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 reported): June 3, 2021
VAALCO Energy, Inc.
(Exact name of registrant as specified in its charter)
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Delaware | | 001-32167 | | 76-0274813 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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9800 Richmond Avenue, Suite 700 Houston, Texas | | 77042 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (713) 623-0801
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:
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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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, par value $0.10 | EGY | New York Stock Exchange
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Common Stock, par value $0.10 | EGY | London 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 ☐
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. ☐
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment to the VAALCO Energy, Inc. 2020 Long Term Incentive Plan
As described below in Item 5.07 of this Current Report on Form 8-K (this “Current Report”), on June 3, 2021, at the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of VAALCO Energy, Inc. (the “Company”), the Company’s stockholders approved an amendment (the “Amendment”) to the VAALCO Energy, Inc. 2020 Long Term Incentive Plan (the “2020 LTIP”). The Amendment increased the number of shares authorized for issuance pursuant to awards under the 2020 LTIP by 3,750,000 shares, for a total number of 9,250,000 shares authorized. A description of the material terms of the Amendment was included under the heading “Proposal No. 4—Approval of an Amendment to the 2020 LTIP to Increase the Number of Shares Reserved for Issuance Pursuant to Awards Under the 2020 LTIP” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 23, 2021, as supplemented by the Company’s Proxy Statement Supplement filed with the SEC on May 13, 2021 (the “Proxy Statement”). Such description 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 5.07Submission of Matters of a Vote of Security Holders.
The Company held the Annual Meeting on June 3, 2021. A total of 40,609,533 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 four directors, each to serve for a one-year term
Nominee | Votes Cast For | Votes Withheld | Broker Non-Votes |
George Maxwell | 27,886,779 | 468,105 | 12,254,649 |
Andrew L. Fawthrop | 22,175,107 | 6,179,777 | 12,254,649 |
Cathy Stubbs | 26,919,355 | 1,435,529 | 12,254,649 |
Bradley Radoff | 23,263,983 | 5,090,901 | 12,254,649 |
Proposal No. 2: Ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021
Votes Cast For | Votes Cast Against | Abstentions |
39,900,663 | 297,652 | 411,218 |
Proposal No. 3: Approval, on an advisory basis, of the compensation of the Company’s named executive officers
Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes |
24,704,228 | 3,421,316 | 229,340 | 12,254,649 |
Proposal No. 4: Approval of an amendment to the 2020 LTIP to increase the number of shares reserved for issuance pursuant to awards under the 2020 LTIP by 3,750,000 shares
Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes |
21,579,538 | 6,636,574 | 138,772 | 12,254,649 |
Each of the proposals acted upon by the Company’s stockholders at the Annual Meeting was approved by the requisite vote.
Item 8.01 Other Events.
On June 8, 2021, the Company issued a press release announcing the Company’s refreshed near-term strategic targets as outlined at the Annual Meeting. A copy of the press release is filed as Exhibit 99.1 to this Current Report and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
| Description of Exhibit |
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10.1 |
| First Amendment to the VAALCO Energy, Inc. 2020 Long Term Incentive Plan. |
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99.1 |
| Press release, dated June 8, 2021, issued by VAALCO Energy, Inc. |
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104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
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| VAALCO Energy, Inc. |
| (Registrant) |
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Date: June 8, 2021 |
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| By: | /s/ Jason Doornik |
| Name: | Jason Doornik |
| Title: | Chief Accounting Officer and Controller |
