8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 9, 2023

Talos Energy Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-38497

82-3532642

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

333 Clay Street, Suite 3300

Houston, Texas

77002

(Address of principal executive offices)

(Zip Code)

(713) 328-3000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

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))

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

Title of Each Class

Trading

Symbol(s)

Name of Each Exchange

on Which Registered

Common Stock

TALO

NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

Item 5.07.

Submission of Matters to a Vote of Security Holders.

At the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Talos Energy Inc. (the “Company”) held on May 9, 2023, the Company’s stockholders were asked to consider and vote upon the following three proposals: (1) to elect five Class II directors to serve on the Company’s Board of Directors for a term of office expiring at the Company’s 2025 Annual Meeting of Stockholders, (2) to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2023 fiscal year and (3) to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers for the 2022 fiscal year, as disclosed in the Company’s definitive proxy statement for the Annual Meeting filed with the U.S. Securities and Exchange Commission on April 5, 2023 (the “Proxy Statement”). The following are the final voting results for the proposals considered and voted upon at the Annual Meeting, each of which is more fully described in the Proxy Statement:

The Class II directors that were up for election at the Annual Meeting were each elected for a two-year term expiring at the Company’s 2025 Annual Meeting of Stockholders, and until their successors are elected and qualified or until their earlier death, resignation or removal. Votes regarding the election of these directors were as follows:


NOMINEE	VOTES FOR	VOTES AGAINST	VOTES ABSTAINED	BROKER NON-VOTES
Mr. Timothy S. Duncan	85,647,697	248,721	20,072	17,732,546
Mr. John “Brad” Juneau	75,383,981	10,508,779	23,730	17,732,546
Mr. Donald R. Kendall, Jr.	83,466,521	2,427,000	22,969	17,732,546
Ms. Shandell M. Szabo	85,303,524	590,200	22,766	17,732,546
Mr. Richard M. Sherrill	85,296,750	596,773	22,967	17,732,546

2.	Ernst & Young LLP was ratified as the Company’s independent registered public accounting firm for the 2023 fiscal year. The voting results were as follows:


VOTES FOR	VOTES AGAINST	VOTES ABSTAINED
103,267,740	329,767	51,529

3.	The Board proposal seeking approval, on an advisory basis, of the compensation of the Company’s named executive officers for the 2022 fiscal year was approved. The voting results were as follows:


VOTES FOR	VOTES AGAINST	VOTES ABSTAINED	BROKER NON-VOTES
72,928,407	12,966,818	21,265	17,732,546

SIGNATURE

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

Date: May 17, 2023


TALOS ENERGY INC.

By:		/s/ William S. Moss III
Name:		William S. Moss III
Title:		Executive Vice President, General Counsel and Secretary

Talos Energy Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders