Proxy Results Form 8 K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Restricted Stock and Option Awards

On August 29, 2024, PEDEVCO Corp. (the "Company", "we" and "us") granted (i) 125,000 shares of restricted Company common stock under the Company's 2021 Equity Incentive Plan (the "Plan") to Mr. John Scelfo, our Chairman, which shares vest on July 12, 2025, and (ii) 85,000 shares of restricted Company common stock under the Plan to Mr. H. Douglas Evans, a member of the Board of Directors, which shares vest on September 27, 2025, in each case subject to the recipient of the shares being a member of the Company's Board of Directors on such vesting date, and subject to the terms and conditions of a Restricted Shares Grant Agreement entered into by and between the Company and each recipient. These restricted stock awards were issued and granted in consideration for Messrs. Scelfo and Evans serving as non-employee directors of the Company.

The foregoing description of the Restricted Shares Grant Agreements set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text thereof. A copy of the form of Restricted Shares Grant Agreement for the awards granted on August 29, 2024, is attached as Exhibit 99.3to the Company's Registration Statement on Form S-8 filed with the U.S. Securities and Exchange Commission ("SEC") on September 1, 2021 and is incorporated by reference into this Item 5.02.

First Amendment to the Company's 2021 Equity Incentive Plan

On August 29, 2024, at the Company's 2024 Annual Meeting of stockholders (the "Annual Meeting") of the stockholders of the Company approved the First Amendment ("First Amendment") to the PEDEVCO Corp. 2021 Equity Incentive Plan (the PEDEVCO Corp. 2021 Equity Incentive Plan, as amended by the First Amendment, the "2021 Plan") in accordance with the voting results set forth below under Item 5.07. The First Amendment was originally approved by the Board of Directors of the Company on June 27, 2024, subject to stockholder approval and the First Amendment became effective at the time of stockholder approval.

The material terms of the 2021 Plan, as amended by the First Amendment, were described in the Company's Definitive Proxy Statement on Schedule 14A under the caption "Proposal 3 - Amendment to PEDEVCO 2021 Equity Incentive Plan" filed with the Securities and Exchange Commission (SEC) on July 12, 2024 (the "Proxy Statement"). Awards under the 2021 Plan may be made in the form of incentive stock options, non-statutory stock options, rights to acquire restricted stock, stock appreciation rights, or SARs, and performance units and performance shares. Awards are generally non-transferable. Subject to adjustment in connection with the payment of a stock dividend, a stock split or subdivision or combination of the shares of common stock, or a reorganization or reclassification of the Company's common stock, the aggregate number of shares of common stock which may be issued pursuant to awards under the 2021 Plan, as a result of the First Amendment, is 13,000,000. The First Amendment increased the maximum number of shares available to be issued under the 2021 Plan from 8,000,000 shares to 13,000,000 shares.

Incentive stock options may be granted under the 2021 Plan only to employees of our company and its affiliates. Employees, directors and consultants of our company and its affiliates are eligible to receive all other types of awards under the 2021 Plan.

The above description of the First Amendment does not purport to be complete, and is qualified in its entirety by reference to the full text of the First Amendment, which is attached hereto as Exhibit 10.1, and incorporated by reference into this Item 5.02.