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 3.03. | Material Modifications to Rights of Security Holders. |
To the extent required by Item 3.03 of Form 8-K, the information set forth under Item 5.03 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The Board of Directors (the “Board”) of Talos Energy Inc. (the “Company”) previously approved, subject to stockholder approval, the Amended and Restated Talos Energy Inc. 2021 Long Term Incentive Plan (the “A&R LTIP”) on March 26, 2024. As further described below in Item 5.07 to this Current Report on Form 8-K, the Company’s stockholders approved the A&R LTIP at the Company’s 2024 Annual Meeting of Stockholders held on May 23, 2024 (the “Annual Meeting”). As a result, the A&R LTIP became effective on May 23, 2024.
The A&R LTIP increases the number of shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) available for issuance thereunder by 3,800,000, from 8,639,415 to 12,439,415, subject to the share recycling and adjustment provisions of the A&R LTIP. All 12,439,415 shares of Common Stock will be available for issuance upon the exercise of incentive stock options qualified as such under U.S. federal income tax laws (“ISOs”). The A&R LTIP also extends the term of the plan to the tenth anniversary of the Annual Meeting.
Consistent with the Talos Energy Inc. 2021 Long Term Incentive Plan (the “Prior LTIP”), the A&R LTIP provides for potential grants of: (i) ISOs, (ii) stock options that do not qualify as ISOs, (iii) stock appreciation rights, (iv) restricted stock awards, (v) restricted stock units, (vi) awards of vested stock, (vii) dividend equivalents, (viii) other stock-based or cash awards and (ix) substitute awards. Employees, non-employee directors, and other service providers of the Company and its affiliates are eligible to receive awards under the A&R LTIP. Consistent with the Prior LTIP, the A&R LTIP provides that, subject to certain exceptions, in a single calendar year, a non-employee director may not be paid compensation, whether denominated in cash or awards, for such individual’s service on the Board in excess of $750,000.
The material terms of the A&R LTIP are described in more detail in the section entitled “Proposal 4: Approval of the Amended 2021 LTIP” of the Company’s definitive proxy statement for the Annual Meeting, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 17, 2024 (the “Proxy Statement”) and is incorporated by reference herein.
The foregoing description of the A&R LTIP is qualified in its entirety by reference to the A&R LTIP, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 5.02 by reference.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the Annual Meeting, the stockholders approved a Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Talos Energy Inc. (the “Exculpation Amendment”). The Exculpation Amendment was filed with the office of the Secretary of State of the State of Delaware on May 23, 2024, and became effective upon filing. The Exculpation Amendment amends the Second Amended and Restated Certificate of Incorporation of Talos Energy Inc., dated as of February 13, 2023, to reflect limitations on liability of the officers of the Company similar to those that currently exist for the directors, as permitted by the Delaware General Corporation Law. A description of the Exculpation Amendment is described in more detail in the section entitled, “Proposal 5: Approval of the Exculpation Amendment” in the Company’s Proxy Statement, and such description is incorporated herein by reference.
The foregoing description of the Exculpation Amendment does not purport to be complete and is qualified in its entirety by the full text of the Exculpation Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated into this Item 5.03 by reference.
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the Company’s stockholders were asked to consider and vote upon the following five proposals: (1) to elect three Class III directors to serve on the Board for a term of office expiring at the Company’s 2025 annual meeting of stockholders (the “2025 Annual Meeting”), (2) to approve, on a non-binding advisory basis, the Company’s Named Executive Officer compensation for the fiscal year ended December 31, 2023, (3) to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, (4) to approve the Amended and Restated Talos Energy Inc. 2021 Long Term Incentive Plan and (5) to approve a Certificate of Amendment to the Company’s Second Amended and Restated Certificate of Incorporation to reflect new Delaware provisions regarding officer exculpation, each as disclosed in the Company’s Proxy Statement. The following are the final voting results for the proposals considered and voted upon at the Annual Meeting, each of which is more fully described in the Proxy Statement:
| 1. | The three Class III director nominees that were up for election at the Annual Meeting were each elected for a one-year term expiring at the Company’s 2025 Annual Meeting, and until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. Votes regarding the election of these directors were as follows: |
| NOMINEE |
VOTES FOR |
VOTES AGAINST |
VOTES ABSTAINED |
BROKER NON-VOTES | ||||
| Mr. Neal P. Goldman |
110,602,531 |
29,951,767 |
34,067 |
9,915,023 | ||||
| Ms. Paula R. Glover |
131,469,003 |
9,084,116 |
35,246 |
9,915,023 | ||||
| Mr. Joseph A. Mills |
140,180,879 |
372,349 |
35,137 |
9,915,023 |
| 2. | The Board’s proposal seeking approval, on a non-binding advisory basis, of the Company’s Named Executive Officer compensation for the fiscal year ended December 31, 2023 was approved. The voting results were as follows: |
| VOTES FOR |
VOTES AGAINST |
VOTES ABSTAINED |
BROKER NON-VOTES | |||
| 124,327,031 |
16,217,854 |
43,480 |
9,915,023 |
| 3. | The Board’s proposal seeking the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was approved. The voting results were as follows: |
| VOTES FOR |
VOTES AGAINST |
VOTES ABSTAINED | ||
| 149,110,140 |
1,365,787 |
27,461 |
| 4. | The Board’s proposal seeking approval of the Amended and Restated Talos Energy Inc. 2021 Long Term Incentive Plan was approved. The voting results were as follows: |
| VOTES FOR |
VOTES AGAINST |
VOTES ABSTAINED |
BROKER NON-VOTES | |||
| 135,900,207 |
4,646,830 |
41,328 |
9,915,023 |
| 5. | The Board’s proposal seeking approval of a Certificate of Amendment to the Company’s Second Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation was approved. The voting results were as follows: |
| VOTES FOR |
VOTES AGAINST |
VOTES ABSTAINED |
BROKER NON-VOTES | |||
| 129,736,156 |
10,814,618 |
37,591 |
9,915,023 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 3.1 | Certificate of Amendment of the Second Amended and Restated Certificate of Incorporation of Talos Energy Inc. | |
| 10.1 | Amended and Restated Talos Energy Inc. 2021 Long Term Incentive Plan. | |
| 104 | Cover Page Interactive Data File (embedded with Inline XBRL document). | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 23, 2024
| TALOS ENERGY INC. | ||
| By: | /s/ William S. Moss III | |
| Name: | William S. Moss III | |
| Title: | Executive Vice President, General Counsel and Secretary | |
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