Vermilion 2019 Information Circular - Proxy Statement

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Director Nominee Biographies

  • Lorenzo Donadeo

  • Larry J. Macdonald

  • Carin A. Knickel

  • Stephen P. Larke

  • Loren M. Leiker

  • Dr. Timothy R. Marchant

  • Anthony W. Marino

  • Robert B. Michaleski

  • William B. Roby

  • Catherine L. Williams

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Independent ()
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  • Audit Committee


    Number of meetings: 4
    Chair: Catherine L. Williams

    • Catherine L. Williams
    • Stephen P. Larke
    • Larry J. Macdonald
    • Robert B. Michaleski
  • Governance and Human Resources Committee


    Number of meetings: 5
    Chair: Robert B. Michaleski

    • Robert B. Michaleski
    • Carin A. Knickel
    • Stephen P. Larke
    • Larry J. Macdonald
    • Catherine L. Williams
  • Health, Safety and Environment Committee


    Number of meetings: 3
    Chair: Dr. Timothy R. Marchant

    • Dr. Timothy R. Marchant
    • Carin A. Knickel
    • Larry J. Macdonald
    • William B. Roby
  • Independent Reserves Committee


    Number of meetings: 2
    Chair: William B. Roby

    • William B. Roby
    • Loren M. Leiker
    • Dr. Timothy R. Marchant
  • Sustainability Committee
    (No meetings in 2018)


    Number of meetings:
    Chair: Dr. Timothy R. Marchant

    • Dr. Timothy R. Marchant
    • Carin A. Knickel
    • Stephen P. Larke
    • William B. Roby

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  • Chair of the Board


    Lorenzo Donadeo
    • Lorenzo Donadeo
  • President and Chief Executive Officer


    Anthony Marino
    • Anthony W. Marino
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Lorenzo Donadeo

Independent Chair of the Board


Age: 63
Director since: 1994
Independent: Yes
Board Committees:
Other Public Boards: None
Qualifications:

Mr. Donadeo has 38 years of experience in the oil and gas industry, including mergers and acquisitions, production, exploitation, field operations and gas marketing in North America, Australia, Europe, Trinidad and Tobago.  Currently, he is the Managing Director of Casadona Group, a private investment company.

He was one of the founders of Vermilion in 1994 and currently serves as Chair of the Board (since March 1, 2016).  From 2014 to 2016, Mr. Donadeo served as the Chief Executive Officer.  From 2003 to 2014, he served variously as President and Chief Executive Officer, and Executive Vice President and Chief Operating Officer, including when Vermilion made its international forays into France in 1996, and Trinidad and Tobago in 1999 through Aventura Energy Inc.  In these roles, Mr. Donadeo also launched the development of Vermilion’s sustainability program, including supporting the geothermal Tomato Greenhouse project in France in 2008, and provided a leadership role in developing Vermilion’s best-in-class HSE program, robust Code of Business Conduct, and strategic charitable giving and community engagement program.  Mr. Donadeo was the President and Chief Executive Officer of Vermilion when Vermilion founded Verenex in 2004, a company that was subsequently active in Libya and was subsequently sold.  Prior to Vermilion, he worked at Dome Petroleum and Amoco Canada, as well as at a private oil and gas company.

Mr. Donadeo has a Bachelor of Science degree in Mechanical Engineering (with distinction) from the University of Alberta.

Mr. Donadeo is not currently a member of any Board committees; however, he is invited to all committee meetings as a non-voting observer.

Vermilion Board/Committee MembershipMeeting Attendance
Board, Chair of the Board9/10
Public BoardsCommittee MembershipStock ExchangePublic Board Interlocks
Nonen/an/aNone
2018 Voting ResultsShare OwnershipEquity at Risk(1)Meets Share Ownership in 2018(2)
For: 97.09% or 77,444,043 votes
Withheld: 2.91% or 2,318,218 votes
2,901,431$98,358,511Yes

Notes:
1. Equity at risk is the market value of shares owned, excluding share awards, based on the closing trading price of the shares on the TSX on March 1, 2019 of $33.90.
2. Effective January 1, 2019, the director compensation structure was revised and directors have five years from the date of the compensation change to comply with the share ownership requirements.

 

Larry J. Macdonald

Independent Lead Director


Age: 71
Director since: 2002
Independent: Yes
Board Committees:
Other Public Boards: None
Qualifications:

Mr. Macdonald brings 50 years of oil and gas industry experience in western Canada, including leadership, strategy and growth, finance, exploration, corporate relations and marketing. Currently, he is the Chairman and Chief Executive Officer (since 2003) of Point Energy Ltd., a private oil and gas exploration company.

From 2012 to 2016 he was the Chairman of Northpoint Resources Ltd., from 2003 to 2006, a Managing Director of Northpoint Energy Ltd., and from 2006 to 2013 a director of Sure Energy Inc. Previously, he was the Chairman and Chief Executive Officer of Pointwest Energy Inc. and President and Chief Operating Officer of Anderson Exploration Ltd. He began his career with PanCanadian Petroleum Limited in 1969 (until 1977) and later worked for several exploration firms. Mr. Macdonald also has deep expertise in voluntary and community leadership, reflected by awards including the National United Way Tocqueville Society Award and the Queen Elizabeth II Diamond Jubilee Medal for community work; and an Honourary Bachelor of Technology Degree from the Southern Alberta Institute of Technology, for his support of post-secondary technology education.

Mr. Macdonald has a Bachelor of Science degree in Geology from the University of Alberta. He completed the Executive Management Program at the Wharton Business School at the University of Pennsylvania in 1993 and attended a Financial Literacy Course at the Rotman Business School at the University of Toronto, which is in conjunction with the Institute of Corporate Directors.

Vermilion Board/Committee MembershipMeeting Attendance
Board, Lead Director10/10
Audit, Member4/4
Governance and Human Resources, Member5/5
Health, Safety and Environment, Member3/3
Public BoardsCommittee MembershipStock ExchangePublic Board Interlocks
Nonen/an/aNone
2018 Voting ResultsShare OwnershipEquity at Risk(1)Meets Share Ownership in 2018(2)
For: 91.97% or 73,358,465 votes
Withheld: 8.03% or 6,403,795 votes
60,492$2,050,679 Yes

Notes:
1. Equity at risk is the market value of shares owned, excluding share awards, based on the closing trading price of the shares on the TSX on March 1, 2019 of $33.90.
2. Effective January 1, 2019, the director compensation structure was revised and directors have five years from the date of the compensation change to comply with the share ownership requirements.

 

Carin A. Knickel

Independent Director


Age: 62
Director since: 2018
Independent: Yes
Board Committees:
Other Public Boards: Hudbay Minerals Inc. (2015 to Present)
Whiting Petroleum Corporation (2015 to Present)
Qualifications:

Ms. Knickel has over 40 years of experience in human resources, business strategy and development, and crude oil and natural gas marketing.

She currently serves on the boards of Hudbay Minerals Inc, Whiting Petroleum Corporation and the National MS Society (Colorado/Wyoming Chapter). Between 2015 and 2018, Ms. Knickel served on the Hudbay Board’s Environment, Health, Safety and Sustainability Committee, which provided oversight on a wide range of sustainability issues, including community and Indigenous Peoples engagement and development.

Prior to joining these boards, Ms. Knickel worked at ConocoPhillips for 33 years, where she held a variety of leadership positions globally across several business lines, most recently as the Corporate Vice President of Global Human Resources.

Ms. Knickel has a Bachelor of Business degree from the University of Colorado at Boulder and a Master of Management from Massachusetts Institute of Technology.

Vermilion Board/Committee MembershipMeeting Attendance
Board, Member2/2Appointed to the Board on August 1, 2018 and attended all meetings since her appointment date.
Governance and Human Resources, Member2/2
Health, Safety and Environment, Member1/1
Sustainability, MemberNo meetings in 2018
Public BoardsCommittee MembershipStock ExchangePublic Board Interlocks
Hudbay Minerals Inc.
(2015 to Present)
Compensation and Human Resources, Chair
Corporate Governance and Nominating
TSX
NYSE
None
Whiting Petroleum Corporation
(2015 to Present)
Compensation
Audit
NYSE
2018 Voting ResultsShare OwnershipEquity at Risk(1)Meets Share Ownership in 2018(2)
Appointed to the Board on August 1, 20185,000$169,500Has until August 1, 2023

Notes:
1. Equity at risk is the market value of shares owned, excluding share awards, based on the closing trading price of the shares on the TSX on March 1, 2019 of $33.90.
2. Effective January 1, 2019, the director compensation structure was revised and directors have five years from the date of the compensation change to comply with the share ownership requirements.

Stephen P. Larke

Independent Director


Age: 47
Director since: 2017
Independent: Yes
Board Committees:
Other Public Boards: None
Qualifications:

Mr. Larke has over 21 years of experience in energy capital markets, including research, sales, trading and equity finance.

From 2017 to 2018, Mr. Larke served as Operating Partner and Advisory Board member with Azimuth Capital Management, an energy-focused private equity fund based in Calgary, Alberta, where he evolved strategy and business development in the rapidly advancing world of energy and Environment, Social and Governance investing principles. Prior to joining Azimuth, Mr. Larke was Managing Director and Executive Committee member with Calgary-based Peters & Co., from 2005 to 2015, and prior to, was an Equity Analyst, Vice President and Director with TD Newcrest from 1997 to 2005. Both at Peters & Co. and TD Newcrest, Mr. Larke received leading rankings in the Brendan Wood International survey of institutional investors.

Mr. Larke has a Bachelor of Commerce degree (with distinction) from the University of Calgary and holds the Chartered Financial Analyst designation.

Vermilion Board/Committee MembershipMeeting Attendance
Board, Member10/10
Audit, Member4/4
Governance and Human Resources, Member5/5
Sustainability, MemberNo meetings in 2018
Public BoardsCommittee MembershipStock ExchangePublic Board Interlocks
Nonen/an/aNone
2018 Voting ResultsShare OwnershipEquity at Risk(1)Meets Share Ownership in 2018(2)
For: 93.88% or 74,876,909 votes
Withheld: 6.12% or 4,885,351 votes
27,219$922,724Yes

Notes:
1. Equity at risk is the market value of shares owned, excluding share awards, based on the closing trading price of the shares on the TSX on March 1, 2019 of $33.90.
2. Effective January 1, 2019, the director compensation structure was revised and directors have five years from the date of the compensation change to comply with the share ownership requirements.

Loren M. Leiker

Independent Director


Age: 65
Director since: 2012
Independent: Yes
Board Committees:
Other Public Boards: SM Energy Company (2012 to Present)
Qualifications:

Mr. Leiker has 42 years of oil and gas industry experience with an extensive background in international exploration, production and operations, in such diverse locations as South America, Asia, Africa, the Middle East and North America. As a member of Vermilion’s Board and Independent Reserves Committee, Mr. Leiker brings his leadership role in developing new frontiers in North American horizontal oil production, providing guidance and oversight to Vermilion’s conventional and unconventional new ventures initiatives.

Currently, he serves as an executive director of SM Energy Company (since 2012) and director of Navitas Midstream Partners, LLC (since 2014). From 2012 to 2015, Mr. Leiker served as a director of Midstates Petroleum Company, Inc. He served as Senior Executive Vice President, Exploration of EOG Resources Inc. from 2008 until his retirement in September 2011. Prior to this, he held a variety of executive officer positions with EOG and its predecessor, Enron Oil and Gas Company. He started his career in 1977 at Tenneco Oil, where he held a variety of domestic and international roles until the sale of the Company in 1989.

Mr. Leiker holds a Bachelor and Master of Science in Geology from Texas Tech University.

Vermilion Board/Committee MembershipMeeting Attendance
Board, Member8/10
Independent Reserves, Member2/2
Public BoardsCommittee MembershipStock ExchangePublic Board Interlocks
SM Energy Company
(2012 to Present)
Audit
Executive
Nominating & Governance
NYSENone
2018 Voting ResultsShare OwnershipEquity at Risk(1)Meets Share Ownership in 2018(2)
For: 99.91% or 79,691,400 votes
Withheld: 0.09% or 70,861 votes
19,619$665,084Yes

Notes:
1. Equity at risk is the market value of shares owned, excluding share awards, based on the closing trading price of the shares on the TSX on March 1, 2019 of $33.90.
2. Effective January 1, 2019, the director compensation structure was revised and directors have five years from the date of the compensation change to comply with the share ownership requirements.

Dr. Timothy R. Marchant

Independent Director


Age: 68
Director since: 2010
Independent: Yes
Board Committees:
Other Public Boards: Valeura Energy Inc. (2015 to Present)
Cub Energy Inc. (2013 to Present)
Qualifications:

Dr. Marchant has 39 years of oil and gas industry experience in Canada and international locations, with extensive experience in exploration, foreign growth strategies, sustainability and international operations.

Currently, he is the Adjunct Professor of Strategy and Energy Geopolitics at the Haskayne School of Business, University of Calgary where he teaches energy, corporate social responsibility and sustainability strategies; he also lectures on board Environment, Social and Governance strategies for the Institute of Corporate Directors Education Program. Dr. Marchant serves as a director (since 2015) and Chair of the Board (since 2018) of Valeura Energy Inc. and director of Cub Energy Inc. (since 2013). He was Executive Chairman of Anatolia Energy Corp. from 2011 to 2013. Dr. Marchant has served in a variety of senior executive positions with British Petroleum and Amoco in North America and the Middle East. Prior to his international assignments, he spent 17 years with Amoco Canada.

Dr. Marchant has a Ph.D. in Geology from Trinity College, University of Dublin, Ireland. He completed the Executive Program at the Ivey School of Business, University of Western Ontario in 1994 and the Institute of Corporate Directors Education Program in 2011.

Vermilion Board/Committee MembershipMeeting Attendance
Board, Member10/10
Health, Safety and Environment, Chair3/3
Independent Reserves, Member2/2
Sustainability, ChairNo meetings in 2018
Public BoardsCommittee MembershipStock ExchangePublic Board Interlocks
Valeura Energy Inc.
(2015 to Present)
Board, Chairman
Governance and Compensation
Reserves and HSE
TSXNone
Cub Energy Inc.
(2013 to Present)
Audit
Compensation
Reserves
TSX Venture
2018 Voting ResultsShare OwnershipEquity at Risk(1)Meets Share Ownership in 2018(2)
For: 99.83% or 79,627,233 votes
Withheld: 0.17% or 135,028 votes
45,062$1,527,602Yes

Notes:
1. Equity at risk is the market value of shares owned, excluding share awards, based on the closing trading price of the shares on the TSX on March 1, 2019 of $33.90.
2. Effective January 1, 2019, the director compensation structure was revised and directors have five years from the date of the compensation change to comply with the share ownership requirements.

Anthony W. Marino

President and Chief Executive Officer


Age: 58
Director since: 2016
Independent: No
Board Committees:
Other Public Boards: None
Qualifications:

Mr. Marino has 36 years of oil and gas industry experience with an extensive background in operations management, business development, and capital markets. He currently serves as President and Chief Executive Officer of Vermilion (since March 1, 2016). Mr. Marino served as the President and Chief Operating Officer from 2014 to 2016, and Executive Vice President and Chief Operating Officer from 2012 to 2014. As COO and later as CEO, he promoted and led the initiation of sustainability measurement and reporting in Vermilion; led reductions in emissions intensity and spill volumes; and guided expansion of geothermal-related energy projects. As CEO, he developed our integrated company philosophy on Vermilion’s role in the energy transition, and the relationship between ESG performance and public market performance.

Prior to joining Vermilion, Mr. Marino held the position of President and Chief Executive Officer of Baytex Energy Corporation, after initially serving as Baytex’s Chief Operating Officer. Previously, Mr. Marino held the role of the President and Chief Executive Officer of Dominion Exploration Canada Ltd., a division of Dominion Resources Inc. Earlier in his career, Mr. Marino held a variety of technical and management positions with AEC Oil and Gas (USA) Inc., Santa Fe Snyder Corp. and Atlantic Richfield Company.
Mr. Marino has a Bachelor of Science degree with Highest Distinction in Petroleum Engineering from the University of Kansas and a Master of Business Administration degree from California State University at Bakersfield (Outstanding Graduate). He is a registered professional engineer and holds the Chartered Financial Analyst designation.

Vermilion Board/Committee MembershipMeeting Attendance
Board, Member10/10
Public BoardsCommittee MembershipStock ExchangePublic Board Interlocks
Nonen/an/an/a
2018 Voting ResultsShare OwnershipEquity at Risk(1)Meets Share Ownership in 2018
For: 99.91% or 79,691,602 votes
Withheld: 0.09% or 70,659 votes
281,399$9,539,426Yes

Note:
1. Equity at risk is the market value of shares owned, excluding share awards, based on the closing trading price of the shares on the TSX on March 1, 2019 of $33.90.

Robert B. Michaleski

Independent Director


Age: 65
Director since: 2016
Independent: Yes
Board Committees:
Other Public Boards: Essential Energy Services (2012 to Present)
Pembina Pipeline Corporation (2000 to Present)
Qualifications:

Mr. Michaleski has 40 years of experience in various senior management and executive roles at Pembina Pipeline Corporation where he oversaw Pembina’s transformation from an Alberta-based oil pipeline company with an enterprise value of approximately $450 million into one of North America’s leading integrated energy transportation and midstream services company with an enterprise value of approximately $12.5 billion. Mr. Michaleski was the Chief Executive Officer from 2000 to 2013 and President from 2000 to 2012. Previously, he was Vice President and Chief Financial Officer from 1997 to 2000, Vice President of Finance from 1992 to 1997, Controller from 1980 to 1992, and Manager of Internal Audit from 1978 to 1980. He has been a director of Pembina since 2000, a director of Essential Energy Services Ltd. since 2012, and a director of Coril Holdings Ltd. since 2003.

His focus on corporate philanthropy and community engagement programs includes service to the community in increasingly senior voluntary leadership roles with the United Way of Calgary and Area, including Co-Chair of the General Oil and Gas Division of the United Way of Calgary and Area; member of the Board of Directors; and Chair of the Board of Directors.

Mr. Michaleski holds a Bachelor of Commerce (Honours) Degree from the University of Manitoba. He received his Chartered Accountant designation in 1978. He is a member of the Institute of Corporate Directors.

Vermilion Board/Committee MembershipMeeting Attendance
Board, Member10/10
Audit, Member4/4
Governance and Human Resources, Chair5/5
Public BoardsCommittee MembershipStock ExchangePublic Board Interlocks
Essential Energy Services
(2012 to Present)
Audit
Governance and Compensation, Chair
TSXNone
Pembina Pipeline Corporation
(2000 to Present)
Health, Safety & EnvironmentTSX, NYSE
2018 Voting ResultsShare OwnershipEquity at Risk(1)Meets Share Ownership in 2018(2)
For: 93.37% or 74,471,541 votes
Withheld: 6.63% or 5,290,719 votes
11,863$402,156Has until October 3, 2021

Notes:
1. Equity at risk is the market value of shares owned, excluding share awards, based on the closing trading price of the shares on the TSX on March 1, 2019 of $33.90.
2. Effective January 1, 2019, the director compensation structure was revised and directors have five years from the date of the compensation change to comply with the share ownership requirements.

William B. Roby

Independent Director


Age: 59
Director since: 2017
Independent: Yes
Board Committees:
Other Public Boards: None
Qualifications:

Mr. Roby has more than 34 years of experience in various senior management and executive positions. In these roles, he held leadership responsibility for a full range of exploration and operational priorities, including international business development, business ethics, health, safety and environment, and community engagement work with Indigenous Peoples. His significant expertise in CO2 sequestration and injection has been called upon by both federal and state governments in the United States.

He currently serves as the Chief Executive Officer of Shepherd Energy, LLC (since 2015).

From 1997 to 2013, he held a number of U.S. and international management positions with Occidental Petroleum Corporation, most recently as Senior Vice President, Worldwide Operations and Production/Facility Engineering. From 2013 to 2014, he acted as Chief Operating Officer of Sheridan Production Company, LLC, a Houston-based oil and gas company with production in excess of 50,000 boe/d.

Mr. Roby has a Bachelor of Science in Mechanical Engineering from Louisiana State University.

Vermilion Board/Committee MembershipMeeting Attendance
Board, Member10/10
Health, Safety and Environment, Member3/3
Independent Reserves, Chair2/2
Sustainability, MemberNo meetings in 2018
Public BoardsCommittee MembershipsStock ExchangePublic Board Interlocks
Nonen/an/aNone
2018 Voting ResultsShare OwnershipEquity at Risk(1)Meets Share Ownership in 2018(2)
For: 99.03% or 78,990,290 votes
Withheld: 0.97% or 771,971 votes
2,903$98,412Has until April 26, 2022

Notes:
1. Equity at risk is the market value of shares owned, excluding share awards, based on the closing trading price of the shares on the TSX on March 1, 2019 of $33.90.
2. Effective January 1, 2019, the director compensation structure was revised and directors have five years from the date of the compensation change to comply with the share ownership requirements.

Catherine L. Williams

Independent Director


Age: 68
Director since: 2015
Independent: Yes
Board Committees:
Other Public Boards: Enbridge Inc. (2007 to Present)
Qualifications:

Ms. Williams brings 35 years of oil and gas industry experience, with an extensive background in finance, mergers and acquisitions, and business management.

Ms. Williams is currently the Owner and Managing Director of Options Canada Ltd. (since 2007), and serves as a Board member of Enbridge Inc. (since 2007), including as Chair of their Human Resources and Compensation Committee. She also co-chaired the Stewardship group that developed Calgary’s Poverty Reduction strategy on behalf of the City and the United Way (Enough for All); and currently Chairs the Board of Directors of Vibrant Communities Calgary, which leads the strategy’s implementation, engaging those with lived experience of poverty in solutions, including Canadian Truth and Reconciliation work.

She was a Board member of Enbridge Pipelines Inc. (2008 – 2017), Enbridge Income Partners GP Inc. (2015 – 2017), and a trustee of Enbridge Commercial Trust (2015 – 2017), all private subsidiaries of Enbridge Inc., and a director of Enbridge Income Fund Holdings Inc. (2016 – 2017), a public holding company. She served as a Board member of Alberta Investment Management Corporation (2009 – 2014) and Tim Hortons Inc. (2009 – 2012).

From 2003 to 2007, Ms. Williams held the role of Chief Financial Officer for Shell Canada Ltd., prior to which she held various positions with Shell Canada Limited, Shell Europe Oil Products, Shell Canada Oil Products and Shell International (1984 – 2003).

Ms. Williams has a Bachelor of Arts degree from University of Western Ontario and a Master of Business Administration from the Queen’s University.

Vermilion Board/Committee MembershipMeeting Attendance
Board, Member10/10
Audit, Chair4/4
Governance and Human Resources, Member5/5
Public BoardsCommittee MembershipStock ExchangePublic Board Interlocks
Enbridge Inc.
(2007 to Present)
Audit, Finance & Risk
Human Resources and Compensation, Chair
TSXNone
2018 Voting ResultsShare OwnershipEquity at Risk(1)Meets Share Ownership in 2018(2)
For: 93.14% or 74,292,021 votes
Withheld: 6.86% or 5,470,239 votes
15,792535,349Yes

Notes:
1. Equity at risk is the market value of shares owned, excluding share awards, based on the closing trading price of the shares on the TSX on March 1, 2019 of $33.90.
2. Effective January 1, 2019, the director compensation structure was revised and directors have five years from the date of the compensation change to comply with the share ownership requirements.

Meeting Highlights

The Venue

Ballroom, Metropolitan Centre 333- 4th Avenue SW
Calgary, Alberta

Date/Time:

April 25, 2019 3:00 pm MDT

Meeting begins in:

00 Days
00 Hours
00 Minutes
00 Seconds

Items of Business:

Item Board Rec.
receiving our financial statements and the respective auditors’ report for the year ended December 31, 2018; check-box
fixing the number of directors to be elected at the Meeting at 10 directors; check-box
electing the directors for the next year; check-box
appointing Deloitte LLP as auditors; check-box
approving the adoption of, and unallocated entitlements under, the Deferred Share Unit Plan governing the issuance of deferred share units of the Company to non-employee directors and certain service providers of the Company; check-box
approving unallocated entitlements under, and amendments to, the Vermilion Incentive Plan; check-box
approving unallocated entitlements under, and amendments to, Vermilion’s Employee Bonus Plan; check-box
approving unallocated entitlements under, and amendments to, Vermilion’s Employee Share Savings Plan; check-box
approving unallocated entitlements under, and amendments to, Five-Year Security-Based Compensation Arrangement; and check-box
advisory vote on Vermilion’s approach to executive compensation as set forth in this Circular check-box

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