8-K
false 0001724965 0001724965 2022-11-22 2022-11-22

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 22, 2022

 

 

Talos Energy Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38497   82-3532642
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		   (I.R.S. Employer
Identification No.)

 

333 Clay Street, Suite 3300

Houston, Texas

     77002
(Address of principal executive offices)     (Zip Code)

(713) 328-3000

(Registrant’s telephone number, including area code)

 

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

  

Trading

Symbol(s)

  

Name of Each Exchange

on Which Registered

Common Stock   TALO   NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 7.01.

Regulation FD Disclosure.

On November 22, 2022, Talos Energy Inc. (the “Company”) issued a press release announcing the publishing of its third annual environmental, social and governance (“ESG”) report and its inaugural Climate Risk and Opportunity Report seeking alignment with the Task Force on Climate-related Financial Disclosures Framework. The reports highlight the Company’s continued commitment to transparency, emissions reduction efforts and broad ESG performance improvements across its growing Upstream and Carbon Capture & Sequestration business portfolios. Copies of the reports can be found at the Company’s website at www.talosenergy.com/sustainability. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference.

In accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K under Item 7.01 and set forth in the attached Exhibit 99.1 is deemed to be “furnished” solely pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
Number

   

Description of Exhibit

99.1    Press Release dated November 22, 2022.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 22, 2022

 

TALOS ENERGY INC.
By:  

/s/ William S. Moss III

Name:   William S. Moss III
Title:   Executive Vice President, General Counsel and Secretary

Exhibit 99.1

 

LOGO

Talos Energy Publishes 2022 ESG Report and Inaugural TCFD Report

Houston, Texas, November 22, 2022 – Talos Energy Inc. (“Talos” or the “Company”) (NYSE: TALO) today published its third annual Environmental, Social and Governance (“ESG”) Report for the 2021 calendar year and its inaugural Climate Risk and Opportunity Report seeking alignment with the Task Force on Climate-related Financial Disclosures Framework (“TCFD”). The reports highlight the Company’s continued commitment to transparency, emissions reduction efforts and broad ESG performance improvements across its growing Upstream and Carbon Capture & Sequestration (“CCS”) business portfolios. The full reports can be found at: https://www.talosenergy.com/sustainability/.

ESG Report Highlights:

 

  •  

Scope 1 GHG emissions intensity reduction of 9% from 2020 and 27% from 2018 baseline; Talos’s Scope 1 & 2 GHG emissions intensity is 46% less than the XOP Index average

 

  •  

Approximately half of one barrel spilled of 24 million gross barrels produced offshore, a spill ratio that is 20x less than the average basin operator

 

  •  

Total Recordable Incident Rate (“TRIR”) reduction of 11% from 2020 and 58% from 2018

 

  •  

Approximately 13,500 cumulative hours of Health, Safety & Environmental (“HSE”) training for offshore and corporate employees

 

  •  

Selected as a Houston Chronicle Top Workplace for the tenth consecutive year, every year since the Company’s founding

 

  •  

260% increase in community donations from 2020

 

  •  

Increased ESG and HSE performance categories to 20% of executive compensation metrics in 2021

 

  •  

Expanded Safety, Sustainability and Corporate Responsibility committee of the Board of Directors, hired Chief Sustainability Officer and ESG Director and formed employee-led ESG Committee

 

  •  

Transitioning to fully independent Board (in addition to the CEO) and eliminating staggered director elections as part of pending EnVen Energy Corporation transaction

Reporting Enhancements:

 

  •  

Increased alignment with the United Nations Sustainable Development Goals, Global Reporting Initiative (“GRI”), and Sustainability Accounting Standards Board (“SASB”) frameworks

 

  •  

Published first-ever Climate Risk & Opportunity Report seeking alignment with the TCFD

 

  •  

Added new reporting on NOx, SOx and VOC emissions, energy and water use, hazardous waste, Near Miss Frequency rates and employee training

President and Chief Executive Officer Timothy S. Duncan commented: “As we celebrate our 10th anniversary, we are proud of the progress we have made regarding ESG-related matters and are excited about continuing to position Talos as an energy company of tomorrow. With an entrepreneurial spirit at our core, we have built an upstream business that focuses on bringing safe, reliable and responsible energy production to the world. At the same time, we are advancing downstream decarbonization projects that aim to directly and materially reduce emissions across important industrial clusters along the U.S. Gulf Coast.”

Duncan continued: “Our performance in key ESG categories continues to improve across the board. Last year we further reduced our Scope 1 emissions intensity, improved our outstanding safety track record and announced key enhancements to compensation and governance structures to better align our performance with stakeholder interests. We also evolved our ESG reporting to increase the quantity and level of detail of our ESG disclosures, increasing our transparency and showcasing the incredible job that our employees, contractors and partners are doing on a daily basis across our operating footprint. We look forward to continuing our strong performance in the future as we continue to grow our Upstream and CCS businesses and focus on building long-term shareholder value.”

ABOUT TALOS ENERGY

Talos Energy (NYSE: TALO) is a technically driven independent exploration and production company focused on safely and efficiently maximizing long-term value through its operations, currently in the United States and offshore Mexico, both through upstream oil and gas exploration and production and the development of carbon capture and sequestration opportunities. As one of the Gulf of Mexico’s largest public independent producers, we leverage decades of technical and offshore operational expertise towards the acquisition, exploration and development of assets in key geological trends that are present in many offshore basins around the world. With a focus on environmental stewardship, we are also utilizing our expertise to explore opportunities to reduce industrial emissions through our carbon capture and sequestration initiatives both in and along the coast of the U.S. Gulf of Mexico. For more information, visit www.talosenergy.com.

 

 

TALOS ENERGY INC.

   

 

333 Clay St., Suite 3300, Houston, TX 77002

INVESTOR RELATIONS CONTACT

Sergio Maiworm

[email protected]

 

 

TALOS ENERGY INC.

   

 

333 Clay St., Suite 3300, Houston, TX 77002