W&T Offshore shareholders approve equity plan expansion

W&T Offshore, Inc. held its 2026 virtual annual meeting of shareholders on June 3, 2026.

Rhea-AI Filing Summary

W&T Offshore, Inc. held its 2026 virtual annual meeting of shareholders on June 3, 2026. Shareholders approved an amendment to the 2023 Incentive Compensation Plan, increasing the number of shares of common stock available for issuance from 10,000,000 to 22,000,000, an increase of 12,000,000 shares, following prior board approval. All six director nominees, including Tracy W. Krohn and Virginia Boulet, were elected to serve until the 2027 annual meeting. Shareholders also approved, on an advisory basis, the compensation of the named executive officers and ratified Deloitte & Touche LLP as independent registered public accountants for the year ending December 31, 2026. The plan amendment and voting results are supported by detailed tallies, including strong majority support on most proposals.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

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, or exhibit attachments filed with this report.

Key Figures

Plan shares before amendment: 10,000,000 shares Plan shares after amendment: 22,000,000 shares Incremental plan share increase: 12,000,000 shares +3 more

6 metrics

Plan shares before amendment 10,000,000 shares Common stock available under 2023 Incentive Compensation Plan before amendment

Plan shares after amendment 22,000,000 shares Common stock available under 2023 Incentive Compensation Plan after amendment

Incremental plan share increase 12,000,000 shares Additional common stock available for issuance under the amended plan

Say-on-pay support 82,526,156 for vs 10,207,396 against Advisory vote on named executive officer compensation

Auditor ratification votes 118,090,955 for Ratification of Deloitte & Touche LLP for year ending December 31, 2026

Equity plan amendment votes 75,403,085 for vs 17,404,719 against Proposal to increase plan shares from 10,000,000 to 22,000,000

Key Terms

2023 Incentive Compensation Plan, Broker Non-Votes, independent registered public accountants, advisory basis, +1 more

5 terms

2023 Incentive Compensation Plan financial

"to increase the number of shares of the Company’s common stock available for issuance under the Plan from 10,000,000 to 22,000,000."

Broker Non-Votes financial

"Ms. Virginia Boulet | 90,936,514 | 1,898,853 | 26,334,136 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 accountants regulatory

"To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accountants for the year ending December 31, 2026."

Independent registered public accountants are external auditing firms licensed to examine a public company’s financial records and issue an objective opinion on whether the financial statements are accurate and follow accounting rules. They matter to investors because their independent check is like a neutral referee confirming the score in a game — it reduces the risk of errors or misleading information and helps investors trust the financial reports used to make decisions.

advisory basis regulatory

"To approve, on an advisory basis, the compensation of the Company’s named executive officers."

Definitive Proxy Statement on Schedule 14A regulatory

"in the Company's Definitive Proxy Statement on Schedule 14A filed with the SEC on April 23, 2026"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did W&T Offshore (WTI) shareholders approve regarding the incentive plan?

Shareholders approved an amendment to W&T Offshore’s 2023 Incentive Compensation Plan, increasing available common shares from 10,000,000 to 22,000,000. This adds 12,000,000 shares for future equity-based awards, subject to the plan’s existing terms and administration.

Which directors were elected at W&T Offshore’s 2026 annual meeting?

Shareholders elected six directors: Virginia Boulet, John D. Buchanan, Nancy Chang, Daniel O. Conwill IV, Tracy W. Krohn, and B. Frank Stanley. Each will serve until the 2027 annual meeting and until a successor is duly elected and qualified.

How did W&T Offshore (WTI) shareholders vote on executive compensation?

Shareholders approved, on an advisory basis, the compensation of W&T Offshore’s named executive officers with 82,526,156 votes for, 10,207,396 against, and 101,815 abstentions. There were also 26,334,136 broker non-votes recorded on this advisory proposal.

Was Deloitte & Touche LLP ratified as W&T Offshore’s auditor for 2026?

Yes. Shareholders ratified Deloitte & Touche LLP as W&T Offshore’s independent registered public accountants for the year ending December 31, 2026, with 118,090,955 votes for, 516,304 against, and 562,244 abstentions.

What were the voting results on W&T Offshore’s share increase under the plan?

The proposal to increase plan shares from 10,000,000 to 22,000,000 received 75,403,085 votes for, 17,404,719 against, and 27,563 abstentions, with 26,334,136 broker non-votes. This vote approved the equity plan amendment described in the proxy materials.

When and how was W&T Offshore’s 2026 annual meeting held?

W&T Offshore’s 2026 annual meeting of shareholders was held virtually on June 3, 2026. Shareholders considered director elections, executive pay, auditor ratification, and an amendment to increase shares available under the 2023 Incentive Compensation Plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/04/2026 - 04:38 PM Learn about SEC filing dates

0001288403false00012884032026-06-032026-06-03

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

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Date of Report (Date of earliest event reported) June 3, 2026

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W&T Offshore, Inc.
(Exact name of registrant as specified in its charter)
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​	1-32414	​
​	(Commission File Number)	​
Texas	​	72-1121985
(State or Other Jurisdiction of Incorporation)	​	(IRS Employer Identification No.)
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5718 Westheimer Road, Suite 700 Houston, Texas 77057
(Address of Principal Executive Offices)
​	​	​
713.626.8525
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, If Changed Since Last Report)

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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 (see General Instruction A.2. below):

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☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class	​ ​ ​	Trading Symbol	​ ​ ​	Name of each exchange on which registered
Common Stock, par value $0.00001		WTI		New York Stock Exchange

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934

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Emerging growth company    ☐

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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. ☐

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

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On June 3, 2026, W&T Offshore, Inc. (the “Company”) held the 2026 annual meeting of shareholders (the “Annual Meeting”) virtually. During the Annual Meeting, shareholders voted to approve an amendment (the “Amendment”) to the Company’s 2023 Incentive Compensation Plan (the “Plan”) to increase the number of shares of the Company’s common stock available for issuance under the Plan from 10,000,000 to 22,000,000.

A description of the material terms of the Amendment was included under the heading “Proposal No. 4 — Amendment to the Incentive Compensation Plan to Increase the Company’s Number of Shares Available for Issuance” in the Company's Definitive Proxy Statement on Schedule 14A filed with the SEC on April 23, 2026 (the “Proxy Statement”). With both shareholder approval of the Amendment and prior approval by the Company’s Board of Directors, the number of shares available for issuance under the Plan, as amended by the Amendment, increased by 12,000,000 shares of common stock.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

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The proposals voted upon at the Annual Meeting and the final voting results are indicated below. For additional information on these proposals, please see the Company’s Proxy Statement.

Proposal 1: To elect six directors to hold office until the 2027 Annual Meeting of Shareholders and until their successors are duly elected and qualified. All nominees were elected by the votes indicated.

​	​	​	​	​	​	​
Nominee	​	For	​	Withheld	​	Broker Non-Votes
Ms. Virginia Boulet	​	90,936,514	​	1,898,853	​	26,334,136
Mr. John D. Buchanan	​	91,749,521	​	1,085,846	​	26,334,136
Dr. Nancy Chang	​	91,032,489	​	1,802,878	​	26,334,136
Mr. Daniel O. Conwill IV	​	89,060,071	​	3,775,296	​	26,334,136
Mr. Tracy W. Krohn	​	91,586,957	​	1,248,410	​	26,334,136
Mr. B. Frank Stanley	​	91,078,875	​	1,756,492	​	26,334,136

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Proposal 2: To approve, on an advisory basis, the compensation of the Company’s named executive officers. The proposal was approved by the votes indicated.

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For	​	Against	​	Abstentions	​	Broker Non-Votes
82,526,156	​	10,207,396	​	101,815	​	26,334,136

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Proposal 3: To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accountants for the year ending December 31, 2026. The proposal was approved by the votes indicated.

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​ ​ ​	​	​	​	​
For	​	Against	​	Abstentions
118,090,955	​	516,304	​	562,244 ​

Proposal 4: To amend the Plan to increase the Company’s number of shares of the Company’s common stock available for issuance thereunder from 10,000,000 to 22,000,000. The proposal was approved by the votes indicated.

​	​	​	​	​	​	​
For	​	Against	​	Abstentions	​	Broker Non-Votes
75,403,085	​	17,404,719	​	27,563	​	26,334,136

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Item 9.01 Financial Statements and Exhibits

Exhibit No.Description

10.1Amendment No. 1 to the W&T Offshore, Inc. 2023 Incentive Compensation Plan

104Cover Page Interactive Data File (embedded with the Inline XBRL document)

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SIGNATURES

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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.

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​	W&T OFFSHORE, INC. (Registrant)
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Dated: June 4, 2026	By:	/s/ Sameer Parasnis
​	Name:	Sameer Parasnis
​	Title:	Executive Vice President and Chief Financial Officer

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Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 10.4 KB

Other Documents

• EX-101 EX-101.SCH 3.4 KB
• EX-101 EX-101.DEF 2.8 KB
• EX-101 EX-101.LAB 16.8 KB
• EX-101 EX-101.PRE 11.1 KB