UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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 |
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 |
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 |
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)
SIGNATURES
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.
W&T OFFSHORE, INC. (Registrant) | ||
Dated: June 4, 2026 | By: | /s/ Sameer Parasnis |
Name: | Sameer Parasnis | |
Title: | Executive Vice President and Chief Financial Officer | |