Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers 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.
WTI W&t Offshore Inc - 8-K
Accession
0001104659-26-0705565.025.079.01
Item 5.02 - Departure/Election of Directors or Certain Officers
214 words
Item 5.07 - Submission of Matters to a Vote of Security Holders
304 words
Item 5.07 Submission of Matters to a Vote of Security Holders 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 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. For Against Abstentions Broker Non-Votes 82,526,156 10,207,396 101,815 26,334,136 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. 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
Item 9.01 - Financial Statements and Exhibits
35 words
Item 9.01 Financial Statements and Exhibits Exhibit No. Description 10.1 Amendment No. 1 to the W&T Offshore, Inc. 2023 Incentive Compensation Plan 104 Cover Page Interactive Data File (embedded with the Inline XBRL document)