VAALCO ENERGY INC DE

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE

SECURITIES EXCHANGE ACT OF 1934

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VAALCO ENERGY, INC.

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2023 Full Year Highlights

2024 Accomplishments to Date

A Letter from the Board of Directors

Dear Fellow Shareholders:

Over the past two years, we have greatly diversified our portfolio, which has expanded our team's ability to generate operational cash flow, all while growing VAALCO's cash position and remaining bank-debt free. We are very pleased with our ability to deliver exceptional operational and financial results in 2023 that exceeded VAALCO's guidance and expectations following the TransGlobe combination that occurred in late 2022. The diversity of our asset base has allowed us to grow and generate significant operational cash flow to fund our activities.

VAALCO's focus has been on optimizing production, managing our costs, and capturing operational and cost synergies, all while executing capital drilling campaigns to enhance profitability and growth. Through the execution of this strategy, we have significantly grown our cash position, fully funded our capital program, shareholder dividends and buybacks with internally generated funds, and remained bank debt free. In 2023, we returned over $50 million to shareholders through dividends and share buybacks.

As we enter 2024, we have strong positive momentum as we continue to build size, scale and profitability to sustainably grow VAALCO. In February 2024, we announced a proposed all cash acquisition of Svenska Petroleum Exploration AB. The acquisition will utilize a portion of the $121 million in cash on the balance sheet at year-end 2023 to add production of 4,500 WI BOEPD and meaningful reserves. This acquisition would expand our diversified portfolio of assets to include offshore Cote d’Ivoire. We are adding an asset with strong current production and reserves at a very attractive price that is highly accretive on key metrics to our shareholder base and provides another strong asset to support future growth. It also enhances our diversification by strategically expanding our West African focus area and provides significant organic upside through additional drilling campaigns at Baobab and the future Kossipo development opportunity.

At the Venus field in Block P offshore Equatorial Guinea, VAALCO finalized JOA documents in early 2024 and are proceeding with our Front-End Engineering Design (“FEED”) study. We anticipate the completion of the FEED study will lead to an economic Final Investment Decision (“FID”) which will enable the development of the Venus-Block P Plan of Development (“POD”). VAALCO has a proven operating track record for a development of this type and is well positioned, both operationally and financially, to execute this project and our other projects across an enhanced portfolio of opportunities.

Our strategy remains unchanged: operate efficiently, invest prudently, maximize our asset base, and look for accretive opportunities. Our ability to execute this strategy has enabled us to deliver outstanding results over the past two years and has generated meaningful change at VAALCO while creating significant development opportunities well into the future. Our hard-working team is successfully executing plans that are focused on profitably growing production, reserves and value for our shareholders. We remain firmly focused on our strategic vision of accretive growth while maximizing shareholder return opportunities and operating with a strong focus on sustainability.

On behalf of VAALCO’s executive management and employee team, we want to thank all of our shareholders for your continued support. Your vote is very important to us, and we encourage you to review the enclosed proxy statement and to promptly vote to ensure that your shares are represented at the Annual Meeting.

Signed,

The Board of Directors

Notice of Annual Meeting

of Shareholders

To the Shareholders of VAALCO Energy, Inc.:

The 2024 Annual Meeting of Shareholders of VAALCO Energy, Inc. (the “Company”) will be held at the Hilton Houston Westchase, 9999 Westheimer Road, Houston, Texas 77042 on Thursday, June 6, 2024, at 9:00 a.m. Central Time (the “Annual Meeting”). We intend to hold our annual meeting in person.

The Annual Meeting is being held:

These proposals are described in the accompanying proxy materials. You will be able to vote at the Annual Meeting, or any adjournment, postponement or recess thereof, only if you were a shareholder of record at the close of business on April 12, 2024.

We are providing our shareholders access to our proxy materials over the internet. To do this, we are mailing a Notice of Internet Availability of Proxy Materials (the “Notice”). The Notice contains instructions on how to access those documents over the internet, and how to request a paper copy of our proxy materials.

Shareholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. Shareholders who receive future proxy materials by email will save us the cost of printing and mailing documents and will reduce the impact of meetings of shareholders on the environment. A shareholder’s election to receive proxy materials by email will remain in effect until the shareholder terminates that election.

By Order of the Board of Directors,

Chair of the Board

Houston, Texas

April 26, 2024

YOUR VOTE IS IMPORTANT!

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF THE SHAREHOLDERS TO BE HELD ON JUNE 6, 2024, AT 9:00 A.M., CENTRAL TIME:

The Proxy Statement and our Annual Report for 2023 are available at www.proxyvote.com.

If you have any questions or need assistance voting your shares, please call our proxy solicitor:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, NY 11005

Banks and Brokerage Firms, please call: (212) 269-5550

Shareholders, please call toll free: (866) 620-2535

Table of Contents

Proxy Statement

2024 Annual Meeting of Shareholders

This Proxy Statement is provided in connection with the solicitation of proxies by our Board of Directors (the “Board”) to be voted at our 2024 Annual Meeting of Shareholders (our “Annual Meeting”), and at any postponement, adjournment or recess of the Annual Meeting. In this Proxy Statement, VAALCO Energy, Inc. is referred to as the “Company,” “our company,” “we,” “our,” “us” or “VAALCO.”

Matters To Be Voted On

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE ENCOURAGE YOU TO VOTE AND SUBMIT YOUR PROXY BY INTERNET, TELEPHONE OR MAIL.

Governance Principles

The Board’s Corporate Governance Principles, which include guidelines for determining director independence and qualifications for directors, are published on VAALCO’s website at www.VAALCO.com. This website also makes available the charters for each of the Audit Committee, Compensation Committee, and Environmental, Social and Governance (“ESG”) Committee, and other corporate governance materials. These materials are also available in print to any shareholder upon request. The Board regularly reviews corporate governance developments and modifies its Corporate Governance Principles, committee charters and key practices as warranted.