W AND T OFFSHORE INC (WTI)
Sector: Energy
2026 Annual Meeting Analysis
W AND T OFFSHORE INC · Meeting: June 3, 2026
Directors FOR
6
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Krohn is the founder and CEO serving as a director since 2004; the 3-year stock underperformance gap vs. the company-disclosed peer group is -17.9pp, which is below the 20pp trigger threshold for negative absolute TSR, so the TSR trigger does not fire and no other policy flags apply.
Boulet has served since 2005 and brings extensive corporate law, M&A, and public company board experience; the peer-group TSR trigger does not apply (gap of -17.9pp is below the 20pp threshold), she is independent, has no attendance issues, and holds no more than two public board seats.
Buchanan joined in April 2024, which is within the 24-month new-director exemption window, so he is exempt from the TSR trigger; he brings strong legal, banking, and corporate governance credentials and is independent.
Chang joined in April 2023, just over 24 months ago, and while her tenure barely crosses the exemption threshold, the peer-group TSR trigger does not fire (gap of -17.9pp is below the 20pp threshold); she brings significant executive and scientific leadership experience and is independent.
Conwill has served since 2021 and brings deep oil and gas investment banking and financial expertise; the peer-group TSR trigger does not apply (gap of -17.9pp is below the 20pp threshold), he is independent, and there are no other policy flags.
Stanley has served since 2009 and is a CPA and former KPMG manager who chairs the Audit Committee, providing clear financial expertise; the peer-group TSR trigger does not apply (gap of -17.9pp is below the 20pp threshold), he is independent, and there are no other policy flags.
All six director nominees receive a FOR vote. The company discloses a named peer group, and WTI's 3-year total return underperforms the peer median by only 17.9 percentage points, which falls below the 20pp trigger threshold applicable when absolute 3-year TSR is negative. No overboarding, attendance, independence, or familial relationship issues were identified. John Buchanan, who joined in April 2024, falls within the 24-month new-director exemption regardless. The board discloses a skills matrix and all audit committee members have demonstrated financial expertise.
Say on Pay
✓ FORCEO
Tracy W. Krohn
Total Comp
$6,183,187
Prior Support
92%%
The prior Say on Pay vote received approximately 92% support in 2025, well above the 70% threshold that would require visible remediation. The company has meaningfully restructured pay since 2023 — reducing CEO base salary from $1,150,000 to $800,000, shifting toward equity-based compensation (now approximately 70% of CEO total pay), introducing 60% performance-based stock awards and 40% time-based stock awards, eliminating single-trigger change-in-control vesting, and capping annual bonuses at 200% of target. These changes represent genuine structural improvements in pay mix and performance alignment. Pay is primarily equity-based and variable, satisfying the policy requirement that at least 50-60% of senior executive pay be at-risk, and the program includes meaningful performance conditions.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
2 yrs
Audit Fees
N/A
Non-Audit Fees
N/A
Deloitte was appointed in June 2024, giving it approximately two years of tenure, well below the 25-year threshold. The proxy does not disclose a fee breakdown table in the provided text, so the non-audit fee ratio trigger cannot be confirmed; the absence of disclosed fee data means we do not assume a No vote on that basis. Deloitte is a Big 4 firm appropriate for WTI's market cap, and no material restatements were identified.
Overall Assessment
The 2026 W&T Offshore annual meeting ballot presents three standard proposals — director elections, Say on Pay, and auditor ratification — plus a board-proposed equity plan share increase. All six director nominees and the Say on Pay receive FOR votes, reflecting improved compensation structure, strong recent shareholder support at 92%, and peer-group TSR underperformance that falls just below the policy trigger threshold. Deloitte, appointed in 2024, passes all auditor tests. The equity plan share increase (Proposal 4) falls outside the scope of the current voting policy and no vote determination is made.
Compensation Peer Group
12 companies disclosed in 2026 proxy filing