W&T OFFSHORE INC 8-K

What Happened
W&T Offshore, Inc. (WTI) held its virtual Annual Meeting on June 3, 2026 and filed an 8-K on June 4, 2026 reporting that shareholders approved an amendment to the 2023 Incentive Compensation Plan to increase the number of shares available for issuance from 10,000,000 to 22,000,000 (an increase of 12,000,000 shares). The amendment had been described in the company’s Proxy Statement filed April 23, 2026 and is filed as Exhibit 10.1 to the 8-K. At the same meeting, six director nominees were elected, the company’s auditor (Deloitte & Touche LLP) was ratified, and the advisory “say-on-pay” vote on executive compensation was approved.

Key Details

• Amendment approved: Plan shares increased from 10,000,000 to 22,000,000 (net +12,000,000).
• Amendment vote (Proposal 4): For 75,403,085; Against 17,404,719; Abstentions 27,563; Broker non-votes 26,334,136.
• Directors elected (Proposal 1): All six nominees elected; example vote totals — John D. Buchanan: For 91,749,521 / Withheld 1,085,846; Tracy W. Krohn: For 91,586,957 / Withheld 1,248,410 (broker non-votes 26,334,136 for each).
• Other votes: Say-on-pay (Proposal 2) — For 82,526,156; Against 10,207,396; Abstain 101,815. Auditor ratification (Proposal 3) — For 118,090,955; Against 516,304; Abstain 562,244.

Why It Matters
The approved increase expands the pool of common stock available for employee, director and other equity awards, which the company can use for compensation and retention. That expansion can lead to future share issuances and potential dilution for existing shareholders when awards are granted and vest. Investors should review the Amendment (Exhibit 10.1) and the Proxy Statement for details on award types, vesting, reuse of shares and any limits, and note the board and shareholder support levels shown by the vote counts.