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

On November 15, 2022, the Board of Directors (the "Board") of Abraxas Petroleum Corporation (the "Company") appointed Mr. Kenneth R. Cooper to the Board as a Class III director. Mr. Cooper was elected to the Board to fill the vacancy created by Mr. Brian L. Melton's resignation from the Board, which we reported on a Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on November 15, 2022. The Board will determine which committees, if any, Mr. Cooper will be appointed to at the first Board meeting following his election.

Mr. Cooper is also an independent director of Biglari Holdings Inc. ("Holdings"). As previously discussed in our Current Report on Form 8-K filed with the SEC on October 27, 2022, the Company and Holdings consummated the transactions contemplated by an Exchange Agreement, dated September 27, 2022, pursuant to which the Company issued shares of its common stock to Holdings in exchange for Holdings' shares of the Company's Series A Preferred Stock (such transaction, the "Exchange"), which entitled Holdings to vote approximately 90% of the total voting power of the Company's outstanding capital stock. Mr. Cooper is not deemed to have had an indirect material interest in the Exchange within the meaning of Item 404(a) of Regulation S­K by nature of being an independent director of Holdings, and there are no other transactions between Mr. Cooper and the Company that would require disclosure under Item 404(a) of Regulation S­K.

As a non-employee director of our Board, Mr. Cooper will be compensated for his Board membership in the same manner as the Company's other non-employee directors. The Company previously disclosed the terms of non-employee director compensation in its proxy statement on Schedule 14A, filed with the SEC on March 31, 2022.

There are no arrangements or understandings between Mr. Cooper and any other person pursuant to which Mr. Cooper was elected to serve as a member of the Board. Mr. Cooper does not have any family relationships with any of the Company's directors or executive officers.

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