W&T Offshore (WTI) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 3, 2026, will be held virtually to maximize shareholder participation and environmental benefits.

• Shareholders of record as of April 14, 2026, are entitled to vote on key proposals, including director elections, executive compensation, auditor ratification, and an amendment to the incentive plan.

• The company executed its long-term strategy in 2025, focusing on cash flow, operational efficiency, profitability, and accretive acquisitions, with significant net debt reduction and strong production metrics.

Voting matters and shareholder proposals

• Six directors are nominated for election to serve until the 2027 Annual Meeting.

• Advisory vote on executive compensation (say-on-pay) is recommended for approval.

• Ratification of Deloitte & Touche LLP as independent auditors for 2026 is recommended.

• Amendment to the 2023 Incentive Compensation Plan to increase available shares from 10,000,000 to 22,000,000 is proposed.

• Shareholder proposals and director nominations for future meetings must follow specified procedures and deadlines.

Board of directors and corporate governance

• Board consists of six members, 83% independent, with 33% gender diversity and 50% refreshment in the last five years.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and ESG, all comprised solely of independent directors.

• Board leadership structure includes a combined Chairman/CEO and an independent Presiding Director.

• Recent governance enhancements include elimination of supermajority voting, proxy access, written consent rights, and establishment of an ESG Committee.

• Insider ownership is high, aligning management and shareholder interests.