Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(a)
On July 10, 2018, Donnie
B. Seay, who had served on the Board of Directors of Camber Energy, Inc. (the “
Company
”, “
Camber
”,
“
we
” and “
us
”) since October 6, 2017, tendered his resignation as a member of the Board of
Directors, effective immediately. The resignation was not due to a disagreement with the Company or in connection with any matter
relating to the Company’s operations, policies or practices. Mr. Seay served as Chairman of the Audit Committee, Compensation
Committee and Nominating and Corporate Governance Committee at the time of his resignation.
(d)
Also on July 10, 2018,
the Board of Directors of the Company, pursuant to the power provided to the Board of Directors by the Company’s Bylaws,
appointed Mr. James G. Miller as a member of the Board of Directors of the Company to fill the vacancy created by Mr. Seay’s
resignation.
The Board of Directors
determined that Mr. Miller was “
independent
” as defined in Section 803(A) of the NYSE American Company Guide.
Also on July 10, 2018,
Mr. Miller was appointed as Chairman of the Company’s Audit Committee and as a member of the Company’s Compensation
Committee and Nominating and Corporate Governance Committee and Mr. Fred Zeidman was appointed as the Chairman of the Compensation
Committee and the Chairman of the Nominating and Corporate Governance Committee.
Mr. Miller is not a party
to any material plan, contract or arrangement (whether or not written) with the Company and there are no arrangements or understandings
between Mr. Miller and any other person pursuant to which he was selected to serve as a director of the Company, nor is he a participant
in any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K.
There are no family relationships
between any director or executive officer of the Company, including, but not limited to Mr. Miller.
Biographical information
for Mr. Miller is provided below:
Mr. James G. Miller,
Age 69
Mr. Miller is a
retired corporate executive, having served as president and CEO of several energy companies. He has previously served on the
Board of Directors of companies listed on NYSE, NASDAQ and the Australian Stock Exchange. From 2009 until 2016, Mr. Miller
served as a Director of Guardian 8 Holdings. From December 31, 2010 through March 2018, he was a Director of
Enerjex Resources, In. (NYSE American), an oil and gas exploration and production company, and chaired the Audit Committee.
In March, 2018 Enerjex executed a merger which concluded his Board service.
He also served on the
Board of Trustees of The Nature Conservancy, Missouri Chapter, for 16 years and is a past Board Chair.
Mr. Miller holds a BS
in Electrical Engineering and an MBA in management from the University of Wisconsin-Madison.