🧾 What This Document Is

This is a proxy statement and notice for Obsidian Energy's 2026 Annual and Special Meeting of Shareholders. Think of it as an invitation and guidebook for the company's owners (shareholders) to vote on important business matters. The meeting will be held Thursday, May 7, 2026, at 9:00 a.m. (Mountain Daylight Time) at their Calgary head office. The key date to remember is the Record Date of March 18, 2026 – only shareholders on the books by then can vote.

🏢 What The Company Does

👉 In simple terms, Obsidian Energy is an oil and gas production company. They find, develop, and produce crude oil and natural gas, primarily in Western Canada. Their business is tied to energy prices and their ability to efficiently operate their fields.

💰 What's On The Ballot (Key Votes)

Shareholders are being asked to vote on 8 items. The most significant are:

Electing the Board of Directors: Seven nominees are listed (more on them below).
Approving Executive Pay: A non-binding advisory vote on how the company pays its top bosses.
Two Major Compensation Plan Changes: This is the core of the document.
- Amend the Stock Option Plan: Increase the total pool of shares available for options from 9% to 10% of outstanding shares. They also want to change how performance is measured for these incentives.
- Approve Unallocated Awards: Get permission for future grants under both the Stock Option Plan and the Restricted/Performance Share Unit (RSU/PSU) Plan. Without approval, the company cannot grant new performance-based equity awards after June 2026, which they say would hurt their ability to attract and retain talent.

👥 Meet The Board (Director Nominees)

The board is crucial for oversight. Here’s the quick take:

7 Nominees, 6 are Independent (no material ties to the company). Only the CEO, Stephen Loukas, is not independent.
Strong Attendance: Most directors attended over 95% of board and committee meetings in 2025.
Experience: The board has deep energy, finance, and governance expertise. For example, Gordon Ritchie (Chair) has decades in energy investment banking, and Raymond Crossley is a former PwC managing partner.
Skin in the Game: Directors must own shares worth 3x their annual retainer. As of March 15, 2026, all comply, with significant holdings (e.g., Chair Gordon Ritchie holds ~501,561 shares/DSUs).

📦 Executive Compensation (The "Say on Pay")

The philosophy is "pay for performance." A large chunk of executive pay is variable and tied to company results.

Named Executive Officers (NEOs): CEO Stephen Loukas, CFO Peter Scott, and three other VPs.
Structure:
- Base Salary: Fixed pay.
- Short-Term Incentive (STIP): Annual cash bonus based on company and individual goals.
- Long-Term Incentive (LTI): Equity (options/share units) to align with shareholder success over years.
Why the Plan Changes? The company argues its current long-term incentive plan isn't working well due to stock market volatility and industry mergers making comparisons difficult. The proposed changes aim to fix this and keep compensation competitive.

⚖️ Governance & Other Matters

Committees: The board has key committees—Audit, HR & Compensation (HRG&C), and Operations & Reserves—each with independent members.
Sustainability: The circular mentions a section on sustainability, indicating ESG (Environmental, Social, and Governance) is part of their reporting.
Contact for Questions: For voting or meeting questions, contact Investor Relations:
- Phone: 403-777-2500 or 1-888-770-2633 (toll-free)
- Email: [email protected]

🧠 The Analogy

This meeting is like a family-owned business's annual gathering. The shareholders (the family) are getting together to review the year's books, reappoint the trusted advisors (the board), discuss how much the managers (executives) should be paid, and decide on new rules for how to reward them for growing the business in the future.

🧩 Final Takeaway

The central issue is whether shareholders will approve changes to the company's equity compensation plans. Obsidian Energy argues these changes are essential to motivate and retain the team needed to succeed in a tough energy market. If rejected, the company warns it may have to use more cash for bonuses, potentially impacting investments and share buybacks.

OBSIDIAN ENERGY LTD. — 6-K Filing