TALOS ENERGY INC.
For the period ended May 29, 2025. Filed Apr 18, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 29, 2025 · Filed Apr 18, 2025
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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
(Amendment No. )
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
DEAR FELLOW TALOS STOCKHOLDERS,
It is my pleasure to invite you to attend the 2025 Annual Meeting of Stockholders of Talos Energy Inc. (“Talos” or the “Company”) to be held on Thursday, May 29, 2025, at 10:00 AM Central Time, at our corporate offices located at Three Allen Center, 333 Clay Street, Suite 3300, Houston, Texas 77002 (the “Annual Meeting”).
Thank you for your continued support as a valued Talos stockholder. The past year has been a period of transition for Talos as we look forward to the Company’s next strategic phase. We are fortunate to have a solid asset base, a strong balance sheet, and a business that has consistently generated stable free cash flow. Our dedicated management team and employees have remained focused on operational excellence, which has driven strong financial results and the execution of our strategic objectives for the year. Our results in 2024 are a testament to the hard work and commitment of our employees.
In addition to our focus on the strategic direction of the Company to create long-term value for Talos stockholders, the Board of Directors (the “Board”) is also focused on protecting the interests of Talos’s stockholders. Over the past year, we took decisive actions with these priorities in mind.
Appointment of New President and CEO. In August 2024, the Board initiated a search for a new President and Chief Executive Officer (“CEO”) to succeed our former President and CEO, Mr. Timothy S. Duncan, following his departure. The Board considered various external candidates, with a focus on identifying a leader with strong offshore exploration, production, and deepwater operations experience and a proven track record of disciplined execution and value creation. Based on these criteria, the Board selected Mr. Paul Goodfellow who joined Talos in March 2025 as President, CEO and as an executive member of the Board.
Paul has over 30 years of experience in the oil and gas industry during a distinguished career at Shell plc from 1991 until joining Talos. During his tenure at Shell, Mr. Goodfellow held various senior leadership roles, including leading Shell’s global deepwater business, which included the U.S. Gulf of America, Offshore Mexico, Brazil, West Africa, Malaysia, the North Sea and other international areas. Paul most recently served as Shell’s Executive Vice President and Group Chief Internal Auditor overseeing the internal audit function, and prior to that, as Executive Vice President, Deep Water, Shell Upstream where he led Shell’s global deepwater business. Additionally, he held positions overseeing Shell’s global drilling, completion and well intervention organization and served as a key member of the Projects & Technology and Upstream leadership teams. The entire Board is confident that Paul’s seasoned perspective and strategic judgment will be instrumental in executing a strategy that drives stockholder value.
Engagement with Stockholders. Over the past year, our Board has remained committed to safeguarding stockholder interests and regularly engaging with our stockholders. In October 2024, in response to the accumulation of approximately 24% of Talos’s common stock by Control Empresarial De Capitales, S.A. de C.V. (“Control Empresarial”), the Board adopted a limited duration stockholder rights plan (the “Rights Plan”). The Board made it a priority when adopting the Rights Plan to include stockholder friendly provisions in line with stockholders’ expectations.
After the Rights Plan was adopted, we continued to engage in productive conversations with Control Empresarial, a significant and valued stockholder and an important commercial partner to the Company, in an effort to reach a constructive arrangement. As a result of those engagements, on December 16, 2024, Talos entered into a cooperation agreement with Control Empresarial and terminated the Rights Plan.
Year-End Strategic Review. I would also like to note a few key highlights from the past year. Talos beat 2024 quarterly consensus every quarter on production, adjusted EBITDA, and adjusted Free Cash Flow. Management employed strong capital discipline which allowed us to pay down the credit facility in full and strengthen our balance sheet. We achieved record oil and gas production levels, matched our lowest safety record for total recordable incident rate in the Company’s history, and reduced our methane emissions by ten percent, all while successfully integrating our acquisition of QuarterNorth Energy Inc. These accomplishments underscore the Company’s commitment to efficient operations, sound financial management, and a culture of safety and environmental stewardship. Overall, the Board is pleased with the Company’s strong performance in 2024, particularly during a period of executive transitions.
In closing, we look forward to the next strategic phase for Talos with exciting projects underway, a solid asset base, a hardworking executive team and employee base, and Paul’s expertise, vision and leadership. The Board’s commitment to long-term value creation and protecting stockholder interests remain steadfast. On behalf of the Talos Board, thank you for your continued support.
Sincerely,
Neal P. Goldman
Chairman of the Board of Directors
Talos Energy Inc. 2025 Annual Meeting of Stockholders Information
| Time 10:00 a.m. Central time | Date Thursday, May 29, 2025 | Place Three Allen Center 333 Clay Street, Suite 3300 Houston, Texas 77002 | Record Date Tuesday, April 8, 2025 |
Voting Methods
Even if you plan to attend the Talos Energy Inc. 2025 annual meeting of stockholders in person (including any adjournments or postponements thereof, the “Annual Meeting”), we urge you to vote in advance of the meeting using one of the advance voting methods below. If you choose to attend the Annual Meeting, you may still vote your shares in person, even if you have previously voted or returned your proxy card by any of the voting methods described below. If your shares are held in a bank or brokerage account, please refer to the materials provided by your bank or broker for voting instructions.
| By Internet: Cast your vote online at www.proxypush.com/TALO | By Phone: Call toll-free 1-866-291-6999 in the United States using any touch-tune telephone | By Mail: If you received a printed version of the proxy materials, mark, sign and date your proxy card and fold and return your proxy card in the postage-paid envelope to P.O. Box 8016 Cary, NC 27512-9903 | In Person: Attend the Annual Meeting in person and complete a written ballot as directed during the Annual Meeting |
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For further instructions on voting, please see the “Questions and Answers About the Annual Meeting” section of the accompanying Proxy Statement, refer to the Notice of Internet Availability of Proxy Materials you received in the mail, or, if you received a printed version of the proxy materials by mail, refer to the enclosed proxy card. Please refer to the accompanying Proxy Statement for a detailed explanation of the matters being submitted to a vote of the stockholders at the Annual Meeting.
The Annual Meeting is being held for the following purposes:
| Matter · Page Reference(For More Detail) · Board Recommendation | |||
|---|---|---|---|
| 1 | To elect to the Company’s Board of Directors the director nominees set forth in the accompanying Proxy Statement, each of whom will hold office for a one (1) year term until the next annual meeting of stockholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. | 6 | FOR each nominee ☑ |
| 2 | To approve, on a non-binding advisory basis, the Company’s Named Executive Officers’ compensation for the fiscal year ended December 31, 2024. | 71 | FOR ☑ |
| 3 | To approve, on a non-binding advisory basis, the frequency of future advisory votes on the Company’s Named Executive Officers’ compensation for every one year, every two years, every three years or stockholders may abstain from voting. | 72 | FOR A FREQUENCY OF EVERY ONE YEAR ☑ |
| 4 | To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. | 74 | FOR ☑ |
| 5 | To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. | — | — |
Each outstanding share of common stock, par value $0.01 per share (“common stock”) of Talos Energy Inc. (NYSE: TALO), entitles the holder of record at the close of business on Tuesday, April 8, 2025 to receive notice of and to vote at the Annual Meeting or any adjournments or postponements thereof.
ALL STOCKHOLDERS ARE EXTENDED A CORDIAL INVITATION TO ATTEND THE ANNUAL MEETING.
By Order of the Board of Directors,
William S. Moss, III Executive Vice President, General Counsel and Secretary
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 29, 2025: WE ENCOURAGE YOU TO ACCESS AND REVIEW ALL OF THE IMPORTANT INFORMATION CONTAINED IN THE PROXY MATERIALS BEFORE VOTING. THIS NOTICE OF ANNUAL MEETING AND PROXY STATEMENT AND OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024 ARE AVAILABLE AT WWW.PROXYDOCS.COM/TALO.
TABLE OF CONTENTS
| i | Road Map of Voting Items |
| ii | About Talos Energy Inc. |
| 1 | Proxy Statement Summary |
| 6 | Proposal 1: Election of Directors |
| 7 | Governance and Board Matters |
| 7 | Director Biographies |
| 14 | Director Independence |
| 15 | Qualifications, Skills and Experience of our Director Nominees |
| 16 | Board Composition |
| 17 | Committees of the Board |
| 23 | Board Oversight of Risk Management |
| 24 | Director Attendance |
| 27 | Stakeholder Engagement |
| 25 | Corporate Governance |
| 28 | Director Compensation |
| 30 | 2024 Director Compensation Table |
| 31 | Our Executive Officers |
| 34 | Executive Compensation Matters |
| 34 | Compensation Discussion and Analysis |
| 34 | Executive Summary |
| 37 | Introduction to Talos Competitive Market and Compensation Considerations |
| 38 | Program Design: Aligned with Business and Talent Strategy |
| 38 | Process for Setting Executive Compensation |
| 41 | Elements of Compensation for the 2024 Fiscal Year |
| 50 | Executive Severance Plan |
| 50 | Other Matters |
| 53 | Compensation Committee Report |
| 54 | Executive Compensation Tables |
| 54 | Summary Compensation Table |
| 56 | Grants of Plan-Based Awards Table |
| 57 | Outstanding Equity Awards at 2024 Fiscal Year-End |
| 58 | Option Exercises and Stock Vested |
| 59 | Pension Benefits |
| 59 | Nonqualified Deferred Compensation |
| 59 | Potential Payments Upon Termination or a Change in Control |
| 66 | CEO Pay Ratio |
| 67 | Pay Versus Performance |
| 68 | Narrative Disclosure to Pay vs. Performance Table |
| 69 | Disclosure of Most Important Performance Measures for 2024 Fiscal Year |
| 70 | Compensation Committee Interlocks and Insider Participation |
| 71 | Proposal 2: Non-Binding Advisory Vote on the Company’s Named Executive Officers’ Compensation |
| 72 | Proposal 3: Non-Binding Advisory Vote on the Frequency of Future Advisory Votes on the Company’s Named Executive Officers’ Compensation |
| 73 | Audit Committee Report |
| 74 | Proposal 4: Ratification of Appointment of Independent Registered Public Accounting Firm |
| 76 | Security Ownership of Certain Beneficial Owners and Management |
| 78 | Delinquent Section 16(a) Reports |
| 79 | Certain Relationships and Related Party Transactions |
| 79 | Policies and Procedures for Review of Related Party Transactions |
| 79 | Slim Family Officer and Affiliates |
| 80 | Registration Rights |
| 82 | Questions and Answers About the Annual Meeting |
| 91 | Stockholders Proposals; Identification of Director Candidates for Next Year |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.