VAALCO Energy, Inc. (NYSE:EGY) Files An 8-K Submission of Matters to a Vote of Security Holders

VAALCO Energy, Inc. (NYSE:EGY) Files An 8-K Submission of Matters to a Vote of Security Holders

Item 5.07Submission of Matters to a Vote of Security Holders.

On June 1, 2017, VAALCO Energy, Inc. (the Company) held its
2017Annual Meeting of Stockholders (the Annual Meeting). At the
Annual Meeting, the Companys stockholders were requested to: (1)
elect six directors, to serve on the Companys Board of Directors
for a term of office expiring at the Companys 2018 Annual Meeting
of Stockholders; (2)ratify the appointment of BDO USA, LLP as the
Companys independent registered public accounting firm for
2017;(3)approve, on an advisory basis, the compensation of the
Companys named executive officers; and (4) approve, on a
non-binding advisory basis, the frequency of executive
compensation advisory votes.The following are the final voting
results on proposals considered and voted upon at the meeting,
each of which is more fully described in the Companys proxy
statement filed on April 19, 2017:

1.

Each of the directors nominated by the Board for
electionwere elected for a term of office expiring at the
Companys 2018Annual Meeting of Stockholders. Votes
regarding the election of the directors nominated for
election were as follows:

NOMINEE

VOTES FOR

WITHHELD

BROKER NON-VOTES

Cary Bounds

24,237,210

5,439,284

19,545,917

Andrew L. Fawthrop

23,159,794

6,516,700

19,545,917

John J. Myers, Jr.

23,151,963

6,524,531

19,545,917

Michael Keane

28,369,223

1,307,271

19,545,917

A. John Knapp, Jr.

23,310,138

6,366,356

19,545,917

Steven J. Pully

23,325,763

6,350,731

19,545,917

2.

BDO USA, LLP was ratified as the Companys independent
registered public accounting firm for 2017. The voting
results were as follows:

21

VOTES FOR

VOTES AGAINST

VOTES ABSTAINED

BROKER NON-VOTES

48,609,546

116,838

496,027

0

3.

The Board proposal seeking approval, on an advisory
basis, of the compensation of the Companys named
executive officers was approved. The voting results were
as follows:

21

VOTES FOR

VOTES AGAINST

VOTES ABSTAINED

BROKER NON-VOTES

21,907,284

7,505,488

263,722

19,545,917

4.

The Board proposal seeking approval, on a non-binding
advisory basis, of the frequency of executive
compensation advisory votes was approved. The voting
results were as follows:

21

1 YEAR

2 YEARS

3 YEARS

ABSTAIN

25,033,986

305,353

4,180,813

156,342

2

In accordance with these results and its previous recommendation,
the Board of Directors determined that future advisory votes on
named executive compensation will be held every year until the
next required advisory vote on the frequency of stockholder votes
on the compensation of named executive officers.

In addition, the Nominating and Governance Committee of the Board
of Directors nominated Mr. Knapp to serve as the Audit Committee
Chairman for the 2017-2018 year and the Board ratified the change
as of the date of the Annual Meeting.

3


About VAALCO Energy, Inc. (NYSE:EGY)

VAALCO Energy, Inc. is an independent energy company. The Company is engaged in the acquisition, exploration, development and production of crude oil and natural gas. Its segments include Gabon, Angola, Equatorial Guinea, the United States, and Corporate and other, which includes corporate and operations support. It owns producing properties and conducts exploration activities as an operator in Gabon, West Africa; conducts exploration activities as an operator in Angola, West Africa, and participates in exploration and development activities as a non-operator in Equatorial Guinea, West Africa. In the United States, it operates unconventional resource properties in North Texas and hold undeveloped leasehold acreage in Montana. It also owns minor interests in conventional production activities as a non-operator in the United States. Its Etame Marin block is located offshore the Republic of Gabon. It owns over 640-acre lease in the Hefley field (Granite Wash formation) in North Texas.

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