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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 (Amendment No.          )

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April 10, 20122, 2013

To the Stockholders of Laredo Petroleum Holdings, Inc.:

        You are invited to attend our 20122013 Annual Meeting of Stockholders, which will be held at The Mayo Hotel, 115 W. 5th Street,the Thomas Gilcrease Museum, 1400 North Gilcrease Museum Road, Tulsa, Oklahoma 74103,74127, on Wednesday,Thursday, May 16, 2012,2013, at 3:00 p.m. Central Time.

        Details of the business to be conducted at the meeting are described in the attached Notice of 20122013 Annual Meeting of Stockholders and Proxy Statement.

        We are mailing to most of our stockholders a Notice of Internet Availability of Proxy Materials ("Notice") instead of a paper copy of our Annual Report, which includes our Form 10-K for the fiscal year ended December 31, 2012, Proxy Statement and proxy card. We believe this process allows us to provide stockholders with the information needed in connection with our Annual Meeting in a timely manner, while saving costs and conserving resources. The Notice contains instructions on how to access these documents over the Internet, as well as instructions on how to request a paper copy of the materials, if desired. All stockholders who do not receive a Notice should receive a paper copy of the proxy materials by mail.

        Your vote is important and we encourage you to vote whether or not you plan to attend the meeting. Please either vote by telephone, over the Internet or sign, date and return the enclosedyour proxy card, infollowing the envelope provided, or you may vote by telephone orinstructions on the internet as described onNotice or proxy materials, so that your proxy card.shares will be represented. If you are a stockholder of record and plan to attend the meeting, you may also vote in person.

        Also enclosed is a copy of our Annual Report on Form 10-K for the year ended December 31, 2011. I encourage you to read the Annual Report on Form 10-K for information about our performance in 2011.

        We look forward to seeing you at the meeting.

		Sincerely,
		Randy A. Foutch Chairman and Chief Executive Officer

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LAREDO PETROLEUM HOLDINGS, INC.
15 W. Sixth Street, Suite 1800
Tulsa, Oklahoma 74119

NOTICE OF 20122013 ANNUAL MEETING OF STOCKHOLDERS

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
STOCKHOLDER MEETING TO BE HELD ON MAY 16, 20122013

        The Company's Notice of Annual Meeting, Proxy Statement and proxy cardour 2012 Annual Report, including the Form 10-K for the fiscal year ended December 31, 2012, are available over the internetInternet athttp://www.amstock.com/ProxyServices/ViewMaterial.asp?CoNumber=17377.CoNumber =17377. Alternatively, if you did not receivereceived a paper copy of the proxy materials (which includesinclude the proxy card), you may request a papervote by signing and returning the proxy card which you may complete, signin the envelope provided.

        This Notice, Proxy Statement and return by mail.

Tulsa, Oklahoma
the form of proxy/voting instructions are first being sent or made available to stockholders on or about April 10, 20122, 2013.

April 2, 2013 Tulsa, Oklahoma
		By Order of the Board of Directors,
		W. Mark WombleKenneth E. Dornblaser Senior Vice President, Chief Financial OfficerGeneral Counsel and Secretary

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LAREDO PETROLEUM HOLDINGS, INC.
15 W. Sixth Street, Suite 1800
Tulsa, Oklahoma 74119

PROXY STATEMENT

2012
2013 ANNUAL MEETING OF STOCKHOLDERS

        The board of directors of Laredo Petroleum Holdings, Inc. (the "Company," "we," "us" or "our") requests your proxy for the 20122013 Annual Meeting of Stockholders that will be held Wednesday,Thursday, May 16, 2012,2013, at 3:00 p.m. Central Time, at The Mayo Hotel, 115 W. 5th Street,the Thomas Gilcrease Museum, 1400 North Gilcrease Museum Road, Tulsa, Oklahoma 7410374127, (the "Annual Meeting"). By granting the proxy, you authorize the persons named on the proxy to represent you and vote your shares at the Annual Meeting. Those persons will also be authorized to vote your shares to adjourn the Annual Meeting from time to time and to vote your shares at any adjournments or postponements of the Annual Meeting.

        ThisIn accordance with the rules and regulations adopted by the Securities and Exchange Commission ("SEC"), we are providing our stockholders access to our proxy materials on the Internet. Accordingly, a Notice of Internet Availability of Proxy Statement and form of proxy are beingMaterials ("Notice") will be mailed to most of our stockholders commencing on or about April 10, 2012. Our 20112, 2013. The Notice will include (i) instructions on how to access the Company's proxy materials electronically, (ii) the date, time and location of the Annual ReportMeeting, (iii) a description of the matters intended to be acted upon at the Annual Meeting, (iv) a list of the materials being made available electronically, (v) instructions on Form 10-K (the "Annual Report"), which is not parthow a stockholder can request to receive paper or e-mail copies of the Company's proxy materials, (vi) any control/identification numbers that a stockholder needs to access his or her proxy card and instructions on how to access the proxy card, and (vii) information about attending the Annual Meeting and voting in person. Stockholders will have the ability to access the proxy materials on the website referred to in the Notice, or request a printed set of the proxy solicitation materials is also enclosed.to be sent to them by following instructions on the Notice.

        If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by e-mail or printed form will remain in effect until you terminate it.

Q.    Who is entitled to vote at the Annual Meeting?

A.

Holders of record of our common stock at the close of business on March 23, 2012,20, 2013, which we refer to as the "Record Date," are entitled to vote at the Annual Meeting. As of the Record Date, there were 128,144,857129,362,696 shares of our common stock outstanding. Stockholders are entitled to cast one vote per share on each matter presented for consideration and action at the Annual Meeting.

Q.    What is the purpose of the Annual Meeting?

A.

At the Annual Meeting, stockholders will consider and vote upon the following matters:

(1)

Election of ten directors to our board of directors;

(2)

Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2012;2013;

(3)

An advisory vote approving the compensation of our named executive officers; and

(4)

An advisory vote determining the frequency of future advisory votes on compensation of our named executive officers; and

(5)

Such other matters as may properly come before the Annual Meeting or any adjournments or postponements thereof.

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Q.    Why did I receive a Notice in the mail regarding the Internet availability of proxy materials this year instead of a full set of proxy materials?

A.

In accordance with SEC rules, we are providing access to our proxy materials over the Internet. As a result, we are sending to most of our stockholders a Notice instead of a paper copy of the proxy materials. The Notice contains instructions on how to access the proxy materials over the Internet and how to request a paper copy. In addition, stockholders may request to receive future proxy materials in printed form by mail or electronically by e-mail. A stockholder's election to receive proxy materials by mail or e-mail will remain in effect until the stockholder terminates it.

Q.    Why didn't I receive a Notice in the mail regarding the Internet availability of proxy materials?

A.

We are providing certain stockholders, including those who have previously requested to receive paper copies of the proxy materials, with paper copies of the proxy materials instead of a Notice. If you would like to help reduce the costs we incur in mailing proxy materials, you can consent to receive all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions provided with your proxy materials and on your proxy card or voting instruction card to vote using the Internet. When prompted, indicate that you agree to receive or access stockholder communications electronically in the future.

Q.    Can I vote my stock by filling out and returning the Notice?

A.

No. However, the Notice will provide instructions on how to vote over the Internet, by telephone, by requesting and returning a paper proxy card or by submitting a ballot in person at the Annual Meeting.

Q.    How can I access the proxy materials over the Internet?

A.

Your Notice or proxy card will contain instructions on how to view our proxy materials on the Internet. Our proxy materials are also available on our website at: www.laredopetro.com.

You may vote by any of the following four methods:

(1)

Internet.    Vote over the Internet at www.voteproxy.com, the web site for Internet voting. Simply follow the instructions on the Notice, or if you received a proxy card by mail, follow the instructions on the proxy card and you can confirm that your vote has been properly recorded. If you vote on the Internet, you can request electronic delivery of future proxy materials. Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. (Eastern Time) on May 15, 2013.



(2)

Telephone.    Vote by telephone by following the instructions on the Notice, or if you received a proxy card, by following the instructions on the proxy card. Easy-to-follow voice prompts allow you to vote your shares and confirm that your vote has been properly recorded. Telephone voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. (Eastern Time) on May 15, 2013.



(3)

Mail.    If you received a proxy card by mail, vote by mail by completing, signing, dating and returning your proxy card in the pre-addressed, postage-paid envelope provided. If you vote by mail and your proxy card is returned unsigned, then your vote cannot be counted. If you vote by mail and the returned proxy card is signed without indicating how you want to vote, then your proxy will be voted as recommended by the board of directors. If mailed, your completed and signed proxy card must be received by May 15, 2013.



(4)

Meeting.    If you are a stockholder of record, you may attend and vote at the Annual Meeting.

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If you hold your Laredo shares in a brokerage account, your ability to vote over the Internet or by telephone depends on your broker's voting process. Please follow the directions on your proxy card or the voter instruction card from your broker carefully.

The board of directors recommends that you vote using one of the first three methods discussed above, as it is not practical for most stockholders to attend and vote at the Annual Meeting. Using one of the first three methods discussed above to vote will not limit your right to vote at the Annual Meeting if you later decide to attend in person.

Q.    How can I vote my shares in person at the Annual Meeting?

A.

Stockholders of Record.    If your shares are registered directly in your name with the American Stock Transfer and Trust Company, our "transfer agent," you are considered the stockholder of record with respect to those shares and the Notice or proxy materials being mailed to you. As the stockholder of record, you have the right to vote in person at the Annual Meeting. If you choose to do so, you can bring the proxy card or vote using the ballot provided at the Annual Meeting. Even if you plan to attend the Annual Meeting, we recommend that you vote your shares in advance as described below so that your vote will be counted if you decide later not to attend the Annual Meeting.

Beneficial Owners.    Most of our stockholders hold their shares in street name through a broker, bank or other nominee rather than directly in their own name. In that case, you are considered the beneficial owner of shares held in street name, and the proxy materials are being forwarded to you together with a voting instruction card. As the beneficial owner, you are also invited to attend the Annual Meeting. Because a beneficial owner is not the stockholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a "legal proxy" from the broker, bank or nominee that holds your shares, giving you the right to vote the shares at the meeting. You will need to contact your broker, bank or nominee to obtain a legal proxy, and you will need to bring it to the Annual Meeting in order to vote in person.

Q.    How does the board of directors recommend that I vote?

A.

Our board of directors recommends that you vote:

(1)

"FOR" the election of the Company's nominees to the board of directors.

(2)

"FOR" ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2012.2013.

(3)

"FOR" the advisory resolution approving the compensation of our named executive officers as disclosed in this Proxy Statement (which disclosure includes the Compensation Discussion and Analysis, the executive compensation tables and the related footnotes and narrative accompanying the tables).

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(4)

For the holding of future advisory votes on the compensation of our named executive officers "EVERY YEAR".

Q.    What is the voting requirement to approve each of the items?

Q.    How can I vote my shares in person at the Annual Meeting?

A.

Stockholders of Record.    If your shares are registered directly in your name with the American Stock Transfer and Trust Company, our "transfer agent," you are considered the stockholder of record with respect to those shares and the proxy materials, including the proxy card, are being sent directly to you by the Company. As the stockholder of record, you have the right to vote in person at the Annual Meeting. If you choose to do so, you can bring the enclosed proxy card or vote using the ballot provided at the Annual Meeting. Even if you plan to attend the Annual Meeting, we recommend that you vote your shares in advance as described below so that your vote will be counted if you decide later not to attend the Annual Meeting.

Beneficial Owners.    Most of our stockholders hold their shares in street name through a broker, bank or other nominee rather than directly in their own name. In that case, you are considered the beneficial owner of shares held in street name, and the proxy materials are being forwarded to you together with a voting instruction card. As the beneficial owner, you are also invited to attend the Annual Meeting. Because a beneficial owner is not the stockholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a "legal proxy" from the broker, bank or nominee that holds your shares, giving you the right to vote the shares at the meeting. You will need to contact your broker, bank or nominee to obtain a legal proxy, and you will need to bring it to the Annual Meeting in order to vote in person.

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Q.    How can I vote my shares without attending the Annual Meeting?

A.

Whether you hold shares in your name or through a broker, bank or other nominee, you may vote without attending the Annual Meeting. You may vote by granting a proxy or, for shares held through a broker, bank or other nominee, by submitting voting instructions to that nominee. For shares held through a broker, bank or other nominee, follow the instructions on the voting instruction card included with your voting materials. If you provide specific voting instructions, your shares will be voted as you have instructed and as the proxy holders may determine within their discretion with respect to any other matters that properly come before the Annual Meeting.

A number of brokerage firms and banks offer internet voting options. Specific instructions to be followed by owners of shares of common stock held in street name are set forth on the voting instruction card accompanying your proxy card. The internet voting procedures are designed to authenticate stockholders' identities, to allow stockholders to give their voting instructions and to confirm that stockholders' instructions have been recorded properly. Stockholders voting via the internet should understand that there may be costs associated with electronic access, such as usage charges from telephone companies and internet access providers, that must be borne by the stockholder.

Q.    What happens if additional matters are presented at the Annual Meeting?

A.

Other than the fourthree items of business described in this Proxy Statement, we are not aware of any other business to be acted upon at the Annual Meeting. If you grant a proxy, the persons named as proxies will have the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting.

Q.    What happens if I do not give specific voting instructions?

A.

If you hold shares in your name,are a stockholder of record, and you sign and return a proxy card without giving specific voting instructions, the proxy holdersproxyholders will vote your shares in the manner recommended by our board of directors on all matters presented in this Proxy Statement, and, with respect to any other matters that may properly come before the Annual Meeting, as the proxy holdersproxyholders may determine in their discretion.

If you hold your shares through a broker, bank or other nominee and you do not provide your broker with specific voting instructions, your broker may vote your shares only with respect to certain matters considered routine.

Specifically, your broker may not vote on the election of directors, the compensation of our named executive officers or the frequency of future votes on compensation of our named executive officers if you do not furnish instructions for this item. Your broker may vote in its discretion on the ratification of the appointment of our independent registered public accounting firm.

You should use the voting instruction card provided by the institution that holds your shares to instruct your broker to vote your shares or else your shares will be considered broker non-votes. If you are the beneficial owner of shares held in the name of a broker, bank or other nominee and do not provide that broker, bank or other nominee with voting instructions, your shares may constitute "broker non-votes." Generally, broker non-votes occur when a broker is not permitted to vote on a matter without instructions from the beneficial owner and such instructions are not given. In tabulating the voting results for any particular proposal, shares that constitute broker non-votes are not considered entitled to vote on that proposal. Thus, broker non-votes will not affect the outcome of any matter being voted on at the meeting, assuming that a quorum is obtained.

If you hold your shares through a broker, bank or other nominee and you do not provide your broker with specific voting instructions, your broker may vote your shares only with respect to certain matters considered routine. Specifically, your broker may not vote on the election of directors or the compensation of our named executive officers if you do not furnish instructions for this item. Your broker may vote in its discretion on the ratification of the appointment of our independent public accounting firm.

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Q.    What is the quorum requirement for the Annual Meeting?

A.

A majority of the Company's outstanding shares as of the Record Date must be present, in person or by proxy, at the Annual Meeting in order to hold the Annual Meeting and conduct business. This is called a quorum. Your shares will be counted for purposes of determining if there is a quorum, whether representing votes for, against, withheld or abstained, if you:

•

are present and vote at the Annual Meeting; or

•

properly submit a proxy card or vote over the internetInternet or by telephone.

Broker non-votes are counted as present for the purpose of determining the existence of a quorum at the Annual Meeting. If a quorum is not present, the chairman of the Annual Meeting may adjourn the meeting to another place, if any, date, or time.

Q.    How can I change my vote after I return my proxy card?

A.

If you are a stockholder of record, there are three ways you can change your vote or revoke your proxy after you have sent in your proxy form.

•

First, you may send a written notice to Laredo Petroleum Holdings, Inc., c/o Corporate Secretary, 15 W. Sixth Street, Suite 1800, Tulsa, Oklahoma 74119, stating that you would like to revoke your proxy.

•

Second, you may complete and submit a newanother valid proxy form.by mail, telephone or over the Internet that is later dated and if mailed, is properly signed, or if submitted by telephone or over the Internet is received by 11:59 p.m. Eastern Time on May 15, 2013. Any earlier proxies will be revoked automatically.

•

Third, you may attend the Annual Meeting and vote in person. Any earlier proxy will be revoked. However, attending the Annual Meeting without voting in person will not revoke your proxy.

If you hold your shares are held in street namethrough a broker, bank or other nominee and you have instructed athe broker, bank or other nominee to vote your shares, you must follow directions from your broker, bank or other nominee to change your vote.

Q.    Who will tabulate the votes?

A.

The board of directors has appointed Kenneth E. Dornblaser, Senior Vice Presidentour transfer agent, American Stock Transfer and General Counsel ofTrust Company ("AST"), to tabulate and certify the Company,vote, and W. Mark Womble, Senior Vice President and Chief Financial Officer of the Company,AST will have a representative to act as inspectorsthe independent inspector of the election atelections for the Annual Meeting. As inspectors, Messrs. Dornblaser and WombleAST will be responsible for (i) determining the presence of a quorum at the Annual Meeting, (ii) receiving all votes and ballots, whether by proxy or in person, with regard to all issues voted upon at the Annual Meeting, (iii) counting and tabulating all such votes and ballots and (iv) determining and reporting the results with regard to all such issues voted upon at the Annual Meeting.

Q.    Where can I find the voting results of the Annual Meeting?

A.

We intend to announce preliminary voting results at the Annual Meeting and publish preliminary results in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission (the "SEC")SEC within four business days offollowing the Annual Meeting.

Q.    How can I obtain a separate set of proxy materials?

A.

To reduceWe have adopted a procedure approved by the expenseSEC known as "householding." Under this procedure, multiple stockholders residing at the same address have the convenience of delivering duplicate proxy materials to our stockholders who may have more than one common stock account, we are delivering only one set of the Annual Report and the Proxy Statement to certain stockholders who share an address, unless otherwise requested. A separate proxy card is included in the proxy materials for each of these stockholders. If you share an address with another stockholder and have received only one set of proxy materials, you mayreceiving a

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write or call us to request a separate copy of these materials at no cost to you. Similarly, if you share an address with another stockholder and have received multiple copies of our proxy materials, you may write or call us to request future delivery of a single copy of these materials. You may contactour Annual Report and Proxy Statement, unless they have notified us regarding these matters by writingthat they want to continue receiving multiple copies. Householding allows us to reduce the environmental impact of providing proxy materials as well as printing and mailing costs.

If you received a householded mailing this year and you would like to have additional copies of the Annual Report and/or Proxy Statement mailed to you, or you would like to revoke your consent to the householding of documents, please submit your request to Laredo Petroleum Holdings, Inc., c/o Corporate Secretary, 15 W. Sixth Street, Suite 1800, Tulsa, Oklahoma 74119 or by calling (918) 513-4570.

Unfortunately, householding for bank and brokerage accounts is limited to accounts within the same bank or brokerage firm. For example, if you and your spouse each have two accounts containing our common stock at two different brokerage firms, your household will receive two copies of our Annual Meeting materials—one from each brokerage firm. To reduce the number of duplicate sets of materials your household receives, you may wish to enroll some or all of your accounts in our electronic delivery program.

Q.    Who pays for the cost of this proxy solicitation?

A.

We will pay the costs of the solicitation of proxies. We may reimburse brokerage firms and other persons for expenses incurred in forwarding the voting materials to their customers who are beneficial owners and obtaining their voting instructions. In addition to soliciting proxies by mail, our board members, officers and employees may solicit proxies on our behalf, without additional compensation, personally or by telephone.

Q.    Can I Stockholders voting over the Internet should understand that there may be costs associated with electronic access, such as the Notice of Annual Meeting, Proxy Statementusage charges from telephone companies and Annual Report onInternet access providers, that must be borne by the internet?

A.

As permitted under the rules of the SEC, the Company is making the Notice of Annual Meeting, Proxy Statement and its Annual Report available to its stockholders electronically via the internet athttp://www.amstock.com/ProxyServices/ViewMaterial.asp?CoNumber=17377. The Company is sending, on or about April 10, 2012, a Notice Regarding the Availability of Proxy Materials (the "Notice") to its stockholders of record as of the close of business on March 23, 2012, which Notice will include (i) instructions on how to access the Company's proxy materials electronically, (ii) the date, time and location of the Annual Meeting, (iii) a description of the matters intended to be acted upon at the Annual Meeting, (iv) a list of the materials being made available electronically, (v) instructions on how a stockholder can request to receive paper or e-mail copies of the Company's proxy materials, (vi) any control/identification numbers that a stockholder needs to access his or her proxy card and instructions on how to access the proxy card, and (vii) information about attending the Annual Meeting and voting in person.stockholder.

Q.    Is there a list of stockholders entitled to vote at the Annual Meeting?

A.

The names of stockholders of record entitled to vote at the Annual Meeting will be available at the Annual Meeting and for ten days prior to the Annual Meeting at our principal executive offices between the hours of 9:00 a.m. and 5:00 p.m. Central Time for any purpose relevant to the Annual Meeting. To arrange to view this list during the times specified above, please contact the Secretary of the Company at Laredo Petroleum Holdings, Inc., c/o Corporate Secretary, 15 W. Sixth Street, Suite 1800, Tulsa, Oklahoma 74119.

Q.    What is the deadline to propose actions for consideration at next year's annual meeting?

A.

Shareholders who, in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended, which we refer to as the "Exchange Act," wish to present proposals for inclusion in the proxy materials to be distributed in connection with the 20132014 annual meeting of stockholders, must submit their proposals so that they are received at our principal executive offices no later than the close of business on December 11, 2012,3, 2013, or, in the event the Company's 20132014 annual meeting is advanced or delayed more than 30 days from the date of the Annual Meeting, within a reasonable time before the Company begins to print and mail the proxy materials for the 20132014 annual meeting. As the SEC rules make clear, simply submitting a proposal does not guarantee that it will be included in the Company's proxy materials.

In addition, stockholders who wish to introduce a proposal from the floor of the 20132014 annual meeting of stockholders (outside the processes of Rule 14a-8), must submit that proposal in writing to the Company's Secretary at our principal executive offices no earlier than January 25, 201317, 2014 and

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no later than February 24, 2013,16, 2014, or, in the event the Company's 20132014 annual meeting of stockholders is advanced or delayed more than 30 days from the date of the anniversary of the Annual Meeting, not later than the later of (i) the 90th day before the 20132014 annual meeting or

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(ii) the 10th day following the day on which public announcement of the date of the 20132014 annual meeting is first made by the Company.

To be in proper form, a stockholder's notice must include the information required by our bylaws with respect to each proposal submitted. The Company may refuse to consider any proposal that is not timely or otherwise does not meet the requirements of our bylaws or the SEC's rules with respect to the submission of proposals.

You may obtain a copy of our bylaws by accessing our website (www.laredopetro.com) or submitting a request to Laredo Petroleum Holdings, Inc., c/o Corporate Secretary, 15 W. Sixth Street, Suite 1800, Tulsa, Oklahoma 74119.

Q.    How do I nominate a candidate for election as a director?

A.

Stockholders who wish to nominate a candidate for election as a director at our 20132014 annual meeting must submit their nomination in writing to the Company's Secretary at our principal executive offices no earlier than January 25, 201317, 2014 and no later than February 24, 2013,16, 2014, or, in the event the Company's 20132014 annual meeting of stockholders is advanced or delayed more than 30 days from the date of the Annual Meeting, not later than the later of (i) the 90th day before the 20132014 annual meeting or (ii) the 10th day following the day on which public announcement of the date of the 2014 annual meeting is first made by the Company.

In the event that the number of directors to be elected to the board of directors is increased and there has been no public announcement naming all of the nominees for director or indicating the increase made by the Company at least 10 days before the last day a stockholder may deliver a notice of nomination in accordance with the preceding sentence, a stockholder's notice will be considered timely, but only with respect to nominees for any new positions created by such increase, if it is received by the Secretary at the principal executive offices of the Company not later than the close of business on the 10th day following the day on which such public announcement is first made by the Company.

To be in proper form, a stockholder's notice must include the information required by our bylaws with respect to the nomination and all other information regarding the proposed nominee and the nominating stockholder required by Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. The Company may refuse to consider any nomination that is not timely or otherwise does not meet the requirements of our bylaws or the SEC's rules with respect to the submission of director nominations. A written statement from the proposed nominee consenting to be named as a candidate and, if nominated and elected, to serve as a director should accompany any stockholder nomination.

Q.    How can I communicate with the board of directors?

A.

Stockholders or other interested parties can contact any director, any committee of the board of directors, or the Company's non-management directors as a group, by writing to Laredo Petroleum Holdings, Inc., c/o Corporate Secretary, 15 W. Sixth Street, Suite 1800, Tulsa, Oklahoma 74119. Comments or complaints relating to the Company's accounting, internal accounting controls or auditing matters will also be referred to members of the Audit Committee. All such communications will be forwarded to the appropriate member(s) of the board of directors.

THIS QUESTION AND ANSWER SECTION IS ONLY MEANT TO GIVE AN OVERVIEW OF THE
PROXY STATEMENT. FOR MORE INFORMATION, PLEASE REFER TO THE MATERIAL
CONTAINED IN THE SUBSEQUENT PAGES.

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NOTE REGARDING OUR CORPORATE REORGANIZATION

        On December 19, 2011, pursuant to the terms of a corporate reorganization completed prior to the closing of the Company's initial public offering, the Company merged with Laredo Petroleum, LLC ("Laredo LLC"), with the Company being the surviving entity. All of Laredo LLC's outstanding preferred equity units were exchanged for shares of the Company's common stock in accordance with the limited liability company agreement of Laredo LLC ("LLC Agreement"). In addition, under the LLC Agreement and the restricted unit agreements, certain series of Laredo LLC's incentive equity units were exchanged into the Company's common stock. To the extent any of such incentive units were subject to vesting requirements, the common stock issued in exchange therefor is also subject to such requirements.

        The number of shares of common stock that the former holders of Laredo LLC units received in the reorganization was determined by the value such holder would have received under the distribution provisions in the LLC Agreement upon a liquidation of Laredo LLC at a liquidation value determined by reference to the initial offering price. The Company issued an aggregate of approximately 107,500,000 shares of common stock to the former unitholders of Laredo LLC in exchange for an aggregate of 215,236,554 equity units in Laredo LLC.

        We refer to (i) the merger of the Company and Laredo LLC, (ii) the exchange of all of the outstanding preferred equity units and certain series of incentive equity units of Laredo LLC for shares of the Company's common stock in accordance with the LLC Agreement and (iii) the consummation of the other related transactions collectively as our "corporate reorganization."

        As used in this Proxy Statement, the term "Laredo" refers to the Company and its subsidiaries for periods after the corporate reorganization and to Laredo LLC and its subsidiaries for periods prior to the corporate reorganization.

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ITEM ONE

ELECTION OF DIRECTORS

        On the recommendation of our Nominating and Corporate Governance Committee, the board of directors has nominated the following individuals for election as directors of the Company to serve for a one yearone-year term to expire in 20132014 and until either they are re-elected or their successors are elected and qualified:

Randy A. Foutch
Jerry R. Schuyler
Peter R. Kagan
James R. Levy
B.Z. (Bill) Parker
Pamela S. Pierce
Ambassador Francis Rooney
Dr. Myles W. Scoggins
Edmund P. Segner, III
Donald D. Wolf

        All of the individuals listed above with the exception of Dr. Scoggins, are currently serving as directors of the Company. The board of directors voted to increase the size of the board of directors in accordance with the Company's bylaws and on the recommendation of the Nominating and Corporate Governance Committee, which, after review and discussion, determined that it is in the best interest of the Company to increase the size of the board of directors to increase the diversity of viewpoints and expertise of the members of the board of directors. The board of directors, after review and discussion, has further concluded that Dr. Scoggins is qualified to serve as a director as he has nearly 40 years of experience in the oil and gas exploration and production industry with extensive industry and management experience and expertise, and has served in various senior executive and management positions in the upstream oil and gas business. The biographical information for all director nominees is contained in the "Directors" section below.

        Each of the ten10 director nominees receiving a plurality of the votes at the Annual Meeting will be elected. The board of directors recommends that you vote "FOR" the election of each of the nominees listed above.

        Unless otherwise instructed, the proxyholders will vote the proxies received by them for the ten10 nominees named above. The board of directors has no reason to believe that any of its nominees will be unable or unwilling to serve if elected. If a nominee becomes unable or unwilling to accept nomination or election, either the number of the Company's directors will be reduced or the proxyholders will vote for the election of a substitute nominee that the board of directors recommends.

        THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTEFOR THE ELECTION OF EACH OF THE NOMINEES.

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DIRECTORS

        After the Annual Meeting, assuming the stockholders elect the nominees of the board of directors as set forth in "Item One—Election of Directors" above, the board of directors of the Company will be:

        Our board of directors currently consists of nine members, and following the election of directors at the Annual Meeting will consist of ten10 members, each serving for one yearone-year terms. Each year the directors stand for re-election, as their terms of office expire on the date of the annual meeting of the stockholders.

        Set forth below is biographical information about each of our directors and nominees for director.as of March 31, 2013.

        Randy A. Foutch is Laredo's founder and has served as Laredo's Chairman and Chief Executive Officer since that time. He also served as Laredo's President from October 2006 to July 2008. Mr. Foutch has over 30 years of experience in the oil and gas industry. Prior to our formation, Mr. Foutch founded Latigo Petroleum, Inc. ("Latigo") in 2001 and served as its President and Chief Executive Officer until it was sold to Pogo Producing Co. in May 2006. Previous to Latigo, Mr. Foutch founded Lariat Petroleum, Inc. ("Lariat") in 1996 and served as its President until January 2001 when it was sold to Newfield Exploration, Inc. He is currently serving on the board of directors of Helmerich & Payne, Inc. and is also a member of its audit and nominating and corporate governance committees. Mr. Foutch is also a member of the National Petroleum Council, America's Natural Gas Alliance and the Advisory Council of the Energy Institute at the University of Texas, Austin. From 2006 to August 2011, he served on the board of directors of Bill Barrett Corporation and from 2006 to 2008, on the board of directors of MacroSolve, Inc. Mr. Foutch also serves on the University of Tulsa Board of Trustees and several nonprofit and private industry boards. He holds a Bachelor of Science in Geology from the University of Texas and a Master of Science in Petroleum Engineering from the University of Houston.

        Mr. Foutch has been successful in founding other oil and gas companies and serves in director positions of various oil and gas companies. As a result, he provides a strong operational and strategic background and has valuable business, leadership and management experience and insights into many aspects of the operations of exploration and production companies. Mr. Foutch also brings financial expertise to the board, including his experience in obtaining financing for startup oil and gas companies. For these reasons, we believe Mr. Foutch is qualified to serve as a director.

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        Jerry R. Schuyler joined Laredo in June 2007 as Executive Vice President and Chief Operating Officer. In July 2008, he was promoted to President and Chief Operating Officer and has served in that capacity since that time. He is also one of our directors. Prior to joining Laredo, he held various executive positions with Atlantic Richfield Company ("ARCO"), Dominion Exploration and Production, Inc. and St. Mary Land & Exploration. While at St. Mary Land & Exploration from December 2003 to June 2007, he established their Houston and Midland offices and managed all exploration and production activities in the Gulf of Mexico, Gulf Coast and Permian areas. While at Dominion Exploration and Production, Inc. from March 2000 to July 2002, he managed all exploration and production activities in the Gulf Coast, Michigan and Appalachian areas. During his years with ARCO from 1977 to 1999, he held several key positions, such as Prudhoe Bay Field Manager, Manager of Worldwide Exploration and Production Planning and President of ARCO Middle East and Central Asia. Mr. Schuyler serves on several industry and college related boards of directors. He earned a Bachelor of Science degree in Petroleum Engineering from Montana Tech University and attended numerous graduate business courses at the University of Houston.

        Mr. Schuyler has significant experience managing oil and gas operations and serving in executive positions for various exploration and production companies and extensive knowledge of the energy industry. For these reasons, we believe Mr. Schuyler is qualified to serve as a director.

        Peter R. Kagan has served as one of our (and prior to our corporate reorganization, Laredo LLC's) directors since July 2007. He has been with Warburg Pincus LLC ("Warburg Pincus") since 1997 where he leads the firm's investment activities in energy and natural resources. He is a Partner of Warburg Pincus & Co. and a Managing Director of Warburg Pincus. He is also a member of Warburg Pincus' Executive Management Group. Mr. Kagan is currently on the board of directors of Antero Resources, China CBM Investment Holdings,Asian American Gas Ltd., Fairfield Energy, Hawkwood Energy LLC, MEG Energy, Canbriam Energy Inc., Targa Resources Inc. and Targa Resources Partners L.P. He previously served on the board of directors of Broad Oak Energy Inc. ("Broad Oak"), Lariat and Latigo. Mr. Kagan received a Bachelor of Arts degree cum laude from Harvard College and Juris Doctorate and Master of Business Administration degrees with honors from the University of Chicago.

        Mr. Kagan has significant experience with energy companies and investments and broad familiarity with the industry and related transactions and capital markets activity, which enhance his contributions to the board of directors. For these reasons, we believe Mr. Kagan is qualified to serve as a director.

        James R. Levy has served as one of our (and prior to our corporate reorganization, Laredo LLC's) directors since May 2007. He joined Warburg Pincus in 2006 and focuses on investments in the energy industry. He is a Partner of Warburg Pincus & Co. and a Managing Director of Warburg Pincus. Prior to joining Warburg Pincus, he worked as an Associate at Kohlberg & Company, a middle market private equity investment firm, from 2002 to 2006, and as an Analyst and Associate at Wasserstein Perella & Co. from 1999 to 2002. Mr. Levy currently serves on the board of directors of EnStorage, Inc., a privately held energy storage system development company,Hawkwood Energy LLC, Suniva, Inc., a private company that manufactures solar cells for use in power generation, and Black Swan Energy Ltd, a privately held oil and gas exploration and production company.Ltd. He is a former director of Broad Oak. Mr. Levy received a Bachelor of Arts in history from Yale University.

        Mr. Levy has significant experience with investments in the energy industry and currently serves on the boards of various energy companies. For these reasons, we believe Mr. Levy is qualified to serve as a director.

        B. Z. (Bill) Parker has served as one of our (and prior to our corporate reorganization, Laredo LLC's) directors since May 2007. Mr. Parker joined Phillips Petroleum Company in 1970 where he held various engineering positions in exploration and production in the United States and abroad. He later served in numerous executive positions at Phillips Petroleum Company and in 2000, he was named Executive Vice President for Worldwide Production & Operations. He retired from Phillips Petroleum Company in this position in November 2002. Mr. Parker served on the board of Williams

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Partners GP from August 2005 to September 2010 where he also served as chairman of the conflicts

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and audit committees. He served on the board of directors of Latigo from January 2003 to May 2006 where he also served as chairman of the audit committee. Mr. Parker is a member of the Society of Petroleum Engineers. He received a Bachelor of Science degree in Petroleum Engineering from the University of Oklahoma.

        Mr. Parker has over 4041 years of experience in the oil and gas industry, having served in various engineering and executive positions for an exploration and production company and as a director and audit committee member for various energy companies. For these reasons, we believe Mr. Parker is qualified to serve as a director.

        Pamela S. Pierce has served as one of our (and prior to our corporate reorganization, Laredo LLC's) directors since May 2007. She has been a partner at Ztown Investments, Inc. since 2005, focused on investments in domestic oil and natural gas non-working interests. She also serves onas Vice Chair of the Michael Baker, Inc. board of directors and is a member of the Scientific Drilling International, Inc. board of directors. From 2002 to 2004, she was the President of Huber Energy, an operating company of J.M. Huber Corporation. From 2000 to 2002, she was the President and Chief Executive Officer of Houston-based Mirant Americas Energy Capital and Production Company. She has also held a variety of managerial positions with ARCO Oil and Gas Company, ARCO Alaska and Vastar Resources. She received a Bachelor of Science Degree in Petroleum Engineering from the University of Oklahoma and a Master of Business Administration in Corporate Finance from the University of Dallas.

        Ms. Pierce is a highly experienced business executive with extensive knowledge of the energy industry. Her business acumen enhances the board of directors' discussions on all issues affecting us and her leadership insights contribute significantly to the board of directors' decision making process. For these reasons, we believe Ms. Pierce is qualified to serve as a director.

        Ambassador Francis Rooney has served as one of our (and prior to our corporate reorganization, Laredo LLC's) directors since February 2010. He has been the Chief Executive Officer of Rooney Holdings, Inc. since 1984, and of Manhattan Construction Group, Tulsa, since 2008, which is engaged in road and bridge construction, civil works and building construction and construction management in the United States, Mexico and the Central America/Caribbean region. From 2005 through 2008, he served as the United States Ambassador to the Holy See, appointed by President George W. Bush. Ambassador Rooney currently serves on the boards of directors of Helmerich & Payne, Inc. and VETRA Energy Group, Bogota, Colombia. He is a member of the Board of Advisors of the Panama Canal Authority, Republic of Panama, the Board of the Florida Gulf Coast University Foundation the INCAE Presidential Advisory Council and the Board of Visitors of the University of Oklahoma International Programs. Ambassador Rooney graduated from Georgetown University with a Bachelor of Arts and from Georgetown University Law Center with a Juris Doctorate. He is a member of the District of Columbia and Texas Bar Associations.

        Ambassador Rooney has broad business and financial experience and has served as a director of public and private energy companies. For these reasons, we believe Ambassador Rooney is qualified to serve as a director.

        Dr. Myles W. Scoggins is a director nominee for the Company.has served as one of our directors since May 2012. In June 2006, Dr. Scoggins was appointed President of the Colorado School of Mines, an engineering and science research university with strong ties to the oil and gas industry. Dr. Scoggins retired in April 2004 after a 34-year career with Mobil Corporation and Exxon MobilExxonMobil Corporation, where he held senior executive positions in the upstream oil and gas business. From December 1999 to April 2004, he served as Executive Vice President of Exxon MobilExxonMobil Production Co. Prior to the merger of Mobil and Exxon in December 1999, he was President, International Exploration & Production and Global Exploration and an officer and member of the executive committee of Mobil Oil Corporation. He has been a member of the board of directors of Venoco, Inc., an oil and gas production company, since June 2007, Cobalt International

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Energy, an independent oil exploration and production company focusing on the deepwater U.S. Gulf of Mexico and offshore Angola and Gabon

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in West Africa, since March 2010, QEP Resources, Inc., an independent natural gas and oil exploration and production company with operations focused in the Rocky Mountain and Midcontinent regions of the United States, since July 2010 and currently serves as a member of the National Advisory Council of the United States Department of Energy's National Renewable Energy Laboratory. From February 2005 until June 2010, Dr. Scoggins was a member of the board of directors of Questar Corporation, a Rockies-based integrated natural gas company, and from March 2005 until August 2011, he was a member of the board of directors of Trico Marine Services, Inc., an integrated provider of subsea, trenching and marine support vessels and services.services, and from June 2007 until October 2012, he was a member of the board of directors of Venoco, Inc., an oil and gas production company. Dr. Scoggins has a Ph.D. in Petroleum Engineering from The University of Tulsa.

        Dr. Scoggins has nearly 4041 years of experience in the oil and gas exploration and production industry with extensive industry and management experience and expertise, and has served in various senior executive and management positions in the upstream oil and gas business. For these reasons, we believe Dr. Scoggins is qualified to serve as a director.

        Edmund P. Segner, III joined our (and prior to our corporate reorganization, Laredo LLC's) board of directors in August 2011. Mr. Segner currently is a professor in the practice of engineering management in the Department of Civil and Environmental Engineering at Rice University in Houston, Texas, a position he has held since July 2006 and full time since July 2007. In 2008, Mr. Segner retired from EOG Resources, Inc. ("EOG"), a publicly traded independent oil and gas exploration and production company. Among the positions he held at EOG were President, Chief of Staff, and director from 1999 to 2007. From March 2003 through June 2007, he also served as the Principal Financial Officer of EOG. He has been a member of the board of directors of Bill Barrett Corporation, an oil and gas company primarily active in the Rocky Mountain region of the United States, since August 2009, and of Exterran Partners, L.P., a master limited partnership that provides natural gas contract operations services, since May 2009. From August 2009 until October 2011, Mr. Segner was a member of the board of directors of Seahawk Drilling, Inc., an offshore oil and natural gas drilling company. He also currently serves as a member of the board or as a trustee for several non-profit organizations. Mr. Segner graduated from Rice University with a Bachelor of Science degree in Civil Engineering and received an M.A. degree in economics from the University of Houston. He is a certified public accountant.

        Mr. Segner's service as President, Principal Financial Officer and director of publicly traded oil and gas exploration and development companies provides our board of directors with a strong operational, financial, accounting and strategic background and provides valuable business, leadership and management experience and insights into many aspects of the operations of exploration and production companies. Mr. Segner also brings financial and accounting expertise to the board of directors, including through his experience in financing transactions for oil and gas companies, his background as a certified public accountant, his service as a Principal Financial Officer, his supervision of principal financial officers and principal accounting officers, and his service on the audit committees of other companies. For these reasons, we believe Mr. Segner is qualified to serve as a director.

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        Donald D. Wolf has served as one of our (and prior to our corporate reorganization, Laredo LLC's) directors since February 2010. Mr. Wolf currently serves as the Chairman of the general partner of QR Energy, LP., which is a master limited partnership operated by Quantum Resources Management. He was the Chief Executive Officer of Quantum Resources Management from 2006 to 2009. He served as President and Chief Executive Officer of Aspect Energy, LLC from 2004 to 2006. Prior to joining Aspect, Mr. Wolf served as Chairman and Chief Executive Officer of Westport Resources Corporation from 1996 to 2004. He is currently a director of the general partner of MarkWest Energy Partners, L.P., Enduring Resources, LLC Ute Energy, LLC, and Aspect Energy, LLC. Mr. Wolf graduated from Greenville College, Greenville, Illinois, with a Bachelor of Science in Business Administration.

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        Mr. Wolf has had a diversified career in the oil and natural gas industry and has served in executive positions for various exploration and production companies. His extensive experience in the energy industry brings substantial experience and leadership skill to the board of directors. For these reasons, we believe Mr. Wolf is qualified to serve as a director.

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MEETINGS AND COMMITTEES OF DIRECTORS

        Our board of directors held four10 meetings in 2011. Additionally, prior to the completion of2012, and our initial public offering, the board of managers of Laredo LLC held 14 meetings during 2011 and its independent directors met in executive session four times during 2011.2012. During 2011,2012, all of our directors attended each of Laredo's directors attended over 75% of the regularly scheduled quarterly meetings of the board of directors, (and prior toindependent executive sessions and committees (including our corporate reorganization, Laredo LLC'sAnnual Meeting of Stockholders). In addition, each of our directors attended more than 75% of all meetings of the board of managers),directors, independent executive sessions and committee meetings, as applicable, that each such director was required to attend.attend, with the exceptions that Messrs. Rooney and Kagan attended 70% of such meetings. Our Corporate Governance Guidelines require that the board of directors hold at least four meetings during 2012,2013, and that our independent directors meet in executive session regularly in 2012.2013. For more information regarding the role and structure of our board of directors refer to the "Corporate Governance" section included herein.

        The board of directors has three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee.

        Audit Committee.    Information regarding the functions performed by the Audit Committee and its membership is set forth in the "Audit Committee Report" included herein and also in the "Audit Committee Charter" that is posted on the Company's website atwww.laredopetro.com. www.laredopetro.com. The current members of the Audit Committee are Messrs. ParkerSegner (Chairman), Segner,Parker, Wolf and Dr. Scoggins. Until November 28, 2012, Mr. Levy and Wolf. Information regarding Mr. Levy's relationship with certain related partieswas also a member of the Company is set forthAudit Committee, but prior to the end of the one-year transition period allowed by Rule 10A-3 of the Exchange Act, Mr. Levy was replaced on the Audit Committee by Dr. Scoggins at the November 2012 meeting of the board of directors. At the same time, Mr. Segner was elected Chairman of the Audit Committee, replacing Mr. Parker in the "Transactions with Related Persons—Acquisition of Broad Oak Energy, Inc." section included herein. Laredo'sthat capacity. The Audit Committee held ten11 meetings during 2011.2012. The Audit Committee Charter requires that the Audit Committee meet as often as it determines necessary but at least four times during 2012.2013.

        Compensation Committee.    Responsibilities of the Compensation Committee, which are discussed in detail in the "Compensation Committee Charter" that is posted on the Company's website atwww.laredopetro.com,, include, among other duties, the responsibility to:

•

in consultation with senior management, establish the Company's general compensation philosophy and objectives;



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review and approve the Company's goals and objectives relevant to the compensation of the Chief Executive Officer, annually evaluate the Chief Executive Officer's performance in light of those goals and objectives and based on this evaluation determine the Chief Executive Officer's compensation level, including salary, bonus, incentive and equity compensation;



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make recommendations to the board of directors with respect to compensation for non-Chief Executive Officer executive officers;



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make recommendations to the board of directors with respect to all employment agreements, severance arrangements, change in control provisions and agreements and any special supplemental benefits applicable to the Company's executive officers;



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review and make recommendations to the board of directors with respect to incentive compensation and equity-based plans;



•

administer the Company's equity-based compensation plans, including the grant of stock options and other equity awards under such plans; and

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•

review and make recommendations to the board of directors with respect to director compensation.

        The Compensation Committee has the authority, to the extent it deems appropriate, to retain one or more compensation consultants to assist in the evaluation of director, Chief Executive Officer or other executive compensation. The Compensation Committee has the sole authority to retain and terminate any such consulting firm, and to approve the firm's fees and other retention terms. The Compensation Committee also has the authority, to the extent it deems necessary or appropriate, to retain other advisors. The Company will provide for appropriate funding as determined by the Compensation Committee, for payment of compensation to any consulting firm or other advisors employed by the Compensation Committee.

        The members of the Compensation Committee are Messrs. Wolf (Chairman), Rooney and Kagan and Ms. Pierce. Information regarding Mr. Kagan's relationship with certain related parties of the Company is set forth in the "Transactions with Related Persons—Gas Gathering and Processing Arrangement with Targa" and "—Acquisition of Broad Oak Energy, Inc." sectionssection included herein.

        Laredo'sThe Compensation Committee held seveneight meetings in 2011.2012. The Compensation Committee Charter requires that the Compensation Committee meet as often as it determines necessary but at least once during 2012.2013.

        Nominating and Corporate Governance Committee.    The Nominating and Corporate Governance Committee identifies, evaluates and recommends qualified nominees to serve on the Company's board of directors, develops and oversees the Company's internal corporate governance processes and maintains a management succession plan. Additional information regarding the functions performed by the Nominating and Corporate Governance Committee is set forth in the "Corporate Governance" section included herein and also in the "Nominating and Corporate Governance Committee Charter" that is posted on the Company's website atwww.laredopetro.com. www.laredopetro.com.

        The members of the Nominating and Corporate Governance Committee are Messrs. Rooney (Chairman), Parker, Segner, Wolf and WolfDr. Scoggins and Ms. Pierce. The Nominating and Corporate Governance Committee was formedheld five meetings in connection with the Company's initial public offering of its common stock in December 2011, and held one meeting in 2011.2012. The Nominating and Corporate Governance Committee Charter requires that the Nominating and Corporate Governance Committee meet as often as it determines necessary but at least once during 2012.2013.

EXECUTIVE OFFICERS

        Set forth below is biographical information about each of our executive officers.officers as of March 31, 2013.

        Randy A. Foutch is the Chairman of the board of directors of the Company and Laredo's Chief Executive Officer. Please see the "Directors" section above for Mr. Foutch's biographical information.

        Jerry R. Schuyler is a director of the Company and Laredo's President and Chief Operating Officer. Please see the "Directors" section above for Mr. Schuyler's biographical information.

        W. Mark Womble,Richard C. Buterbaugh, age 61, has served58, joined the Company in June 2012 as Laredo'sSenior Vice President—Investor Relations. Following the resignation of W. Mark Womble as Senior Vice President & Chief Financial Officer, and SeniorMr. Buterbaugh assumed the title of Executive Vice President since July 2007. Prior& Chief Financial Officer in December 2012. From March 2007 to June 2011, he was Vice President—Investor Relations and Corporate Planning at Quicksilver Resources Inc. From November 1989 to August 2006, he was with Kerr-McGee Corp., most recently as Vice President of Corporate Planning and previously as Vice President of Investor Relations and Communications. After leaving Quicksilver Resources, Inc. and prior to joining Laredo, as well as after leaving Kerr-McGee Corp. and prior to joining Quicksilver Resources, Inc., he was the Vice Presidenta consultant for oil and Chief Financial Officergas finance and management projects. Mr. Buterbaugh has 36 years of Latigocorporate finance, planning and served in this capacity from 2002 until the company was sold in May 2006. He then retired until joining Laredo in July 2007. Mr. Womble has more than 30 years ofinvestor relations experience in the oil and natural gas industry and, throughout his career, has served as financial analyst, consultant and in several executive positions with multiple companies.industry. He earnedholds a Bachelor of Business Administration degree and a Master of Business AdministrationScience degree in finance and accountingAccounting from West Texas Statethe University in Canyon, Texas.of Colorado.

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        Patrick J. Curth, age 60,61, has served as Laredo's Senior Vice President—Exploration and Land since October 2006. He has been involved in exploration and development projects in the Mid-Continent area for over three decades. Prior to joining Laredo, Mr. Curth joined Latigo in 2000 as Exploration Manager and served as Vice President—Exploration when Latigo was sold in May 2006. From 1997 to 2001, he was the Vice President—Exploration at Lariat. Mr. Curth holds a Bachelor of Arts in Geology from Windham College, a Masters Degree in Geological Sciences from the University of Wisconsin—Milwaukee and a second Masters Degree in Environmental Sciences from Oklahoma State University.

        John E. Minton, age 63,64, joined Laredo in October 2007 as Vice President—Reservoir Engineering and became Senior Vice President—Reservoir Engineering in September 2009. Before joining Laredo, Mr. Minton served as Senior Vice President of Reservoir Engineering at Rockford II Energy Partners from July 2006 to October 2007. In 2003, he joined Latigo as a Senior Reservoir Engineer and later became Manager of Corporate Reservoir Engineering. He served in this position until the company was sold in May 2006. He joined Lariat in 2000 as a Senior Reservoir Engineer and stayed with its successor Newfield Exploration until early 2003 as a Senior Reservoir Engineer. Mr. Minton is a member of the Society of Petroleum Engineers and has been a Registered Professional Engineer in the state of Oklahoma since 1982. He graduated from the University of Oklahoma with a Bachelor of Science degree in Mechanical Engineering.

        Rodney S. Myers, age 58, joined Laredo in November 2010 as Senior Vice President—Special Projects, and in September 2011 he assumed the newly created position of Senior Vice President—Permian. Immediately prior to joining Laredo, Mr. Myers came out of retirement in November 2009 to manage Sheridan Production Company's Mid-Continent District office in Tulsa, Oklahoma. Previously, from December 2002 until his retirement in May 2006, he served as the Senior Vice President and Chief Operating Officer of Latigo. Prior to Latigo, Mr. Myers spent over 13 years with Apache Corporation where he was Vice President for the Mid-Continent Region and Vice President of Production for its Central Region. Mr. Myers earned a Bachelor of Science degree in Petroleum Engineering from the University of Missouri at Rolla.

Kenneth E. Dornblaser, age 57,58, joined Laredo in June 2011 as Senior Vice President and General Counsel. Upon the resignation of W. Mark Womble in December 2012, Mr. Dornblaser was also appointed Corporate Secretary. Immediately prior to joining Laredo, Mr. Dornblaser was a shareholder in the Johnson & Jones law firm, which he co-founded in March 1994. Prior to co-founding Johnson & Jones, Mr. Dornblaser had been engaged in the private practice of law in Tulsa, Oklahoma, with the law firm of Gable & Gotwals since 1980. Mr. Dornblaser graduated from Oklahoma State University with a B.S.Bachelor of Science degree in Accounting and the University of Oklahoma where he received his Juris Doctorate degree.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

        The following discussion and analysis contains statements regarding our and our named executive officers' future performance targets and goals. These targets and goals are disclosed in the limited context of our compensation programs and should not be understood to be statements of management's expectations or estimates of results or other guidance.

Introduction

        The following compensation discussion and analysis describes the material elements of compensation for our named executive officers as determined by the Company's (and prior to the corporate reorganization, Laredo LLC's) Compensation Committee for 2011.2012. In particular, this "Compensation Discussion and Analysis" (1) provides an overview of Laredo's historical and proposed compensation policies and programs; (2) explains our compensation objectives, policies and practices with respect to our executive officers; and (3) identifies the elements of compensation for each of the

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individuals identified in the "Named executive officers"Executive Officers" table, who we refer to in this "Compensation Discussion and Analysis" section as our "named executive officers."

Compensation highlights

        In connection with going public, the Company developed and maintains compensation arrangements intended to optimize returns to shareholders and include best practice features, such as:

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Named executive officersExecutive Officers

        For the 20112012 fiscal year, our named executive officers were:

        Messrs. Foutch, Buterbaugh and Womble are named executive officers by reason of their positions as the principal executive and financial officers of the Company during the year (or, in the case of Mr. Womble and Mr. Buterbaugh, a portion thereof), and each of Messrs. Schuyler, Curth and Minton are named executive officers by reason of them being our three most highly compensated officers other than Messrs. Foutch, Buterbaugh and Womble. Each

2012 Company Highlights

        In 2012, we accomplished several goals as we grew reserves, production and operating cash flow. We continued to delineate and de-risk our core assets in the Permian Basin. Among our highlights in 2012 were the following:

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Summary of our Compensation Program

        Compensation of our executive officers is an employee of Laredo Petroleum, Inc., a wholly-owned subsidiaryhas historically included the following key components:

        The progress of the Company in 2012, including but not limited to the continued growth of production and an officerreserves, as well as the further delineation of both Laredo Petroleum, Inc.our overall resource potential (particularly in the Permian Basin), resulted in management's recommendation and the Company; however, eachCompensation Committee's determination to endorse the executive compensation framework and elements discussed in this "Compensation Discussion and Analysis" section as being in the best interests of the named executive officers is compensated by Laredo Petroleum, Inc., not the Company.

Process for Determining Executive Compensation

Administration of our compensation programs

        Our executive compensation program is overseen by the Compensation Committee. The purpose of the Compensation Committee is to overseesupervise the administration of compensation programs for all our officers and employees and those of our subsidiaries, including Laredo Petroleum, Inc. Officer compensation is reviewed at least annually for possible adjustments by the Compensation Committee.

Compensation philosophy and objectives of our executive compensation program

        Since Laredo'sour inception, in 2006, Laredo has sought to growwe have grown by focusing on the exploration and development of oil and natural gas in the Permian and Mid-Continent regions of the United States. Laredo'sOur compensation philosophy has been primarily focused on recruiting and motivating individuals to help Laredous continue that growth. Laredo'sOur executive compensation program is designed to attract, retain and motivate Laredo's highly qualified and committed personnel by compensating them with both long-term incentive compensation in the form of equity, options and performance units, and short-term cash compensation comprising salary and the possibility of annual bonuses.

        Prior to our initial public offering, although we attempted to keep our executive officers' total cash compensation at levels that we believed to be generally competitive with comparable positions of similar responsibility within our industry, Laredo did not employ a particular baseline position versus the market or particularized survey data for comparison or compensation-setting purposes. Laredo periodically assessed the competitiveness of the compensation packages for its executive officers and made appropriate adjustments to its program when it deemed necessary.

        In order to facilitate an effective transition into the new requirements we faced following consummation of our initial public offering in 2011, we have undertaken various reporting company preparedness initiatives to ensure the competiveness of our executive compensation programs and further align the interests of our executive officers and other employees with the long-term objectives of the Company. In particular, we engaged a compensation consultant to review the compensation arrangements we provide to our executive officers, recommend prospective compensation changes and identify potential areas where our compensation programs could be more competitive as discussed under the heading "—Role of external advisors." Any adjustment to our executive officers' compensation requires the recommendation of the Compensation Committee and the approval of the board of directors.

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Implementing our objectives

        Executive compensation decisions have historically beenare made on an annual basis by the Compensation Committee with input from Randy A.Messrs. Foutch, our ChairmanSchuyler, Buterbaugh and Chief Executive Officer, Jerry R. Schuyler, our President and Chief Operating Officer, and W. Mark Womble,Kenneth E. Dornblaser, our Senior Vice President, General Counsel and Chief Financial Officer.Secretary. Although the Compensation Committee considers the input received from these executive officers, compensation decisions are ultimately recommended by the Compensation Committee and approved by the board of directors.

        From time to time, Messrs. Foutch, Schuyler, Buterbaugh and Womble obtainedDornblaser obtain and reviewedreview external market information (including that received from the Compensation Committee's independent compensation advisor, as more fully described below) to assess Laredo'sthe Company's ability to provide

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competitive compensation packages to itsour executive officers and recommendedrecommend an adjustment to the compensation levels, when necessary. In making executive compensation recommendations, Messrs. Foutch, Schuyler, Buterbaugh and Womble consideredDornblaser consider both the Company's and the executive officers' performance during the year and Laredo's performance during the year. Moreover, an executive officer's expanded role at Laredothe Company could also serve as a basis for adjustment. Specifically, Messrs. Foutch, Schuyler, Buterbaugh and Womble providedDornblaser provide recommendations to the Compensation Committee regarding the compensation levels for Laredo'sour existing executive officers (including(excluding themselves) and itsour compensation program as a whole.

        While the Compensation Committee gavegives considerable weight to Messrs. Foutch, SchuylerFoutch's, Schuyler's, Buterbaugh's and Womble'sDornblaser's input on compensation matters, the board of directors, after considering the recommendations of the Compensation Committee, has the final decision-making authority on all officer compensation matters. No other executive officers have assumed a role in the evaluation, design or administration of our executive officer compensation program.

RoleCompensation Best Practices

        The Company maintains compensation arrangements intended to optimize returns to shareholders and include best practice features, such as:

Shareholder Say-on-Pay Results

        In addition to these practices, at our 2012 Annual Meeting, our executive compensation program received the support of external advisorsmore than 99% of shares voted at the meeting. The Compensation Committee has considered these results and viewed this outcome as evidence of stockholder support of its executive compensation decisions and policies. Accordingly, the Compensation Committee substantially maintained our executive compensation policies for 2012. The Compensation Committee will continue to review stockholder votes on our executive compensation and determine whether to make any changes to the program as a result of these votes.

Compensation Consultant and Conflict of Interest Analysis

        In July 2011, the Compensation Committee engaged Cogent Compensation Partners, Inc. ("Cogent") to serve as its independent compensation advisor. In July 2012, Cogent was acquired by Frederic W. Cook & Co., Inc. ("FWC") at which time the Compensation Committee confirmed the retention of FWC as its independent compensation advisor. FWC did not provide any other services to the Company that were not authorized by the Compensation Committee. In accordance with the requirements of Item 407(e)(3)(iv) of Regulation S-K, in 2012 the Compensation Committee considered the relationships that Cogent and FWC have had with the Company, the members of the Compensation Committee and our executive officers, as well as the policies that Cogent and FWC have in place to maintain their independence and objectivity, and determined that no conflicts of interest

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arose from the work performed by Cogent and FWC. It is anticipated that the relationship will continue during 2013. The Compensation Committee's objective when engaging Cogent and FWC was to assess Laredo'sour level of competitiveness for executive-level talent and provide recommendations for attracting, motivating and retaining key employees, in light of its transition into the new obligations the Company faces as a SEC registrant. As part of its engagement, Cogent:

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Collected and reviewed all relevant company information, including Laredo's historical executive compensation data and organizational structure, and conducted interviews with our executive officers and our institutional equity investor to gain insight into the vision, business strategy, culture and effectiveness of our current executive compensation program as well as expectations for the future;



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With the feedback from the Compensation Committee and management, established a peer group of companies to use for executive compensation comparisons;



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Developed a working compensation strategy upon which to base suggestions for going-forward program changes;



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Developed a framework for annual and long-term incentive compensation programs;



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Assessed the competitiveness of our compensation program's position relative to the market for our top executive officers and our stated compensation philosophy;



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Assessed the competitiveness of our director compensation program relative to the market; and



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Prepared a report of its analyses, findings and recommendations for our executive and director compensation programs.

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        Cogent'sFWC's initial report was presented to Laredo LLC's board of managers as a whole in August 2011. The report, which has since been updated as of January 1, 2012, was utilized by the Compensation Committee when making its recommendations to Laredo LLC'sthe Company's board of managersdirectors for the compensation programs and adjustments to the current programs that were made in 2011,2012 and later, as described below.

Competitive Benchmarking

        Cogent was engagedAt the request of the Compensation Committee, FWC identified potential peer companies for use in part to assess thebenchmarking our compensation levels of Laredo's executive officers relative to the market and Laredo's peer group of companies, as set forth below. Cogentpolicies. FWC used the following parameters when constructing the peer group for its assessment: (1) resource-focused exploration and production companies that are publicly traded, (2) companies with a good performance track record, (3) companies with a strong management team with technical expertise, and (4) companies with revenue between $100 million and $1 billion.

        Using these parameters and collaborating with Messrs. Foutch, Schuyler and Womble and members of the Compensation Committee, Cogent developed and originally recommended a 17-company industry reference peer group (the "Cogent Peer Group"), which was recommendedapproved by the Compensation Committee and approved by Laredo LLC's board of managers. The Cogent Peer Grouppeer group included the following companies:

Market-based compensation strategy

        Due to

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Elements of Compensation

        Compensation of our executive officers has historically included the following key components:

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• Base salaries;

• Short-term incentive payouts ("STIP") in the form of annual cash bonus awards, based primarily on the overall Company performance, with consideration also given to relative individual performance; and

• Long-term equity-based incentive awards, based primarily on the relative contribution of various officer positions, with consideration given to relative individual performance and, with respect to performance units, consideration given to relative total stockholder return over a three-year period.




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•

Annual cash

        In addition, in early 2012 we rewarded certain employees, including our named executive officers, with a one-time special bonus awards, based primarily onrelated to their efforts associated with the overall company performance, with consideration also given to relative individual performance;preparation and



•

Long-term equity-based incentive awards, based primarily on the relative contribution completion of various officer positions, with consideration given to relative individual performance and, with respect to performance units, consideration given to relative total stockholder return over a three-year period.

Base salariesPay Mix

        The following tables set forth (1) the approximate percentage of each named executive officer's total compensation that Laredo paid in the form of (i) base salary and cash bonus awards and (ii) equity awards during fiscal year 2012 as set forth in the "Summary compensation table" below and (2) the allocation of base salary, target annual cash bonus and target long-term incentive awards of our Chief Executive Officer and other named executive officers for 2013 (assuming each such person receives their target percentage for STIP and LTIP awards). We view the various components of compensation as related but distinct and emphasize "performance" by tying significant portions of total compensation to short- and long-term financial and strategic goals, currently in the form of base salaries, annual cash bonus awards and long-term plan-based incentive awards. Our compensation philosophy is designed to align the interests of our employees with those of our stockholders. For more information regarding the restricted unit awards, see the "Grants of plan-based awards table for the year ended December 31, 2012." We also attempt to set each officer's base salary in line with comparable positions with our peers and to award an annual cash bonus based on the achievement of overall Company strategic goals and each individual's relative contribution to those goals.

2012 Pay Mix

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Chief Executive Officer—2013 Estimated Pay Mix

Other named executive officers combined—2013 Estimated Pay Mix

Base Salaries

Purpose:    Base salaries are designed to provide a fixed level of cash compensation for services rendered during the year.

Competitive Positioning:    For base salaries, we target approximately the market median, because we believe this market mid-point allows us to attract and retain qualified personnel. In 2012, the aggregate base salaries for our named executive officers was approximately 90% of the market median.

Process for Setting Base Salaries:    Base salaries are reviewed annually, at a minimum,least annually, but are not adjusted if the Compensation Committee believes that our executives are compensated at proper levels in light of either our internal performance or external market factors.

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        In addition to providing a base salary that we believe is competitive with other, similarly situated, independent oil and gas exploration and production companies,peers, we also consider internal pay equity factors to appropriately alignamong each of our named executive officer's salary levels relative to the salary levels of our other officers so that it accurately reflects the officer's relative skills, responsibilities, experience and contributions to the Company. To that end, annualAnnual salary adjustments are based on a subjective analysis of many individual factors, including the:including:

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responsibilities of the officer;



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scope, level of expertise and experience required for the officer's position;



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strategic impact of the officer's position;



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potential future contribution of the officer; and



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actual performance of the officer during the year.

        In addition to the individual factors listed above, we also take into consideration our overall business performance and implementation of company objectives.Company objectives, as well as industry trends. While these factors generally provide context for making salary decisions, base salary decisions do not depend directly on attainment of specific goals or performance levels and no specific weighting is given to one factor over another.

        In February
Base Salary for 2012 and 2013

        The following table identifies the base salaries of 2011, the Compensation Committee approved a base salary increase of 3% for Messrs. Foutch, Womble, Schuyler and Curth and a 4% base salary increase for Mr. Minton due to Laredo's performance during 2010 and in order to provide theour named executive officers with fixed compensation comparable to market levels for similarly situated executives in the industry.

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        Later in 2011, after a review of Laredo's current compensation practices and survey of the Cogent Peer Group, a number of changes to base salaryduring 2012, as well as annual and long-term incentive targets, that are intended to provide more typical public companythe base salary and incentive arrangements as compared to the Cogent Peer Group, were considered andsalaries adopted by the Compensation Committee. The Compensation Committee recommended thatfor such persons in February 2013 for the following changes to base salaries be adopted:

Base salary
remainder of 2013:

        The Company's board of directors in February of 2012, Mr. Minton's current salary is $275,000. The current salaries of Messrs. Foutch, Womble, Schuyler and Curth are as stated in the "Proposed salary" column.

        Based on these proposals, Laredo LLC's board of managers approved increases in the base salaries of Laredo's named executive officers for 2013 as shown in the table above,above. The salary increases were effective as of September 1, 2011.February 10, 2013. The rationale for increasing base salaries was to adjust base salaries to approximately the median of the Cogent Peer Group,our peer group, consistent with Laredo's compensation strategy. CogentFWC reported that prior to the adjustments, currentadjustment, base salaries of Laredo's named executive officers were approximately 82%90% of the market median. Other than with respect to Mr. Minton, baseButerbaugh was not given an additional salary adjustments have not been madeincrease in 2012 for our named executive officers due to the adjustments made2013 since he was promoted late in late 2011 prior to the Company's initial public offering.2012.

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Annual cash bonus awardsCash Bonus Awards

Purpose:    Annual cash bonus awards are a key part of each named executive officer's annual compensation package. The Compensation Committee believes that cash bonuses are an appropriate way to further the Company's goals of attracting, retaining and rewarding highly qualified and experienced officers. Cash bonuses are generally awarded annually following completion of the service year for which bonuses are payable and are based primarily on Laredo's performance for such service year, but consideration is also given to individual performance and specific contribution to Laredo's success and performance.

Competitive Positioning:    For annual cash bonus awards, the Company targets approximately the market median. In 2012, the Company was positioned at 81% of the market median. We believe targeting the market median allows us to attract and retain qualified personnel.

Plan mechanics:    For the 20112012 fiscal year, annual cash bonuses were determined in two parts at the sole discretion of the Compensation Committee for ultimate approval by the board of directors. Consistent with the historical practices of Laredo, 50% of the cash bonus awardsaward for each named executive officer was determined by the 20112012 Bonus Performance Metric Results described below, while the remaining 50% was subjectively determined by the Compensation Committee whileconsidering the Company's overall performance in other areas. Individual adjustments were made after considering input provided by Mr.Messrs. Foutch and Schuyler regarding both Company performance in other areas as well as individual performance factors such as leadership, commitment, attitude, motivational effect, level of responsibility and overall contribution to Laredo's success (but excluding with respect to hisMr. Foutch's own performance, which was solely determined by the Compensation Committee). Although our cash bonus program includes the Company performance goals and objectives, our Compensation Committee has the ultimate discretion to recommend to the board of directors whether to award any, and the amount of, cash bonus awards, even if the Bonus Performance Metric Results do not satisfy the Bonus Performance Metric Targets.