TALOS ENERGY INC.
For the period ended Jun 4, 2026. Filed Apr 22, 2026.
View on SEC.govAbout this filing
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.
Jun 4, 2026 · Filed Apr 22, 2026
Contents
Proxy Statement Summary
This summary highlights information that you will find throughout this proxy statement (this “Proxy Statement”) in connection with the 2026 Annual Meeting of Stockholders (including any adjournments or postponements thereof, the “Annual Meeting”) of Talos Energy Inc. (the “Company,” “Talos,” “we,” “us” or “our”). This summary does not contain all of the information that you should consider. You should read this Proxy Statement in its entirety and the information contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (our “Annual Report”), which is available at www.proxydocs.com/TALO. We are making this Proxy Statement available to you on or about April 22, 2026, in connection with the solicitation of proxies by our board of directors (our “Board of Directors” or the “Board”).
2026 Annual Meeting of Stockholders
Time and Date: Thursday, June 4, 2026, 10:00 a.m. (Central time)
Location: Three Allen Center, 333 Clay Street, Suite 3300, Houston, Texas 77002
Record Date: Wednesday, April 8, 2026
Voting: In accordance with our Second Amended and Restated Certificate of Incorporation, as amended, each share of our common stock, par value $0.01 per share (“common stock”), is entitled to one vote for each proposal to be voted on.
Proxy Materials: Our proxy materials, including the Notice of Annual Meeting and Proxy Statement and our Annual Report are available at www.proxydocs.com/TALO.
Voting Matters and Board Recommendations
The Board recommends that you vote on the various proposals as indicated in the “Road Map of Voting Items.”
Please see “Questions and Answers About the Annual Meeting” beginning on page 86 for additional information about the proxy materials, the Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”), the Annual Meeting and voting.
Board of Directors and Director Nominees
Independent Board: Our Board is comprised of a majority of independent directors.
Non-Executive Chairman of the Board: Mr. Neal P. Goldman has served as the independent, non-executive Chairman of the Board since 2018.
President, Chief Executive Officer and Executive Director: Mr. Paul R. Goodfellow has served as an executive member of the Board since March 2025, when he was appointed as President and Chief Executive Officer of the Company.
| 2026 PROXY STATEMENT | 1 |
Director Nominees:
The Company has proposed the following nominees for election to the Board at the Annual Meeting, to serve for a one (1) year term until the Company’s next annual meeting of stockholders to be held in 2027. Ms. Paula R. Glover, currently a director of the Company, is not standing forre-election and her term will end at the Annual Meeting.
| Director Nominees | Age | DirectorSince | Independent(1) | Current Committee Memberships (2) |
|---|---|---|---|---|
| Neal P. Goldman Chairman Managing Member SAGE Capital Investments | 56 | 2018 | ✓ | • Audit • Nominating & Governance (Chair) |
| Paul R. Goodfellow Executive Director President and Chief Executive OfficerTalos Energy Inc. | 60 | 2025 | ExecutiveDirector | • None |
| John “Brad” Juneau Director Founder Juneau Oil and Gas, LLC | 66 | 2018 | ✓ | • Compensation • SSCR |
| Richard M. Sherrill Director Senior Vice President Howard Energy Partners | 60 | 2023 | ✓ | • Audit (Chair) • Compensation |
| Charles M. Sledge Director Former Chief Financial OfficerCameron International Corporation | 60 | 2018 | ✓ | • Compensation (Chair) • Nominating & Governance |
| Shandell M. Szabo Director Former Vice President of US ExplorationAnadarko Petroleum Corporation | 51 | 2023 | ✓ | • Audit • SSCR (Chair) |
| (1) | As determined by the Board in accordance with the New York Stock Exchange (“NYSE”) listing standards and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). |
| (2) | See “Governance and Board Matters—Committees of the Board” for anticipated committee changes to become effective immediately after the Annual Meeting. |
Standing Committees of the Board:
| AUDIT | COMPENSATION | NOMINATING & GOVERNANCE | SAFETY, SUSTAINABILITY AND CORPORATE RESPONSIBILITY (“SSCR”) |
|---|
Independent Board Committees: Each of the Board’s standing committees are composed entirely of independent directors.
Current Board Committee Membership: The table below indicates the current members and chairpersons of each standing committee of the Board as of the date of this Proxy Statement. See “Governance and Board Matters—Committees of the Board” for anticipated committee changes to become effective immediately after the Annual Meeting.
| Director | Audit Committee | CompensationCommittee | Nominating &GovernanceCommittee | SSCRCommittee |
|---|---|---|---|---|
| Goldman | ✓ | ✓ Chair | ||
| Goodfellow | ||||
| Glover (1) | ✓ | ✓ | ✓ | |
| Juneau | ✓ | ✓ | ||
| Sherrill | ✓ Chair | ✓ | ||
| Sledge | ✓ Chair | ✓ | ||
| Szabo | ✓ | ✓ Chair | ||
| (1) | Ms. Glover is not standing for re-election to the Board at the Annual Meeting and will conclude her service on the Board and each of the committees on which she serves at the expiration of her term at the Annual Meeting. The Board intends to reduce its size from seven to six directors after the Annual Meeting. |
| 2026 PROXY STATEMENT | 3 |
Board and Governance Practices and Highlights
The Company is committed to good corporate governance as part of our efforts to promote the long-term interests of stockholders, maintain strong Board and management accountability, and continue building public trust in the Company. Our current Board and governance practices include:
| BOARD AND GOVERNANCE PRACTICES | |
|---|---|
| Current Size of Board (1) | 7 members |
| Average Age of Director Nominees (2) | 59 years |
| Average Tenure of Director Nominees (3) | 5.2 years |
| Current Independent Directors (4) | 6 of 7 |
| Independent Standing Board Committees | Yes |
| Annual Election of Directors | Yes |
| Majority Voting for Directors | Yes |
| Director Resignation Policy | Yes |
| Supermajority Voting Provisions | No |
| Independent Non-Executive Chairman | Yes |
| Regular Executive Sessions of Independent Directors | Yes |
| Strong Board and Committee Meeting Attendance | Yes |
| Annual Board and Committee Self-Evaluations | Yes |
| Annual Stockholder Engagement | Yes |
| Active Board Refreshment | Yes |
| Equity Grants to Non-Employee Directors | Yes |
| Number of Board Meetings Held in 2025 | 10 |
| Code of Conduct Applicable to Directors | Yes |
| Board Oversight of Enterprise Risk Management and Long-Term Strategy | Yes |
| Full and Free Access for Directors to Officers, Employees and Company Books and Records | Yes |
| Board-Level Oversight of Safety, Sustainability and Corporate Responsibility Matters | Yes |
| Management-Level Disclosure Committee for Financial Reporting | Yes |
| Annual Non-Binding Advisory Vote on Executive Compensation | Yes |
| Poison Pill (5) | No |
| Related Persons Transaction Policy | Yes |
| Insider Trading Policy | Yes |
| Stock Ownership Policy for Senior Executives and Non-Employee Directors | Yes |
| Anti-Hedging and Anti-Pledging Policies | Yes |
| Clawback Policy | Yes |
| Directors Sit on the Board of More than Three Other Public Companies in Addition to our Board | No |
| (1) | The Board intends to reduce its size from seven to six directors after the Annual Meeting. |
| (2) | Director nominees’ ages range from 51 to 66 years. Rounded up to the next whole number as of the date of this Proxy Statement. |
| (3) | Director nominees’ tenures range from one to eight years. Rounded up to the next decimal point as of the date of this Proxy Statement. |
| (4) | All non-employee directors, other than Mr. Paul Goodfellow, the Company’s President and Chief Executive Officer, have been deemed independent by the Board in accordance with NYSE listing standards and SEC regulations. Following the Annual Meeting, we anticipate that five out of six of our directors will be deemed independent. |
| (5) | See “Certain Relationships and Related Party Transactions—Slim Family Office and Affiliates—Cooperation Agreement” for further information regarding our Cooperation Agreement with Control Empresarial de Capitales, S.A. de C.V. (“Control Empresarial”), an entity controlled by the family of Carlos Slim Helú, a beneficial owner of approximately 24.7% of the outstanding shares of the Company’s common stock as of March 31, 2026, based on the Schedule 13D/A filed by the Slim Family and Control Empresarial on March 30, 2026. |
The Board recognizes the importance of maintaining strong corporate governance practices for both effective oversight of the Company’s business and helping to fulfill the Board’s responsibilities to the Company’s stockholders. The Board is therefore committed to continuing to monitor and implement, where practicable, best practices for corporate governance.
| 2026 PROXY STATEMENT | 5 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.