Talos Energy (TALO) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting is scheduled for May 29, 2025, with voting on director elections, executive compensation, frequency of say-on-pay votes, and auditor ratification.

• The company underwent significant leadership transitions, including the appointment of Paul Goodfellow as President and CEO in March 2025.

• 2024 was marked by strong operational and financial performance, successful integration of QuarterNorth Energy, and enhanced stakeholder engagement.

• The Board remains focused on long-term value creation, operational excellence, and protecting stockholder interests.

Voting matters and shareholder proposals

• Stockholders will vote on electing seven directors for one-year terms, a non-binding advisory vote on executive compensation, the frequency of future say-on-pay votes, and ratification of Ernst & Young LLP as auditor.

• The Board recommends voting for all director nominees, for executive compensation, for annual say-on-pay votes, and for auditor ratification.

• Additional business may be transacted as appropriate.

Board of directors and corporate governance

• The Board will be reduced to seven members, with six expected to be independent.

• Recent refreshment added five new directors since 2021; the Board is now fully declassified with annual elections.

• Board committees (Audit, Compensation, Nominating & Governance, SSCR) are composed entirely of independent directors.

• The Board conducts annual self-evaluations and maintains strong governance practices, including a lead independent director.