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Thursday, December 24, 2015
VAALCO Energy entered into an agreement with Group 42, Inc., Bradley L. Radoff and certain other participants (collectively, the Group 42-BLR Group), which beneficially owns approximately 11.1% of the company’s outstanding stock, regarding the composition of the VAALCO Board of Directors and certain other positive changes. In connection with the agreement, the Group 42-BLR Group has withdrawn its consent solicitation to replace a majority of the directors of VAALCO, and the company has cancelled its plans for a special meeting of stockholders on January 5, 2016.ew photo
Under the terms of the agreement, incumbent directors James B. Jennings and O. Donaldson Chapoton will retire from the board, effective immediately. VAALCO will appoint the chairman of Group 42, Michael Keane, to its board and the Nominating and Corporate Governance and Compensation committees effective immediately. In connection with the settlement with the Group 42-BLR Group, the Board has also appointed another independent director, a representative of another stockholder of the Company. In addition, VAALCO has committed to nominate for election a mutually agreeable independent member to its Board at the 2016 annual meeting of stockholders. VAALCO has agreed to fix the size of the Board at no more than seven members until the 2016 annual meeting of stockholders at which time it will be increased to no more than eight members. The company has also agreed to separate its chairman and CEO roles. Andrew Fawthrop will assume the role of chairman of the board and Michael Keane will become vice chairman, effective immediately.
Pursuant to the agreement, VAALCO has also terminated its stockholder rights plan.
The Group 42-BLR Group agreed to vote all of its shares in favor of the VAALCO board’s nominees at the 2016 annual meeting of stockholders and has entered into other customary standstill and voting commitments.
Steve Guidry, CEO and director, said: “We are pleased to have reached an agreement. We look forward to working with our new board members in focusing and executing on our business strategy.”
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