🧾 What This Document Is

This is Baytex Energy's official invitation and rulebook for its 2026 Annual Meeting of Shareholders. It’s a "proxy statement," which means it explains what shareholders will vote on and provides all the details they need to decide. The meeting is virtual on May 7, 2026, at 3 p.m. Calgary time.

👉 Why it matters: This document is how the company communicates directly with its owners (shareholders). It's where you learn about leadership changes, governance plans, and how executives are paid—all critical for understanding the company's direction.

🏢 What The Company Does

In simple terms, Baytex Energy Corp. is a Canadian oil and gas producer. After a major strategic shift in 2025, it is now a "focused, high-return Canadian oil producer" after selling its U.S. assets.

👉 Why it matters: The company has pivoted from being a North American player to concentrating solely on its core Canadian operations. This meeting is about solidifying that new direction with new leadership.

🔔 The Big News: CEO Succession

The most significant update is a planned leadership change:

Eric Greager is stepping down as CEO after leading the company's strategic repositioning.
Chad E. Lundberg, the current President and COO, will become CEO immediately after the annual meeting on May 7, 2026.

👉 Why it matters: This is a classic "next chapter" succession. Greager executed the major pivot (selling U.S. assets, strengthening the balance sheet), and now Lundberg, described as having "deep operational expertise," is tasked with running the streamlined Canadian-focused company.

🗳️ What You're Voting On

Shareholders will vote on five items at the virtual meeting:

Receive the 2025 financial statements (no vote required).
Elect eight directors (vote on each one individually).
Appoint KPMG LLP as auditors and set their pay.
Hold a non-binding "Say-on-Pay" vote to approve the company's approach to executive compensation.
Transact any other proper business.

👉 Why it matters: The director elections and the "Say-on-Pay" vote are the key chances for shareholders to influence governance and signal approval (or disapproval) of the board and compensation practices.

👥 The Proposed Board of Directors

The board has been reduced from ten to eight members. Seven of the eight nominees are independent. Key highlights:

Mark R. Bly is the independent Board Chair.
Chad Lundberg is the one management nominee (as incoming CEO).
The board emphasizes diversity (25% are women), with an average tenure of ~6 years.
A "majority voting policy" is in place: if a director gets less than 50% of votes in favor, they are expected to resign.

👉 Why it matters: A strong, independent board is crucial for overseeing management and protecting shareholder interests. This slate reflects the new, leaner company structure.

💰 Executive Compensation Philosophy

The circular details Baytex's compensation approach, which they highlight as following "best practices." Key features include:

High Pay-for-Performance: A significant portion of compensation is tied to performance metrics.
Strong Alignment: Executives have strict share ownership requirements (they must own a lot of company stock).
Safety Nets: They have a clawback policy (can take back pay if results are later revised) and an anti-hedging policy (executives can't bet against the company's stock).
Shareholder Voice: The upcoming "Say-on-Pay" vote is a key part of shareholder feedback.

👉 Why it matters: This section explains how the company motivates its leaders. The emphasis on performance and stock ownership is designed to make executives think and act like owners.

📅 Key Dates and Logistics

Record Date for Voting: March 20, 2026. You must be on the company's books by this date to vote.
Voting Deadline: Votes must be received by 3:00 p.m. (Calgary time) on May 5, 2026.
The Virtual Meeting: It's online only at https://meetings.lumiconnect.com/400-312-232-748. Only registered shareholders or those with a properly appointed proxyholder can vote and ask questions. Others can attend as guests.
Need Help Voting? Contact the proxy solicitation agent:
- Phone/Text (North America): 1-877-452-7184
- Phone (Outside North America): 1-416-304-0211
- Email: [email protected]

⚖️ The Big Picture: Strengths & Risks

👍 Strengths (as highlighted by the company):

A clearly defined, focused strategy on Canadian assets.
A strengthened balance sheet ("net cash position").
Committed to strong governance and shareholder alignment.
A managed leadership transition with an internal, experienced successor.

⚠️ Risks & Considerations (inferred):

The company is now more concentrated in one geography (Canada). This simplifies operations but removes the diversification from U.S. assets.
Performance is heavily tied to commodity prices (oil and gas), which are volatile.
The effectiveness of the new CEO and the execution of the focused strategy remain to be seen.

🧠 The Analogy

Think of Baytex as a hockey team that just made a major trade, sending its star U.S. players to another team. The GM (CEO Eric Greager) who orchestrated the trade is now handing the coaching whistle to his top assistant coach (Chad Lundberg), who knows the remaining players inside out. This annual meeting is the owner's (shareholders') chance to approve the coaching staff (the board) and the new team strategy.

🧩 Final Takeaway

Baytex is holding its first annual meeting as a focused Canadian oil producer. The story is about execution of a new strategy under new leadership. Shareholders are being asked to approve the board that oversaw the transformation and the compensation plan that will motivate the executive team—now led by Chad Lundberg—to deliver on the company's next chapter.

Lundberg to Replace Greager as Baytex CEO After May 7 Meeting