TALOS ENERGY INC. Item 5.07. Submission of Matters to a Vote of Security Holders.
A Special Meeting of the Stockholders (the "Special Meeting") of
At the Special Meeting, the Company's stockholders were asked to consider and vote upon the following proposals:
• Proposal No. 1: A proposal (the "Share Issuance Proposal") to approve,
for purposes of complying with Section 312.03 of the New York Stock
Exchange Listed Company Manual, the potential issuance of shares of Talos
Common Stock to the equityholders of EnVen Energy Corporation ("EnVen")
in connection with the mergers contemplated by the terms of the Agreement
and Plan of Merger, dated as of September 21, 2022 , by and between the
Company, Talos Production Inc. , Tide Merger Sub I Inc. , Tide Merger Sub
II LLC , Tide Merger Sub III LLC , BCC Enven Investments, L.P. and EnVen
(the "Merger Agreement").
• Proposal No. 2: To consider and vote upon each of the following
subproposals (collectively, the "A&R Charter Proposals") to approve and
adopt an amendment and restatement of the Second Amended and Restated
Certificate of Incorporation of the Company (the "A&R Charter"):
• Proposal No. 2A: To declassify the Board of Directors of the Company
(the "Talos Board") from three classes to one class at the 2025 annual
meeting of stockholders, with each Class I, Class II and Class III
director being elected annually for a one-year term thereafter;
• Proposal No. 2B: To provide that members of the Talos Board may be
removed, with or without cause, by the affirmative vote of the Company
stockholders holding at least a majority of the voting power of the
outstanding shares of Talos Common Stock;
• Proposal No. 2C: To provide that the Company's Amended and Restated
Bylaws may be amended, altered or repealed by the affirmative vote of
the holders of a majority of the voting power of the Company's capital
stock outstanding and entitled to vote thereon;
• Proposal No. 2D: To clarify that, to the fullest extent permitted by
and enforceable under applicable law, the exclusive forum for claims
under the Securities Act of 1933, as amended, shall be the federal
district courts of the United States , and that such exclusive forum
provision shall not apply to claims seeking to enforce any liability
or duty created by the Securities Exchange Act of 1934, as amended;
and
• Proposal No. 2E: To make certain other administrative and clarifying
changes to the A&R Charter that the Talos Board deems appropriate to
effect the foregoing amendment proposals and the termination of the
Amended and Restated Stockholders' Agreement, dated as of March 29,
2022 , by and among the Company, Riverstone Talos Energy EquityCo LLC ,
Riverstone Talos Energy DebtCo LLC , Riverstone V FT Corp Holdings,
L.P. , ILX Holdings II, LLC and Riverstone V Castex 2014 Holdings, L.P.
as contemplated by the Parent Support Agreement, dated as of
September 21, 2022 , by and among the Company, EnVen and entities
affiliated with Riverstone Holdings LLC .
• Proposal No. 3: A proposal (the "A&R Bylaws Proposal") to approve, on a
non-binding, advisory basis, an amendment and restatement of the Amended
and Restated Bylaws of the Company.
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• Proposal No. 4: A proposal (the "Adjournment Proposal") to approve the
adjournment of the Special Meeting to a later date or dates, if necessary
or appropriate, to permit further solicitation and vote of proxies in the
event that there are insufficient votes for, or otherwise in connection
with, the approval of any of the proposals.
The following are the final voting results for the proposals considered and voted upon at the Special Meeting:
1. The Share Issuance Proposal was approved by the Company's stockholders. The
voting results were as follows:
VOTES FOR VOTES AGAINST VOTES ABSTAINED
68,263,255 131,482 71,438
2. Each of the A&R Charter Proposals was approved by the Company's stockholders.
The voting results were as follows:
Proposal 2A:
BROKER
VOTES FOR VOTES AGAINST VOTES ABSTAINED NON-VOTES
68,434,982 17,434 13,759 0
Proposal 2B:
BROKER
VOTES FOR VOTES AGAINST VOTES ABSTAINED NON-VOTES
68,426,851 19,300 20,024 0
Proposal 2C:
BROKER
VOTES FOR VOTES AGAINST VOTES ABSTAINED NON-VOTES
68,440,167 14,555 11,453 0
Proposal 2D:
BROKER
VOTES FOR VOTES AGAINST VOTES ABSTAINED NON-VOTES
63,765,438 4,686,313 14,424 0
Proposal 2E:
BROKER
VOTES FOR VOTES AGAINST VOTES ABSTAINED NON-VOTES 68,062,023 372,681 31,471
0
3. The A&R Bylaws Proposal was approved, on an advisory basis, by the Company's
stockholders. The voting results were as follows:
VOTES BROKER
VOTES FOR VOTES AGAINST ABSTAINED NON-VOTES
67,996,809 447,629 21,737 0
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4. The Adjournment Proposal was approved by the Company's stockholders. The
voting results were as follows:
VOTES FOR VOTES AGAINST VOTES ABSTAINED
62,493,905 5,955,708 16,562
Item 7.01. Regulation FD Disclosure.
A copy of the press release issued on
In accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K under Item 7.01 and set forth in the attached Exhibit 99.1 is deemed to be "furnished" solely pursuant to Item 7.01 of Form 8-K and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press Release, datedFebruary 8, 2023 . 104 Cover Page Interactive Data File (embedded with Inline XBRL document). 3
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