Talos Energy (TALO) Proxy filing summary

Executive summary

• 2025 marked a pivotal year with a new CEO, enhanced corporate strategy, and expanded leadership team focused on transforming into a leading pure-play offshore E&P company.

• Strategic pillars include daily business improvement, production/profitability growth, and building a long-lived, scaled portfolio.

• Achieved strong operational, safety, and financial results, including zero serious injuries, 95k barrels/day production, $936M operating cash flow, and $418M adjusted free cash flow.

• Expanded portfolio through exploration success and new federal offshore leases.

Voting matters and shareholder proposals

• Shareholders will vote on: election of six directors for one-year terms, non-binding advisory vote on executive compensation, approval of the Second Amended and Restated 2021 Long Term Incentive Plan, and ratification of Ernst & Young LLP as independent auditor for 2026.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of a majority of independent directors, with Neal P. Goldman as independent non-executive Chairman.

• Board committees (Audit, Compensation, Nominating & Governance, SSCR) are fully independent.

• Board practices include annual elections, majority voting, director resignation policy, annual self-evaluations, and active refreshment.

• Board size will reduce from seven to six after the meeting.