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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A Letter from the Board of Directors

Dear Fellow Shareholders:

Over the past two years, we have delivered record breaking operational and financial results while meeting or exceeding our quarterly guidance targets. Maintaining operational excellence and consistent production across our portfolio is essential to expanding Adjusted EBITDAX which has allowed us to grow inorganically and to fund organic growth initiatives, better positioning Vaalco for the future.

In 2024, we generated net income of $58.5 million, record Adjusted EBITDAX of $303 million, and had record production of almost 25,000 working interest barrels equivalent per day(1), with record sales of almost 20,000 net revenue interest(2)barrels per day. Our SEC proved reserves grew 57% year-over-year to 45 million barrels of oil equivalent (“MMBOE”) thanks in part to the Svenska acquisition that we completed in April 2024. We accomplished all of this while sustaining our commitment to returning cash to shareholders in 2024 and over the past two years, we have returned $83 million of cash to our shareholders through our ongoing dividend program and share buybacks. We have positive momentum as we enter 2025, both operationally and financially, and we are building size, scale and profitability to sustainably grow Vaalco.

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 record growth and profitability over the past three years and we are poised to deliver more in the future. Across our diversified asset base, we have a multitude of projects to execute in the coming years. In Gabon, we have an extensive drilling campaign planned at Etame that we expect to add reserves and production. The FPSO refurbishment project in Cote d’Ivoire has already begun and we are working with the operator on the development drilling program that should begin in 2026. Also, in Cote d’Ivoire, we will be acquiring additional regional well data, licensing seismic data and conducting further geological evaluations of our newest block CI-705, where we are the operator with a 70% working interest. We have additional drilling campaigns planned in Egypt and Canada to help offset decline. In Equatorial Guinea, we are progressing the front-end engineering and design study and looking to take the project to final investment decision in the first half of 2025. Our entire organization is actively working to deliver sustainable growth and strong results to continue funding our capital programs, while also returning value to our shareholders through a top-quartile dividend.

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

(1)All WI production rates and volumes are Vaalco’s working interest volumes.

(2)All net revenue interest (“NRI”) production rates and volumes are Vaalco’s working interest volumes less royalty volumes, where applicable.

We have elected to furnish proxy materials to our shareholders on the Internet pursuant to rules adopted by the Securities and Exchange Commission. We believe these rules enable us to provide you with the information you need, while making delivery more efficient, more cost effective and friendlier to the environment. In accordance with these rules, beginning on or about April 25, 2025, we sent a Notice of Internet Availability of Proxy Materials to our shareholders.

2024 Full Year Highlights

2025 Accomplishments to Date

Notice of Annual Meeting of Shareholders

To the Shareholders of VAALCO Energy, Inc.: The 2025 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 5, 2025, 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 11, 2025.

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”) on or about April 25, 2025. The Notice contains instructions on how to access those documents over the internet, and how to request a paper copy of our proxy materials.

Admission An admission ticket or proof of stock ownership is required to enter the Annual Meeting. See page 15, “Voting and Other Procedures Related to the Annual Meeting” for further information.

Date Thursday, June 5, 2025

Time 9:00 a.m. Central Time

Place Hilton Houston Westchase 9999 Westheimer Road Houston, Texas 77042

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,

Andrew L. Fawthrop

Chair of the Board

Houston, Texas

April 25, 2025

YOUR VOTE IS IMPORTANT!

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF THE SHAREHOLDERS TO BE HELD ON JUNE 5, 2025, AT 9:00 A.M., CENTRAL TIME:

The Proxy Statement and our Annual Report for 2024 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) 365-6884

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

Table of Contents

Proxy Statement

2025 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 2025 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.(1) 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.