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3, 2015 3, 2015 3, 2015 30, 2015. Who is entitled to vote at the Annual Meeting? How Can I Revoke My Proxy or Change My Vote? If the enclosed proxy card is executed, returned in time and not revoked, the shares represented thereby will be voted at the Annual Meeting and at any postponement or adjournment thereof in accordance with the instructions indicated on such proxy. We believe that the nominees will be available and able to serve as YEAR-ENDING JUNE 30, 2016 registered public accounting firm. Audit Fees Audit Fees Audit-Related Fees Tax Fees All Other Fees . Resolved, that the compensation paid to the company's Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion in the Proxy Statement relating to the Company's 2015 Annual Meeting, is hereby approved." Fiscal 2015. governance.html. is also responsible for performing independent audits of the Company's internal controls over financial reporting. The Audit Committee monitors and oversees these processes and reports to our Board of Directors with respect to its findings. Fiscal Year 2015. the Committee and as currently in effect is included on our website, http://www.evolutionpetroleum.com/ In determining whether to nominate an incumbent director for reelection, the Committee will evaluate each Fiscal 2015. Four Directors, Messrs. Robert S. Herlin, Gene G. Stoever, Edward J. DiPaolo and William E. Dozier attended our 2014 Annual Meeting of Stockholders. Directors. Legal Proceedings Laird Cagan Edward DiPaolo William Dozier Kelly Loyd Gene Stoever Robert Herlin(3) Laird Cagan Edward DiPaolo William Dozier Kelly Loyd Gene Stoever Robert Herlin(2) Robert S. Herlin(2) Sterling H. McDonald(3) Daryl V. Mazzanti(4) Laird Q. Cagan(5) Edward J. DiPaolo(6) William E. Dozier(7) Gene G. Stoever(8) Kelly W. Loyd(9) All executive officers and Directors as a group (eight persons)(2)(3)(4)(5)(6)(7)(8)(9) Peninsula Capital Management, L.P.(10) River Road Asset Management, LLC(11) John Lovoi(12) Advisory Research, Inc.(13) Wellington Management Company, LLP(14) I. Executive Summary As described compensation. stockholders. Officers, other than himself. However, the Compensation Committee makes the final determination on all compensation recommendations to the Board of Directors impacting the Named Executive Officers and certain other members of senior management. The The Compensation Committee recommended to the Board and received approval to revise the compensation structure to become more quantitative and performance based beginning in Fiscal 2015 with a significant portion of compensation at risk, particularly as to long-term incentive pay. 2015 performance relative to peer group meets pre-approved targets, and time vesting service based stock awards); and Robert S. Herlin Chairman, President and Chief Executive Officer Sterling H. McDonald Vice President, Chief Financial Officer and Treasurer Daryl V. Mazzanti Vice President, Operations to align executive's interests with our stockholders' interest. Annual cash incentives are administered in a similar manner and structure for all employees of the Company. Elements of the corporate objectives that drive determination of the annual incentives for the Named Executive Officers are used in deciding cash incentive payouts for all incentive performance goal, and Company performance relative to the stretch incentive performance goals. Beginning in Fiscal 2015, the Compensation Committee determined certain operational and financial metrics based on the Company's performance would be considered in determining the annual bonuses for executive officers and staff. The Company Health, Safety and Regulatory Operational Value Addition Strategic Total Company, thus not all goals are disclosed publicly. Committee considered the CEO's recommendations as to the individual ratings of all employees other than the CEO and ultimately determined individual rating and ratified the CEO's ratings of employees other than the Named Executive Officers based on their accomplishments against the goals above. Robert S. Herlin Chairman, President and Chief Executive Officer Sterling H. McDonald Vice President, Chief Financial Officer and Treasurer Daryl V. Mazzanti Vice President, Operations described in more detail in the section "Other Compensation Policies Affecting the Named Executive Officers." As a result of the current volatility in our industry, the determination of LTI grants for the Fiscal 2016 is still under consideration by the Compensation Committee. The timing of such grants, subject to approval and at the discretion of the Board of Directors, is expected to be on or about the date of the Annual Meeting. Robert S. Herlin Chairman, President and Chief Executive Officer Sterling H. McDonald Vice President, Chief Financial Officer and Treasurer Daryl V. Mazzanti Vice President, Operations Robert S. Herlin Chairman, President and Chief Executive Officer Sterling H. McDonald Vice President, Chief Financial Officer and Treasurer Daryl V. Mazzanti Vice President, Operations For Fiscal 2013 2012 2011 2010 VI. Employment Agreements and Severance Arrangements increments, subject to a 50% reduction in the event Mr. Mazzanti obtains similar employment during the six-month period. In addition, Mr. Mazzanti is bound by the provisions of a proprietary information and inventions agreement. As of June 30, 2015, we believe that all Directors and employees were in compliance with this Stock Retention Policy. Texas and began his career with the public accounting firm of KPMG. Chairman, President and Chief Executive Officer Vice President, Chief Financial Officer and Treasurer Vice President, Operations Named Executive Officers. Robert S. Herlin Sterling H. McDonald Daryl V. Mazzanti Robert S. Herlin Sterling H. McDonald Daryl V. Mazzanti Robert S. Herlin Sterling H. McDonald Daryl V. Mazzanti provides that in the event of a change in control, employees terminated within one year of the event shall receive severance pay in the amount of one year of base pay and targeted annual discretionary bonus, plus one year continuation of the company's subsidy of health, disability and life insurance benefits. Pursuant to the Company's Plan, the Administrator under the Plan has provided that in the event of a "change in control," half of all unvested options and stock awards would vest on the date of such "change in control" and the remainder of unvested options and stock awards would vest upon the employee's termination within a year of the "change in control." Robert S. Herlin Change in Control Death or Disability Sterling H. McDonald Change in Control Death or Disability Daryl V. Mazzanti Change in Control Death or Disability Householding and Combining Accounts
FellowEvolution Stockholders:6, 2012.3, 2015. If you plan to attend, please notify our Corporate Secretary, Mr. David Joe, at (713) 935-0122.twothree items to be voted on by our stockholders.Note that your broker is not permitted to vote on matters considered "non-routine" such as the election of directorsDirectors without specific voting instructions from you, as further explained in the Q&A section of the Proxy Statement under "How Can I Vote?" Sincerely,
President and Chief Executive OfficerHouston, TexasOctober 29, 2012
6, 2012Dear Stockholders:20122015 Annual Meeting of Stockholders (the "Annual Meeting") of Evolution Petroleum Corporation, a Nevada corporation (the "Company"), will be held on Thursday, December 6, 2012,3, 2015, commencing at 10:00 a.m. Central Time, at the Company's principal executive offices at 2500 CityWest Boulevard, Suite 1300, Houston, Texas 77042. The Annual Meeting will be held for the following purposes:(1)To elect six directors, each to serve until the 2013 Annual Meeting of Stockholders, or until their successors are(1) To elect five Directors to our Board of Directors, each to serve until the 2016 Annual Meeting of Stockholders or until their successor is elected and qualified; (2) To ratify the appointment of Hein & Associates LLP, an independent registered public accounting firm, as our independent registered public accountant for the Fiscal Year-Ending June 30, 2016; (2)To ratify the appointment of Hein & Associates LLP, an independent registered public accounting firm, as our independent auditors for the fiscal year ending June 30, 2013;(3) To approve, in a non-binding advisory vote, the compensation of our Named Executive Officers; and (3)To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof.(4) To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof. 19, 201212, 2015 are entitled to notice of, and to vote at the Annual Meeting or any postponement or adjournment thereof, notwithstanding the transfer of any shares after such date. If you were a stockholder at the close of business on October 19, 2012,12, 2015, you are entitled to vote.6, 2012year endedFiscal Year-Ended June 30, 2012,2015, are also available on the Company's website,www.evolutionpetroleum.com.From the homepage, you can link through the"Investor Relations"Investors"page to the"Proxy Materials"page. Directions to attend the Annual Meeting and vote in person are also available on our website. From the homepage, you can link to"Contact"where you will find a link to a map to our Houston office. By Order of the Board of Directors of Evolution Petroleum Corp.
STERLING H. MCDONALDSterling H. McDonaldVice RANDALL D. KEYSHouston, TexasOctober 29, 2012
Boulevard,Blvd. Suite 13006, 20121010:00 a.m., Central Time, at our Company's principal executive offices at 2500 CityWest Boulevard, Suite 1300, Houston, Texas 77042, on December 6, 2012,3, 2015, and at any postponement or adjournment thereof.fiscal year endedFiscal Year-Ended June 30, 20122015 is being mailed to stockholders with the mailing of the Notice of Meeting and Proxy Statement. This Proxy Statement and the accompanying proxy card are first being sent to our stockholders on or about October 29, 2012.20122015 Annual Meeting?of Meeting and described in detail in this Proxy Statement, which isare to:six directors,five Directors to our Board of Directors, each to serve until the 20132016 Annual Meeting of Stockholders or until their successors aresuccessor is elected and qualified;auditorsregistered public accountant for the fiscal year endingFiscal Year-Ending June 30, 2013;2016; (3)fiscal year endedFiscal Year-Ended June 30, 2012,2015, which we refer to as fiscal 2012,Fiscal 2015, and respond to questions from stockholders.19, 201212, 2015 (the "Record Date") will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof.Due to regulatory changes, your broker is not able to vote on your behalf for the election of directors without specific voting instructions from you.beneficial owner"beneficial owner" of shares held in the "street name" of the entity holding your shares.thea beneficial owner, you have the right to direct your broker or nominee how to vote and you are also invited to attend the Annual Meeting. However, since you are not the stockholder of record (record holder), you may not vote these shares in person at the Annual Meeting unless you obtained a signed proxy from the record holder giving you the right to vote these shares.directors.Directors. This restriction also applies to all non-routine matters. Where a matter is not considered "routine," such as Proposal No. 1 regarding the election of directorsDirectors and Proposal 3 regarding say on pay, the shares held by the broker will not be voted on those proposals without specific instruction from the beneficial holder of the shares.directors,Directors, the Company has adopted a majority voting policy whereinwhereby any of the sixfive nominees receiving the majority of votes cast will be elected provided a quorum is present. Any nominee who does not receivingreceive at least a majority of the votes cast with respect to his election shall tender his resignation to the Board, whereupon, the Boarddirectors)Directors) and will have the same effect as negative votes. Broker non-votes will not be counted as votes cast, and therefore they will have no effect on the outcome of the matters presented at the Annual Meeting.28,051,96332,670,342 shares of our common stock (including restricted shares) issued and outstanding and such shares are the only shares entitled to vote at the Annual Meeting.•six directorsfive Directors named in this Proxy Statement, to serve until our annual meetingAnnual Meeting of shareholdersStockholders in 2013 and2016, or until their successors are elected;successor is elected and qualified;•auditorsregistered public accountant for the year endingFiscal Year-Ending June 30, 2013.2016; andProxiesIF NO INSTRUCTIONS ARE INDICATED ON THE PROXY CARD, THE OFFICIAL PROXIES WILL VOTEIf no instructions are indicated on the proxy card, the official proxies will vote (1) "FOR" THE PROPOSALS DESCRIBED IN THIS PROXY STATEMENT AND"for" the proposals described in this proxy statement and (2) AS TO ANY OTHER MATTERS PROPERLY BROUGHT BEFORE THE ANNUAL MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF, IN THE SOLE DISCRETION OF THE PROXY HOLDERS.as to any other matters properly brought before the Annual Meeting or any postponement or adjournment thereof, in the sole discretion of the proxy holders.10.
7.I
1directorsDirectors are elected annually by the stockholders to serve until the next annual meetingAnnual Meeting of stockholders and until their successors are duly elected and qualified. The minimum number of directorsDirectors is established by our Bylaws, and may beBoard of Directors.Board. The current authorized number of directorsDirectors is six.five. Assuming the presence of a quorum, a majority of the votes cast in person or by proxy at the Annual Meeting is required for the election of each director.sixfive nominees are currently serving as directorsDirectors of the Company. We have determined there are fivefour "independent" directorsDirectors serving on our Board as defined in the listing standards of the NYSE MKT. All sixfive of our incumbent directorsDirectors are standing for re-election. and Corporate Governance Committee" in this proxy statement, the Board considers qualifications and other factors when evaluating individual directors,Directors, as well as the composition of the Board as a whole. As part of this process, the Board and its Nominating and Corporate Governance Committee review the particular experiences, qualifications, attributes or skills of each of the nominees. The biographies of each of the nominees below contain information regarding the person's service as a director, business experience, director positions held currently or at any time during the last five years, and information regarding involvement in certain legal or administrative proceedings, if applicable. They also highlight the particular experiences, qualifications, attributes or skills that have caused the Nominating and Corporate Governance Committee and the Board to conclude that such persons should serve as a director of the Company. In particular, each nominee brings extensive and specific expertise in key functional and industry areas in which we, as a company, are active. The five nominees for Director are:NameKelly W. Loyd, age 41, has served as Director of Evolution since 2008. He currently serves as a member of the Compensation Committee and as a member of the Nominating Committee. Since 2004, Mr. Loyd has been employed by JVL Advisors, LLC, a private energy investment company that owns approximately 16.5% of our common shares. From 2001 to 2004, Mr. Loyd was an associate in the energy corporate finance investment banking group at RBC Capital Markets and Howard Frazier Barker Elliot. Previously, Mr. Loyd served as a founder and controller of L.A.B. Sports and Entertainment, a sports/entertainment promotion and production company, a Managing Partner of Tigre Leasing, L.L.P, a commercial real estate company focused on the purchase/sale of resort properties, and as an analyst in Jefferies and Company, Inc.'s energy corporate finance investment banking group. Mr. Loyd received a B.S. in Economics with Finance Applications from Southern Methodist University and earned an MBA from Rice University. We believe Mr. Loyd's extensive experience in energy investment banking and his education qualifies Mr. Loyd to serve on our Board and his assigned Committees.AgePrincipal Occupation and DirectorshipsRobert S. Herlin57Mr. Herlin, a co-founder of our Company, has been President, Chief Executive Officer and a Director since May 2004. Mr. Herlin was elected Chairman of the Board of Directors in January 2009. Prior to the merger of Natural Gas Systems, Inc. ("Old NGS") into our company, Mr. Herlin served as President, Chief Executive Officer and Director of Old NGS since its inception in September 2003. He is responsible for our operations and strategy. Mr. Herlin has 30 years of experience in engineering, energy transactions, operations and finance with small independents, larger independents and major integrated oil companies. Since 2003 until early 2010, Mr. Herlin has also served as a nonactive Partner with Tatum CFO, a financial advisory firm that provides executive officers on a part-time or full-time basis to clients, where he has been assigned as a fulltime executive officer of our company. From 2001 to 2003, Mr. Herlin served as Senior Vice President and Chief Financial Officer of Intercontinental Towers Corporation, an international wireless infrastructure venture. Mr. Herlin also served on the Board of Directors of Boots and Coots, Inc., an oil field services company, from 2003 until its sale to Halliburton Company in September 2010. He also serves on the Engineering Advisory Board for the Brown School of Engineering at Rice University, where he previously served on the Centennial Council for Chemical and BioMolecular Engineering. Mr. Herlin graduated with honors from Rice University with B.S. and M.E. degrees in chemical engineering and earned an MBA from Harvard University. We believe Mr. Herlin's executive leadership of our Company since its founding, extensive oil and gas industry experience, multi-functional expertise, education and his Board of Director service to public companies qualifies Mr. Herlin to serve on our Board.NameAgePrincipal Occupation and DirectorshipsLaird Q. Cagan54Mr. Cagan, a co-founder of the Company, has served as a director on our Board of Directors since May 2004 and as Chairman of the Board from May 2004 to January 2009. He is currently a member of our Governance and Nominating Committee. Mr. Cagan is a co-founder and Managing Director of Cagan McAfee Capital Partners, LLC ("CMCP"), a merchant bank based in Cupertino, California. From 2004 until 2008, Mr. Cagan was a Managing Director of Chadbourn Securities, Inc. (member FINRA/SIPC). In 2008 Chadbourn was absorbed by Colorado Financial Services Corporation (member FINRA/SIPC) at which time Mr. Cagan became a registered representative and principal of Colorado Financial Services Corporation until 2012. He holds his Series 7, 63, and 24 licenses, but is not currently registered with any broker-dealer. He also continues to serve as President of Cagan Capital, LLC, a merchant bank he formed in 1990, the operation of which transitioned into CMCP. Mr. Cagan serves on the Boards of Directors of Calpian, Inc., Blue Earth, Inc., Tombstone Exploration Corporation, Global Carbon Group LLC and Career College Holding Company, Inc. (formerly World Sage, Inc.). Mr. Cagan previously served on the Board of Directors of Aemetis (formerly AE BioFuels), Camac Energy (formerly Pacific Asia Petroleum), Fortes Financial Corporation and Chairman of TWL Corporation. Mr. Cagan was a director of Fortes Financial Corporation when the Company, along with its officers and directors, entered into a Consent Order with the State Banking Department of New Hampshire for not funding one mortgage loan that had a conditional commitment. The officers of the company (but not Mr. Cagan nor any director) collectively paid a fine of $2,500 and, as the Company had ceased operations and had requested a cancellation of its state license, all parties agreed to a permanent observance of a cease and desist order and revocation of Fortes Financial's license to broker mortgages in the State. Mr. Cagan was a registered representative of Colorado Financial Services Corporation when he was served an administrative suspension from December 15-29, 2008 for violation of a FINRA rule for failure to provide copies of personal brokerage statements to his broker-dealer. Mr. Cagan attended M.I.T. and received his B.S. and M.S. degrees in engineering and his MBA from Stanford University. We believe Mr. Cagan's extensive investment and merchant banking experience, expertise in providing seed capital to high risk startups including our Company, history as our co-founder, education and Board of Director service to public and private companies qualifies Mr. Cagan to serve on our Board and his assigned Committee.NameAgePrincipal Occupation and DirectorshipsEdward J. DiPaolo59Mr. DiPaolo has served as a director of our company since 2004. He currently serves as our Lead Independent Director, Chairman of our Governance and Nominating Committee, and is a member of our Audit and Compensation Committees. Mr. DiPaolo has been a Senior Advisor at Duff & Phelps Securities, LLC since 2011. Prior to that, he was an Energy Partner at Growth Capital Partners, L.P. for eight years, following his 27 years at Halliburton Company, most recently as Group Senior Vice President of Global Business Development with Halliburton Company since 2003. Prior roles at Halliburton included serving as North American Regional Vice President and Far East Regional Vice President. In these roles, he was responsible for overall operations of Halliburton Energy Services' North America and Far East operations. Mr. DiPaolo currently serves on the Board of Directors of the following public companies: Willbros Group Inc. and Edgen Group, Inc. He also sits on several private company boards. He previously served as Interim Chairman of the Board of Directors of Boots and Coots Group and on their board prior to Boots and Coots being sold to Halliburton. He also served on Superior Well Service board prior to being sold to Nabors Industries, Inc. In addition, he served on the board of Inncore Subsurface Technologies prior to being sold to BJ Services Company. Mr. DiPaolo received his undergraduate degree in Agricultural Engineering from West Virginia University in 1976. He also serves on the Advisory Board for the West Virginia University College of Engineering. We believe Mr. DiPaolo's extensive experience in oilfield service, corporate advisory roles, education and Executive and Board of Director service to public and private companies qualifies Mr. DiPaolo to serve on our Board, his assigned Committees and as our Lead Independent Director.NameAgePrincipal Occupation and DirectorshipsWilliam E. Dozier60Mr. Dozier has over 37 years of oil & gas industry experience and has served as a director of our company since December 2005. He is the Chairman of the Compensation Committee and also a member of the Audit Committee. Since 2005, Mr. Dozier has been an independent oil and gas consultant. From 1992 to 2005, Mr. Dozier served as Senior Vice President of Operations, and most recently as Senior Vice President for Business Development, for Vintage Petroleum, a large publicly traded global independent oil and gas company acquired by Occidental Petroleum. From 1983 to 1992, he was Manager of Operations Engineering for Santa Fe Minerals, a privately held E&P Company. Mr. Dozier began his career with Amoco Production Company in 1975, working in all phases of production, reservoir evaluations, drilling and completions in the Mid-Continent and Gulf Coast areas. From May 2009 to July 2011, Mr. Dozier served on the Board of Directors of CAMAC Energy, Inc (formerly Pacific Asia Petroleum, Inc.). Mr. Dozier also serves on several private and charitable boards. In 2005, Mr. Dozier formed Extex Consulting, Inc. based in Houston, Texas. He is a licensed petroleum engineer with a B.S. in Petroleum Engineering from The University of Texas at Austin. We believe Mr. Dozier's extensive experience in oil and gas exploration and development, education and Executive and Board of Director service to public companies qualifies Mr. Dozier to serve on our Board and his assigned Committees.Kelly W. Loyd38Mr. Loyd has served as a director of our company since December 2008. He currently serves as a member of the Compensation Committee and as a member of the Nominating and Corporate Governance Committee. Since 2004, Mr. Loyd has been employed by JVL Advisors, LLC, a private energy investment company that is a major stockholder of our company. From 2001 to 2004, Mr. Loyd was an associate in the energy corporate finance investment banking group at RBC Capital Markets and Howard Frazier Barker Elliot. Previously, Mr. Loyd served as a founder and controller of L.A.B. Sports and Entertainment, a sports/entertainment promotion and production company, a Managing Partner of Tigre Leasing, L.L.P, a commercial real estate company focused on the purchase/sale of resort properties, and as an analyst in Jefferies and Company, Inc.'s energy corporate finance investment banking group. Mr. Loyd received a B.S. in Economics with Finance Applications from Southern Methodist University and earned an MBA from Rice University. We believe Mr. Loyd's extensive experience in energy investment banking, employment for a hedge fund manager that is a major investor in our Company and his education qualifies Mr. Loyd to serve on our Board and his assigned Committee.NameAgePrincipal Occupation and DirectorshipsGene G. Stoever74Mr. Stoever has been a member of our Board since 2004. He currently serves as Chairman of our Audit Committee and as a member of our Nominating and Corporate Governance Committee. Mr. Stoever was an audit partner with KPMG LLP for 24 years until his retirement in 1993. During his tenure at KPMG, he served domestic and multinational clients engaged in the manufacturing, construction, refining, oil and gas, real estate and banking industries, as well as serving as SEC Reviewing Partner responsible for advising and reviewing domestic and foreign client filings with the SEC. Mr. Stoever currently serves as chairman of the Audit Committee and is a member of the Compensation Committee of the Board of Directors of Orion Marine Group, Inc (NYSE: ORN) and previously served on Boards, as a chairman of the Audit Committees of Propex, Inc. and several other companies. Mr. Stoever is a Certified Public Accountant in the State of Texas (currently inactive license holder) and earned his B.B.A. degree in accounting with honors from The University of Texas at Austin. We believe Mr. Stoever's extensive experience in public accounting as a former Big Four partner, knowledge of financial reporting, SEC, GAAP and auditing standards, education and certification as a CPA, designation of a Governance Fellow by the National Association of Corporate Directors, and Board Service to public and private companies qualifies Mr. Stoever to serve on our Board, his assigned Committees and as a financial expert.directors.Directors. In the event that a nominee is unable to serve, the proxy holders will vote the proxies for such other nominee as they may determine.THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTEThe Board of Directors unanimously recommends that the stockholders vote "FOR" THE ELECTION OF EACH OF THE DIRECTOR NOMINEES LISTED ABOVE.the election of each of the director nominees listed above.
AS OURTHE COMPANY'S INDEPENDENT AUDITORSREGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2013anas the Company's independent registered public accounting firm as our independent auditors to audit our consolidated financial statements for the fiscal year endingFiscal Year-Ending June 30, 2013. From2016. Since June 30, 2004, through June 30, 2012, Hein & Associates LLP served as our independent auditors.auditors;registered public accountant; however, the Audit Committee and the full Board of Directors believe it to be sound corporate practice to seek such approval. If the appointment is not ratified, the Audit Committee will investigate the reasons for stockholder rejection and will re-consider the appointment. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent auditorsregistered public accountant at any time during the year if it determines that such a change would be in the best interests of our company and our stockholders.auditors,registered public accounting firm, Hein & Associates LLP, for professional services rendered for the audit of our annual financial statements included in our Annual Report on Form 10-K for fiscal years endingFiscal Years-Ending June 30, 20122015 and 20112014 were as follows: 2012 2011 2015 2014 $ 128,862 $ 136,925 $ 132,722 $ 128,220 $ — $ — — — $ — $ — — — $ — $ — — — In order to reduce non-audit services performed by our independent registered public accounting firm, we retained Grant Thornton LLP to replace Hein & Associate's tax compliance, tax advice and tax planning services starting in fiscal 2008.adoptedhas a Pre-Approval Policy with respect to services which may be performed by the independent auditor. This policy lists specific audit, audit-related, and tax services as well as any other services that the independent auditor is authorized to perform and sets out specific dollar limits for each specific service, which may not be exceeded without additional Audit Committee authorization. The Audit Committee receives quarterly reports on the status of expenditures pursuant to that Pre-Approval Policy. The Audit Committee reviews the policy at least annually in order to approve services and limits for the current year. Any service that is not clearly enumerated in the policy must receive specific pre-approval by the Audit Committee or by its Chairman, to whom such authority has been conditionally delegated, prior to engagement. During fiscal year 2012,Fiscal Year 2015, no fees for services outside the scope of audit, review, or attestation that exceed the waiver provisions of 17 CFR 210.2-01(c)(7)(i)(C) were requested of or approved by the Audit Committee.THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTEThe Board of Directors unanimously recommends a vote "FOR" THE RATIFICATION OF THE APPOINTMENT OF HEINthe ratification of the appointment of Hein & ASSOCIATESAssociates LLP, AN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AS OUR INDEPENDENT AUDITORS FOR FISCAL YEAR 2013.as the Company's independent registered public accounting firm for the Fiscal Year-Ending June 30, 2016. and the requirements of the NYSE MKT. The Board of Directors held sevenfour meetings during fiscal 2012.Fiscal 2015. Each directorDirector attended at least 75% of the aggregateall of the total meetings of the Board and the total number of meetings held by all committees of the Board on which such directorDirector served during fiscal 2012. The Company currently has no formal policy with respect to the attendance of members of the Board of Directors at annual meetings. Four Directors, Messrs. Robert Herlin, Laird Cagan, Edward DiPaolo and William Dozier attended our 2011 Annual Meeting of Stockholders. Laird Q. Cagan, William E. Dozier, Edward J. DiPaolo, Gene G. Stoever and Kelly W. Loyd each qualify as independent non-employee directors with no relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Mr. Robert S. Herlin is not independent since he is a Named Executive Officer of the Company.boardBoard the independent auditors to be retained, and receive and consider the auditors' comments as to controls, adequacy of staff and management performance and procedures in connection with audit and financial controls. The Audit Committee is also authorized to review related party transactions for potential conflicts of interest. The Audit Committee's functions are further described under the heading "Audit Committee Report". A copy of the written charter adopted by the Board of Directors for the Audit Committee and as currently in effect is included on our website, http://www.evolutionpetroleum.com/company_governance.html. Mr. Gene G. Stoever, Chairman, and Messrs. Edward J. DiPaolo and William E. Dozier. Each member of the Audit Committee is "independent," as such term is defined in"independent"under the listing standards for audit committee members for companies listed on the NYSE Amex.MKT. Each member of the Audit Committee also satisfies the Securities and Exchange Commission's additional independence requirements for members of audit committees. The Board has determined that Mr. Stoever qualifies as a "financialan "audit committee financial expert" as defined under Item 401(e)(2)407(d)(5) of Regulation S-K of the Securities Act of 1933. The Audit Committee met four times during fiscal year 2011.fiscal year endedFiscal Year-Ended June 30, 20122015 with both management and the independent registered public accounting firm, Hein & Associates LLP, matters related to Section 404 of the Sarbanes-Oxley Act of 2002, and the matters required to be discussed by the statement on Auditing Standards No. 61 (Communications with Audit Committees), as amended and adoptedsuperseded by the Public Company Accounting Oversight Board in Rule 3200T.Auditing Standard No. 16. The Audit Committee has received the written disclosures and the letter from the independent auditors required by Independence Standards Board Standard No. 1, as adopted by the Public Company Accounting Oversight Board in Rule 3600T,3526 regarding the independent auditor's communications with the Audit Committee concerning independence, and has discussed with the independent auditor the independent auditor's independence.audit committeeAudit Committee discussed with our independent auditors, the overall scope and plans for the audit. We met with our independent auditors, with and without management, to discuss the results of their examination, their evaluation of our internal controls, and the overall quality of our financial reporting.the year ended June 30, 2012Fiscal 2015 be included in the Company's Annual Report on Form 10-K for the fiscal year endedFiscal Year-Ended June 30, 20122015 for filing with the Securities and Exchange Commission. The Board of Directors approved such inclusion.company_governance.html.governance.html. All members of the Compensation Committee are "independent," as such term is defined in"independent" under the listing standards for Compensation Committees for companies listed on the NYSE MKT. The Compensation Committee met four times during fiscal year 2012.and Corporate Governance Committeeand Corporate Governance Committee, the current members of which are Mr. DiPaolo, Chairman, and Messrs. Stoever Cagan and Loyd, is responsible for identifying, screening, and recommending qualified candidates to serve on our Board of Directors and providing guidance and policy on corporate governance.Directors. A copy of the written charter adopted by the Board of Directors forcompany_governance.html.governance.html. Pursuant to its charter, the Committee is directed, among other things, to: developdetermine desired board skills and recommendattributes; actively seek individuals whose skills and attributes reflect those desired; evaluate and propose nominees for election to the Board specific guidelinesof Directors; review the slate of Directors who are to be re-nominated to determine whether they are meeting the Board's expectations of them; annually review committee chairs and criteria for selecting nomineesmembershipformulate a process to identify and evaluate candidates to be recommended; review periodically compensation programs for non-employee directorsconsider and make recommendations for changes when appropriate; and evaluate the performance of incumbent members ofto the Board regarding what experience, talents, skills and other characteristics the Board as a whole should possess in order to determine whether to recommend such persons for re-election. All four membersmaintain its effectiveness. Each of the nominating committee areMessrs. DiPaolo, Stoever and Loyd is "independent" as defined in the listing standards for companies listed on the NYSE MKT.directorsDirectors submitted by our stockholders. All such stockholder nominating recommendations must be in writing, addressed to the Nominating Committee, care of the Corporate Secretary at Evolution Petroleum Corporation, 2500 CityWest Boulevard, Suite 1300, Houston, Texas 77042. Submissions must be made by mail, courier or personal delivery. E-mailed submissions will not be considered. Stockholders wishing to recommend nominees for election as directorsDirectors at an annual meetingAnnual Meeting should submit such recommendation, together with any relevant information that they wish the Nominating Committee to consider, to the Corporate Secretary no later than 120 days prior to the date of the notice of annual meetingAnnual Meeting released to stockholders in connection with the current year's annual meeting.Annual Meeting. The stockholder's nomination notice shall set forth: (i) as to each person whom the stockholder proposes to nominate for election or reelection as a director: (a) the name, age, business address and residence address of the person; (b) the principal occupation or employment and business experience of the person for at least the previous five years; (c) the class and number of shares of our capital stock which are beneficially owned by the person; and (d) any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directorsDirectors pursuant to the rules and regulations of the SEC under Section 14 of the Exchange Act; and (ii) as to the stockholder giving the notice: (a) the name and record address of the stockholder; and (b) the class and number of shares of our capital stock which is beneficially owned by the stockholder. Such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director, if elected. We may require any proposed nominee to furnish such other information as may reasonably be required by us to determine the eligibility of such proposed nominee to serve as a director.directorshipDirectors should possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of the Company's stockholders. They must also have an inquisitive and objective perspective, practical wisdom and mature judgment. The Company endeavors to have a boardBoard representing diverse experience in areas that are relevant to the Company's business activities. Directors must be willing to devote sufficient time to carrying out their duties and responsibilities efficiently, and should be committed to serve on the Board for an extended period of time.does not have a formal policy with regard to considering diversity in its identification of director candidates; however, the Committee does considerconsiders diversity in business and professional experience, education, and background that can benefit us by increasing the range of skills and perspectives available to our Board of Directors. Members will be selected without regard to race, gender, religious belief, ancestry, national origin or disability. Our Board of Directors believes that adherence to these principles will provide an environment and practices that will yield the best return for our stockholders.incumbent'sincumbents continued service, in light of the Board's collective requirements, at the time such Director comes up for reelection.directorsDirectors for election without consideration by the Committee so long as we are provided with proper notice of such nomination, which notice includes all the information required pursuant to Regulation 14A under the Exchange Act including the consent to serve as a director. The Nominating Committee met oncetwice during fiscal 2012.annual meetingsAnnual Meetings of our stockholders.and President, serves as the Chairman of our Board of Directors. The Board of Directors recently created the position of Lead Independent Director in 2012 and following each Annual Meeting thereafter, have elected Mr. DiPaolo to serve in that roleas Lead Independent Director until the next meeting of the Board of Directors following the Annual Meeting.directorsDirectors and management, and (iii) determine and manage the amount of time and information devoted to discussion and analysis of agenda items and other matters that may come before the Board. Our Board leadership structure also fosters strong oversight by our independent directors,Directors, with Mr. DiPaolo currently serving as our Lead Independent Director. Mr. Herlin is the only member of management who serves on the Board, and all of the other directorsDirectors are fully independent. Each of the committees of the Board is comprised of and chaired by an independent director.directorsDirectors are led by our lead independent director,Lead Independent Director, currently Mr. DiPaolo. These executive sessions may be attended by our outside legal counsel as requested by the non-management Board members. The Lead Independent Director is responsible for providing feedback regarding these meetings to the Chairman.considershas oversight of our risk management efforts to be a responsibility of the entire Board.management. The Board's role in risk oversight includes receiving regular reports from members of senior management on areas of material risk to us, including but not limited to operational, financial, personnel, information technology, environmental, legal and regulatory, strategic and reputational risks. The full Board receives these reports to enable the Board to understand our risk identification, risk management, and risk mitigation strategies. The Board also makes risk management an integral part of our annual strategic planning process, which addresses, among other things, the risks and opportunities facing us.
Compensation Committee Interlocks and Insider Participation Laird Q. Cagan, a member of our Board of Directors, is a Managing Director and co-owner of Cagan McAfee Capital Partners, LLC ("CMCP"). CMCP has performed financial advisory services to us pursuant to a written agreement amended in December 2008. Also pursuant to the Agreement, Mr. Cagan, as a registered representative of Colorado Financial Services Corporation and as a partner of CMCP, could serve as our placement agent in private equity financings, wherein CMCP could earn cash fees equal to 8% of gross equity proceeds, declining to 4% subject to the amount of equity raised through CMCP, and a fixed 4% warrant fee. Neither Mr. Cagan nor CMCP have received any compensation for advisory services since December 2008, or for placement services since May 2006. On May 3, 2012, 65,261 shares of common stock were issued to Mr. Cagan through a net cashless exercise of placement warrants. The placement warrants, which were issued to Mr. Cagan in 2004 in connection with a financing transaction, gave Mr. Cagan the right to purchase 91,200 shares, with a weighted average exercise price of $1.00 per share.directors,Directors, including the principal executive officer, principal financial officer and principal accounting officer. It covers all areas of professional conduct, but not limited to, conflicts of interest, disclosure obligations, insider trading, confidential information, as well as compliance with all laws, rules and regulations applicable to Evolution's business.Sterling H. McDonald,Randall D. Keys, either by writing to him at 2500 CityWest Boulevard, Suite 1300, Houston, Texas 77042, or by calling him at (713) 935-0122. Reports of such violations would include, among other things:•••••••company_governance.html.governance.html. Or, to obtain a copy of Evolution's Code of Business Conduct and Ethics, without charge, any person may submit a written request to Evolution Petroleum Corporation, c/o Corporate Secretary, 2500 CityWest Boulevard, Suite 1300, Houston, Texas 77042.directorDirector or executive officer, to our knowledge, is a party to any material legal proceeding adverse to the interests of the Company. Additionally, no director or executive officer has a material interest in a material proceeding adverse to the Company.directorsDirectors or with specified directorsDirectors by sending correspondence to our Corporate Secretary at 2500 CityWest Boulevard, Suite 1300, Houston, Texas 77042. All such letters will be forwarded to the entire Board or to the Director(s) specified by the stockholder. Except as noted,boardBoard and for serving as committee members. Robert S. Herlin, who serves as the Chairman of the Board President and Chief Executive Officer, receives no additional compensation for serving as a director or committee member. During fiscal 2012, Mr. Loyd began receiving compensation as an outside director and for his service on the Compensation and Governance committees.outsidenon-employee directors constitutes a cash base retainer of $40,000 per year, plus meeting fees of $1,000$1,500 per day for boardBoard and committee meetings attended in person and $500$1,000 per day for those meetings attended telephonically,telephonic, with a maximum of one fee paid per day in total. The Chair of the Audit Committee, who also chairs the Dividend Committee, is paid an additional retainer of $18,000 per annum, the Chair of the Compensation Committee is paid an additional retainer of $12,000 per annum, and the Chair of the Nominating and Governance Committee is paid an additional $3,750$10,000 per annum. The retainer to the Chair of the Nominating and Governance Committee was increased to $7,500 following fiscal 2012. In addition to the cash retainers and fees, the outside directorsDirectors receive a payment of restricted stock with a fair market value of $50,000 per annum awarded as of the date of each annual stockholders meeting. These shares of restricted stock vest at the earlier of one year from the date of grant or the date of the next Annual Meeting. We also reimburse our non-employee directors for any direct expenses they incur in their capacity as directors,Directors, generally limited to travel costs related to boardattending Board and committee meetings.sets forth a summary ofprovides information concerning the compensation of our non-employee directors for the Company paid to its directors in fiscal 2012: Fees Earned or Paid in
Cash(1) Stock(2) Awards All Other
Compensation Total $ 25,500 $ 50,000 $ — $ 75,500 48,750 50,000 — 98,750 52,750 50,000 — 102,750 24,000 50,000 — 74,000 58,000 50,000 — 108,000 — — — —
Fiscal Year- Ended June 30, 2015.(1)Represents fees earned for services as a director during fiscal year 2012, including annual base retainer fee and chairmanship, and fees earned for attending meetings of the Board and committees. During the fiscal year, there were seven meetings of the Board of Directors, four meetings of the audit committee and four meetings of the compensation committee.(2)Represents the fair value of restricted common stock granted during fiscal year 2012 as annual Board compensation computed in accordance with FASB ASC Topic 718. The value ultimately realized by the director may or may not be equal to this determined value. These shares of restricted stock cliff vest on December 5, 2012.(3)Please see table for Officers' compensation for Mr. Herlin, who does not receive any additional compensation for his services as Chairman of the Board and Director.Name Total Edward J. DiPaolo $ 61,000 $ 50,000 $ 1,699 $ 112,699 William E. Dozier 62,000 50,000 1,699 113,699 Kelly W. Loyd 50,000 50,000 1,699 101,699 Gene G. Stoever 65,500 50,000 1,699 117,199 Robert S. Herlin (4) — — — — (1) Includes annual cash retainer fee, Board and committee meeting fees, and committee chair fees for each non-employee director during Fiscal Year 2015. During the Fiscal Year 2015, there were four meetings of the Board of Directors, four meetings of the Audit Committee, four meetings of the Compensation Committee and two meetings of the Nominating Committee. Director Outstanding Equity Awards at Fiscal Year-End 2012(2) Reflects the aggregate grant date fair value of restricted stock awards granted under our stock plan during Fiscal Year 2015, computed in accordance with FASB ASC Topic 718. See Note 11 to our consolidated financial statements on Form 10-K for the year ended June 30, 2015 for additional details regarding assumptions underlying the value of these equity awards. The grant date fair value for restricted stock awards is based on the closing price of our common stock the day preceding the grant date, which was $7.77 per share on December 3, 2014. The value ultimately realized by the director may or may not be equal to this determined value. These restricted stock awards vest will in full on December 3, 2015. (3) Represents cash dividends paid on unvested stock beneficially owned. Option Awards Stock Awards Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable Option
Exercise
Price ($) Option
Expiration
Date Number of
shares of
Stock That
Have Not
Vested (#)(1) Market Value
of Shares of
Stock That
Have Not
Vested ($) 6,849 $ 57,121
100,000
$
1.27
10/22/2014 28,000 1.10 8/22/2015 50,000 3.03 5/10/2016 6,849 $ 57,121
100,000
$
1.21
12/12/2015 25,000 3.03 5/10/2016 6,849 $ 57,121
6,849
$
57,121
100,000
$
1.27
10/22/2014 28,000 1.10 8/22/2015 50,000 3.03 5/10/2016 6,849 $ 57,121 (1)These shares of restricted common stock vest 100% on December 5, 2012.(2)Mr. Herlin, President and Chief Executive Officer of the Company, is not compensated separately for serving as Chairman of the Board and Director. All compensation paid to Mr. Herlin is reported in theSummary Compensation Table on page 27.(4) Please see "Executive Compensation" below for officer's compensation for Mr. Herlin, who does not receive any additional compensation for his services as Chairman of the Board and Director. Option Awards Stock Awards Director Edward J. DiPaolo — — — — 6,435 $ 42,407 William E. Dozier — — — — 6,435 42,407 Kelly W. Loyd — — — 6,435 42,407 Gene G. Stoever — — — — 6,435 42,407 Robert S. Herlin (3) — — — — — — (1) These awards of restricted common stock vest in full on December 3, 2015. (2) The fair market value of equity awards not currently vested as of June 30, 2015, using a closing stock price of $6.59 per share on that date. (3) 19, 201212, 2015 (except as otherwise indicated) by (1) each person who is known by us to beneficially own more than five percent of our common stock (based solely on our review of SEC filings); (2) each of our directors;Directors; (3) each of the named executive officersNamed Executive Officers listed in the Summary Compensation Table below under the caption "Executive Compensation"; and (4) all executive officers and directorsDirectors as a group. Shares of common stock that are subject to outstanding options and warrants that are presently exercisable or exercisable within 60 days are deemed to be outstanding for purposes of computing the percentage ownership of the holder of the options and warrants, but not for any other. The number of shares beneficially owned by a person also includes restricted shares held by such person. Except as otherwise indicated in the footnotes, the owners listed below have sole voting and investment power with respect to all shares of common stock beneficially owned by them, subject to community property laws where applicable, and the address of each beneficial owner listed on the table is c/o Evolution Petroleum Corporation, 2500 CityWest Boulevard, Suite 1300, Houston, Texas 77042. Amount
and nature
of beneficial
ownership Percent of
class(1) 3,145,909 10.5 % 1,294,311 4.4 % 1,158,479 4.0 % 73,275 * 250,974 * 197,974 * 250,974 * 6,849 * 6,378,745 19.7 % 1,721,830 6.1 % 1,873,354 6.7 % 5,053,800 18.0 % 1,832,069 6.5 % 1,690,400 6.0 % Name and Address of Beneficial Owner Robert S. Herlin (2) 1,642,165 5.0 % Randall D. Keys (3) 121,494 * Daryl V. Mazzanti (4) 695,676 2.1 % David Joe (5) 368,353 1.1 % Edward J. DiPaolo (6) 192,445 * William E. Dozier (7) 117,832 * Gene G. Stoever (8) 175,274 * Kelly W. Loyd (9) 23,797 * All executive officers and Directors as a group (eight persons)(2)(3)(4)(5)(6)(7)(8)(9) 3,337,036 10.2 % JVL Advisors, LLC (10) 5,390,727 16.5 % River Road Asset Management, LLC (11) 2,672,053 8.2 % Advisory Research, Inc. (12) 2,033,998 6.2 % Indicates less Less than 1% of the outstanding Common Stock.(1) Based on 32,670,342 shares outstanding on October 12, 2015. (1)Based on 28,051,963 shares outstanding on October 19, 2012.(2) Includes (i) 1,589,791 shares of common stock directly held by Mr. Herlin; and (ii) 52,374 shares of restricted common stock which contain time-based and performance-based restrictions which will vest or lapse on various dates through August 2018. (3) Includes (i) 49,078 shares of common stock directly held by Mr. Keys; and (ii) 72,416 shares of restricted common stock which contain time-based and performance-based restrictions which will vest or lapse on various dates through September 2018. (2)Includes (i) 1,214,095 shares directly held by Mr. Herlin; (ii) 147,104 shares of restricted stock directly held by Mr. Herlin; and (iii) 1,784,710 shares which are issuable upon exercise of options and warrants that are presently exercisable or exercisable within 60 days.(4) Includes (i) 663,310 shares of common stock directly held by Mr. Mazzanti; (ii) 32,366 shares of restricted common stock which contain time-based and performance-based restrictions which will vest or lapse on various dates through August 2018. (3)Includes (i) 106,453 shares directly held by Mr. McDonald; (ii) 70,718 shares of restricted stock directly held by Mr. McDonald; and (iii) 1,117,140 shares which are issuable upon exercise of options and warrants that are presently exercisable or exercisable within 60 days.(4)Includes (i) 120,621 shares directly held by Mr. Mazzanti; (ii) 70,718 shares of restricted stock directly held by Mr. Mazzanti; and (iii) 967,140 shares which are issuable upon exercise of options and warrants that are presently exercisable or exercisable within 60 days.(5) Includes (i) 286,117 shares of common stock directly held by Mr. Joe; (ii) 17,005 shares of restricted common stock which contain time-based and performance-based restrictions which will vest or lapse on various dates through August 2018; and (iii) 65,231 shares of common stock underlying fully vested options. (6) Includes (i) 192,445 shares of common stock directly held by Mr. DiPaolo; and (ii) 6,435 shares of restricted common stock, with restrictions to lapse on December 4, 2015. (5)Includes (i) 65,261 shares directly held by Mr. Cagan; (ii) 6,849 shares of restricted stock directly held by Mr. Cagan; and (iii) 1,165 shares that Mr. Cagan currently has the right to acquire(7) Includes (i) 111,397 shares of common stock directly held by Mr. Dozier; and (ii) 6,435 shares of restricted common stock, with restrictions to lapse on December 4, 2015. (8) Includes (i) 168,839 shares of common stock directly held by Mr. Stoever; (ii) 6,435 shares of restricted common stock, with restrictions to lapse on December 4, 2015. (9) Includes (i) 17,362 shares of common stock directly held by Mr. Loyd and (ii) 6,435 shares of restricted common stock, with restrictions to lapse on December 4, 2015. Mr. Loyd is employed by JVL Advisors, LLC, an entity controlled by Mr. John Lovoi. Mr. Loyd is not an affiliate of, and does not have beneficial ownership of any shares beneficially owned by JVL Advisors, LLC or Mr. Lovoi. See Note (10) below. (10) All information in the table and in this disclosure with respect to JVL Advisors, LLC is based on the Form 13F-HR filed with the SEC on August 4, 2015 and Form 4 filed with SEC on December 2, 2014. Total includes (i) 4,089,848 shares owned by JVL Partners, LP, Navitas Fund LP, Luxiver, LP, Asklepios Energy Fund, LP, Panakeia Energy Fund, LP, Hephaestus Energy Fund, LP, TJS Energy Fund, LP, Children's Energy Fund, LP, LVPU, LP and Urja, LP; and (ii) 1,300,879 shares owned by Belridge Energy Advisors, LP ("Belridge"). Except with respect to the Belridge shares, all of the aforementioned limited partnerships are managed by JVL Advisors, LLC. The shares owned by Belridge are managed by Belridge's general partner, Peninsula - JVL Capital Advisors, LLC, whose co-managers are Messrs. John Lovoi and Scott Bedford. Mr. Lovoi, as co-managing member of Peninsula - JVL Capital Advisors, LLC, is deemed to have shared power to vote and shared power to dispose of Belridge's 1,300,879 shares of common stock. Mr. Lovoi, as managing member JVL Advisors, LLC, which is the ultimate controlling entity of each of Navitas Fund LP, JVL Partners, LP, Asklepios Energy Fund, LP, TJS Energy Fund, LP, Panakeia Energy Fund, LP, Children's Energy Fund, LP, LVPU, LP and Urja, LP, and Mr. Lovoi as managing member of Lobo Baya, LLC, which is the ultimate controlling entity of Luxiver, LP, is deemed to have the shared power to vote and sole power to dispose of the aggregate 4,089,848 shares of common stock held by those entities. Mr. Lovoi is therefore deemed to have sole or shared power to vote and/or dispose of a total of 5,390,727 shares of common stock. Mr. Lovoi's address is: 10,000 Memorial Drive, Suite 550, Houston, TX 77024. (11) All information in the table and in this disclosure with respect to River Road Asset Management, LLC is based solely on the Form 13F-HR filed with the SEC by River Road Asset Management, LLC on August 14, 2015. According to the filing, River Road Asset Management, LLC is the beneficial owner of 2,672,053 shares of the common stock of the Company, of which River Road Asset Management, LLC has sole voting power of 2,064,710 of the shares beneficially owned. River Road Asset Management, LLC's address is: 462 South Fourth Street, Suite 2000, Louisville, KY 40202. (12) All information in the table and in this disclosure with respect to Advisory Research, Inc. is based solely on the Form 13F-HR/A filed with the SEC on August 17, 2015. According to the filing, Advisory Research, Inc. is the beneficial owner of 2,033,998 shares of common stock of the Company, and has sole voting power over the shares beneficially owned. Advisory Research, Inc's address is: 180 N. Stetson St., Suite 5780, Chicago, IL 60601. pursuant to warrants that are presently exercisable. Mr. Cagan's address is: Cagan McAfee Capital Partners, LLC, 20400 Stevens Creek Boulevard, Suite 700, Cupertino, CA 95014.(6)Includes (i) 66,125 shares directly held by Mr. DiPaolo; (ii) 6,849 shares of restricted stock directly held by Mr. DiPaolo; and (iii) 178,000 shares which are issuable upon exercise of options that are presently exercisable or exercisable within 60 days.(7)Includes (i) 66,125 shares directly held by Mr. Dozier; (ii) 6,849 shares of restricted stock directly held by Mr. Dozier; and (iii) 125,000 shares which are issuable upon exercise of options that are presently exercisable or exercisable within 60 days.(8)Includes (i) 66,125 shares directly held by Mr. Stoever; (ii) 6,849 shares of restricted stock directly held by Mr. Stoever; and (iii) 178,000 shares which are issuable upon exercise of options that are presently exercisable or exercisable within 60 days.(9)Includes 6,849 shares of restricted stock held by Mr. Loyd. Mr. Loyd is employed by JVL Advisors, LLC, an entity controlled by Mr. John Lovoi. Mr. Loyd is not an affiliate of, and does not have beneficial ownership of any shares beneficially owned by JVL Advisors, LLC or Mr. Lovoi. See Note (12) below.(10)All information in the table and in this disclosure with respect to Peninsula Capital Management, LP is based on the Form 4 filed on August 28, 2012 by Mr. Scott Bedford. Mr. Bedford is a co-managing member of Peninsula—JVL Capital Advisors, LLC, which is the general partner of Belridge Energy Advisors, LP ("Belridge"). Belridge owns 1,969,510 shares of Common Stock, as disclosed in note (12) below, none of which are included in Peninsula Capital Management, LP's 1,721,830 shares listed in the table above. Mr. Bedford's address is: Peninsula Capital Management, LP, 1229 Burlingame Avenue, Suite 205, San Francisco, CA 94010.(11)All information in the table and in this disclosure with respect to River Road Asset Management, LLC is based solely on the Form 13F-HR filed with the SEC by River Road Asset Management, LLC on August 9, 2012. According to the filing, River Road Asset Management, LLC is the beneficial owner of 1,873,354 shares of the common stock of the Company, of which River Road Asset Management, LLC has sole voting power of 1,180,531 of the shares beneficially owned and shared voting power of 692,823 of the shares beneficially owned. River Road Asset Management, LLC's address is: 462 South 4th Street, Suite 1600, Louisville, KY 40202.(12)All information in the table and in this disclosure with respect to John Lovoi is based on the Form 4 filed with the SEC by Mr. John Lovoi on October 1, 2012. Includes (i) 3,084,290 shares owned by Luxiver, LP, Navitas Fund LP, JVL Partners, LP, Asklepios Energy Fund, LP and Navitas Fund (QP) LP and (ii) 1,969,510 shares owned by Belridge Energy Advisors, LP ("Belridge"). Except with respect to the Belridge shares, all of the aforementioned limited partnerships are managed by JVL Advisors, LLC. The shares owned by Belridge are managed by Belridge's general partner, Peninsula—JVL Capital Advisors, LLC, whose co-managers are Messrs. Scott Bedford and John Lovoi. Mr. Lovoi, as co-managing member of Peninsula—JVL Capital Advisors, LLC, is deemed to have shared power to vote and shared power to dispose of Belridge's 1,969,510 shares of Common Stock. Mr. Lovoi, as managing member of JVL Advisors, LLC, which is the ultimate controlling entity of each of Navitas Fund LP, JVL Partners, LP, Asklepios Energy Fund, LP and Navitas Fund (QP) LP, and Mr. Lovoi is a managing member of Lobo Baya, LLC, which is the ultimate controlling entity of Luxiver, LP, is deemed to have the shared power to vote and sole power to dispose of the aggregate 3,084,290 shares of Common Stock held by those entities. Mr. Lovoi is therefore deemed to have shared power to vote and shared power to dispose of a total of 5,053,800 shares of Common Stock. Mr. Lovoi's address is: 10000 Memorial Drive, Suite 550, Houston, TX 77024.(13)All information in the table and in this disclosure with respect to Advisory Research, Inc. is based solely on the Form 13F-HR filed with the SEC on August 14, 2012. According to the filing, Advisory Research, Inc. is the beneficial owner of 1,832,069 shares of common stock of the Company, of which Advisory Research, Inc. has sole voting power. Advisory Research, Inc. address is: 180 North Stetson, Suite 5500, Chicago, IL 60601.(14)All information in the table and in this disclosure with respect to Wellington Management Company, LLP is based solely on the Form 13F-HR filed with the SEC on August 14, 2012. According to the filing, Wellington Management Company, LLP is the beneficial owner of 1,690,400 shares of common stock of the Company, of which Wellington Management Company, LLP has sole voting power of 294,700 of the shares beneficially owned and shared voting power of 532,800 of the shares beneficially owned. Wellington Management Company, LLP address is: 280 Congress Street, Boston, MA 02210.Thethe Compensation Committee:President and Chief Executive Officer ("CEO") and other officersNamed Executive Officers whose compensation is reported in the Summary Compensation Table (together with the CEO, the "Named Executive Officers").Table. This Compensation Discussion and Analysis is organized as follows:I.Executive SummaryII.Objectives and Key Considerations of Our Compensation ProgramsIII.Roles in the Decision-Making ProcessIV.Items the Compensation Committee Considers When Making Compensation DecisionsV.Elements of Our Compensation Program for Fiscal 2012VI.Employment Agreements and Severance ArrangementsVII.Other Compensation Policies Affecting the Named Executive Officersshareholderstockholder value over the long-term. Our primary strategy to achieve alignment between shareholdersstockholders and the Named Executive Officers has been to provide a substantial portion of the Named Executive Officers' compensation in the form of long-term incentives.Long-Term Incentives. This strategy has complemented the life cycle of the Company, which as a relatively young organization has delivered a significant portion of employee compensation through the use of equity-based awards, thus aligning employeesemployees' interests with shareholdersthose of the Company's stockholders and conserving cash to invest in operations. The Compensation Committee continues to believe that share ownership by the Named Executive Officers is an essential aspect of linking the actions and goals of management with the well-being of shareholders. In addition to emphasizing the use of long-term incentives as a critical componentinterests of our executive compensation program, thestockholders.2012,2015, see the section entitled "Elements of Our Compensation Program for Fiscal Year 2012.2015."later,below, the Compensation Committee takes many factors into consideration when making decisions affecting the compensation of our Named Executive Officers. During Fiscal 2012,2015, the Compensation Committee considered, among other things, the exemplary performance of the Company during the year, including the following noteworthy financial and strategic achievements:•Achieved $4.5achievements, despite the industry downturn and precipitous decrease in oil prices:net income comparedcash dividends to stockholders;$0.2 million loss in Fiscal 2011;•Increased revenues by 139% year-over-year to approximately $18.0 million;•Increased net production by 79% to approximately 570 barrelsstock buyback program and purchased 237,162 shares (to date) at an average price of oil equivalent (BOE) per day;•Increased proved developed reserves by 50% year-over-year to 8.0 million BOE;•Increased probable reserves by 103% year-over-year to 12.7 million BOE;•Entered into a strategic project within the Mississippian Lime play in Oklahoma;•Continued$6.00; anddebt-freeconservative capital structure, while maintaining no debt, resulting in a strong balance sheet that provides flexibility to meet opportunities; andopportunities.•Actual total shareholder return (TSR) of +17.5% during Fiscal 2012, compared to a -25.4% TSR for the SIG Oil Exploration & Production Index and the median -22.4% TSR for companies that make up our Peer Group.awards. In addition, allawards and participates in the same incentive compensation program. All employees are largely measured in part based on the same set of performance goals. Similarly, employee benefits and change in control provisions are the same for all employees, including Named Executive Officers, to foster an atmosphere of teamwork that is focused on achieving a consistent set of objectives, all of which are developed with a singular purpose in mind-tomind -- to increase shareholderstockholder value.shareholderstockholder value. As more fully described in Section V—"Elements of Our Compensation Program for Fiscal Year 2012,2015," each element of compensation is utilized to further efforts to aid in attraction, retention and motivation. In general and at this stage of the Company's growth and size relative to its peers, the Company desirestargeted Named Executive Officer compensation to paythe median Peer Group total compensation for above median performance.shareholders.CompanyCompensation Committee also from time to time may engage compensation consultants, who provide benchmark data regarding competitive levels of executive pay as well as compensation trends and best practices within our industry.long-termLong-Term incentive program targets and grants, subject to Board of Director approval.Relative toIn Fiscal 2011,2015, the Compensation Committee engaged Longnecker & AssociatesMercer to perform a market study to analyze absolute and targeted levels of executive pay, pay mix, long-term incentive vehicle utilization, and annual incentive program targets and structures, utilizing data from proxy statement disclosures as well as published salary surveys. The Compensation Committee used the results and observations from the Longnecker and Associates compensation studyMercer Compensation Study as one of many reference points in making compensation decisions for Fiscal 2012. At the beginning of Fiscal 2013, the Company engaged Alvarez & Marsal Taxand, LLC ("A&MT") to review, among other compensation matters, the Peer Group utilized in benchmarking executive compensation levels and trends and overall compensation structure. The Peer Group for Fiscal 2013 differs from Fiscal 2012 due to the deletion of Samson Oil & Gas Ltd, GMX Resources, Gastar and Double Eagle Petroleum, and the addition of Synergy Resources to better fit our operations, product mix, organization and size. In considering companies for inclusion in the Peer Group, the Compensation Committee took into account a variety of factors, including revenue, market capitalization, capital structure, production levels, reserves, and area of strategic focus (natural gas versus liquids). 2015.for Fiscal 2013 iswas comprised of the following companies:•Araxes••Credo Petroleum Corporation;•Crimson Exploration, Inc.;••••••2012,2015," annual and long term incentiveLong-Term Incentive compensation includes manyinclude objective performance metrics that can be measured in numerical and/or operational terms. However, the Compensation Committee has exercised, and will continue to exercise, a degree of discretion in administering the compensation programs for the Named Executive Officers duein order to retain flexibility to take into account and adjust for special or unusual factors, such as the current volatile oil and gas business environment, as well as a number of other factors, including the fact that much of Company revenue is dependent on the activities of third-party operators. The Compensation Committee believes that this is necessary in order to retain and reward management for efforts that may not immediately translate to specific performance metrics, but that ultimately will drive long-term, sustainable shareholderstockholder growth.shareholderstockholder value over the long term, while avoiding excessive risk-taking in the short term. A significant portion of all employees' compensation has and will continue to be paid out over multiple years through equity grants vesting over four-year periods. In establishing performance goals for compensation programs, the Compensation Committee has utilized a mix of safety, regulatory, operational, and strategic metrics to avoid excessive weight on any single criterion.shareholderstockholder value over a long period of time. The Company is aware of the tax and accounting implications regarding the delivery of various forms of compensation. itwe will continue to evaluate the need to consider such limitations in the future.2012fiscal year 2012Fiscal Year 2015 for the Named Executive Officers consisted of the following elements:•Base•Cash bonus paid via our program;awards;•Restrictedlong-term equity-based compensation (including performance stock grants for long term incentives;awards that vest if Company performance and•Standard Employee Benefits.salary.salary, to levels more competitive with our peers. In establishing the Named Executive Officers' base salaries, the Compensation Committee also considers the responsibilities and duties of the individual, historical performance, industry experience, and overall importance to the Company.20122015 were approvedreviewed by the Compensation Committee and they determined that no adjustments were necessary going into Fiscal 2016. This decision was largely in August 2011. In August 2012, followingresponse to the end oflower commodity price environment in our industry. Following Fiscal 2012, the Compensation Committee again reviewed and madeYear 2014, there were minor adjustments to base pay for the Named Executive Officer'sOfficers. Most notably, Mr. Herlin voluntarily reduced his base pay due to reduced time commitment in the office and in conjunction with the promotion of Mr. Keys to the additional role of President on September 1, 2014. Overall, base salaries after considering current pay, individual performancefor the Company's executive officers approximate public peer and market paypublished survey 50th percentile levels. Specifically, the Longnecker & Associates compensation study revealed that the base salaries of our Named Executive Officers were generally at or below the 25th percentile of the competitive market, and thus increases were necessary in Fiscal 2012 and 2013 to approach the competitive median. The following table sets forth the Named Executive Officers' base salaries for Fiscal 2011, 20122014, 2015 and 2013.2016. Fiscal 2011
Base Salary Fiscal 2012
Base Salary Fiscal 2013
Base Salary $ 288,750 $ 335,000 $ 380,000
213,467
230,000
260,000
213,467
230,000
260,000 Named Executive Officer Robert S. Herlin $ 399,000 $ 280,000 $ 280,000 Chairman and Chief Executive Officer 273,000 300,000 300,000 President, Chief Financial Officer & Treasurer Daryl V. Mazzanti 273,000 281,000 281,000 Senior Vice President, Operations David Joe 200,000 206,000 206,000 Vice President, Controller, Chief Administrative Officer & Corporate Secretary all employees to achieve near-term corporate and individual goals. If the Company meets its objectives,goals and employees are successful in satisfying their individual metrics, the annual incentive program provides for the payment of meaningful annual incentive payments.other staff. Annual incentives are determined using three inputs: the individual performance rating, Company Rating,performance relative to the Individual Rating and the Target Incentive.Rating, which cannot exceed 100%, is determinedperformance levels for each metric were approved by the Compensation Committee based on its assessment of the Company's results when compared2015 corporate plan, including overall net income, developing the Delhi field, growing GARP® installations, revenues and customers, effectively managing litigation cases and specified milestones relating to theour short-term and long-term strategic objectives, including successful execution of our business plan andplan.metrics established at the beginning of the fiscal year. While thegoals serve as guidelines for our Compensation Committee assigns weightings to each category considered when determining the Company Rating, as shown below, it utilizes discretion in judging the success of the Company during the fiscal year. For Fiscal 2012, the Company Rating was determinedensure that our goals and targets will ultimately reflect our true performance. The performance goals are only one factor utilized by measuring corporate performance in four main areas against the objectives established at the beginning of the fiscal year. Theour Compensation Committee. Our Compensation Committee believes that excellence in these four focus areas andretains the key performance indicators disclosed below will drive operational and financialability to apply discretion to awards based on some subjective measures, such as extenuating market circumstances or individual performance and build shareholder value.Focus AreaKey Performance IndicatorsWeighting Health, Safety and RegulatoryEmployee safety10%Environmental safetyRegulatory complianceOperationalLegacy production20%Capital expenditure efficiencyOperating expensesGeneral and administrative expenseWorking capital and financingEffectiveness of shareholder communication Value AdditionExecution of controllable development35%Execution of non-controllable developmentStrategicStructural changes to optimize share value35%Development of new projects/opportunitiesTotal shareholder return performance vs. peers After the end of Fiscal 2012, the Compensation Committee evaluated corporate performance in the areas shown above, also taking into account the CEO's recommendations, and determined that the Company Rating for fiscal year 2012 would be 90%. In arriving at a Company Rating of 90%, the Compensation Committee scored the performance of the Company as follows: Weighting Group Score Weighted Score 10 % 95 % 9.5 % 20 % 85 % 17.0 % 35 % 90 % 31.5 % 35 % 90 % 31.5 % 90% (1) (1)At the discretion of the Compensation Committee, the total weighted Company Rating was rounded to 90%. Although the Company does adopt pre-established objective targets in most areas of the annual incentive program, against which actual performance is later measured, theThe Compensation Committee believes that disclosure of the actualcertain goals and certain quantitative targets could result in competitive harm to the Company.Individual Rating is a subjective determination which, for all employees other than him, is assessed by the CEO and recommended to the Compensation Committee based on the overall performance of each employee during the fiscal year against a subset of goals relevant to the employees' responsibilities. Like the Company Rating, the Individual Rating cannot exceed 100%. The that each Named Executive Officer's Individual Rating would be 90% for fiscal year 2012.Company Rating and the Individual Ratingindividual ratings were determined, the productaddition of the twothese ratings wasplus any special incentive awards, if applicable, is multiplied against the Named Executive Officer's Target Incentive.target incentive. The Target Incentivetarget incentive is defined as a percentage of base salary. For recent years through fiscal 2012, the Target IncentivesThe target incentives were 100% of base salary for Mr.Messrs. Herlin and Keys, 75% of base salary for Messrs. McDonaldMr. Mazzanti, and Mazzanti. 60% of base salary for Mr. Joe. For Fiscal 2015, each executive's annual bonus opportunity ranged from zero to 100% of target depending on the actual level of Company performance versus the operational and financial metric targets and consideration of each individual's achievements and performance during the year. three factors that determined annual incentives, the incentive payments to the Named Executive Officers in respect offor Fiscal 2012 were determined2015 as shown in the chart below. Such annual incentives generally fell withinbelow, and are included in the middle two quartiles"Bonus" column of the Peer Group."Summary Compensation Table" for 2015. Company
Rating Individual
Rating Target
Incentive Fiscal Year
2012 Bonus 90 % x 90 % x $ 335,000 = $ 271,350 90 % x 90 % x 172,500 = 139,725 90 % x 90 % x 172,500 = 139,725 Named Executive Officer Actual Payout % of Target Robert S. Herlin $ 280,000 $ 101,500 36 % Chairman and Chief Executive Officer Randall D. Keys 300,000 66,000 22 % President, Chief Financial Officer and Treasurer Daryl V. Mazzanti 210,750 42,450 20 % Senior Vice President, Operations David Joe 123,600 83,790 68 % Vice President, Controller, Chief Administrative Officer and Corporate Secretary For Fiscal 2013, the Compensation Committee elected to modify annual incentive performance metrics and weightings. The annual incentive for all employees, including the Named Executive Officers, will be based on Individual Ratings determined by individual performance against the relevant subset of Company goals. In addition, a special incentive award will be provided to all employees that could result in an incremental 25% of the Annual Target Incentive based on the Company attaining certain quantitative goals of TSR compared to the SIG Oil and Gas Exploration Index and a higher level of commercialization of the GARP® technology.$5,000,$5,460, adjusted for inflation annually, for each commercial installation of GARP®GARP®. Payment of this incentive is pursuant to a June 2011 technology assignment agreement, as amended, between Mr. Mazzanti and the Company. During Fiscal 2012,2015, Mr. Mazzanti was successful in securing fourtwo commercial installations. As such, Mr. Mazzanti received $20,000$10,920 in royalty fees during Fiscal 2012.fiscal 2015. This amount is reported in the Summary Compensation Table in the column "All Other Compensation."long-term incentiveLong-Term Incentive ("LTI") plan that currently awardsto award restricted shares as a compensation vehicle that we believe aligns the interests of our Officers and all other employees with shareholders. Long-term incentives ("LTI") utilizing both restricted stock and stock options vesting over four years in quarterly amounts have also been a major and required tool to attract and retain experienced staff during the early life of the Company, and increasing use of restricted stock in place of options has mitigated dilution of shareholders.stockholders. The Compensation Committee believes that delivering a significant portion of total compensation in the form of LTILong-Term Incentives that vest over a period of many years'several years acts to retain our management team over the long-term and motivates them to engage in activities that will promote sustainable growth in the price of our stock. Primarily through long-term incentiveLong-Term Incentive grants, our Named Executive Officers and Directors haveapproximately 18% ofoutstanding common shares. In addition, all employees, including the Named Executive Officers, are more fully aligned with shareholdersstockholders as a result of our stock retention policy, which is Since Fiscal 2009,has solely utilized restricted shares to deliver LTI value to all employees. In earlier years, the Company utilized stock options to providewere the primary tool for LTI to attract and retain employeesexperienced staff during the startup phasethis development period of the Company. Since Fiscal 2009, we have utilized restricted stock in place of options, at least in part to mitigate the dilution of stockholders. All employees of the Company are generally granted restricted shares on an annual basis, following completion and acceptance of the annual independent engineering reportsreserve report and financial audit.iswas determined by considering two factors—individual LTI Targets and an overall corporate multiplier, which is determined based on Company performance during the trailing fiscal year. Following the end of the fiscal year, generally in late August or early September, the Compensation Committee, utilizing input and a recommendation from the CEO, makes an assessment of overall corporate performance. The overall corporate performance multiplier is then multiplied by each employee's Individual LTI Target to determine the value of the restricted stock grant. In August 2011,made the determinationBoard has approved a revised Long Term Incentive ("LTI") structure to one that is heavily weighted towards quantitative and performance based targets versus historical time based vesting. These revisions further solidify the overall corporatealignment of pay for performance multiplier for Fiscal 2011 was 70%. As such, all employees, including the Named Executive Officers and including all other employees. The four year term of LTI award remains the same, but the vesting of these shares, if earned, would be on an annual basis versus a historical quarterly vesting.restricted stock grants having a grant date fair value equal to 70% of each employee's respective Individual LTI Target. While these grants were awarded in respect of Fiscal 2011, the grants did not occur until Fiscal 2012, and as such are shown in the Grants of Plan-Based Awards Table. Details regarding these grants are also shown below for the Named Executive Officers. Overall
Corporate
Performance
Multiplier Individual
LTI Target Grant Date Fair
Value—August
2011 Restricted
Share Grant Number of
Restricted
Shares(1) 70 % x $ 433,125 (2) = $ 303,188 47,671 70 % x 213,467 (3) = 149,426 23,495 70 % x 213,467 (3) = 149,426 23,495 (1)Number Mr. Herlin - 33,432, Mr. Keys - 29,850, Mr. Mazzanti - 22,369 and Mr. Joe - 11,530. Performance shares may vest at various times during the four years from the date of restricted sharesgrant based on the achievement of various performance metrics, including targets for: (1) annual earnings to common stockholders (20% of the target LTI award for each of the CEO, the President and the SVP Operations, and 25% of the target LTI award for the VP/Controller), (2) three year annual total stockholder return ("TSR") compared to the SIG Exploration & Production Index ("EPX") (30% of the target LTI award for each of the CEO, 20% of the target LTI award for the President and the SVP Operations, and 25% of the target LTI award for the VP/Controller) and (3) GARP® annual revenues (10% of the target LTI award for each the CEO, 20% of the target LTI award for the President and the SVP Operations, and 25% of the target LTI award for the VP/Controller). In addition, specific to the CEO and the President/CFO, there is an additional metric based on resolution of two key litigation cases as determined by dividingthe Board (20% of the target LTI award). Lastly, specific to only the SVP Operations, there is an additional metric based on GARP® installations (20% of the target LTI award). Vesting of performance awards occurs at the end of the fiscal quarter in which goal is achieved. At the end of Fiscal 2015, none of the aforementioned performance metrics had been met.date fairbased on continuous employment.Named Executive Officer Target % of FY15 Base Pay Individual LTI Grant Number of Restricted Shares (1) Maximum Number of Contingent Shares (2) Robert S. Herlin 150% $ 420,000 41,792 16,717 Chairman and Chief Executive Officer Randall D. Keys 125% 375,000 37,314 14,926 President, Chief Financial Officer and Treasurer . Daryl V. Mazzanti 100% 281,000 27,961 11,185 Senior Vice President, Operations David Joe 75% 154,500 15,374 5,766 Vice President, Controller, Chief Administrative Officer & Corporate Secretary ($6.36or $10.05 on August 30, 2011).Represents 150% of fiscal year 2011 base salary ($288,750).(3)Represents 100% of fiscal year 2011 base salary ($213,467). Following completion of Fiscal 2012, the Compensation Committee determined LTI, on a discretionary basis and made recommendations to the Board of Directors that the following LTI grants Potential shares of restricted shares be made tostock awarded upon meeting specific stretch performance targets over the Named Executive Officers following acceptance of the financial audit by our Audit Committee in respect of Fiscal 2012 performance. Based on current competitive market data, the Company believes that these LTI grants, when combined with cash compensation, willresult in total compensation that is near or slightly below the median of the Peer Group for Fiscal Year 2013. Overall
Corporate
Performance
Multiplier Individual
LTI Target Grant Date Fair
Value—September
2012 Restricted
Share Grant Number of
Restricted
Shares(1) 80 % x $ 502,500 (2) = $ 402,000 50,694 80 % x 230,000 (3) = 183,999 23,203 80 % x 230,000 (3) = 183,999 23,203
next four years.(1)Number of restricted shares determined by dividing grant date fair value by the closing market price of our common stock on the day immediately preceding the date of grant ($7.93 on September 5, 2012).(2)Represents 150% of fiscal year 2012 base salary ($335,000).(3)Represents 100% of fiscal year 2012 base salary ($230,000)the Compensation Committee has elected to utilize the overall corporate performance multiplier to be applied to the Individual LTI Targets for determining LTIP awards. The Company Rating used for this purpose for Fiscal 2013 is weighted 10% for Health, Safety, Environmental and Regulatory; 20% for Value Optimization; 10% for TSR compared to peers; and 60% for Strategic Initiatives. For Fiscal 2010 through 2012,2015, the Company has awarded the following amounts of securities to employees and directors: Sign-on Stock
Awards Stock Options Stock Awards Total Awards Common Shares
Outstanding 0 0 188,472 188,472 27,882,224 4,845 0 189,908 194,753 27,612,916 50,233 0 389,722 439,955 27,061,376 Fiscal Year 2015 13,347 — 200,119 213,466 32,845,205 2014 23,256 — 16,476 39,732 32,615,646 2013 25,000 — 186,197 211,197 28,608,969 of cash compensation, subject to certain limits), life insurance, accidental death and dismemberment insurance, medical benefits, and short-and long-term disability premiums paid by the Company. The value of these benefits is included in the Summary Compensation Table in the column "All Other Compensation."eachtwo of the Named Executive Officers. Each of these agreements is discussed in more detail below.heMr. Herlin serves as our President and Chief Executive Officer. The employment agreement provided an initial annual salary of $180,000 with additional annual increases at the discretion of the Board of Directors. The employment agreement provides that Mr. Herlin is entitled to a bonus of up to 100% of his base salary payable in cash or securities. In the event Mr. Herlin is terminated by the Company other than for cause or permanent disability (both as defined in the employment agreement) or if Mr. Herlin is subject to a constructive termination (as defined in the employment agreement), he is entitled to continuation of On April 4, 2005, we entered into an employment agreement with Mr. McDonald. This employment agreement superseded the original employment agreement between Mr. McDonald and the Company with the exception that Mr. McDonald retained the stock options under the terms previously granted. Pursuant to Mr. McDonald's employment agreement, he serves as our Chief Financial Officer. The employment agreement provided an initial annual salary of $150,000 with additional annual increases at the discretion of the Board of Directors. The employment agreement provides that Mr. McDonald is entitled to a bonus of up to 75% of his base salary. In the event Mr. McDonald is terminated by the Company other than for cause or permanent disability (both as defined in the employment agreement) or if Mr. McDonald is subject to a constructive termination (as defined in the employment agreement), he is entitled to continuation of his base salary, medical benefits, and long-term disability coverage for six months following termination. If Mr. McDonald's termination or constructive termination, as the case may be, is within one year following a change in control (as defined in the employment agreement), he is entitled to an additional severance payment equal to six months' base salary, paid in monthly increments, subject to a 50% reduction in the event Mr. McDonald obtains similar employment during the six-month period. In addition, Mr. McDonald is subject to a number of restrictive covenants following termination of employment, including non-disclosure of confidential information and non-solicitation of clients and employees for a period of one year. In addition, allshareholders;stockholders; (ii) entry by the Company into a material definitive agreement for a merger or sale of the corporation with or into another entity in which the majority of the Board of Directors will change; or (iii) one or more affiliated entities or persons acquire common stock sufficient to collectively own or control forty percent (40%) of outstanding common stock. Prior to the closing on a change in control event that is pending, the CIC Policy provides that 50% of all unvested stock options, warrants and restricted stock held by employees and directorsDirectors will accelerate vesting, with the remaining 50% being replaced with securities of equivalent value having a vesting term no longer than the awards which they replaced. In the event of termination by the Company or a constructive termination, the remaining 50% of unvested stock options, warrants and restricted shares would immediately vest. In addition, employees would be entitled to receive one year of base salary, their Target Annual Incentive, and continuation of health, disability and life insurance coverage for a period of twelve months or until the alternative insurance is obtained. Notwithstanding, employees may refuse a portion of their separation payments in order to avoid the imposition of an excise tax under Code section 4999. The Company does not bear any responsibility for the imposition of such excise tax.directorsDirectors and employees, including the Named Executive Officers, to retain share ownership at specified levels, depending on level of responsibility. The Named Executive Officers must retain a number of shares or equivalent equity awards equal to 60% of the total number of awards received through long-term incentiveLong-Term Incentive grants during the trailing three years. Other corporate officers and managers are subject to similar requirements, except the look-back period is two years. For all other employees, the look-back period is one year. In addition, each non-employee director must retain a number of shares or equivalent equity awards equal to 60% of the total number of awards received through long-term incentiveLong-Term Incentive grants during the trailing three years, excluding stock awards received in lieu of a cash retainer. Employees and directorsDirectors have two years from the date of employment or appointment to comply with the Stock Retention Policy. As a result of our substantial reliance on long-term incentivesLong-Term Incentives historically, coupled with the Stock Retention Policy, the Named Executive Officers beneficially own approximately 18%10% of the Company's common stock.long-term incentiveLong-Term Incentive grants to all employees, including the Named Executive Officers. Such grants have consistentlytypically been made in late August or early September following approval of our fiscal year-end financial statements and engineering reserves by the Audit Committee. The Company has not in the past timed, nor does it plan to time, the release of material, non-public information to affect the value of executive compensation.tradeexecute open market transactions in the Company's securities during any blackout period except as prearranged through an approved 10b5-1 sales trading plan. TheIn addition, the Company is unawarebelieves that anynone of theits Named Executive Officers or Directors have entered into any derivative transactions linked to the Company's securities.President and Chief Executive Officer, see "Proposal I—1—Election of Directors." Sterling H. McDonald (63)McDonaldKeys joined usEvolution as ourSenior Vice President, Chief Financial Officer and Treasurer in November 2003January 2014. In September 2014, he was promoted to the additional position of President. He also serves as Executive Vice President of NGS Technologies LLC, the entity that holds the Company’s Gas Assisted Rod Pump (GARP) artificial lift technology. From 2006 until joining the Company, Mr. Keys had been self-employed as a corporate financial consultant and has also been responsible for our administrative functions. From 1999 to 2003, Mr. McDonald was as an independent consultant and interim Chief Financial Officer to various companies. From 1997 to 1999, he served as Chief Financial Officer for PetroAmerican Services,owner of a subsidiarymanufacturing firm. He has over 30 years of an integrated NYSE-tradedexperience in the energy industry, encompassing both upstream oil and gas company. Previously, hecompanies and the oilfield service industry. Highlights of his experience include positions as CFO of Core Laboratories N.V., a diversified oilfield service company and 3DX Technologies, a hybrid service and exploration entity. He also served as Chief Financial OfficerCFO of PetroStarupstream companies BPZ Energy, an explorationInc. and production company,Far East Energy Corporation and Treasurer of Readingheld financial positions with Adobe Resources and Bates Corporation,Santa Fe Energy. He earned a NYSE-traded international offshore drilling services, exploration and production company. Mr. McDonald holds a B.S.BBA in Finance, and an MBA with highest academic achievement,Accounting from the University of Tulsa.(50)(53). Mr. Mazzanti joined our company as our Vice President of Operations in July 2005, to lead all of our oil and gas operations. From 1985 to 2005, Mr. Mazzanti was employed by Union Pacific Resources (UPR)(Union Pacific Resources) and Anadarko Petroleum (the successor to UPR), where he managed operational, engineering and geotechnical teams responsible for oil and gas fields in Texas, Oklahoma, Louisiana, the Rockies and offshore Gulf of Mexico. His duties included overseeing up to 1,200 horizontal wells, optimizing artificial lift methods for a 750 well program and supervising multi-rig drilling and service programs. Mr. Mazzanti began his career in 1985 as a Development Engineer with Champlin Oil (the predecessor to UPR), where he was responsible for drilling, completion, workover, recompletion, reservoir analysis and surface facility optimization across Texas and offshore Gulf of Mexico Mr. Mazzanti holds a Bachelor of Science in Petroleum Engineering, with distinction, from the University of Oklahoma at Norman.named executive officersNamed Executive Officers for our fiscal yearFiscal years ended June 30, 2012, 2011,2015, 2014 and 2010. We had no other executive officers during these periods. Fiscal Year Salary Bonus(1) Stock Awards(2) All Other(4)
Compensation Total Robert S. Herlin 2012 $ 327,292 $ 271,350 $ 303,188 $ 27,308 $ 929,138 2011 286,458 161,700 412,500 23,039 883,697 2010 275,000 185,625 247,500 22,262 730,387 Sterling H. McDonald 2012 $ 227,244 $ 139,725 $ 149,426 $ 33,994 $ 550,389 2011 211,771 100,862 203,300 31,227 547,160 2010 203,300 102,921 121,980 30,338 458,539 Daryl V. Mazzanti(3) 2012 $ 227,244 $ 139,725 $ 149,426 $ 54,608 $ 571,003 2011 211,771 84,052 203,300 29,213 528,336 2010 203,300 97,203 121,980 26,276 448,759
2013.(1)Represents the amounts earned based on our performance for the fiscal year indicated, even though they are actually paid in September of the subsequent fiscal year. During fiscal 2010, all executive officers were awarded unrestricted stock bonuses from the 2004 Stock Plan, in lieu of cash bonuses at the election of the Company, for all of their short-term incentive plan compensation.Name and Principal Position Salary ($) Bonus (1) ($) All Other Compensation(3) ($) Total ($) Robert S. Herlin 2015 $ 299,833 $ 101,500 $ 415,877 $ 21,916 $ 839,126 Chairman and Chief Executive Officer 2014 395,833 429,000 — 25,646 850,479 2013 372,500 418,000 402,003 26,608 1,219,111 Randall D. Keys (4) 2015 $ 295,500 $ 66,000 $ 672,543 $ 30,980 $ 1,067,480 President, Chief Financial Officer & Treasurer 2014 118,490 56,306 300,000 7,466 482,262 Daryl V. Mazzanti (5) 2015 $ 279,667 $ 42,450 $ 279,164 $ 49,635 $ 650,916 Senior Vice President, Operations 2014 270,833 202,000 — 53,344 526,177 2013 255,000 175,500 184,000 57,900 672,400 David Joe (6) 2015 $ 205,000 $ 83,790 $ 153,245 $ 38,195 $ 480,230 Vice President, Controller, Chief Administrative Officer & Corporate Secretary 2014 193,000 124,000 — 37,517 354,517 (1) Represents the amounts earned based on our performance for the fiscal year indicated, even though they are paid in September of the subsequent June 30 Fiscal Year-End. Fiscal 2014 includes payment of one-time retention bonuses earned in lieu of an award for Long-Term Incentives. (2)Represents the grant-date fair value of restricted common stock awards granted during the fiscal year indicated. All awards vest quarterly over a four year term.(2) Represents the grant-date fair value of restricted common stock awards granted during the fiscal year indicated, calculated in accordance with FASB ASC Topic 718, "Stock Compensation." The assumptions used in calculating these values can be found in the notes to the Company's Consolidated Financial Statements included in the Annual Reports on Form 10-K for the Fiscal Years ended June 30, 2015, 2014 and 2013, respectively. (3) Represents amounts for matching contributions to the 401(k) Plan on each Named Executive Officers' behalf, life, accidental death, dismemberment and short and long-term disability insurance premiums paid by the Company on each Named Executive's Officer's behalf. Also includes payments in lieu of coverage for officers who waive the Company's insurance coverage and a health savings account subsidy for those who elect a high deductible health plan. (3)Included in All Other Compensation for Mr. Mazzanti is $20,000 in royalty payments for four GARP® Technology installations per technology assignment agreement dated June 2011.(4) Mr. Keys' employment commenced on January 27, 2014. He was named as Senior Vice President, Chief Financial Officer & Treasurer on February 4, 2014, and was promoted to the role of President on September 1, 2014. (5) (4)Represents amounts for matching contributions to the 401(k) Plan on each named executive officers' behalf; life, accidental death, dismemberment and short and long-term disability insurance premiums paid by the Company on each named executive's officer's behalf. Also, includes a Health Savings Account subsidy for those who qualify under a high deductible health plan.(6) Mr. Joe was promoted to the additional roles of Vice President and Chief Administrative Officer, a Named Executive Officer position, effective January 1, 2014. fiscal year 2012Fiscal Year 2015 to each of our named executive officers:20122015 Grants of Plan-Based Awards Estimated Future Payouts Under Equity Incentive Plan Awards Named Executive Officer Grant Date Threshold (#) Target (#) Maximum (#) (9) Robert S. Herlin 8/28/2014 — 12,537 — $ 83,998 8/28/2014 — 12,537 — 83,998 8/28/2014 — 18,805 — 121,854 8/28/2014 — 6,270 — 42,009 — — 84,018 Totals 33,432 50,149 8,360 $ 415,877 Randall D. Keys 8/28/2014 — 11,195 — $ 75,003 8/28/2014 — 11,195 — 75,003 8/28/2014 — 11,193 — 72,531 8/28/2014 — 11,193 — 74,993 8/28/2014 — — — 75,013 9/1/2014 — — — $ 300,000 Totals 29,850 44,776 37,375 $ 672,543 Daryl V. Mazzanti 8/28/2014 — 8,388 — $ 56,200 8/28/2014 — 8,388 — 54,354 8/28/2014 — 8,388 — 56,200 8/28/2014 — 8,390 — 56,210 8/28/2014 — — — 56,200 Totals 22,369 33,554 5,592 $ 279,164 David Joe 8/24/2014 — 5,766 — $ 38,632 8/24/2014 — 5,764 — 37,349 8/24/2014 — 5,766 — 38,632 8/24/2014 — — — 38,632 Totals 11,530 17,296 3,844 $ 153,245 Estimated Future Payouts Under
Equity Incentive Plan Awards All Other
Stock Awards;
Number of
Shares of
Stock (#)(1) All Other
Option Awards;
Number of
Securities
Underlying SARs Exercise or
Base Price
of SARs
($/Share) Grant Date Fair
Value of Shares of
Stock and
SARs Awards ($)(2) Grant
Date Threshold (#) Target (#) Maximum (#) 8/31/2011 — — — 47,671 — — $ 303,188 8/31/2011 — — — 23,495 — — 149,426 8/31/2011 — — — 23,495 — — 149,426 (1)These shares(5) Represents a performance share award (target amount) based on the number of GARP® installations for Mr. Mazzanti. The award comprised 20% of his LTI target. This performance target was not met in Fiscal 2015, nor, for accounting purposes, is it currently considered probable of being met.vest 1/16th per quarter fromawards calculated in accordance with FASB ASC Topic 718, "Stock Compensation." and is generally based on the closing price of our common stock on the day prior to the date of grant or other valuation method as disclosed in the notes to our consolidated financial statements. The values presented in this schedule are shown without regard to whether these awards are considered probable of vesting for accounting purposes. None of the performance share awards are currently considered to be probable of vesting. Accordingly, they are not being amortized to compensation expense at this time.In addition to the foregoing vesting provisions, all of these shares vest upon a holder's death or disability, and 50% of these shares vest upon a change of controlNone of the Company.(2)Representsstretch performance targets were met in Fiscal 2015. The fair values for performance-based shares disclosed in the fair market valueabove table reflect only the target restricted shares that have been issued and do not reflect values for contingent shares based on the uncertainty of restricted common stock asmeeting the performance objectives and the low probability of the grant date.2012named executive officer outstandingNamed Executive Officer as of June 30, 2012.2015. Option awards(1) Stock awards Option awards(1) Stock awards Number of
securities
underlying
unexercised
options &
warrants
(#)
exercisable Number of
securities
underlying
unexercised
options &
warrants
(#)
unexercisable Equity
incentive
plan
awards:
Number of
securities
underlying
unexercised
unearned options
(#) Option/
warrant
exercise
price
($) Option/
warrant
expiration
date Number of
shares or
units of
stock that
have not
vested
(#) Market
value of
shares or
units of
stock that
have not
vested
($)(2) Equity
incentive
plan
awards:
Number of
unearned
shares,
units or
other
rights that
have not
vested (#) Equity
incentive
plan
awards:
Market or
payout
value of
unearned
shares,
units or
other
rights that
have not
vested
($) 220,000 — $ 0.001 09/23/2013 — — — — 60,613 $ 399,440 Randall D. Keys — — — — 83,213 548,374 Daryl V. Mazzanti — — — — 36,680 241,721 David Joe 30,000 $ 2.55 5/5/2016 787,500 — $ 1.80 04/04/2015 35,231 $ 2.19 9/7/2017 400,000 — $ 1.41 02/15/2016 19,256 126,897 250,000 — $ 2.19 09/07/2017 119,259 7,951 $ 4.02 08/19/2015 109,859 $ 916,224
250,000
—
$
0.25
11/11/2013 350,000 — $ 1.80 04/04/2015 300,000 — $ 1.41 02/15/2016 150,000 — $ 2.19 09/07/2017 62,944 4,196 $ 4.02 08/19/2015 54,144 $ 451,561
550,000
—
$
1.61
06/23/2015 150,000 — $ 2.55 05/05/2016 200,000 — $ 2.19 09/07/2017 62,944 4,196 $ 4.02 08/19/2015 54,144 $ 451,561 (1) The unvested stock options and warrants generally vest 1/16th per quarter from the date of grant. In addition, in the event of change of control, half of all the unvested options and restricted stock awards would vest on the date of such change of control and the remainder of the unvested options and restricted stock awards would vest on the employee's termination date within a year of the change of control. (2) The values were calculated based upon the closing price of our common stock on June 30, 2015, which was $6.59 per share. Unvested restricted stock issued prior to Fiscal 2015 generally vests 1/16th per quarter from date of grant, with
2018. Effective with Fiscal 2015 grants, the vesting is 1/4th per year from date of grant.(1)The unvested stock options, warrants and restricted stock vest1/16th per quarter from the date of grant. In addition, in the event of change of control, half of all the unvested options, warrants and restricted stock awards would vest on the date of such change of control and the remainder of the unvested options, warrants and restricted stock awards would vest on the employee's termination date within a year of the change of control.(2)The values were calculated based upon the closing price of our common stock on June 30, 2012, which was $8.34 per share. Unvested restricted stock generally vests1/16th per quarter from date of grant, with the last restricted shares vesting in September 2016.named executive officersNamed Executive Officers on option exercises, vesting of restricted stock, and award payouts during fiscal year 2012:Option Exercises and Stock Vested During Fiscal Year-End 2012
Year 2015. Option Awards Stock Awards Option Awards Stock Awards Number of Shares
Acquired on
Exercise (#) Value Realized on
Exercise ($) Number of Shares
Acquired on
Vesting (#) Value Realized on
Vesting ($) — — 50,809 $ 404,003 — $ — 26,320 $ 239,417 — — 25,042 199,119 Randall D. Keys — — 5,814 49,243 — — 25,042 199,119 — — 12,557 114,505 David Joe 50,000 $ 294,500 4,706 50,614 new policy applies to all employees including Messrs. Herlin, McDonaldNamed Executive Officers and Mazzanti and2012,2015, the estimated potential payments and benefits that would be received by our named executive officersNamed Executive Officers based upon a hypothetical termination of employment in each of the circumstances indicated in the table. Severance Plan
Payment Healthcare & Other
Insurance Benefits Fair Market Value of
Accelerated Equity(1)
Compensation Total Value $ 670,000 $ 13,984 $ 491,268 $ 1,175,252 — — 982,535 982,535 402,500 22,198 243,278 667,976 — — 486,556 486,556 402,500 22,752 243,278 668,530 — — 486,556 486,556 Named Executive Officer Total Value Robert S. Herlin Change in Control $ 560,000 $ 14,266 $ 399,479 $ 973,745 Death or Disability — — 399,479 399,479 Randall D. Keys Change in Control 600,000 9,648 548,380 1,158,028 Death or Disability — — 548,380 548,380 Daryl V. Mazzanti Change in Control 491,750 22,828 241,781 756,359 Death or Disability — — 241,781 241,781 David Joe Change in Control 329,600 22,650 126,943 479,193 Death or Disability — — 126,943 126,943 (1) Represents one year salary and one year of short term incentive bonus, based on each officer's target incentive. (2) Represents an estimate of health insurance benefits to be provided to the Named Executive Officer and each eligible dependent under each scenario based on actual amounts paid out in Fiscal 2015. (3) The fair market value of accelerated equity awards includes only those awards that were not currently vested as of June 30, 2015, using a closing stock price of $6.59 per share. (1)The fair market value of accelerated equity awards includes only those awards that were not currently vested as of June 30, 2012, using a closing stock price of $8.34 per share.Compensation Committee Interlocks and Insider Participation None.directorsDirectors and executive officers, and persons who own beneficially more than ten percent (10%) of the shares of our common stock (collectively, "Reporting Persons") to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock. Reporting Persons are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. except as noted below, based solely on our review of the copies of such reports received or written representations from the Reporting Persons, we believe that, with respect to the fiscal year ended June 30, 2012Fiscal 2015 all the Reporting Persons complied with all applicable Section 16 filing requirements.•A late Form 4 report was filed for Daryl Mazzanti (i) on September 20, 2011 to report the acquisition of an aggregate of 23,495 shares of Common Stock, effective on August 31, 2011, and (ii) on September 22, 2011 to report the acquisition of an aggregate of 3,795 shares of Series A Preferred Stock effective on September 19, 2011.•A late Form 4 report was filed for Sterling McDonald on September 20, 2011 to report the acquisition of an aggregate 23,495 shares of Common Stock, effective on August 31, 2011.•A late Form 4 report was filed for Robert Herlin on September 20, 2011 to report the acquisition of 47,671 shares of Common Stock, effective on August 31, 2011.directors.Directors. The Board of Directors may also submit other matters to the stockholders for action at the Annual Meeting. Any proposal which a stockholder intends to present in accordance with Rule 14a-8 of the Exchange Act at our next annual meetingAnnual Meeting of stockholdersStockholders to be held in 20132016 must be received by Evolution Petroleum Corporation not less than one hundred twenty (120) calendar days prior to October 29, 2013.28, 2016. Only proposals conforming to the requirements of Rule 14a-8 of the Exchange Act that are timely received by the Company will be included in the Proxy Statement and Proxy in 2013.2015. Any such proposal should be directed to our Corporate Secretary at our principal executive offices located at 2500 CityWest Boulevard, Suite 1300 Houston, Texas 77042.directorsDirectors unless you provide specific instructions by completing and returning the proxy card. For your vote to be counted, you will need to communicate your voting decisions to your broker, bank or other financial institution before the date of the stockholder meeting.fiscal year endedFiscal Year-Ended June 30, 20122015 filed with the Securities and Exchange Commission accompanies this Proxy Statement. Copies of the Form 10-K exhibits are available without charge. Stockholders who would like such copies should direct their requests in writing to: Evolution Petroleum Corporation, 2500 CityWest Boulevard, Suite 1300 Houston, Texas 77042, Attention: Corporate Secretary.oralverbal request to: Continental Stock Transfer & Trust Company, 17 Battery Place New York, NY 10004, (800) 509-5586. By Orderorder of the Board of Directors of Evolution Petroleum Corporation
STERLING H. MCDONALDSterling H. McDonaldVice RANDALL D. KEYSAndand TreasurerHouston, TexasOctober 29, 2012
Houston, Texas
PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS EVOLUTION PETROLEUM CORPORATION NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 6, 2012 The undersigned hereby appoints Robert S. Herlin and Sterling H. McDonald, or either of them, as proxies, with full power of substitution, and hereby authorizes each of them to represent and vote, as designated on the reverse side, all of the shares of Common Stock of Evolution Petroleum Corporation, held of record by the undersigned on October 19, 2012 at the Annual Meeting of Stockholders to be held at the Company’s offices at 2500 CityWest Boulevard, Suite 1300 Houston, TX 77042 on Thursday, December 6, 2012, at 10 a.m. (local time), or any adjournment or postponement thereof, with all powers which the undersigned would possess if personally present, upon and in respect of the following matters and in accordance with the instructions specified on the reverse side. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR ALL OF THE DIRECTOR NOMINEES NAMED IN PROPOSAL 1 ON THE REVERSE SIDE AND FOR PROPOSAL 2. THE PROXIES NAMED ABOVE ARE HEREBY AUTHORIZED TO VOTE IN THEIR DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENT OR POSTPONEMENT THEREOF. (Continued, and to be marked, dated and signed, on the other side) . FOLD AND DETACH HERE AND READ THE REVERSE SIDE .
29
This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder. If no direction is made, this Proxy will be voted for Proposals 1, and 2. I understand that I may revoke this Proxy only by: (i) written instructions to that effect, signed and dated by me, which must be actually received by the Corporate Secretary prior to the commencement of the Annual Meeting; (ii) properly submitting to the Company a duly executed proxy bearing a later date; or (iii) appearing at the Annual Meeting and voting in person. PROXY Please mark your votes like this X COMPANY ID: PROXY NUMBER: ACCOUNT NUMBER: Signature Signature if Held Jointly Date: Please sign exactly as your name appears on your stock certificate. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If the shares are owned by a corporation, sign in the full corporate name by the President or other authorized officer. If the shares are owned by a Partnership, sign in the name of the Partnership name by an authorized person. Please mark, sign, and date and return the Proxy promptly using the enclosed envelope. 1. For the election as directors of the nominees listed below, except to the extent that authority is specifically withheld. Nominees: Laird Q. Cagan, Edward J. DiPaolo, William E. Dozier, Robert S. Herlin, Kelly W. Loyd and Gene G. Stoever In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. FOR ALL NOMINEES WITHHOLD AUTHORITY FOR ALL NOMINEES FOR ALL NOMINEES EXCEPT ANNUAL MEETING OF STOCKHOLDERS OF EVOLUTION PETROLEUM CORPORATION December 6, 2012 NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Annual Meeting of Stockholders, Proxy Statement and Proxy Card are available at - www.evolutionpetroleum.com Please sign, date and mail your proxy card in the envelope provided as soon as possible. . PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. . 2. To ratify the appointment of Hein & Associates, LLP, an independent registered public accounting firm, as independent auditors of the Company for the fiscal year ending June 30, 2013. FOR AGAINST ABSTAIN (INSTRUCTIONS: To withhold authority to vote for any individual nominee, write that nominee’s name on the space provided below.)
QuickLinksPROPOSAL I ELECTION OF DIRECTORS
PROPOSAL IIPROPOSAL TO RATIFY THE APPOINTMENT OF HEIN & ASSOCIATES LLP, AS OUR COMPANY'S INDEPENDENT AUDITORS FOR FISCAL YEAR 2013CORPORATE GOVERNANCEAudit Committee ReportCOMPENSATION OF DIRECTORSDirector Outstanding Equity Awards at Fiscal Year-End 2012SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTCOMPENSATION COMMITTEE REPORT ON 2012 EXECUTIVE COMPENSATIONEXECUTIVE COMPENSATION COMPENSATION DISCUSSION AND ANALYSISSummary Compensation TableFiscal Year 2012 Grants of Plan-Based Awards2012 Outstanding Equity Awards at Fiscal Year-EndOption Exercises and Stock Vested During Fiscal Year-End 2012SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCESTOCKHOLDER PROPOSALSIMPORTANT VOTING INFORMATION SEC RULES CONCERNING THE ELECTION OF DIRECTORSOTHER MATTERS