Item 5.02Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Director
On January 28, 2022, the Board of Directors (the "Board") of VAALCO Energy, Inc.
(the "Company") appointed Fabrice Nze-Bekale as a director of the Company,
effective January 28, 2022. Mr. Nze-Bekale is expected to serve on the Audit
Committee, Nominating and Corporate Governance Committee, Compensation Committee
and Strategic Committee of the Board. Mr. Nze-Bekale will be entitled to receive
the standard compensation package for the Company's non-employee directors,
which is described in the Company's Definitive Proxy Statement on Schedule 14A
filed with the Securities and Exchange Commission on April 23, 2021, as
supplemented on May 13, 2021.
Mr. Nze-Bekale, age 48, has over 25 years of experience in mining, banking,
telecoms, M&A and international finance. Mr. Nze-Bekale has served on numerous
boards and as a senior executive across his career. He currently serves as an
independent director on the Board of Orabank Gabon, where he is also the
Chairman of the Audit Committee and serves on the Risk Committee. From 2012 to
2020, he was a member of the Board of the Fonds Gabonais D'Investissements
Strategiques, Gabon's sovereign wealth fund. He has also served on the Boards of
several Gabonese mining companies.
Mr. Nze-Bekale has been Chief Executive Officer of ACT Afrique based in Dakar,
Senegal since 2017, providing strategic advisory and investment banking
expertise to governments as well as to public and private entities in West
Africa. Prior to joining ACT Afrique, from 2012 to 2017, he served as Chief
Executive Officer of Societe Equatoriale Des Mines, the national mining company
in Gabon, which he helped create to manage Gabon's investments in the sector.
Prior to that, he was Director of Investment Banking for Standard Bank PLC based
in London from 2008 to 2011 and Finance Manager for Celtel International from
2005 to 2008. Fabrice began his career at Citibank Gabon, where he rose to
become the Head of Corporate Banking. Mr. Nze-Bekale is a Gabonese national and
holds a Masters degree in Finance and Financial Engineering from the University
of Paris-Dauphine (France) with an MBA from the London Business School (UK).
There are no transactions to which the Company or any of its subsidiaries is a
party and in which Mr. Nze-Bekale has a direct or indirect material interest
subject to disclosure under Item 404(a) of Regulation S-K promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
Resignation of Director
On January 28, 2022, Mr. Bradley L. Radoff delivered a letter providing notice
that he is resigning from his position as a member of the Board of the Company,
effective immediately. Mr. Radoff's resignation was not in connection with any
disagreement with the Company or the Board on any matter relating to the
Company's operations, policies or practices.
Item 7.01Regulation FD Disclosure.
On January 31, 2022, the Company issued a press release announcing the
appointment of Mr. Nze-Bekale to the Board and the resignation of Mr. Radoff
from the Board. A copy of the press release is attached hereto as Exhibit 99.1
and incorporated by reference herein.
The information in Item 7.01 of this Current Report on Form 8-K, including
Exhibit 99.1, is being furnished and shall not be deemed "filed" for the
purposes of Section 18 of the Exchange Act, or otherwise subject to the
liabilities under that section. Further, the information in Item 7.01 of this
Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be
incorporated by reference into the filings of the Company under the Securities
Act of 1933, as amended, or the Exchange Act, whether made before or after the
date hereof and regardless of any general incorporation language in such filing.
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Item 9.01Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description of Exhibit
99.1 Press Release, dated January 31, 2022 (furnished pursuant to Item
7.01)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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