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VAALCO Energy (EGY) shareholders expand LTIP share pool and extend plan to 2036

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

VAALCO Energy, Inc. held its Annual Meeting of Stockholders on June 4, 2026, where shareholders approved several key governance and compensation items. A total of 74,670,428 common shares were present in person or by proxy.

Stockholders approved Amendment No. 3 to the 2020 Long Term Incentive Plan, increasing shares authorized for issuance under the plan by 5,250,000 shares to a total of 20,000,000 shares, revising share reservation and recycling rules, and extending the plan’s term by ten years through June 4, 2036. All five director nominees were elected, KPMG LLP was ratified as independent registered public accounting firm for the year ending December 31, 2026, executive compensation was approved on an advisory basis, and every proposal received the requisite votes to pass.

Positive

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Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
LTIP share increase 5,250,000 shares Additional shares authorized under 2020 LTIP by Amendment No. 3
Total LTIP shares 20,000,000 shares Total shares authorized for issuance under 2020 LTIP after amendment
Annual meeting attendance 74,670,428 shares Shares present in person or by proxy at June 4, 2026 Annual Meeting
Auditor ratification votes for 73,741,558 votes Votes cast for ratifying KPMG LLP for fiscal year ending December 31, 2026
Say-on-pay votes for 53,859,111 votes Advisory approval of named executive officer compensation
LTIP amendment votes for 47,926,781 votes Approval of Amendment No. 3 to the 2020 LTIP
LTIP extended term June 4, 2036 New expiration date of 2020 LTIP after ten-year extension
2020 Long Term Incentive Plan financial
"Amendment No. 3 to the VAALCO Energy, Inc. 2020 Long Term Incentive Plan, as amended"
broker non-votes financial
"Nominee | Votes Cast For | Votes Withheld | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory basis financial
"Approval, on an advisory basis, of the compensation of the Company’s named executive officers"
share reservation and recycling rules financial
"revised the share reservation and recycling rules to better maintain share availability"
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Understanding 8-K Material Events →
0000894627VAALCO ENERGY INC /DE/false00008946272026-06-042026-06-04

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 4, 2026
VAALCO Energy, Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-32167 76-0274813
(State or other jurisdiction
of incorporation)		 (Commission
File Number)		 (IRS Employer
Identification No.)
2500 CityWest Blvd. Suite 400
Houston,Texas
 77042
(Address of principal executive offices) (Zip Code)
(713) 623-0801
Registrant’s telephone number, including area code:

Not Applicable
(Former Name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.10EGYNew York Stock Exchange
Common Stock, par value $0.10EGYLondon Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o



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

As described in Item 5.07 of this Current Report on Form 8-K (this “Current Report”), at the Annual Meeting of Stockholders (the “Annual Meeting”) of VAALCO Energy, Inc. (the “Company”) held on June 4, 2026, the Company’s stockholders approved Amendment No. 3 (the “Amendment”) to the VAALCO Energy, Inc. 2020 Long Term Incentive Plan, as amended (the “2020 LTIP”). The Amendment (i) increased the number of shares authorized for issuance pursuant to awards under the 2020 LTIP by 5,250,000 shares, for a total number of 20,000,000 shares, (ii) revised the share reservation and recycling rules to better maintain share availability, and (iii) extended the term of the 2020 LTIP by ten years, through June 4, 2036. The Amendment previously had been adopted by the board of directors of the Company upon the recommendation of the Compensation Committee of the board of directors, subject to stockholder approval. The Amendment became effective on June 4, 2026, following approval by the Company’s stockholders.

A description of the material terms of the Amendment was included under the heading “Proposal No. 4-Approval of an Amendment to the VAALCO Energy, Inc. 2020 Long Term Incentive Plan,” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 24, 2026 (the “Proxy Statement”). The above description of the 2020 LTIP does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report and is incorporated herein by reference.


Item 5.07 Submission of Matters to a Vote of Security Holders.
 
The Annual Meeting was held on June 4, 2026. A total of 74,670,428 shares of the Company’s common stock were present in person or represented by proxy at the Annual Meeting. The matters submitted for a vote and the related results are set forth below. A more detailed description of each proposal was included in the Proxy Statement.

Proposal No. 1: Election of five directors, each to serve for a one-year term.

NomineeVotes Cast ForVotes WithheldBroker Non-Votes
Andrew L. Fawthrop51,970,8684,069,03418,630,526
George W. M. Maxwell54,474,6621,565,24018,630,526
Cathy Stubbs54,705,9571,333,94518,630,526
Fabrice Nze-Bekale50,812,1995,227,70318,630,526
Edward LaFehr54,748,7881,291,11418,630,526

Proposal No. 2: Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Votes Cast ForVotes Cast AgainstVotes AbstainedBroker Non-Votes
73,741,558180,973747,897-

Proposal No. 3: Approval, on an advisory basis, of the compensation of the Company’s named executive officers.

Votes Cast ForVotes Cast AgainstVotes AbstainedBroker Non-Votes
53,859,1111,487,492693,29918,630,526

Proposal No. 4: Approval of the Amendment to increase the number of shares reserved for issuance, revise share reservation and recycling rules, and extend the term of the 2020 LTIP.

Votes Cast ForVotes Cast AgainstVotes AbstainedBroker Non-Votes
47,926,7817,359,271753,85018,630,526

Each of the proposals acted upon by the Company’s stockholders at the Annual Meeting was approved by the requisite vote.




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits
 
Exhibit No.Description of Exhibit
10.1
Amendment No. 3 to the VAALCO Energy, Inc. 2020 Long-Term Incentive Plan
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
 


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VAALCO ENERGY, INC.
Date: June 4, 2026
By:/s/ Lynn Willis
Name: Lynn Willis
Title:Chief Accounting Officer and Controller

Source: View Original Filing on SEC EDGAR

FAQ

What did VAALCO Energy (EGY) shareholders approve at the June 4, 2026 annual meeting?

Shareholders approved all proposals, including director elections, auditor ratification, executive compensation, and an amendment to the 2020 Long Term Incentive Plan. The amendment expanded available shares, updated share recycling rules, and extended the plan’s term through June 4, 2036.

How did VAALCO Energy (EGY) change its 2020 Long Term Incentive Plan?

The plan was amended to add 5,250,000 shares, bringing total shares authorized for awards to 20,000,000. It also revised share reservation and recycling rules and extended the plan’s expiration date by ten years, now running through June 4, 2036.

Were VAALCO Energy (EGY) director nominees elected at the 2026 annual meeting?

All five director nominees were elected. For example, George W. M. Maxwell received 54,474,662 votes for and 1,565,240 votes withheld, with 18,630,526 broker non-votes recorded, meeting the required support for election to a one-year term.

Did VAALCO Energy (EGY) shareholders ratify KPMG as auditor for 2026?

Yes. Shareholders ratified KPMG LLP as VAALCO Energy’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 73,741,558 votes cast for, 180,973 against, and 747,897 abstentions, and no broker non-votes reported on this proposal.

How did VAALCO Energy (EGY) shareholders vote on executive compensation in 2026?

Shareholders approved, on an advisory basis, the compensation of named executive officers, with 53,859,111 votes for, 1,487,492 against, and 693,299 abstentions. There were 18,630,526 broker non-votes, but the advisory pay proposal still received the requisite support.

What was shareholder support for VAALCO Energy’s LTIP Amendment No. 3?

The amendment to the 2020 Long Term Incentive Plan received 47,926,781 votes for, 7,359,271 against, and 753,850 abstentions, plus 18,630,526 broker non-votes. This level of support was sufficient for approval, making the amendment effective on June 4, 2026.

Filing Exhibits & Attachments

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