W&T Offshore (WTI) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 3, 2025, will be held virtually to maximize shareholder participation and environmental benefits.

• Shareholders of record as of April 15, 2025, are eligible to vote on key proposals, including director elections, executive compensation, and auditor ratification.

• The company continues to focus on maximizing cash flow, operational efficiency, and accretive acquisitions, with 2024 highlights including 33.3 MBoe/d production, $153.6M adjusted EBITDA, and 127.0 MMBoe proved reserves.

• Shareholder outreach led to significant governance and compensation changes, including enhanced ESG oversight and board diversity.

Voting matters and shareholder proposals

• Election of six directors to serve until the 2026 annual meeting.

• Advisory vote on executive compensation, with the board recommending approval.

• Ratification of Deloitte & Touche LLP as independent auditors for 2025.

• Shareholders can vote online, by phone, mail, or during the virtual meeting.

Board of directors and corporate governance

• Board expanded to six members, with 83% independent and 33% gender diversity.

• Recent additions include Dr. Nancy Chang (ESG Committee Chair) and John D. Buchanan (Presiding Director).

• Annual election of directors, plurality voting, proxy access, and no poison pill.

• Board committees: Audit, Compensation, Nominating and Corporate Governance, and ESG, all comprised of independent directors.

• Insider trading, anti-hedging, and anti-pledging policies in place.