EPM Proxy Card
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. 1)


Filed by the Registrant ý
Filed by a Party other than the Registrant o
Check the appropriate box:
o
Preliminary Proxy Statement
o
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o
Definitive Proxy Statement
x
Definitive Additional Materials
o
Soliciting Material under §240.14a-12
 Evolution Petroleum Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x    No fee required
¨    Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1)    Title of each class of securities to which transaction applies:        
(2)    Aggregate number of securities to which transaction applies:         
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):        
(4)    Proposed maximum aggregate value of transaction:
(5)    Total fee paid:
o    Fee paid previously with preliminary materials.
o
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


1)    Amount Previously Paid:


2)     Form, Schedule or Registration Statement No.:


3)    Filing Party:


4)    Date Filed:


Explanatory note: The definitive proxy statement was inadvertently filed without the proxy card. The proxy card is filed herein.

October 29, 2014



YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY
EVOLUTION PETROLEUM CORPORATION
  
 
 
  
 
 
  
 
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Company
  
 


TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
 
 
KEEP THIS PORTION FOR YOUR RECORDS
 
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
 
For
All
 
Withhold
All
 
For All
Except
 
To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.
 
 
 
The Board of Directors recommends you vote FOR the following:
o
 
o
 
o
 
 
 
 
 
 
 
 
 
 
 
 
 1.
Election of five directors, each set to serve for a term of one year to expire at the 2015 Annual Meeting of Stockholders:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nominees:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Edward J. DiPaolo
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(2) William E. Dozier
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(3) Robert S. Herlin
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(4) Kelly W. Loyd
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(5) Gene G. Stoever
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Your Board of Directors recommends that you vote FOR the following proposals:
 
 
 
For
 
Against
 
Abstain  
 
 
2.
To approve, in a non-binding advisory vote, the compensation of our named executive officers.
 
 
 
o
 
o
 
o
 
 
3.
To ratify the appointment of Hein & Associates LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2015.
 
 
 
o
 
o
 
o
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The undersigned shareholder(s) authorize(s) the individuals designated to vote this proxy to vote, in their discretion, to the extent permitted by applicable law, upon such other matters (none known by the Company at the time of solicitation of this proxy) as may properly come before the Annual Meeting or any adjournment or postponement.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Please sign exactly has your name appears hereon. The signer hereby revokes all prior proxies heretofore given by the signer to vote at said meeting or any adjournments thereof.
 
Note: Please fill in, sign, date and return this proxy card in the enclosed envelope. When signing as Attorney, Executor, Administrator, Trustee or Guardian, please give full title as such. If shareholder is a corporation, please sign the full corporate name by an authorized officer. If shareholder is a partnership or other entity, an authorized person should sign in the entity’s name. Joint Owners must each sign individually.
 
 
 
 
 
 
 
 
 
 
 
 
 
Signature [PLEASE SIGN WITHIN BOX]
 
Date
 
 
 
Signature (Joint Owners)
 
 
Date
 
 
 







Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of
Stockholders To Be Held on December 4, 2014

The Proxy Statement and our 2014 Annual Report to Stockholders are available at
http://www.evolutionpetroleum.com/proxy-materials.html













▲ FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED ▲



PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

EVOLUTION PETROLEUM CORPORATION

The undersigned appoints Robert Herlin and Randall Keys, and each of them, as proxies, each with the power to appoint his substitute, and authorizes each of them to represent and to vote, as designated on the reverse hereof, all of the shares of common stock of Evolution Petroleum Corporation, held of record by the undersigned at the close of business on October 20, 2014 at the Annual Meeting of Stockholders to be held at the Company’s offices at 2500 CityWest Blvd., Suite 1300 Houston, Texas 77042 on Thursday, December 4, 2014, at 10:00 a.m. (local time), or at any adjournment thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS INDICATED. IF NO CONTRARY INDICATION IS MADE, THE PROXY WILL BE VOTED IN FAVOR OF ELECTING THE FIVE NOMINEES TO THE BOARD OF DIRECTORS, AND IN FAVOR OF PROPOSAL 2 AND PROPOSAL 3, AND IN ACCORDANCE WITH THE JUDGMENT OF THE PERSONS NAMED AS PROXY HEREIN ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

(Continued, and to be marked, dated and signed, on the other side)