EGY Vaalco Energy Inc /De/ - 8-K

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.

Nominee

Votes Cast For

Votes Withheld

Broker Non-Votes

Andrew L. Fawthrop

51,970,868

4,069,034

18,630,526

George W. M. Maxwell

54,474,662

1,565,240

18,630,526

Cathy Stubbs

54,705,957

1,333,945

18,630,526

Fabrice Nze-Bekale

50,812,199

5,227,703

18,630,526

Edward LaFehr

54,748,788

1,291,114

18,630,526

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 For

Votes Cast Against

Votes Abstained

Broker Non-Votes

73,741,558

180,973

747,897

-

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

Votes Cast For

Votes Cast Against

Votes Abstained

Broker Non-Votes

53,859,111

1,487,492

693,299

18,630,526

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 For

Votes Cast Against

Votes Abstained

Broker Non-Votes

47,926,781

7,359,271

753,850

18,630,526

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

104

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