Continental Resources Inc (CLR) PRE 14APreliminary proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

CONTINENTAL RESOURCES, INC.

(Name of Registrant as Specified In Its Charter)

NOT APPLICABLE

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Continental Resources, Inc.

Invitation to 2020 Annual Meeting of Shareholders

April 2, 2020

Dear Fellow Shareholder:

Please join me at our Annual Meeting on Thursday, May 14, 2020, where you will be asked to vote on: (i) the election of the three Class II members named in this Proxy Statement to the Board of Directors; (ii) an amendment to our Third Amended and Restated Certificate of Incorporation to declassify our Board of Directors; (iii) the ratification of the selection of the independent auditors; and (iv) the approval, by anon-binding vote, of the compensation of our named executive officers.

The Company is again taking advantage of the Securities and Exchange Commission rule permitting us to provide proxy materials over the internet to certain of our shareholders. On or about April 2, 2020, we will begin mailing a Notice of Internet Availability of Proxy Materials to shareholders whose shares are held in an account at a brokerage firm, bank or other nominee record holder, informing you the Notice and Proxy Statement for the 2020 Annual Meeting, 2019 Annual Report and voting instructions are available online. As more fully described in that Notice, all shareholders receiving such Notice may choose to access proxy materials on the internet or may request paper copies of the proxy materials. On or about April 2, 2020, we will also mail paper copies of our Notice and Proxy Statement, 2019 Annual Report and a proxy card to each shareholder whose shares are registered directly in their name with our transfer agent, American Stock Transfer & Trust Company.

In addition to the formal items of business at the Annual Meeting, you will have an opportunity to ask questions and express your views to senior management of Continental Resources, Inc. Members of our Board of Directors will also be present.

Whether you are able to attend the 2020 Annual Meeting in person, it is important your shares be represented. Please vote your shares in accordance with the instructions contained in the materials being sent to you. Please vote as soon as possible.

I hope to see you on May 14th.

Harold G. Hamm

Executive Chairman

William B. Berry

Chief Executive Officer

CONTINENTAL RESOURCES, INC.

20 N. Broadway

Oklahoma City, Oklahoma 73102

Notice of Annual Meeting of Shareholders

To Be Held On May 14, 2020

TO THE HOLDERS OF SHARES OF COMMON STOCK:

The 2020 Annual Meeting of Shareholders of Continental Resources, Inc. (the “Company,” “we,” “our,” or “us”) will be held at the BancFirst Tower, 100 North Broadway – South Entrance, Suite 2470 – Continental Resources Conference Center, Oklahoma City, OK 73102 on May 14, 2020, at 10:00 a.m. C.D.T., for the following purposes:

The Annual Meeting may be recessed from time to time and, at any reconvened meeting, action on the matters specified in this notice may be taken without further notice to shareholders unless required by the Company’s bylaws. In addition, should it be necessary to change the location or time of the meeting due to the impact of any local or national health related emergency measures, or for any other reason, notice of the changed time and/or location will be given by press release, which will specify the new time and/or location of the Annual Meeting. We intend to hold our Annual Meeting in person, if possible. However, we are actively monitoringCOVID-19 (novel Coronavirus) and we are sensitive to the public health and travel concerns our shareholders may have and the protocols that federal, state, and local governments may impose. In the event it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting “virtually,” i.e. solely by means of Internet enabled remote communication. Please monitor our annual meeting website at www.CLR.com for updated information. If you are planning to attend our meeting, please check the website ten days prior to the meeting date. As always, we encourage you to vote your shares prior to the Annual Meeting.

Shareholders of record, at the close of business on March 18, 2020, of our common stock, par value $0.01 per share, are entitled to notice of and to vote on all proposals at the Annual Meeting. A list of all shareholders entitled to vote at the Annual Meeting will be available for inspection at the Annual Meeting and during normal business hours at least ten days prior thereto at our offices located at 20 N. Broadway, Oklahoma City, Oklahoma 73102.

In accordance with rules adopted by the Securities and Exchange Commission, we are pleased to furnish these proxy materials to certain of our shareholders over the internet and to certain others by mail.

BY THE ORDER OF THE BOARD OF DIRECTORS

/s/ Eric S. Eissenstat

Eric S. Eissenstat

Secretary

DATED: April 2, 2020

CONTINENTAL RESOURCES, INC.

TABLE OF CONTENTS

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Proxy Summary

This summary contains highlights about Continental Resources, Inc. and our subsidiaries (the “Company”) and the upcoming 2020 Annual Meeting of Shareholders (the “Annual Meeting”). This summary does not contain all of the information you should consider in advance of the Annual Meeting and we encourage you to read the entire Proxy Statement before voting. When we refer to “us,” “we,” or “our,” we are referring to the Company.

2020 Annual Meeting of Shareholders

Voting Matters and Board Recommendations

2019 Performance Highlights

Initiated cash dividend to shareholders.

Initiated a share repurchase program and repurchased approximately $190.2 million of Common Stock in 2019.

Achieved full-year 2019 production growth of 14% compared to 2018.

Net cash provided by operating activities for 2019 totaled $3.1 billion.

In 2019, reduced total debt by $442 million.

Year-end 2019 proved reserves increased 6% (adjusted for 2019 divestitures) compared toyear-end 2018.

Continued to exercise capital discipline, reducingnon-acquisition capital expenditures by 6% in 2019 compared to 2018.

Maintainedlow-cost operations with production expenses of $3.58 per Boe and G&A expenses of $1.57 per Boe for 2019.

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Key Executive and Director Compensation Policies and Practices

Independent compensation consultants to the Compensation Committee.

No individual employment agreements.

Majority of compensation is in the form of restricted stock awards designed to align interests of executives and shareholders.

Robust stock ownership requirements – 5x of base salary for the Executive Chairman, Chief Executive Officer and President and 3x of base salary for other executive officers, and 5x base annual retainer for directors.

Use of a relevant peer group in establishing compensation.

Minimal perquisites.

Prohibition of hedging of Company securities by executive officers and directors.

Clawback policy applicable to all executive officers.

Key Governance Policies and Practices

Voluntary establishment of Compensation and Nominating/Corporate Governance Committees, even though exempt from these requirements as a controlled company under New York Stock Exchange (“NYSE”) rules.

Audit and Compensation Committees composed entirely of independent directors.

Lead independent director with clearly established authority and responsibility over the governance of our Board of Directors.

Four of seven directors are independent.

Regular executive sessions of the Board without management present.

Board risk management oversight with a focus on the most significant risks facing the Company.

Annual evaluation process for the Board and its committees.

Director in uncontested election that does not receive a majority of “for” votes, must submit his or her resignation for consideration by the Nominating/Corporate Governance Committee and the Board.

Recommendation of the Declassification Proposal for adoption at the Annual Meeting

For more detailed information regarding our proxy materials and voting at the Annual Meeting, see “Questions and Answers About This Proxy Material and Voting,” at page 49.

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Proposal 1:

Election of Directors

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Trustees for Kansas State University. He holds a bachelor’s degree in Chemical Engineering from Kansas State University.

Mr. Taylor brings extensive experience in domestic and international refining, chemicals sales and marketing, energy transportation, business development and process management to the Board. We believe Mr. Taylor’s extensive mid-stream and industry experience and director expertise qualify him to serve on our Board.

We are a “controlled company” within the meaning of the listing standards of the NYSE because a limited liability company owned by our Executive Chairman, Harold G. Hamm, and members of his family own more than 50% of our outstanding shares of Common Stock. Consequently, we are not required to comply with certain NYSE listed company requirements, such as the requirement to have a majority of independent directors on our Board, or the requirement to have compensation and nominating committees composed entirely of independent directors. However, we are required to have an independent Audit Committee, and we have voluntarily established a Compensation Committee composed entirely of independent directors and a Nominating/Corporate Governance Committee. The Board uses the independence standards of the NYSE corporate governance rules generally applicable to directors for determining whether directors are independent. A copy of those standards is attached as Annex A. The Board additionally follows applicable rules of the Securities and Exchange Commission (“SEC”) in determining independence for committee members. The Board has determined Messrs. McCain, McNabb, Monroe and Taylor have no relationship with the Company other than as a director and shareholder and are independent under the NYSE and SEC rules for purposes of service on the Board and its committees. Until the time the Board acted to appoint him as Chief Executive Officer in December 2019, Mr. Berry was determined to be independent on the same basis as described above. Ms. Lambertz is not an independent director due to her relationship to Mr. Hamm and her current service as our Chief Culture Officer and Senior Vice President, Human Resources. Members of each committee are elected annually by the Board and serve for one year terms, until their successors are elected and qualified or until their earlier resignation or removal.

The Board held 7 meetings and acted by unanimous consent 2 times during the year ended December 31, 2019. Directors are expected to attend all meetings of the Board and the committees on which they serve. To bere-nominated, directors must have attended at least 75% of the Board and applicable committee meetings during their term, and all directors (including those beingre-nominated and those in other classes) did so during 2019. All then incumbent directors attended the 2019 Annual Meeting of Shareholders and all directors plan to attend the 2020 Annual Meeting.Under our Corporate Governance Guidelines, attendance at the Annual Meeting is listed as a consideration when evaluating whether a director is devoting sufficient time to his or her responsibilities.

 Board Leadership Structure     Harold G. Hamm serves as the Company’s Executive Chairman. Mr. Hamm assumed the role of Executive Chairman as of January 1, 2020, in connection with transitioning the role of Chief Executive Officer to Mr. Berry, who assumed such role as of January 1, 2020. Prior to January 1, 2020, Mr. Hamm served in the combined role of Chairman and Chief Executive Officer.

As Executive Chairman, Mr. Hamm is both an officer and employee of the Company. The role of Executive Chairman has been structured so Mr. Hamm can provide the Company with support regarding Board, strategic and stakeholder matters, as well as business

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development opportunities, while allowing Mr. Berry to assume primary responsibility for oversight of all the Company’s activities. The Board believes this leadership structure is appropriate because it allows the Company to take advantage of Mr. Hamm’s considerable Company and industry experience, while expanding the Company’s base of leadership and furthering the Company’s succession planning. Through Harold Hamm Family LLC (the “Family LLC”), a limited liability company owned by Harold G. Hamm, members of his family and trusts established for their benefit and for which Mr. Hamm serves as manager, Mr. Hamm exercises voting and dispositive power over approximately 77.54% of our outstanding shares of Common Stock as of March 18, 2020. The Board believes Mr. Hamm’s considerable ownership stake in the Company also supports the Board’s view that Mr. Hamm’s leadership role as Executive Chairman is appropriate.

 Lead Director      The Board has appointed Mr. Monroe to serve as lead director with the following responsibilities similar to those typically performed by an independent Chairman: (i) presides at all meetings of the Board at which the Executive Chairman is not present, including executive sessions of the independent directors; (ii) acts as a key liaison between the Executive Chairman, Chief Executive Officer and the independent directors; (iii) provides input into the materials to be delivered to the directors in advance of each Board meeting; (iv) provides feedback regarding the quality, quantity, and timeliness of those materials; and (v) communicates Board member feedback to the Executive Chairman and the Chief Executive Officer. At the February 2020 Board meeting, Mr. McNabb was appointed to serve as lead director, effective immediately following the Annual Meeting for a period extending through the 2021 Annual Meeting.

 Risk Oversight      The Board is responsible for overseeing our Company’s management of risk. The Board strives to effectively oversee our enterprise-wide risk management in a way that balances managing risks while enhancing the long-term value of our Company for the benefit of our shareholders. The Board understands its focus on effective risk oversight is critical to setting our Company’s tone and culture towards effective risk management. To administer its oversight function, the Board seeks to understand our Company’s risk philosophy by having regular discussions with management to establish a mutual understanding of our Company’s overall appetite for risk. The Board maintains an active dialogue with management, including the Executive Chairman, Chief Executive Officer, Chief Financial Officer, and Chief Risk Officer, about existing risk management processes and how management identifies, assesses and manages our most significant risk exposures, including commodity price risk, liquidity risk, reputational risk, operational risk, safety risk, cybersecurity risk, compliance risk and legal risk. The Board appointed Eric S. Eissenstat in May 2014 as Chief Risk Officer to further enhance the Company’s enterprise risk management. Mr. Eissenstat is primarily responsible for instituting risk management practices consistent with our overall business strategy and risk profile. The Board expects, and receives, regular updates from Mr. Eissenstat and other members of our management team about our most significant risks to enable it to evaluate whether management is responding appropriately. Senior management attends Board meetings and is available to address any questions or concerns raised by our Board on risk management-related and other matters. In addition, our Board receives presentations from senior management on strategic matters.

The Board also relies on each of its committees to help oversee the risk management responsibilities relating to the functions performed by such committees. The Audit Committee considers risks related to financial reporting including overseeing our internal controls and interacting with our independent public accounting firm at least quarterly. The Compensation Committee oversees our compensation practices to ensure they do not encourage unnecessary and excessive risk taking by management. The Nominating/Corporate Governance Committee oversees risks relating to our corporate governance and compliance programs and assists the Board and management in promoting an organizational culture that encourages commitment to ethical conduct and a commitment to compliance with the law. Each of the Board’s committees report regularly to the Board on risk-related matters within its responsibilities. While the Board does not directly consider the Company’s risk profile and management program in assessing its leadership structure, a board member’s ability to oversee the risks associated with the matters supervised by a committee is considered in making committee appointments.

 Board Committees    Our Board has three standing committees: (i) an Audit Committee; (ii) a Compensation Committee; and (iii) a Nominating/ Corporate Governance Committee. Each committee is governed by a written charter approved by the full Board. These charters form an integral part of our corporate governance policies and are available on our website,www.CLR.com.

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The tables below provide information regarding the current composition of each standing committee of our Board, the significant responsibilities of each committee as set forth in their respective charters and the number of times each committee met or acted by written consent in 2019:

Additional Information Regarding the Audit Committee. Pursuant to its Charter, the Audit Committee has the authority to retain outside counsel or other experts to advise the Committee in connection with the exercise of its powers and responsibilities. In discharging its oversight role, the Audit Committee is empowered to investigate any matter brought to its attention with full access to all books, records, facilities and personnel of the Company. The Audit Committee meets at least quarterly with our senior management, our director of internal audit and our independent auditors to discuss any matters the Audit Committee or any of these individuals or groups believe should be discussed in private. The Audit Committee makes regular reports to the Board.

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In 2019, the Audit Committee discussed the financial information contained in each quarterly and annual SEC filing with the Chief Financial Officer and independent auditors prior to public release.

Additional Information Regarding the Compensation Committee. The role the Compensation Committee plays in establishing our executive officer compensation is further described below in “Executive Compensation and Other Information—Compensation Discussion and Analysis.” The Compensation Committee has the authority to retain or terminate consultants, including the authority to approve the consultants’ fees and other retention terms. In 2019, the Compensation Committee employed Longnecker & Associates (“Longnecker”), and Meridian Compensation Partners, LLC (“Meridian”)whose engagements are described in the Compensation Discussion and Analysis section herein.

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We have adopted Corporate Governance Guidelines and a Code of Business Conduct and Ethics in accordance with the rules of the NYSE. We last amended our Corporate Governance Guidelines in February 2020 and our Code of Business Conduct and Ethics in September 2014. The Code of Business Conduct and Ethics is applicable to all employees and directors, including our principal executive, financial, and accounting officers. In addition, each of the standing committees of the Board has a charter which has been approved by the Board. Copies of the Corporate Governance Guidelines, Code of Business Conduct and Ethics, and committee charters are available on our website, www.CLR.com, and a printed copy of any of these documents will be made available to any shareholder requesting one from our Secretary.

Our Corporate Governance Guidelines require ournon-management directors to meet in regularly scheduled executive sessions. As Lead Director, Mr. Monroe presided over 4executive sessions in 2019.

Each year, the Board and its committees perform a self-evaluation. As required by the Company’s Corporate Governance Guidelines, the Nominating/Corporate Governance Committee oversees this process. The performance evaluations solicit input from directors regarding the effectiveness of the Board, its committees and individual directors. The input is sought in order to provide the Board as a whole, as well as individual directors, an opportunity to identify strengths, weaknesses and opportunities for improvement. The Company’s General Counsel has individual conversations with each member of the Board and reviews each director’s responses to questions distributed to the director in advance of the conversation. The General Counsel then summarizes the results of the interviews and presents this information to the Nominating/Corporate Governance Committee. Subject to limited exceptions, the summary is prepared in a manner that assures the content isn’t identifiable as the feedback of any given director. The Nominating/Corporate Governance Committee reviews the summary and ensures the Board is informed of self-evaluation results and recommendations. If appropriate, the Board evaluates the information presented and adopts any recommended improvements determined to be necessary or desirable. The Board believes the process described above is effective and improves the overall function and effectiveness of the Board.

Any shareholder or interested party desiring to communicate or express concerns to us, directors generally,non-management directors or an individual director may do so only by submission in writing to Continental Resources, Inc., Attn: Secretary, 20 N. Broadway, Oklahoma City, Oklahoma 73102, with information sufficient to identify the person submitting the communication or concern, including the name, address, telephone number, and ane-mail address (if applicable), together with information indicating the relationship of such person to us. Our Secretary is responsible for maintaining a record of any such communications or concerns and submitting them to the appropriate person(s) for potential action or response. We will verify the authenticity of any communication or concern before submission. We are not obligated to investigate or submit any anonymous submissions from persons who are not our employees. We have established robust policies in connection with whistleblower complaints submitted by employees andnon-employeesand we have established procedures designed to ensure we effectively follow such policies.

Although we are a “controlled company” under the listing standards of the NYSE, the Board has voluntarily established a Nominating/Corporate Governance Committee. Our Nominating/Corporate Governance Committee is responsible for assessing the skills and characteristics of Board members and for screening potential Board candidates. While the Nominating/Corporate Governance Committee has no minimum qualifications for candidates, the Committee generally reviews and evaluates both incumbent and potential new directors to achieve diversity of skills and experience among our directors, based on the following criteria set forth in our Corporate Governance Guidelines:

commitment and background to represent shareholder interests;

moral character and integrity;

ability to apply sound business judgment;

independence and freedom from conflicts of interest;

ability to devote time necessary to understand the Company and carry out the duties of a director, including attendance at meetings and consultation on Company matters;

ability to function as a team member and communicate effectively;

professional and personal accomplishments;

understanding of strategic issues;

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ability to understand financial matters and read financial statements;

oil and gas exploration and energy experience; and

experience with risk assessment.

Qualified candidates for nomination to the Board are considered without regard to race, color, religion, gender or national origin. The process used by the Nominating/Corporate Governance Committee for identifying and evaluating nominees for the Board consists of reviewing qualifications of candidates suggested by management, other Board members, shareholders, or other sources. In evaluating nominees, the Nominating/Corporate Governance Committee considers whether it has been successful in achieving the desired diversity of skills and experience based on the then current composition of the Board. The Nominating/Corporate Governance Committee will consider recommendations for nomination as a Board member by any shareholder of the Company who is a shareholder of record at the time of giving notice to the Company as provided in the Company bylaws (the “Bylaws”), is entitled to vote on the election of directors at the meeting, and complies with the notice procedures set forth in our Bylaws. Such nominations shall be made pursuant to timely notice in writing to Continental Resources, Inc., Attn: Secretary, 20 N. Broadway, Oklahoma City, Oklahoma 73102.

To be timely, a shareholder’s notice shall be delivered to or mailed and received at our principal executive office (i) with respect to an election of directors to be held at the annual meeting of the shareholders of the Company, not later than ninety (90) days or more than one hundred twenty (120) days prior to the one year anniversary date of the preceding year’s annual meeting of shareholders of the Company; provided, however, if the date of the annual meeting is advanced more than thirty (30) days prior to or delayed by more than thirty (30) days after the anniversary of the preceding year’s annual meeting, to be timely, a shareholder’s notice must be so delivered not later than the close of business on the later of the ninetieth (90^th) day prior to such annual meeting or the tenth (10^th) day following the day on which public announcement of the date of such meeting is first made; and (ii) with respect to a special meeting of shareholders called for the purpose of electing one or more directors to the Board, not earlier than the ninetieth (90^th) day prior to such special meeting and not later than the close of business on the later of the seventieth (70^th) day prior to such special meeting or the tenth (10^th) day following the day on which public announcement of the date of the special meeting is first made. Such shareholder’s notice to the Secretary shall set forth (a) as to each person whom the shareholder proposes to nominate for election orre-election as a director, all information relating to the person required to be disclosed in solicitations for proxies for election of directors, or is otherwise required, pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including the written consent of such person to be named in the proxy statement as a nominee and to serve as a director if elected), and (b) as to the shareholder giving the notice (i) the name and address, as they appear on the Company’s books, of such shareholder, and (ii) the class and number of shares of capital stock of the Company that are beneficially owned by the shareholder.

There are no specific minimum qualifications for shareholder nominees. The Company has not previously received nominees from shareholders. All nominees, regardless of source, will be evaluated by the Nominating/Corporate Governance Committee in the same manner and using the same criteria as is used for nominees recommended by the committee.

The Compensation Committee consists of Messrs. McCain, McNabb, Monroe and Taylor. For a discussion of changes to the composition of the Compensation Committee during 2019, please see the footnote to the table regarding the Compensation Committee appearing on page 13 above.During 2019, there were no interlocking relationships as defined by the SEC.

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Certain Relationships and Related

Party Transactions

Our Audit Committee Charter provides the Audit Committee shall review all related party transactions (as defined below) and recommend approval or disapproval to the Board of any such transaction.

The Charter defines a “related party transaction” as a transaction, proposed transaction, or series of similar transactions, in which (a) we are a participant, (b) the amount involved exceeds $120,000 annually and (c) a related person (as defined below) has or will have a direct or indirect material interest. A “related person” is (a) any person who is, or at any time since the beginning of our last fiscal year was, a director, executive officer, or nominee to become a director, (b) a person known to beneficially own 5% or more of any class of our voting securities, (c) an immediate family member of any of the foregoing persons (which means any child, stepchild, parent, stepparent, spouse, sibling,mother-in-law,father-in-law,son-in-law,daughter-in-law,brother-in-law, orsister-in-law), and (d) any person (other than a tenant or employee) sharing the household of such director, executive officer, nominee for director or greater than 5% beneficial owner. The Audit Committee considers the adequacy of disclosure and fairness to us of the matters considered.

The Audit Committee has adopted a written policy which includes factors for committee members to consider in exercising their business judgment including (a) terms of the transaction with the related party, (b) availability of comparable products or services from unrelated third parties, (c) terms available from unrelated third parties and (d) the benefits to us. The Audit Committee recommends for approval only those related party transactions that are, in its business judgment, in our best interests and on terms no less favorable to us than we could have achieved with an unaffiliated party.

In 2019, we participated in the related party transactions described below, except for certain compensation related matters for Ms. Lambertz and Justin Rangel, which occurred in 2020. Based upon the review and recommendations of our Audit Committee, or of our Board, or other committee thereof in the case of the transactions described in the following sentence, we believe the transactions described below are in our best interests and are on terms no less favorable to us than we could have achieved with an unaffiliated party. Our Audit Committee reviewed and recommended each of the transactions described below except that a Special Committee of the Board reviewed and recommended the registration rights agreement described below under “Registration Rights Agreements—Wheatland Transaction Registration Rights Agreement;” and the full Board reviewed and recommended the registration rights agreement described below under “Registration Rights Agreements—Initial Public Offering Registration Rights Agreement.”

Royalty and Common Ownership

In 2019, we received approximately $300,000from the Harold G. Hamm Trust (the “Hamm Revocable Trust”), a trust of which Harold G. Hamm, our Executive Chairman, is the trustee and sole beneficiary, for billings on interests owned in various oil and gas wells which we operate. We also disbursed to the Hamm Revocable Trust approximately $400,000 in 2019 for the Hamm Revocable Trust’s share of oil and gas sales attributed to these interests which were received from the purchasers of production. At December 31, 2019, approximately $123,000 was due from the Hamm Revocable Trust and approximately $32,000 was due to the Hamm Revocable Trust.

Aircraft Related Matters

From time to time, we have used the aircraft of Transwestern Transports, LLC (“Transwestern”), an entity owned by Mr. Hamm, to facilitate efficient transportation of personnel. In 2019, we paid Transwestern approximately $426,000for use of its aircraft and reimbursement of expenses and owed approximately $38,000to Transwestern at December 31, 2019.

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Registration Rights Agreements

Initial Public Offering Registration Rights Agreement. In connection with the closing of our initial public offering in May 2007, we entered into a registration rights agreement with the Hamm Revocable Trust and the two irrevocable trusts established for the benefit of Mr. Hamm’s children pursuant to which we granted to the trusts certain demand and “piggyback” registration rights. The Hamm Revocable Trust and the two irrevocable trusts identified above transferred the securities subject to this registration rights agreement to the Family LLC in September 2015 (the “September Transfer”). As a result, the rights of the Hamm Revocable Trust and the two irrevocable trusts under this registration rights agreement may be assigned to the Family LLC at the direction of these entities. Under the registration rights agreement, each holder of securities covered by the registration rights agreement has the one time right to require us to file a registration statement for the public sale of all or part of the shares of Common Stock owned by it at any time if at least six months have passed since the last demand registration statement. In connection with a demand by any such holder, thenon-demanding parties have the right to participate in such registration process. However, in the event securities are to be sold in an underwritten offering pursuant to such demand registration statement and the managing underwriter thereof advises the participants the amount of securities to be offered thereby should be limited, such limitation shall be satisfied first from the securities allocated to participants other than the demanding party.

If we sell any shares of our Common Stock in a registered underwritten offering, each holder of securities covered by the registration rights agreement has the right to include its shares in that offering. The underwriters of any such offering have the right to limit the number of shares to be included in such sale. We will pay all expenses relating to any demand or piggyback registration, except for underwriters’ or brokers’ commissions or discounts. The securities covered by the registration rights agreement will no longer be registrable under the registration rights agreement if they have been sold to the public either pursuant to a registration statement or under Rule 144 promulgated under the Securities Act of 1933, as amended.

Wheatland Transaction Registration Rights Agreement. In March 2012, the Company entered into a Reorganization and Purchase and Sale Agreement (the “Purchase and Sale Agreement”) with Wheatland Oil Inc. (“Wheatland”) and the shareholders of Wheatland. Wheatland was owned 75% by the Hamm Revocable Trust and 25% by Jeffrey B. Hume, the Company’s Vice Chairman of Strategic Growth Initiatives.

Pursuant to the Purchase and Sale Agreement, we entered into a registration rights agreement granting the Hamm Revocable Trust and Mr. Hume registration rights for the shares of Common Stock they received, at the direction of Wheatland, upon the closing of the acquisition (the “Registrable Securities”). The Hamm Revocable Trust transferred the Registrable Securities held by it to the Family LLC as part of the September Transfer. As a result, the rights of the Hamm Revocable Trust under this registration rights agreement may be assigned to the Family LLC at the direction of the Hamm Revocable Trust and Family LLC. Under the registration rights agreement, each holder of Registrable Securities has demand and “piggyback” registration rights. The demand rights enable each of the holders of Registrable Securities to require us to register their respective shares of Registrable Securities with the SEC at any time, subject to certain limited exceptions, including the requirement that the aggregate proceeds from the demand registration exceed $40 million (net of underwriting discounts and commissions) and the Company is not required to effect more than four demand registrations in any three-year period. The piggyback rights allow each of the holders of Registrable Securities to register their Registrable Securities along with any shares we register with the SEC. These registration rights are subject to customary conditions and limitations, including the right of the underwriters of an offering to limit the number of shares.

Shelly Lambertz Compensation

During 2019, in connection with her service as the Company’s Vice President, Human Resources, Ms. Lambertz received the following compensation: (i) annual base pay of approximately $267,000, with an annual cash incentive bonus target of 40% of her annual base pay; (ii) a target annual stock grant value of $300,000; and (iii) participation in the Company’s benefits programs on terms consistent with the Company’s standard practices for employees hired at Ms. Lambertz’s level. When employees are hired they typically receive a stock grant equivalent to three years of their annual target value, vesting ratably over a three-year period. The value of the stock awarded to Ms. Lambertz in connection with her employment, in 2018, was consistent with the Company’s typical practice. In February of 2019, Ms. Lambertz received an award of 2,193 shares of restricted Common Stock, vesting February 2022. The total number of shares of restricted Common Stock held by Ms. Lambertz at December 31, 2019 was 12,439 shares.Ms. Lambertz is the daughter of Mr. Hamm.

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In February, 2020, Ms. Lambertz was promoted to Chief Culture Officer and Senior Vice President, Human Resources. In connection with her promotion, Ms. Lambertz received the following compensation: (i) annual base pay of $308,000, with an annual cash incentive bonus target of 50% of her annual base pay; (ii) a target annual stock grant value of $550,000; and (iii) participation in the Company’s benefits programs on terms consistent with the Company’s standard practices for employees hired at Ms. Lambertz’s level. Ms. Lambertz also received an additional aggregate amount of $180,375 added to existing restricted stock awards vesting from 2020 to 2022, with $18,000, $13,500, $90,000, $31,500 and $27,375 in value being added to the shares vesting in each of May 2020, November 2020, May 2021, November 2021, and February 2022, respectively. The grant related to the additional amount described above was made in February 2020. Due to the current economic environment, Ms. Lambertz has elected to forego any increase in her base salary resulting from her promotion effective March 8, 2020, for an indefinite period.

Justin Rangel Compensation

In January 2020, Justin Rangel, the son of Ramiro Rangel, one of our executive officers, joined the Company as a crude oil scheduler. The compensation package awarded to Mr. Rangel in connection with his employment is as follows: (i) annual base pay of $84,500, with an annual cash incentive bonus target of 15% of his annual base pay; (ii) a target annual stock grant value of $14,000; and (iii) participation in the Company’s benefits programs on terms consistent with the Company’s standard practices for employees hired at Mr. Rangel’s level. When employees are hired they typically receive a stock grant equivalent to three years of their annual target value, vesting ratably over a three-year period. Mr. Rangel has received such a grant. The value of the stock awarded to Mr. Rangel in connection with his employment was consistent with the Company’s typical practice.

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Director Compensation

The Compensation Committee reviews annually the total compensation paid to ournon-employee directors. The purpose of the review is to ensure the level of compensation is appropriate to attract and retain a diverse group of directors with the breadth of experience necessary to perform our Board’s duties, and to fairly compensate our directors for their service. This review includes consideration of qualitative and quantitative factors. To ensure directors are compensated relative to the scope of their responsibilities, the Compensation Committee considers: (a) the time and effort involved in preparing for Board, committee and management meetings and the additional duties assumed by committee chairs; (b) the risks associated with serving on the Board; and (c) the compensation paid to directors at a peer group of companies as reported by the Compensation Committee’s compensation consultant.

The following table summarizes the compensation ofnon-employee directors for the year ended December 31, 2019:

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We reimburse all directors for reasonableout-of-pocket expenses incurred in connection with their services as directors in accordance with our general expense reimbursement policies.Non-employee directors may participate in our medical and dental benefit programs, which are available to all full-time employees, as well as the Company’snon-qualified deferred compensation program (“DCP”). Nonon-employee director participated in the DCP during 2019. Information regarding Mr. Hamm’s participation in the DCP can be found in the 2019 Nonqualified Deferred Compensation Table on page 38.

During 2019, the amount of the base annual retainer was $60,500. The amount of the annual retainer paid to the chair of the Audit Committee was $25,000; the amount of the annual retainer paid to the chair of the Compensation Committee was $15,000; and the amount of the annual retainer paid to the chair of the Nominating/Corporate Governance Committee was $16,000. During 2019, the annual retainer for Audit Committee members was $21,875; the annual retainer for Compensation Committee members was $11,765; and the annual retainer for Nominating/Corporate Governance Committee members (except for Mr. Hamm and Ms. Lambertz) was $10,765. The retainer structure described in this paragraph remains in effect as of April 2, 2020.

Any applicable annual retainer was paid quarterly on apro-rata basis and the amounts appearing in the table above reflect the retainer rate applicable to the quarter in which it was paid.

During 2019, the amount of the annual retainer for the position of Lead Director was $12,000 and this rate remains in effect as of April 2, 2020.

In addition to cash compensation, we have awarded and intend to continue to award restricted Common Stock to each of ournon-employee directors, as described in Footnote 2 to the 2019 Director Compensation Table on page 20. On November 20, 2019, Mr. Taylor received a grant of 3,887 shares; which vests on May 15, 2020; in connection with his appointment to the Board as anon-employee director. Historically, we have granted eachnon-employee director shares of restricted stock annually, with such shares vesting three years after the date of grant. The Board is transitioning stock awards tonon-employee directors away from shares which vest three years from the grant date to shares which vest one year from the grant date. The Board made the decision to transition away from stock awards with three year vesting, in order to align director compensation with year-long terms, in anticipation of shareholder approval of the Declassification Proposal. The number of shares of any future award will be impacted by the value of our stock at the time of the award and other relevant factors. Through the grant of equity-based compensation, we are able to align a portion of ournon-employee directors’ compensation with the performance of our Common Stock.

We have adopted a Common Stock ownership requirement fornon-employee directors. Eachnon-employee director is required to own shares of our Common Stock with a market value equal to at least five times the base annual retainer. In addition, we have a policy which prohibits certain employees and directors from holding our securities in a margin account or pledging our securities as collateral, unless permission is received from our General Counsel in writing. We also have a policy that prohibitsnon-employee directors from engaging in transactions which may hedge the value of our securities held by them. For a more detailed discussion of the policy described in the prior sentence, see “Hedging Policy” on page 35 below.

Until the stock ownership guideline is achieved, eachnon-employee director is required to retain 100% of the shares received as a result of restricted shares granted under our 2005 Long-Term Incentive Plan (the “2005 Plan”) and/or 2013 Long-Term Incentive Plan (the “2013 Plan”). The stock ownership calculation is determined as of December 31 each year based upon the average closing price of the Common Stock for the year compared to thenon-employee director’s base annual retainer as of such date. Shares owned directly by, or held in trust for, thenon-employee director or his or her immediate family members residing in the same household and unvested restricted shares are included in the calculation. The Compensation Committee reviewed thenon-employee directors’ stock ownership and determined as of December 31, 2019, eachnon-employee director was in compliance with the stock ownership guidelines.The Compensation Committee also determined as of December 31, 2019, Mr. Berry held sufficient shares to satisfy the ownership requirement applicable tonon-employee directors.

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Executive Compensation and Other

Information

Our current executive officers are named below:

The information appearing in the table above is as of April 2, 2020.

For a description of the business background and other information concerning Messrs. Hamm and Berry see “Proposal 1: Election of Directors—General” above.

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The purpose of this Compensation Discussion and Analysis is to explain the Company’s and Compensation Committee’s approach to determining the compensation program for the Company’s Chief Executive Officer, Chief Financial Officer and the other named executive officers appearing in the tables following this discussion (“NEOs”) and to discuss how the 2019 compensation package for these executives was determined. Following this discussion are tables that include compensation information for the NEOs. The NEOs for 2019 are as follows:

Harold G. Hamm, Executive Chairman (During 2019 Mr. Hamm was Chairman of the Board and Chief Executive Officer);

Jack H. Stark, President and Chief Operating Officer (During 2019 Mr. Stark was President);

John D. Hart, Senior Vice President, Chief Financial Officer and Treasurer;

Eric S. Eissenstat, Senior Vice President, General Counsel, Chief Risk Officer and Secretary;and

Patrick W. Bent, Senior Vice President, Operations

Although Mr. Berry is currently serving as our Chief Executive Officer, he did not assume that role until the 2020 year, therefore he not deemed to be a “named executive officer” pursuant to SEC rules for the 2019 year.

Executive Summary

In determining individual compensation, we consider the performance of the Company against specific operational and financial factors determined to be relevant for the period in question. We consider competitive market compensation paid by other companies comparable to us in size, geographic location and operations. We maintain and incorporate flexibility into our compensation programs and in the assessment process, which we believe is particularly important in the current commodity price environment, which remains volatile. As such, we do not apply rigid formulas in determining the amount and mix of compensation elements.

In 2019, the Compensation Committee evaluated how the following elements (collectively, the “Primary Compensation Elements”) of our compensation program compare to similar compensation awarded by the then current compensation survey group, with the Compensation Committee considering how the elements of our compensation compare to the target percentiles indicated below. The 2019 target levels were designed to emphasize compensation elements whose value depends on Company performance, with the opportunity for compensation between the 50^th and 75^th percentiles, while aligning the fixed compensation element, base salary, with the 50^th percentile.

Base salary – fixed cash component – generally set at the 50th percentile;

Cash bonus – short-term, variable cash component based on Company and individual performance—individual targets generally set between the 50th and 75th percentile; and

Long-term incentive equity awards – equity component with vesting periods designed to align the interests of executive and shareholders – generally set between the 50th and 75th percentile.

Based on the strength of 2018’s accomplishments, the need to ensure the Company’s compensation remains competitive with its industry peers and a review of the information customarily provided in connection with the compensation process, the Compensation Committee determined it was appropriate to adjust salaries in 2019. Bonus payments were also made with respect to 2019 based on the Company’s strong financial and operational performance. In determining the final Company performance factors to be used in the bonus calculation, the Compensation Committee considered the Company’s performance with respect to the seven bonus pool metrics and the additional factors described below in the discussion of the 2019 bonus. After considering these items, the Compensation Committee determined a Company performance factor of 123% appropriately reflected a balance of (x) the strong results achieved in connection with five of the seven bonus pool metrics and (y) the Committee’s assessment of the Company’s performance with respect to the additional factors described below.

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Initiated cash dividend to shareholders.

Initiated a share repurchase program and repurchased approximately $190.2 million of Common Stock in 2019.

Achieved full-year 2019 production growth of 14% compared to 2018.

Net cash provided by operating activities for 2019 totaled $3.1 billion.

In 2019, reduced total debt by $442 million.

Year-end 2019 proved reserves increased 6% (adjusted for 2019 divestitures) compared toyear-end 2018.

Continued to exercise capital discipline, reducingnon-acquisition capital expenditures by 6% in 2019 compared to 2018.

Maintainedlow-cost operations with production expenses of $3.58 per Boe and G&A expenses of $1.57 per Boe for 2019.

A discussion of the Company’s performance with respect to the metrics used for the Company’s 2019 annual cash bonus plan appears under the heading, “Annual Cash Bonus” below.

Base Salary – The base salaries of our NEOs were adjusted, in conjunction with our standard annual cycle, on average, 4.08%during 2019, based on the Company’s strong 2018 performance (salary adjustments occurred in February 2019).

Cash Bonus – For 2019, the individual bonus target levels for Mr. Hamm, Mr. Stark, Mr. Hart, and Mr. Eissenstat remained as set in 2018. The Compensation Committee did not adjust the bonus target levels for these individuals as their existing targets were both competitive by comparison to the defined survey group as well as internally equitable. Mr. Bent’s bonus target level was adjusted in June 2019 in connection with the change in his title from Senior Vice President, Drilling to Senior Vice President, Operations, as a result of the increase in the extent of his responsibilities for production related matters associated with the change in title. The targets for 2019 are set forth in the table below.

Long-term incentive equity awards – In February 2019, long-term incentive equity awards of restricted stock were made to each of our NEOs, with three-year cliff vesting at a level generally consistent with the targeted percentiles described above. Mr. Bent also received an award of restricted stock in August 2019 in connection with the change in his title and in consideration of his increased responsibilities for oversight of production related matters.

In addition, awards made to each of the NEOs also reflected the Compensation Committee’s evaluation of the performance of each of the NEOs with respect to the 2019 Performance Factors (as defined below) and other factors described below in connection with the discussion of each of the Primary Compensation Elements.

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The following charts illustrate the various components of total annual compensation for our Chief Executive Officer and the other NEOs as a group, and reflect the following: (i) annual base salary paid for 2019; (ii) the cash bonus for 2019 paid in February 2020; (iii) the grant date fair value of the long-term equity incentive awards granted in 2019 (which is the value of the awards based on accounting principles on the date of grant, and not necessarily reflective of the amounts the NEOs may receive at the time of settlement); and (iv) the other compensation for each NEO included in the Summary Compensation Table below.

Independent compensation consultants engaged by the Compensation Committee;

No individual employment agreements;

Majority of compensation is restricted stock awards with vesting periods designed to align interests of executives and shareholders;

Clawback policy applies to all executive officers;

Robust stock ownership requirements – 5x of base salary for the Executive Chairman, Chief Executive Officer and President and 3x of base salary for the other executive officers;

Industry-related peer compensation data considered in establishing compensation;

Minimal perquisites; and

Hedging of Company securities by executive officers is not allowed.

Executive Compensation Philosophy

We operate in a highly competitive environment for securing trained and qualified personnel. We believe the loss of the services of members of our senior management could impact on our operations. Accordingly, we have designed our executive compensation program to attract, retain and motivate experienced, talented individuals to achieve our primary business goals, using the business strategies discussed in greater detail in our Annual Report on Form10-K. We have also designed our executive compensation program to reward our executives for achieving the strategic and business objectives determined to be important to help the Company create and maintain an advantage in a competitive environment. Specifically, the Primary Compensation Elements of our executive compensation program are designed to reward the achievement of these objectives by:

providing objective-driven compensation opportunities that incentivize executives to achieve superior results for the Company and its shareholders;

aligning compensation with the Company’s short- and long-term business objectives; and

emphasizing the use of equity-based compensation to motivate the long-term retention of executives and align their interests with those of shareholders.

We do not apply rigid formulas in determining the amount and mix of compensation elements. For 2019 cash bonuses paid in February 2020, we considered the achievement of financial and operational goals only as part of establishing the aggregate bonus pool from which bonuses were paid to the NEOs and in connection with the determination of the Company multiplier described below in the

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discussion of the annual cash bonus. In connection with establishing the size of the aggregate bonus pool and determining the final Company multiplier, the Compensation Committee considered the Company’s performance with respect to the seven bonus pool metrics and the additional factors described below in the discussion of the 2019 bonus. After considering these items, the Compensation Committee determined a Company performance factor of 123% appropriately reflected a balance of (x) the strong results achieved in connection with five of the seven bonus pool metrics and (y) the Committee’s assessment of the Company’s performance with respect to the additional factors. During 2019, in determining individual compensation, we considered the performance of the Company against the following specific financial and operational factors: net cash provided by operating activities, return on capital employed, production growth, relative total shareholder return, reserve growth, health, safety and environmental performance, and proved developed finding and development cost per barrel of oil equivalent, as well as the Company’s performance against the key strategic and other initiatives described below in the discussion of the annual cash bonus, which were determined to be consistent with the Committee’s expectations (the “2019 Performance Factors”). We consider competitive market compensation paid by other companies comparable to us in size, geographic location and operations, but do not exclusively rely on such data to determine compensation for the NEOs. We maintain flexibility with respect to our compensation programs and the assessment process. This approach allows us to adjust to an evolving business environment and account for individual performance, which we believe is particularly important in the current dynamic commodity price environment. The total compensation of the Chief Executive Officer, which is significantly higher than our other NEOs, is commensurate with his role in the founding and development of the Company as well as leading the future success of the Company.

Compensation Setting Process

In general, the Compensation Committee evaluates how the Primary Compensation Elements of our compensation program compare to similar compensation awarded by the then current compensation survey group. Although the Compensation Committee’s general approach is to award each element of compensation to align as closely as possible to the percentiles indicated above, the Compensation Committee considers an individual executive officer’s performance and the external business environment, and any final compensation reflects the Compensation Committee’s discretion. The Compensation Committee believes targeting base salary at the 50^th percentile and cash bonus between the 50^th and 75^th percentile results in competitive cash compensation while preserving considerable upside potential in connection with cash bonus awards should Company and individual executive performance merit a higher bonus. The Committee believes targeting long-term incentive equity awards between the 50^th and 75^th percentile helps align overall pay with shareholder interests, by putting greater weight on an element of compensation which directly reflects the performance of the Company. Additional detail regarding the actions of the Compensation Committee with respect to each of the Primary Compensation Elements appears in the discussion of “Elements of Compensation” below.

At the 2019 Annual Meeting, shareholders approved through anon-binding advisory vote, the compensation of our named executive officers. Following the 2017 Annual Meeting, the Board determined to hold an advisory shareholder vote on the compensation of the Company’s named executive officers annually. This pattern will continue until the next required advisory vote on the frequency of shareholder votes on the compensation of executives, which will occur no later than our Annual Meeting of Shareholders in 2023. The Compensation Committee views the 98% vote in favor of approving the compensation of the Company’s named executive officers received in 2019 as a validation of the Company’s approach to executive compensation and determined, subject to the modifications discussed below, it was appropriate to continue structuring the compensation of the Company’s NEOs consistent with its compensation philosophy. Anon-binding advisory vote will be conducted again in connection with the Annual Meeting.

During 2019, the Compensation Committee primarily considered the individual performance of our NEOs with regard to 2019 Performance Factors in the determination of each officer’s compensation. Variations in individual awards made to each of the NEOs are

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impacted by the Compensation Committee’s evaluation of a given NEO’s performance with respect to such factors. In addition, in 2019, with respect to all elements of compensation other than the bonus for 2019 paid in February 2020, the Compensation Committee considered input provided by our Chief Executive Officer and President as described under “Role of Management” below and this process also drives variation in individual awards made to each of the NEOs, with respect to such compensation. Starting January 1, 2020, Mr. Hamm assumed the role of Executive Chairman. As a result, the Committee considered input provided by the Executive Chairman, in addition to the input provided by our Chief Executive Officer and President and Chief Operating Officer with respect to the bonus for 2019 paid in February 2020. It is expected that in 2020, the Executive Chairman will provide input regarding the compensation to be paid to our executive officers by reviewing the recommendations made by our Chief Executive Officer and President and providing feedback with respect to such recommendations.

the overall performance of the Company;

the executive’s contribution to the overall performance of the Company;

the executive’s business responsibilities;

the executive’s compensation relative to other executives;

the executive’s current compensation arrangements; and

the executive’s contribution to enhancing the ability of the Company to generate long-term shareholder value.

During 2019, once our Executive Chairman, Chief Executive Officer and President made their compensation recommendations as described above, the Compensation Committee reviewed their recommendations and decided whether to make any changes in order to adequately meet our compensation objectives and approach on an individual basis. No adjustments were made to our Executive Chairman’s compensation (for service as our Chief Executive Officer during 2019) by the Board after his compensation was set by the members of the Compensation Committee. The independent members of our Board unanimously affirmed the cash bonus award and other compensation set by the Compensation Committee for our Executive Chairman, in respect of his service as our Chief Executive Officer during 2019.

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Starting October 2019, the Compensation Committee also retained the services of an independent compensation consulting firm, Meridian. Meridian reports directly to the Compensation Committee. During 2019, Meridian provided analysis regarding executive officer compensation. The results of the analysis were summarized for the Compensation Committee in order to provide ayear-end market assessment. Since the purpose of Meridian’s engagement was to provide compensation recommendations for 2020 and beyond, none of the information communicated to the Compensation Committee impacted the bonus program or any individual awards relevant to 2019 executive officer compensation. During 2019, Meridian provided no services other than the executive officer compensation studies requested by the Compensation Committee, resulting in total fees of less than $120,000.

The Compensation Committee has assessed the independence of Longnecker in accordance with standards set forth in rules established by the NYSE and promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and concluded no conflict of interest exists that prevented Longnecker from independently representing the Compensation Committee. The Compensation Committee also assessed the independence of Meridian based on the same standards and concluded there was no conflict of interest that prevented Meridian from independently representing the Compensation Committee in connection with work it performed during 2019.

In selecting the 2019 Survey Group, the Compensation Committee considered the location of operations, market capitalization, revenue, assets, net income, production profile of oil versus gas, as well as other factors to determine the most relevant subset of the E27 Survey Group member companies for comparison purposes. The E27 Survey Group is a group of energy companies assembled for the purpose of providing industry participants survey information to be used in making compensation decisions. In February 2019, the time when the majority of each NEO’s compensation for 2019 was determined, the 2019 Survey Group consisted of 20 independent, publicly traded and privately held exploration and production companies, other than the Company, with a median revenue of approximately $4.1 billion as ofyear-end 2018, which is comparable to the Company’s revenue of approximately $4.7 billion for 2018. In May 2019, the following companies were removed from the 2019 Survey Group: Anadarko Petroleum Corporation, EP Energy Corporation, Hunt Oil Company, Newfield Exploration Co. (due to acquisition), Merit Energy Co., QEP Resources, Inc., Range Resources Corporation, SandRidge Energy, Inc., SM Energy Company, and Southwestern Energy Company. The following companies were added in May 2019: Apache Corporation, Marathon Oil Company, and Oasis Petroleum Inc. The changes occurring in May resulted from the Compensation Committee’s determination the changes were needed to eliminate companies whose scale of operations were no longer comparable to those of the Company and to add companies whose operations are similar in scope. Due to the timing of these changes, they had minimal impact on 2019 compensation.

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Elements of Compensation

The table below describes each of our Primary Compensation Elements, the purpose of each element, and how each element fits within the Company’s compensation philosophy and objectives.

With the exception of Mr. Bent, the salaries listed above went into effect in February 2019, and remained in effect for the remainder of the year. In the future, we expect the base salaries of the NEOs will be reviewed on an annual basis and adjusted as necessary to remain competitive. Mr. Bent’s salary was set at $490,196 in February 2019, but was adjusted to the amount shown in the table in June 2019, in connection with the change in his title and responsibilities discussed above.

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Under the CLR Bonus Plan, the bonus pool is initially set based on the aggregate target bonus amount of all employees participating in the CLR Bonus Plan (referred to herein as the “Target Pool Size”). For 2019, the size of the bonus pool was initially set within a range based on the following factors: net cash provided by operating activities (25%); return on capital employed (25%); production growth (15%); relative total shareholder return (10%); reserve growth (10%); health, safety and environmental performance (10%); and proved developed finding and development cost per barrel of oil equivalent (5%). With respect to the bonuses paid for 2019, the Compensation Committee evaluated the factors of the CLR Bonus Plan described above as presented by management and determined the factors and their respective weightings to be appropriate.

The Compensation Committee has complete discretion to increase, decrease or leave the size of the pool unchanged. In making the determination whether to adjust the size of the pool, the Compensation Committee considered such matters as it deemed relevant, including the Company’s performance against key strategic and other initiatives identified by the Compensation Committee in areas such as production costs and cycle times, maintenance of financial and other ratios, budget compliance and business process improvements. The size of the bonus pool as determined by the Compensation Committee is referred to herein as the “Final Pool Size.” The ratio of the Final Pool Size to the Target Pool Size is used to determine the Company multiplier in the calculation of an individual’s bonus amount under the CLR Bonus Plan.

For 2019, the Compensation Committee set the Company performance factor based on the following estimates provided to the Committee in connection with the seven metrics: net cash provided by operating activities—$3.116 billion; return on capital employed—11.1%; production growth—14.2%; relative total shareholder return – 25^th percentile relative to the peer group listed below;reserve growth—6.4%; health, safety and environmental performance of 137% of target; and proved developed finding and development cost per barrel of oil equivalent—$11.46. Except for the fourth and seventh metrics described above, the Company’s performance in these areas was above internal expectations and resulted in an initial performance factor of 123%for the Company multiplier portion of the CLR Bonus Plan. The Compensation Committee also reviewed Company performance against the key strategic and other initiatives described in the paragraph above. After consideration, the Committee determined a final Company performance factor of 123% appropriately reflected Company performance for 2019, and struck the appropriate balance between (x) the strong results achieved in connection with five of the seven bonus pool metrics described above, and (y) the Committee’s assessment of the Company’s performance with respect to the additional matters described above. The Compensation Committee determined the Company’s performance with respect to the key strategic and other initiatives was consistent with its expectations for 2019, and determined it was not necessary to adjust the initial performance factor of 123%. Proved developed finding and development cost per barrel of oil equivalent represents the Company’s net exploration and development costs incurred for operated wells having first production in 2019 divided by the net estimated recoverable reserves for those wells expressed in barrels of oil equivalent. Return on capital employed represents net income attributable to the Company beforenon-cash gains and losses on derivatives, income taxes,non-cash equity compensation expense, interest expense, and losses on extinguishment of debt, the result of which is divided by average capital employed for the year, with capital employed representing the sum of total debt and total shareholders’ equity attributable to the Company. Relative total shareholder return represents the percentage change in the Company’s stock price as compared to the companies listed in the table below. For 2019, we compared the 60 day moving average price at 2019year-end to the 60 day moving average price at 2018year-end. The table below lists the companies other than the Company used to determine relative total shareholder return for the bonus for 2019 paid in February 2020:

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Individual awards for participants in the CLR Bonus Plan in connection with the bonuses for 2019 which were paid in February 2020, were calculated utilizing the following formula:

Base Earnings x Target Bonus x Company Multiplier x Individual Multiplier = Initial Bonus Amount

For purposes of this formula, “base earnings” refers to the actual amount paid in respect of salary during 2019. Except for Mr. Hamm, the individual multiplier for the 2019 bonuses was based on the Compensation Committee’s review of the 2019 Survey Group and the subjective evaluation of each of the NEO’s supervisor or supervisors. Mr. Hamm’s individual multiplier was determined based on the subjective evaluation of the Compensation Committee. The subjective evaluation of each NEO was primarily based on an evaluation of each NEO’s contributions to the Company’s performance with respect to the 2019 Performance Factors relevant to that NEO. For 2019, after calculating the Company multiplier based on the measures and methodology described above, individual differences resulted from the subjective evaluation of performance that determined each NEO’s individual multiplier. In making its evaluation, where applicable, the Compensation Committee places significant weight on input provided by our Executive Chairman, Chief Executive Officer and our President, as described above.

Once the NEOs’ Initial Bonus Amounts were calculated, they were presented by Messrs. Hamm, Berry and Stark to the Compensation Committee for review, and in the case of Mr. Hamm also presented to the Board, both of which had the discretion to increase or decrease individual Initial Bonus Amounts and determine final awards.Using the factors described previously, the Compensation Committee determined the final awards were appropriate and approved the bonuses for 2019 as presented by management.

The following table shows target annual cash bonus amounts as a percentage of base earnings for each of the NEOs in connection with the bonuses for 2019 which were paid in February 2020 under the CLR Bonus Plan:

Annual cash bonuses for the NEOs are determined concurrently with theyear-end audited financial statements and reserve report. We have adopted a clawback policy that is applicable to the bonus for 2019 paid in February 2020 and to future awards under the CLR Cash Bonus Plan. For more information regarding the clawback policy, please see “CLR Clawback Policy” on page 34 below.

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The awards for each of the NEOs other than Mr. Hamm were approved by the Compensation Committee. Mr. Hamm’s award was approved by the Compensation Committee and by the full Board based on the recommendation of the Compensation Committee, with Mr. Hamm abstaining.

The long-term incentive award for each NEO is determined at the discretion of the Compensation Committee using the approach described above under “Executive Summary—Compensation Philosophy and Components.” Differences in long-term incentive awards are based on the Compensation Committee’s subjective evaluation of the expected relative individual contribution to the achievement of our long-term financial and operating results. The value of unvested equity awards held by an individual is expected to be a factor considered in future awards.

The vesting provisions of the awards encourage our officers to remain in our employ in order to realize these forms of compensation. Our current equity programs consist of restricted stock awards, which we believe are stronger motivational tools for employees when compared to alternatives such as stock options. Restricted shares provide some value to an employee during periods of stock market volatility, while stock options may have limited perceived value and may do little to retain and motivate employees when the current value of our stock is less than the option price. Although our 2013 Plan allows for various equity instruments, we intend to make future grants primarily in the form of restricted stock.

The restricted stock awards provide for immediate vesting upon a change in control, as defined by the 2013 Plan. We would likely need the assistance of several key employees to successfully conclude a transaction resulting in a change in control. We believe immediately vesting the awards may serve to reduce concerns, other than continued employment, such employees may have with respect to any potential change in control transaction and may motivate them to complete the transaction.

We have a policy which prohibits our directors and certain employees, including our executive officers, from holding our securities in a margin account or pledging our securities as collateral, unless permission is received from our General Counsel in writing. We also have a policy that prohibits the same group from hedging any Company securities held by them. For a discussion of our hedging policy, see “Hedging Policy” on page 35 below.

The Company has a Common Stock ownership requirement for our executive officers. Each such officer is required to own shares of our Common Stock at least equal to a specified multiple of such officer’s base salary. The table below lists base salary multiples applicable to the different positions within this group:

Until the stock ownership guideline is achieved, each such officer is required to retain 100% of the “net shares” received as a result of restricted shares granted under our 2013 Plan. “Net shares” are the number of shares that remain after shares are sold or withheld to pay withholding taxes. The calculation is determined as of December 31 each year based upon the average closing price of the Common Stock for the year compared to the officer’s base salary as of such date. Shares owned directly by, or held in trust for, the officer or his or her immediate family members residing in the same household and unvested restricted shares are included in the calculation.

The Compensation Committee reviews the compliance of each executive officer with the stock ownership guidelines each year and reduces or eliminates future restricted stock grants under the 2013 Plan for any executive officer not in compliance with the stock ownership guidelines. The Compensation Committee reviewed the NEOs’ and other applicable officers’ stock ownership as of December 31, 2019 and determined each NEO and other applicable officers were in compliance with the guidelines.

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The purpose of the DCP is to (i) give DCP participants, including the NEOs, an additional tool to use in planning their savings and for retirement; and (ii) provide a vehicle to allow employee DCP participants, all of whom are limited in their participation in the Company’s 401(k) (as defined below) due to limits imposed under federal tax rules (“Limits”), to receive similar benefits in connection with Company matching contributions as employees whose ability to receive Company matching contributions is not impacted by the Limits. The DCP permits the Company to make discretionary matching and other contributions to a participant’s account, although the Company did not make any such contributions to the NEOs’ accounts during the 2019 year. For a description of the material features of the DCP see the narrative “Description of Deferred Compensation Plan” on pages 39 and 40 below.

In 2019, we allowed Mr. Hamm and Mr. Stark to use the corporate aircraft for personal trips. The value of such trips is calculated according to IRS guidelines and reported as taxable income to him. On occasion the spouses and guests of NEOs may accompany them on business-related trips. Aircraft usage and travel by spouses and guests are valued for disclosure in our proxy statement based on the aggregate incremental cost to us.

We have a defined contribution retirement plan (“401(k)”) covering all full-time employees. Our contributions to the plan are discretionary and based on a percentage of eligible compensation. The 401(k) provides for Company dollar for dollar matching of up to a maximum of 10% of a covered employee’s eligible compensation, depending on the employee’s level of contribution into the employee’s account and subject to IRS limits.

All full-time employees may participate in our health and welfare benefit programs, including medical, dental, vision care, life insurance and disability insurance. We provide all full-time employees with life insurance coverage of the lesser of two times base salary or $1,000,000 and allow them to purchase supplemental coverage.We do not sponsor any qualified ornon-qualified defined benefit plans.

In order to be subject to recovery, an award must have been based in whole or in part on measures impacted by the restatement. The amount to be recovered is any excess value received by the executive officer as a result of the measures impacted by the restatement. Any matching award under the Company’s DCP impacted by the measures subject to restatement is also subject to recovery. The Compensation Committee has discretion to determine how recovery is to be achieved, which may include, among other things, seeking reimbursement, cancelling other outstanding equity awards or reducing future compensation. Simple interest will be applied to any recovery amount.

Since all current outstanding equity awards are restricted stock awards subject to time-based vesting, and we have not made matching awards under the DCP since 2015, the only compensation that may be subject to the policy as of the date of this proxy statement are awards made under the CLR Bonus Plan. In order to receive a CLR Bonus Plan award, each executive officer must execute an agreement agreeing to abide by the terms of the clawback policy. Each executive officer executed such an agreement in connection with the bonus for 2019, paid in February 2020.

The clawback policy is administered by the Compensation Committee. The Compensation Committee has discretion to waive or limit the amount to be recovered under the clawback policy if it determines such action is justified in its business judgment. Among others, circumstances that may be considered by the Compensation Committee in exercising discretion to waive or limit recovery are the passage of time, whether the cost of recovery outweighs the benefit to the Company, and whether the recovery will remedy the wrongful conduct or aid in preventing its recurrence.

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Impact of Accounting and Tax Treatment

We believe it is important to have flexibility in designing the compensation program in a manner to achieve the objectives described above under “Compensation Objectives.” Therefore, while we consider the accounting and tax treatment of certain forms of compensation in the design of our compensation program, the accounting and tax treatment is not a determinative factor.

Prior to 2018, under Section 162(m) of the Internal Revenue Code, a publicly-held company could deduct for federal tax purposes no more than $1,000,000 of annual compensation paid to its principal executive officer and each of its three other most highly-paid officers other than the principal financial officer, unless the compensation was “performance-based compensation.” Beginning with 2018, Section 162(m) of the Code generally does not contain an exception for “performance-based compensation.” Therefore, we do not expect the restrictions of Section 162(m) of the Code to play any role in our compensation decisions going forward.

Our insider trading policy provides that certain employees and all directors may not purchase or sell puts or calls to sell or buy our securities or engage in short sales with respect to our securities.Certain employees and all directors are also prohibited from holding our securities in a margin account or pledging our securities as collateral for a loan, unless permission is received from our General Counsel in writing. The purchase or sale of stock by our officers, directors and certain employees may only be made during a window of time described in our policy and after approval by our General Counsel.

We have a policy that prohibits our directors and certain employees, including our executive officers, from engaging in transactions which may hedge the value of our securities, including, without limitation, buying or selling puts and calls for, or engaging in short sales of, our securities. While the policy does not specifically address prepaid variable forward contracts, equity swaps, collars and exchange funds, in applying the policy, the Company would consider these transactions to be hedging transactions. This policy applies to all types of awards under our 2013 Plan, including awards of restricted Common Stock, which are the only types of awards currently outstanding under our 2013 Plan and also applies to Company securities otherwise acquired by our directors, executive officers and certain other employees. Employees, including our executive officers, are selected to be subject to this policy based on their access to material information about our Company, as part of theirday-to-day responsibilities. Directors are also included in this policy based on their access to material information about the Company. The purpose of the prohibition against hedging is to align the interests of our directors and the employees described above with the performance and prospects of the Company.

In accordance with its written charter adopted by the Board, the Compensation Committee of the Board is responsible for overseeing awards to employees of stock or other equity compensation and determining and approving the individual elements of the total compensation of the Chief Executive Officer, the other NEOs and other senior executive officers and recommending the compensation of the Chief Executive Officer for approval by the Board. The Compensation Committee is also obligated to communicate to shareholders information regarding the factors and criteria on which the Chief Executive Officer’s compensation was based, including the relationship of the Company’s performance to the Chief Executive Officer’s compensation, and the specific relationship of corporate performance to executive compensation overall.

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis (“CD&A”) above with management. Based on this review and discussion, the Compensation Committee recommended to the Board that this CD&A be included in this Proxy Statement.

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The following table sets forth the compensation of our Principal Executive Officer, Principal Financial Officer, and the three other most highly compensated executive officers during 2019. We refer to these five individuals collectively as the “NEOs” for 2019. Mr. Hamm served as our Chief Executive Officer during 2019, and assumed his current role as our Executive Chairman on January 1, 2020. As result, Mr. Hamm appears in the table below as our Principal Executive Officer. The title appearing in the table below, and the tables that follow, is his current title. Compensation is shown for years 2017, 2018 and 2019, as applicable.

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The following table reflects information concerning awards of restricted stock granted to our NEOs during the fiscal year ending December 31, 2019 under the Company’s 2013 Plan:

The following table shows the percentage of base salary and bonus that each NEO received or earned with respect to 2019 as compared to that NEOs total compensation for 2019:

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The following table reflects unvested restricted stock held by our NEOs as of December 31, 2019:

The following table reflects information concerning shares of restricted stock held by NEOs that vested during 2019:

The following table sets forth our NEOs’ information regarding the DCP, including, with respect to each officer: (i) the aggregate contributions made by the officer; (ii) the employer contribution; (iii) the aggregate interest or other earnings accrued; (iv) aggregate withdrawals and distributions; and (v) the total balance of the officer’s account.

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On September 20, 2013, the Board, based upon the recommendation of the Compensation Committee, established the DCP.

The purpose of the DCP is to (i) give DCP participants andnon-employee directors an additional tool to use in their personal financial planning; and (ii) provide a vehicle to allow employee DCP participants, all of whom are limited in their participation in the Company’s 401(k) plan due to the Limits, to receive similar benefits in connection with Company matching contributions as employees whose ability to receive Company matching contributions is not impacted by the Limits. The DCP permits the Company to make discretionary matching and other contributions to a participant’s account and the matching and discretionary contributions approved in connection with the DCP are intended to facilitate the purpose described in (ii) above.

The DCP is not intended to constitute a “qualified plan” subject to the limitations of Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”), nor is it a “funded plan” for purposes of the Code. Benefits under the DCP constitute an unfunded general obligation of the Company. The DCP is designed to provide directors and select management or highly compensated employees of the Company the opportunity to defer the payment of all or a portion of their base pay and cash incentive awards (to the extent a participant is eligible to receive such awards).

Each year the DCP permits participants to elect to defer: (i) up to 100% of base pay (cash fees in the case of directors) for a calendar year and (ii) up to 100% of any cash incentive award received by the employee participant for a performance year. DCP participants are 100% vested in any amounts they deferred pursuant to the alternatives described in the prior sentence. The DCP permits discretionary contributions by the Company, which are subject to a vesting schedule, as described below, at the discretion of the DCP Administrator.

As permitted by the DCP, matching contributions have been approved enabling employee participants to receive matching under the DCP for up to 10% of their total cash compensation, including salary and bonus deferrals. The approved match was intended to align with the amount employee participants would have received under the 401(k) plan, but for the Limits and is given subject to terms and conditions applicable to matching contributions under the 401(k) plan. As a result of the continued volatile commodity price environment, the Company suspended the match described above for 2019, and the suspension was applicable to any bonus paid in February 2020 for 2019 under CLR’s Cash Bonus Plan. All matching has been suspended since 2016.

Distribution of DCP amounts deferred in connection with 2014 will occur upon a participant’s separation from service with the Company. The Company requires a six month delay in the payment of DCP benefits if the participant is a “specified employee” pursuant to Section 409A of the Code at the time of his or her separation from service with the Company, and an earlier payment would result in the imposition of an excise tax on the participant if the amounts were received at the time of his or her separation (the “Specified Employee Delay”). In addition, in connection with amounts deferred in respect of 2014, distribution of DCP accounts and vesting of any Company contributions will result from any of the following events: (i) Change of Control (as defined in the DCP); (ii) a participant’s death or Disability (as defined in the DCP); (iii) a participant’s Normal Retirement (as defined in the DCP); and (iv) a participant’s Involuntary Termination (as defined in the DCP).

Distribution of DCP amounts deferred after 2014 will occur, subject to limited exceptions, based on the election of the participant to receive a distribution upon a fixed date chosen by the DCP participant, the participant’s Termination of Employment (as defined in the DCP), or a Change of Control. In addition, distribution of DCP amounts deferred after 2014 will occur in the event of the participant’s death or Disability. In connection with these distribution events, participants can choose, except in the case of death or Disability, to receive distributions in a lump sum or installments. In the case of death or Disability, the distribution will be made in a lump sum. Participants also have the ability to elect a lump sum distribution if a Change of Control or Involuntary Termination occurs after a participant has started to receive distributions after a fixed date. Distributions described above are also subject to the Specified

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Employee Delay. Finally, vesting restrictions on any amounts deferred after 2014 will lapse in connection with any of the following events: (i) Change of Control; (ii) participant’s death or Disability; and (iii)  a participant’s achievement of Normal Retirement Age (as defined in the DCP).

Earnings reflect the returns produced by the investments selected by the applicable named executive officer. The investment options available to the NEOs are asub-set of the investment options available under the Company’s 401K Plan. As of December 31, 2019, investment options consisted of the following (returns for 2019 noted in parentheses): Fidelity^® High Income (14.25%), Oakmark Equity & Income I (19.31%), TRP Retirement 2005 (15.17%), TRP Retirement 2010 (16.22%), TRP Retirement 2015 (17.53%), TRP Retirement 2020 (19.47%), TRP Retirement 2025 (21.2%), TRP Retirement 2030 (22.7%), TRP Retirement 2035 (23.99%), TRP Retirement 2040 (24.95%), TRP Retirement 2045 (25.59%), TRP Retirement 2050 (25.67%), TRP Retirement 2055 (25.65%), TRP Retirement 2060 (25.7%), Fidelity^® Contrafund^® K (30.17%), Fidelity Spartan^® 500 Index Advtg^® (31.47%), Fidelity^®Low-Priced Stock (25.81%), MFSMid-Cap Value Equity I (31.08%), Fidelity Spartan^® Extnd Mkt Idx Advtg (28.0%), Driehaus Emrg Mkts (25.34%), Eagle Mid CP Grth R6 (35.02%), Metwest Total Return Bond (9.23%), Fidelity Spartan^® Intl Idx Advtg (22.0%), American Beacon Small Cp Val Inst (23.51%), American Funds EuroPacific Growth Fund (27.4%), JH Disciplined Value Fund R6 (22.79%), and Wells Fargo SM Co Growth IS (26.46%). The Company does not guarantee a level of investment return.

We do not maintain employment, severance or change in control agreements with our NEOs outside of the potential acceleration provisions described below with respect to our equity awards. We discussed our rationale for providing change in control equity vesting above under “Compensation Discussion and Analysis.”

Vesting of Restricted Stock on Change in Control. All of our employees’ and directors’ unvested shares of restricted stock will vest if a change in control occurs as defined in their respective stock award agreements. These agreements are subject to the provisions of the 2013 Plan. The 2013 Plan contains customary change in control provisions.

Listed in the following table is the value of unvested shares of restricted stock held by our NEOs as of December 31, 2019, which would fully vest and be immediately available in the event of a change in control under the 2013 Plan. The table assumes a change in control occurred on December 31, 2019 and theper-share value is $34.30, the closing price of our Common Stock as of December 31, 2019:

Distributions in Connection with DCP.Under the terms of our DCP, distributions of deferred compensation and accelerated vesting of Company contributions may occur in connection with change of control or a participant’s termination. A description of such distributions and accelerated vesting, as well as the circumstances triggering these events with respect to Messrs. Hamm, Stark, Hart, Eissenstat and Bent appear above on page 39 in the description of our DCP appearing under the heading “Description of Deferred Compensation Plan.”

Our officers, directors, and certain other employees have entered into customary indemnification agreements with us, pursuant to which we have agreed to indemnify our officers and directors to the fullest extent permitted by law.

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We believe our executive compensation program is appropriately structured and not reasonably likely to result in risks that could have a material adverse effect on us. We believe our approach of subjectively evaluating performance results of each executive assists in mitigating excessive risk-taking that could harm our value or reward poor judgment by our executives. Several features of our programs reflect sound risk management practices. We believe we have allocated our compensation among base salary and short and long-term compensation opportunities in such a way as to discourage excessive risk-taking. Further, one of the primary factors we take into consideration in setting compensation is the performance of the Company as a whole. This is based on our belief that applying Company-wide metrics encourages decision-making that is in the best long-term interests of the Company and our shareholders as a whole. Finally, the time-based vesting over a multi-year period for our long-term incentive awards ensures our employees’ interests align with those of our shareholders for the long-term performance of our Company.

The 2019 compensation disclosure ratio of the median total compensation of all Company employees to the annual total compensation of Mr. Hamm, our then Chief Executive Officer, who was our principal executive officer at December 31, 2019, is as follows:

2019 median employee total annual compensation: $127,231

2019 Chief Executive Officer total annual compensation: $12,746,088

2019 ratio of total annual compensation of Chief Executive Officer to median employee: 100:1

With respect to the ratio calculation, we identified the median employee by examining the 2019 compensation reported on FormW-2 for all individuals, excluding our Chief Executive Officer, who were employed by us (whether on a full-time, part time, seasonal or temporary basis) on December 31, 2019, the last day of our previous fiscal year. For such employees we did not make any annualizations, assumptions, adjustments (includingcost-of-living adjustments) or estimates with respect to the compensation reflected on the FormW-2s.

After identifying the median employee, we calculated the total annual compensation for such employee using the same methodology we use for our named executive officers as set forth in the Summary Compensation Table appearing on page 36 of this proxy statement.

Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the ratio reported above should not be used as a basis for comparison between companies.

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Security Ownership of Certain

Beneficial Owners and Management

The following table sets forth certain information concerning the beneficial ownership of our shares of Common Stock, as of March 18, 2020, by each person (other than our directors and executive officers) known by us to be the beneficial owner of more than 5% of the issued and outstanding Common Stock.

The following table sets forth certain information concerning the beneficial ownership of our shares of Common Stock as of March 18, 2020 by (a) each of our directors and director nominees, (b) each of the executive officers, and (c) all of our directors, director nominees and executive officers as a group. Each of the aforementioned persons has sole voting and dispositive power with respect to the shares listed in the table, except as otherwise indicated below.

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Proposal 2:

Approve an Amendment to Our Third

Amended and Restated Certificate

of Incorporation that Declassifies

Our Board of Directors

We are asking shareholders to approve an amendment to our Third Amended and Restated Certificate of Incorporation, as amended (the “Certificate”), to effect the declassification of our Board of Directors. If approved at the Annual Meeting, the declassification of our Board will give shareholders the ability to elect the entire Board on an annual basis starting with the 2021 Annual Meeting of Shareholders. The Board believes the Declassification Proposal is in the best interest of shareholders since it brings the Company’s corporate governance into greater alignment with best governance practices, by enhancing the accountability of the Board to shareholders.

Currently, our Certificate provides our Board is divided into three classes, with members of each class holding office for staggered three-year terms. One class of directors, representingapproximately one-third of our directors, stands for election at each annual meeting of shareholders. We are asking shareholders to approve an amendment to our Certificate to eliminate the three-year classified terms of our directors and provide instead for the annual election of all directors elected at our 2021 Annual Meeting of Shareholders, forone-year terms expiring at the next succeeding annual meeting, subject to a director’s earlier death, resignation, retirement, disqualification or removal from office. Further, in connection with the proposed declassification of the Board, we are also proposing to amend our Certificate so that a director elected or appointed by the Board to fill any vacancy on our Board will hold office for a term expiring at the annual meeting of shareholders following such appointment. If the Declassification Proposal is approved, the Class II directors elected at the Annual Meeting will be elected to serve until the 2021 Annual Meeting of Shareholders, and all directors

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will be up forre-election by shareholders at the 2021 Annual Meeting of Shareholders and will be elected forone-year terms to expire at the annual shareholders meeting in 2022. The proposed amendment will thus have the effect of shortening the existing terms of certain directors whose terms currently extend beyond the 2021 Annual Meeting of Shareholders. See “Proposal 1: Election of Directors” for a description of the terms of each class of our directors. If the Declassification Proposal is not approved at the Annual Meeting, then the classified Board structure described in the first two sentences of this paragraph will continue beyond the Annual Meeting and the Class II directors elected at the Annual Meeting will have terms that will continue until the 2023 Annual Meeting of Shareholders.

The description of the proposed amendment to the Certificate is qualified in its entirety by reference to the text of the proposed amendment, which is attached as Annex B to this proxy statement.

The Board recommends the shareholders vote “for” the Declassification Proposal.

Proposal 3:

Ratification of Selection of

Independent Registered Public

Accounting Firm

The Audit Committee has directed us to submit the selection of our independent registered public accounting firm for ratification by the shareholders at the Annual Meeting. The Audit Committee evaluates the selection of our independent registered public accounting firm each year, and has reappointed Grant Thornton as the Company’s independent registered public accounting firm to audit the consolidated financial statements of the Company for the year ended December 31, 2020. In determining to reappoint Grant Thornton as the Company’s independent auditor, the Audit Committee took into consideration a number of factors, including, but not limited to: Grant Thornton’s performance on prior Company audits; the quality and timeliness of the services and informative communications provided by Grant Thornton; the results of regulatory inspections performed on Grant Thornton audits; an assessment of Grant Thornton’s resources and expertise; Grant Thornton’s knowledge of the Company’s business and industry; Grant Thornton’s independence, objectivity and adherence to professional and ethical standards; the appropriateness of Grant Thornton’s fees relative to the services provided; and the frequency and quality of Grant Thornton’s interactions with the Audit Committee and the Company’s management. Grant Thornton has served as our independent registered public accounting firm since 2004.

Our Bylaws and other governing documents or law do not require shareholder ratification of the selection of Grant Thornton as our independent registered public accounting firm. However, the Audit Committee is submitting the selection of Grant Thornton to the shareholders for ratification as a matter of good corporate practice. If the shareholders fail to ratify the selection, the Audit Committee will reconsider whether to retain Grant Thornton. Even if the selection is ratified, the Audit Committee may in its discretion direct the appointment of a different independent registered public accounting firm at any time during the year if it determines such a change would be in our and our shareholders’ best interest.

The Board recommends the shareholders vote “for” the ratification of the selection of Grant Thornton as our independent registered public accounting firm for the year ending December 31, 2020.

In accordance with its written charter adopted by the Board, the Audit Committee of the Board assists the Board in fulfilling its responsibility for oversight of the quality and integrity of our accounting, auditing, and financial reporting practices. In addition to overseeing the audit of our financials by our independent registered public accounting firm, the Audit Committee reviews our unaudited quarterly financials with management. The Audit Committee is also responsible for oversight of the Company’s internal audit function

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and the Audit Committee meets periodically with the Company’s Director of Internal Audit to review the effectiveness of the internal audit function, internal audit plan and related internal audit activities. Lastly, the Audit Committee is tasked with overseeing the Company’s major financial risk exposures.

The Audit Committee is composed entirely of independent directors. Messrs. McCain and McNabb have been determined by the Board to be financial experts. The Audit Committee’s charter can be found in the Corporate Governance section of our website at www.CLR.com. A printed copy of the charter will be made available to any shareholder who requests it from our Secretary.

The Audit Committee reviewed and discussed our audited financial statements as of and for the fiscal year ended December 31, 2019, with Grant Thornton, our independent auditor, with and without management present. Management has the primary responsibility for our financial statements and the overall reporting process, including assuring we develop and maintain adequate financial controls and procedures for monitoring and assessing compliance with those controls and procedures, including internal control over financial reporting. Our independent auditor is responsible for auditing the annual financial statements prepared by management, expressing an opinion as to whether those financial statements fairly present our financial position, results of operations and cash flows in conformity with generally accepted accounting principles, and discussing with the Audit Committee any issues it believes should be raised. Grant Thornton also audited our internal control over financial reporting as of December 31, 2019 and issued a separate report thereon.

The Audit Committee is responsible for the appointment, compensation and oversight of our independent auditor. In discharging its oversight responsibility as to the audit process, the Audit Committee obtained from the independent auditor a formal written statement describing all relationships between the auditor and us that might bear on the auditor’s independence consistent with applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) regarding the independent auditor’s communications with the Audit Committee concerning independence. The Audit Committee also discussed with the auditor any relationships that may impact its objectivity and independence, and satisfied itself as to the auditor’s independence. The independent auditor reviewed its audit plans, audit scope, and identification of audit risks with the Audit Committee. The Audit Committee also discussed with management and the independent auditor the quality and adequacy of our internal controls. Further, the Audit Committee discussed and reviewed with the independent auditor all applicable communications required by the PCAOB and the SEC.

Based on the above-mentioned review and discussions with management and the independent auditor, the Audit Committee recommended to the Board and the Board approved the Audit Committee’s recommendation that the audited financial statements of the Company be included in its Annual Report on Form10-K for the fiscal year ended December 31, 2019, for filing with the SEC. The Audit Committee also approved and recommended to the Board, and the Board ratified the reappointment of the independent auditor for 2020.

The preceding report is presented by the members of the Audit Committee.

Grant Thornton served as our independent registered public accounting firm during 2019 and 2018. The aggregate fees for various services performed by Grant Thornton for the years ended December 31, 2019 and 2018 are set forth below:

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Fees for audit services include fees associated with our annual consolidated and subsidiary audits, the review of our quarterly reports on Form10-Q, Sarbanes Oxley Act compliance review, accounting consultations and services normally provided by the accounting firm in connection with statutory or regulatory filings. All Other Fees for 2018 represent fees paid to Grant Thornton for comparative analysis of the Company’s bonus pool metrics relative to comparable peer companies.

As necessary, the Audit Committee considers whether the provision ofnon-audit services by Grant Thornton is compatible with maintaining auditor independence and has adopted a policy that requirespre-approval of all audit andnon-audit services. Such policy requires the Audit Committee to approve services and fees in advance and requires documentation regarding the specific services to be performed. All 2019 audit fees were approved in advance in accordance with the Audit Committee’s policies.

Representatives of Grant Thornton are expected to be present at the Annual Meeting, with the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions.

Proposal 4:

Approve, by aNon-Binding Vote,

The Compensation of the

Named Executive Officers

The Company is providing shareholders an advisory vote on the compensation of our named executive officers as required by Section 14A(a)(1) of the Exchange Act. Section 14A(a)(1) was added to the Exchange Act by Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”). In January 2011, the SEC issued final rules to implement the requirements of Exchange Act Section 14A(a)(1).

The Company’s last advisory vote was held at the 2019 Annual Meeting of Shareholders. Following the 2017 Annual Meeting of Shareholders, our Board determined to hold an advisory vote on the compensation of our named executive officers on an annual basis. This pattern will continue until the next required advisory vote on the frequency of shareholder votes on the compensation of executives, which will occur no later than our Annual Meeting of Shareholders in 2023. As a result, this proposal is being submitted for anon-binding vote at the Annual Meeting.

The advisory vote on compensation of our named executive officers is anon-binding vote on the compensation of the Company’s NEOs, as described in the Compensation Discussion and Analysis section, the tabular disclosure regarding such compensation, and the accompanying narrative disclosure set forth in this Proxy Statement. The advisory vote on executive compensation is not a vote on the Company’s general compensation policies, compensation of the Company’s Board, or the Company’s compensation policies as they relate to risk management, as described under “Risk Assessment Related to our Compensation Structure” on page41. The Dodd-Frank Act and related SEC regulations and guidance require the Company to hold the advisory vote on compensation of our NEOs at least once every three years.

The Company’s executive compensation programs are designed to attract, retain, and motivate experienced, talented individuals to increase shareholder value by finding and developing crude oil and natural gas reserves at costs that provide an attractive rate of return on our investment. During 2019, the Company: (i) initiated cash dividend to shareholders; (ii) initiated a share repurchase program and repurchased approximately $190.2 million of Common Stock in 2019; (iii) achieved full-year 2019 production growth of 14% compared to 2018; (iv) generated net cash provided by operating activities for 2019 of $3.1 billion; (v) reduced total debt by $442 million; (vi) increasedyear-end 2019 proved reserves by 6% (adjusted for 2019 divestitures) compared toyear-end 2018; (vii) continued to exercise capital discipline and reducednon-acquisition capital expenditures by 6% in 2019 compared to 2018; and (viii) maintainedlow-cost operations with production expenses of $3.58 per Boe and G&A expenses of $1.57 per Boe. The Compensation Committee believes the Company’s executive compensation programs reflect a strongpay-for-performance philosophy and are well aligned with the shareholders’ long-term interests. The Compensation Discussion and Analysis section starting on page 24 provides a more detailed discussion of our executive compensation program.