W&T Offshore Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect six directors to serve until the 2027 Annual Meeting and until their successors are elected and qualified.

2. 2

   Advisory Vote on Executive Compensation

   ManagementBoard: FOR

   Non-binding, advisory approval (say-on-pay) of the compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   Proposal 2 requests a non-binding advisory approval of the company’s named executive officer compensation as described in the CD&A and related tables. Management seeks this advisory vote to provide shareholders a mechanism to express their view on executive pay and to inform the Compensation Committee’s future decisions. The Compensation Committee emphasizes alignment of pay with company performance through a mix of cash and long-term equity (60% PSUs/40% RSUs), multi-year vesting, and performance metrics including TSR, CROCE, and proved reserves; adjustments have been made since 2023 to increase equity mix, reduce cash pay, remove single-trigger change-in-control vesting, and cap annual bonus at 200% of target in response to shareholder feedback. The board recommends "FOR" citing shareholder outreach results showing increased say-on-pay support and describing governance changes and compensation philosophy. Because the vote is advisory, it does not bind the Board but will be considered in future decisions; abstentions count as “AGAINST” and broker non-votes have no effect.

3. 3

   Ratification of Appointment of Independent Accountants

   ManagementBoard: FOR

   Ratify appointment of Deloitte & Touche LLP as independent registered public accountants for year ending December 31, 2026.

4. 4

   Amendment to the 2023 Incentive Compensation Plan to Increase Shares Available

   ManagementBoard: FOR

   Amend the 2023 Incentive Compensation Plan to increase authorized shares available for issuance from 10,000,000 to 22,000,000.

   More detail

   Proposal 4 asks shareholders to approve an amendment to the Company’s 2023 Incentive Compensation Plan to increase the share reserve by 12,000,000 shares (from 10 million to 22 million). Management asserts the increase is needed because the plan is fully utilized as of March 31, 2026 and to ensure the Company can continue to grant equity awards to attract and retain executives and employees, preserve alignment with shareholders, and avoid shifting to potentially more costly cash-based awards. The Compensation Committee’s analysis considered historical grant practices, anticipated share usage, burn rate, dilution (projected at 8.07%), and counsel from Meridian, the committee’s consultant, concluding the increase is reasonable to support near-term equity grants while monitoring usage; shareholders are asked to approve the Amendment because shareholder approval is required to increase the authorized reserve. The Board recommends a vote FOR, citing recruitment, retention, and alignment rationales, and noting the alternative would likely force cash compensation or other changes that could harm competitiveness.

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When is the W&T Offshore Inc 2026 annual meeting?

W&T Offshore Inc (WTI) holds its 2026 annual shareholder meeting on Wednesday, June 3, 2026.

What is the record date for the W&T Offshore Inc 2026 meeting?

The record date for the W&T Offshore Inc 2026 meeting is Tuesday, April 14, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for W&T Offshore Inc's 2026 meeting?

The board is presenting 6 director nominees at the W&T Offshore Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the W&T Offshore Inc 2026 meeting?

Shareholders will vote on 4 proposals at the W&T Offshore Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.