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

(e) Shareholder Approval of the U.S. Energy Corp. 2021 Equity Incentive Plan


On June 24, 2021, U.S. Energy Corp. ("we", "us" or the "Company") held its 2021
Annual Meeting of Shareholders (the "Meeting"). At the Meeting, the shareholders
of the Company approved the adoption of the Company's 2021 Equity Incentive

Plan
(the "2021 Plan").



The 2021 Plan provides an opportunity for any employee, officer, director or
consultant of the Company, subject to limitations provided by federal or state
securities laws, to receive (i) incentive stock options (to eligible employees
only); (ii) nonqualified stock options; (iii) restricted stock; (iv) stock
awards; (v) shares in performance of services; or (vi) any combination of the
foregoing. In making such determinations, the Board of Directors (the "Board")
may take into account the nature of the services rendered by such person, his or
her present and potential contribution to the Company's success, and such other
factors as the Board in its discretion shall deem relevant. Employees,
non-employee directors, and consultants of the Company and its subsidiaries are
eligible to participate in the 2021 Plan. 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.



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 is the sum of (i) one million (1,000,000) shares, and (ii) an
annual increase on April 1st of each calendar year, beginning in 2022 and ending
in 2031, in each case subject to the approval of the Board of Directors or the
Compensation Committee on or prior to the applicable date, equal to the lesser
of (A) five percent (5%) of the total shares of common stock of the Company
outstanding on the last day of the immediately preceding fiscal year; (B) one
million (1,000,000) shares; and (C) such smaller number of shares as determined
by the Board of Directors or Compensation Committee (the "Share Limit").
Notwithstanding the above, no more than 10,000,000 incentive stock options may
be granted pursuant to the terms of the 2021 Plan. The 2021 Plan was originally
approved by the Board of Directors of the Company on April 27, 2021, subject to
shareholder approval.

The material terms of the 2021 Plan were described in the Company's Proxy (defined below in Item 5.07) under the caption "Proposal 4: Approval of the U.S. Energy Corp. 2021 Equity Incentive Plan".


The above description of the 2021 Plan does not purport to be complete, and is
qualified in its entirety by reference to the full text of the 2021 Plan, which
is attached as Exhibit 10.1 hereto and is incorporated by reference into this
Item 5.02.

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


At the Meeting, an aggregate of 2,336,847 shares of voting stock, or 52.3% of
our 4,469,599 total outstanding voting shares as of April 26, 2021, the record
date for the Meeting (the "Record Date"), were present at or were voted at the
Meeting, constituting a quorum. The holders of shares of our common stock are
entitled to one vote for each share held, except that for the election of
directors, shareholders may cumulate votes. The following 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
May 12, 2021 (the "Proxy")), with the results of such voting as set forth below.
Capitalized terms have the meanings given to such terms in the Proxy and this
Form 8-K should be read in connection with the Proxy.



Proposal 1               Votes For      Votes Withheld       Broker Non-Votes
Election of Directors
James W. Denny III        1,151,043           42,453              1,143,351
Ryan L. Smith             1,165,445           28,051              1,143,351











Proposal 2                             Votes For       Votes Against       Abstentions      Broker Non-Votes
To ratify the appointment of Plante
& Moran PLLC as the Company's
independent auditor for the fiscal
year ended December 31, 2021            2,224,306              96,793            15,748                     -




                                                                                               Broker
Proposal 3                             Votes For       Votes Against       Abstentions       Non-Votes
To approve, on an advisory basis,
the 2020 compensation of the
Company's named executive officers      1,093,184              64,973      

     35,339        1,143,351




                                                                                               Broker
Proposal 4                             Votes For       Votes Against       Abstentions       Non-Votes
To approve the adoption of the
Company's 2021 Equity Incentive
Plan                                    1,057,654             107,721            28,121        1,143,351




As a result of the above voting, each of the two (2) Class Two director nominees
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, or until their earlier
resignation or removal and proposals 2, 3 and 4, which each required more votes
cast favoring each such proposal than cast opposing such proposal, were validly
approved and ratified by the Company's shareholders.


Item 8.01 Other Events.



On June 24, 2021, the Board appointed Mr. James W. Denny III to the Compensation
Committee of the Board of Directors (replacing Mr. Javier F. Pico in such role)
and Mr. Pico as the Chairman of the Nominating Committee. After such
appointments the membership of the Company's Committees of the Board of
Directors is as follows:



Committees of the Board



                                       Director     Audit     Compensation   Nominating    Hedging
                         Independent    Class     Committee    Committee     Committee    Committee
Ryan L. Smith                            Two
James W. Denny III            X          Two                       M             M            M
Randall D. Keys               X          One          C            M             M            M
Javier F. Pico                X         Three         M                          C
D. Stephen Slack(1)           X          One          M            C

(1) Chairman of Board of Directors.



C - Chairman of Committee.

M - Member.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
  No.     Description

 10.1*      U.S. Energy Corp. 2021 Equity Incentive Plan

* Filed herewith.

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