Vital Energy (VTLE) Proxy Filing summary

Executive summary

• Crescent Energy and Vital Energy have agreed to a merger, with Vital shareholders receiving 1.9062 Crescent shares per Vital share, subject to approval by both companies' shareholders.

• The merger aims to create a leading mid-cap oil and gas company with a diversified asset base and enhanced scale, expected to be accretive on key financial metrics from 2026.

• The boards of both companies unanimously recommend approval, and major shareholders have entered into support agreements to vote in favor.

• The transaction is expected to close by year-end 2025, pending regulatory and shareholder approvals.

Voting matters and shareholder proposals

• Crescent shareholders will vote on issuing new shares for the merger and on potential adjournment of the meeting if more time is needed to secure votes.

• Vital shareholders will vote on adopting the merger agreement and on a non-binding advisory proposal regarding executive compensation related to the merger.

• Approval of the merger by both companies' shareholders is required for completion; certain large shareholders are contractually obligated to vote in favor.

Board of directors and corporate governance

• Post-merger, Crescent's board will expand to 12 members, with two directors designated by Vital and approved by Crescent.

• The Series I Preferred Stockholder retains significant governance rights, including board appointments, until certain thresholds are met.

• The combined company will be headquartered in Houston, Texas.