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 reported): August 30, 2022

VAALCO Energy, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-32167	76-0274813
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
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:

☐	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:

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
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. ☐

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Item 5.02         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 30, 2022, Michael Silver, who currently serves as the Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer of VAALCO Energy, Inc. (the “Company”), notified the Company of his intention to resign from the Company. In connection therewith, on August 30, 2022, the Company and Mr. Silver entered into an amendment (“Amendment”) to the Employment Agreement, dated May 22, 2021 between Mr. Silver and the Company to provide for a retention bonus payable to Mr. Silver subject to his remaining employed by the Company until the date (the “Retention Date”) that is five (5) calendar days after the earlier of (i) the consummation of the Arrangement Agreement dated as of July 13, 2022 by and among the Company, VAALCO Energy Canada ULC, an Alberta unlimited liability company, and TransGlobe Energy Corporation, an Alberta Corporation; (ii) the termination of the Arrangement Agreement in accordance with its terms; or (iii) a date as may be mutually agreed by the Company and Mr. Silver. The retention bonus is a cash amount equal to fifty percent (50%) of Mr. Silver’s base salary prorated for the period from January 1, 2022 to the Retention Date. 

Item 8.01         Other Events.

On September 2, 2022, the Company issued a press release announcing Mr. Silver’s intention to resign. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01.          Financial Statements and Exhibits.   

(d) Exhibits

Exhibit No.	Description of Exhibit
99.1	Press Release, dated September 2, 2022
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.

	VAALCO Energy, Inc.
	(Registrant)
Date: September 6, 2022
	By:	/s/ Jason Doornik
	Name:	Jason Doornik
	Title:	Chief Accounting Officer and Controller

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EX-99.1

Exhibit 99.1

VAALCO ENERGY, INC. ANNOUNCES CHANGE IN SENIOR LEADERSHIP

HOUSTON – September 2, 2022 – VAALCO Energy, Inc. (NYSE: EGY; LSE: EGY) (“VAALCO” or the “Company”) today announced that Michael Silver, its Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer, has advised of his intention to leave VAALCO to pursue other interests. Mr. Silver will remain with the Company for a transitional period to facilitate consummation of the proposed arrangement with TransGlobe Energy Corporation. The Company has launched an executive search to find a replacement for the position.

Mr. Silver was named Vice President and General Counsel on April 1, 2019 and before that served as VAALCO’s Senior Counsel since joining the Company in November 2018. Prior to joining VAALCO, Mr. Silver had a long and successful career with multiple legal roles for a number of companies in the energy sector. Mr. Silver began his career with ExxonMobil Corporation’s Law Department in 1990. 

George Maxwell, VAALCO’s Chief Executive Officer, commented, “We would like to thank Michael for his tireless dedication and valued years of service to VAALCO. Michael was a part of the executive team that guided VAALCO through some very challenging periods for the industry and helped the Company emerge stronger. We will miss Michael’s legal guidance and strategic insight and we wish him the best in his future endeavors.”

About VAALCO

VAALCO, founded in 1985, is a Houston, USA based, independent energy company with production, development and exploration assets in the West African region.

The Company is an established operator within the region, holding a 63.6% participating interest in the Etame Marin Block, located offshore Gabon, which to date has produced over 126 million barrels of crude oil and of which the Company is the operator.

For Further Information

VAALCO Energy, Inc. (General and Investor Enquiries)	+00 1 713 623 0801
Website:	www.vaalco.com
Al Petrie Advisors (US Investor Relations)	+00 1 713 543 3422
Al Petrie / Chris Delange
Buchanan (UK Financial PR)	+44 (0) 207 466 5000
Ben Romney / Jon Krinks/ Chris Judd	VAALCO@buchanan.uk.com

XML

Document And Entity Information	Aug. 30, 2022
Document Information [Line Items]
Entity, Registrant Name	VAALCO Energy, Inc.
Document, Type	8-K
Document, Period End Date	Aug. 30, 2022
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-32167
Entity, Tax Identification Number	76-0274813
Entity, Address, Address Line One	9800 Richmond Avenue, Suite 700
Entity, Address, City or Town	Houston
Entity, Address, State or Province	TX
Entity, Address, Postal Zip Code	77042
City Area Code	713
Local Phone Number	623-0801
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	EGY
Security Exchange Name	NYSE
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000894627