8-K

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 event reported): February 8, 2023

Talos Energy Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-38497	82-3532642
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

333 Clay Street, Suite 3300 Houston, Texas	77002
(Address of principal executive offices)	(Zip Code)

(713) 328-3000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ 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))

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.  ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock	TALO	NYSE

Item 5.07. Submission of Matters to a Vote of Security Holders.

A Special Meeting of the Stockholders (the “Special Meeting”) of Talos Energy Inc. (the “Company”) was held on February 8, 2023, in person at Three Allen Center, 333 Clay Street, Suite 3300, Houston, Texas 77002 at 10:00 a.m. (Central Time). The following are the final voting results and a brief description of each matter submitted to the Company’s stockholders at that meeting. Each proposal is described in more detail in the proxy statement/consent solicitation statement/prospectus the Company filed with the Securities and Exchange Commission on January 10, 2023 (the “proxy statement/consent solicitation statement/prospectus”). As of December 23, 2022, the record date of the Special Meeting, there were a total of 82,570,328 shares of the Company’s common stock, par value $0.0001 per share (the “Talos Common Stock”) outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 68,466,175 shares of the Company’s common stock were present in person or represented by proxy at the Special Meeting; therefore, a quorum was present.

At the Special Meeting, the Company’s stockholders were asked to consider and vote upon the following proposals:

• Proposal No. 1: A proposal (the “Share Issuance Proposal”) to approve, for purposes of complying with Section 312.03 of the New York Stock Exchange Listed Company Manual, the potential issuance of shares of Talos Common Stock to the equityholders of EnVen Energy Corporation (“EnVen”) in connection with the mergers contemplated by the terms of the Agreement and Plan of Merger, dated as of September 21, 2022, by and between the Company, Talos Production Inc., Tide Merger Sub I Inc., Tide Merger Sub II LLC, Tide Merger Sub III LLC, BCC Enven Investments, L.P. and EnVen (the “Merger Agreement”).

• Proposal No. 2: To consider and vote upon each of the following subproposals (collectively, the “A&R Charter Proposals”) to approve and adopt an amendment and restatement of the Second Amended and Restated Certificate of Incorporation of the Company (the “A&R Charter”):

• Proposal No. 2A: To declassify the Board of Directors of the Company (the “Talos Board”) from three classes to one class at the 2025 annual meeting of stockholders, with each Class I, Class II and Class III director being elected annually for a one-year term thereafter;

• Proposal No. 2B: To provide that members of the Talos Board may be removed, with or without cause, by the affirmative vote of the Company stockholders holding at least a majority of the voting power of the outstanding shares of Talos Common Stock;

• Proposal No. 2C: To provide that the Company’s Amended and Restated Bylaws may be amended, altered or repealed by the affirmative vote of the holders of a majority of the voting power of the Company’s capital stock outstanding and entitled to vote thereon;

• Proposal No. 2D: To clarify that, to the fullest extent permitted by and enforceable under applicable law, the exclusive forum for claims under the Securities Act of 1933, as amended, shall be the federal district courts of the United States, and that such exclusive forum provision shall not apply to claims seeking to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended; and

• Proposal No. 2E: To make certain other administrative and clarifying changes to the A&R Charter that the Talos Board deems appropriate to effect the foregoing amendment proposals and the termination of the Amended and Restated Stockholders’ Agreement, dated as of March 29, 2022, by and among the Company, Riverstone Talos Energy EquityCo LLC, Riverstone Talos Energy DebtCo LLC, Riverstone V FT Corp Holdings, L.P., ILX Holdings II, LLC and Riverstone V Castex 2014 Holdings, L.P. as contemplated by the Parent Support Agreement, dated as of September 21, 2022, by and among the Company, EnVen and entities affiliated with Riverstone Holdings LLC.

• Proposal No. 3: A proposal (the “A&R Bylaws Proposal”) to approve, on a non-binding, advisory basis, an amendment and restatement of the Amended and Restated Bylaws of the Company.

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• Proposal No. 4: A proposal (the “Adjournment Proposal”) to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the proposals.

The following are the final voting results for the proposals considered and voted upon at the Special Meeting:

1. The Share Issuance Proposal was approved by the Company’s stockholders. The voting results were as follows:

VOTES FOR	VOTES AGAINST	VOTES ABSTAINED
68,263,255	131,482	71,438

2. Each of the A&R Charter Proposals was approved by the Company’s stockholders. The voting results were as follows:

Proposal 2A:

VOTES FOR	VOTES AGAINST	VOTES ABSTAINED	BROKER NON-VOTES
68,434,982	17,434	13,759	0

Proposal 2B:

VOTES FOR	VOTES AGAINST	VOTES ABSTAINED	BROKER NON-VOTES
68,426,851	19,300	20,024	0

Proposal 2C:

VOTES FOR	VOTES AGAINST	VOTES ABSTAINED	BROKER NON-VOTES
68,440,167	14,555	11,453	0

Proposal 2D:

VOTES FOR	VOTES AGAINST	VOTES ABSTAINED	BROKER NON-VOTES
63,765,438	4,686,313	14,424	0

Proposal 2E:

VOTES FOR	VOTES AGAINST	VOTES ABSTAINED	BROKER NON-VOTES
68,062,023	372,681	31,471	0

3. The A&R Bylaws Proposal was approved, on an advisory basis, by the Company’s stockholders. The voting results were as follows:

VOTES FOR	VOTES AGAINST	VOTES ABSTAINED	BROKER NON-VOTES
67,996,809	447,629	21,737	0

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4. The Adjournment Proposal was approved by the Company’s stockholders. The voting results were as follows:

VOTES FOR	VOTES AGAINST	VOTES ABSTAINED
62,493,905	5,955,708	16,562

Item 7.01. Regulation FD Disclosure.

A copy of the press release issued on February 8, 2023 regarding the Special Meeting results is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.

In accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K under Item 7.01 and set forth in the attached Exhibit 99.1 is deemed to be “furnished” solely pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release, dated February 8, 2023.
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: February 8, 2023

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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EX-99.1

Exhibit 99.1

Talos Energy Announces Stockholder Approval for Acquisition of EnVen Energy Corporation

Houston, TX, February 8, 2023, – Talos Energy Inc. (“Talos” or the “Company”) (NYSE: TALO) announced today that all of the proposals related to its previously announced acquisition of EnVen Energy Corporation (“EnVen”) were approved by the requisite holders of Talos common stock at the Company’s special meeting of stockholders held on February 8, 2023 (the “Special Meeting”). The final voting results from the Special Meeting will be reported in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission after certification by the Company’s inspector of elections.

The closing of the EnVen acquisition is expected to occur on February 13, 2023, subject to customary closing conditions.

ABOUT TALOS ENERGY

Talos Energy (NYSE: TALO) is a technically driven independent exploration and production company focused on safely and efficiently maximizing long-term value through its operations, currently in the United States and offshore Mexico, both upstream through oil and gas exploration and production and downstream through the development of future carbon capture and storage opportunities. As one of the Gulf of Mexico’s largest public independent producers, we leverage decades of technical and offshore operational expertise toward the acquisition, exploration and development of assets in key geological trends that are present in many offshore basins around the world. With a focus on environmental stewardship, we are also utilizing our expertise to explore opportunities to reduce industrial emissions through our carbon capture and storage initiatives along the U.S. Gulf Coast and Gulf of Mexico. For more information, visit www.talosenergy.com.

TALOS ENERGY INVESTOR RELATIONS CONTACT

Sergio Maiworm

investor@talosenergy.com

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

This communication may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact included in this communication, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this communication, the words “will,” “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “forecast,” “may,” “objective,” “plan” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events.

We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks include, but are not limited to, our ability to consummate the proposed transaction with EnVen on the terms currently contemplated and on the expected timeframe, the anticipated future performance of the combined company, the success of our carbon capture and sequestration projects, commodity price volatility, the lack of a resolution to the war in Ukraine and its impact on certain commodity markets; the ability or willingness of the Organization of Petroleum Exporting Countries (“OPEC”) and non-OPEC countries, such as Saudi Arabia and Russia, to set and maintain oil production levels and the impact of any such actions; the impact of the ongoing sub-surface water flood project in the Phoenix Field and any updates to our estimated ultimate recovery from such project; lack of transportation and storage capacity as a result of oversupply, government regulations and actions or other factors; sustained inflation and the impact of central bank policy in response thereto; lack of availability of drilling and production equipment and services; environmental risks; drilling and other operating risks; regulatory changes; adverse weather events, including tropical storms, hurricanes and winter storms; cybersecurity threats; the continued impact of the coronavirus disease 2019 (“COVID-19”), including any new strains or variants, and governmental measures related thereto; the uncertainty inherent in estimating reserves and in projecting future rates of production, cash flow and access to capital; the timing of development expenditures; the possibility that the anticipated benefits of recent acquisitions are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of such acquisitions; changes to federal income tax laws and regulations, including the Inflation Reduction Act of 2022; environmental risks; failure to find, acquire or gain access to other discoveries and prospects or to successfully develop and produce from our current discoveries and prospects; geologic risk; drilling and other operating risks; well control risk; regulatory changes; the uncertainty inherent in estimating reserves and in projecting future rates of production; cash flow and access to capital; the timing of development expenditures; potential adverse reactions or competitive responses to our acquisitions and other transactions; the possibility that the anticipated benefits of our acquisitions are not realized when expected or at all, including

TALOS ENERGY INC. 333 Clay St., Suite 3300, Houston, TX 77002

as a result of the impact of, or problems arising from, the integration of acquired assets and operations, and the other risks discussed in Part I, Item 1A. “Risk Factors” of Talos Energy Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 25, 2022, Part II, Item 1A. “Risk Factors” of Talos Energy Inc.’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2022, June 30, 2022 and September 30, 2022, respectively, filed with the SEC on May 5, 2022, August 5, 2022 and November 3, 2022, respectively, and the other risks discussed in the “Risk Factors” section of Talos Energy Inc.’s Definitive Proxy Statement, filed with the SEC on January 10, 2023. Should one or more of the risks or uncertainties described herein occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. All forward-looking statements, expressed or implied, included in this communication are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this communication.

TALOS ENERGY INC. 333 Clay St., Suite 3300, Houston, TX 77002

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Document and Entity Information	Feb. 08, 2023
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001724965
Document Type	8-K
Document Period End Date	Feb. 08, 2023
Entity Registrant Name	Talos Energy Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-38497
Entity Tax Identification Number	82-3532642
Entity Address, Address Line One	333 Clay Street
Entity Address, Address Line Two	Suite 3300
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77002
City Area Code	(713)
Local Phone Number	328-3000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Security 12b Title	Common Stock
Trading Symbol	TALO
Security Exchange Name	NYSE