UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

VAALCO ENERGY, INC.

(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

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VAALCO ENERGY, INC.

A Letter from the Board of Directors

Dear Fellow Shareholders:

Over the past two years, we have delivered record breaking operational and financial results while meeting or exceeding our quarterly guidance targets. Maintaining operational excellence and consistent production across our portfolio is essential to expanding Adjusted EBITDAX which has allowed us to grow inorganically and to fund organic growth initiatives, better positioning Vaalco for the future.

In 2024, we generated net income of $58.5 million, record Adjusted EBITDAX of $303 million, and had record production of almost 25,000 working interest barrels equivalent per day⁽¹⁾, with record sales of almost 20,000 net revenue interest⁽²⁾barrels per day. Our SEC proved reserves grew 57% year-over-year to 45 million barrels of oil equivalent (“MMBOE”) thanks in part to the Svenska acquisition that we completed in April 2024. We accomplished all of this while sustaining our commitment to returning cash to shareholders in 2024 and over the past two years, we have returned $83 million of cash to our shareholders through our ongoing dividend program and share buybacks. We have positive momentum as we enter 2025, both operationally and financially, and we are building size, scale and profitability to sustainably grow Vaalco.

Our strategy remains unchanged: operate efficiently, invest prudently, maximize our asset base, and look for accretive opportunities. Our ability to execute this strategy has enabled us to deliver record growth and profitability over the past three years and we are poised to deliver more in the future. Across our diversified asset base, we have a multitude of projects to execute in the coming years. In Gabon, we have an extensive drilling campaign planned at Etame that we expect to add reserves and production. The FPSO refurbishment project in Cote d’Ivoire has already begun and we are working with the operator on the development drilling program that should begin in 2026. Also, in Cote d’Ivoire, we will be acquiring additional regional well data, licensing seismic data and conducting further geological evaluations of our newest block CI-705, where we are the operator with a 70% working interest. We have additional drilling campaigns planned in Egypt and Canada to help offset decline. In Equatorial Guinea, we are progressing the front-end engineering and design study and looking to take the project to final investment decision in the first half of 2025. Our entire organization is actively working to deliver sustainable growth and strong results to continue funding our capital programs, while also returning value to our shareholders through a top-quartile dividend.

On behalf of Vaalco’s executive management and employee team, we want to thank all of our shareholders for your continued support. Your vote is very important to us, and we encourage you to review the enclosed proxy statement and to promptly vote to ensure that your shares are represented at the Annual Meeting.

Signed,

The Board of Directors

⁽¹⁾All WI production rates and volumes are Vaalco’s working interest volumes.

⁽²⁾All net revenue interest (“NRI”) production rates and volumes are Vaalco’s working interest volumes less royalty volumes, where applicable.

We have elected to furnish proxy materials to our shareholders on the Internet pursuant to rules adopted by the Securities and Exchange Commission. We believe these rules enable us to provide you with the information you need, while making delivery more efficient, more cost effective and friendlier to the environment. In accordance with these rules, beginning on or about April 25, 2025, we sent a Notice of Internet Availability of Proxy Materials to our shareholders.

2025 PROXY STATEMENT

2024 Full Year Highlights

$	58.5M	$	33.0M

Reported net income of $58.5 million ($0.56 per diluted share)		Returned $33.0 million of cash to shareholders through dividends and share buybacks


$	113.7M	$	303.0M

Net cash from operating activities of $113.7 million;		Generated record Adjusted EBITDAX of $303.0 million


+7%		+57%

Grew production by 7% year-over-year to 19,936 NRI barrels of oil equivalent per day (“BOEPD”) for 2024		Increased year-end proved reserves by 57% to 45.0 MMBOE


$	109.4M	$	82.6M

Integrated a major acquisition and invested over $109.4 million in a capital program focused on development drilling programs in Egypt and Canada, as well as maintenance, project costs and long lead items for Gabon and Côte d’Ivoire		Cash at December 31, 2024 was $82.6 million, while remaining bank debt free

2025 Accomplishments to Date

Entered into new reserves-based revolving credit facility with an initial commitment of $190 million with the ability to grow to $300 million, secured by Vaalco’s Gabon, Egypt and Côte d’Ivoire assets.

Acquired 70% WI in and will operate the CI-705 block in offshore Côte d’Ivoire.

VAALCO ENERGY, INC.

Notice of Annual Meeting of Shareholders

To the Shareholders of VAALCO Energy, Inc.: The 2025 Annual Meeting of Shareholders of Vaalco Energy, Inc. (the “Company”) will be held at the Hilton Houston Westchase, 9999 Westheimer Road, Houston, Texas 77042 on Thursday, June 5, 2025, at 9:00 a.m. Central Time (the “Annual Meeting”). We intend to hold our annual meeting in person.

The Annual Meeting is being held:

1.	To elect five directors, each for a term of one year;


2.	To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2025;


3.	To approve, on an advisory basis, the compensation of our named executive officers;


4.	To transact such other business as may properly come before the Annual Meeting or any adjournments, postponements, or recesses thereof.

These proposals are described in the accompanying proxy materials. You will be able to vote at the Annual Meeting, or any adjournment, postponement or recess thereof, only if you were a shareholder of record at the close of business on April 11, 2025.

We are providing our shareholders access to our proxy materials over the internet. To do this, we are mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) on or about April 25, 2025. The Notice contains instructions on how to access those documents over the internet, and how to request a paper copy of our proxy materials.

Admission

An admission ticket or proof of stock ownership is required to enter the Annual Meeting. See page 15, “Voting and Other Procedures Related to the Annual Meeting” for further information.

	Date Thursday, June 5, 2025


	Time 9:00 a.m. Central Time


	Place Hilton Houston Westchase 9999 Westheimer Road Houston, Texas 77042

Shareholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. Shareholders who receive future proxy materials by email will save us the cost of printing and mailing documents and will reduce the impact of meetings of shareholders on the environment. A shareholder’s election to receive proxy materials by email will remain in effect until the shareholder terminates that election.

By Order of the Board of Directors,

Andrew L. Fawthrop

Chair of the Board

Houston, Texas

April 25, 2025

YOUR VOTE IS IMPORTANT!

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF THE SHAREHOLDERS TO BE HELD ON JUNE 5, 2025, AT 9:00 A.M., CENTRAL TIME:

The Proxy Statement and our Annual Report for 2024 are available at www.proxyvote.com.

If you have any questions or need assistance voting your shares, please call our proxy solicitor:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, NY 11005

Banks and Brokerage Firms, please call: (212) 365-6884

Shareholders, please call toll free: (866) 620-2535

2025 PROXY STATEMENT

Table of Contents

A Letter from the Board of Directors	1
Notice of 2025 Annual Meeting of Shareholders	3
Proxy Statement Summary	6
Proposal No. 1—Election of Directors	19
Board Composition, Independence and Communications	24
Corporate Governance	28
Board Committee Membership and Meetings	32
Director Compensation	36
Proposal No. 2—Ratification of Appointment of Independent Registered Public Accounting Firm	38
Fees Billed by Independent Registered Public Accounting Firm	39
Audit Committee Report	41
Proposal No. 3—Advisory Resolution on Executive Compensation	42
Executive Officers	43
Compensation Discussion and Analysis	46
Compensation Committee Report	67
Executive Compensation	68
Pay Versus Performance	82
Security Ownership of Certain Beneficial Owners and Management	88
Other Matters	90
Appendix A—Non-GAAP Financial Measures	93

VAALCO ENERGY, INC.

Proxy Statement

2025 Annual Meeting of Shareholders

This Proxy Statement is provided in connection with the solicitation of proxies by our Board of Directors (the “Board”) to be voted at our 2025 Annual Meeting of Shareholders (our “Annual Meeting”), and at any postponement, adjournment or recess of the Annual Meeting.

In this Proxy Statement, Vaalco Energy, Inc. is referred to as the “Company,” “our company,” “we,” “our,” “us” or “Vaalco.”

Matters To Be Voted On

	Item for Business	Board Vote Recommendation	Further Details
1.	Election of five directors	FOR EACH DIRECTOR NOMINEE	19
2.	Ratification of the appointment of independent registered public accounting firm	FOR	38
3.	Advisory resolution on executive compensation	FOR	42

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE ENCOURAGE YOU TO VOTE AND SUBMIT YOUR PROXY BY INTERNET, TELEPHONE OR MAIL.

Governance Principles

The Board’s Corporate Governance Principles, which include guidelines for determining director independence and qualifications for directors, are published on Vaalco’s website at www.vaalco.com. This website also makes available the charters for each of the Audit Committee, Compensation Committee, and Environmental, Social and Governance (“ESG”) Committee, and other corporate governance materials.⁽¹⁾ These materials are also available in print to any shareholder upon request. The Board regularly reviews corporate governance developments and modifies its Corporate Governance Principles, committee charters and key practices as warranted.

⁽¹⁾

Information appearing on or connected to our website, including our Corporate Governance Principles, the charters of our Audit, Compensation, and ESG Committees, and other corporate governance materials is not deemed to be incorporated by reference into this Proxy Statement and should not be considered part of this Proxy Statement or any other filing that we file with the SEC.

2025 PROXY STATEMENT

Proxy Statement Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider in making voting decisions. You should read the entire Proxy Statement carefully before voting.

Annual Meeting Information

The Board is soliciting proxies for our 2025 Annual Meeting and any adjournment, postponement or recess thereof.

Time and Date:	9:00 a.m. Central Time, on June 5, 2025


Location:	Hilton Houston Westchase
	9999 Westheimer Road
	Houston, Texas 77042


Record Date:	April 11, 2025


Proxy Materials Distribution Date:	April 25, 2025


Voting Rights:	Each share of common stock is entitled to one
	vote


Electronic Access to Proxy Materials and Voting:	www.proxyvote.com

Items of Business and Voting Recommendations

	Item for Business	Board Vote Recommendation	Further Details


1.	Election of five directors	FOR EACH DIRECTOR NOMINEE	19


2.	Ratification of the appointment of independent registered public accounting firm	FOR	38


3.	Advisory resolution on executive compensation	FOR	42

Financial and Business Information

We are a Houston, Texas-based, African-focused independent energy company with strong production and reserves across our portfolio of assets in Gabon, Egypt, Côte d’Ivoire, Equatorial Guinea, Nigeria and Canada. We engage in the acquisition, exploration, development and production of crude oil, natural gas and natural gas liquids (“NGL”).

Throughout 2024, we continued to deliver operationally and generate significant cash from operations. Our 2024 results firmly place Vaalco in a stronger position operationally and strategically, poised for future growth. Key highlights of our business and our performance in 2024 and the first part of 2025 include:

VAALCO ENERGY, INC.

2024 Full Year Highlights:

•

Reported net income of $58.5 million ($0.56 per diluted share) and net cash from operating activities of $113.7 million;

•

Generated record Adjusted EBITDAX of $303.0 million;

•

Grew production by 7% year-over-year to 19,936 NRI BOEPD;

•

Sold 19,843 NRI BOEPD;

•

Increased year-end 2024 SEC proved reserves by 57% to 45.0 MMBOE;

•

Completed Production Sharing Contracts (“PSCs”) with the Government of Gabon for the offshore Niosi Marin and Guduma Marin exploration blocks;

•

Returned $33 million of cash to shareholders through dividends and share buybacks; and

•

Closed the accretive all cash acquisition of Svenska Petroleum Exploration AB (“Svenska”) for a net purchase price of $40.2 million; which-

•

strategically expanded our West and Central African focus area with a sizeable producing asset that has significant upside potential and future development opportunity in Cote d’Ivoire, a well-established and investment-friendly country;

•

paid back 1.8x⁽¹⁾ our initial net investment during the year, with the performance of the asset tracking well ahead of the Company’s expectations at the time of closing;

⁽¹⁾

Payback of 1.8x is based on unaudited operational cash flow for the Côte d’Ivoire assets compared to the acquisition price of $40.2 million as of December 31, 2024.

2025 Accomplishments to Date:

•

Acquired 70% WI in and will operate the CI-705 block in offshore Côte d’Ivoire.

We focus on supporting sustainable shareholder returns and growth. Our strategic vision is to drive significant, long-term shareholder returns by maximizing the value of, and free cash flow from, our existing resource base, coupled with accretive growth.

Sustainability Highlights

We put in place practices to support the rule of law, transparency and good governance, and to oppose corruption. We believe it is also important to contribute to society through business activities, social investment and philanthropic programs. Our core values are supporting and developing our employees and communities, promoting and practicing good environmental stewardship, and improving the quality of life of the people we interact with. Below are highlights of steps we have taken to help promote these values.

2025 PROXY STATEMENT

Sustainability Oversight

Our ESG Committee oversees policies and programs relating to social responsibility and environmental sustainability. By year-end 2024 we had in place three engineers whose remit, in whole or in part, was to engineer, drive and coordinate the technical aspects of the Company’s ESG initiatives.

Since 2022, we have had a standing committee comprised of a cross section of employees, with full participation by our executive team, charged with monitoring adherence to our ESG standards and communicating findings to our ESG Committee.

In Spring 2024 we release our 2023 ESG Report, which includes key ESG sustainability metrics and a detailed analysis of our accomplishments and dedication to our people, the environment, and the countries where we operate.

We prioritize ESG metrics in our executive compensation program to drive execution on these issues. The compensation plan’s ESG score considers total recordable incident rate, carbon footprint reduction targets and company-wide participation in ESG training.

Human Capital

Corporate Governance. We believe our director nominees exhibit a robust mix of skills, experience, diversity and perspectives. We value building diverse teams, embracing different perspectives, fostering an inclusive environment, and supporting diversity of thought, perspective, and professional experience. We believe that diversity in culture and other demographic characteristics can help drive these values. Our governance highlights include:

	✔	Ms. Stubbs sits on every Board committee and chairs the Audit Committee;
	✔	80% of our director nominees are independent;
	✔	100% of the members of the Audit, Compensation and ESG Committee are independent;
	✔	The Chairman of the Board is independent;
	✔	All directors stand for election annually; and
	✔	In 2024, each director nominee attended 100% of the Board meetings and the meetings of the committees on which he or she served.

VAALCO ENERGY, INC.

Diversity of our Workforce. We have a long-standing commitment to equal employment opportunity and a robust and rigorously enforced Equal Employment Opportunity policy. We are proud to disclose that, as of December 31, 2024:

	✔	Approximately 33% of our management team in Houston is female;
	✔	Our country manager and approximately 12% of the rest of our management team in Egypt is female;
	✔	Approximately 11% of our management team in Gabon is female;
	✔	96% of our Gabon workforce is Gabonese; and
	✔	85% of our Egyptian workforce is Egyptian.

Workforce Health and Safety

We are fully committed to the health and safety of our employees and contractors. We maintain a goal of zero accidents, injuries, unsafe work practices or unsafe conditions for our employees. We prioritize and assure adequate employee training on health and safety issues. We have designed health and safety training programs to reduce risk across our operations, communicated high and insistent expectations of our partners, and created systems that support conformance to these standards.

Environmental Stewardship

We are committed to responsible environmental stewardship. We take precautions to protect natural resources and to prevent accidents from occurring. We have consistently operated vessels at our facilities within the International Convention for the Prevention of Pollution from Ships water discharge standard. In 2024, we had no regulatory reportable marine spills or loss of containment that impacted the environment.

Health, Safety and Environmental Management

In 2023, recognizing the paramount importance of Health, Safety, Security, and Environment (“HSSE”) standards across our corporate portfolio of assets, we introduced the role of HSSE Director.

The HSSE Director oversees the spectrum of HSSE concerns within our organizational framework. This includes proactively identifying potential risks, instituting robust protocols for mitigation, and ensuring that all operational endeavors adhere rigorously to benchmarks.

The HSSE Director spearheads initiatives aimed at fostering a culture of safety consciousness and environmental stewardship. By cultivating an environment where adherence to HSSE principles becomes ingrained in our corporate ethos, the HSSE Director plays an instrumental role in safeguarding not only our assets but also our reputation and societal trust, and serves as the linchpin for integrating best practices and cutting-edge methodologies into our operational framework. By remaining abreast of evolving global standards and emerging trends, the HSSE Director ensures that our organization remains poised to adapt and excel in an ever-evolving landscape.

We believe the appointment of the HSSE Director demonstrates our commitment to prioritizing safety, security, and environmental sustainability across all facets of our operations. Through his leadership and strategic vision, we continue to fortify our position as a responsible corporate citizen, dedicated to upholding our commitment to HSSE excellence on both a local and international scale.

2025 PROXY STATEMENT

Health, Safety and Environmental Management Systems. Our Incident Reporting and Analysis System was developed to effectively communicate across the various levels and functions within Vaalco safety and environmental objectives, goals and performance measures set by management. Our program incorporates numerous elements in order to achieve the highest level of risk mitigation possible. These elements include:

	✔	Incorporating environmental management issues and results to annual incentives;
	✔	Quarterly management auditing of offshore platforms and one HSSE certified compliance employee offshore on the platforms at all times;
	✔	Establishment of quantifiable goals with deadlines for continuous improvement of environmental protection and worker safety;
	✔	Collecting, monitoring, measuring and trending of key environmental and safety data; and
	✔	Robust safety and environmental training programs and requirements for employees and contractors.

Greenhouse Gas Emissions. We are committed to managing our emissions and seek to identify, evaluate and measure climate-related risks by incorporating them in our management process and field development plans. During 2024, we continued to build upon our work from the previous year and have identified several areas in which we were able to achieve significant impacts on overall emissions:

	✔	Achieved a 12% reduction in overall Scope 1 CO2 equivalent emissions with a 6.6% reduction in CO2 equivalent intensity by maintaining a strong focus on efficient field operations across all business units; and
	✔	Implemented a field-wide hydrocarbon emissions detection and reporting program for all countries that allows for data analysis and further optimization.

VAALCO ENERGY, INC.

Community Involvement

We take pride in our reputation as a good corporate citizen, and support the communities where we operate. We view our support and involvement in local communities as being critical to our “social license to operate.” In 2024,

	✔	we helped construct infrastructure to furnish clean water to local communities in Equatorial Guinea;
	✔	we provided funding to rehabilitate schools and training centers, construct water wells, install potable water systems and community solar lighting, and organize sports and other community events that improve the social fabric of local communities in Gabon;
	✔	we provided school supplies to underserved schools and material support to the families of children battling cancer in Houston; and
	✔	we planted hundreds of plants in various parks and along trails throughout Houston.

2025 PROXY STATEMENT

Proposal No. 1

Election of Directors

Director Nominees

On March 10, 2025, the Board, upon recommendation of the ESG Committee, voted to nominate the individuals named in the table below for election. The Board asks you to elect the five nominees named below as directors for a term that expires at the 2026 Annual Meeting of Shareholders. The table below provides summary information about the five director nominees. For more information about the director nominees, see page 19.

Name	Director Since	Independence Status	Board Committees


Andrew L. Fawthrop	2014	Independent	Audit, Compensation, ESG, Strategic,
			Technical and Reserves


George W. M. Maxwell	2020	Not Independent	Strategic, Technical and Reserves


Cathy Stubbs	2020	Independent	Audit, Compensation, ESG, Strategic,
			Technical and Reserves


Fabrice Nze-Bekale	2022	Independent	Audit, Compensation, ESG, Strategic


Edward LaFehr	2022	Independent	Compensation, ESG, Strategic, Technical
			and Reserves

Proposal No. 2

Ratification of Appointment of Independent Registered Public Accounting Firm

Auditor Ratification

The Board is asking you to ratify the selection of KPMG LLP (“KPMG”) as our independent registered public accounting firm for the fiscal year ending December 31, 2025. Even if our shareholders ratify the appointment of KPMG, the Audit Committee may, in its sole discretion, terminate such engagement and direct the appointment of another independent registered public accounting firm at any time during the year. For additional information concerning KPMG, see page 38.

VAALCO ENERGY, INC.

Proposal No. 3

Advisory Resolution on Executive Compensation

Say-on-Pay

Pursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are asking our shareholders to approve, on an advisory or non-binding basis, the compensation of our named executive officers (“NEOs”) as disclosed in this Proxy Statement. For a detailed description of our executive compensation program, see “Compensation Discussion and Analysis” beginning on page 46.

Vote Required for Each Proposal

●

Proposal No. 1. Election of Directors. The five director nominees who receive the greatest number of “FOR” votes cast by the shareholders, a plurality, will be elected as our directors. You may vote “FOR” all the director nominees, withhold authority to vote your common stock for all the director nominees or withhold authority to vote your common stock with respect to any one or more director nominees. Withholding authority to vote your common stock with respect to one or more director nominees will have no effect on the election of those nominees. For this proposal, broker non-votes will not be taken into account for purposes of determining the outcome of the election of directors. There is no cumulative voting. If you own your shares through a broker, you must give the broker instructions to vote your shares in the election of directors if you wish for your shares to be voted. If you submit a proxy card without voting instructions for this proposal, your shares will be voted “FOR” each director, in accordance with the Board’s recommendation.

●

Proposal No. 2. Ratification of Appointment of Independent Registered Public Accounting Firm. The ratification of the appointment of the independent registered public accounting firm requires the affirmative vote of a majority of votes cast affirmatively or negatively. Abstentions will not be considered “votes cast” and will have no effect on the vote. Broker non-votes have no impact on the proposal to ratify the appointment of the independent auditor because your broker has discretionary authority to vote your common stock in the absence of affirmative instructions from you with respect to this proposal. If you submit a proxy card without voting instructions, your shares will be voted “FOR” this proposal, in accordance with the Board’s recommendation.

●

Proposal No. 3. Advisory Resolution on Executive Compensation. Our NEO compensation will be considered approved by our shareholders in an advisory manner upon the affirmative vote of a majority of votes cast affirmatively or negatively. For this proposal, abstentions and broker non-votes will not be considered “votes cast” and will have no effect on the vote. If you own your shares through a broker, you must give the broker instructions to vote your shares in the advisory vote on compensation of our NEOs if you wish for your shares to be voted. If you submit a proxy card without voting instructions, your shares will be voted “FOR” this proposal, in accordance with the Board’s recommendation.

2025 PROXY STATEMENT

Voting and Other Procedures Related to the Annual Meeting

Record Date and Persons Entitled to Vote

The Board has set the close of business on April 11, 2025 as the record date for shareholders entitled to notice of and to vote at the meeting. At the close of business on the record date, there were 105,079,017 shares of Vaalco common stock outstanding and entitled to vote at the Annual Meeting. Each share of common stock is entitled to one vote.

Procedure to Access Proxy Materials Over the Internet

Your Notice or (if you received paper copies of the proxy materials) your proxy card will contain instructions on how to view our proxy materials for the Annual Meeting on the internet. Our proxy materials are also available at www.proxyvote.com.

How to Vote

The Board encourages you to exercise your right to vote. Registered shareholders can vote in person at the Annual Meeting or by proxy. Giving us your proxy means you authorize us to vote your shares at the Annual Meeting in the manner you direct. If you are a shareholder of record (you own shares in your name), there are three ways to vote by proxy:

●

By internet—You may vote over the internet at www.proxyvote.com by following the instructions on the Notice or, if you received your proxy materials by mail, by following the instructions on the proxy card.

●

By telephone—Shareholders located in the United States that receive proxy materials by mail may vote by telephone by calling 1-800-690-6903 and following the instructions on the proxy card.

●

By mail—If you received proxy materials by mail, you can vote by mail by marking, dating, signing and returning the proxy card in the postage-paid envelope.

Telephone and internet voting will be available 24 hours a day and will close at 11:59 p.m. Eastern Time on June 4, 2025.

Voting by proxy will not limit your right to vote at the Annual Meeting if you decide to attend in person. The Board recommends that you vote by proxy since it is not practical for most shareholders to attend the Annual Meeting.

If you are a street name shareholder (that is, if your shares are held of record in the name of a bank, broker or other holder of record), you will receive instructions from the bank, broker or other record holder of your shares. Most shareholders are street name shareholders. You must follow the instructions of the holder of record (e.g., your bank or broker) in order for your shares to be voted. If you are a street name shareholder, you must obtain a proxy, executed in your favor, from the holder of record (likely your broker) to be able to vote in person at the Annual Meeting.

The shares represented by all valid proxies received by telephone, by internet or by mail will be voted in the manner specified by the shareholder. However, if you submit a proxy card that does not provide your voting instructions as to each proposal, proposals for which you do not provide instructions will be voted as follows:

●

FOR the nominees for directors named in this Proxy Statement;

●

FOR ratification of the appointment of the independent registered public accounting firm; and

●

FOR approval of the advisory resolution on executive compensation;

VAALCO ENERGY, INC.

How to Change Your Vote; Revocability of Proxy

If you are a shareholder of record, you may later revoke your proxy instructions by:

●

delivering a notice of revocation to Vaalco Energy, Inc., Attn: Corporate Secretary, 2500 CityWest Blvd., Suite 400 Houston, Texas 77042;

●

voting again by the internet or telephone (only the last vote cast will be counted), provided that you do so before 11:59 p.m. Eastern Time on June 4, 2025;

	●	submitting a properly signed proxy with a later date; or
	●	voting in person at the Annual Meeting.

If you are a street name shareholder, you may later revoke your proxy instructions by following the procedures provided by your bank, broker or other record holder that holds your shares for you.

Attending the Meeting in Person

All persons wishing to attend the Annual Meeting in person must present photo identification.

Shareholders of record must present photo identification and an admission ticket. If you received the Notice and you plan to attend the Annual Meeting, you may request an admission ticket by calling investor relations at 713- 543-3422. If you received your proxy materials by mail, an admission ticket is attached to your proxy card. If you plan to attend the Annual Meeting, please submit your proxy but keep the admission ticket and bring it with you to the Annual Meeting.

If you hold your shares in street name (e.g., you are the beneficial owner of shares held by your broker), you will need proof of ownership to be admitted to the meeting. A recent brokerage statement with your name on it, or a letter from your bank or broker, are examples of proof of ownership.

Quorum

Your stock is counted as present at the Annual Meeting if you attend the Annual Meeting and vote in person or if you properly vote by internet, telephone or mail. In order for us to hold our Annual Meeting, holders of a majority of the stock issued and outstanding and entitled to vote at the Annual Meeting must be present in person or represented by proxy at the Annual Meeting. This is referred to as a quorum. Abstentions and broker non-votes will be counted as present for purposes of determining a quorum.

2025 PROXY STATEMENT

Routine and Non-Routine Matters; Abstentions and Broker Non-Votes; Proxy Cards with No or Partial Voting Instructions

The New York Stock Exchange (“NYSE”) permits brokers to vote their customers’ stock held in street name on “routine matters” when the brokers have not received voting instructions from their customers. The NYSE does not, however, allow brokers to vote their customers’ stock held in street name on non-routine matters unless they have received voting instructions from their customers. In such cases, the uninstructed shares that the broker is unable to vote are called “broker non-votes.”

The ratification of the appointment of the independent registered public accounting firm is a routine matter on which brokers may vote in their discretion on behalf of customers who have not provided voting instructions.

The election of directors and the advisory vote to approve our executive compensation are nonroutine matters on which brokers are not allowed to vote unless they have received voting instructions from their customers.

Remember, if you submit a proxy card, any proposals for which you do not provide instructions will be voted in accordance with the Board’s recommendations.

Under Delaware law, abstentions are counted as shares present and entitled to vote at the Annual Meeting, but they are not counted as votes cast. Our bylaws provide that, except as otherwise required by law, our certificate of incorporation or the rules of any stock exchange on which our securities are listed, all matters other than the election of directors shall be determined by a majority of the votes cast affirmatively or negatively. Therefore, abstentions will have no effect on the outcome of the proposals for the ratification of the appointment of the independent registered public accounting firm or the advisory vote to approve our executive compensation.

VAALCO ENERGY, INC.

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2025 PROXY STATEMENT

Proxy Solicitation

In addition to sending you these materials or otherwise providing you access to these materials, some of our directors and officers as well as management and non-management employees may contact you by telephone, mail, e-mail or in person. You may also be solicited by our proxy solicitor, D.F. King & Co., by means of press releases issued by Vaalco, postings on our website at www.Vaalco.com, advertisements in periodicals, or other media forms. None of our officers or employees will receive any extra compensation for soliciting you.

We will reimburse banks, nominees, fiduciaries, brokers and other custodians for their costs of sending the proxy materials to the beneficial owners of our common stock. In addition, to assist us with our solicitation efforts, we have retained the services of D.F. King & Co., Inc. for a fee of approximately $6,500 plus out-of-pocket expenses.

Tabulation

We have designated our General Counsel to tabulate and certify the vote at the Annual Meeting.

Results of the Vote

We will announce the preliminary voting results at the Annual Meeting and disclose the final voting results in a current report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) within four business days of the date of the Annual Meeting unless only preliminary voting results are available at the time of filing the Form 8-K. To the extent necessary, we will file an amended report on Form 8-K to disclose the final voting results within four business days after the final voting results are known. You may access or obtain a copy of these and other reports free of charge on the Company’s website at www.Vaalco.com. The reports we file with the SEC are also available on the SEC’s website at www.sec.gov.

List of Shareholders

A complete list of all shareholders entitled to vote at the Annual Meeting will be open for examination by any shareholder during normal business hours for a period of ten days prior to the Annual Meeting at our offices, 2500 CityWest Blvd., Suite 400, Houston, Texas, 77042.

VAALCO ENERGY, INC.

Proposal No. 1

Election of Directors

Overview

On March 10, 2025, the Board, upon recommendation of the ESG Committee, voted to nominate the individuals named below for election. The Board asks you to elect the five nominees named below as directors for a term that expires at the 2026 Annual Meeting of Shareholders and until either they are reelected or their successors are elected and qualified:

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Andrew L. Fawthrop

•

George W. M. Maxwell

•

Cathy Stubbs

•

Fabrice Nze-Bekale

•

Edward LaFehr

Each nominee currently serves as a director. Biographical information for each is contained below. No proposed nominee is being nominated for election pursuant to any arrangement or understanding between the nominee and any other person.

The Board has no reason to believe that any nominee will be unable or unwilling to serve if elected. If a nominee becomes unable or unwilling to accept nomination or election, the number of the Company’s directors will be reduced or the persons named as proxies on the accompanying proxy card, or their substitutes, will vote for the election of a substitute nominee that the Board recommends. Only the nominees designated by the Board will be eligible to stand for election as directors at the Annual Meeting.

Director Nominee Information and Qualifications

The following table provides information with respect to each nominee. Each director will be elected to serve until the next annual meeting or his or her earlier death or resignation or until his or her successor is elected and qualified.

Name	Age	Title
Andrew L. Fawthrop	72	Director and Chairman of the Board
George W. M. Maxwell	59	Director and Chief Executive Officer
Cathy Stubbs	58	Director
Fabrice Nze-Bekale	51	Director
Edward LaFehr	65	Director

2025 PROXY STATEMENT

The following is a brief description of the background and principal occupation of each director nominee:

Andrew L. Fawthrop

Director and Chairman of the Board

Age: 72

Director Since: 2014

Andrew L. Fawthrop — Mr. Fawthrop has served on the Board since October 2014 and as the Chairman of the Board since December 2015. Mr. Fawthrop has deep and broad-based experience in the oil and gas industry, including in Africa, having served for 37 years with Unocal Corporation and Chevron Corporation (following its acquisition of Unocal in 2005) in a vast number of international leadership positions. Most recently, from January 2009 until his retirement in 2014, Mr. Fawthrop served as Chair and Managing Director for Chevron Nigeria. Prior to his assignment in Nigeria, Mr. Fawthrop served as President and Managing Director for Unocal/Chevron Bangladesh from 2003 until 2007. In his professional career, Mr. Fawthrop held various positions of increasing responsibility for exploration activities around the world in geographies including China, Egypt, Indonesia, South America, Africa, Latin America and Europe. Mr. Fawthrop served as a Member of the Advisory Board of Eurasia Group. He served as a Director of Hindustan Oil Exploration Co. Ltd. from 2003 to 2005. He was an active member of the United States Azerbaijan Chamber of Commerce, the Asia Society of Texas and the Houston World Affairs Council. Mr. Fawthrop holds a Bachelor of Science in Geology and Chemistry and a Master’s degree in Marine Geology from the University of London.

Mr. Fawthrop’s significant experience in the international exploration and production (“E&P”) industry, particularly his experience in Africa, provides a valuable resource to the Board. In addition, through his prior leadership roles and activities, he has extensive operational experience and strategy-making abilities with an executive-level perspective and knowledge base that provides a strong platform for the Board.

George W. M. Maxwell

Director and Chief Executive Officer

Age: 59

Director Since: 2020

George W. M. Maxwell — Mr. Maxwell became Chief Executive Officer of Vaalco on April 18, 2021. Mr. Maxwell has over 25 years of experience in the oil and gas industry, including in both the producing and service/manufacturing arenas. Mr. Maxwell founded Eland Oil & Gas Plc. in 2009 and served as the company’s Chief Executive Officer from September 2014 to December 2019, Chief Financial Officer from 2010 to 2014, and as a member of the board of directors from 2009 to 2019, until the company was acquired by Seplat Petroleum Development Company Pls. on December 17, 2019. Prior to founding Eland Oil & Gas Plc., Mr. Maxwell served as the business development manager for Addax Petroleum and, prior to this, commercial manager in Geneva. Mr. Maxwell joined Addax Petroleum in 2004 and held the general manager position in Nigeria, where he was responsible for finance, and fiscal and commercial activities. Prior to this, Mr. Maxwell worked with ABB Oil & Gas as vice president of finance based in the UK with responsibilities for Europe and Africa. He held a similar position in Houston, from where the organization ran its operations in ten countries. Mr. Maxwell was finance director in Singapore for Asia Pacific and Middle East, handling currency swaps and minimizing exposures during the Asian financial crisis of the late 1990s. Mr. Maxwell graduated from Robert Gordon University in Aberdeen with a Master’s in Business Administration. Mr. Maxwell is a Fellow of the Energy Institute in the UK and has formerly served on the boards of directors of Elcrest Exploration and Production Nigeria Ltd. and Westport Oil Limited.

Mr. Maxwell’s significant experience serving in executive leadership positions and on the boards of E&P companies, as well as his experience in mergers and acquisitions and strong ties to the London investment community, provide invaluable insight, making him an important resource for the Board.

SEC Form DEF 14A filed by VAALCO Energy Inc.