Talos Energy Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Talos Energy Inc. on November 23, 2018, covering events that occurred on November 21, 2018. The filing addresses changes to the Company's Board of Directors.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance changes and does not contain financial performance data.
Material Changes
- Departure of Director: Gregory A. Beard resigned from the Board of Directors and the Compensation Committee effective immediately on November 21, 2018. The resignation was not due to any disagreement with the Company regarding operations, policies, or practices.
- Appointment of Director: Olivia C. Wassenaar was appointed to the Board and the Compensation Committee effective immediately to fill the vacancy. She serves as a Class I director with a term expiring at the 2019 annual meeting.
- Designation Source: Ms. Wassenaar was designated by the Apollo Funds (managed by Apollo Management VII, L.P. and Apollo Commodities Management, L.P.) pursuant to director designation rights under the Stockholders' Agreement dated May 10, 2018.
- Independence: The Board determined Ms. Wassenaar is an "independent" director under New York Stock Exchange listing standards.
Guidance, Outlook, and Compensation
The filing contains no guidance, outlook, or management commentary regarding future financial performance or risks. Regarding compensation, Ms. Wassenaar is not eligible to receive any compensation for her service on the Board or its committees in accordance with the Company's director compensation policy. An Indemnification Agreement was executed to indemnify her to the fullest extent permitted under Delaware law.
Key Facts for Investor Verification
- Verify the specific terms of the Stockholders' Agreement dated May 10, 2018, regarding Apollo Funds' director designation rights.
- Review the full text of the Indemnification Agreement (Exhibit 10.1) for details on liability coverage and expense advancement.
- Confirm the composition of the Board following the resignation of Gregory A. Beard and the appointment of Olivia C. Wassenaar.
- Note that this filing contains no financial data; refer to the most recent 10-Q or 10-K for financial metrics.