Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 21, 2023, U.S. Energy Corp. ("we", "us" or the "Company") held its 2023 Annual Meeting of Stockholders (the "Meeting"). The following three proposals were voted on at the Meeting (as described in greater detail in the Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 26, 2023 (the "Proxy Statement")), with the results of such voting as set forth below. Capitalized terms have the meanings given to such terms in the Proxy Statement and this Form 8-K should be read in connection with the Proxy Statement.





Proposal 1

Each of the three (3) Class One director nominees listed below were duly appointed to the Board of Directors by a plurality of the votes cast (there was no solicitation in opposition to management's nominees as listed in the proxy statement), each to serve a term of three years and until their respective successors have been elected and qualified:





                                       Votes
                     Votes For       Withheld       Broker Non-Votes
John A. Weinzierl     14,348,649       193,136              4,791,815
Randall D. Keys       13,893,173       648,612              4,791,815
D. Stephen Slack      13,752,062       789,723              4,791,815




Proposal 2



A management proposal to ratify the appointment of Plante & Moran PLLC as the
Company's independent auditor for the fiscal year ended December 31, 2023 was
approved.



                                                       Broker
Votes For       Votes Against       Abstentions       Non-Votes
18,613,511             675,667            44,422               -

Notwithstanding the approval of Proposal 2 as discussed above, as disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 16, 2023, on June 15, 2023, the Audit Committee of the Board of Directors of the Company approved the dismissal of Plante & Moran, PLLC ("Plante & Moran") as the Company's independent registered public accounting firm, effective immediately and approved the appointment of Weaver and Tidwell, L.L.P. ("Weaver and Tidwell") as the Company's new independent registered public accounting firm for the year ended December 31, 2023, effective on the same date. The approval of Proposal 2 at the Meeting has no effect on the appointment of Weaver and Tidwell, or the prior dismissal of Plante & Moran, and the Audit Committee has determined that Weaver and Tidwell will serve as the Company's independent registered public accounting firm for the year ended December 31, 2023.





Proposal 3

A management proposal relating to an advisory vote to approve named executive officer compensation was approved.





                                                       Broker
Votes For       Votes Against       Abstentions       Non-Votes
13,717,303             670,546           153,936       4,791,815

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