🧾 What This Document Is

This is a definitive proxy statement (a Form DEF 14A) for W&T Offshore, Inc. Think of it as the official "menu" and instruction manual for the company's upcoming annual shareholder meeting. It's sent to shareholders so they can vote on important company decisions without having to attend in person. This specific document outlines what will be voted on, provides background on the company and its leaders, and explains the board's recommendations.

Why it matters: If you own shares in W&T, this document tells you exactly what you're voting on and why the board is asking you to vote a certain way. It’s your primary source of information for exercising your rights as an owner.

Meeting Details:

What: 2026 Annual Meeting of Shareholders
When: June 3, 2026, at 8:00 a.m. Central Daylight Time
Where: Virtual-only via live webcast at www.virtualshareholdermeeting.com/WTI2026
Record Date: You must have owned shares as of the close of business on April 14, 2026, to vote.

🏢 What The Company Does

In simple terms… W&T Offshore is an independent company that drills for and produces oil and natural gas, but it does all its work offshore in the Gulf of America. They operate in federal and state waters off the coasts of Louisiana, Texas, Mississippi, and Alabama.

As of the end of 2025, they have working interests (meaning a share of the profits and costs) in 49 offshore producing fields. They lease about 624,700 gross acres of ocean floor for exploration and drilling. A majority of their production comes from wells they operate themselves. The company was founded in 1983 by its current CEO, Tracy W. Krohn, who initially capitalized it with just $12,000.

💰 The Four Things You're Voting On

Here’s a breakdown of the four main proposals up for a vote, and what the board wants you to do.

1️⃣ Elect Six Directors

The board is asking you to re-elect its six current members to serve until the next annual meeting in 2027. The board recommends a "FOR" vote on each one.

The Nominees & Their Superpowers:

Tracy W. Krohn (71): Founder, CEO, Chairman. The visionary with 40+ years in the business and deep Gulf of America expertise.
Virginia Boulet (72): Legal eagle with a long history in corporate law, mergers, and board governance.
John D. Buchanan (62): Legal and financial expert with a background at ExxonMobil, the Federal Reserve, and major banks.
Nancy Chang (76): Biotech entrepreneur and CEO who brings a science, innovation, and investment perspective.
Daniel O. Conwill IV (65): Investment banking veteran who founded oil & gas finance groups and now runs a restaurant group.
B. Frank Stanley (71): Accounting and retail executive with deep audit committee experience.

👉 Why it matters: These are the people overseeing the company's strategy and holding management accountable. A diverse board with varied skills (oil & gas, finance, law, science) helps make better decisions.

2️⃣ Approve Executive Compensation ("Say-on-Pay")

This is an advisory (non-binding) vote where shareholders express their opinion on the pay packages for the top executives, including the CEO. The board recommends a "FOR" vote.

Key Highlight: The company recently overhauled its pay practices after talking with shareholders. They reduced the CEO's cash salary and increased his at-risk, performance-based stock awards. Overall, about 70% of the CEO's 2025 compensation was tied to company performance through equity (stock).

👉 Why it matters: This vote is your chance to tell the board if you think the executive pay structure is fair and properly aligned with company performance. The big shift to performance-based stock is a direct result of listening to shareholder concerns.

3️⃣ Ratify the Appointment of the Auditor

The board asks you to approve their choice of Deloitte & Touche LLP as the company's independent accountant for 2026. The board recommends a "FOR" vote.

Background: The company switched auditors from Ernst & Young (EY) to Deloitte in mid-2024. This vote simply confirms the shareholders are okay with the current choice.

👉 Why it matters: The auditor checks the company's financial books for accuracy. Approving them reinforces the importance of independent oversight.

4️⃣ Increase the Employee Stock Plan

This is a big one. The board wants to increase the number of shares available for employee stock awards from 10 million to 22 million shares. The board recommends a "FOR" vote.

The Reason: As of March 31, 2026, the plan was completely out of shares to grant. The company says without more shares, it can't offer competitive equity pay to attract and retain talent and might have to use cash instead, which would hurt cash flow.

The Dilution Check: The company calculated that this new pool represents an 8.07% dilution to existing shareholders (the "overhang," or total shares already set aside for awards, is 9.73%). They argue their historical "burn rate" (how fast they use shares) is below their peers.

👉 Why it matters: This is a trade-off. More shares for employees helps the company compete for talent, but it also means your ownership slice gets a little smaller. You're voting on whether that trade-off is worth it.

🚀 Major Changes From Shareholder Feedback

W&T engaged with its large shareholders and made significant changes to its governance and pay practices since 2023. Here’s what they changed:

CEO Pay Mix: Reduced cash salary from $1.15M to $800k and shifted to a higher percentage of performance-based stock.
Bonus Structure: Eliminated individual multipliers and capped the maximum annual bonus.
Director Pay: Reduced cash retainers but increased equity compensation.
Governance: Eliminated supermajority voting rules, made it easier for shareholders to call special meetings or act by written consent, and created a new ESG Committee.

The Result: Support for the executive pay plan ("Say-on-Pay") jumped from about 56% in 2023 to 92% in 2025.

⚖️ Big Picture: Strengths & Risks

👍 Strengths (What's Going Well):

Founder-Led: CEO Tracy Krohn founded the company and has significant skin in the game (he owns ~32.8% of the voting power), aligning his interests with other shareholders.
Responsive Board: They listened to shareholder complaints about pay and governance and made concrete, positive changes.
Focused Strategy: The company has a clear, decades-long strategy of maximizing cash flow and operating efficiently in its core Gulf of America area.

⚠️ Risks (What to Watch):

Industry Volatility: As an oil & gas producer, W&T's fortunes are tied to unpredictable energy prices.
Operational Hazards: Offshore drilling is complex and carries environmental and safety risks.
Dilution: Approving the larger stock plan (Proposal 4) will dilute existing shareholders. It's a necessary tool for the company, but a cost to owners.
Key Person Dependency: A lot of institutional knowledge and leadership is concentrated in its founder, Tracy Krohn.

📅 Key Dates

April 14, 2026: Record Date (must own shares by this date to vote).
April 23, 2026 (on or about): Proxy materials are mailed/ made available online.
June 2, 2026: Deadline to submit a signed proxy card by mail.
June 3, 2026, 8:00 a.m. CDT: Virtual Annual Meeting. You can vote live during the webcast.

How to Vote: You can vote Online, by Phone, by Mail, or during the virtual meeting. Instructions are on your notice of availability.

🧠 The Analogy

Think of this proxy statement as the annual report card and family meeting agenda for the W&T Offshore household. The company (the kids) is showing its report card (its performance) and asking the parents (shareowners) to approve major decisions: to keep the same household managers (the board), to sign off on their allowances (executive pay), to keep using the same family accountant (the auditor), and to increase the pool of money they can use for employee bonuses in the form of company stock (the stock plan).

🧩 Final Takeaway

W&T Offshore is asking shareholders to re-approve its leadership team, affirm its reformed executive pay, keep its auditor, and—most importantly—approve a large new pool of shares for employee compensation. The board has actively fixed past governance issues in response to shareholder feedback, making this a vote on both the current slate and the company's recent reform efforts.

W&T Offshore WTI Seeks Vote on Expanded Employee Stock Plan