---
schema_version: "secwatch.filing_event.v1"
accession: "0000010254-23-000105"
form_type: "8-K"
ticker: null
cik: "0000010254"
company_name: "EARTHSTONE ENERGY INC"
filed_at: "2023-06-09T23:59:59+00:00"
generated_at: "2026-06-14T03:28:14.131097+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.25
calibrated_materiality_score: 0.25
confidence: "high"
source: SEC EDGAR
---

# Earthstone Energy holds annual meeting; elects directors, approves officer exculpation

## Summary
- Stockholders elected four Class II directors: Cochran, Habachy, Thielemann, Urban to three-year terms.
- Ratified Moss Adams LLP as independent auditor for 2023 with 121.7M for, 6K against.
- Approved charter amendment to exculpate officers from certain personal liabilities effective June 8, 2023.
- Meeting had 86.7% voter representation of outstanding shares; 11 continuing directors listed.
- Broker non-votes of 513,616 shares on director elections and charter amendment.

## SEC filing metadata
- accession: 0000010254-23-000105
- form_type: 8-K
- cik: 0000010254
- company_name: EARTHSTONE ENERGY INC
- filed_at: 2023-06-09T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.25
- calibrated_materiality_score: 0.25
- confidence: high
- sec_items: 5.02, 5.07, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/10254/000001025423000105/0000010254-23-000105-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/10254/000001025423000105/este-20230608.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000010254-23-000105
- JSON: https://secwatch.observer/filing/0000010254-23-000105.json
- Plain text: https://secwatch.observer/filing/0000010254-23-000105.txt

## Key facts
- Governance Changes
  EARTHSTONE ENERGY INC: Amendment to Certificate of Incorporation to provide for exculpation of officers from certain personal liabilities (effective 2023-06-08).
  - Change: charter amendment
  - Effective: 2023-06-08
  source text: At the Meeting, the Company’s stockholders approved and adopted an amendment (the “Charter Amendment”) to the Third Amended and Restated Certificate of Incorporation of the Company to provide for exculpation of the Company’s officers from certain personal liabilities. The Charter Amendment became effective upon filing and acceptance by the Secretary of State of the State of Delaware on June 8, 2023.
  evidence_url: https://www.sec.gov/Archives/edgar/data/10254/000001025423000105/0000010254-23-000105-index.htm
- Shareholder Votes
  EARTHSTONE ENERGY INC shareholders approved Ratification of the Selection of Moss Adams LLP as the Company's Independent Registered Public Accounting Firm for 2023 at the 2023-06-08 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-06-08
  source text: Proposal 2 - Ratification of the Selection of Moss Adams LLP as the Company's Independent Registered Public Accounting Firm for 2023 The stockholders ratified the selection of Moss Adams LLP as the Company's independent registered public accounting firm for 2023, as set forth below: For Against Abstentions 121,717,709 6,116 86,480
  evidence_url: https://www.sec.gov/Archives/edgar/data/10254/000001025423000105/0000010254-23-000105-index.htm
- Shareholder Votes
  EARTHSTONE ENERGY INC shareholders approved Approval and Adoption of an Amendment to the Company’s Third Amended and Restated Certificate of Incorporation to Provide for the Exculpation of the Company’s Officers at the 2023-06-08 meeting.
  - Proposal: charter amendment
  - Outcome: passed
  - Meeting: 2023-06-08
  source text: Proposal 3 - Approval and Adoption of an Amendment to the Company’s Third Amended and Restated Certificate of Incorporation to Provide for the Exculpation of the Company’s Officers The stockholders approved and adopted the Charter Amendment, as set forth below: For Against Abstentions Broker Non-Votes 100,043,809 21,031,495 221,385 513,616
  evidence_url: https://www.sec.gov/Archives/edgar/data/10254/000001025423000105/0000010254-23-000105-index.htm
- Shareholder Votes
  EARTHSTONE ENERGY INC shareholders approved Election of Class II Directors at the 2023-06-08 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-06-08
  source text: Proposal 1 - Election of Class II Directors Each of the nominees for Class II director was duly elected by the Company’s stockholders, with votes as follows: Nominee For Withheld Broker Non-Votes Frost W. Cochran 120,368,928 927,760 513,616 David S. Habachy 120,298,301 998,387 513,616 Brad A. Thielemann 103,699,704 17,596,984 513,616 Zachary G. Urban 97,752,574 23,544,115 513,616
  evidence_url: https://www.sec.gov/Archives/edgar/data/10254/000001025423000105/0000010254-23-000105-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.