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

(Amendment No.     )

 

 

Filed by the Registrant  x                             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
x		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)

Payment of Filing Fee (Check the appropriate box):

x		No fee required.
¨		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
		(1)		Title of each class of securities to which transaction applies:
		(2)		Aggregate number of securities to which transaction applies:
		(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
		(4)		Proposed maximum aggregate value of transaction:
		(5)		Total fee paid:
¨		Fee paid previously with preliminary materials.
¨		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
		(1)		Amount Previously Paid:
		(2)		Form, Schedule or Registration Statement No.:
		(3)		Filing Party:
		(4)		Date Filed:

 

 

 

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Supplement to Notice of the Annual Meeting and Proxy Statement

Annual Meeting

This Supplement provides updated information with respect to the 2013 Annual Meeting of Stockholders, or the “Meeting” of VAALCO Energy, Inc., or the “Company,” to be held on June 5, 2013 at 10:00 a.m., local time at the St. Regis Houston Hotel, 1919 Briar Oaks Lane, Houston, Texas 77027 for purposes set forth in the Notice of 2013 Annual Meeting of Stockholders dated April 10, 2013, or the “Notice.” Except as specifically amended or supplemented by the information contained in this Supplement, all information set forth in the Notice, Proxy Statement and proxy card remain accurate and should be considered in voting your shares.

Withdrawal of Nominee for Election as Director

On April 12, 2013, Mr. Robert H. Allen notified the Board of Directors that due to other time commitments, he has withdrawn his name for nomination for re-election at the Meeting and will retire from the Company’s Board of Directors effective June 5, 2013. The Company’s Board expects to evaluate suitable candidates and appoint a replacement director after the 2013 annual meeting. Proxy voting forms already returned by stockholders will remain valid and shares represented thereby will be voted at the Meeting unless revoked.

Election of Directors

Agenda Item 1 for the Meeting consists of the election of Directors to serve until our 2013 Annual Meeting of Stockholders and until their successors are duly elected and qualified, or until their death, resignation or removal. Because Mr. Allen will no longer stand for re-election, shares represented by proxy voting forms received by the Company will be voted for the remaining six (6) nominees as instructed on the proxy card and will not be voted for Mr. Allen. The following are the Board’s nominees for election as Directors:

 

Name		Director Since
Robert L. Gerry III		1997
W. Russell Scheirman		1991
Frederick W. Brazelton		2008
Luigi P. Caflisch		2005
O. Donaldson Chapoton		2006
John J. Myers		2010

Biographical information with respect to all nominees and share ownership information with respect to all nominees is set forth in the Proxy Statement under the captions “Directors, Nominees and Executive Officers” and “Information on Stock Ownership.”

Other Matters

None of the other agenda items presented in the Proxy Statement are affected by this Supplement, and you should carefully review the Proxy Statement prior to voting your shares. The Company knows of no matters to be submitted to the Meeting other than those presented in the Proxy Statement, as amended and supplemented by this Supplement. If any other matters properly come before the Meeting, it is the intention of the persons named on the proxy card to vote the shares they represent in accordance with their best judgment on each of such matters.

 

Houston, Texas

April 17, 2013