Form 8-K - Current report

0001288403false00012884032024-06-142024-06-14

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

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Date of Report (Date of earliest event reported) June 14, 2024

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W&T Offshore, Inc.
(Exact name of registrant as specified in its charter)
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​	1-32414	​
​	(Commission File Number)	​
Texas	​	72-1121985
(State or Other Jurisdiction of Incorporation)	​	(IRS Employer Identification No.)
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5718 Westheimer Road, Suite 700 Houston, Texas 77057
(Address of Principal Executive Offices)
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713.626.8525
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, If Changed Since Last Report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.00001		WTI		New York Stock Exchange

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934

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Emerging growth company    ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.07 Submission of Matters to a Vote of Security Holders

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On June 14, 2024, W&T Offshore, Inc. (the “Company”) held the 2024 annual meeting of shareholders (the “Annual Meeting”) virtually. The proposals voted upon at the Annual Meeting and the final voting results are indicated below. For additional information on these proposals, please see the Company’s definitive proxy statement for the Annual Meeting, which was filed with the U.S. Securities and Exchange Commission on April 29, 2024 (the “Proxy Statement”).

Proposal 1: To elect six directors to hold office until the 2025 Annual Meeting of Shareholders and until their successors are duly elected and qualified. All nominees were elected by the votes indicated.

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Nominee	​	For	​	Withheld	​	Broker Non-Votes
Ms. Virginia Boulet	​	71,982,369	​	9,490,820	​	35,025,401
Mr. John D. Buchanan	​	77,988,941	​	3,484,248	​	35,025,401
Dr. Nancy Chang	​	76,656,273	​	4,816,916	​	35,025,401
Mr. Daniel O. Conwill IV	​	76,900,690	​	4,572,499	​	35,025,401
Mr. Tracy W. Krohn	​	76,093,067	​	5,380,122	​	35,025,401
Mr. B. Frank Stanley	​	76,046,081	​	5,427,108	​	35,025,401

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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.

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For	​	Against	​	Abstentions	​	Broker Non-Votes
74,599,514	​	6,427,054	​	446,621	​	35,025,401

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Proposal 3: To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accountants for the year ending December 31, 2024. The approval was approved by the votes indicated.

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For	​	Against	​	Abstentions
114,649,150	​	1,420,769	​	428,671

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SIGNATURES

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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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​	W&T OFFSHORE, INC. (Registrant)
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Dated: June 17, 2024	By:	/s/ Sameer Parasnis
​	Name:	Sameer Parasnis
​	Title:	Executive Vice President and Chief Financial Officer

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Document And Entity Information	Jun. 14, 2024
Document Information [Line Items]
Entity Central Index Key	0001288403
Entity Address, Address Line Two	Suite 700
Entity Registrant Name	W&T Offshore, Inc.
Written Communications	false
Amendment Flag	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Document Type	8-K
Document Period End Date	Jun. 14, 2024
Entity File Number	1-32414
Entity Incorporation, State or Country Code	TX
Entity Tax Identification Number	72-1121985
Entity Address, Address Line One	5718 Westheimer Road
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77057
City Area Code	713
Local Phone Number	626.8525
Title of 12(b) Security	Common Stock, par value $0.00001
Trading Symbol	WTI
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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