Vital Energy (VTLE) Proxy Filing summary

Executive summary

• Expanded Permian Basin position with the largest acquisition in company history, increasing oil production by 33%, proved reserves by 12%, and high-return inventory by 11% in 2024.

• Achieved record total production and significant cash flow growth, with $1.0 billion in operating cash flows and $232.8 million in Adjusted Free Cash Flow for 2024.

• Issued $1 billion in senior unsecured notes, reducing interest expenses by $11 million annually.

• Achieved 88% of 2030 combined Scope 1 and 2 GHG emissions intensity target and made substantial progress on other ESG goals.

• 2025 focus is on optimizing Adjusted Free Cash Flow and reducing absolute debt, with significant hedging of oil, gas, and NGL production.

Voting matters and shareholder proposals

• Election of three Class III directors for a three-year term.

• Ratification of Ernst & Young as independent registered public accounting firm for 2025.

• Advisory vote on executive compensation (say-on-pay).

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of 10 directors with staggered three-year terms; 9 of 10 are independent.

• Active board oversight of strategy, risk, and sustainability; annual self-assessments and succession planning.

• Separate independent Board Chair and CEO roles; robust stock ownership and clawback policies.

• Board committees: Audit, Compensation, Finance, and Nominating, Corporate Governance, Environmental and Social (NGE&S).

• Directors receive a mix of cash and stock compensation, with additional fees for committee chairs and leadership roles.