UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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)). |
x | Definitive Proxy Statement. |
¨ | Definitive Additional Materials. |
¨ | Soliciting Material under § 240.14a-12. |
ENERGEN CORPORATION
(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: |
March 22, 2016
To Our Shareholders:
It is our pleasure to extend to you a cordial invitation to attend the Annual Meeting of Shareholders of Energen Corporation. The Annual Meeting will be held at the principal office of the Company in Birmingham, Alabama on Tuesday, May 3, 2016, at 8:30 a.m., Central Daylight Time.
Details of the matters to be presented at this meeting are given in the Notice of the Annual Meeting and in the Proxy Statement that follow.
We hope that you will be able to attend this meeting so that we may have the opportunity of meeting with you and discussing the affairs of the Company. However, if you cannot attend, we would appreciate your submitting your proxy by telephone or by Internet, or by completing, signing and returning the enclosed proxy card as soon as convenient so that your stock may be voted.
Yours very truly,
Chairman of the Board
ENERGEN CORPORATION
Notice of Annual Meeting of Shareholders
To Be Held May 3, 2016
TIME AND DATE | 8:30 a.m., CDT, on Tuesday, May 3, 2016 | |
PLACE | Energen Plaza 605 Richard Arrington Jr. Blvd. North Birmingham, Alabama 35203-2707 Directions to the Annual Meeting are available by calling Investor Relations at 1-800-654-3206. | |
AGENDA | (1) To elect three members of the Board of Directors for three-year terms.
(2) To ratify the appointment of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for 2016.
(3) To approve the amendment and restatement of the Companys Stock Incentive Plan and approve the performance goals pursuant to the requirements of Section 162(m) of the Internal Revenue Code.
(4) To cast an advisory vote on the Companys executive compensation (Say-on-Pay vote).
(5) To consider and vote upon a shareholder proposal regarding preparation of a report on methane gas emissions, if properly presented at the Annual Meeting.
(6) To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof. | |
RECORD DATE | You can vote if you were a shareholder of record of the Company on February 29, 2016. | |
PROXY VOTING | It is important that your shares be represented and voted at the Annual Meeting. You can vote your shares by submitting your instructions by telephone or by Internet, or by completing, signing and returning a proxy card. |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD MAY 3, 2016:
The Companys Proxy Statement on Schedule 14A, form of proxy card and 2015 annual report on Form 10-K are available at: www.annualmeeting.energen.com.
Birmingham, Alabama March 22, 2016 |
J. David Woodruff Secretary |
TABLE OF CONTENTS
Page |
12 | ||||||
12 | ||||||
13 | ||||||
14 | ||||||
15 | ||||||
16 | ||||||
16 | ||||||
17 | ||||||
17 | ||||||
17 | ||||||
18 |
i
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
19 | |||
20 | ||||
20 | ||||
21 | ||||
21 | ||||
22 | ||||
23 | ||||
23 | ||||
24 | ||||
25 | ||||
26 | ||||
26 | ||||
27 | ||||
27 | ||||
ADMINISTRATION OF EXECUTIVE COMPENSATION ROLES AND RESPONSIBILITIES |
28 | |||
29 | ||||
30 | ||||
30 | ||||
32 | ||||
33 | ||||
33 | ||||
RETIREMENT INCOME PLAN AND RETIREMENT SUPPLEMENTAL AGREEMENTS |
34 | |||
35 | ||||
36 | ||||
36 | ||||
37 | ||||
38 | ||||
38 | ||||
40 | ||||
41 | ||||
42 | ||||
42 | ||||
44 | ||||
44 | ||||
47 | ||||
47 | ||||
49 | ||||
49 | ||||
49 | ||||
53 | ||||
53 | ||||
54 | ||||
54 | ||||
55 | ||||
56 | ||||
56 |
ii
57 | ||||
57 | ||||
57 | ||||
57 | ||||
58 | ||||
PROPOSAL RESPECTING PREPARATION OF REPORT ON METHANE GAS EMISSIONS |
58 | |||
59 | ||||
60 | ||||
61 |
A-1 | ||||
B-1 | ||||
C-1 |
iii
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
OF ENERGEN CORPORATION
May 3, 2016
This summary highlights information contained elsewhere in this Proxy Statement. It does not include all of the information that you should consider and you should read the entire Proxy Statement before voting. In this Proxy Statement, Energen Corporation may also be referred to as we, us, Energen or the Company.
2016 ANNUAL MEETING OF SHAREHOLDERS
Date and Time: | Tuesday, May 3, 2016, 8: 30 a.m. CDT | |
Place: | Energen Plaza 605 Richard Arrington Jr. Blvd. North Birmingham, Alabama 35203-2707 | |
Record Date: | February 29, 2016 |
VOTING MATTERS AND BOARD RECOMMENDATIONS
Our Boards Recommendations | ||
Election of Director Nominees (page 9) |
FOR each Director Nominee | |
Ratification of Appointment of Independent Auditor (page 19) |
FOR | |
Approval of the Amendment and Restatement of, and Performance Goals under, Energens Stock Incentive Plan (page 47) |
FOR | |
Advisory Vote to Approve Executive Compensation (page 57) |
FOR | |
Shareholder Proposal Methane Gas Emissions Report (page 58) |
AGAINST |
1
DIRECTOR NOMINEES (BEGINNING ON PAGE 9)
The following table provides summary information about each Director nominee. Our Directors serve for three-year terms.
Name | Age | Director Since |
Primary Occupation | Committee Memberships |
Other Public Company Boards | |||||||
T. Michael Goodrich* |
70 | 2000 | Former Chairman and CEO of BE&K, Inc.; founder, Timberline Management Co., Inc. | C, G** L | Synovus Financial Corp. | |||||||
Jay Grinney* |
65 | 2012 | President, Chief Executive Officer and director of HealthSouth Corporation | A, C | HealthSouth Corporation | |||||||
Frances Powell Hawes* |
61 | 2013 | Independent financial consultant; former Chief Financial Officer | A | Archrock, Inc. |
A | Audit Committee |
C | Compensation Committee |
G | Governance and Nominations Committee |
L | Lead Director |
* Independent Director
** Chair of Committee
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
1. | WHY DID I RECEIVE THESE PROXY MATERIALS? |
2
2. | WHAT ITEMS WILL BE VOTED ON AT THE ANNUAL MEETING? |
3. | WHAT ARE THE BOARD OF DIRECTORS VOTING RECOMMENDATIONS? |
4. | WHO IS ENTITLED TO VOTE AT THE ANNUAL MEETING? |
5. | WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A SHAREHOLDER OF RECORD AND AS A BENEFICIAL OWNER? |
3
6. | HOW DO I VOTE? |
4
7. | WHAT CAN I DO IF I CHANGE MY MIND AFTER I VOTE? |
8. | WHAT IS A QUORUM FOR THE ANNUAL MEETING? |
9. | WHAT IS A BROKER NON-VOTE? |
5
10. | WHAT ARE THE VOTING REQUIREMENTS TO ELECT THE DIRECTORS AND TO APPROVE EACH OF THE PROPOSALS DISCUSSED IN THIS PROXY STATEMENT? |
11. | HOW WILL MY SHARES BE VOTED AT THE ANNUAL MEETING? |
6
12. | COULD OTHER MATTERS BE DECIDED AT THE ANNUAL MEETING? |
13. | WHO WILL PAY FOR THE COST OF THIS PROXY SOLICITATION? |
14. | WHO WILL COUNT THE VOTES? |
Representatives of our transfer agent, Computershare, will tabulate the votes and act as inspectors of election.
15. | WHY DID I RECEIVE A NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS BUT NO PROXY MATERIALS? |
16. | CAN I ACCESS THE NOTICE OF ANNUAL MEETING, PROXY STATEMENT AND THE 2015 ANNUAL REPORT ON FORM 10-K ON THE INTERNET? |
7
Our Board of Directors (or, the Board) has nominated three Directors for election. The Board is divided into three classes serving staggered three-year terms. The terms of three of the present Directors expire at this Annual Meeting: T. Michael Goodrich, Jay Grinney and Frances Powell Hawes. Messrs. Goodrich and Grinney and Ms. Hawes have been nominated for re-election as Directors for terms expiring in 2019.
Our Board of Directors recommends that T. Michael Goodrich, Jay Grinney and Frances Powell Hawes be elected to serve in the class with terms expiring in 2019. Each nominee has agreed to be named in this Proxy Statement and to serve if elected. We expect each nominee for election as a Director to be able to serve if elected. Biographical data on these nominees and the other members of the Board of Directors is presented below under the caption Governance of the Company.
Unless you otherwise direct on the proxy form, the proxy holders intend to vote your shares in favor of the above listed nominees. To be elected, a nominee must receive a majority of the votes cast at the Annual Meeting in person or by proxy. If one or more of the nominees becomes unavailable for election or service as a Director, the proxy holders may vote your shares for one or more substitutes designated by the Board of Directors.
8
The members of our Board of Directors, including the three nominees for election, are identified below.
NOMINEES FOR ELECTION AS DIRECTORS FOR THREE-YEAR TERMS EXPIRING IN 2019
Name and Year First Became Director |
Principal Occupation and Other Information | |
T. MICHAEL GOODRICH Director since 2000 |
Mr. Goodrich, 70, retired in 2008 as Chairman of the Board and Chief Executive Officer of BE&K, Inc., an international engineering and construction firm headquartered in Birmingham, Alabama. Upon retirement, Mr. Goodrich founded an investment and consulting company, Timberline Management Co., Inc. He joined BE&K in 1972 as Assistant Secretary and General Counsel, was named President in 1989 and was named Chairman and Chief Executive Officer in 1995. Mr. Goodrich is active in a number of industry and civic organizations including the National Academy of Construction. In addition to Energen, Mr. Goodrich serves as a director of one other publicly traded company Synovus Financial Corp. He is also a director of First Commercial Bank. Mr. Goodrich is a graduate of Tulane University (civil engineering) and the University of Alabama School of Law (J.D.). | |
JAY GRINNEY Director since 2012 |
Mr. Grinney, 65, is President, Chief Executive Officer and a director of publicly traded HealthSouth Corporation, one of the countrys largest providers of post-acute healthcare services. He was named to these positions in May 2004. Prior to joining HealthSouth, Mr. Grinney served in a number of senior management positions with HCA, Inc., or its predecessor companies, in particular, serving as president of HCAs Eastern Group from May 1996 to May 2004, president of the Greater Houston Division from October 1993 to April 1996 and as chief operating officer of the Houston region from November 1992 to September 1993. Before joining HCA, Mr. Grinney held several executive positions during a nine-year career at the Methodist Hospital System in Houston, TX. Mr. Grinney has served in a number of community and civic leadership roles and presently serves on the boards of directors of the Public Affairs Research Council of Alabama, the Community Foundation of Greater Birmingham and the Birmingham Business Alliance. He is a graduate of St. Olaf College (B.A. psychology), Washington University School of Medicine (M.H.A.), and Washington University Graduate School of Management (M.B.A.). | |
FRANCES POWELL HAWES Director since 2013 |
Ms. Hawes, 61, an independent financial consultant, has an extensive background in finance with publicly traded and private companies and is a CPA. Ms. Hawes served as Chief Financial Officer of New Process Steel, L.P., a privately held steel distribution business in the United States and Mexico from September 2012 through December 2013; as Senior Vice President and Chief Financial Officer of American Electric Technologies, Inc. from 2011 to 2012, as Interim Chief Financial Officer of Sterling Chemicals, Inc. from 2009 to 2010; as Executive Vice President and Treasurer of NCI Building Systems, Inc. from 2005 to 2008; as a financial advisor to London Merchant Securities LPC, a real estate and investment company, from 2003 to 2005; and as Chief Financial Officer and Treasurer of Grant Prideco, Inc., a manufacturer of engineered tubular products for the energy industry, from 2000 to 2001. Ms. Hawes serves as a director of one other publicly traded company, Archrock, Inc. She is active in a number of civic and professional organizations and serves as an executive officer for Financial Executives International Houston, Texas Chapter. She is a graduate of the University of Houston (B.B.A.). |
9
DIRECTORS WHOSE TERMS EXPIRE IN 2017
Name and Year First Became Director |
Principal Occupation and Other Information | |
KENNETH W. DEWEY Director since 2007 |
Mr. Dewey, 62, is a co-founder and board member of Caymus Capital Partners, a market-neutral energy equity fund manager. Mr. Dewey was a co-founder of Randall & Dewey, a full-service transaction advisory firm specializing in oil and gas mergers, acquisitions and divestments. Randall & Dewey provided marketing, transaction, evaluation and research services for clients ranging from small, privately held firms to integrated energy companies and major oil companies. Mr. Dewey served as Randall & Deweys Chief Financial Officer from 1989 until his 2006 retirement following the firms 2005 acquisition by Jefferies & Company. From 1978 to 1989, Mr. Dewey held a variety of positions with Amoco Corporation and its subsidiaries. Mr. Dewey is a graduate of Stanford University (A.B. economics) and Wharton School, University of Pennsylvania (M.B.A.). | |
M. JAMES GORRIE Director since 2014 |
Mr. Gorrie, 53, is CEO of Brasfield & Gorrie, LLC, one of the largest privately held construction firms in the United States. It provides construction and construction management services for a wide variety of projects, including commercial, institutional, healthcare, industrial, and treatment plant construction. Mr. Gorrie joined Brasfield & Gorrie in 1984 and served in various roles prior to his election as President in 1994, a position which he held until 2015. He has served as CEO since his election to that position in 2011. Mr. Gorrie serves as a director of one other publicly traded company, ProAssurance Corporation. He is a graduate of Auburn University (B.S. building science). | |
JAMES T. MCMANUS, II Director since 2006 |
Mr. McManus, 57, is Chairman of the Board, President and Chief Executive Officer of the Company. He has been employed by Energen Corporation and its subsidiaries in various capacities since 1986. He was elected Executive Vice President and Chief Operating Officer of Energen Resources Corporation in October 1995 and President of Energen Resources in April 1997. He was elected President and Chief Operating Officer of the Company effective January 1, 2006, Chief Executive Officer effective July 1, 2007, and Chairman of the Board effective January 1, 2008. Prior to joining the Company, Mr. McManus worked for PricewaterhouseCoopers as a certified public accountant. Mr. McManus serves on the board of one other publicly traded company Questar Corp. He is a graduate of the University of Alabama (B.S. accounting). |
10
DIRECTORS WHOSE TERMS EXPIRE IN 2018
Name and Year First Became Director |
Principal Occupation and Other Information | |
WILLIAM G. HARGETT Director since 2015 |
Mr. Hargett, 66, has 35 years of North American oil and gas industry experience. He retired in 2008 as Chairman, President, and CEO of publicly-traded Houston Exploration Company, following its merger with Forest Oil. He joined Houston Exploration in 2001 as President and CEO and was elected Chairman in 2004. Mr. Hargett began his career in 1973 as Exploration Geologist with Amoco Production Company; in 1974 he joined Tenneco Oil Company serving in various exploration positions including Exploration Manager Gulf Coast Division from 1984 to 1988; in 1988 he became President and Director North Central Oil Company; in 1993 President Amax Oil and Gas Inc.; in 1994 President and Chief Operating Officer (USA) Greenhill Petroleum Corp.; and in 1997 President, Chief Operating Officer, and Director Snyder Oil Company and, following its 1999 merger, President North America Sante Fe Snider. Mr. Hargett is a graduate of the University of Alabama (B.S. geology; M.S. geology). | |
ALAN A. KLEIER Director since 2015 |
Mr. Kleier, 62, retired in 2013 as Vice President of Chevrons Mid-Continent Business Unit, a position which he had held since 2011. He began his career in 1977 with Texaco Exploration and Production, Inc. as Field Engineer/Drilling Foreman, subsequently serving in roles of increasing responsibility. At the time of the 2001 Chevron-Texaco merger, Mr. Kleier was Texacos Vice President, Central United States Business Unit. After the merger, he held the following positions within the Chevron organization: 2001 Vice President Permian Basin Unit; 2003 Vice President International Upstream; and 2004 General Manager of Operations/Managing Director Southern Africa Strategic Business Unit (Angola). He recently accepted a position on the Industrial Board of Advisors for the University of Louisville J.B. Speed School of Engineering. Mr. Kleier is a graduate of the University of Louisville (B.S. mechanical engineering and M.E. mechanical engineering). | |
STEPHEN A. SNIDER Director since 2000 |
Mr. Snider, 68, retired in 2009 as Chief Executive Officer and director of Exterran Holdings, Inc., a global natural gas compression services company, and also retired as Chief Executive Officer and director for the general partner of Exterran Partners, L.P., a domestic natural gas contract compression services business. Mr. Snider has over 30 years of experience in senior management of operating companies. He serves as a director of two other publicly traded companies Tetra Technologies, Inc. and Thermon Group Holdings, Inc. He has within the past five years served as a director of Dresser Rand Group, Inc., and Seahawk Drilling Incorporated. Mr. Snider is a graduate of the University of Detroit (B.S. civil engineering) and the University of Colorado at Denver (M.B.A.). | |
GARY C. YOUNGBLOOD Director since 2003 |
Mr. Youngblood, 72, retired in 2003 as President and Chief Operating Officer of Alabama Gas Corporation, a former subsidiary of the Company. Mr. Youngblood was employed by Alabama Gas Corporation in various capacities for 34 years. He was elected its Executive Vice President in 1993, its Chief Operating Officer in 1995, and its President in 1997. Mr. Youngblood has served in a number of industry and civic leadership roles including Chairman of the Birmingham Chamber of Commerce, member of the Board of Directors of the Public Affairs Research Council of Alabama, President of the Alabama Natural Gas Association, President of the Southeast Gas Association, and member of the Leadership Council of the American Gas Association. He is a graduate of the University of Montevallo (B.S. business administration). |
Each of our Directors also serves as a Director of Energen Resources Corporation (Energen Resources), our principal subsidiary.
11
DIRECTOR SKILLS AND QUALIFICATIONS
12
The following table summarizes the primary purpose and function of each committee.
Committee | Primary Purpose and Function | |
Audit |
Assist the Board in fulfilling its responsibility to oversee the integrity of the Companys financial statements, the Companys compliance with legal and regulatory requirements, the independent auditors qualifications and independence, and the performance of the Companys internal audit function and independent auditors;
appointment, compensation, retention, discharge and replacement of the Companys independent auditors; and
prepare a Committee report as required by the SEC to be included in the Companys annual Proxy Statement.
| |
Governance & Nominations |
Review and advise the Board on general governance and structure issues, including corporate governance principles and guidelines applicable to the Company;
lead the Boards Director succession planning;
review potential Board candidates and recommend Director nominations to the Board; and
review and recommend non-employee Director compensation to the Board.
| |
Compensation |
Review and approve base salaries, corporate goals and objectives in relation to performance-based compensation, benefits, and equity awards. Evaluate the CEOs performance based on these goals and objectives and, either as a committee or together with the other independent directors (as directed by the Board) determine and approve the CEOs compensation level based on that evaluation;
make recommendations to the Board with respect to non-CEO executive officer compensation, incentive compensation plans and equity-based plans that are subject to Board approval;
produce an annual report on executive compensation as required by the SEC to be included in or incorporated by reference into the Companys Proxy Statement or other applicable SEC filings; and
under delegation from our Board, determine and approve our compensation philosophy, the compensation of our non-CEO executive officers and equity-based compensation applicable to non-executive officer employees. |
13
The table below provides membership and meeting information for each of the standing Board committees for 2015.
Name | Audit | Compensation |
Governance & Nominations | |||
Mr. Dewey* |
C | M | ||||
Mr. Goodrich* |
M | C | ||||
Mr. Gorrie* |
M | |||||
Mr. Grinney* |
M | M | ||||
Mr. Hargett*(a) |
M | |||||
Ms. Hawes* |
M | |||||
Mr. Kleier*(a) |
M | |||||
Mr. McManus(b) |
||||||
Mr. Snider* |
C | M | ||||
Mr. Youngblood* |
M | |||||
2015 Meetings |
5 | 4 | 2 |
C: Chair M: Member *Independent Director
(a) | Messrs. Hargett and Kleier joined the Audit Committee effective April 30, 2015. |
(b) | Mr. McManus, as Chief Executive Officer of the Company, is not a member of any Committee. |
14
BOARD LEADERSHIP STRUCTURE AND ROLE IN RISK OVERSIGHT
15
COMMUNICATION WITH THE BOARD OF DIRECTORS
16
AVAILABILITY OF CORPORATE GOVERNANCE DOCUMENTS.
COMPENSATION COMMITTEE PROCESS
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
17
2015 Director Compensation
Name |
Fees Earned Paid in Cash ($) |
Stock Awards ($) |
Option Awards ($) |
Non-Equity Incentive Plan Compensation ($) |
Change in Pension Value and Nonqualified Deferred Compensation Earnings |
All Other Compensation ($) |
Total ($) |
|||||||||||||||
(a) | (b) | (c)(1) | (d) | (e) | (f) | (g)(2) | (h) | |||||||||||||||
Dewey
|
|
87,000
|
|
|
101,294
|
|
-
|
-
|
-
|
|
2,787
|
|
|
191,081
|
| |||||||
Goodrich
|
|
73,500
|
|
|
101,294
|
|
-
|
-
|
-
|
|
1,721
|
|
|
176,515
|
| |||||||
Gorrie
|
|
76,875
|
|
|
101,294
|
|
-
|
-
|
-
|
|
1,058
|
|
|
179,227
|
| |||||||
Grinney
|
|
75,000
|
|
|
101,294
|
|
-
|
-
|
-
|
|
1,521
|
|
|
177,815
|
| |||||||
Hargett(3)
|
|
47,000
|
|
|
-
|
|
-
|
-
|
-
|
|
1,534
|
|
|
48,534
|
| |||||||
Hawes
|
|
69,000
|
|
|
101,294
|
|
-
|
-
|
-
|
|
1,714
|
|
|
172,008
|
| |||||||
Kleier(3)
|
|
47,000
|
|
|
-
|
|
-
|
-
|
-
|
|
1,959
|
|
|
48,959
|
| |||||||
Snider
|
|
79,000
|
|
|
101,294
|
|
-
|
-
|
-
|
|
1,405
|
|
|
181,699
|
| |||||||
Youngblood
|
|
63,000
|
|
|
101,294
|
|
-
|
-
|
-
|
|
-
|
|
|
164,294
|
|
(1) The Stock Awards in column (c) reflect the January 2015 grant of 1,650 unrestricted shares under the Companys Directors Stock Plan with a grant date value of $61.39 per share. There were no stock awards outstanding at year-end.
(2) Column (g) reflects income tax reimbursements related to Company paid spousal travel expenses. The aggregate amount of perquisites and other personal benefits, or property, including Company paid spousal travel expenses was less than $10,000 for each Director.
(3) Messrs. Hargett and Kleier joined the Board of Directors effective April 30, 2015.
18
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
19
20
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANYS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
21
In compliance with the requirements of the NYSE, the Audit Committee has a formal written charter approved by the Board of Directors, a copy of which is available on our website under the heading Investor Relations and subheading Corporate Governance (www.energen.com). In connection with the performance of its responsibility under its charter, the Audit Committee has:
| Reviewed and discussed the audited financial statements of the Company with management; |
| Discussed with the independent auditors the matters required to be discussed by PCAOB Auditing Standard No. 16 (required communication by external auditors with audit committees); |
| Received from the independent auditors disclosures regarding the auditors independence required by the applicable requirements of the Public Company Accounting Oversight Board and discussed with the auditors the auditors independence; and |
| Recommended, based on the review and discussion noted above, to the Board of Directors that the audited financial statements be included in the Companys Annual Report on Form 10-K for the year ended December 31, 2015 for filing with the SEC. |
The Audit Committee has also considered whether the independent registered public accountants provision of non-audit services to the Company is compatible with maintaining their independence.
AUDIT COMMITTEE
Kenneth W. Dewey, Chair
M. James Gorrie
Jay Grinney
William G. Hargett
Frances Powell Hawes
Alan A. Kleier
22
The only persons known by the Company to be beneficial owners of more than five percent (5%) of the Companys common stock are the following:
Name and Address of Beneficial Owner | Number of Shares Beneficially Owned(1) |
Percent of Class Beneficially Owned(1) | ||
Boston Partners(2) One Beacon Street Boston, MA 02108 |
8,952,858 | 11.36% | ||
JPMorgan Chase & Co.(3) 270 Park Avenue New York, NY 10017 |
8,846,989 | 11.2% | ||
Wellington Management Group LLP(4) c/o Wellington Management Company LLP 280 Congress Street Boston, MA 02210 |
8,791,008 | 11.16% | ||
BlackRock, Inc.(5) 55 East 52nd Street New York, NY 10055 |
6,882,130 | 8.7% | ||
The Vanguard Group(6) 100 Vanguard Blvd. Malvern, PA 19355 |
5,724,151 | 7.26% |
(1) | Reflects shares reported on Schedule 13G as beneficially owned as of December 31, 2015. |
(2) | In a Schedule 13G filed February 9, 2016, Boston Partners reported having sole power to vote 7,308,352 shares of common stock, shared power to vote 17,859 shares of common stock and sole power to dispose or direct the disposition of 8,952,858 shares of common stock. All information in this footnote was obtained from the Schedule 13G filed by Boston Partners. |
(3) | In a Schedule 13G filed January 15, 2016, JPMorgan Chase & Co., together with certain affiliated entities (JPMorgan), reported having sole power to vote 8,526,639 shares of common stock, shared power to vote 9,277 shares of common stock, sole power to dispose or direct the disposition of 8,827,946 shares of common stock and shared power to dispose or direct the disposition of 2,438 shares of common stock. All information in this footnote was obtained from the Schedule 13G filed by JPMorgan. |
(4) | In a Schedule 13G filed February 11, 2016, Wellington Management Group LLP, together with certain affiliated entities (Wellington), reported having shared power to vote 4,155,832 shares of common stock and shared power to dispose or direct the disposition of 8,791,008 shares of common stock. All information in this footnote was obtained from the Schedule 13G filed by Wellington. |
(5) | In a Schedule 13G filed January 26, 2016, BlackRock, Inc., together with certain affiliated entities (BlackRock), reported having sole power to vote 6,407,684 shares of common stock and sole power to dispose or direct the disposition of 6,882,130 shares of common stock. All information in this footnote was obtained from the Schedule 13G filed by BlackRock. |
23
(6) | In a Schedule 13G filed February 10, 2016, The Vanguard Group, together with certain affiliated entities (Vanguard), reported having sole power to vote 75,491 shares of common stock, sole power to dispose or direct the disposition of 5,637,621 shares of common stock, shared power to vote 8,200 shares of common stock and shared power to dispose or direct the disposition of 86,530 shares of common stock. All information in this footnote was obtained from the Schedule 13G filed by Vanguard. |
DIRECTORS AND EXECUTIVE OFFICERS
As of February 29, 2016, our Directors and executive officers beneficially owned shares of our common stock as described in the table below. Beneficial ownership includes shares that each person has the right to acquire within sixty (60) days of February 29, 2016. Except as we have noted below, each individual listed below has sole voting power and sole investment power with respect to shares they beneficially own, and has not pledged any of their shares of our common stock. The final column indicates common stock share equivalents held under the Energen Corporation Deferred Compensation Plan as of February 29, 2016. Company policy prohibits our officers and directors from pledging our common stock or trading in derivatives of our common stock.
Name of Entity, Individual or Persons in Group |
Number of Shares Beneficially Owned (1)(2) |
Percent of Class Beneficially Owned(2) |
Share Equivalents Under Deferred Plan (3) | |||
Kenneth W. Dewey |
15,000 | * | 26,511 | |||
David Godsey |
25,678 | * | 264 | |||
T. Michael Goodrich |
45,822 | * | 0 | |||
M. James Gorrie |
6,900 | * | 0 | |||
Jay Grinney |
2,500 | * | 13,041 | |||
William G. Hargett |
4,330 | * | 0 | |||
Frances Powell Hawes |
2,990 | * | 4,950 | |||
Alan A. Kleier |
500 | * | 2,830 | |||
James T. McManus, II |
359,033 | * | 0 | |||
Charles W. Porter, Jr. |
73,499 | * | 948 | |||
John S. Richardson |
182,396 | * | 2,033 | |||
Stephen A. Snider |
35,700 | * | 4,483 | |||
J. David Woodruff |
181,642 | * | 831 | |||
Gary C. Youngblood |
47,522 | * | 0 | |||
All Directors and executive officers (15 persons) | 991,007 | 1.02% | 57,353 |
* | Less than one percent. |
(1) | The shares of common stock shown above include shares owned by spouses and children, as well as shares held in trust. The shares of common stock shown above for Messrs. Godsey, McManus, Porter, Richardson, Woodruff and the other executive officers of the Company include shares that are held for their respective accounts under the Energen Corporation Employee Savings Plan. Messrs. Godsey, McManus, Porter, Richardson, Woodruff and all Directors and executive officers as a group hold presently exercisable options to acquire 8,475, 187,134, 47,994, 114,673, 86,967, and 449,610 shares of common stock, respectively, which amounts are included in the above table. |
24
(2) | The number and percentage of common stock beneficially owned does not include shares of common stock credited to Company Stock Accounts under the Energen Corporation Deferred Compensation Plan. |
(3) | Represents shares of common stock credited to Company Stock Accounts under the Energen Corporation Deferred Compensation Plan. The value of Company Stock Accounts tracks the performance of the common stock, with reinvestment of dividends. The Company Stock Accounts have no voting rights. |
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
25
COMPENSATION DISCUSSION AND ANALYSIS
26
27
Allocation of Target Compensation by Percentage
28
29
30
Performance Factors and 2015 Results: The performance targets and ranges, as well as actual 2015 results were as follows:
Performance Factor
|
||||||||
Threshold |
Target |
Maximum |
2015 Actual | |||||
0.50 | 1.00 | 2.00 | 1.456 |
The performance factor scores were calculated based on the following criteria, results and weights:
Threshold |
Target |
Maximum |
2015 Result |
2015 Score |
Weight | |||||||
EBITDAX (dollars in millions) |
$519 | $649 | $779 | $708.5 | 1.46 | 50% | ||||||
Total Production (excluding acquisitions and divestitures) MMBOE |
19.67 | 21.85 | 24.04 | 22.50 | 1.30 | 30% | ||||||
Exploitation percentage production replacement (excluding acquisitions and divestitures) |
50% | 100% | 150% | 450%± | 2.00 | 10% | ||||||
Safety-Percentage of Industry Average |
||||||||||||
DART Case Rate (20%) |
150% | 100% | 50% | 75% | 1.50 | 2% | ||||||
Lost Time Incidence Rate (20%) |
150% | 100% | 50% | 66.6% | 1.67 | 2% | ||||||
Frequency Rate (40%) |
150% | 100% | 50% | 68.8% | 1.62 | 4% | ||||||
DART Severity Rate (20%) |
150% | 100% | 50% | 353% | 0.50 | 2% | ||||||
Total Weighted Score |
1.456 |
Based on the performance criteria and the 2015 results detailed above, the named executive officers received AICP incentive payments in January 2016 as reflected in the table below (also reflected in the column (g) 2015 disclosure in the Summary Compensation Table). The table also reflects the amounts that would have been paid to each named executive officer at target performance.
Named Executive Officer |
AICP Target ($) |
AICP Actual ($) |
Actual as
| |||
McManus |
972,400 | 1,415,814 | 146% | |||
Porter |
416,700 | 606,715 | 146% | |||
Richardson |
459,000 | 668,304 | 146% | |||
Godsey |
288,750 | 420,420 | 146% | |||
Woodruff |
247,000 | 359,632 | 146% |
31
Earned AICP incentives are calculated using the following formula base salary x target incentive opportunity x performance factor score. No incentives are paid unless Energen achieves its threshold EBITDAX. The minimum score for the other performance factors is the threshold score. For example, Mr. McManuss 2015 AICP incentive was calculated as follows:
Calculation of McManuss Actual AICP Incentive
Base Salary | X | Target Incentive Opportunity |
X | Performance Factor Score |
= | Actual Incentive |
||||||||||||||||||
$884,000 | X | 110% | X | 1.456 | = | $1,415,814 |
LONG-TERM EQUITY INCENTIVE COMPENSATION
32
OWNERSHIP GUIDELINES/ANTI-HEDGING AND PLEDGING
1997 DEFERRED COMPENSATION PLAN
33
RETIREMENT INCOME PLAN AND RETIREMENT SUPPLEMENTAL AGREEMENTS
34
SEVERANCE COMPENSATION AGREEMENTS AND CHANGE IN CONTROL
35
RESULTS OF 2015 ADVISORY VOTE ON EXECUTIVE COMPENSATION
36
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and based on that review and discussion, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.
COMPENSATION COMMITTEE:
Stephen A. Snider, Chair
Kenneth W. Dewey
T. Michael Goodrich
Jay Grinney
37
The following table sets forth the information required by Item 402 of Regulation S-K promulgated by the SEC. The amounts shown represent the compensation paid to our named executive officers for each fiscal year noted in the table, for services rendered to us. For a more complete discussion of the elements of compensation included in this table, please refer to the discussion reflected in Compensation Discussion and Analysis beginning on page 26 of this Proxy Statement.
Name and Principal Position |
Year | Salary ($) |
Bonus ($) |
Stock ($)(1)(2) |
Option ($)(1) |
Non- Equity sation Earnings ($)(3) |
Change in ($)(4) |
All Other Compensation ($)(5) |
Total ($) | |||||||||||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | |||||||||||||||||||||||||||
McManus, II, James T. |
|
2015
|
|
884,000 | - | 5,499,904 | - | 1,415,814 | - | 97,104 | 7,896,822 | |||||||||||||||||||||||||
|
2014
|
|
837,000 | 250,000 | 3,025,561 | 1,016,091 | 745,293 | - | 83,865 | 5,957,810 | ||||||||||||||||||||||||||
|
2013
|
|
805,000 | - | 4,370,603 | 809,876 | 788,578 | - | 87,174 | 6,861,231 | ||||||||||||||||||||||||||
Porter, Jr., Charles W. |
|
2015
|
|
463,000 | - | 2,243,216 | - | 606,715 | - | 52,242 | 3,365,173 | |||||||||||||||||||||||||
|
2014
|
|
428,000 | 171,200 | 928,255 | 311,734 | 304,884 | 171,734 | 34,781 | 2,350,588 | ||||||||||||||||||||||||||
|
2013
|
|
400,000 | - | 1,085,840 | 201,219 | 293,880 | - | 31,780 | 2,012,719 | ||||||||||||||||||||||||||
Richardson, John S.
|
|
2015
|
|
510,000 | - | 2,470,908 | - | 668,304 | - | 66,617 | 3,715,829 | |||||||||||||||||||||||||
|
2014
|
|
462,000 | - | 1,113,306 | 373,848 | 399,867 | 592,818 | 47,850 | 2,989,689 | ||||||||||||||||||||||||||
|
2013
|
|
440,000 | - | 1,343,771 | 249,000 | 342,304 | - | 42,425 | 2,417,500 | ||||||||||||||||||||||||||
Godsey, David
|
|
2015
|
|
385,000 | - | 720,584 | - | 420,420 | - | 56,333 | 1,582,337 | |||||||||||||||||||||||||
|
2014
|
|
370,000 | - | 416,104 | 139,698 | 244,889 | 62,010 | 37,440 | 1,270,141 | ||||||||||||||||||||||||||
Woodruff, J. David |
|
2015
|
|
380,000 | - | 1,045,947 | - | 359,632 | - | 42,188 | 1,827,767 | |||||||||||||||||||||||||
|
2014
|
|
369,000 | 110,700 | 355,636 | 119,433 | 197,142 | 315,181 | 38,569 | 1,505,661 | ||||||||||||||||||||||||||
|
2013
|
|
355,000 | - | 409,598 | 75,920 | 173,879 | - | 34,028 | 1,048,425 |
38
(1) | The amounts in columns (e) and (f) reflect grant date fair value. The valuation assumptions are discussed in Note 6 to the Companys financial statements included in the Companys Annual Report on Form 10-K for the year ended December 31, 2015. |
(2) | Column (e), Stock Awards, includes restricted stock and performance share awards. 60.84% of the grant date value represents performance shares, and the remaining 39.16% represents restricted stock. See footnote 3 to the Grants of Plan-Based Awards table on page 40 for more detail about the performance share awards. If the highest level of performance conditions is achieved, the value of the stock awards reflected in column (e) for Messrs. McManus, Porter, Richardson, Godsey and Woodruff would be $8,846,340, $3,608,080, $3,974,273, $1,159,003, and $1,682,296, respectively. |
(3) | The amounts in column (g) reflect Annual Incentive Compensation payouts as discussed on pages 3032 of this Proxy Statement. |
(4) | Our Board of Directors terminated the Energen Corporation Retirement Income Plan effective January 1, 2015 and approved termination of our Executive Retirement Supplement Agreements effective as of December 31, 2014. Our named executive officers received distributions of their vested benefits under such plans during 2015. For a more complete discussion, see Executive Compensation-Pension Benefits in 2015 beginning on page 42 of this Proxy Statement. Energen does not provide above-market or preferential earnings on deferred compensation. |
(5) | The amounts reported in column (i) for 2015 reflect the Companys contributions to defined contribution plans, dinner club memberships, life insurance premiums, financial planning, spousal travel, and tax reimbursements related to spousal travel. |
Defined Contributions ($) |
Spousal Travel Tax ($) | |||
McManus |
86,748 | 2,931 | ||
Porter |
45,730 | 2,010 | ||
Richardson |
50,280 | 1,507 | ||
Godsey |
38,175 | 2,013 | ||
Woodruff |
37,698 | 1,529 |
39
The following table sets forth information with respect to annual cash incentives and long-term equity incentives to our named executive officers. For a more complete discussion of the awards, please refer to the discussion of these incentives contained in Compensation Discussion and Analysis, beginning on page 26 of this Proxy Statement.
Name
|
Grant Date
|
Meeting
|
Estimated Future Payouts
Under
|
Estimated Future Payouts Under
|
All Other
|
Grant
|
||||||||||||||||||||||||||||||||||
Threshold ($)
|
Target ($)
|
Maximum
|
Threshold (#)
|
Target
|
Maximum (#)
|
|||||||||||||||||||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (l) | |||||||||||||||||||||||||||||||
McManus |
2/10/15 | 2/9/15 | 486,200 | 972,400 | 1,944,800 | 9,967 | 39,867 | 79,734 | 33,054 | 5,499,904 | ||||||||||||||||||||||||||||||
Porter |
2/10/15 | 2/9/15 | 208,350 | 416,700 | 833,400 | 4,065 | 16,260 | 32,520 | 13,482 | 2,243,216 | ||||||||||||||||||||||||||||||
Richardson |
2/10/15 | 2/9/15 | 229,500 | 459,000 | 918,000 | 4,478 | 17,910 | 35,820 | 14,851 | 2,470,908 | ||||||||||||||||||||||||||||||
Godsey |
2/10/15 | 2/9/15 | 144,375 | 288,750 | 577,500 | 1,306 | 5,223 | 10,446 | 4,331 | 720,584 | ||||||||||||||||||||||||||||||
Woodruff |
2/10/15 | 2/9/15 | 123,500 | 247,000 | 494,000 | 1,895 | 7,581 | 15,162 | 6,287 | 1,045,947 |
(1) | The Compensation Committee generally sets award amounts at a meeting that occurs the day prior to the grant date. |
(2) | Columns (c) (e) reflect the annual cash incentive payout values for each named executive officer for 2015 if the threshold, target or maximum goals had been satisfied. The actual payout is reflected in column (g) of the Summary Compensation Table. For a discussion of the criteria applied when determining amounts payable, see the description of Annual Incentive Compensation in Compensation Discussion and Analysis beginning on page 26 of this Proxy Statement. |
(3) | Payment of performance share awards will be based on the Companys total shareholder return (TSR) relative to companies in the S&P Supercomposite E&P Index as comprised on the first day of the applicable award period (the peer companies). Columns (f) (h) reflect the payment of performance share awards for each named executive officer if the threshold, target or maximum goals are met. The threshold goal will be met if the Companys TSR percentile ranking relative to the peer companies is at least 25th, the target goal will be met if the Companys TSR percentile ranking relative to the peer companies is 50th, and the maximum goal will be met if the Companys TSR percentile ranking relative to the peer companies is 90th or above at the end of the respective award period. |
(4) | These performance shares have a three-year award period ending December 31, 2017. |
(5) | These restricted stock units granted February 10, 2015 vest on February 10, 2018. |
(6) | Column (j) represents the grant date fair value of the stock awards, as reflected in column (e) of the Summary Compensation Table. |
40
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The following table sets forth information with respect to outstanding equity awards held by our named executive officers as of December 31, 2015. This table includes unexercised and unvested option awards and unvested restricted stock and performance share awards. Each equity grant is shown separately for each named executive officer. The vesting schedule for each grant is shown following this table. For additional information about the outstanding equity awards, see the description of long-term incentive compensation in Compensation Discussion and Analysis beginning on page 26.
Option Awards
|
Stock Awards
|
|||||||||||||||||||||||||||||||
Name | Grant Date |
Number of Securities (#) Exercisable |
Number
of (#) Unexercisable |
Equity (#) N/A |
Option ($) |
Option Expiration Date |
Number (#) |
Market Value of Shares or ($) |
Equity (#) |
Equity ($) |
||||||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | |||||||||||||||||||||||
McManus |
1/25/12 | 113,952 | 54.11 | 1/24/2022 | ||||||||||||||||||||||||||||
1/24/13 | 32,408 | 16,204(1) | 48.36 | 1/23/2023 | 16,722 | (3) | 685,435 | |||||||||||||||||||||||||
1/22/14 | 12,285 | 24,570(2) | 72.39 | 1/21/2024 | 14,235 | (4) | 583,493 | 43,368 | (6) | 1,777,654 | ||||||||||||||||||||||
2/10/15 | 33,054 | (5) | 1,354,883 | 79,734 | (7) | 3,268,297 | ||||||||||||||||||||||||||
Porter |
1/26/11 | 12,045 | 54.99 | 1/25/2021 | ||||||||||||||||||||||||||||
1/25/12 | 16,333 | 54.11 | 1/24/2022 | |||||||||||||||||||||||||||||
1/24/13 | 8,052 | 4,026(1) | 48.36 | 1/23/2023 | 4,155 | (3) | 170,313 | |||||||||||||||||||||||||
1/22/14 | 3,769 | 7,538(2) | 72.39 | 1/21/2024 | 4,367 | (4) | 179,003 | 13,306 | (6) | 545,413 | ||||||||||||||||||||||
2/10/15 | 13,482 | (5) | 552,627 | 32,520 | (7) | 1,332,995 | ||||||||||||||||||||||||||
Richardson |
1/23/08 | 21,275 | 60.56 | 1/22/2018 | ||||||||||||||||||||||||||||
1/26/11 | 31,317 | 54.99 | 1/25/2021 | |||||||||||||||||||||||||||||
1/25/12 | 38,095 | 54.11 | 1/24/2022 | |||||||||||||||||||||||||||||
1/24/13 | 9,964 | 4,982(1) | 48.36 | 1/23/2023 | 5,141 | (3) | 210,730 | |||||||||||||||||||||||||
1/22/14 | 4,520 | 9,040(2) | 72.39 | 1/21/2024 | 5,238 | (4) | 214,706 | 15,958 | (6) | 654,118 | ||||||||||||||||||||||
2/10/15 | 14,851 | (5) | 608,742 | 35,820 | (7) | 1,468,262 | ||||||||||||||||||||||||||
Godsey |
1/24/13 | 3,398 | 1,699(1) | 48.36 | 1/23/2023 | 1,753 | (3) | 71,855 | ||||||||||||||||||||||||
1/22/14 | 1,689 | 3,378(2) | 72.39 | 1/21/2024 | 1,958 | (4) | 80,258 | 5,964 | (6) | 244,464 | ||||||||||||||||||||||
2/10/15 | 4,331 | (5) | 177,528 | 10,446 | (7) | 428,182 | ||||||||||||||||||||||||||
Woodruff |
1/24/07 | 13,855 | 46.45 | 1/23/2017 | ||||||||||||||||||||||||||||
1/23/08 | 12,100 | 60.56 | 1/22/2018 | |||||||||||||||||||||||||||||
1/28/09 | 7,281 | 29.79 | 1/27/2019 | |||||||||||||||||||||||||||||
1/27/10 | 15,468 | 46.69 | 1/26/2020 | |||||||||||||||||||||||||||||
1/26/11 | 14,789 | 54.99 | 1/25/2021 | |||||||||||||||||||||||||||||
1/25/12 | 16,029 | 54.11 | 1/24/2022 | |||||||||||||||||||||||||||||
1/24/13 | 3,038 | 1,519(1) | 48.36 | 1/23/2023 | 1,567 | (3) | 64,231 | |||||||||||||||||||||||||
1/22/14 | 1,444 | 2,888(2) | 72.39 | 1/21/2024 | 1,673 | (4) | 68,576 | 5,098 | (6) | 208,967 | ||||||||||||||||||||||
2/10/15 | 6,287 | (5) | 257,704 | 15,162 | (7) | 621,490 |
41
Vesting Dates:
(1) | These options vest on January 24, 2016. |
(2) | These options vest in two equal installments on January 22, 2016 and 2017. |
(3) | This restricted stock vests January 24, 2016. |
(4) | These restricted stock units vest January 22, 2017. |
(5) | These restricted stock units vest February 10, 2018. |
(6) | These performance shares have a three-year award period that ends December 31, 2016. Payout amounts are calculated at maximum (200%) due to 2015 performance exceeding target performance measures. |
(7) | These performance shares have a three-year award period that ends December 31, 2017. Payout amounts are calculated at a maximum (200%) due to 2015 performance exceeding target performance measures. |
OPTION EXERCISES AND STOCK VESTED IN 2015
The following table provides information, for the named executive officers, on (1) stock option exercises during 2015, including the number of shares acquired upon exercise and the value realized and (2) the number of shares acquired upon the vesting of stock awards and the value realized, each before payment of any applicable withholding tax and broker commissions.
Option Awards | Stock Awards | |||||||
Name | Number of Shares Acquired on Exercise (#) |
Value on Exercise ($) |
Number of Shares Acquired on Vesting (#) |
Value on Vesting ($) | ||||
(a) | (b) | (c) | (d) | (e)(1) | ||||
McManus |
- | - | 58,302 | 1,665,688 | ||||
Porter |
- | - | 14,484 | 413,808 | ||||
Richardson |
- | - | 17,926 | 512,146 | ||||
Godsey |
- | - | 17,225 | 711,306 | ||||
Woodruff |
- | - | 5,464 | 156,106 |
(1) | Value is the amount determined as of the Compensation Committees approval of the vesting of the shares. The same value is utilized for tax purposes. |
42
Name
|
Plan Name
|
Payments During ($)
|
Remaining Value of ($)
| |||
(a) | (b) | (e) | (d) | |||
McManus |
Retirement Income Plan | 2,031,229 | - | |||
SERP |
2,803,076 | 6,604,513 | ||||
Porter |
Retirement Income Plan | 877,756 | - | |||
SERP |
683,434 | 1,841,328 | ||||
Richardson |
Retirement Income Plan | 1,755,066 | - | |||
SERP |
1,375,684 | 2,923,876 | ||||
Godsey |
Retirement Income Plan | 112,468 | - | |||
SERP |
N/A | N/A | ||||
Woodruff |
Retirement Income Plan | 2,263,022 | - | |||
SERP |
1,533,520 | 1,173,619 |
43
NONQUALIFIED DEFERRED COMPENSATION TABLE IN 2015
The table below provides information on the non-qualified deferred compensation of the named executive officers in 2015 pursuant to the Companys 1997 Deferred Compensation Plan. For a more detailed discussion of the 1997 Deferred Compensation Plan, refer to Compensation Discussion and Analysis beginning on page 26 of this Proxy Statement.
Name | Executive ($)(1) |
Registrant ($)(1) |
Aggregate ($)(2) |
Aggregate ($) |
Aggregate at Last FYE ($)(3) | |||||
(a) | (b) | (c) | (d) | (e) | (f) | |||||
McManus |
37,140 | 60,247 | 2,243 | 78,932 | 95,961 | |||||
Porter |
11,880 | 19,230 | (21,511) | - | 118,032 | |||||
Richardson |
14,700 | 23,780 | (62,680) | 57,305 | 151,091 | |||||
Godsey |
7,200 | 11,675 | (6,114) | - | 42,533 | |||||
Woodruff |
6,900 | 11,197 | (18,846) | - | 86,383 |
(1) | Amounts reported in columns (b) and (c) are reported in the Summary Compensation Table. |
(2) | None of the amounts reported in column (d) are reported in the Summary Compensation Table because Energen does not pay above-market or preferential earnings on deferred compensation. |
(3) | Amounts reported in column (f) for each named executive officer include amounts previously reported in the Summary Compensation Table in previous years when earned if that officers compensation was required to be disclosed in a prior year. Amounts previously reported in such years include previously earned, but deferred, salary, Annual Incentive Compensation, stock awards and Energens contributions on behalf of such officer. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
44
McManus $ |
Porter $ |
Richardson $ |
Godsey $ |
Woodruff $ | ||||||
Cash Severance |
5,017,734 | 2,303,652 | 2,729,601 | 1,259,778 | 1,731,426 | |||||
Health & Welfare Benefit (1) |
34,450 | 33,141 | 27,404 | 26,834 | 26,811 | |||||
Excise Tax reimbursement (2) |
- | - | - | N/A | - |
(1) | Represents the incremental value of two years continuation of medical, life and disability insurance benefits. |
(2) | Tax gross-up reflects the additional compensation provided to cover excise taxes incurred when the executives parachute payment exceeds 2.99 times the Code Section 280G base amount. Base amount is defined as the executives five-year average W-2 earnings. |
45
The Stock Incentive Plan also provides that in the event of a termination of employment, other than a qualified termination or a change in control termination, all unvested options expire and all unvested restricted stock and outstanding restricted stock units and performance shares are forfeited. In the event of a qualified termination, unvested options, unvested restricted stock and restricted stock units with a grant date at least ten months prior to the date of termination vest and outstanding performance shares remain eligible for payout subject to the applicable award period and performance conditions. Under the Stock Incentive Plan the term qualified termination means:
(1) | a termination expressly agreed in writing by the executive and the Company to constitute a qualified termination; |
(2) | death or disability; or |
(3) | retirement. |
In the event of a change in control termination, unvested options, unvested restricted stock and restricted stock units vest and outstanding performance shares pay out at target performance within thirty days of termination. The Board of Directors defined change in control termination to mean:
(1) | an involuntary termination other than for cause after the occurrence of a change in control; or |
(2) | a voluntary termination for good reason entitling the employee to severance compensation under a written change in control severance agreement. |
The following table contains a schedule of unvested options, restricted stock and restricted stock units that would vest upon a qualified termination or a change in control termination, valued as of December 31, 2015:
Name |
Shares (#) |
Value of ($) |
Restricted (#) |
Value of ($) |
Restricted Stock Units (#) |
Value of Restricted Stock Units ($) | ||||||
McManus |
40,774 | - | 16,722 | 685,435 | 47,289 | 1,938,376 | ||||||
Porter |
11,564 | - | 4,155 | 170,313 | 17,849 | 731,631 | ||||||
Richardson |
14,022 | - | 5,141 | 210,730 | 20,089 | 823,448 | ||||||
Godsey |
5,077 | - | 1,753 | 71,855 | 6,289 | 257,786 | ||||||
Woodruff |
4,407 | - | 1,567 | 64,231 | 7,960 | 326,280 |
The following table contains a schedule of unvested performance shares that would vest upon a change in control termination, valued as of December 31, 2015:
Name | Performance Shares(#) |
Value of Performance Shares($) | ||
McManus |
61,551 | 2,522,975 | ||
Porter |
22,913 | 939,204 | ||
Richardson |
25,889 | 1,061,190 | ||
Godsey |
8,205 | 336,323 | ||
Woodruff |
10,130 | 415,229 |
Our Annual Incentive Compensation Plan provides that upon a change in control and termination of a participants employment, the participant will receive a pro rata incentive based on target performance
46
and the number of days of employment during the Plan year. The Annual Incentive Compensation Plan also provides that in the event a participant terminates employment due to retirement, death or disability during a performance period, the participant shall receive an incentive equal to the amount the participant would have received as an incentive if the participant had remained an employee through the end of the performance period multiplied by a fraction which reduces the award in proportion to the amount of time remaining in the performance period. If a participants employment is terminated for any other reason during a performance period, the participant shall receive no incentive payment for such performance period unless the Compensation Committee, in its discretion, determines to pay such participant (other than a participant terminated for cause) up to a pro rata incentive payment. Assuming a December 31, 2015 triggering event, there would be no pro rata target performance pay out, since the performance period would have concluded and the amounts owed to the participants could be determined in accordance with the terms of the Annual Incentive Compensation Plan.
APPROVAL OF THE AMENDMENT AND RESTATEMENT OF, AND PERFORMANCE GOALS UNDER, THE COMPANYS STOCK INCENTIVE PLAN
47
48
SUMMARY OF THE STOCK INCENTIVE PLAN
TYPES OF AWARDS AND PERFORMANCE MEASURES
49
50
51
52
WITHHOLDING FOR PAYMENT OF TAXES
53
CHANGES IN CAPITALIZATION AND SIMILAR CHANGES
54
PARTICIPATION IN THE STOCK INCENTIVE PLAN
NEW PLAN BENEFITS
Name of Individual and Position | Dollar Value($)(1) |
Number
of Awards |
Number of Securities Underlying Restricted Stock Awards |
Number of Securities Underlying Options Granted |
Option Exercise Price ($ per share) |
|||||||||||||||
McManus, II, James T. Chairman and Chief Executive Officer |
$ | 2,644,138 | 49,764 | 56,500 | 0 | NA | ||||||||||||||
Porter, Jr., Charles W. Vice President, Chief Financial Officer and Treasurer |
$ | 1,078,492 | 20,298 | 23,045 | 0 | NA | ||||||||||||||
Richardson, John S. President and Chief Operating Officer of Energen Resources Corporation |
$ | 1,188,000 | 22,359 | 25,385 | 0 | NA | ||||||||||||||
Godsey, David Senior Vice President Exploration and Geology of Energen Resources Corporation |
$ | 346,515 | 6,522 | 7,404 | 0 | NA | ||||||||||||||
Woodruff, J. David Vice President, General Counsel and Secretary |
$ | 502,931 | 9,465 | 10,747 | 0 | NA | ||||||||||||||
All current executive officers as a group (6 persons) | $ | 5,844,553 | 109,998 | 124,886 | 0 | NA | ||||||||||||||
All other employees as a group |
$ | 1,391,955 | 26,193 | 29,747 | 0 | NA |
(1) | The amounts listed in this column reflect grant date fair value. |
55
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE PROPOSAL TO AMEND AND RESTATE THE STOCK INCENTIVE PLAN AND TO APPROVE THE REVISED PERFORMANCE GOALS UNDER THE STOCK INCENTIVE PLAN FOR PURPOSES OF SECTION 162(m).
56
ADVISORY VOTE ON EXECUTIVE COMPENSATION (SAY-ON-PAY VOTE)
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE EXECUTIVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.
57
SHAREHOLDER PROPOSAL METHANE GAS EMISSIONS REPORT
We expect the following proposal to be presented by a shareholder at the Annual Meeting. Following SEC rules, other than minor formatting changes, we are reprinting the proposal and supporting statement as they were submitted to us. To ensure that readers can easily distinguish between the materials provided by the proponent and the materials we have provided, we have placed a box around material provided by the proponent.
The Board recommends you vote AGAINST the shareholder proposal for the reasons we give after the proposal.
PROPOSAL RESPECTING PREPARATION OF REPORT ON METHANE GAS EMISSIONS
This proposal was submitted by California State Teachers Retirement System, 100 Waterfront Place, MS-04, West Sacramento, California 95605-2807. California State Teachers Retirement System beneficially owned, as of November 16, 2015, 211,685 shares of Energen common stock. Portico Benefit Services, 800 Marquette Ave., Suite 1050, Minneapolis, Minnesota 55402-2892 was a co-filer of the proposal. Portico Benefit Services beneficially owned, as of November 18, 2015, 2,237 shares of Energen common stock. Friends Fiduciary Corporation, 1650 Arch Street, Suite 1904, Philadelphia, Pennsylvania 19103 was a co-filer of the proposal. Friends Fiduciary Corporation beneficially owned, as of November 18, 2015, 6,000 shares of Energen common stock. Finally, Miller/Howard Investments, Inc., 10 Dixon Avenue, Woodstock, NY 12498 also was a co-filer of the proposal on behalf of Lowell Miller. Mr. Miller beneficially owned, as of November 18, 2015, 185 shares of Energen common stock.
Shareholder Proposal
ENERGEN CORPORATION METHANE EMISSIONS RISK MANAGEMENT RESOLUTION
WHEREAS:
We believe that reporting on environmental risk management makes a company more responsive to its shareholders who are seeking information on how the company is navigating growing regulation, evolving legislation, and increasing public expectations around how corporate behavior impacts the environment.
Companies in the oil and gas industry face risk due to intended and unintended emissions of methane gas from their operations. According to the Environmental Protection Agency (EPA), the oil and gas sector in the United States is the largest industrial source of methane pollution and leaks more than 7 million metric tons of methane emissions each year, enough to meet the cooking and heating needs of over 5 million American homes.
Methane gas emissions are a significant contributor to climate change. According to the Environmental Defense Fund (EDF), methane is a climate pollutant 84 times more powerful than carbon dioxide over a 20 year period and is responsible for one quarter of the global warming we feel today.
Regulation surrounding methane emissions is growing. In 2014, Colorado became the first state in the United States to directly regulate methane emissions from oil and natural gas operations. In August 2015, the EPA proposed the first-ever direct regulation of methane pollution for new and modified sources in the oil and gas industry.
58
Increased disclosure surrounding methane emissions management could improve public trust in oil and gas companies. According to a December 2013 research report published by Research + Data Insights, if oil and gas companies were to provide greater visibility into efforts to cut down on emissions they have an opportunity to see a dramatic increase in public trust.
Methane emissions also represent the loss of a saleable product. A recent analysis by the Rhodium Group found that in 2012, about 3.5 trillion cubic feet of unburned natural gas, worth about $30 billion, was emitted globally from the oil and gas industry as a result of leaks and intentional releases.
Low cost solutions to address methane reductions exist. A 2014 report by the consulting firm ICF International found that a 40 percent reduction in methane emissions by 2018 would cost $108 million a year in operational expenditures, working out to roughly one penny per thousand cubic foot of gas produced on average in the United States.
Energen Corporation has not provided adequate disclosure, in public filings, on its website, or through a report, that discusses the Companys strategies to mitigate risk associated with the emission of methane gas from its operations.
RESOLVED
Shareholders request that the Board of Directors issue a report describing how the company is monitoring and managing the level of methane emissions from its operations. The requested report should include a company-wide review of the policies, practices, and metrics related to Energen Corporations methane emissions risk management strategy. The report should be prepared at reasonable cost, omitting proprietary information, and made available to shareholders by December 31, 2016.
THE COMPANYS BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE AGAINST THIS PROPOSAL
COMPANY STATEMENT IN OPPOSITION
Energen has worked for many years to reduce methane emissions. These efforts include voluntary implementation of emissions reduction activities and equipment as well as compliance with methane emission control, reduction and reporting regulations.
It is also important to note that over the past three years, Energen has dramatically reduced its methane footprint as a result of the sales of its natural gas utility (2014), the majority of its San Juan Basin New Mexico natural gas assets (2015), its North Louisiana/East Texas natural gas assets (2014), and its Alabama Black Warrior Basin coalbed methane assets (2013). Energen has recently announced plans to sell its remaining San Juan Basin New Mexico natural gas assets, which would further reduce our natural gas footprint. As a result of these asset divestments, Energens natural gas production has been reduced from 71 Bcf in 2013 to 36 Bcf in 2015 with an estimated production of 23 Bcf in 2016 (excluding the held for sale San Juan Basin New Mexico assets).
Since 2003, the Company has participated in the United States Environmental Protection Agency (EPA) Natural Gas STAR Program. Gas STAR is a voluntary partnership that encourages oil and natural gas companies to employ technologies and practices to improve operational efficiency and reduce methane emissions. Since joining, the Company has achieved Gas STAR estimated cumulative methane emission reductions of more than 6.6 billion cubic feet through the end of 2014. These reductions do not reflect reductions that the Company has reported since 2014. This number
59
represents voluntary reductions, some of which were over and above regulatory-driven reductions prior to promulgation of Subpart OOOO. These voluntary reductions were achieved through:
| Installation of electric motors on pumping units and compressors previously fueled by natural gas |
| Installation of vapor recovery units (VRUs) at production tank batteries |
| Installation of pumping units on gas wells with plunger lift to reduce venting while removing fluids from gas well bores |
| Capture of casing head gas by VRU or compressor |
| Reduction of blanket gas on tank battery facility |
| Flaring instead of venting where gas could not be captured into a pipeline system |
In addition to the initiatives reported under the Gas STAR Program, the Company has taken, and continues to take, other actions to reduce methane emissions, including:
| Installation of low-bleed or no-bleed pneumatic devices and installation of no-bleed level controllers where electricity is available |
| Implementation of reduced emission (green) completions |
| Optimization of plunger lift installations |
| Use of solar powered chemical pumps |
| Pipeline/Flowline leak monitoring |
| Installation of vapor combustors and flares on tank batteries |
| Instituting a thief hatch/Enardo valve inspection program |
| Use of electronic and external tank gauging |
Energen expects to achieve further reductions through these and other initiatives and through implementation of regulatory-mandated procedures and equipment modifications under the EPAs New Source Performance Standards (NSPS) Subpart OOOO (Quad O) regulations and National Emissions Standards for Hazardous Air Pollutants (NESHAPS) Subpart HH regulations. Additionally, Energen will continue to participate in voluntary efforts through the EPAs Natural Gas Star Partnership.
Annual emission reports are made to the EPA pursuant to EPAs Mandatory Greenhouse Gas Reporting regulations found in 40 CFR Subpart W. The Company reports greenhouse gas emissions (GHGs), expressed in C02 equivalents via EPAs online electronic greenhouse gas reporting tool (e-GGRT), and reported data is publically available on the EPAs website.
During the past year we have updated and expanded the discussion and information available in the Corporate Social Responsibility section of our website, www.energen.com, including the discussion of our methane emission reduction initiatives in the Air subsection. During 2015 we also participated for the first time in the CDP survey.
The Company believes that a report of the type requested by the proposal would be of limited usefulness to shareholders and management and duplicative of past and ongoing Company and regulatory activities and disclosures. Given the limited value of such a report, it is the judgment of the Board of Directors that its preparation would be an inefficient use of corporate resources and an unnecessary expense.
ACCORDINGLY, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE AGAINST THIS SHAREHOLDER PROPOSAL.
60
SHAREHOLDER PROPOSALS FOR 2017 ANNUAL MEETING
In order to be considered for inclusion in our Proxy Statement and form of proxy, proposals of shareholders intended to be presented at the 2017 Annual Meeting must be received at the Companys principal executive offices no later than November 22, 2016. If a shareholder desires to bring other business before the 2017 Annual Meeting without including such proposal in the Companys Proxy Statement, the shareholder must notify the Company in writing no earlier than January 3, 2017 and no later than February 2, 2017. Shareholders who wish to nominate individuals to serve on the Board of Directors must follow the requirements set forth in Section 1.11 of the Companys Bylaws. In order to be eligible to nominate a person for election to our Board of Directors a shareholder must (i) comply with the notice procedures set forth in the Bylaws and (ii) be a shareholder of record on the date of giving such notice as well as on the meeting date. To be timely, any shareholder who wishes to make a nomination to be considered at the 2017 Annual Meeting must deliver the notice specified by our Bylaws between January 3, 2017 and February 2, 2017. The Bylaws contain a number of substantive and procedural requirements that should be reviewed by any interested shareholder. Shareholder proposals and director nominations should be directed to J. David Woodruff, Secretary, Energen Corporation, 605 Richard Arrington Jr. Blvd. North, Birmingham, Alabama 35203-2707.
ENERGEN CORPORATION
Chairman of the Board
Birmingham, Alabama
March 22, 2016
61
Appendix A
The following peer group is referred to on page 29 of the Proxy Statement.
A-1
Appendix B
Reconciliation of Non-GAAP Financial Measures
Non-GAAP Financial Measures Earnings before interest, taxes, depreciation, depletion, amortization and exploration expenses (EBITDAX) is a Non-GAAP financial measure (GAAP refers to generally accepted accounting principles). Adjusted EBITDAX from continuing operations further excludes income associated with the San Juan divestment (completed in the first quarter of 2015), impairment losses, certain non-cash mark-to-market derivative financial instruments, income and losses from discontinued operations and gains and losses on disposal of discontinued operations. Energen believes these measures allow analysts and investors to understand the financial performance of the company from core business operations, without including the effects of capital structure, tax rates and depreciation. Further, this measure is useful in comparing the company and other oil and gas producing companies.
|
Reconciliation To GAAP Information ($ in millions) |
Year-to-Date Ended 12/31 |
|||
2015 | ||||
Energen Net Income (Loss) (GAAP) |
(945.7 | ) | ||
(Income) Loss associated w/ San Juan Basin divestment, net of tax |
(22.1 | ) | ||
|
|
|||
Adjusted Net Income from Continuing Operations (Non-GAAP) |
(967.8 | ) | ||
|
|
|||
Interest expense |
43.1 | |||
Income tax expense (benefit)* |
(548.1 | ) | ||
Depreciation, depletion and amortization* |
585.7 | |||
Accretion expense* |
6.7 | |||
Exploration expense |
7.8 | |||
Dry hole expense |
7.1 | |||
Adjustment for asset impairment |
1,292.3 | |||
Adjustment for mark-to-market (gains) losses* |
281.8 | |||
|
|
|||
Energen Adjusted EBITDAX from Continuing Operations (Non-GAAP) |
708.5 | |||
|
|
Note: Amounts may not sum due to rounding
* Amount adjusted to exclude San Juan Basin divestment. See reconciliation to GAAP Information for the Year-to-Date Ended 12/31/2015.
B-1
Non-GAAP Financial Measures
The consolidated statement of income excluding certain divestments is a Non-GAAP financial measure (GAAP refers to generally accepted accounting principles). Energen believes excluding information associated with the divestment of assets held in the San Juan Basin (completed in the first quarter of 2015) provides analysts and investors useful information to understand the financial performance of the company from ongoing business operations. Further, this information is useful in comparing the company and other oil and gas producing companies operating primarily in the Permian Basin.
Energen Net Income (Loss) Excluding San Juan Divestment Reconciliation to GAAP Information |
Year-to-Date Ended December 31, 2015 |
|||||||||||
(in thousands except per share and production data) |
GAAP | San Juan Basin |
Non-GAAP | |||||||||
Revenues |
||||||||||||
Oil, natural gas liquids and natural gas sales |
$ | 763,261 | $ | 24,246 | $ | 739,015 | ||||||
Gain (loss) on derivative instruments |
115,293 | $ | 8,369 | 106,924 | ||||||||
|
|
|
|
|
|
|||||||
Total Revenues |
878,554 | 32,615 | 845,939 | |||||||||
|
|
|
|
|
|
|||||||
Operating Costs and Expenses |
||||||||||||
Oil, natural gas liquids & natural gas production |
228,380 | 14,526 | 213,854 | |||||||||
Production and ad valorem taxes |
57,380 | 1,908 | 55,472 | |||||||||
O&G Depreciation, depletion and amortization |
587,882 | 8,068 | 579,814 | |||||||||
FF&E Depreciation, depletion and amortization |
5,907 | - | 5,907 | |||||||||
Asset impairment |
1,292,308 | - | 1,292,308 | |||||||||
Exploration |
14,878 | - | 14,878 | |||||||||
General and administrative |
149,132 | (560 | ) | 149,692 | ||||||||
Accretion of discount on asset retirement obligations |
7,108 | 433 | 6,675 | |||||||||
(Gain) loss on sale of assets and other |
(26,570 | ) | (26,969 | ) | 399 | |||||||
|
|
|
|
|
|
|||||||
Total costs and expenses |
2,316,405 | (2,594 | ) | 2,318,999 | ||||||||
|
|
|
|
|
|
|||||||
Operating Income (Loss) |
(1,437,851 | ) | 35,209 | (1,473,060 | ) | |||||||
|
|
|
|
|
|
|||||||
Other Income/(Expense) |
||||||||||||
Interest expense |
(43,108 | ) | - | (43,108 | ) | |||||||
Other income |
223 | - | 223 | |||||||||
|
|
|
|
|
|
|||||||
Total other expense |
(42,885 | ) | - | (42,885 | ) | |||||||
|
|
|
|
|
|
|||||||
Income (Loss) from Continuing Operations Before Income Taxes |
(1,480,736 | ) | 35,209 | (1,515,945 | ) | |||||||
Income tax expense (benefit) |
(535,005 | ) | 13,133 | (548,138 | ) | |||||||
|
|
|
|
|
|
|||||||
Income (Loss) From Continuing Operations |
(945,731 | ) | 22,076 | (967,807 | ) | |||||||
|
|
|
|
|
|
|||||||
Discontinued Operations, net of tax |
||||||||||||
Income (loss) from discontinued operations |
- | - | - | |||||||||
Gain on Disposal of discontinued ops |
- | - | - | |||||||||
|
|
|
|
|
|
|||||||
Income from discontinued ops |
- | - | - | |||||||||
|
|
|
|
|
|
|||||||
Net Income (Loss) |
$ | (945,731 | ) | $ | 22,076 | $ | (967,807 | ) | ||||
|
|
|
|
|
|
|||||||
Diluted Earnings Per Average Common Share |
||||||||||||
Continuing Operations |
$ | (12.43 | ) | $ | (0.29 | ) | $ | (12.72 | ) | |||
Discontinued Operations |
$ | - | $ | - | $ | - | ||||||
|
|
|
|
|
|
|||||||
Net Income (Loss) |
$ | (12.43 | ) | $ | (0.29 | ) | $ | (12.72 | ) | |||
|
|
|
|
|
|
|||||||
Basic earning Per Average Common Share |
||||||||||||
Continuing Operations |
$ | (12.43 | ) | $ | (0.29 | ) | $ | (12.72 | ) | |||
Discontinued Operations |
$ | - | $ | - | $ | - | ||||||
|
|
|
|
|
|
|||||||
Net Income (Loss) |
$ | (12.43 | ) | $ | (0.29 | ) | $ | (12.72 | ) | |||
|
|
|
|
|
|
|||||||
Oil |
14,023 | 1 | 14,022 | |||||||||
NGL |
4,065 | 139 | 3,926 | |||||||||
Natural Gas |
5,934 | 1,347 | 4,587 | |||||||||
|
|
|
|
|
|
|||||||
Total Production (mboe) |
24,022 | 1,487 | 22,535 | |||||||||
|
|
|
|
|
|
|||||||
Total Production (boepd) |
65,814 | 4,074 | 61,740 | |||||||||
|
|
|
|
|
|
Note: Amounts may not sum due to rounding
B-2
Non-GAAP Financial Measures
The consolidated statement of income excluding certain divestments is a Non-GAAP financial measure (GAAP refers to generally accepted accounting principles). Energen believes excluding information associated with the divestment of assets held in the San Juan Basin (completed in the first quarter of 2015) provides analysts and investors useful information to understand the financial performance of the company from ongoing business operations. Further, this information is useful in comparing the company and other oil and gas producing companies operating primarily in the Permian Basin.
Energen Net Income (Loss) Excluding San Juan Divestment Reconciliation to GAAP Information |
Year-to-Date Ended December 31, 2014 |
|||||||||||
(in thousands except per share and production data) |
GAAP | San Juan Basin |
Non-GAAP | |||||||||
Revenues |
||||||||||||
Oil, natural gas liquids and natural gas sales |
$ | 1,344,194 | $ | 169,997 | $ | 1,174,197 | ||||||
Gain (loss) on derivative instruments |
335,019 | $ | 22,354 | 312,665 | ||||||||
|
|
|
|
|
|
|||||||
Total Revenues |
1,679,213 | 192,351 | 1,486,862 | |||||||||
|
|
|
|
|
|
|||||||
Operating Costs and Expenses |
||||||||||||
Oil, natural gas liquids & natural gas production |
274,432 | 59,736 | 214,696 | |||||||||
Production and ad valorem taxes |
102,063 | 15,085 | 86,978 | |||||||||
O&G Depreciation, depletion and amortization |
543,738 | 55,786 | 487,952 | |||||||||
FF&E Depreciation, depletion and amortization |
4,826 | 246 | 4,580 | |||||||||
Asset impairment |
416,801 | - | 416,801 | |||||||||
Exploration |
28,090 | 4,244 | 23,846 | |||||||||
General and administrative |
122,052 | (2,294 | ) | 124,346 | ||||||||
Accretion of discount on asset retirement obligations |
7,608 | 1,561 | 6,047 | |||||||||
(Gain) loss on sale of assets and other |
2,642 | - | 2,642 | |||||||||
|
|
|
|
|
|
|||||||
Total costs and expenses |
1,502,252 | 134,364 | 1,367,888 | |||||||||
|
|
|
|
|
|
|||||||
Operating Income (Loss) |
176,961 | 57,987 | 118,974 | |||||||||
|
|
|
|
|
|
|||||||
Other Income/(Expense) |
||||||||||||
Interest expense |
(37,771 | ) | - | (37,771 | ) | |||||||
Other income |
1,181 | - | 1,181 | |||||||||
|
|
|
|
|
|
|||||||
Total other expense |
(36,590 | ) | - | (36,590 | ) | |||||||
|
|
|
|
|
|
|||||||
Income (Loss) from Continuing Operations Before Income Taxes |
140,371 | 57,987 | 82,384 | |||||||||
Income tax expense (benefit) |
40,728 | 20,609 | 20,119 | |||||||||
|
|
|
|
|
|
|||||||
Income (Loss) From Continuing Operations |
99,643 | 37,378 | 62,265 | |||||||||
|
|
|
|
|
|
|||||||
Discontinued Operations, net of tax |
||||||||||||
Income (loss) from discontinued operations |
29,292 | - | 29,292 | |||||||||
Gain on Disposal of discontinued ops |
439,097 | - | 439,097 | |||||||||
|
|
|
|
|
|
|||||||
Income from discontinued ops |
468,389 | - | 468,389 | |||||||||
|
|
|
|
|
|
|||||||
Net Income (Loss) |
$ | 568,032 | $ | 37,378 | $ | 530,654 | ||||||
|
|
|
|
|
|
|||||||
Diluted Earnings Per Average Common Share |
||||||||||||
Continuing Operations |
$ | 1.36 | $ | (0.51 | ) | $ | 0.85 | |||||
Discontinued Operations |
$ | 6.39 | $ | - | $ | 6.39 | ||||||
|
|
|
|
|
|
|||||||
Net Income (Loss) |
$ | 7.75 | $ | (0.51 | ) | $ | 7.24 | |||||
|
|
|
|
|
|
|||||||
Basic earning Per Average Common Share |
||||||||||||
Continuing Operations |
$ | 1.37 | $ | (0.52 | ) | $ | 0.85 | |||||
Discontinued Operations |
$ | 6.42 | $ | 0.01 | $ | 6.43 | ||||||
|
|
|
|
|
|
|||||||
Net Income (Loss) |
$ | 7.79 | $ | (0.51 | ) | $ | 7.28 | |||||
|
|
|
|
|
|
|||||||
Oil |
11,814 | 16 | 11,798 | |||||||||
NGL |
4,103 | 695 | 3,408 | |||||||||
Natural Gas |
9,767 | 5,876 | 3,891 | |||||||||
|
|
|
|
|
|
|||||||
Total Production (mboe) |
25,684 | 6,587 | 19,097 | |||||||||
|
|
|
|
|
|
|||||||
Total Production (boepd) |
70,367 | 18,047 | 52,321 | |||||||||
|
|
|
|
|
|
Note: Amounts may not sum due to rounding
B-3
Appendix C
Stock Incentive Plan
STOCK INCENTIVE PLAN
(As Amended and Restated Effective May 3, 2016)
The purpose of this Plan is to provide a means whereby Energen Corporation may, through the use of stock and stock related compensation, attract and retain persons of ability as employees and motivate such employees to exert their best efforts on behalf of Energen Corporation and its subsidiaries.
1. Definitions. As used in the Plan, the following terms have the meanings indicated:
(a) | Adjusted Option Expiration Date means: |
(1) | in the event of a Qualified Termination due to Retirement, the earlier of the Expiration Date or the fifth anniversary of the termination date; |
(2) | in the event of a Change in Control Termination or a Qualified Termination not due to Retirement, the earlier of the Expiration Date or the third anniversary of the termination date; |
(3) | in the event of a termination of employment for Cause, immediately upon termination; and |
(4) | in the event of a termination of employment not described in the foregoing clauses, the earlier of the Expiration Date or the ninetieth day following termination. |
(b) | Award means any grant under the Plan of Incentive Stock Options, Nonqualified Stock Options, Restricted Stock, Restricted Stock Units and/or Performance Shares. |
(c) | Award Agreement means any written or electronic agreement, contract or other instrument or document evidencing one or more Awards and which may, but need not be (as determined by the Committee) executed or acknowledged by the applicable Participant(s) as a condition to receiving an Award or the benefits under an Award (provided that Awards of Incentive Stock Options must be executed or acknowledged by the Participants), and which sets forth the terms and provisions applicable to Awards granted under the Plan to such Participant(s). |
(d) | Award Period means the 3-year period (Energen fiscal years) commencing with the first day of the fiscal year in which the applicable Performance Share Award is granted, except as otherwise provided in the applicable Award Agreement and subject to the other provisions of this Plan. |
(e) | Board means the Board of Directors of Energen. |
(f) | Cause means any of the following: |
(1) | The willful and continued failure by a Participant to substantially perform such Participants duties with Energen or a Subsidiary (other than any such failure resulting from such Participants incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Participant specifically identifying the manner in which such Participant has not substantially performed such Participants duties; |
(2) | The engaging by a Participant in willful, reckless or grossly negligent misconduct which is demonstrably injurious to Energen or a Subsidiary monetarily or otherwise; or |
C-1
(3) | The conviction of a Participant of a felony. |
(g) | Change in Control means the occurrence of any one or more of the following: |
(1) | The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a Person) of beneficial ownership (within the meaning of Rule 13(d)-3 promulgated under the Exchange Act) of 30% or more of either (i) the then outstanding shares of common stock of Energen (the Outstanding Common Stock) or (ii) the combined voting power of the then outstanding voting securities of Energen entitled to vote generally in the election of directors (the Outstanding Voting Securities); provided, however, that for purposes of this subsection (1) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by Energen or any corporation controlled by Energen shall not constitute a Change in Control; |
(2) | Individuals who, as of January 1, 2016, constitute the Board of Directors of Energen (the Incumbent Board) cease for any reason to constitute at least a majority of the Board of Directors of Energen (the Board of Directors); provided, however that any individual becoming a director subsequent to such date whose election, or nomination for election by Energens shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors; or |
(3) | Consummation of a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of the assets, of Energen (a Business Combination), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Common Stock and Outstanding Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns Energen or all or substantially all of Energens assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Common Stock and Outstanding Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of Energen or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at |
C-2
the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination. |
(h) | Change in Control Termination means termination of a Participants employment with Energen and all Subsidiaries under either of the following circumstances: |
(1) | an involuntary termination (other than for Cause) after the occurrence of a Change in Control; or |
(2) | a voluntary termination for good reason entitling the Participant to severance compensation under a written change in control severance compensation agreement between Energen and the Participant. |
(i) | Code means the Internal Revenue Code of 1986, as amended from time to time. |
(j) | Committee means the Compensation Committee of the Board or such other Committee of two or more directors as may be determined by the Board. Committee also means the Committees delegate(s) acting under the authority of Section 5. |
(k) | Energen means Energen Corporation and any successor corporation by merger or other reorganization. |
(l) | Employee means any employee of one or more of Energen and the Subsidiaries. |
(m) | Exchange Act means the Securities Exchange Act of 1934, as amended. |
(n) | Exercise Date means the date on which a notice of option exercise is delivered to Energen pursuant to Section 6.2(c) or a notice of option cancellation is delivered to Energen pursuant to Section 6.2(i). |
(o) | Expiration Date means the last day of the option period specified at the time of grant pursuant to Section 6.2(a). |
(p) | Fair Market Value means, with respect to a share of Stock, the closing price of the Stock on the New York Stock Exchange (or such other exchange or system on which the Stock then trades or is quoted) or, if there is no trading of the Stock on the relevant date, then the closing price on the most recent trading date preceding the relevant date. With respect to other consideration, the term Fair Market Value means fair market value as may be reasonably determined by the Committee; provided that any valuation subject to Code Section 409A shall be made in accordance with Code Section 409A and the regulations thereunder. |
(q) | Incentive Stock Options means options granted under the Plan to purchase Stock which at the time of grant qualify as incentive stock options within the meaning of Section 422 of the Code. |
(r) | Nonqualified Stock Options means options granted under the Plan to purchase Stock which are not Incentive Stock Options. |
(s) | Participant means an Employee to whom an Award is granted pursuant to the Plan, or if applicable, successors and assigns permitted under Section 11. |
(t) | Performance Measures has the meaning set forth in Section 9. |
(u) | Performance Share means the value equivalent of one share of Stock. |
(v) | Plan means this Energen Corporation Stock Incentive Plan, as amended from time to time. |
(w) | Qualified Termination means termination of a Participants employment with Energen and all Subsidiaries under any one of the following circumstances: |
(1) | A result of Participants Retirement. |
(2) | A result of the Participants death or disability. |
C-3
(3) | Expressly agreed in writing by Energen and/or a Subsidiary to constitute a Qualified Termination for purposes of this Plan. |
(x) | Restricted Award means an Award of Restricted Stock or Restricted Stock Units. |
(y) | Restricted Stock means Stock granted to a Participant under Section 7 with respect to which the applicable Restrictions have not lapsed or been removed. |
(z) | Restricted Stock Unit means the right to receive one share of Stock upon the lapse or removal of the applicable Restrictions. |
(aa) | Restrictions means the prohibitions set forth in Section 7.2(a) against the sale, assignment, transfer, pledge, hypothecation and other encumbering or disposal of Restricted Stock and against the payment of Restricted Stock Units. |
(bb) | Retirement shall mean termination of employment by a Participant (other than for Cause) who is at least 55 years old and has at least 10 years of service with the Energen and its subsidiaries. |
(cc) | Stock means the common stock, par value $.01 per share, of Energen as such stock may be reclassified, converted or exchanged by reorganization, merger or otherwise. |
(dd) | Subsidiary means any corporation, the majority of the outstanding voting stock of which is owned, directly or indirectly by Energen Corporation. |
(ee) | Ten Percent Shareholder means an individual who, at the time of grant, owns stock possessing more than ten (10) percent of the total combined voting power of all classes of stock of Energen. |
2. Share Limitations.
2.1 Shares Subject to the Plan. Subject to adjustment in accordance with Section 3, as of March 3, 2016, 1,882,581 shares of Stock were reserved and available for issuance under the Plan for future Awards (reflecting the original 650,000-share authorization, the 1998 stock split adjustment, an additional 1,500,000 shares authorized at the January 2002 shareholder meeting, the 2005 stock split adjustment and 3,000,000 shares authorized at the April 2011 shareholder meeting, reduced by prior Awards). Shares of Stock allocable to an Award or portion of an Award that is canceled by forfeiture, expiration or for any other reason (excepting pursuant to a stock appreciation right election under Section 6.2(i)) shall again be available for additional Awards. If any option granted under the Plan shall be canceled as to any shares of Stock pursuant to Section 6.2(i) (stock appreciation rights), then such shares of Stock shall not be available for the grant of another Award. Shares of Stock not issued as the result of the net exercise of a stock appreciation right, shares tendered by the Participant or retained by Energen as full or partial payment to Energen for the purchase of an Award or to satisfy tax withholding obligations in connection with an Award, or shares repurchased on the open market with the proceeds from the payment of an exercise price of an option shall not again be available for issuance under the Plan.
2.2 Limitations. Subject to adjustment in accordance with Section 3, (i) the maximum aggregate number of shares of Stock represented by all Awards granted to any one Participant during any one Energen fiscal year shall not exceed 400,000 calculated assuming maximum payout of the Awards and with each Restricted Stock Unit and Performance Share representing one share of Stock; (ii) consistent with clause (i), the maximum number of shares of Stock represented by Awards of Stock Options granted to any one Participant during any one Energen fiscal year shall not exceed 400,000; and (iii) the maximum number of shares of stock represented by Incentive Stock Options granted after March 3, 2016, shall not exceed 1,882,581. A Participant may be granted more than one Award during any Energen fiscal year.
C-4
3. Adjustments in Event of Change in Common Stock. In the event of any change in the Stock by reason of any stock dividend, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares, or rights offering to purchase Stock at a price substantially below fair market value, or of any similar change affecting the Stock, the number and kind of shares which thereafter may be available for issuance under the Plan and the terms of outstanding Awards shall be appropriately adjusted consistent with such change in such manner as the Committee may deem equitable to prevent dilution or enlargement of the rights granted to, or available for, Participants in the Plan. If the adjustment would result in fractional shares with respect to an Award, then the Committee may make such further adjustment (including, without limitation, the use of consideration other than Stock or rounding to the nearest whole number of shares) as the Committee shall deem appropriate to avoid the issuance of fractional shares.
4. Administration of the Plan. The Plan shall be administered by the Committee. No member of the Committee shall be eligible to participate in the Plan while serving as a member of the Committee. Subject to the provisions of the Plan including, but not limited to, Section 5 hereof, the Committee shall have the exclusive authority to select the Employees who are to be Participants in the Plan, to determine the Award to be made to each Participant, and to determine the conditions subject to which Awards will become payable under the Plan. The Committee shall have full power to administer and interpret the Plan and to adopt such rules and regulations consistent with the terms of the Plan as the Committee deems necessary or advisable in order to carry out the provisions of the Plan. The Committees interpretation and construction of the Plan and of any conditions applicable to Awards shall be conclusive and binding on all persons, including Energen and all Participants. Any action which can be taken, or authority which can be exercised, by the Committee with respect to the Plan, may also be taken or authorized by the Board.
5. Participation. Participants in the Plan shall be selected by the Committee from those Employees who, in the judgment of the Committee, have significantly contributed or can be expected to significantly contribute to Energens success; provided, however, that the Committee may delegate to one or more officers of Energen and/or its Subsidiaries the authority to select and make Awards to Participants (who shall not include covered employees within the meaning of Code Section 162(m)(3), officers or directors of Energen or its Subsidiaries), provided that such delegation must be made pursuant to a resolution of the Committee specifying the maximum aggregate number of shares of Common Stock that may be subject to Awards by such officer(s).
6. Options
6.1 Grant of Options. Subject to the provisions of the Plan, the Committee may (a) determine and designate from time to time those Participants to whom options are to be granted and the number of shares of Stock to be optioned to each employee; (b) authorize the granting of Incentive Stock Options, Nonqualified Stock Options, or combination of Incentive Stock Options and Nonqualified Stock Options; (c) determine the number of shares subject to each option; (d) determine the time or times when each Option shall become exercisable and the duration of the exercise period; and (e) determine whether and, if applicable, the manner in which each option shall contain stock appreciation rights; provided, however, that (i) no Incentive Stock Option shall be granted after the expiration of ten years from the ISO Effective Date as defined in Section 15 and (ii) the aggregate Fair Market Value (determined as of the date the option is granted) of the Stock with respect to which Incentive Stock Options are exercisable for the first time by any employee during any calendar year (under all plans of Energen and its Subsidiaries) shall not exceed $100,000.
C-5
6.2 Terms and Conditions of Options. Each option granted under the Plan shall be evidenced by an Award Agreement. Such agreement shall be subject to the following express terms and conditions and to such other terms and conditions as the Committee may deem appropriate:
(a) | Option Period. Each option agreement shall specify the period for which the option thereunder is granted and shall provide that the option shall expire at the end of such period. The Committee may extend such period provided that, in the case of an Incentive Stock Option, such extensions shall not in any way disqualify the option as an Incentive Stock Option. In no case shall such period for an Incentive Stock Option, including any such extensions, exceed ten years from the date of grant, provided, however that, in the case of an Incentive Stock Option granted to a Ten Percent Shareholder, such period, including extensions, shall not exceed five years from the date of grant. |
(b) | Option Price, No Repricing. The option price per share shall be determined by the Committee at the time any option is granted, and shall be not less than (i) the Fair Market Value, or (ii) in the case of an Incentive Stock Option granted to a Ten Percent Shareholder, 110 percent of the Fair Market Value, (but in no event less than the par value) of one share of Stock on the date the option is granted, as determined by the Committee. Except as otherwise permitted by Section 3, the terms of outstanding Awards may not be amended to reduce the exercise price of outstanding options or stock appreciation rights or cancel outstanding options or stock appreciation rights in exchange for cash, other awards or options with an exercise price that is less than the exercise price of the original options or stock appreciation rights without shareholder approval. |
(c) | Exercise of Option. No part of any option may be exercised until the optionee shall have remained in the employ of Energen or of a Subsidiary for such period, if any, as the Committee may specify in the option agreement, and the option agreement may provide for exercisability in installments. The Committee shall have full authority to accelerate for any reason it deems appropriate the vesting schedule of all or any part of any option issued under the Plan. Each option shall be exercisable in whole or part on such date or dates and during such period and for such number of shares as shall be set forth in the applicable option agreement. An optionee electing to exercise an option shall give written notice to Energen of such election and of the number of shares the optionee has elected to purchase and shall at the time of exercise tender the full purchase price of the shares the optionee has elected to purchase plus any required withholding taxes in accordance with Sections 6.2(d) and 10. |
(d) | Payment of Purchase Price upon Exercise. The purchase price of the shares as to which an option shall be exercised shall be paid to Energen at the time of exercise (i) in cash, (ii) in Stock already owned by the optionee having a total Fair Market Value equal to the purchase price and not subject to any lien, encumbrance or restriction on transfer other than pursuant to federal or state securities laws, (iii) by election to have Energen withhold (from the Stock to be delivered to the optionee upon such exercise) shares of Stock having a Fair Market Value equal to the purchase price or (iv) by any combination of such consideration having a total Fair Market Value equal to the purchase price; provided that the use of consideration described in clauses (ii), (iii) and (iv) shall be subject to approval by the Committee. In addition the Committee in its discretion may accept such other consideration or combination of consideration as the Committee shall deem to be appropriate and to have a total Fair Market Value equal to the purchase price. In each case, Fair Market Value shall be determined as of the Exercise Date. |
C-6
(e) | Exercise in the Event of Termination of Employment. |
(1) | Cause. If an optionees employment by Energen and all Subsidiaries shall terminate for Cause, then all options held by the terminated Employee shall immediately expire. |
(2) | Qualified Termination. In the event of a Qualified Termination, then all options held by the optionee with a grant date at least ten months prior to the date of termination shall be immediately and fully vested and options with a grant date less than ten months prior to the date of termination shall immediately expire. |
(3) | Change in Control Termination. In the event of a Change in Control Termination, all options held by the optionee which were granted prior to the Change in Control shall be immediately and fully vested. |
(4) | Other Termination. In the event that an optionees employment by Energen and all Subsidiaries terminates for reason other than Cause, Qualified Termination or Change in Control Termination, then all of the optionees unvested options shall immediately expire. |
(5) | Adjusted Option Expiration Date. Following a termination of employment any vested options held by the terminated employee will expire on the applicable Adjusted Option Expiration Date. |
(6) | Committee Authority. The foregoing provisions of this Section 6.2(e) notwithstanding, the Committee shall have full authority to accelerate the vesting schedule of all or any part of any option issued under the Plan and held by an employee who plans to terminate his or her employment, such that a terminated employee, his heirs or personal representatives may exercise (at such time or times on or prior to the applicable Expiration Dates as may be specified by the Committee) any part or all of any unvested option under the Plan held by such employee at the date of his or her termination of employment. Furthermore, the Committee may at the time of grant provide for different or supplemental terms and conditions with respect to termination of employment and any such terms and conditions expressly provided in the written option agreement shall be controlling with respect to that option. |
(7) | Options Granted Prior to January 31, 2012. The other provisions of this Section 6.2(e) notwithstanding, the provisions of Section 6.2(e) of the Energen Corporation Stock Incentive Plan as Amended effective April 27, 2011, continue to control the manner in which options granted prior to January 31, 2012, will be treated upon a termination of employment. |
(f) | Nontransferability. Except as may otherwise be provided in this Section 6.2(f), no option granted under the Plan shall be transferable other than by will or by the laws of descent and distribution and, during the lifetime of the optionee, an option shall be exercisable only by the optionee. The foregoing notwithstanding, the optionee may transfer Nonqualified Stock Options to (i) the optionees spouse or natural, adopted or step-children or grandchildren (including the optionee, Immediate Family Members), (ii) a trust for the benefit of one or more of the Immediate Family Members, (iii) a family charitable trust established by one or more of the Immediate Family Members, or (iv) a partnership in which the only partners are (and, except as may be otherwise agreed by the Committee, will remain during the option period) one or more of the Immediate Family Members. Any options so transferred shall not be further transferable except in accordance with the terms of this Plan, shall remain subject to all terms and conditions of the Plan and the applicable option agreement, and may be exercised by the |
C-7
transferee only to the extent that the optionee would have been entitled to exercise the option had the option not been transferred. |
(g) | Investment Representation. To the extent reasonably necessary to assure compliance with all applicable securities laws, upon demand by Energen for such a representation, the optionee shall deliver to Energen at the time of any exercise of an option or portion thereof or settlement of stock appreciation rights a written representation that the shares to be acquired upon such exercise are to be acquired for investment and not for resale or with a view to the distribution thereof. Upon such demand, delivery of such representation prior to the delivery of any shares issued upon exercise of an option and prior to the expiration of the option period shall be a condition precedent to the right of the optionee or such other person to purchase any shares. |
(h) | Incentive Stock Options. Each option agreement which provides for the grant of an Incentive Stock Option to a participant shall contain such terms and provisions as the Committee may determine to be necessary or desirable in order to qualify such option as an incentive stock option within the meaning of Section 422 of the Code, or any amendment thereof or substitute therefor. As provided in Section 6.1, no Incentive Stock Option shall be granted after the expiration of ten years from the ISO Effective Date as defined in Section 15. Energen, in its discretion, may retain possession of any certificates for Stock delivered in connection with the exercise of an Incentive Stock Option or appropriately legend such certificates during the period that a disposition of such Stock would disqualify the exercised option from treatment as an incentive stock option under Section 422 of the Code (a 422 Option). Subject to the other provisions of the Plan, Energen shall cooperate with the optionee should the optionee desire to make a disqualifying disposition. Any Incentive Stock Option which is disqualified from treatment as a 422 Option, for whatever reason, shall automatically become a Nonqualified Stock Option. No party has any obligation or responsibility to maintain an Incentive Stock Options status as a 422 Option. The optionee shall, however, immediately notify Energen of any disposition of Stock which would cause an Incentive Stock Option to be disqualified as a 422 Option. |
(i) | Stock Appreciation Right. Each option agreement may provide that the optionee may from time to time elect, by written notice to Energen, to cancel all or any portion of the option then subject to exercise, in which event Energens obligation in respect of such option shall be discharged by payment to the optionee of an amount in cash equal to the excess, if any, of the Fair Market Value as of the Exercise Date of the shares subject to the option or the portion thereof so canceled over the aggregate purchase price for such shares as set forth in the option agreement or, if mutually agreed by the Committee and the optionee, (i) the issuance or transfer to the optionee of shares of Stock with a Fair Market Value as of the Exercise Date equal to any such excess, or (ii) a combination of cash and shares of Stock with a combined value as of the Exercise Date equal to any such excess. |
(j) | No Rights as Shareholder. No optionee shall have any rights as a shareholder with respect to any shares subject to the optionees option prior to the date of issuance to the optionee of a certificate or certificates for such shares. |
(k) | Issuance of Shares. Subject to Section 6.2(h), as soon as reasonably practicable after receipt of an exercise notice and full payment, Energen shall issue to the optionee the appropriate number of shares of Stock. |
7. Restricted Stock and Restricted Stock Units (Restricted Awards)
7.1 Grant of Restricted Awards. The Committee may make grants of Restricted Stock and/or Restricted Stock Units to Participants. Each Restricted Award shall be evidenced by an Award
C-8
Agreement setting forth the number of shares of Restricted Stock or number of Restricted Stock Units granted and the terms and conditions to which the Restricted Award is subject. Restricted Awards may be granted by the Committee in its discretion with or without cash consideration.
7.2 Terms and Conditions of Restricted Stock.
(a) | Restrictions. |
(1) | Restricted Stock. No shares of Restricted Stock may be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered or disposed of until the Restrictions on such shares have lapsed or been removed. |
(2) | Restricted Stock Units. Restricted Stock Units will not be payable until the Restrictions on payment of such Restricted Stock Units have lapsed or been removed. Upon the lapse or removal of Restrictions on Restricted Stock Units the Restricted Stock Units shall be settled by delivering to the Participant the number of shares of Stock equal to the number of Restricted Stock Units being settled. |
(b) | Lapse. The Committee shall establish as to each Restricted Award the terms and conditions upon which the Restrictions shall lapse, which terms and conditions may include, without limitation, a required period of service, Performance Measures, or any other individual or corporate performance conditions. |
(c) | Termination of Employment. In the event of a Qualified Termination, then all Restrictions on the Participants outstanding Restricted Awards with a grant date at least ten months prior to the date of termination shall immediately lapse and Restricted Awards with a grant date less than ten months prior to the date of termination shall be forfeited and returned to Energen. In the event of a Change in Control Termination, all Restrictions on the Participants outstanding Restricted Awards shall immediately lapse. Should a Participants employment with Energen and all Subsidiaries terminate for any reason other than a Qualified Termination or a Change in Control Termination, all Restricted Awards which remain subject to Restrictions, shall be forfeited and returned to Energen. The foregoing notwithstanding, the Committee may at the time of grant provide for different or supplemental terms and conditions with respect to termination of employment and any such terms and conditions expressly provided in the applicable Award agreement shall be controlling with respect to that Restricted Award. |
NOTE: early lapse of Restrictions on Restricted Stock Units may have Section 409A implications; see Section 18.
(d) | Lapse at Discretion of Committee. The Committee may at any time, in its sole discretion, accelerate the time at which any or all Restrictions on a Restricted Award will lapse or remove any and all such Restrictions; provided that the Committee may not accelerate the lapse of or remove Restrictions which require the attainment of Performance Measures established by the Committee pursuant to Section 9.2 except as may be permitted by the performance-based exception to Section 162(m) of the Code. |
(e) | Rights with respect to Restricted Stock. Upon the acceptance by a Participant of an Award of Restricted Stock, such Participant shall, subject to the Restrictions, have all the rights of a shareholder with respect to such shares of Restricted Stock, including, but not limited to, the right to vote such shares of Restricted Stock and the right to receive all dividends and other distributions paid thereon. Certificates representing |
C-9
Restricted Stock may be held by Energen until the restrictions lapse and shall bear such restrictive legends as Energen shall deem appropriate. |
(f) | No shareholder rights with respect to Restricted Units. A Participant shall have no rights of a shareholder, including voting, dividend or other distribution rights, with respect to Restricted Stock Units prior to the date they are settled in shares of Stock. |
(g) | No Section 83(b) Election. Unless otherwise expressly agreed in writing by Energen, a Participant shall not make an election under Section 83(b) of the Code with respect to a Restricted Stock Award and upon the making of any such election, all shares of Restricted Stock subject to the election shall be forfeited and returned to Energen. |
8. Performance Shares
8.1 Grant of Performance Shares. The Committee may make grants of Performance Shares to Participants. Each Performance Share Award shall be evidenced by an Award Agreement setting forth the number of Performance Shares granted and the terms and conditions to which the Performance Share Award is subject.
8.2 Terms and Conditions of Performance Share Awards.
(a) | General. Subject to the terms of the Plan and any applicable Award Agreement, the Committee shall determine the Performance Measures to be achieved during the applicable Award Period, the number of shares of Stock subject to any Performance Share Award, and the amount of any payment to be made upon achievement of the Performance Measures applicable to any Performance Award. |
(b) | No Right to Dividends. A Performance Share Award shall not entitle a Participant to receive any dividends or dividend equivalents on Performance Shares; no Participant shall be entitled to exercise any voting or other rights of a shareholder with respect to any Performance Share Award under the Plan; and no Participant shall have any interest in or rights to receive any shares of Stock prior to the time when the Committee authorizes payment of Performance Shares pursuant to Section 8.3. |
(c) | Settlement of Performance Share Awards. Settlement of Performance Share Awards to any Participant shall be made in accordance with Section 8.3 and shall be subject to such conditions for payment as the Committee may prescribe at the time the Performance Share Award is made. The Committee may prescribe conditions such that payment of a Performance Share Award may be made with respect to a number of shares of Stock greater than the number of Performance Shares awarded on the date of grant. The Committee may prescribe different conditions for different Participants. |
8.3 Payment of Performance Awards. Each Participant granted a Performance Share Award shall be entitled to payment on account thereof as of the close of the applicable Award Period, but only if the Committee has determined that the conditions for payment of the Award set by the Committee have been satisfied. Payment of Awards shall be made by Energen promptly following the determination by the Committee that payment has been earned and by March 15 of the year following the year in which the Award is earned. Payment of Performance Shares shall be made in the form of shares of Stock.
8.4 Termination of Employment. Except in the case of a Qualified Termination or a Change in Control Termination, if, prior to the close of the Award Period with respect to a Performance Share Award, a Participants employment with Energen and all Subsidiaries terminates, then any unpaid portion of such Participants Performance Share Award shall be forfeited.
C-10
In the case of a Qualified Termination, the Participant shall remain entitled to payout of any outstanding Performance Share Awards with a grant date at least ten months prior to the date of termination (subject to the reduction described below) at the end of the applicable Award Period in accordance with the terms of this Plan including without limitation applicable performance conditions. Each of such outstanding Performance Share Award shall be reduced to equal the number of Performance Shares originally granted, multiplied by a fraction the numerator of which is the number of months from the beginning of the applicable Award period to the termination date and the denominator of which is the number of months in the applicable Award Period.
In the event of a Change in Control Termination, a Participant shall within thirty days following termination receive payment of all outstanding Performance Share Awards measured at target performance.
8.5 Consulting, Non-Compete and Confidentiality. A Participants entitlement, if any, to payout of Performance Share Awards subsequent to termination of employment with Energen and all Subsidiaries shall continue so long as the Participant is in compliance with the following requirements. Failure to comply shall result in forfeiture of all then outstanding Performance Share Awards.
(a) | Consulting Services. For a period of three years following the termination of the Participants employment (Date of Termination), Participant will fully assist and cooperate with Energen, the Subsidiaries and their representatives (including outside auditors, counsel and consultants) with respect to any matters with which the Participant was involved during the course of employment, including being available upon reasonable notice for interviews, consultation, and litigation preparation. Except as otherwise agreed by Participant, Participants obligation under this Section 8.5(a) shall not exceed 80 hours during the first year and 20 hours during each of the following two years. Such services shall be provided upon request of Energen and the Subsidiaries but scheduled to accommodate Participants reasonable scheduling requirements. Participant shall receive no additional fee for such services but shall be reimbursed all reasonable out-of-pocket expenses. |
(b) | Non-Compete. For a period of twelve months following the Date of Termination, unless otherwise expressly approved in writing by Energen, the Participant shall not Compete, (as defined below) or assist others in Competing with Energen and the Subsidiaries. For purposes of this Agreement, Compete means offer to acquire any oil or gas mineral interest (A) within an oil or gas unit for which Energen or a Subsidiary is the operator of record or (B) within an oil or gas unit contiguous to an oil or gas unit for which Energen or a Subsidiary is the operator of record. Employment by, or an investment of less than one percent of equity capital in, a person or entity which Competes with Energen or the Subsidiaries does not constitute Competition by Participant so long as Participant does not directly participate in, assist or advise with respect to such Competition. |
(c) | Confidentiality. Participant agrees that at all times following the Date of Termination, Participant will not, without the prior written consent of Energen, disclose to any person, firm or corporation any confidential information of Energen or the Subsidiaries which is now known to Participant or which hereafter may become known to Participant as a result of Participants employment, unless such disclosure is required under the terms of a valid and effective subpoena or order issued by a court or governmental body; provided, however, that the foregoing shall not apply to confidential information which becomes publicly disseminated by means other than a breach of this provision. |
C-11
9. Performance Measures.
9.1 General Performance Measures. At its discretion, the Committee may make the Awards subject to the achievement or satisfaction of performance conditions (Performance Measures). Subject to Section 9.2 below, the Committee may use such business criteria and other measures of performance as it deems appropriate in establishing Performance Measures. Performance objectives set on a per share basis such as earnings or cash flow per share shall be appropriately adjusted to reflect changes in outstanding shares resulting from stock dividends, splits or combinations or mergers, reorganizations or similar transactions.
9.2 Section 162(m) Performance Measures. If the Committee intends for an Award to qualify for the performance-based exceptions from Section 162(m) of the Code, the selected Performance Measures shall be specific, measurable goals set by the Committee, may include multiple objectives, and may be based on one or more operational or financial criteria. In setting the performance objectives, the Committee shall select from one or more of the following criteria in either absolute or relative terms, with respect to Energen and/or a Subsidiary:
(a) | total shareholder return; |
(b) | return on assets, return on equity or return on capital employed; |
(c) | measures of profitability such as earnings per share, corporate or business unit net income, net income before extraordinary or one-time items, earnings before interest and taxes, earnings before interests, taxes, depreciation and amortization, or earnings before interest, depreciation, amortization, taxes and exploration expense; |
(d) | cash flow measures; |
(e) | gross or net revenues or gross or net margins; |
(f) | levels of operating expense or other expense items reported on the income statement; |
(g) | oil and/or gas reserves, reserve growth, production, production growth, production replacement, either absolute or on an appropriate per unit basis (e.g. reserve or production growth per diluted share); |
(h) | efficiency or productivity measures such as annual or multi-year average finding costs, absolute or per unit operating and maintenance costs, lease operating expenses, operating and maintenance expenses; |
(i) | measures of selected operations activities such as number of wells drilled or number of miles of pipe installed; |
(j) | satisfactory completion of a major project or organizational initiative with specific criteria set in advance by the Committee defining satisfactory; |
(k) | debt ratios or other measures of credit quality or liquidity; |
(l) | strategic asset sales or acquisitions in compliance with specific criteria set in advance by the Committee. |
(m) | measures of safety and/or environmental stewardship; and |
(n) | such other criteria as may be established by the Committee in writing and which meet the requirements of the performance-based exception to Section 162(m) of the Code. |
When provided for by the Committee at the time the performance objectives are established, the performance objectives may be adjusted to exclude the effect of any of one or more of the following events that occur during the performance period:
(o) | asset write-downs, sales and dispositions; |
(p) | litigation, claims, judgments or settlements; |
C-12
(q) | the effect of changes in law, regulation, accounting principles or other provisions affecting reported results; |
(r) | accruals for reorganization and restructuring programs; |
(s) | material changes to invested capital from pension and post-retirement benefits-related items and similar non-operational items; and |
(t) | any extraordinary, unusual, non-recurring or non-comparable items: |
(1) | as described in Accounting Standards Codification No. 225, |
(2) | as described in managements discussion and analysis of financial condition and results of operations appearing in Energens Annual Report to shareholders for the applicable year, or |
(3) | as publicly announced by Energen in a press release or conference call relating to Energens results of operations or financial condition for a completed quarterly or annual fiscal period; such as non-cash mark-to-market gains and losses on open derivative contracts. |
In the event that the performance-based exception to Section 162(m) of the Code or its successor is amended such that the performance-based exception permits the employer to alter the governing performance measures without obtaining shareholder approval of such changes, the Committee shall have discretion to make such changes without obtaining shareholder approval.
10. Withholding. Each Participant shall, no later than the date as of which the value of an Award first becomes includable in the gross income of the Participant for federal, state or local income tax purposes, pay to Energen and Subsidiaries, or make arrangements satisfactory to the Committee, in its sole discretion, regarding payment of any federal, state, or local taxes of any kind required by law to be withheld with respect to the Award together with any federal (including FICA and FUTA), state, or local employment taxes required to be withheld. The obligations of Energen under the Plan shall be conditional on such payment or arrangements. Energen and, where applicable, its Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes owed hereunder by a Participant from any payment of any kind otherwise due to said Participant. The Committee may permit Participants to satisfy their federal, and where applicable, state and local tax withholding obligations with respect to all Awards by the reduction, in an amount necessary to pay all said withholding tax obligations, of the number of shares of Stock otherwise issuable or payable to said Participants in respect of an Award. During periods that the Committee permits such share withholding, Participants will be deemed to have elected share withholding; provided, however, that Energen may in its sole discretion permit a Participant to satisfy the withholding obligations of this Section 10 according to the direction of the Participant.
11. No Assignment of Interest. Except as provided in Section 6.2(f), the interest of any person in the Plan shall not be assignable, either by voluntary assignment or by operation of law, and any assignment of such interest, whether voluntary or by operation of law, shall render the Award void. Amounts payable under the Plan shall be transferable only by will or by the laws of descent and distribution.
12. No Rights to Continued Employment. The Plan and any Award granted under the Plan shall not confer upon any Participant any right with respect to continuance of employment by Energen or any Subsidiary or any right to further Awards under the Plan, nor shall they interfere in any way with the right of Energen or any Subsidiary by which a Participant is employed to terminate the Participants employment at any time.
C-13
13. Compliance with Other Laws and Regulations. The Plan, the grant and fulfillment of Awards thereunder, and the obligations of Energen to sell, issue, release and/or deliver shares of Stock shall be subject to all applicable federal and state laws, rules, and regulations and to such approvals by any government or regulatory agency as may be required. Energen shall not be required to issue or deliver any certificates for shares of Stock prior to (a) the listing of such shares on any stock exchange on which the Stock may then be listed and (b) the completion of any registration or qualification of such shares under any federal or state law, or any ruling or regulation of any government body which Energen shall, in its sole discretion, determine to be necessary or advisable.
14. Amendment and Discontinuance. The Board may from time to time amend, suspend or discontinue the Plan. Subject to Section 18, without the written consent of a Participant, no amendment or suspension of the Plan shall alter or impair any Award previously granted to a Participant under the Plan.
15. Effective Date of the Plan. The original effective date of the Plan was November 25, 1997, the date of its adoption by the Board, subject to approval by the shareholders of Energen holding not less than a majority of the shares present and voting at its January 1998 Annual Meeting. From time to time the Board has made amendments to the Plan that require shareholder approval for effectiveness and the shareholders of Energen have approved such amendments, each of which is deemed to be a re-adoption by the Board and re-approval by the shareholders of the Plan for the purposes of Code Section 422(b)(2). The ISO Effective Date is the earlier of the dates of such re-adoption and re-approval of the most recent shareholder approved Plan amendment or restatement.
16. Name. The Plan shall be known as the Energen Corporation Stock Incentive Plan.
17. 1997 Deferred Compensation Plan. If and to the extent permitted under the Energen Corporation 1997 Deferred Compensation Plan (the Deferred Compensation Plan), a Participant may elect, pursuant to the Deferred Compensation Plan, to defer receipt of part or all of any shares of Stock or other consideration deliverable under an Award and upon such deferral shall have no further right with respect to such deferred Award other than as provided under the Deferred Compensation Plan. In the event of such a deferral election, certificates for such shares of Stock as would have otherwise been issued under the Plan but for the deferral election, may at the discretion of Energen be delivered to the Trustee under the Deferred Compensation Plan and registered in the name of the Trustee or such other person as the Trustee may direct. Regardless of whether such deferred shares of Stock are issued to the Trustee, they shall constitute issued shares for purposes of the Plans maximum number of shares limitation set forth in Section 2.
18. Effect of Code Section 409A. Payments and benefits under this Plan are intended to be exempt from the requirements under Code section 409A (Code Section 409A) and all provisions of the Plan shall be interpreted in accordance with the applicable exemptions; there are, however, potential circumstances under which Plan payments and benefits may not be exempt from Code Section 409A. To the extent any payment or benefit is subject to Code Section 409A, the Plan shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof. Notwithstanding any provision of the Plan to the contrary, in the event that Energen determines that any payments or benefits may or do not comply with Code Section 409A, Energen may amend the Plan (without Participant consent) or take any other actions that Energen determines are necessary or appropriate to (i) exempt the payments or benefits hereunder from the application of Code Section 409A or preserve the intended tax treatment of the payments and benefits provided hereunder, or (ii) comply with the requirements of Code Section 409A. Without limiting the generality of the foregoing, if and to the extent that any payment or benefit under this Plan is determined by Energen to constitute nonqualified deferred compensation subject to Code
C-14
Section 409A, this Plan shall be administered accordingly, and any such payment provided to an employee who is a specified employee (within the meaning of Code Section 409A and as determined pursuant to procedures established by Energen) must be delayed for six months from the date of employment termination to comply with section 409A(a)(2)(B)(i) of the Code. Energen shall set aside those payments or benefits that would have been made but for payment delay required by the preceding sentence, and such amounts will be paid at the end of the delay. Notwithstanding the foregoing, neither Energen nor the Committee shall have any liability to any person in the event Code Section 409A applies to any Award in a manner that results in adverse tax consequences for a Participant.
C-15
ENERGEN CORPORATION
605 Richard Arrington, Jr. Blvd. North
Birmingham, Alabama 35203-2707
(205) 326-2700
IMPORTANT ANNUAL MEETING INFORMATION |
Electronic Voting Instructions | ||||||||
Available 24 hours a day, 7 days a week! | ||||||||
Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy. | ||||||||
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. | ||||||||
Proxies submitted by the Internet or telephone must be received by 11:59 p.m. Eastern Time on May 2, 2016. (April 29, 2016 for Employee Savings Plan Participants) | ||||||||
Vote by Internet
| ||||||||
Go to www.investorvote.com/EGN
| ||||||||
Or scan the QR code with your smartphone
| ||||||||
Follow the steps outlined on the secure website | ||||||||
Vote by telephone | ||||||||
Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone | ||||||||
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. | x |
Follow the instructions provided by the recorded message |
q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
A | Proposals The Board of Directors recommends a vote FOR all the nominees listed, FOR Proposals 2, 3 and 4, and AGAINST Proposal 5. |
1. Election of Directors- Nominees:
For | Against | Abstain | For | Against | Abstain | + | ||||||||||||
01 - T. Michael Goodrich | ¨ | ¨ | ¨ | 2. Ratification of the appointment of the independent registered public accounting firm. |
¨ | ¨ | ¨ | |||||||||||
02 - Jay Grinney |
¨ |
¨ |
¨ |
3. Approval of the amendment and restatement of, and performance goals under, Energens Stock Incentive Plan. |
¨ |
¨ |
¨ |
|||||||||||
03 - Frances Powell Hawes |
¨ | ¨ | ¨ |
4. Approval of the advisory (non-binding) resolution relating to executive compensation. |
¨ |
¨ |
¨ |
|||||||||||
Management recommends a vote AGAINST the Shareholder Proposal.
| ||||||||||||||||||
For | Against | Abstain | ||||||||||||||||
5. Shareholder Proposal Methane Gas Emissions Report |
¨ | ¨ | ¨ |
In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
B | Non-Voting Items |
Change of Address Please print new address below. | Comments Please print your comments below. | |||
C | Authorized Signatures This section must be completed for your vote to be counted. Date and Sign Below |
NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee, guardian, or custodian, please give full title as such.
Date (mm/dd/yyyy) Please print date below. | Signature 1 Please keep signature within the box. | Signature 2 Please keep signature within the box. | ||||||
/ / | ||||||||
n | 1 U P X
|
+ |
029VIC
NOTICE TO EMPLOYEE SAVINGS PLAN PARTICIPANTS. If you are a participant in the Energen Corporation Employee Savings Plan (the Plan) you have the right to direct the Trustee under the Plan how full shares of the Companys Common Stock allocable to your account under the Plan as of February 29, 2016, should be voted at the Annual Meeting of Shareholders of Energen Corporation (the Company). Energens stock transfer agent, Computershare, will forward your instructions to the Vanguard Fiduciary Trust Company, Trustee of the Plan. If directions are not received by the transfer agent on or before April 29, 2016, you will be treated as directing the Plans Trustee to vote your shares in the same proportion as the shares for which the Trustee has received timely instructions from others who do vote.
Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Shareholders.
The Proxy Statement and the 2015 Annual Report to Shareholders are available at:
www.annualmeeting.energen.com
q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
Proxy ENERGEN CORPORATION
Annual Meeting of Shareholders May 3, 2016
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned hereby appoints James T. McManus, II and J. David Woodruff, and each of them, with power to act without the other and with power of substitution, as proxies and attorneys-in-fact and hereby authorizes them to represent and vote, as provided on the other side, all the shares of Energen Corporation Common Stock which the undersigned is entitled to vote and, in their discretion, to vote upon such other business as may properly come before the Annual Meeting of Shareholders of the Company to be held May 3, 2016, or at any adjournment or postponement thereof, with all powers which the undersigned would possess if present at the Meeting.
(Continued and to be marked, dated and signed, on the other side)
|
+ |
IMPORTANT ANNUAL MEETING INFORMATION |
Vote by Internet
Go to www.investorvote.com/EGN
Or scan the QR code with your smartphone
Follow the steps outlined on the secure website |
Important Notice Regarding the Availability of Proxy Materials for the
Energen Shareholder Meeting to be Held on May 3, 2016
Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual shareholders meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important!
This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The proxy statement and annual report to shareholders are available at:
|
Easy Online Access A Convenient Way to View Proxy Materials and Vote | |
When you go online to view materials, you can also vote your shares. | ||
Step 1: Go to www.investorvote.com/EGN. | ||
Step 2: Click on the icon on the right to view current meeting materials. | ||
Step 3: Return to the investorvote.com window and follow the instructions on the screen to log in. | ||
Step 4: Make your selection as instructed on each screen to select delivery preferences and vote. |
When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.
![]() |
Obtaining a Copy of the Proxy Materials If you want to receive a copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed on the reverse side on or before April 22, 2016 to facilitate timely delivery. | |
n | + |
029VKC
Energens Annual Meeting of Shareholders will be held on May 3, 2016 at 605 Richard Arrington, Jr. Blvd. N. Birmingham, Alabama at 8:30 a.m. Central Time.
Proposals to be voted on at the meeting are listed below along with the Board of Directors recommendations.
The Board of Directors recommends that you vote FOR the following Proposals:
1. | Election of Directors: T. Michael Goodrich; Jay Grinney; Frances Powell Hawes |
2. | Ratification of Appointment of Independent Registered Public Accounting Firm |
3. | Approval of the amendment and restatement of, and performance goals under, Energens Stock Incentive Plan |
4. | Approval of the advisory (non-binding) resolution relating to executive compensation |
The Board of Directors recommends that you vote AGAINST the following proposal:
5. | Shareholder proposal Methane Gas Emissions Report |
PLEASE NOTE YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must vote online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you.
NOTICE TO EMPLOYEE SAVINGS PLAN PARTICIPANTS. If you are a participant in the Energen Corporation Employee Savings Plan (the Plan) you have the right to direct the Trustee under the Plan how full shares of the Companys Common Stock allocable to your account under the Plan as of February 29, 2016, should be voted at the Annual Meeting of Shareholders of Energen Corporation. Energens stock transfer agent, Computershare, will forward your instructions to the Vanguard Fiduciary Trust Company, Trustee of the Plan. If directions are not received by the transfer agent on or before April 29, 2016, you will be treated as directing the Plans Trustee to vote your shares in the same proportion as the shares for which the Trustee has received timely instructions from others who do vote.
Directions to the Energen Corporation 2016 Annual Meeting
Directions to the Energen Corporation 2016 annual
meeting are available by calling Investor Relations at
1-800-654-3206.
![]() |
Heres how to order a copy of the proxy materials and select a future delivery preference: | |||
Paper copies: Current and future paper delivery requests can be submitted via the telephone, Internet or email options below. | ||||
Email copies: Current and future email delivery requests must be submitted via the Internet following the instructions below. | ||||
If you request an email copy of current materials you will receive an email with a link to the materials. | ||||
PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a set of proxy materials. | ||||
u |
Internet Go to www.investorvote.com/EGN. Follow the instructions to log in and order a copy of the current meeting materials and submit your preference for email or paper delivery of future meeting materials. | |||
u |
Telephone Call us free of charge at 1-866-641-4276 and follow the instructions to log in and order a paper copy of the materials by mail for the current meeting. You can also submit a preference to receive a paper copy for future meetings. | |||
u |
Email Send email to investorvote@computershare.com with Proxy Materials Energen in the subject line. Include in the message your full name and address, plus the number located in the shaded bar on the reverse, and state in the email that you want a paper copy of current meeting materials. You can also state your preference to receive a paper copy for future meetings. | |||
To facilitate timely delivery, all requests for a paper copy of the proxy materials must be received by April 22, 2016. |
029VKC