EXPLANATORY NOTE
2020 Long Term Incentive Plan
On
April 27, 2020, the Board of Directors of VAALCO Energy, Inc. (the Registrant) adopted, subject to stockholder approval, the VAALCO Energy, Inc. 2020 Long Term Incentive Plan (the 2020 Plan).
On June 25, 2020, at the Registrants 2020 Annual Meeting of Stockholders, the 2020 Plan was approved by the Registrants stockholders by the affirmative vote of a majority of the votes cast in person or by proxy.
Pursuant to the terms of the 2020 Plan, the maximum number of shares of the Registrants common stock, par value $0.10 per share
(Common Stock), that may be delivered pursuant to awards granted under the 2020 Plan is (i) 5,500,000 plus (ii) any awards under the VAALCO Energy, Inc. 2014 Long Term Incentive Plan (the 2014
Plan) that were outstanding on April 27, 2020 and that, on or after such date, are forfeited, expire or are canceled or settled in cash (any such shares of Common Stock described in this clause (ii), the 2014 Carryover
Shares).
Prior Registration Statements
On August 17, 2001, the Registrant filed a Registration Statement on Form S-8 (File No. 333-67858) (the 2001 Form S-8) with the Securities and Exchange Commission (the SEC) for the purpose of
registering 4,000,000 shares of Common Stock issuable to participants under the VAALCO Energy, Inc. 2001 Stock Incentive Plan (the 2001 Plan).
On January 22, 2003, the Registrant filed a Registration Statement on Form S-8 (File No. 333-102649) (the January 2003 Form S-8) with the SEC for the purpose of registering 900,000 shares of Common Stock issuable upon the
exercise of warrants granted to William E. Pritchard, III in accordance with the terms of the employment agreement by and between the Registrant and Mr. Pritchard (the Pritchard Agreement).
On March 4, 2003, the Registrant filed a Registration Statement on Form S-8 (File No. 333-103576) (the March 2003 Form S-8) with the SEC for the purpose of registering (i) 480,000 shares of Common Stock issuable upon the
exercise of stock options granted to W. Russell Scheirman, II in accordance with the terms of the employment agreement by and between the Registrant and Mr. Scheirman (the Scheirman Agreement) and (ii) 500,000 shares
of Common Stock issuable upon the exercise of stock options granted to Robert L. Gerry, III in accordance with the terms of the employment agreement by and between the Registrant and Mr. Gerry (the Gerry Agreement).
On August 23, 2012, the Registrant filed a Registration Statement on Form S-8 (File No. 333-183515) (the 2012 Form S-8) with the SEC for the purpose of registering 3,000,000 shares of Common Stock issuable to participants under
the VAALCO Energy, Inc. 2012 Long Term Incentive Plan (the 2012 Plan).
On July 1, 2014, the Registrant
filed a Registration Statement on Form S-8 (File No. 333-197180) (the 2014 Form S-8) with the SEC
for the purpose of registering 4,600,000 shares of Common Stock issuable to participants under the 2014 Plan.
On June 19, 2017, the
Registrant filed a Registration Statement on Form S-8 (File No. 333-218824) (the 2017 Form S-8)
with the SEC for the purpose of registering (i) an additional 2,563,897 shares of Common Stock issuable to participants under the 2014 Plan and (ii) 292,500 shares of Common Stock issuable to Philip F. Patman, Jr. pursuant to that certain
Standalone Restricted Stock Award Agreement dated April 17, 2017 and that certain Standalone Nonstatutory Stock Option Award Agreement dated April 17, 2017, both by and between the Registrant and Phillip F. Patman, Jr. (together, the
Patman Inducement Awards).
Post-Effective Amendments
This Post-Effective Amendment No. 1 to the 2001 Form S-8, Post-Effective Amendment No. 1 to
the January 2003 Form S-8, Post-Effective Amendment No. 1 to the March 2003 Form S-8, Post-Effective Amendment No. 1 to the 2012 Form S-8, Post-Effective Amendment No. 1 to the 2014 Form S-8 and Post-Effective Amendment No. 1 to the 2017 Form S-8 (this
Post-Effective Amendment) is being filed in accordance with Item 512(a)(1)(iii) of Regulation S-K and pursuant to guidance from the staff of the SEC in Compliance and Disclosure
Interpretation 126.43 of the Securities Act Forms, to amend the 2014 Form S-8 and the 2017 Form S-8 to reflect that the 2014 Carryover Shares, consisting of an aggregate
of 2,898,460 shares of Common Stock that were subject to outstanding awards under the 2014 Plan as of April 27, 2020, may become available for issuance under the 2020 Plan as a result of the forfeiture, expiration, cancellation or settlement in
cash of such outstanding awards, and which 2014 Carryover Shares remain registered on the 2014 Form S-8 and 2017 Form S-8.
Further, the Registrant is no longer issuing securities pursuant to the 2001 Plan, the Pritchard Agreement, the Scheirman Agreement, the Gerry
Agreement, the 2012 Plan or the Patman Inducement Awards. Accordingly, this Post-Effective Amendment is