2023TALOS ENERGY 2024 PROXY STATEMENT

2023Talos Energy Inc.’s 2024 Annual Meeting of Stockholders Information

 

Time 10:00 a.m. localCentral time

Date May 9, 202323, 2024

Place Three Allen Center 333 Clay Street, Suite 3300    Houston, Texas 77002

Record Date March 20, 2023April 3, 2024

Voting Methods

Even if you plan to attend the 2023Talos Energy Inc. 2024 annual meeting of stockholders (the(including any adjournment or postponement thereof, the “Annual Meeting”) in person, we urge you to vote in advance of the meeting using one of these advance voting methods.

 

By Internet: www.proxydocs.com/TALO		By Phone: 1-866-291-6999		By Mail: P.O. Box 8016 Cary, NC 27512-9903

WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, WE URGE YOU TO VOTE YOUR SHARES BY INTERNET, BY TELEPHONE, OR BY SIGNING, DATING AND RETURNING THE PROXY CARD YOU WILL RECEIVE. IF YOU CHOOSE TO ATTEND THE ANNUAL MEETING, YOU MAY STILL VOTE YOUR SHARES IN PERSON, EVEN THOUGH YOU HAVE PREVIOUSLY VOTED OR RETURNED YOUR PROXY BY ANY OF THE METHODS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF YOUR SHARES ARE HELD IN A BANK OR BROKERAGE ACCOUNT, PLEASE REFER TO THE MATERIALS PROVIDED BY YOUR BANK OR BROKER FOR VOTING INSTRUCTIONS.

The Annual Meeting is being held for the following purposes:

By order of the Board of Directors,

 

		Neal P. GoldmanWilliam S. Moss III Chairman of the BoardExecutive Vice President, General Counsel and Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERANNUAL MEETING TO BE HELD ON MAY 9, 2023:23, 2024: THIS PROXY STATEMENT, THE PROXY CARD AND OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023 ARE AVAILABLE AT WWW.PROXYDOCS.COM/TALO.

TALOS ENERGY INC.

Three Allen Center

333 Clay Street, Suite 3300

Houston, Texas 77002

PROXY STATEMENT

2023 ANNUAL MEETINGROAD MAP OF STOCKHOLDERS

The Board of Directors (the “Board of Directors” or the “Board”) of Talos Energy Inc. (the “Company”) requests your proxy for the 2023 Annual Meeting of Stockholders that will be held on May 9, 2023, at 10:00 a.m. Central Time, at Three Allen Center, 333 Clay Street, Suite 3300, Houston, Texas 77002 (the “Annual Meeting”). By granting the proxy, you authorize the persons named on the proxy to represent you and vote your shares at the Annual Meeting. Those persons will also be authorized to vote your shares at any adjournments or postponements of the Annual Meeting, and with respect to any other matters that properly come before the Annual Meeting or any adjournments or postponements thereof. This Proxy Statement, the enclosed proxy card and our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (our “Annual Report”) are being mailed to stockholders beginning April 6, 2023.VOTING ITEMS

ABOUT TALOS ENERGY INC.

Headquartered in Houston, Texas, Talos Energy Inc. is a leading independent offshore exploration and production (“E&P”) company with operations in the U.S. Gulf of Mexico and offshore Mexico.

Talos became a public company in May 2018 following its business combination with Stone Energy Corporation, transitioning from a private company with five original employees in 2012 to over 700 employees after our acquisition of QuarterNorth Energy Inc. (“QuarterNorth”) in March 2024. Since its founding over a decade ago, Talos has maintained its entrepreneurial spirit while growing to become the fifth largest operator on a combined Talos/QuarterNorth basis in the Gulf of Mexico offshore basin.

We take pride in leveraging our technical and operational expertise to acquire, explore and develop offshore assets in order to provide responsibly-produced energy with a commitment to safe and efficient operations, environmental responsibility, and good governance and ethics.

Areas of Operation

In addition, any other matters that properly come before the Annual Meeting or any adjournments or postponements thereof will be considered. Management is presently aware of no other business to come before the Annual Meeting.PROXY STATEMENT SUMMARY

Recommendation of the Board

The Board recommendsThis summary highlights information that you vote FOR the election to the Board of each of the director nominees named inwill find throughout this Proxy Statement (Proposal ONE); FOR(this “Proxy Statement”) in connection with the ratification2024 Annual Meeting of Stockholders (including any adjournment or postponement thereof, the “Annual Meeting”) of Talos Energy Inc. (“Talos,” the “Company,” “we,” “us” or “our”). This summary does not contain all of the appointment of EY asinformation that you should consider. You should read this Proxy Statement in its entirety and the information contained in our independent registered public accounting firmAnnual Report on Form 10-K for the fiscal year ending December 31, 2023 (Proposal TWO); and FOR the approval, on a non-binding advisory basis, of the Company’s Named Executive Officer compensation for the fiscal year ended December 31, 2022 (Proposal THREE).

Voting2023 (our “Annual Report”), which is available under the “Presentations & Filings” tab within the “Investor Relations” section on our website at the Annual Meeting

Our common stock, par value $0.01 per share (our “common stock”), is the only class of securities that entitles holders to vote generally at meetings of the Company’s stockholders. Holders of our common stock will vote as a single class on all matters presented at the Annual Meeting. Each share of our common stock outstanding on March 20, 2023 (the “Record Date”) entitles the holder to one vote at the Annual Meeting.

If on the Record Date you held shares of our common stock thatwww.talosenergy.com. We are represented by stock certificates or registered directly in your name with our transfer agent, Computershare Trust Company, N.A. (“Computershare”), you are considered the stockholder of record with respect to those shares and Computershare is sending these proxy materials directlymaking this Proxy Statement available to you on our behalf. Proxies may also be solicited on behalf of the Board of Directors, without additional compensation, by our directors, officers and other regular employees. We have not retained a professional proxy solicitor or other firm to assistabout April 17, 2024, in connection with the solicitation of proxies although we may do so if deemed appropriate. As a stockholderby our board of record asdirectors (our “Board” or “Board of the Record Date, you may vote in person at theDirectors”).

2024 Annual Meeting or by proxy. Whether or not you plan to attend the Annual Meeting in person, we urge you to vote in advance of the Annual Meeting by way of the internet, by telephone or by filling outShareholders

Time and returning the enclosed proxy card. If you submit a proxy but do not give voting instructions as to how your shares should be voted on a particular proposal at the Annual Meeting, your shares will be voted in accordance with the recommendations of the Board stated in this Proxy Statement. Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before its use by (1) delivering a written notice of revocation addressed to Talos Energy Inc., Attn: William S. Moss III,Date: Thursday, May 23, 2024, 10:00 a.m. (Central time)

Location: Three Allen Center, 333 Clay Street, Suite 3300, Houston, Texas 77002 (2) duly executing a

Record Date: Wednesday, April 3, 2024

Voting: In accordance with the Company’s Second Amended and Restated Certificate of Incorporation, each share of our common stock, par value $0.01 per share (“common stock”), is entitled to one vote for each proposal to be voted on.

Materials: Our proxy bearing a later date, (3) voting again by Internet or by telephone or (4) attendingmaterials are available on our website at www.talosenergy.com under the “Presentation & Filings” tab within the “Investor Relations” section.

Voting Matters and Board Recommendations

The Board recommends that you vote on the various proposals as indicated in the “Road Map of Voting Items” on page i.

Questions and Answers about the Meeting

Please see “Questions and Answers About the Annual Meeting” beginning on page 86 for additional information about the proxy materials, the Annual Meeting and voting in person. Your last vote or proxy will bevoting.

Board of Directors and Director Nominees

Independent Board: Our Board is comprised of a majority of independent directors.

Non-Executive Chairman of the vote or proxy that is counted. AttendanceBoard: Neal P. Goldman has served as the independent, non-executive Chairman of the Board since 2018.

Proxy Statement Summary

Director Nominees:

The Company has proposed the following three (3) director nominees for election to the Board at the Annual Meeting, will not cause your previously granted proxyeach for a one-year term until the Company’s next annual meeting of stockholders to be revoked unless you vote or specifically so request.held in 2025.

Other Directors:

The Company’s other directors include:

About the Annual MeetingProxy Statement Summary

If on the Record Date you held shares of our common stock in an account with a brokerage firm, bank or other nominee, then you are a beneficial ownerStanding Committees of the shares and hold such shares in “street name,” and these proxy materials will be forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares held in their account, and the nominee has enclosed or provided voting instructions for you to use in directing it how to vote your shares. The nominee that holds your shares, however, is considered the stockholder of record for purposes of voting at the Annual Meeting. Because you are not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you bring to the Annual Meeting a letter from your broker, bank or other nominee confirming your beneficial ownership of the shares as of the Record Date. Whether or not you plan to attend the Annual Meeting, we urge you to vote by following the voting instructions provided to you to ensure that your vote is counted.Board:

If you are a beneficial owner and do not vote, and your broker, bank or other nominee does not have discretionary power to vote your shares, your shares may constitute “broker non-votes.” Broker non-votes occur when shares held by a broker for a beneficial owner are not voted with respect to a particular proposal and generally occur because the broker (1) does not receive voting instructions from the beneficial owner and (2) lacks discretionary authority to vote the shares. Brokers and other nominees have discretionary authority to vote on the ratification of our independent registered public accounting firm for clients who have not provided voting instructions. However, without voting instructions from their clients, they cannot vote on “non-routine” proposals, including the election of directors. Shares that constitute broker non-votes will be counted for the purpose of establishing a quorum at the Annual Meeting. Voting results will be tabulated and certified by the inspector of elections appointed for the Annual Meeting.

A list of stockholders entitled to vote at the Annual Meeting will be available for inspection during ordinary business hours for a period of ten days before the Annual Meeting at our offices located at Three Allen Center, 333 Clay Street, Suite 3300, Houston, Texas 77002. The list will also be available for inspection at the Annual Meeting.

Quorum Requirement for the Annual Meeting

The presence, in person or by proxy, at the Annual Meeting of the persons holding shares of our outstanding common stock on the Record Date that represent a majority of the voting power of all outstanding shares of our common stock entitled to vote at the Annual Meeting will constitute a quorum, permitting us to conduct our business at the Annual Meeting. On the Record Date, there were 127,455,965 shares of our common stock held by 248 stockholders of record. Both abstentions (i.e., if you or your broker mark “ABSTAIN” on a proxy or voting instruction form, or if a stockholder of record attends the Annual Meeting, but does not vote (either before or during the Annual Meeting)) and broker non-votes will be considered to be shares present at the Annual Meeting for purposes of establishing a quorum.

Required Votes

Election of Directors. Each nominee for director will be elected by the affirmative vote of a majority of the votes cast with respect to such nominee’s election at the Annual Meeting. This means that the number of shares voted “for” a nominee must exceed the number of shares voted “against” that nominee. Abstentions and broker non-votes are not taken into account in determining the outcome of the election of directors.

Ratification of our Independent Registered Public Accounting Firm. Approval of the proposal to ratify the Audit Committee’s appointment of EY as our independent registered public accounting firm for the fiscal year ending December 31, 2023 requires the affirmative vote of a majority of the votes cast affirmatively or negatively at the Annual Meeting by the holders entitled to vote on the proposal. Abstentions and broker non-votes are not taken into account in determining the outcome of this proposal.

Approval of Named Executive Officer Compensation. Approval, on a non-binding advisory basis, of the Company’s Named Executive Officer compensation for the fiscal year ended December 31, 2022 requires the affirmative vote of a majority of the votes cast affirmatively or negatively at the Annual Meeting by the holders entitled to vote on the proposal. Abstentions and broker non-votes are not taken into account in determining the outcome of this proposal. This advisory vote on executive compensation is not binding on the Company, the Compensation Committee or the Board. However, the Compensation Committee and the Board will take into account the result of the vote when determining future executive compensation programs. This agenda item is also known as the “Say-on-Pay” vote.

Independent Board Committees: Each of the Board’s committees is composed entirely of independent directors.

Board Committee Membership: The following table below provides for the current members and chairpersons of each standing committee of the Board.

Please see “Governance and Board Matters—Committees of the Board” for additional information regarding our Board’s standing committees.

About the Annual MeetingProxy Statement Summary

Resignation PolicyBoard and Governance Practices and Highlights

In the event of an uncontested election of directors (i.e., an election at which the number of nominees does not exceed the number of directors to be elected) that results in an incumbent director nominee receiving a greater number of votes “against” his election than votes “for” election, the resignation policy included in our Corporate Governance Guidelines requires that such nominee promptly tender his resignation to our Board of Directors.

The resignation policy permits the Board of DirectorsCompany is committed to delegate to a committee the responsibility to make recommendations regarding any such resignation tendered. The Board is required to take action with respect such resignation, taking into account any such committee recommendation (if applicable), and thereafter disclose the Board’s determination,good corporate governance as well as the rationale if the Board decided to reject such resignation.

Solicitation of Proxies

We will bear the cost of solicitation of proxies. This includes the charges and expenses of brokerage firms and others for forwarding solicitation material to beneficial ownerspart of our outstanding common stock. We may solicit proxies by mail, personal interview, telephone, or viaefforts to promote the Internet through our directors, officerslong-term interests of stockholders, maintain strong Board and other regular employees, who will receive no additional compensation for their services.

Default Voting

A proxy that is properly completedmanagement accountability, and submitted will be voted atcontinue building public trust in the Annual Meeting in accordance with the instructions on the proxy. If you properly executeCompany. Our Board and submit a proxy, but do not provide any voting instructions, your shares will be voted FOR the election to the Board of each of the director nominees listed in Proposal ONE, FOR Proposal TWO and FOR Proposal THREE.

If any other business properly comes before the stockholders for a vote at the Annual Meeting, your shares will be voted in accordance with the discretion of the holders of the proxy. The Board of Directors knows of no matters, other than those previously stated, to be presented for consideration at the Annual Meeting.governance practices include:

The Board recognizes the importance of maintaining strong corporate governance practices for both enabling effective oversight of the Company’s business and helping to fulfill the Board’s responsibilities to the Company’s stockholders. The Board is therefore committed to continuing to monitor—and implementing where practicable—best practices for corporate governance, as well as seeking to listen to feedback on these topics from our stockholders and other key stakeholders.

Proxy Statement Summary

The Board proactively reviews the Company’s corporate governance policies and considers corporate governance issues and feedback from our stockholders and other key stakeholders. Examples of recent changes in corporate governance practices include:

PROPOSAL ONE:1: ELECTION OF DIRECTORS

Proposal One – Election of Directors

At the recommendation of the Nominating & Governance Committee, the Board of Directors has nominated the following five (5)three (3) individuals for election as Class IIIII directors of the Company,Company:

Neal P. Goldman Chair of Board		Paula R. Glover Director		Joseph A. Mills Director

Each of the directors nominated by the Board has consented to serving as a director nominee, being named in this Proxy Statement, and serving on the Board if elected. Each director elected at the Annual Meeting will be elected to serve for a two-yearone-year term beginning at the Annual Meeting and expiring at the 2025 Annual Meetingnext annual meeting of Stockholders,stockholders, and until either they are re-elected or their successors are duly elected and qualified or until their earlier death, resignation or removal:removal. If any nominee is unable to serve or otherwise will not serve as a director at the time of the Annual Meeting, the proxy holders may vote for any nominee designated by the present Board to fill the vacancy. See “Governance and Board Matters—Board Composition” beginning on page 7 for biographical information regarding our directors, including our director nominees.

On January 13, 2024, we executed a merger agreement to acquire QuarterNorth, a privately-held U.S. Gulf of Mexico E&P company (such acquisition, the “QuarterNorth Acquisition,” and such agreement, the “QuarterNorth Merger Agreement”). Pursuant to the QuarterNorth Merger Agreement, we (a) increased our Board size from eight (8) to nine (9) members and (b) appointed QuarterNorth’s Board designee, Mr. Timothy S. Duncan

Mr. John “Brad” Juneau

Mr. Donald R. Kendall, Jr.

Ms. Shandell Szabo

Mr. Richard Sherrill

GOVERNANCE AND BOARD MATTERS

Board Composition

Set forth below is biographical information about each of our current directors and our director nominees.

						Neal P. Goldman Background: • Managing Member, SAGE Capital Investments, LLC, a consulting firm specializing independent board of director services, restructuring, strategic planning and transformations for companies in multiple industries including energy, technology, media, retail, gaming and industrials (2013 to Present) • Managing Director, Och Ziff Capital Management, LP (2014 to 2016) • Founding Partner, Brigade Capital Management, LLC (2007 to 2012) • Portfolio Manager, MacKay Shields LLC • Various positions at Salomon Brothers Inc. (mergers and acquisitions and high yield trading) Current Public Boards: • Weatherford International plc (NASDAQ: WFRD) (December 2019 to Present) –  Nominating and Governance Committee (Chair) –  Audit Committee (Vice Chair; audit committee financial expert) –  Compensation and Human Resources Committee • Diamond Offshore Drilling, Inc. (NYSE: DO) (May 2021 to Present) –  Chairman • KLDisccovery Inc. (OTC: KLDI) (March 2024 to Present) Prior Public Boards: • Stone Energy Corporation (March 2017 to May 2018) –  Chairman • Mallinckrodt plc (NYSE: MNK) (June 2022 to November 2023) –  Human Resources and Compensation Committee (Chair) –  Audit Committee (audit committee financial expert) • Core Scientific, Inc. (OTC: CORZQ) (2002 to 2023) • Various other public boards held prior to 2019, including Redbox Entertainment Inc., Ultra Petroleum Corporation, Midstates Petroleum Company, LLC, Ditech Holding Corporation (f/k/a Walter Investment Management Corp.) and Pimco Income Strategy Fund I and II
		Chairman Age: 54 Director since: 2018
		Committees: •  Nominating & Governance (Chair)
		Education: University of Michigan, B.A. University of Illinois, M.B.A.
						We believe Mr. Goldman’s involvement in strategic and financial planning, and public company corporate governance, and his leadership experience on multiple boards, bring valuable leadership and perspective to our Board of Directors.

Governance and Board Matters

						Timothy S. Duncan Background: • Co-founder, President and Chief Executive Officer, Talos Energy Inc. (NYSE: TALO) (February 2012 to Present) • Senior Vice President of Business Development and Founder, Phoenix Exploration Company, LP, which was sold to Apache Corporation in August 2011 (2006 to 2011) • Manager of Reservoir Engineering and Evaluations, Gryphon Exploration (2000 to 2005) • Various reservoir engineering and portfolio evaluation functions for Amerada Hess Corporation, Zilkha Energy Company and Pennzoil E&P Company (1995 to 2000) Leadership/Service: • Dean’s Advisory Council for College of Engineering and the Foundation Board at Mississippi State University • National Ocean Industries Association (NOIA) –  Chair (2021 to 2022) –  Vice Chair (2020 to 2021) –  Director (Present) • American Cancer Society CEOs Against Cancer • Appointed by U.S. Secretary of Energy to the National Petroleum Council (2024-2025) Current Public Boards: • Chesapeake Energy Corporation (NASDAQ: CHK) (February 2021 to Present) –  Audit Committee (audit committee financial expert) –  Compensation Committee –  ESG Committee Other Expertise, Associations and Honors: • Over the last 20 years, helped developed two other exploration and production companies from the ground up • Society of Petroleum Engineers • Independent Petroleum Association of America • Named Ernst & Young Entrepreneur of the Year for the Energy & Energy Services sector in the Gulf Coast area (June 2016) • Honored as a Distinguished Fellow of the College of Engineering at Mississippi State University (2012) • Honored as one of 20 Agents of Change in Energy for Hart Energy’s 50th anniversary inaugural recognition ceremony (2023)
		President and Chief Executive Officer, Director Age: 51 Director since: 2018
		Committees: • None
		Education: Mississippi State University, B.S. (Petroleum Engineering) Bauer Executive Program at the University of Houston, M.B.A.
						Mr. Duncan brings executive leadership as a senior officer of oil and gas companies as well as extensive experience as a reservoir engineer and broad industry knowledge as a member of our Board of Directors.

Proposal One – Election of DirectorsGovernance and Board Matters

Stockholders’ Agreements

						Paula R. Glover Pursuant to the Stockholders’ Agreement (the “Previous Stockholders’ Agreement”) we entered into in connection with the business combination of Talos Energy LLC and Stone Energy Corporation (“Stone”) on May 10, 2018, as amended, (the “Stone Combination”), and our Amended & Restated Bylaws (“Bylaws”), certain funds and other alternative investment vehicles managed by Apollo Management VII, L.P. and Apollo Commodities Management, L.P., with respect to Series I (the “Apollo Funds”) and certain entities controlled by or affiliated with Riverstone Energy Partners V, L.P. (the “Riverstone Funds,” and the Apollo Funds and the Riverstone Funds, each a “Stockholder Group”), each independently had the right to designate, in connection with any annual or special meeting of our stockholders at which directors would be elected, (i) two persons for nomination by the Board of Directors for election to the Board (each, a “Nominee”) for so long as such Stockholder Group owned at least (A) 15% of our outstanding common stock or (B) 50% of the number of shares of our common stock issued to such Stockholder Group in connection with the Stone Combination, after appropriate adjustment for any stock split, subdivision, combination or reclassification of any shares (such shares with respect to each Stockholder Group, the “Initial Group Shares,” and collectively, the “Initial Shares”) and (ii) one Nominee for so long as such Stockholder Group owned (A) at least 5% but less than 15% of our outstanding common stock or (B) at least 50% of the number of Initial Group Shares. Further, the Previous Stockholders’ Agreement provided that (i) for so long as the Apollo Funds and the Riverstone Funds collectively owned at least (A) 50% of our outstanding common stock or (B) 80% of the number of Initial Shares, the Apollo Funds and the Riverstone Funds had the collective right to designate two Nominees, one of whom qualified as “independent” under the New York Stock Exchange (“NYSE”) listing standards (an “Independent Director”) and the other of whom must have either been our Chief Executive Officer or qualified as an Independent Director, and (ii) for so long as the Apollo Funds and the Riverstone Funds collectively owned (A) less than 50% of our outstanding common stock but at least 60% of the Initial Shares or (B) less than 80% of the Initial Shares but at least 40% of our outstanding common stock, the Apollo Funds and the Riverstone Funds had the collective right to designate one Nominee, whom must have either been our Chief Executive Officer or qualified as an Independent Director. Pursuant to Amendment No. 1 to the Previous Stockholders’ Agreement entered into as of February 24, 2020, in connection with the Company’s acquisition of certain U.S. Gulf of Mexico producing assets, exploration prospects and acreage, the Previous Stockholders’ Agreement was amended to add certain affiliates of Riverstone Holdings as parties to the Previous Stockholders’ Agreement and to provide that for purposes of calculating whether the affiliates of Riverstone Holdings satisfied certain thresholds related to board nomination rights, the Series A Convertible Preferred Stock of the Company were considered on an as converted basis. Pursuant to the Amended and Restated Stockholders’ Agreement entered into as of March 29, 2022 (the “Stockholders’ Agreement” and, together with the Previous Stockholders’ Agreement, the “Stockholders’ Agreements”), in connection with the resignation of Board members Olivia Wassenaar, Rajen Mahagoakar and Christine Hommes, the Previous Stockholders’ Agreement was amended and restated to, among other things, (i) terminate the rights of the Apollo Funds under the Previous Stockholders’ Agreement and (ii) eliminate the requirement that the Board consist of ten members. As a result of the Apollo Funds’ reduced ownership after recent share sales from long-dated funds holding their Company shares, the directors associated with the Apollo Funds resigned from the Board of Directors, effective December 8, 2021. Thereafter, the Board determined, pursuant to the Bylaws, that the size of the Board shall consist of seven members. Mr. Tichio served as the Riverstone Funds’ designee to the Board until his resignation on February 13, 2023 in connection with the termination of the Stockholders’ Agreement as described below. The Riverstone Funds agreed to vote their shares of our common stock in favor of any nominee designated and nominated for election to the Board in accordance with the terms of the Stockholders’ Agreement and in a manner consistent with the recommendation of the Nominating and Governance Committee with respect to all other nominees. For additional information regarding the Previous Stockholders’ Agreement, as amended, and the Apollo Funds’ and the Riverstone Funds’ obligations with respect thereto, see “Certain Relationships and Related Party Transactions—Historical Transactions with Affiliates—Stockholders’ Agreements—Previous Stockholders’ Agreement” and the copies of the Previous Stockholders’ Agreement and the Amendment No. 1 to the Previous Stockholders’ Agreement, each as filed with our Annual Report on Form 10-K for the year ended December 31, 2021. For additional information regarding the Stockholders’ Agreement and the Riverstone Funds’ obligations with respect thereto, including obligations with respect to voting on nominees for election to the Board, see “Certain Relationships and Related Party Transactions—Historical Transactions with Affiliates—Stockholders’ Agreements—Stockholders’ Background: • President, Alliance to Save Energy (January 2021 to Present) • President and Chief Executive Officer, American Association of Blacks in Energy (“AABE”), a non-profit professional association focused on ensuring that African Americans and other minorities have input into the discussions and development of energy policy, regulations and environmental issues (July 2013 to January 2021) • Vice President of Operations and Director of Communications, AABE (October 2008 to July 2013) • Appointed by the U.S. Secretary of Energy to the National Petroleum Council (March 2014 to Present) • More than 25 years in the energy industry, having held positions of increasing scope and responsibility across the consumer and community sides of the energy industry Leadership: • Alliance to Save Energy, Board of Directors (June 2017 to Present) • Groundswell, Board of Directors (Governance Committee Chair) • Keystone Policy Center, Board of Directors (member of Executive Committee) • Resources for the Future, Board of Directors Other Current Public Boards: • None
		Director Age: 56 Director since: 2021
		Committees: • SSCR (Chair)
		Education: University of Delaware, B.S. (Marketing Management)
						We believe that Ms. Glover’s diverse professional experience in the energy industry and experience with public policy in the energy industry make her a valuable member of our Board of Directors.

						2023John “Brad” Juneau Background: • Co-founder and Chairman of the Board, Contango ORE, Inc. (NYSE: CTGO), a publicly traded gold exploration company (2012 to Present) • President and Chief Executive Officer, CTGO (August 2012 to January 2020) • Founder, Sole Manager and General Partner, Juneau Oil and Gas, LLC, an exploration and production oil and natural gas company (1998 to Present) • Senior Vice President of Exploration, Zilkha Energy Company (1987 to 1998) • Staff Petroleum Engineer, Texas International Company responsible for reservoir engineering, acquisitions and evaluations • Production Engineer, Enserch Corporation Current Public Boards: • Contango ORE, Inc. (NYSE: CTGO) (2012 to Present) –  Chairman (2013 to Present) Prior Boards: • Stone Energy Corporation (March 2017 to May 2018)
		Director Age: 64 Director since: 2018
		Committees: • Audit • Nominating & Governance • SSCR • Technical (Co-Chair)
		Education: Louisiana State University, B.S. (Petroleum Engineering)
						We believe that Mr. Juneau’s extensive industry background, including his expertise in reservoir engineering and exploration and production, bring valuable perspective and technical expertise to the Board of Directors.

Proposal One – Election of DirectorsGovernance and Board Matters

Agreement.” A copy of the Stockholders’ Agreement can be found in our Current Report on Form 8-K filed with the U.S. Securities Exchange and Commission (“SEC”) on March 30, 2022. For additional information regarding the termination of the Stockholders’ Agreement, see “Certain Relationships and Related Party Transactions—Historical Transactions with Affiliates—Stockholders’ Agreement—Termination of Stockholders’ Agreement.”

On September 21, 2022, we executed a merger agreement to acquire EnVen, a private operator in the Deepwater U.S. Gulf of Mexico, for stock and cash consideration (the “EnVen Acquisition,” and such agreement, the “Merger Agreement”). In connection with the $1.0 billion EnVen Acquisition, which closed on February 13, 2023, the Company and the Riverstone Funds agreed to terminate the Stockholders’ Agreement, which eliminated the Riverstone Funds’ designation rights with respect to the Company’s Board of Directors. Subsequent to the termination of the Stockholders’ Agreement, the Riverstone Funds’ designee to the Company’s Board of Directors, Mr. Robert M. Tichio, immediately tendered his resignation in connection with the closing of the EnVen Acquisition. See “—Riverstone Support Agreement” below and “Certain Relationships and Related Party Transactions—Historical Transactions with Affiliates—Riverstone Support Agreement & Letter Agreement,” and the copies of the Riverstone Support Agreement and Letter Agreement each as filed with our Annual Report for additional information.

Riverstone Support Agreement & Letter Agreement

In connection with the EnVen Acquisition, we, EnVen and the Riverstone Funds entered into a support agreement (the “Riverstone Support Agreement”) pursuant to which the Riverstone Funds agreed, among other things, to (i) vote all shares of Company common stock beneficially owned (a) in favor of the share issuance to EnVen equityholders, (b) in favor of the amendment and/or restatement of the Company’s organizational documents as necessary or appropriate to reflect the termination of the Stockholders’ Agreement, (c) in favor of any other proposals necessary or appropriate in connection with the EnVen Acquisition and (d) against, among other things, (A) any Acquisition Proposal (as defined in the Merger Agreement) with respect to the Company and (B) any other proposal that could reasonably be expected to materially impede or delay the EnVen Acquisition or result in a breach of any representation or covenant of the Company under that certain Merger Agreement, (ii) terminate the Stockholders’ Agreement, and (iii) cause Mr. Tichio to resign from the Company’s Board of Directors, in each case of the foregoing clauses (ii) and (iii), effective immediately prior to, but conditioned on, the occurrence of the closing of the EnVen Acquisition.

The EnVen Acquisition closed on February 13, 2023, and in connection therewith, we and the Riverstone Funds entered into a Letter Agreement, dated February 13, 2023 (the “Letter Agreement”), pursuant to which we and the Riverstone Funds agreed to execute and deliver such additional documents and take all such further action as may be reasonably necessary to cause the Stockholders’ Agreement to be terminated without any further force and effect. See also “Certain Relationships and Related Party Transactions—Historical Transactions with Affiliates—Riverstone Support Agreement & Letter Agreement.”

Vote Required

The election of each director in this Proposal ONE requires the affirmative vote of a majority of the votes cast by the holders entitled to vote in the election of directors. This means that the number of shares voted FOR a nominee must exceed the number of shares voted AGAINST that nominee. Neither abstentions nor broker non-votes will have any effect on the outcome of the election of directors.

Recommendation

The Board unanimously recommends that stockholders vote FOR the election to the Board of each of the director nominees.

						Donald R. Kendall, Jr. Background: • Founding Managing Director and Chief Executive Officer, Kenmont Capital Partners, a private investment and advisory firm (October 1998 to Present) • General Partner, New Climate Ventures (an early-stage venture capital firm that focuses on innovative companies that reduce or avoid carbon) (November 2020 to Present) • Former President, Cogen Technologies Capital Company, a power generation firm (1993 to 1998) • Executive Chairman and Chief Executive Officer, Palmetto Partners, a family office and investment management company for a Forbes 400 family (1993 to 1998) • Formerly ran project finance and leasing groups at Credit Suisse First Boston, Drexel Burnham and Morgan Stanley Other Current Public Boards: • None Prior Boards: • American Midstream Partners LP (2013 to 2019) –  Audit Committee –  Conflicts Committee • Solar City Corporation (2012 to 2016) –  Audit Committee (Chair) –  Special Committee (Chair) for SolarCity’s acquisition by Tesla –  Compensation Committee • Stream Energy (privately held) (2012 to 2017) –  Audit Committee (Chair) –  Compensation Committee –  Nominating and Governance Committee Other Leadership and Experience: • Extensive experience in restructurings and workouts, reorganizations and recapitalizations, mergers and acquisitions, and public offerings • Board Member of Bat Conservation International, Earthwatch International, Ecological Defense Group, Incorporated and Mar Alliance • Trustee of Hamilton College and member of the Investment Committee, the Board of Overseers of The Amos Tuck School of Business Administration at Dartmouth College, Chair of the Jane Goodall Institute, Vice Chair of the Houston Zoo, Inc. and a member of its Conservation Committee and chair of multiple committees of various nonprofits boards
		Director Age: 71 Director since: 2018
		Committees: • Audit • Compensation (Chair)
		Education: Hamilton College, B.A. (Economics) The Amos Tuck School of Business Administration at Dartmouth College, M.B.A.
						We believe that Mr. Kendall’s extensive executive management experience, including as a chief executive officer, and his perspective having served on various public and private company boards, make him a valuable member of our Board of Directors.

Governance and Board Matters

						Joseph A. Mills Background: • Chief Executive Officer, Samson Resources II, LLC, a privately held exploration and production company (September 2023 to Present; March 2017 to March 2021) • Executive Chairman and Principal Executive Officer, Roan Resources Company (f/k/a NYSE: ROAN) (November 2018 to December 2019) • Founder and Owner, Waterford Energy, LLC (October 2015 to Present) • Chairman of the Board and Chief Executive Officer, Eagle Rock Energy Partners, L.P. (f/k/a NASDAQ: EROC) a midstream/upstream master limited partnership (May 2007 to October 2015) • Founder and Chief Executive Officer, Montierra Minerals & Production, L.P. (April 2006 to October 2016) • Senior Vice President of Operations, Black Stone Minerals Company, L.P. (September 2003 to January 2006) • Senior Vice President, Technical Services and Gulf of Mexico Division (2001 to 2003); Vice President of Land and Acquisitions (1999 to 2001) of El Paso Production Company • Various Vice President level management roles on and offshore, Sonat Exploration Company (1982 to 1999) Other Current Public Boards: • None Current Private Boards: • Samson Resources II, LLC (March 2017 to Present) • Riviera Resources, Inc. (f/k/a Linn Energy Inc.) (January 2020 to Present) –  Audit Committee (Chair) • Liberty Resources Company (October 2020 to Present) • Caliber Midstream Company (March 2022 to Present) –  Chairman Prior Boards: • QuarterNorth Energy Inc. (August 2021 to February 2024) –  Audit Committee (Chair; audit committee financial expert) –  Operations/ESG and Compensation Committees • Hawkes Acquisition Corporation (NYSE: HWKZ) (March 2021 to July 2023) –  Audit and Compensation Committees • Roan Resources Company (f/k/a NYSE: ROAN) (2018 to 2019) –  Executive Chairman • CUI Global, Inc. (NASDAQ: CUI) (2015 to 2016) –  Audit Committee • Eagle Rock Energy Partners, L.P. (f/k/a NASDAQ: EROC) (May 2007 to October 2015) –  Chairman • Montierra Minerals and Production, LP (April 2006 to October 2016) Other Leadership and Experience: • Former audit committee and audit committee financial expert for NYSE / NASDAQ criteria • Governance, Risk Assessment and Mitigation background • Financial Oversight experience • Operational execution and turnaround expertise • Completed over $28 billion of M&A transactions over 40-year career
		Director Age: 64 Director since: 2024
		Committees: • None Education: The University of Texas at Austin, B.A., Petroleum Land Management University of Houston, M.B.A
						We believe Mr. Mills’ 40+ year career in the upstream, midstream and mineral industry, as well as public company CEO-level management experience and prior board leadership in the exploration and production industry, make him a valuable member of our Board of Directors.

DIRECTORS AND EXECUTIVE OFFICERSGovernance and Board Matters

						Richard Sherrill Background: • President, Howard Low Carbon Solutions (“HLCS”), an energy transition company focused on carbon capture, transportation and sequestration of CO2 which was formed in 2023 with the merger of CAP (November 2023 to Present) • Founding Partner and President, Clean Aire Partners (“CAP”), an energy transition company formed in 2021 which focused on carbon capture, processing, transportation, and sequestration of CO2 and merged with HLCS in 2023 (2021 to 2023) • President and Director, Ceritas Energy (“Ceritas”), a midstream natural gas company focused on providing producers with midstream gathering and processing solutions in various onshore regions of the U.S. and backed by private equity firms Quantum Energy Partners and Energy Spectrum Partners (2003 to 2019) • Chief Commercial Officer, Duke Energy North America (“DENA”), a subsidiary of Duke Corporation (NYSE: DUK) with commercial responsibilities for nonregulated natural gas and power (1998 to 2003) • Vice President, Natural Gas Clearinghouse (ultimately Dynegy, Inc.) holding various commercial positions in finance, physical and financial trading (1992 to 1998) • Vice President, First Interstate Bank of Texas (now part of Wells Fargo) working with upstream, midstream and energy merchant clients in the Energy Lending Group (1988 to 1992) Other Current Public Boards: • None Current Private Boards: • ARM Energy Prior Boards: • EnVen Energy Corporation (2015 to February 2023 when EnVen was acquired by Talos) –  Lead Director –  Audit Committee (Chair) –  Risk and Compensation Committees • Castex Energy (2018 to 2021) –  Audit Committee (Chair) –  Risk Committee • Ceritas Energy, Director
		Director Age: 58 Director since: 2023
		Committees: • None Education: The University of Texas at Austin, B.B.A. (Finance)
						We believe that Mr. Sherrill’s over 30 years of experience in the oil and gas industry and prior board experience in the energy sector bring valuable skills and perspective to our Board of Directors

Governance and Board Matters

						Charles M. Sledge Background: • Chief Financial Officer, Cameron International Corporation, an oilfield services company (2008 until its sale to Schlumberger Limited in 2016) • Corporate Controller, Cameron International Corporation (2001 to 2008) Current Public Boards: • Weatherford International plc (NASDAQ: WFRD) (December 2019 to Present) –  Chairman –  Audit Committee (Chair) –  Safety, Environment and Sustainability Committee • Noble Corporation plc (NYSE: NE) (February 2021 to Present) –  Chairman Prior Boards: • Stone Energy Corporation (March 2017 to May 2018) • Vine Resources, Inc., Non-executive Chairman • Expro International, Non-executive Chairman
		Director Age: 58 Director since: 2018
		Committees: • Audit (Chair) • Compensation • Nominating & Governance Education: Louisiana State University, B.S. (Accounting) Harvard Business School Advanced Management Program
						We believe that Mr. Sledge’s extensive financial, public company reporting and accounting background, including 20 years of experience as a financial executive in the energy industry, and experience in M&A, capital market transactions, capital allocation strategy and evaluating cybersecurity risk, makes him a valuable member of our Board of Directors.

Governance and Board Matters

						Shandell Szabo Background: • Nearly 20 years with Anadarko Petroleum Corporation (“Anadarko”) in various roles of steadily increasing responsibility throughout Anadarko’s U.S. onshore portfolio and deepwater Gulf of Mexico, including: –  Vice President of US Exploration (2018 to 2019) –  Vice President of Lower 48 Onshore Exploration (2016 to 2018) –  Director of Investor Relations (2015 to 2016) –  Exploration Manager Greater Permian (2014 to 2015) –  General Manager of the Anadarko’s Freestone, Chalk, and Hugoton fields (2013 to 2015) –  Geoscience Manager Haynesville East Texas (2011 to 2013) –  Regional Gulf of Mexico Manager (2009 to 2010) • Prior to Anadarko, various subsurface and geoscience positions in basins in the U.S. onshore and Gulf of Mexico • Advisor, Bain Co., consulting on energy matters (Present) Leadership: • Montgomery County executive leadership team for the Leukemia and Lymphoma Society • Chair - 2022 & 2023 Student Visionaries of the Year leadership program, Leukemia and Lymphoma Society • Corporate Regional Council for the United Way of Greater Houston Other Current Public Boards: • None Current Private Boards: • Biota Technologies –  Chairman –  Compensation Committee (Chair) Prior Boards: • EnVen Energy Corporation (2020 until February 2023 when EnVen was acquired by Talos) –  Risk/Safety Committee (Chair) –  Compensation Committee
		Director Age: 49 Director since: 2023
		Committees: • Compensation • SSCR • Technical (Co-Chair) Education: University of Michigan, B.S. (Environmental Science, concentration Geology) Texas Christian University, M.S. (Environmental Science, concentration Geology)
						We believe that Ms. Szabo’s extensive experience in the oil and gas sector at various management level positions for nearly 20 years and her expertise in exploration and geologic risk and reservoir engineering, economics, and planning provide a valuable, operations-level perspective as a member of the Board of Directors.

Governance and Board Matters

Director Independence

After the Annual Meeting, assumingAssuming the stockholders elect to the Board of Directors the director nominees set forth in “Proposal ONE:1: Election of Directors” above, the Board of Directors has determined that each of the Company will be, andfollowing directors are “independent” pursuant to the Executive Officers of the Company are:New York Stock Exchange (“NYSE”) Listing rules:

TheOn February 13, 2023, in connection with the closing of our acquisition of EnVen Energy Corporation (“EnVen” and such acquisition, the “EnVen Acquisition”) and the related termination of the Stockholders’ Agreement (as defined herein), Robert M. Tichio resigned from the Board of Directors is currently divided into three classes serving staggered three-year terms. Each year,and each of Ms. Szabo and Mr. Sherrill were appointed to the directorsBoard of one class standDirectors. At such time, the Board of Directors determined that each of Mr. Sherrill and Ms. Szabo were “independent” pursuant to NYSE rules and were assigned their respective committees based on such determination. See “Certain Relationships and Related Party Transactions—Historical Transactions with Affiliates—Stockholders’ Agreement” for additional information.

re-electionOn October 30, 2023, the Board of Directors deferred a determination of Mr. Sherrill’s independence due to his new role as President of Howard Low Carbon Solutions, an affiliate of Howard Energy Partners, a co-member as their termsin our Coastal Bend LLC (“Coastal Bend”) carbon capture and sequestration (“CCS”) project in Corpus Christi, Texas. Accordingly, Mr. Sherrill stepped down from the Audit Committee and Compensation Committee on October 30, 2023 and each of office expire. InMr. Juneau and Mr. Sledge replaced Mr. Sherrill on the Audit Committee and Compensation Committee, respectively. On March 18, 2024, Talos sold its entire CCS business, including Coastal Bend. On March 26, 2024, in light of the sale of the Company’s CCS business, the Board reaffirmed that Mr. Sherrill was “independent” pursuant to NYSE rules.

On March 4, 2024, in connection with the closing of the EnVenQuarterNorth Acquisition, and pursuantMr. Mills was appointed to the Second Amended & Restated Bylaws adopted in connection therewith, the Board of Directors will be declassified from three classes to one class atserve until the 2025 Annual MeetingMeeting. On March 26, 2024, the Board determined that Mr. Mills was “independent” pursuant to NYSE rules.

The Board anticipates appointing Messrs. Mills and Sherrill to committees in connection with the Board’s annual evaluation of Stockholders,committee membership and structure.

In connection with its assessment of the independence of each Class I, Class II and Class IIInon-management director, being elected annually for a one-year term thereafter. Until such meeting, the directorsBoard of our Board shall be elected as follows:Directors also determined that:

In connection with the EnVen Acquisition, each of Mr. Sherrill and Ms. Szabo, in their capacity as the two EnVen Designated Directors (as such term is defined in the Merger Agreement), were appointed as Class II directors. As such, Messrs. Duncan, Juneau, Kendall and Sherrill and Ms. Szabo are each designated as Class II directors and assuming the stockholders elect them to the Board as set forth in “Proposal ONE: Election of Directors” above, their two-year terms of office will expire in 2025. Mr. Goldman and Ms. Glover are designated as Class III directors and their term of office will expire in 2024. Mr. Sledge is designated as a Class I director and his term of office will expire in 2025.

DirectorsGovernance and Executive OfficersBoard Matters

Qualifications, Skills and Experience of Our Directors & Director ResignationsNominees

Effective February 13, 2023, Mr. Robert Tichio, affiliated withWe believe the Riverstone Funds, resigned frommembers of our Board possess a broad variety of personal attributes, experience and skills giving our Board the depth and breadth necessary to effectively oversee management on behalf of our stockholders. Our Board is committed to diversity and the importance of Directors concurrent with the closingdifferent backgrounds, perspectives and views. The matrix below represents some of the EnVen Acquisition pursuantkey skills that our Board has identified as particularly valuable to the Riverstone Support Agreement. The foregoing director was originally appointed to the Board of Directors pursuant to the Previous Stockholders’ Agreement and resigned in accordance with the termeffective oversight of the Riverstone Support Agreement. The foregoing director indicated that his departure from the Board was not the result of any disagreement with management or the Board. As a result of this resignationCompany and the appointments made pursuant to the Merger Agreement, there are eight (8) members serving on the Board. Please see “—Stockholders’ Agreements”execution of our corporate strategy. The matrix does not include all knowledge, skills, experience or other attributes of our directors and “—Riverstone Support Agreement” above for more information. See also “Certain Relationships and Related Party Transactions—Historical Transactions with Affiliates—Stockholders’ Agreements” and “Certain Relationships and Related Party Transactions—Historical Transactions with Affiliates—Stockholders’ Agreements—Termination of Stockholders’ Agreement.”

Set forth below is biographical information about each of the Company’s directors, director nominees, which may be relevant and Executive Officers.valuable to their service on our Board. The diversity of knowledge, skill, experience and attributes of our directors and director nominees, collectively, lends itself to a highly collaborative and effective Board.

Our DirectorsQUALIFICATIONS AND EXPERIENCE OUT OF 9 DIRECTORS