NYSE: WTI W&T OFFSHORE INC 8-K

W&T Offshore shareholders approve 120% expansion of equity compensation plan to 22M shares

Filed June 4, 2026 · Period ending June 3, 2026 · ~1 min read

Key Changes

high

Shareholders voted to increase the 2023 equity compensation plan from 10 million to 22 million shares, adding 12 million shares to the pool available for employee and executive stock awards.

Item 5.07: Annual Meeting Results verify on EDGAR →
medium

The 12 million share increase represents potential dilution to existing shareholders as these shares may be issued over time through equity grants, though actual impact depends on future award timing and vesting.

Item 5.07: Equity Plan Amendment verify on EDGAR →
low

Six directors were re-elected to serve until 2027, with all nominees receiving between 89-92 million votes in favor, representing routine board continuity.

Item 5.07: Director Elections verify on EDGAR →
low

Executive compensation received 89% shareholder approval in advisory vote, and Deloitte & Touche was ratified as 2026 auditor with overwhelming support.

Item 5.07: Say-on-Pay & Auditor verify on EDGAR →

Summary

W&T Offshore held its 2026 Annual Meeting on June 3, where shareholders approved a significant expansion of the company's equity compensation capacity. The vote increased the 2023 Incentive Compensation Plan from 10 million to 22 million shares—a 120% increase that adds 12 million shares to the pool available for stock-based awards to employees and executives. The proposal passed with approximately 81% approval.

For retail investors, this expansion matters because it represents potential dilution of your ownership stake. As the company grants stock options, restricted shares, or other equity awards from this enlarged pool, your percentage ownership will decrease unless you purchase additional shares. The actual dilution impact will unfold over time as awards are granted and vest.

The company likely sought this increase to retain talent and align employee incentives with shareholder interests, but the trade-off is meaningful share count growth. Watch the company's quarterly filings for disclosure of actual equity grants made under the expanded plan. The 10-Q and proxy statements will show how quickly management taps this new 12 million share authorization and whether grant practices accelerate compared to historical patterns.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~200 words

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.

1 Added

Added Equity compensation plan amendment high

Added in current filing · verify on EDGAR →

During the Annual Meeting, shareholders voted to approve an amendment (the “Amendment”) to the Company’s 2023 Incentive Compensation Plan (the “Plan”) to increase the number of shares of the Company’s common stock available for issuance under the Plan from 10,000,000 to 22,000,000.

W&T Offshore shareholders approved a 120% expansion of the equity compensation pool at the June 3, 2026 annual meeting. The 2023 Incentive Compensation Plan now authorizes 22 million shares for issuance, up from 10 million previously. This increases the company's capacity to grant stock-based compensation to employees and executives.

Event · Item 5.07 — Submission of Matters to a Vote of Security Holders

~300 words

W&T Offshore held its 2026 Annual Meeting, electing six directors and approving executive compensation, auditor ratification, and equity plan expansion.

4 Added

Added Equity plan amendment medium

Added in current filing · verify on EDGAR →

Proposal 4: To amend the Plan to increase the Company’s number of shares of the Company’s common stock available for issuance thereunder from 10,000,000 to 22,000,000. The proposal was approved by the votes indicated.

Shareholders approved expanding the equity compensation plan by 12 million shares, increasing the total pool from 10 million to 22 million shares. The proposal passed with 75,403,085 votes for versus 17,404,719 against, representing approximately 81% approval. This expansion provides additional capacity for future equity-based compensation awards.

Show 3 minor / wording changes

Added Director elections low

Added in current filing · verify on EDGAR →

Proposal 1: To elect six directors to hold office until the 2027 Annual Meeting of Shareholders and until their successors are duly elected and qualified. All nominees were elected by the votes indicated.

Six directors were elected to serve until the 2027 Annual Meeting: Virginia Boulet, John D. Buchanan, Nancy Chang, Daniel O. Conwill IV, Tracy W. Krohn, and B. Frank Stanley. All nominees received majority support with vote totals ranging from approximately 89 million to 91.7 million shares in favor.

Added Executive compensation advisory vote low

Added in current filing · verify on EDGAR →

Proposal 2: To approve, on an advisory basis, the compensation of the Company’s named executive officers. The proposal was approved by the votes indicated.

Shareholders approved the advisory say-on-pay proposal with 82,526,156 votes for versus 10,207,396 against, representing approximately 89% approval. This non-binding vote indicates shareholder support for the company's executive compensation practices.

Added Auditor ratification low

Added in current filing · verify on EDGAR →

Proposal 3: To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accountants for the year ending December 31, 2026. The proposal was approved by the votes indicated.

Shareholders ratified Deloitte & Touche LLP as the independent auditor for 2026 with overwhelming support of 118,090,955 votes for versus 516,304 against. This routine approval confirms continuity in the company's external audit relationship.

Event · Item 9.01 — Financial Statements and Exhibits

~100 words

W&T Offshore filed Amendment No. 1 to its 2023 Incentive Compensation Plan; routine procedural filing with no material business impact disclosed.

1 Added

Show 1 minor / wording change

Added Amendment to 2023 Incentive Compensation Plan low

Added in current filing · verify on EDGAR →

Amendment No. 1 to the W&T Offshore, Inc. 2023 Incentive Compensation Plan

The company filed an amendment to its existing 2023 Incentive Compensation Plan. The 8-K does not provide details on what changes were made to the plan, only that an amendment was executed and attached as an exhibit. Without the exhibit content, the specific modifications to compensation terms, eligibility, or award structures cannot be determined.