UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

MIDSTATES PETROLEUM COMPANY, INC.

4400 Post Oak Parkway,321 South Boston Avenue, Suite 19001000
Houston, Texas 77027Tulsa, Oklahoma 74103

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of Midstates Petroleum Company, Inc.:

        Notice is hereby given that the 20142015 Annual Meeting of Stockholders of Midstates Petroleum Company, Inc. (the "Company") will be held at The St. Regis Houston, 1919 Briar Oaks Ln.,Lane, Houston, Texas 77027, on Friday, May 23, 2014,22, 2015, at 9:00 a.m. Central Time (the "Annual Meeting"). The Annual Meeting is being held for the following purposes:

        1.     To elect two Class II directors, each for a term of three years.seven directors.

        2.     To approve, an amendment to the Company's Amended and Restated Certificate of Incorporation to provide for the annual election of directors.

        3.     To approve the Amendment and Restatement of the Midstates Petroleum Company, Inc. 2012 Long Term Incentive Plan.

        4.     To approve material plan terms of the Midstates Petroleum Company, Inc. 2012 Long Term Incentive Plan, as Amended and Restated, for purposes of complying with the requirements of Section 162(m) of the Internal Revenue Code.

        5.     To approve, on ana non-binding advisory basis, the compensation of our named executive officers.

        6.3.     To vote, onapprove an advisory basis, onamendment to our amended and restated certificate of incorporation to effect, at the frequency with which the Company's stockholders will vote on the compensationdiscretion of our named executive officers.board of directors:

        a)    a reverse split of our Common Stock (as defined below), whereby each outstanding five, six, seven, eight, nine or ten shares would be combined, converted and changed into one share of Common Stock; and

        7.b)    a reduction in the number of authorized shares of our Common Stock from 300,000,000 to 175,000,000, 150,000,000, 125,000,000, 125,000,000, 100,000,000 or 100,000,000, respectively.

        4.     To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accountants for 2014.2015.

        8.5.     To transact such other business as may properly come before the Annual Meeting.

        These proposals are described in the accompanying proxy materials. You will be able to vote at the Annual Meeting, or any adjournment or postponement thereof, only if you were a stockholder of record at the close of business on March 27, 2014.April 16, 2015.

YOUR VOTE IS IMPORTANT

Please vote over the internet atwww.proxyvote.com or by phone at 1-800-690-6903 promptly so that your shares may be voted in accordance with your wishes and so that we may have a quorum at the Annual Meeting. Alternatively, if you did not receive a paper copy of the proxy materials (which includes the proxy card), you may request a paper proxy card at the website or telephone number provided above, which you may complete, sign and return by mail.

		By Order of the Board of Directors,
		Dr. Peter J. Hill Frederic F. Brace
		Interim President and Chief Executive Officer

Houston, TexasTulsa, Oklahoma
April 8, 201429, 2015

MIDSTATES PETROLEUM COMPANY, INC.

4400 Post Oak Parkway,321 South Boston Avenue, Suite 19001000
Houston, Texas 77027Tulsa, Oklahoma 74103
PROXY STATEMENT
20142015 ANNUAL MEETING OF STOCKHOLDERS

        The Board of Directors of the Company (the "Board of Directors" or the "Board") requests your proxy for the Annual Meeting that will be held Friday,on May 23, 201422, 2015 at 9:00 a.m. Central Time, at The St. Regis Houston, 1919 Briar Oaks Ln.,Lane, Houston, Texas 77027. By granting the proxy, you authorize the persons named on the proxy to represent you and vote your shares at the Annual Meeting. Those persons will also be authorized to vote your shares to adjourn the Annual Meeting from time to time and to vote your shares at any adjournments or postponements of the Annual Meeting. The proxy materials, including this proxy statement (the "Proxy Statement"), proxy card or voting instructions and our 20132014 annual report, are being distributed and made available on or about April 11, 2014.30, 2015.

        If you attend the Annual Meeting, you may vote in person. If you are not present at the Annual Meeting, your shares may be voted only by a person to whom you have given a proper proxy. You may revoke the proxy in writing at any time before it is exercised at the Annual Meeting by delivering to the Corporate Secretary of the Company a written notice of the revocation, by submitting your vote electronically through the internet or by phone after the grant of the proxy, or by signing and delivering to the Corporate Secretary of the Company a proxy with a later date. Your attendance at the Annual Meeting will not revoke the proxy unless you give written notice of revocation to the Corporate Secretary of the Company before the proxy is exercised or unless you vote your shares in person at the Annual Meeting.

Stockholders of Record and Beneficial Owners

        Most of the Company's stockholders hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

        Stockholders of Record.    If your shares are registered directly in your name with the Company's transfer agent, you are considered the stockholder of record with respect to those shares, and the proxy materials, including a proxy and voting instruction card, is being sent directly to you by our agent. As a stockholder of record, you have the right to vote by proxy or to vote in person at the Annual Meeting.

        Beneficial Owners.    If your shares are held in a brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in "street name," and the proxy materials will be forwarded to you by your broker or nominee. The broker or nominee is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker how to vote. Beneficial owners that receive the proxy materials by mail from the stockholder of record should follow the instructions included in the proxy materials to transmit voting instructions.

QUORUM AND VOTING

        Voting Stock.    The Company's common stock, par value $0.01 per share (the "Common Stock"), is the only class of securities that entitles holders to vote generally at meetings of the Company's stockholders. The Company's Series A Mandatorily Convertible Preferred Stock, par value $0.01 per share (the "Preferred Stock"), entitles holders to vote on most matters submitted to the holders of the Common Stock for approval, except that the holders of the Preferred Stock are not permitted to vote on proposals involving the election of directors and proposals seeking the approval of certain transactions where the holders of the Preferred Stock would be entitled to consideration at least equal

to the current liquidation preference. Each share of Common Stock outstanding on the record dateRecord Date (defined below) is entitled to one vote and each share of Preferred Stock is entitled to vote with the holders of our Common Stock on permitted matters on an as-converted to Common Stock basis utilizing the then-current conversion ratio.

        Record Date.    The record date for stockholders entitled to notice of and to vote at the Annual Meeting wasis the close of business on March 27, 2014.April 16, 2015 (the "Record Date"). As of the record date, 70,628,558Record Date, 71,672,519 shares of Common Stock were outstanding and entitled to be voted at the Annual Meeting and 325,000 shares of Preferred Stock were outstanding and convertible into 27,068,48729,393,933 shares of Common Stock.

        Quorum and Adjournments.    The presence, in person or by proxy, of the holders of a majority of the outstanding shares of Common Stock entitled to vote at the Annual Meeting is necessary to constitute a quorum at the Annual Meeting.

        If a quorum is not present, the Chairman of the meeting or a majority of the outstanding shares of Common Stock entitled to vote who are present in person or by proxy at the Annual Meeting have the power to adjourn the Annual Meeting from time to time, without notice other than an announcement at the Annual Meeting, until a quorum is present. At any adjourned Annual Meeting at which a quorum is present, any business may be transacted that might have been transacted at the Annual Meeting as originally notified.

        Vote Required.    Directors will be elected by the affirmative vote of the holders of a plurality of the shares of Common Stock present and entitled to be voted at the Annual Meeting.Meeting ("Proposal ONE"). The proposalsproposal seeking (i) approval of the Amendment and Restatement of the Midstates Petroleum Company, Inc. 2012 Long Term Incentive Plan, (ii) approval of material plan terms of the Midstates Petroleum Company, Inc. 2012 Long Term Incentive Plan, as Amended and Restated, for purposes of complying with the requirements of Section 162(m) of the Internal Revenue Code, (iii) approval, on ana non-binding advisory basis, of the compensation of our named executive officers (iv)("Proposal TWO") requires the affirmative vote of the holders of a vote, on an advisory basis, onmajority of the frequency with whichshares of capital stock of the Company's stockholders willCompany, voting together as a single class, present in person or by proxy at the Annual Meeting and entitled to vote on the compensationmatter. The proposal seeking an amendment to our amended and restated certificate of incorporation to grant our Board the ability to effect a reverse split of our named executive officers,Common Stock and (v)a reduction in the number of authorized shares of our Common Stock ("Proposal THREE") requires the affirmative vote of the holders of a majority in voting power of all of the capital stock of the Company, voting together as a single class, entitled to vote on the matter. The proposal seeking ratification of the appointment of Deloitte & Touche LLP as the Company's auditors for 2014 will each require2015 ("Proposal FOUR") requires the affirmative vote of the holders of a majority of the shares of Common Stock and Preferred Stock, on an as-converted basis into Common Stock,capital stock of the Company, voting together as a single class, properly voted on such matterspresent in person or by proxy at the Annual Meeting; provided however, because the frequency with which the Company's stockholders willMeeting and entitled to vote on the compensation of our named executive officers is advisorymatter. Collectively, Proposal ONE, TWO, THREE and non-binding, if none ofFOUR may be referred to as the frequency options receives a majority, the option receiving the greatest number of votes will be considered the frequency recommended by the Company's stockholders. Approval of an amendment to the Company's Amended and Restated Certificate of Incorporation to provide for the annual election of directors requires the affirmative vote of the holders of a majority in voting power of the shares of Common Stock and Preferred Stock, on an as-converted basis into Common Stock, voting together as a single class, properly voted at the Annual Meeting."Proposals."

        An automated system that Broadridge Financial Solutions administers will tabulate the votes. Brokers who hold shares in street name for customers are required to vote shares in accordance with instructions received from the beneficial owners. Brokers are permitted to vote on discretionary items if they have not received instructions from the beneficial owners (a "broker non-vote"), but they are not permitted to vote on non-discretionary items absent instructions from the beneficial owner. Broker non-votes generally occur because the broker (i) does not receive voting instructions from the beneficial owner and (ii) lacks discretionary authority to vote the shares. Brokers do not have discretionary voting authority with respect to Proposals ONE, TWO THREE, FOUR, FIVE or SIXTHREE of this Proxy Statement. For Proposal SEVEN,FOUR, ratification of the appointment of the Company's auditors, brokers will have discretionary authority in the absence of timely instructions from their customers. Abstentions (i.e., if you or your broker marks "ABSTAIN" on a proxy) and broker non-votes will count in

determining whether a quorum is present at the Annual Meeting. However, (1) broker non-votes will not have any effect on the outcome of ProposalProposals ONE, (2) abstentionsTWO or FOUR and broker non-votes will have the effect of a vote against Proposal TWO and (3)(2) abstentions will have the effect of votes cast against on Proposals TWO, THREE and FOUR FIVE, SIX and SEVEN and broker non-votes will not have any effect.effect on Proposal ONE.

        Default Voting.    A proxy that is properly completed and submitted will be voted at the Annual Meeting in accordance with the instructions on the proxy. If you properly complete and submit a proxy, but do not indicate any contrary voting instructions, your shares will be voted FOR each of the director nominees listed in Proposal ONE and FOR Proposals TWO, THREE FOUR, FIVE and SEVEN, and FOR a frequency of ONE YEAR with respect to Proposal SIX.FOUR.

        If any other business properly comes before the stockholders for a vote at the meeting, your shares will be voted in accordance with the discretion of the holders of the proxy. The Board of Directors knows of no matters, other than those previously stated, to be presented for consideration at the Annual Meeting.

        The Company was incorporated pursuant to the laws of the State of Delaware on October 25, 2011 to become a holding company for Midstates Petroleum Company LLC ("Midstates Sub"), which was previously a wholly-owned subsidiary of Midstates Petroleum Holdings LLC ("Holdings LLC"). Pursuant to the terms of a corporate reorganization that was completed in connection with the closing of the Company's initial public offering, all of the interests in Holdings LLC were exchanged for newly issued common shares of the Company, and as a result, Midstates Sub became a wholly-owned subsidiary of the Company.Company and Holdings LLC ceased to exist as a separate entity. In this Proxy Statement, the terms "the Company,"Company," "we," "us," "our," and similar terms when used in the present tense, prospectively or for historical periods since April 25, 2012, refer to Midstates Petroleum Company, Inc. and its subsidiary, and for historical periods prior to April 25, 2012, refer to Midstates Petroleum Holdings LLC and its subsidiary, unless the context indicates otherwise.

PROPOSAL ONE

ELECTION OF DIRECTORS

        At the recommendation of the Nominating and Governance Committee, the Board of Directors has nominated the following individuals for election as Class II directors of the Company to serve for a threeone year term beginning at the Annual Meeting and expiring at the annual meeting to be held in 2017 and until either they are re-elected or their successors are elected and qualified:2016:

Loren M. LeikerFrederic F. Brace
Thomas C. Knudson
George A. DeMontrond
Alan J. Carr
Bruce Stover
Robert E. Ogle
John Mogford

        Messrs. Leiker and Mogford areEach of the above nominees is currently serving as directorsa director of the Company. Biographical information for each nominee is contained in the "Directors and Executive Officers" section below.

        The Board of Directors has no reason to believe that any of its nominees will be unable or unwilling to serve if elected. If a nominee becomes unable or unwilling to accept nomination or election, either the number of the Company's directors will be reduced or the persons acting under the proxy will vote for the election of a substitute nominee that the Board of Directors recommends.

        If the Charter Amendment (as defined below) described in "Proposal Two—Amendment to the Company's Amended and Restated Certificate of Incorporation to Provide for the Annual Election of Directors" of this Proxy Statement is approved by the Company's stockholders, the Certificate of Incorporation would be amended to eliminate the classification of our board and the current term of office of each director would end at the 2015 annual meeting of stockholders. Commencing at the 2015 annual meeting of stockholders, each director would be elected for a one-year term and the term of any director chosen as a result of a newly created directorship or to fill a vacancy following such election would expire at the next annual meeting of stockholders. From and after the approval of the Charter Amendment described in Proposal TWO, directors will be able to be removed from office either for or without cause upon the affirmative vote of the holders of at least 75% of the outstanding shares of stock of the Company entitled to vote generally for the election of directors.

        In the event that the proposed Charter Amendment is not approved by our stockholders, our Board of Directors would remain classified and our directors would continue to be subject to current removal provisions. In such case, the two Class II directors elected at this Annual Meeting would each serve until the 2017 annual meeting of stockholders and until their respective successors are duly elected and qualified, subject to their earlier retirement, resignation, disqualification, removal or death. Our Class I and Class III directors would continue in office for the remainder of their full three-year terms and until their successors are duly elected and qualified, subject to their earlier retirement, resignation, disqualification, removal or death.

Required Vote

        The election of directors in this proposal requires the affirmative vote of the holders of a plurality of the shares of Common Stock present and entitled to be voted at the Annual Meeting. Neither abstentions nor broker non-votes will have any effect on the outcome of voting on director elections.

Recommendation

        The Board of Directors unanimously recommends that stockholders vote FOR the election of each of the nominees.

DIRECTORS AND EXECUTIVE OFFICERS

        After the Annual Meeting, assuming the stockholders elect the nominees of the Board of Directors as set forth in "Proposal One—Election of Directors" above, the Board of Directors of the Company will be, and the executive officers of the Company are:

        IfThe Company's Board of Directors currently consists of seven members. Other than the Charter Amendment described in "Proposal Two—Amendment todirector who is elected by the holders of the Preferred Stock (which is currently unfilled), the Company's Amended and Restated Certificate of Incorporation to Provide for the Annual Election of Directors" of this Proxy Statement is approved by the Company's stockholders, the Certificate of Incorporation would be amended to eliminate the classification of our board and the current term of office of each director would end at the 2015 annual meeting of stockholders. Commencing at the 2015 annual meeting of stockholders, each director would be electeddirectors serve for a one-year term and the term of any director chosen as a result of a newly created directorship or to fill a vacancy following such election would expire at the next annual meeting of stockholders. From and after the approval of the Charter Amendment, directors will be able toone year term. Directors may be removed from office either for or without cause upon the affirmative vote of the holders of at least 75% of the outstanding shares of stock of the Company entitled to vote generally for the election of directors.

        The Company's Board of Directors currently consists of eight members. Other than Mr. Tichio, who is elected by the holders of the Preferred Stock, the Company's directors are currently divided into three classes serving staggered three-year terms. Under the current Certificate of Incorporation (as defined below), each year the directors of one class stand for re-election as their terms of office expire. Messrs. Knudson and McDaniel and Dr. Hill are designated as Class I directors, and their terms of office would expire in 2016. Messrs. Leiker and Mogford are designated as Class II directors, and, assuming the stockholders re-elect them to the Board as set forth in "Proposal One—Election of Directors" above, their terms of office would expire in 2017. Mr. DeMontrond and Ms. Ricciardello are designated as Class III directors, and their terms of office would expire in 2015.

Set forth below is biographical information about each of the Company's executive officers, directors and nominees for director.

        Dr. Peter J. HillFrederic F. Brace has served as our Interim President and Chief Executive Officer since March 31, 201418, 2015 and as a member of our Board of Directors since April 2013. Dr. HillMarch 9, 2015. Mr. Brace has served as the

Non-Executive Chairman of Triangle Petroleum Corporation (NYSEMKT: TPLM), an independent oil and natural gas company concentrated in the Bakken, since February 2013. He has served as a director of Triangle since December 2009 and previously as its Chief Executive Officer from December 2009 until April 2012 and Executive Chairman from April 2012 to February 2013. Dr. Hill has 40over twenty years of experience in the international oilbusiness management and natural gas industry.board representations. He commenced his career in 1972 and spent 22 years in senior positions at British Petroleum including Chief Geologist, Chief of Staff for BP Exploration, President of BP Venezuela and Regional Director for Central and South America. Dr. Hill then worked as Vice President of Exploration at Ranger Oil Ltd. in England from 1994 to 1995, Managing Director of Exploration and Production at Deminex GMBH Oil in Germany from 1995 to 1997, Technical Director/Chief Operating Officer at Hardy Oil & Gas plc from 1998 to 2000, Presidentis currently Chairman and Chief Executive Officer of Beaucastel LLC and Sangfroid Advisors Ltd. Previously, Mr. Brace worked for Niko Resources, Ltd., an oil and gas company, from August 2013 to December 2014 serving first as Senior Advisor and then as President of the company. From 1988 to 2008, Mr. Brace worked at Harvest Natural Resources,the UAL Corporation (now United Continental Holdings, Inc.), the parent company of United Airlines, Inc. and Continental Airlines, Inc., where he served as Executive Vice President and Chief Financial Officer of UAL Corporation and United Airlines, Inc. from 20002002 to 2005, Director/Chairman at Austral Pacific Energy Ltd.2008. Mr. Brace is a member of the board of directors of Anixter International and Standard Register. He has also served on the board of numerous public and private companies. He received his BS in Industrial Engineering from 2006 to 2008, independent advisor to Palo Alto Investorsthe University of Michigan in 1980 and his MBA with a specialization in finance from January 2008 to December 2009 and Non-Executive Chairman at Toreador Resources Corporation from January 2009 to April 2011. He holds a bachelor's and Ph.D. degreethe University of Chicago Graduate School of Business in Geology from Southampton University.1982. We believe Dr. Hill's extensiveMr. Brace's knowledge of the energy industry and expertise in explorationrepresenting public and production operationsprivate companies will allow him to provide valuable insights to our Board of Directors.

        Thomas C. Knudson has served as the Board's Interim Chairman since March 31, 2014 and as a member of our Board of Directors since May 2013.2013 and as Chairman of the Board of Directors since April 2014. Mr. Knudson has served as the Non-Executive Chairman of Bristow Group Inc. (NYSE: BRS) since August 2006 and as a Director of Bristow since June 2004. Mr. Knudson has been president of Tom Knudson Interests, which provides consulting

services in energy, sustainable development, and leadership, since its formation in 2004. Following seven years of active duty as a U.S. Naval aviator and an aerospace engineer, he joined Continental Oil Company (Conoco) in 1975 and retired in 2004 from Conoco's successor, ConocoPhillips, as Senior Vice President of Human Resources, Government Affairs and Communications and as a member of ConocoPhillips' management committee. He was the founding Chairman of the Business Council for Sustainable Development in both the United States and the United Kingdom. Mr. Knudson served as a Director of NATCO Group, Inc. from April 2005 to November 2009, Williams Partners L.P. from November 2005 to September 2007, and MDU Resources Group Inc. (NYSE: MDU) from November 2008 to April 2014. He has also served as a Trustee of the Episcopal Seminary of the Southwest since February 2012 and as a member of the National Council of Methodist Neurological Institute since October 2011. Mr. Knudson has a bachelor's degree in aerospace engineering from the U.S. Naval Academy and a master's degree in aerospace engineering from the U.S. Naval Postgraduate School. We believe Mr. Knudson's extensive knowledge and expertise in the energy industry will allow him to provide valuable insights to our Board of Directors.

        George A. DeMontrond has served as a member of our Board of Directors since April 2014. Mr. DeMontrond is a Vice President with First Reserve Corporation ("First Reserve"), a global energy-focused private equity and infrastructure investment firm, and joined the firm in 2007. Mr. DeMontrond's responsibilities at First Reserve range from deal origination and structuring to due diligence, execution and monitoring, with a particular emphasis on the reserves sector. Prior to joining First Reserve, Mr. DeMontrond served as an Investment Banking Analyst in the Energy, Utilities & Chemicals Group at Deutsche Bank Securities Inc. He holds a bachelor's degree from Rice University. We believe Mr. DeMontrond's extensive energy industry background brings important experience and skill to our Board of Directors.

        Loren M. Leiker has served as a member of our Board of Directors since December 2011. Mr. Leiker retired in 2011 after a 23 year career from EOG Resources, Inc., one of the largest independent oil and natural gas companies in the United States. Mr. Leiker served as Senior Executive Vice President of Exploration at EOG Resources, Inc. from February 2007 through September 2011, and prior to that served as their Executive Vice President of Exploration from May 1998 to February

2007 and as Executive Vice President of Exploration and Development from February 2000 to February 2007. Mr. Leiker also served as Senior Vice President, Exploration of EOG Resources. Prior to joining EOG Resources, Mr. Leiker held a variety of domestic and international technical and managerial roles at Tenneco Inc. Mr. Leiker has also served as a member of the board of directors of SM Energy Co. (NYSE: SM) since July 2012 and Vermillion Energy Inc. (NYSE: VET) since December 2012. He holds a bachelor's and master's degree in Geology from Texas Tech University. We believe Mr. Leiker's extensive knowledge of the energy industry and expertise in exploration and production operations will allow him to provide valuable insights to our Board of Directors.

StephenAlan J. McDanielCarr has served as a member of our Board of Directors since March 20119, 2015. Mr. Carr is an investment professional with twenty years of experience working from the principal and from March 2011 to February 2013 servedadvisor side on complex, process-intensive financial situations. Mr. Carr is the founder of Drivetrain Advisors, a fiduciary services firm that supports the investment community in legally- and process-intensive investments as the non-executive Chairman of the Board. He was our President and Chief Executive Officer from August 2008 until March 2011.a representative, director, or trustee. Prior to that,founding Drivetrain Advisors in 2013, Mr. Carr was a Managing Director at Strategic Value Partners, LLC ("Strategic Value Partners"), where he served as our Presidentled financial restructurings for companies in North America and Treasurer since our founding. He is alsoEurope, working in both the US and Europe over nine years. Prior to joining Strategic Value Partners, Mr. Carr was a member ofcorporate attorney at Skadden, Arps, Slate, Meagher & Flom. Mr. Carr currently serves on the board of directors of Ultra Petroleum (NYSE: UPL), an independent oilTanker Investments Ltd. and gas explorationBrookfield DTLA Fund Office Trust Investor Inc. Mr. Carr has experience serving on boards of a variety of companies in North America, Europe and production company,Asia. He received his B.A. in Economics and Sociology from Brandeis University in 1992 and his J.D. from Tulane Law School in 1995. We believe Mr. Carr's extensive financial expertise and experience in representing public and private companies in complex financial situations and brings important experience and skill to our Board of Directors.

Bruce Stover has served as a position hemember of our Board of Directors since March 18, 2015. Mr. Stover has held since 2006. Mr. McDaniel's previous experience includes approximately tenover forty years of oil and gas investment banking, the majority of which was with Merrill Lynch. He held the position of Managing Director at Merrill Lynch when he left the banking industryexperience in 2004 to focus his full time efforts on Midstates Petroleum. He began his career with Conoco in 1983 and held various positions in Conoco's engineering, operations, and business development organizations. He holds a degree in Petroleum Engineering from Louisiana State University. Because of his extensive knowledge of our operations and of the oil and gas industry and has an extensive background in mergers and acquisitions as well as global operations and business development. Mr. Stover has served on the board of directors of the Bristow Group, Inc. since 2009 and as Chairman of the Compensation Committee of such board since 2012. Prior to joining the board of Bristow Group, Inc., he was a founding member of the management team of Endeavor International Corporation, where he served as Executive Vice President, Operations and Business Development, from 2003 to 2010. Before serving at Endeavor International Corporation, Mr. Stover was Senior Vice President, Worldwide Business Development for Anadarko Petroleum Corporation responsible for evaluating and securing domestic and international business opportunities. While there, Mr. Stover also served as President and General Manager of Anadarko Petroleum Corporation's Algerian subsidiary. He began his energy investment banking and engineering experience, including his financial management expertise, wecareer as an engineer

with Amoco Production Company. We believe Mr. McDanielStover's experience in the energy industry and expertise in representing public and private companies brings important experience and skill to our Board of Directors.

Robert E. Ogle has served as a member of our Board of Directors since March 18, 2015. Mr. Ogle has been a certified public accountant for over thirty-five years with experience in the upstream and downstream oil and gas industries, retail, airline and service industries, representing debtors, creditors, investors and governmental agencies. Mr. Ogle is currently a valuable memberSenior Advisor with The Claro Group. Prior to joining The Claro Group, he was a founder and Chief Financial Officer for Ute Energy LLC from 2005 to 2009. Before serving there, Mr. Ogle was the Director of Corporate Recovery Services at Huron Consulting and prior to joining Huron Consulting was a Corporate Recovery Services Partner at Arthur Andersen, where he started their corporate recovery services practice in Houston. While at Arthur Andersen, Mr. Ogle provided services to Link Energy, Continental Airlines, Delta Airlines, United Airlines, Edge Petroleum Corporation, Orion Refinery, Entergy and many others. Mr. Ogle co-founded the Houston Chapter of the Turnaround Management Association. We believe Mr. Ogle's extensive financial expertise and experience in representing public and private companies brings important experience and skill to our Board of Directors.

        John Mogford has served as a member of our Board of Directors since March 2011. Mr. Mogford joined First Reserve as Operating Partner in 2009 and is nowwas a Managing Director based in London.London through April 1, 2015. He now serves as a consultant to First Reserve. He provides direct operational support and guidance to First Reserve's portfolio company executives as well as strategic advice to First Reserve investment teams. Prior to joining First Reserve, Mr. Mogford spent 32thirty-two years at BP, mainly in upstream, most recently as the Executive Vice President for Refining. He served as one of 10 members of BP's Executive Committee. He holds a degree from Sheffield University and business qualifications from INSEAD and Stanford Universities. We believe Mr. Mogford's extensive energy industry background, particularly his expertise in exploration and production operations, brings important experience and skill to our Board of Directors.

        Mary P. Ricciardello has served as a member of our Board of Directors since December 2011. Ms. Ricciardello retired in 2002 after a 20 year career with Reliant Energy Inc., a leading independent power producer and marketer. She served as Senior Vice President and Chief Accounting Officer of Reliant Energy, Inc. from January 2001 to August 2002, and immediately prior to that served as its Senior Vice President and Comptroller from September 1999 to January 2001 and as its Vice President and Comptroller from 1996 to September 1999. Ms. Ricciardello also served as Senior Vice President and Chief Accounting Officer of Reliant Resources, Inc. from May 2001 to August 2002. Ms. Ricciardello has also served as a member of the board of directors and chairperson of the audit committee of Noble Corporation (NYSE: NE) since 2003 and Devon Energy Corporation (NYSE: DVN) since 2007. Ms. Ricciardello also serves on the Board of Directors of EnLink Midstream Partners, LP (NYSE: ENLK) and its general partner, EnLink Midstream GP, LLC. She also serves on the board of the Houston Chapter of the National Association of Corporate Directors and the University of St. Thomas in Houston. Ms. Ricciardello served as director of U.S. Concrete, Inc. from 2003 until August 2010. She holds a bachelor's degree in Business Administration from the University of South Dakota and an M.B.A. from the University of Houston and is a licensed Certified Public Accountant. We believe Ms. Ricciardello's business career and her experience as a director of other publicly held companies will allow her to provide knowledgeable advice to our Board of Directors and to senior management.

RobertNelson M. Tichio has served as a member of our Board of Directors since October 2012. Mr. Tichio is a Managing Director at Riverstone Holdings LLC, an energy and power-focused private equity firm, and joined Riverstone in 2006. Mr. Tichio focuses on investments in the energy and power sectors. Prior to joining Riverstone, Mr. Tichio was in the Principal Investment Area (PIA) of Goldman Sachs which manages the firm's private corporate equity investments. Mr. Tichio began his career at J.P. Morgan in the Mergers & Acquisition group where he concentrated on assignments that included public company combinations, asset sales, takeover defenses and leveraged buyouts. In addition to serving on the boards of a number of Riverstone portfolio companies and their affiliates, Mr. Tichio has also served as a member of the board of directors of EP Energy Corporation (NYSE: EPE) since September 2013 and is a member of the Board of Visitors of the Nelson A. Rockefeller Center at Dartmouth College. He previously served as a member of the board of directors of Gibson Energy (TSE:GEI) from 2008 to 2013. He holds an M.B.A. from Harvard Business School and a bachelor's degree from Dartmouth College. We believe Mr. Tichio's extensive energy industry background, particularly his expertise in mergers and acquisitions, brings important experience and skill to our Board of Directors.

Dexter Burleigh has served as our Senior Vice President—Strategic Planning and Treasury since April 2013 and as our Vice President—Planning and Treasury from December 2009 to April 2013. Prior to joining Midstates, Mr. Burleigh spent 28 years at ConocoPhillips, an independent oil and gas exploration and production company, where he was most recently their Finance Manager from 1997 to December 2009. He holds a degree in Finance and Economics from McNeese State University.

Nelson Haight has served as our SeniorExecutive Vice President and Chief Financial Officer since January 2015, and previously served as Senior Vice President and Chief Financial Officer from January 2014 through January 2015, and as our Chief Accounting Officer sincefrom August 2013.2013 through January 2014. Mr. Haight previously served as our Vice President and Controller from December 2011 to August 2013. Mr. Haight is a Certified Public Accountant and prior to joining the Company, Mr. Haight was a partner with the audit firms of GBH CPAs from November 2008 to December 2011 and Malone Bailey, PC from July 2007 to November 2008. Prior to those positions, Mr. Haight served in a variety of public accounting and finance roles and began his career in 1988 with Arthur AndersonAndersen and Co. Mr. Haight holds a bachelor's degree and a master's degree in public accounting from the University of Texas at Austin.

        Greg HebertsonMitchell G. Elkins has served as our SeniorExecutive Vice President—ExplorationPresident of Operations since May 2013.January 2015 after his previous role of Vice President of Drilling and Completions, which he held since 2012. Prior to joining Midstates,the Company, Mr. Hebertson was Vice President, Global Exploration New Ventures,Elkins worked as the International Drilling Manager for Talisman Energy, a global independent oilTransatlantic in Instanbul, Turkey from May 2011 through January 2012 and gas company,the Drilling and Completions manager for Apache in their Australian operations from August 2011 to May 2013.July 2006 through April 2011. Prior to Talisman,that, Mr. Hebertson worked at Anadarko Petroleum CorporationElkins held a variety of roles for 17 years where most recently he was General Manager, Latin America Exploration. Mr. Hebertson has extensive global upstream experience in both technical and management roles around the world, including multiple onshore US basins, Canada, Alaska, the Gulf of Mexico (US), Africa, the Middle East, Europe, and Latin America. Mr. Hebertson holds bachelor's and master's degrees in Geology from Brigham Young UniversityUnocal as well as businessApache, and leadership certificationsalso owned a project management company supporting clients such as Apache, Chevron, Perenco, Shell and others in international operations. Mr. Elkins holds a BS in Control Engineering with a Petroleum Production Base from Rice University. He is a licensed Geologist in the StateUniversity of Texas and board councilor for the Division of Professional Affairs (DPA), a division of the American Association of Petroleum Geologists (AAPG).Texas—Permian Basin.

        Curtis A. NewstromMark E. Eck has served as our Senior Vice President—Business Development since April 2013 and as ourExecutive Vice President of Business Development from July 2010 to April 2013.and Chief Operating Officer since December 2014. Prior to joining Midstates, Mr. Newstrom wasEck most recently served with Samson Resources Company ("Samson"), an oil and gas exploration and production company, as Vice President, ofBusiness

Development from December 2012 to October 2013, as Vice President, Operations and Midstream from March 2012 to December 2012 and as General Manager, Haynesville from March 2010 to February 2012. Prior to joining Samson, Mr. Eck served as the Business Development and Strategic PlanningManager for LinnSM Energy Company, an independent oil and gas exploration and production company, from March 2008 to February 2010 and their Manager of Supply Chain Management from April 2007 to 2010. PriorFebruary 2008. Before SM Energy, Mr. Eck was the Business Development Manager and Project Engineer for Springfield Underground from 2000 to that, he was a Technical Director for Scotia Waterous from 2006 to 2007. From 1994 to 2006, Mr. Newstrom held several management positions2007 and served in acquisitions and divestitures, operations, strategic planning and reservoir and production engineering with Burlington Resources. He also held management and engineeringvarious positions with Hess Corporation and Schlumberger.ARCO Oil & Gas Company from 1981 to 2000. Mr. Newstrom currently serves on the Board of Directors of Logos Resources, LLC. He holds aEck received his Bachelor's degree in PetroleumMechanical Engineering from Marietta College.Missouri-Rolla University in 1980.

MEETINGS AND COMMITTEES OF DIRECTORS

        The Board of Directors held fourfive meetings during 2013,2014, and its independent directors met in executive session four times during 2013.2014. During 2013,2014, each of our directors attended at least 75% of the meetings of the Board of Directors and the meetings of the committees of the Board of Directors on which that director served.

        The Board of Directors has three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Governance Committee.

        Audit Committee.    Information regarding the functions performed by the Audit Committee and its membership is set forth in the "Audit Committee Report" included herein and also in the "Audit Committee Charter" that is posted on the Company's website at www.midstatespetroleum.com. www.midstatespetroleum.com.

        The members of the Audit Committee are Ms.Messrs. Stover, Carr and Ogle (Chairman). Messrs. Stover, Carr and Ogle each joined the Audit Committee in March 2015, replacing Mary P. Ricciardello, (Chairman)Loren M. Leiker and Messrs. Knudson and Leiker. Anastasia DeulinaThomas Knudson. Dr. Peter J. Hill served on the Audit Committee in 2014 until April 2013 and Dr. Hill served until his appointment as the Company's Interim President and Chief Executive Officer in April 2014. The Audit Committee held eightnine meetings during 2013.2014.

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

•

periodically review the compensation, employee benefit plans and fringe benefits paid to, or provided for, executive officers of the Company;



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approve the annual salaries, bonuses and share-based awards paid to the Company's executive officers;



•

periodically review and recommend to the full Board of Directors total compensation for each non-employee director for services as a member of the Board of Directors and its committees; and



•

exercise oversight of all matters of executive compensation policy.

        The Compensation Committee is delegated all authority of the Board of Directors as may be required or advisable to fulfill the purposes of the Compensation Committee. The Compensation Committee may form and delegate some or all of its authority to subcommittees when it deems appropriate. Meetings may, at the discretion of the Compensation Committee, include members of the Company's management, other members of the Board of Directors, consultants or advisors, and such other persons as the Compensation Committee or its chairperson may determine in an informational or advisory capacity.

        Our Chief Executive Officer annually reviews the competitive pay position and the performance of each member of senior management other than himself. Our Chief Executive Officer's conclusions and recommendations, including those for base salary adjustments and award amounts for the current year and target annual award amounts for the next year under our Bonus Plan, are presented to the Compensation Committee. The Compensation Committee makes all compensation decisions and approves all share-based awards for the Named Executive Officers and other officers at or above the vice president level. The Compensation Committee may exercise its discretion in modifying any compensation adjustment or awards to any executive officer, including reducing or increasing the payment amount for one or more components of such awards.

        Our Board of Directors annually considers the performance of our Chief Executive Officer. The Compensation Committee determines all components of our Chief Executive Officer's compensation and meets outside the presence of all of our executive officers to consider appropriate compensation for our Chief Executive Officer.

        The Compensation Committee has the sole authority to retain, amend the engagement with, and terminate any compensation consultant to be used to assist in the evaluation of director, CEO or officer compensation, including employment contracts and change in control provisions. The Compensation Committee has sole authority to approve the consultant's fees and other retention terms and has authority to cause the Company to pay the fees and expenses of such consultants. During 2013,2014, the Compensation Committee engaged the services of Longnecker & Associates ("Longnecker"). In selecting Longnecker as its independent compensation consultant, the Compensation Committee assessed the independence of Longnecker pursuant to Securities and Exchange Commission ("SEC") rules and considered, among other things, whether Longnecker provides any other services to us, the policies of Longnecker that are designed to prevent any conflict of interest between Longnecker, the Compensation Committee and us, any personal or business relationship between Longnecker and any member of the Compensation Committee or between Longnecker and one of our executive officers and whether Longnecker owns any shares of our common stock. The terms of Longnecker's engagement are set forth in an engagement agreement that provides, among other things, that Longnecker is engaged by, and reports only to, the Compensation Committee and will perform the compensation advisory services requested by the Compensation Committee. Longnecker does not provide any other services to the Company, and the Compensation Committee has concluded that we do not have any conflicts of interest with Longnecker.

        Among the services Longnecker was asked to perform was apprising the Compensation Committee of compensation-related trends, developments in the marketplace and industry best practices; informing the Compensation Committee of compensation-related regulatory developments; providing peer group survey data to establish compensation ranges for the various elements of compensation; providing an evaluation of the competitiveness of the Company's executive and director compensation and benefits programs; assessing the relationship between executive pay and performance; and advising on the design of the Company's incentive compensation programs. Longnecker has not provided any other services to the Company.Company during the last fiscal year.

        The Compensation Committee does not adopt all recommendations given by the compensation consultant but uses the consultant's work as a reference in exercising its own judgment with respect to its own executive compensation actions and decisions. The compensation consultant regularly participates in the meetings of the Compensation Committee andLongnecker meets privately with the committee at its request. Our management provides information to the consultant but does not direct or oversee its activities with respect to our executive compensation program.

        The members of the Compensation Committee are Messrs. LeikerStover (Chairman), TichioCarr and DeMontrond. Messrs. Stover and Carr each joined the Compensation Committee in March 2015, replacing Messrs. Leiker and Tichio. Dr. Hill served as Chairman from his appointment to the Board in April 2013 until his appointment as the Company's Interim President and Chief Executive Officer in April 2014. Mr. Leiker also previously served as Chairman, Mr. Mogford served as a member of the Compensation Committee from the time of our initial public offeringduring 2014 until April 2013 and2014. Anastasia Deulina also served as a member of the Compensation Committee until her departure from the Board of Directors in April 2014. The Compensation Committee held fivesix meetings during 2013.2014.

        Nominating and Governance Committee.    The Nominating and Governance Committee assists the Board of Directors in evaluating potential new members of the Board of Directors, recommending committee members and structure, and advising the Board of Directors about corporate governance practices. Additional information regarding the functions performed by the Nominating and Governance Committee is set forth in the "Corporate Governance" section included herein and also in the "Nominating and Governance Committee Charter" that is posted on the Company's website at www.midstatespetroleum.com. www.midstatespetroleum.com.

        The Nominating and Governance Committee has several methods of identifying Board candidates. First, the committee considers and evaluates whether or not the existing directors whose terms are

expiring remain appropriate candidates for the Board. Second, the committee requests from time to time that its members and the other Board members identify possible candidates. Third, the committee

has the authority to retain one or more search firms to aid in its search. The search firm assists the Board in identifying potential Board candidates, interviewing those candidates and conducting investigations relative to their background and qualifications.

        The members of the Nominating and Governance Committee are Messrs. Knudson (Chairman) and, Mogford and Ms. Ricciardello.Stover. Mr. McDaniel served as Chairman and Alex Krueger served as a member ofStover joined the Nominating and Governance Committee until February 2013 and April 2013, respectively.in March 2015, replacing Ms. Deulina served as a member of the Committee from April 2013 to May 2013. Mr. Mogford served as Chairman from February 2013 to May 2013.Ricciardello. The Nominating and Governance Committee held foursix meetings during 2013.

PROPOSAL TWO

AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION TO PROVIDE FOR ANNUAL ELECTION OF DIRECTORS

        Article FIFTH of the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") provides for the classification of the Board of Directors into three classes of directors (Classes I, II and III) that serve staggered three-year terms. Currently, directors in each class are elected every third year for three-year terms. This classification does not apply with respect to the directors elected by the holders of the Company's Preferred Stock.

        This classified structure has been in place since the Company's initial public offering. Since that time, the Board has believed that this structure provides the Board stability, continuity and independence, enhances director independence from management and provides protection against certain takeovers.

        While the Board of Directors believes that the classified board structure has provided the Company with certain benefits, it recognizes that the general corporate governance trend among similar companies is to elect all directors annually. Therefore, the Board of Directors unanimously approved, subject to stockholder approval at the Annual Meeting, an amendment to the Certificate of Incorporation (the "Charter Amendment"), which would effect a declassification of the Board. The text of the Charter Amendment, including Article FIFTH as it is proposed to be amended, is attached to this Proxy Statement as Appendix A.

        The Company's Board of Directors has determined that the classified board structure should be eliminated so that, commencing at the first annual meeting of stockholders following the 2014 Annual Meeting, all directors would be subject to annual election.

        If the Charter Amendment is approved by the Company's stockholders, the Certificate of Incorporation would be amended to eliminate the classification of our board and the current term of office of each director would end at the 2015 annual meeting of stockholders. Commencing at the 2015 annual meeting of stockholders, each director would be elected for a one-year term and the term of any director chosen as a result of a newly created directorship or to fill a vacancy following such election would expire at the next annual meeting of stockholders. From and after the approval of the Charter Amendment, directors will be able to be removed from office either for or without cause upon the affirmative vote of the holders of at least 75% of the outstanding shares of stock of the Company entitled to vote generally for the election of directors.

        In the event that the proposed Charter Amendment is not approved by our stockholders, our board would remain classified and our directors would continue to be subject to current removal provisions. In such case, the two Class II directors elected at this Annual Meeting would each serve until the 2017 annual meeting of stockholders and until their respective successors are duly elected and qualified, subject to their earlier retirement, resignation, disqualification, removal or death. Our Class I and Class III directors would continue in office for the remainder of their full three-year terms and until their successors are duly elected and qualified, subject to their earlier retirement, resignation, disqualification, removal or death.

        The Board of Directors believes that the Company's stockholders should have the opportunity to vote on the election of all directors each year and that the elimination of the classified board structure is in the best interests of the Company and its stockholders. If the Company's stockholders approve the Charter Amendment, it will become effective upon filing with the Secretary of State of the State of Delaware. The Company plans to file the Charter Amendment promptly after the Annual Meeting if the requisite stockholder vote is obtained.

Required Vote

        Approval of the Charter Amendment requires the affirmative vote of the holders of a majority in voting power of the shares of the Common Stock and Preferred Stock, voting together as a single class, outstanding as of the record date. Broker non-votes and abstentions will count as votes against the approval of the Charter Amendment.

Recommendation

The Board of Directors unanimously recommends that stockholders vote FOR the approval of the amendment to the Company's Amended and Restated Certificate of Incorporation to provide for annual election of directors.

PROPOSAL THREE

APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE
MIDSTATES PETROLEUM COMPANY, INC. 2012 LONG TERM INCENTIVE PLAN

Background and Purpose of the Proposal

        Our Board of Directors originally adopted the Midstates Petroleum Company, Inc. 2012 Long Term Incentive Plan (the "LTIP") on April 19, 2012. At the 2014 Annual Meeting of Stockholders, stockholders will be asked to approve the amendment and restatement of the LTIP in order to increase the number of shares reserved for issuance thereunder, which was approved by the Board on February 20, 2014. If approved by our stockholders at the Annual Meeting, the amended and restated LTIP (the "Amended and Restated LTIP") will become effective upon such approval.

Summary of the Proposal

        The use of stock-based awards under the LTIP continues to be a key element of our compensation program. The purpose of the amendment to the LTIP is to increase the number of shares of Common Stock that we may issue under the LTIP by 1,887,061 shares, from 6,563,435 shares to 8,450,496 shares. This is the only change to the LTIP made by the amendment. Of the 6,563,435 shares currently authorized for issuance under the LTIP, a total of (i) 538,287 shares have been issued upon the lapse of restrictions on grants of restricted stock as of March 24, 2014, (ii) an additional 245,464 shares are expected to vest before the date of the Annual Meeting and (iii) 3,964,515 shares will remain subject to unvested time based restricted stock awards at the time of the Annual Meeting. No other equity awards are outstanding under the LTIP as of such date.

        The LTIP is a broad-based plan under which we grant awards to our current and prospective employees, including officers, and directors. We believe that our interests are best advanced by aligning the interests of our nonemployee directors and key employees with the interests of our stockholders. Therefore, to attract, retain and motivate nonemployee directors, officers and key employees and, in recognition of the significant contributions to our performance and growth made by these individuals, the Board of Directors has adopted the Amended and Restated LTIP, subject to stockholder approval. Approval of the Amended and Restated LTIP will permit us to continue to use stock-based compensation to align stockholder and employee interests and to motivate employees and others providing services to us or any subsidiary. While the Board of Directors is cognizant of the potential dilutive effect of compensatory stock awards, it also recognizes the significant motivational and performance benefits that are achieved from making such awards.

Summary of the Amended and Restated LTIP

        The only difference between the LTIP and the Amended and Restated LTIP is the increase in shares reserved for issuance under the plan from 6,563,435 shares to 8,450,496 shares. A summary of the principal features of the Amended and Restated LTIP is provided below but does not purport to be a complete description of all of the provisions of the Amended and Restated LTIP. The summary below should be read in conjunction with, and is qualified in its entirety by reference to, the full text of the Amended and Restated LTIP, which is attached to this Proxy Statement as Appendix B and incorporated by reference into this Proposal.

        Purposes of the Amended and Restated LTIP.    The purposes of the Amended and Restated LTIP are to: (i) provide incentives to our employees and consultants (and those of our subsidiaries) and to members of our Board who are not employees or consultants to devote their abilities and energies to our success through affording such individuals a means to acquire and maintain stock ownership or awards, the value of which is tied to the performance of our Common Stock, and (ii) enable us to pay compensation that qualifies for the "performance-based compensation" exemption to Section 162(m)

with respect to awards provided to Covered Employees (as defined below). The Amended and Restated LTIP permits the grant of nonstatutory options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, bonus stock, dividend equivalents, and other stock-based awards, any of which may be further designated as performance awards (collectively referred to as "Awards").

        Administration.    The Amended and Restated LTIP will be administered by a committee of our Board (the "committee") pursuant to its terms and all applicable state, federal or other rules or laws. However, our Board may also take any action designated to the committee, unless it is determined that administration of the Amended and Restated LTIP by "outside directors" is necessary with respect to awards intended to qualify as "performance-based compensation" under Section 162(m). The Compensation Committee of our Board will act as the "committee" for purposes of the Amended and Restated LTIP. The committee has the sole discretion to determine the eligible employees, directors and consultants to whom Awards are granted under the Amended and Restated LTIP and the manner in which such Awards will vest. Awards may be granted by the committee to employees, directors and consultants in such amounts (measured in cash, shares of Common Stock or as otherwise designated), at such times and on such terms and conditions as the committee shall determine. Subject to applicable law and the terms of the Amended and Restated LTIP, the committee is authorized to interpret the Amended and Restated LTIP, to establish, amend and rescind any rules and regulations relating to the Amended and Restated LTIP, to delegate duties under the Amended and Restated LTIP, to terminate, modify or amend the Amended and Restated LTIP (except for certain amendments that require stockholder approval as described below), and to make any other determinations that it deems necessary or desirable for the administration of the Amended and Restated LTIP. The committee may correct any defect, supply any omission or reconcile any inconsistency in the Amended and Restated LTIP in the manner and to the extent the committee deems necessary or desirable. All determinations of the committee shall be final, binding and conclusive upon all parties.

        Eligibility to Participate.    Consistent with certain provisions of Section 162(m) and the accompanying regulations, the employees eligible to receive compensation must be set forth in the plan and approved by our stockholders. The employees eligible to receive Awards under the Amended and Restated LTIP are our employees and those of our subsidiaries. Members of our Board who are not employees or consultants of us or our subsidiaries are eligible to receive Awards and individuals who provide consulting, advisory or other similar services to us or our subsidiaries are also eligible to receive Awards. As of December 31, 2013, we had 217 employees and eight directors who would be eligible to participate in the Amended and Restated LTIP. Eligible employees, directors or consultants who are designated by the committee to receive an Award under the Amended and Restated LTIP are referred to as "participants."

        Individual Limitations on Awards.    Consistent with certain provisions of Section 162(m) and accompanying regulations, restrictions on the maximum amount of compensation that may be awarded to an individual in a specified period must be provided for in the plan and approved by our stockholders. The Amended and Restated LTIP provides that no participant may receive grants of share-denominated Awards during a calendar year with respect to more than 2,000,000 shares of our Common Stock and that, for dollar-denominated Awards, the maximum aggregate dollar amount that may be granted to any participant in any calendar year is limited to $30,000,000. These limits are not intended to suggest that the amount of compensation received by any Covered Employee or other participant will be the maximum set forth in the Amended and Restated LTIP.

        Number of Shares Subject to the Amended and Restated LTIP.    The maximum number of shares of our Common Stock that may be issued under the Amended and Restated LTIP, since the initial inception of the LTIP, is 8,450,496 shares, subject to certain adjustments as provided in the Amended and Restated LTIP. The 8,450,496 shares include, (i) 3,964,515 shares that remain subject to unvested time based restricted stock awards as of the date of the Annual Meeting, (ii) 3,702,230 shares

remaining available for future grants, (iii) 538,287 shares have been issued upon the lapse of restrictions on grants of restricted stock as of March 24, 2014 and (iv) an additional 245,464 shares are expected to vest before the date of the Annual Meeting. If an Award is surrendered, exchanged, forfeited, settled in cash or otherwise lapses, expires, terminates, or is canceled without the actual delivery of the shares, including (a) shares forfeited with respect to restricted stock, and (b) the number of shares withheld or surrendered in payment of any exercise or purchase price of an Award or taxes related to an Award, the shares subject to those Awards will again be available for issuance under the Amended and Restated LTIP, unless an applicable law or regulation prevents such re-issuance.

        Source of Shares.    Common stock issued under the Amended and Restated LTIP may come from authorized but unissued shares of our Common Stock, from treasury stock held by us or from previously issued shares of Common Stock reacquired by us, including shares purchased on the open market.

        Stock Options.    Stock options to purchase one or more shares of our Common Stock may be granted under the Amended and Restated LTIP. The committee may determine to grant stock options that are either incentive stock options governed by Section 422 of the Internal Revenue Code, or stock options that are not intended to meet these requirements (called "nonstatutory options"). The committee will determine the specific terms and conditions of any stock option at the time of grant. The exercise price of any stock option will not be less than 100% of the fair market value of our Common Stock on the date of the grant (other than in limited situations pertaining to substitute Awards), and in the case of an incentive stock option granted to an eligible employee that owns more than 10% of our Common Stock, the exercise price will not be less than 110% of the fair market value of our Common Stock on the date of grant. The term for a stock option may not exceed 10 years. The committee will determine the methods and form of payment for the exercise price of a stock option (including, in the discretion of the committee, payment in Common Stock, other Awards, or other property) and the methods and forms in which Common Stock will be delivered to a participant. The committee will determine at the time of a grant whether to require forfeiture of the options upon a termination of employment for any reason.

        Stock Appreciation Rights.    The committee may grant stock appreciation rights (or "SARs") independent of or in connection with a stock option. The exercise price per share of an SAR will be an amount determined by the committee. However, SARs must generally have an exercise price not less than the fair market value of the Common Stock on the date the SAR is granted. Generally, each SAR will entitle a participant upon exercise to an amount equal to (i) the excess of (a) the fair market value of one share of Common Stock on the exercise date over (b) the exercise price, times (ii) the number of shares of Common Stock covered by the SAR. Payment shall be made in Common Stock or in cash, or partly in Common Stock and partly in cash, as determined by the committee. The term of an SAR may not exceed 10 years.

        Restricted Stock.    Restricted stock may be granted under the Amended and Restated LTIP, which means shares of our Common Stock are granted to an individual subject to transfer limitations, a risk of forfeiture and other restrictions imposed by the committee in its discretion. During the restricted period, the participant may not sell, assign or otherwise dispose of the restricted stock, and any stock certificate will contain an appropriate legend noting the restrictions upon such Common Stock until such time as all restrictions have been removed. Restrictions may lapse at such times and under such circumstances as determined by the committee. During the restricted period, the holder will have rights as a stockholder, including the right to vote the Common Stock subject to the award and to receive cash dividends thereon (which may, if required by the committee be held by us during the restricted period subject to the same "vesting" terms as applicable to the underlying restricted stock award). Unless otherwise determined by the committee, Common Stock distributed to a holder of a restricted stock Award in connection with a stock split or stock dividend, and other property (other than cash)

distributed as a dividend, will be subject to restrictions and a risk of forfeiture to the same extent as the underlying restricted stock Award with respect to which such Common Stock or other property has been distributed.

        Restricted Stock Units.    Restricted stock units ("RSUs") are rights to receive shares of Common Stock, cash or a combination thereof at the end of a specified period. The committee may subject RSUs to restrictions (which may include a risk of forfeiture) to be specified in the Award agreement and such restrictions may lapse at such times and under such circumstances as determined by the committee. RSUs may be satisfied by delivery of shares of Common Stock, cash equal to the fair market value of the specified number of shares of Common Stock covered by the RSUs, or any combination thereof determined by the committee at the date of grant or thereafter. Dividend equivalents on the specified number of shares of Common Stock covered by RSUs will either be paid on the dividend payment date with respect to such RSUs in cash or in shares of unrestricted Common Stock having a fair market value equal to the amount of such dividends or deferred with respect to such RSUs and the amount or value thereof automatically deemed reinvested in additional RSUs or other Awards, unless otherwise determined by the committee on the date of grant.

        Bonus Stock.    Bonus stock awards may be granted to eligible individuals. Each bonus stock award will constitute a transfer of unrestricted shares of Common Stock on terms and conditions determined by the committee.

        Dividend Equivalents.    Dividend equivalents may be granted to eligible individuals, entitling the participant to receive cash, Common Stock, other Awards or other property equal in value to dividends paid with respect to a specified number of shares of Common Stock, or other periodic payments at the discretion of the committee. Dividend equivalents may be awarded on a freestanding basis or in connection with another Award. The committee may provide that dividend equivalents will be payable or distributed when accrued, deferred until a later payment date or deemed reinvested in additional Common Stock, Awards, or other investment vehicles. The committee will specify any restrictions on transferability and risks of forfeiture imposed upon dividend equivalents.

        Other Stock-Based Awards.    Other stock-based awards may be granted that consist of a right denominated in or payable in, valued in whole or in part by reference to, or otherwise based on or related to shares of our Common Stock, subject to applicable legal limitations and the terms of the Amended and Restated LTIP. In the discretion of the committee, other stock-based awards may be subject to such vesting and other terms as the committee may establish, including performance goals. Cash awards may be granted as an element of or a supplement to any other stock-based awards permitted under the Amended and Restated LTIP.

        Performance Awards.    The committee may designate that certain Awards granted under the Amended and Restated LTIP constitute "performance" Awards. A performance Award is any Award the grant, exercise or settlement of which is subject to one or more performance standards. If the committee determines that an eligible person is a Covered Employee under Section 162(m) or the regulations thereunder and the contemplated Award is intended to qualify as "performance-based compensation" under such section, then the grant, exercise and/or settlement of such Award will be contingent upon the achievement of one or more pre-established performance goals based on one or more of the business criteria set forth below. Consistent with certain provisions of Section 162(m) and accompanying regulations, the business criteria on which performance goals may be based must be provided for in the plan and approved by our stockholders. With respect to Awards intended to constitute "performance-based compensation," performance goals will be designed to be objective, "substantially uncertain" of achievement at the date of grant, and to otherwise meet the requirements of Section 162(m) and regulations thereunder. Performance goals may vary among Award recipients or among Awards to the same recipient. Performance goals will be established not later than 90 days after

the beginning of any performance period applicable to such Awards, or at such other date as may be required or permitted for "performance-based compensation" under Section 162(m).

        One or more of the following business criteria for the company, on a consolidated basis, and/or for specified subsidiaries, divisions, businesses or geographical units of the company (except with respect to stock price and earnings per share criteria), will be used by the committee in establishing performance goals: (i) earnings per share; (ii) increase in revenues; (iii) increase in cash flow; (iv) increase in cash flow from operations; (v) increase in cash flow return; (vi) return on net assets; (vii) return on assets; (viii) return on investment; (ix) return on capital; (x) return on equity; (xi) economic value added; (xii) operating margin; (xiii) contribution margin; (xiv) net income; (xv) net income per share; (xvi) pretax earnings; (xvii) pretax earnings before interest, depreciation and amortization; (xviii) pretax operating earnings after interest expense and before incentives, service fees, and extraordinary or special items; (xix) total stockholder return; (xx) debt reduction; (xxi) market share; (xxii) change in the Fair Market Value of the Stock; (xxiii) operating income; (xxiv) any of the above goals determined on an absolute or relative basis or as compared to the performance of a published or special index deemed applicable by the committee including, but not limited to, the Standard & Poor's 500 Stock Index or a group of comparable companies; and (xxv) barrels of oil equivalent produced per day.

        If the committee determines that an eligible person is a Covered Employee under Section 162(m) or the regulations thereunder and the contemplated Award is intended to qualify as "performance-based compensation" under such section, then the committee may, in its discretion, reduce the amount of a settlement otherwise to be made in connection with such performance-based compensation, but may not exercise discretion to increase any such amount payable to a Covered Employee.

        The committee may establish an unfunded pool for purposes of measuring performance against performance goals. Settlement of performance pool Awards may be in Common Stock, cash, or a combination of Common Stock and cash at the discretion of the committee. All determinations by the committee as to the establishment, amount and achievement of performance goals will be made in writing and the committee may not delegate any responsibility relating to such Awards granted to Covered Employees (as defined below) under Section 162(m).

        Tax Withholding.    We and our subsidiaries are authorized to withhold from any Award granted, or any payment relating to an Award under the Amended and Restated LTIP, including from a distribution of Common Stock, amounts of withholding and other taxes due or potentially payable in connection with any transaction involving an Award, and to take any other action the committee may deem advisable to enable us and participants to satisfy obligations for the payment of withholding taxes and other tax obligations related to an Award.

        Subdivision or Consolidation.    In the event of certain changes to our capitalization, such as a stock split, stock combination, stock dividend, extraordinary cash dividend, exchange of shares, or other recapitalization, merger or otherwise, that result in an increase or decrease in the number of outstanding shares of Common Stock, appropriate adjustments will be made by the committee as to the number and price of shares subject to an Award, the number of shares available for issuance under the Amended and Restated LTIP, and the maximum individual limitations applicable to share-based Awards.

        Change in Control.    Upon a "change in control" (as defined in the Amended and Restated LTIP), the committee shall have the discretion without the consent or approval of any holder to take any of the following actions: (i) accelerate the time at which Awards may be exercisable or become vested; (ii) require the surrender of an Award with or without a cash payment; or (iii) make any such adjustments as the committee determines appropriate.

        Termination of Employment.    The treatment of an Award upon a termination of employment or any other service relationship shall be specified in the agreement controlling such Award.

        Amendment.    The Board may amend, alter, suspend, discontinue or terminate the Amended and Restated LTIP at any time, subject to the approval of our stockholders if required by any state or federal law or regulation or the rules of any stock exchange; provided, that without the consent of an affected participant, no such action by the Board may materially and adversely affect the rights of such participant under any previously granted and outstanding Award. The committee may waive any conditions or rights under, or amend, alter, suspend, discontinue or terminate any Award previously granted, except as otherwise provided in the Amended and Restated LTIP; provided, that without the consent of an affected participant, no such committee action may materially and adversely affect the rights of a participant under such Award.

        Term and Termination of the Plan.    No further Awards may be granted under the Amended and Restated LTIP after April 20, 2022. The Board in its discretion may terminate the Amended and Restated LTIP at any time with respect to any shares of Common Stock that are not subject to previous Awards. The Amended and Restated LTIP will remain in effect until all Awards granted under the Amended and Restated LTIP have been satisfied or have expired.

        Transferability of Awards.    Awards will not generally be transferable other than by will or the laws of descent and distribution, or pursuant to a qualified domestic relations order issued by a court of competent jurisdiction. An incentive stock option will not be transferable other than by will or the laws of descent and distribution. With respect to a specific nonstatutory option or SAR, in accordance with rules and procedures established by the committee from time to time, the Participant may transfer, for estate planning purposes, all or part of such Award to one or more immediate family members or related family trusts or partnerships or similar entities, as determined by the committee. Any attempt to transfer an Award in violation of the terms of the Amended and Restated LTIP or without proper notification to the committee shall be deemed null and void, and at the discretion of the committee, may result in a forfeiture of that Award.

        Clawback Policy.    The Amended and Restated LTIP will be subject to any written clawback policy we adopt in the future, which policy may subject a participant's Awards, or amounts paid or realizable under such Awards, under the Amended and Restated LTIP to reduction, cancellation, forfeiture or recoupment if certain events or wrongful conduct specified in the policy occur.

Federal Income Tax Consequences

        The following discussion is for general information only and is intended to summarize briefly the U.S. federal tax consequences of certain transactions contemplated under the Amended LTIP. This description is based on current laws in effect on April 8, 2014, which are subject to change (possibly retroactively). The tax treatment of participants in the Amended and Restated LTIP may vary depending on each participant's particular situation and may, therefore, be subject to special rules not discussed below. No attempt has been made to discuss any potential foreign, state or local tax consequences. Participants are advised to consult with a tax advisor concerning the specific tax consequences of participating in the Amended and Restated LTIP.

Tax Consequences to Participants under the Amended and Restated LTIP

        Stock Options and Stock Appreciation Rights.    Participants will not realize taxable income upon the grant of a stock option or an SAR. Upon the exercise of a nonstatutory option or an SAR, a participant will recognize ordinary compensation income (subject to our withholding obligations if an employee) in an amount equal to the excess of (i) the amount of cash and the fair market value of the Common Stock received, over (ii) the exercise price of the Award. A participant will generally have a tax basis in any shares of Common Stock received pursuant to the exercise of a nonstatutory option or SAR that equals the fair market value of such shares on the date of exercise. Subject to the discussion under "Tax Consequences to our Company" below, we will be entitled to a deduction for federal

income tax purposes that corresponds as to timing and amount with the compensation income recognized by a participant under the foregoing rules. When a participant sells the Common Stock acquired as a result of the exercise of a nonstatutory option or SAR, any appreciation (or depreciation) in the value of the Common Stock after the exercise date is treated as long or short-term capital gain (or loss) for federal income tax purposes, depending on the holding period. The Common Stock must be held for more than 12 months to qualify for long-term capital gain treatment.

        Participants eligible to receive a stock option intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code will not recognize taxable income on the grant of an incentive stock option. Upon the exercise of an incentive stock option, a participant will not recognize taxable income, although the excess of the fair market value of the shares of Common Stock received upon exercise of the incentive stock option ("ISO Stock") over the exercise price will increase the alternative minimum taxable income of the participant, which may cause such participant to incur alternative minimum tax. The payment of any alternative minimum tax attributable to the exercise of an incentive stock option would be allowed as a credit against the participant's regular tax liability in a later year to the extent the participant's regular tax liability is in excess of the alternative minimum tax for that year.

        Upon the disposition of ISO Stock that has been held for the required holding period (generally, at least two years from the date of grant and one year from the date of exercise of the incentive stock option), a participant will generally recognize capital gain (or loss) equal to the excess (or shortfall) of the amount received in the disposition over the exercise price paid by the participant for the ISO Stock. However, if a participant disposes of ISO Stock that has not been held for the requisite holding period (a "Disqualifying Disposition"), the participant will recognize ordinary compensation income in the year of the Disqualifying Disposition in an amount equal to the amount by which the fair market value of the ISO Stock at the time of exercise of the incentive stock option (or, if less, the amount realized in the case of an arm's length disposition to an unrelated party) exceeds the exercise price paid by the participant for such ISO Stock. A participant would also recognize capital gain to the extent the amount realized in the Disqualifying Disposition exceeds the fair market value of the ISO Stock on the exercise date. If the exercise price paid for the ISO Stock exceeds the amount realized (in the case of an arm's-length disposition to an unrelated party), such excess would ordinarily constitute a capital loss.

        We will generally not be entitled to any federal income tax deduction upon the grant or exercise of an incentive stock option, unless a participant makes a Disqualifying Disposition of the ISO Stock. If a participant makes a Disqualifying Disposition, we will then, subject to the discussion below under "Tax Consequences to the Company," be entitled to a tax deduction that corresponds as to timing and amount with the compensation income recognized by a participant under the rules described in the preceding paragraph.

        Under current rulings, if a participant transfers previously held shares of Common Stock (other than ISO Stock that has not been held for the requisite holding period) in satisfaction of part or all of the exercise price of a stock option, whether a nonstatutory option or an incentive stock option, no additional gain will be recognized on the transfer of such previously held shares in satisfaction of the nonstatutory option or incentive stock option exercise price (although a participant would still recognize ordinary compensation income upon exercise of an nonstatutory option in the manner described above). Moreover, that number of shares of Common Stock received upon exercise which equals the number of shares of previously held Common Stock surrendered in satisfaction of the nonstatutory option or incentive stock option exercise price will have a tax basis that equals, and a capital gains holding period that includes, the tax basis and capital gains holding period of the previously held shares of Common Stock surrendered in satisfaction of the nonstatutory option or incentive stock option exercise price. Any additional shares of Common Stock received upon exercise will have a tax basis that equals the amount of cash (if any) paid by the participant, plus the amount of compensation income recognized by the participant under the rules described above.

        The Amended and Restated LTIP generally prohibits the transfer of Awards other than by will or according to the laws of descent and distribution or pursuant to a qualified domestic relations order, but the Amended and Restated LTIP allows the committee to permit the transfer of Awards (other than incentive stock options) in limited circumstances, in its discretion. For income and gift tax purposes, certain transfers of nonstatutory options should generally be treated as completed gifts, subject to gift taxation.

        The Internal Revenue Service has not provided formal guidance on the income tax consequences of a transfer of nonstatutory options (other than in the context of divorce) or SARs. However, the Internal Revenue Service has informally indicated that after a transfer of stock options (other than in the context of divorce pursuant to a domestic relations order), the transferor will recognize income, which will be subject to withholding, and FICA/FUTA taxes will be collectible at the time the transferee exercises the stock options. If a nonstatutory option is transferred pursuant to a domestic relations order, the transferee will recognize ordinary income upon exercise by the transferee, which will be subject to withholding, and FICA/FUTA taxes (attributable to and reported with respect to the transferor) will be collectible from the transferee at such time.

        In addition, if a participant transfers a vested nonstatutory option to another person and retains no interest in or power over it, the transfer is treated as a completed gift. The amount of the transferor's gift (or generation-skipping transfer, if the gift is to a grandchild or later generation) equals the value of the nonstatutory option at the time of the gift. The value of the nonstatutory option may be affected by several factors, including the difference between the exercise price and the fair market value of the stock, the potential for future appreciation or depreciation of the stock, the time period of the nonstatutory option and the illiquidity of the nonstatutory option. The transferor will be subject to a federal gift tax, which will be limited by (i) the annual exclusion of $14,000 per donee (for 2014, subject to adjustment in future years), (ii) the transferor's lifetime unified credit, or (iii) the marital or charitable deductions. The gifted nonstatutory option will not be included in the participant's gross estate for purposes of the federal estate tax or the generation-skipping transfer tax.

        This favorable tax treatment for vested nonstatutory options has not been extended to unvested nonstatutory options. Whether such consequences apply to unvested nonstatutory options or to SARs is uncertain and the gift tax implication of such a transfer is a risk the transferor will bear upon such a disposition.

        Restricted Stock Units; Restricted Stock; Bonus Stock; Cash Awards.    A participant will recognize ordinary compensation income upon receipt of cash pursuant to a cash award or, if earlier, at the time the cash is otherwise made available for the participant to draw upon. Individuals will not have taxable income at the time of grant of a restricted stock unit, but rather, will generally recognize ordinary compensation income at the time he or she receives cash or a share of our Common Stock in settlement of the restricted stock unit award, as applicable, in an amount equal to the cash or the fair market value of the Common Stock received. The dividend equivalents, if any, received with respect to a restricted stock unit award will be taxable as ordinary compensation income, not dividend income, when paid.

        A recipient of restricted stock or bonus stock generally will be subject to tax at ordinary income tax rates on the fair market value of the Common Stock when it is received, reduced by any amount paid by the recipient; however, if the Common Stock is not transferable and is subject to a substantial risk of forfeiture when received, a participant will recognize ordinary compensation income in an amount equal to the fair market value of the Common Stock (i) when the Common Stock first becomes transferable and is no longer subject to a substantial risk of forfeiture, in cases where a participant does not make a valid election under Section 83(b) of the Internal Revenue Code, or (ii) when the Award is received, in cases where a participant makes a valid election under Section 83(b) of the Internal Revenue Code. If a Section 83(b) election is made and the shares are

subsequently forfeited, the recipient will not be allowed to take a deduction for the value of the forfeited shares. If a Section 83(b) election has not been made, any dividends received with respect to restricted stock that is subject at that time to a risk of forfeiture or restrictions on transfer generally will be treated as compensation that is taxable as ordinary income to the recipient; otherwise the dividends will be treated as dividends.

        A participant who is an employee will be subject to withholding for federal, and generally for state and local, income taxes at the time he recognizes income under the rules described above. The tax basis in the Common Stock received by a participant will equal the amount recognized by him as compensation income under the rules described in the preceding paragraph, and the participant's capital gains holding period in those shares will commence on the later of the date the shares are received or the restrictions lapse. Subject to the discussion below under "Tax Consequences to our Company," we will be entitled to a deduction for federal income tax purposes that corresponds as to timing and amount with the compensation income recognized by a participant under the foregoing rules.

Tax Consequences to our Company

        Reasonable Compensation.    In order for the amounts described above to be deductible by us (or a subsidiary), such amounts must constitute reasonable compensation for services rendered or to be rendered and must be ordinary and necessary business expenses.

        Golden Parachute Payments.    Our ability (or the ability of one of our subsidiaries) to obtain a deduction for future payments under the Amended LTIP could also be limited by the golden parachute rules of Section 280G of the Internal Revenue Code, which prevent the deductibility of certain excess parachute payments made in connection with a change in control of an employer-corporation.

        Performance-Based Compensation.    Our ability (or the ability of one of our subsidiaries) to obtain a deduction for amounts paid under the Amended and Restated LTIP could be limited by Section 162(m). Section 162(m) limits our ability to deduct compensation, for federal income tax purposes, paid during any year to a Covered Employee in excess of $1,000,000. However, an exception applies to this limitation in the case of certain "performance-based compensation." In order to exempt "performance-based compensation" from the $1,000,000 deductibility limitation, the grant, vesting, exercise or settlement of the Award must be based on the satisfaction of one or more performance goals selected by the committee and certain other requirements must be met, including stockholder approval requirements. To allow Awards to qualify as "performance-based compensation," we are seeking stockholder approval of the Amended and Restated LTIP and the material terms thereof, including the maximum amount of compensation that may be paid under the Amended and Restated LTIP. Performance awards intended to comply with Section 162(m) may not be granted in a given period if such Awards relate to a number of shares of Common Stock that exceeds a specified limitation or, alternatively, the performance awards may not result in cash compensation, for a participant, in a given year that exceeds a specified limitation. Under the terms of the Amended and Restated LTIP, a participant who receives an Award or Awards intended to satisfy the "performance-based compensation" exception to the $1,000,000 deductibility limitation may not receive performance awards relating to more than (i) 1,000,000 shares of Common Stock in a given calendar year in the case of stock-denominated Awards (subject to adjustment in a mnner consistent with the other provisions of the Amended and Restated LTIP), or (ii) $10,000,000 in a given calendar year with respect to cash-denominated Awards. Although the Amended and Restated LTIP has been drafted to satisfy the requirements for the "performance-based compensation" exception, we may determine that it is in our best interests not to satisfy the requirements for the exception in certain situations.

        The above summary relates to U.S. federal income tax consequences only and applies to U.S. citizens and foreign persons who are U.S. residents for U.S. federal income tax purposes.

New Plan Benefits

        The future awards, if any, that will be made to eligible individuals under the Amended and Restated LTIP are subject to the discretion of the plan administrator and, in some case, are dependent on the attainment of performance goals, and thus we cannot currently determine the benefits or amounts that may be granted or paid to participants in the future or that would have been granted or paid for the Company's last completed fiscal year under the Amended and Restated LTIP. Therefore, the New Plan Benefits Table is not provided.

Consequences of Failing to Approve the Proposal

        Failure of our stockholders to approve this Proposal will not affect the rights of existing award holders under the LTIP; however, we may be required to reevaluate our compensation structure since adequate shares may not be available for grants in the future.

Vote Required

        Approval of the Amendment and Restatement of the LTIP requires the affirmative vote of the holders of a majority in voting power of the shares of the Common Stock and Preferred Stock, on an as-converted basis into Common Stock, voting together as a single class, present and entitled to be voted at the Annual Meeting. Votes cast FOR or AGAINST and ABSTENTIONS with respect to this Proposal will be counted as shares entitled to vote on the Proposal. For these purposes, broker non-votes are not treated as entitled to vote. A vote to ABSTAIN will have the effect of a vote AGAINST the Proposal.

Recommendation

The Board of Directors unanimously recommends stockholders vote FOR the approval of the amendment and restatement of the LTIP.

PROPOSAL FOUR

APPROVAL OF MATERIAL PLAN TERMS OF THE MIDSTATES PETROLEUM
COMPANY, INC. 2012 LONG TERM INCENTIVE PLAN, AS AMENDED AND RESTATED,
FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF
SECTION 162(M) OF THE INTERNAL REVENUE CODE

Background and Purpose of the Proposal

        In addition to the amendment and restatement of the LTIP discussed in Proposal THREE above, the Board of Directors is also requesting that stockholders reapprove the material terms of the Amended and Restated LTIP so that certain designated awards under the Amended and Restated LTIP qualify for exemption from the deduction limitations of IRC Section 162(m). As discussed in Proposal THREE above, under Section 162(m), the federal income tax deductibility of compensation paid to our Chief Executive Officer and three other most highly compensated officers (other than our Chief Executive Officer or Chief Financial Officer) determined pursuant to the executive compensation disclosure rules under the Securities Exchange Act of 1934 ("Covered Employees") may be limited to the extent such compensation exceeds $1,000,000 in any taxable year. However, we may deduct compensation paid to our Covered Employees in excess of that amount if it qualifies as "performance-based compensation" as defined in Section 162(m). In addition to certain other requirements, in order for awards under the Amended and Restated LTIP to constitute "performance-based compensation," the material terms of the Amended and Restated LTIP must be disclosed to and approved by our stockholders no later than the first stockholder meeting that occurs after the close of the third calendar year following the calendar year in which the initial public offering occurs, or at the time of a material amendment to the plan, whichever occurs first. Because we are seeking stockholder approval in Proposal THREE of a material amendment to the plan, we are also seeking this separate stockholder approval for purposes of Section 162(m).

        Under the Section 162(m) regulations, the material terms of the Amended and Restated LTIP are (i) the maximum amount of compensation that may be paid to a participant under the Amended and Restated LTIP in any fiscal year, (ii) the employees eligible to receive compensation under the Amended and Restated LTIP, and (iii) the business criteria on which the performance goals are based. We intend that certain awards under the Amended and Restated LTIP will qualify for exemption from the deduction limitations of Section 162(m). Accordingly, we are asking our stockholders to reapprove the material terms of the Amended and Restated LTIP for Section 162(m) purposes so that awards under the Amended and Restated LTIP that are intended to qualify as "performance-based compensation" within the meaning of Section 162(m) will be fully deductible by us. The material terms of the Amended and Restated LTIP are disclosed above in Proposal THREE as follows: (i) the maximum amount of compensation is described in the section entitled "Summary of the Amended and Restated LTIP—Individual Limitations on Awards," (ii) the eligible employees are described in the section entitled "Summary of the Amended and Restated LTIP—Eligibility to Participate," and (iii) the business criteria are described in the section entitled "Summary of the Amended and Restated LTIP—Performance Awards."

Consequences of Failing to Approve the Proposal

        Failure of our stockholders to approve this Proposal will mean that our Covered Employees may not receive the compensation that we intended to provide to them under the Amended and Restated LTIP and that the deductibility of awards granted to Covered Employees after the 2014 Annual Meeting will potentially be limited. The Amended and Restated LTIP will not be implemented unless approved by stockholders. The Compensation Committee retains the ability to evaluate the performance of our Covered Employees and to pay appropriate compensation, even if some of it may

be non-deductible, although no compensation will be payable to the Covered Employees under the Amended and Restated LTIP if our stockholders do not approve this Proposal.

Vote Required

        Approval of the material terms of the Amended and Restated LTIP for Section 162(m) purposes requires the affirmative vote of the holders of a majority in voting power of the shares of the Common Stock and Preferred Stock, on an as-converted basis into Common Stock, voting together as a single class, present and entitled to be voted at the Annual Meeting. Votes cast FOR or AGAINST and ABSTENTIONS with respect to this Proposal will be counted as shares entitled to vote on the Proposal. For these purposes, broker non-votes are not treated as entitled to vote. A vote to ABSTAIN will have the effect of a vote AGAINST the Proposal.

Recommendation

The Board of Directors unanimously recommends stockholders vote FOR the approval of the material terms of the Amended and Restated LTIP for purposes of Section 162(m) of the Internal Revenue Code.

Equity Compensation Plan Information

        The following information is reported as of December 31, 2013.

        Our only equity compensation plan is the Midstates petroleum Company, Inc. 2012 Long Term Incentive Plan, also referred to herein as the "LTIP." The LTIP was approved by our shareholders prior to our initial public offering but as of December 31, 2013 had not been approved by our public shareholders. Please see "Proposal THREE—Approval of the Amendment and Restatement of the Midstates Petroleum Company, Inc. 2012 Long Term Incentive Plan" of this Proxy Statement for a description of the material terms of the LTIP.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

Compensation Discussion and Analysis

        This compensation discussion and analysis, or CD&A, provides information about our compensation objectives and policies for (i) any individual who served as our Chief Executive Officer or our Chief Financial Officer andduring 2014, (ii) our three other three most highly-compensatedhighly compensated executive officers, foror, if fewer than three executive officers are employed by us on the last day of the year, ended December 31, 2013. We also provide information about Stephen C. Pugh, ouras was the case in 2014, such lesser number of executive officers, and (iii) any former Executive Vice President and Chief Operating Officer, as heexecutive officer who would have been one of our three most highly-compensated executive officers during 20132014 but for the fact hethe executive was no longer providing services to us at the end of 2013.2014. We refer to the aforementioned individuals throughout this discussion as the "Named Executive Officers" and their names, titles and positions are as follows:

        Mr. Pugh's employment with the Company terminated effective October 3, 2013.        Effective January 6, 2014, Mr. Mitchell resigned from employment with the Company and Mr. Haight was promoted to the position of Senior Vice President and Chief Financial Officer. Mr. Haight was promoted to Executive Vice President and Chief Financial Officer as of January 1, 2015. Mr. Crum's employment with the Company terminated effective March 31, 2014 and Dr. Hill was appointed Interim President and Chief Executive Officer, effective March 31, 20142014. On March 4, 2015, Dr. Hill notified the Board of his intent to resign from his current position as interim President and Chief Executive Officer following the filing of the Company's annual report on Form 10-K, and subsequently resigned from this position on March 18, 2015. Furthermore, Dr. Hill has resigned from the Board effective as of March 9, 2015. Dr. Hill will continue to provide transition services to us until April 30, 2015. On March 18, 2015, Frederic (Jake) F. Brace was appointed as our new Interim President and Chief Executive Officer.

        Although thisThis CD&A focuses primarily on the information in the tables below and related footnotes, as well as the supplemental narratives, relating to the fiscal year ended December 31, 2013, we also describe compensation actions taken before or after the last completed fiscal year to the extent we believe such information could affect a fair understanding of the Named Executive Officers' compensation for the 2013 fiscal year.2014.

20132014 Business Highlights

        We believe that our executive management team created significant value for our stockholders in 2013.2014. The following are key highlights of our achievements during fiscal year 2013:2014:

•

Increased average daily production 139%34% year-over-year to 23,92732,137 barrels of oil equivalent per day ("Boepd") in 2013,2014, up from 9,99923,927 Boepd in 2012.



•

On May 31, 2013, the Company closed on the acquisition of producing properties and undeveloped acreage in the Anadarko Basin in Texas and Oklahoma for $620 million, adding 37.6 million barrels of oil equivalent ("MMBoe") of proved reserves.2013.



•

Achieved record Adjusted EBITDA, before acquisition and transaction costs, of $330.1$474.1 million in 2013,2014, up 128%35% from $144.6$330.8 million in 2012.2013.



•

Completed and placed on production 124120 gross (101(98 net) wells during 2013.2014.



•

Increased total estimated net proved oil and natural gas reserves to 127.8153.7 MMBoe at December 31, 2013,2014, a 69%20% increase over year-end 20122013 total estimated net proved reserves.

Compensation Program Philosophy and Objectives

        Our future success and the ability to create long-term value for our stockholders depends on our ability to attract, retain and motivate some of the most qualified individuals in the oil and gas industry. Our compensation program is designed to reward performance that supports our long-term strategy and the achievement of our short-term goals. We believe that compensation should:

•

help to attract and retain the most qualified individuals in the oil and gas industry by being competitive with compensation paid to persons having similar responsibilities and duties in other companies in the same and closely related industries;



•

align the interests of the individual with those of our stockholders and motivate long-term value creation;



•

be directly tied to the attainment of annual performance targets and reflect the Named Executive Officer's individual contribution thereto;



•

pay for performance, whereby an individual's total direct compensation is heavily influenced by company performance; and



•

reflect the unique qualifications, skills, experience and responsibilities of each individual.

Setting Executive Officer Compensation

        Our Compensation Committee makes all compensation decisions related to our Named Executive Officers. For each fiscal year, our Chief Executive Officer reviews our Named Executive Officers' current compensation and makes a recommendation to our Compensation Committee regarding overall compensation structure and individual compensation levels for each Named Executive Officer other than himself.

        As discussed in greater detail throughout this CD&A, our Compensation Committee met numerous times during 20132014 to review and discuss executive compensation matters with respect to 2013.2014. Our Compensation Committee intends to set our Named Executive Officer's base salary compensation at approximately the 50th percentile within our peer group and to provide our Named Executive Officers with an opportunity to earn compensation up to approximately the 75th percentile for total direct compensation, subject to target performance metrics being met or exceeded. Although our Compensation Committee reviews survey information as a frame of reference, ultimately the compensation decisions take into consideration, in material part, factors such as a particular Named Executive Officer's contribution to our financial performance and condition, as well as such officer's qualifications, skills, experience and responsibilities. Our Compensation Committee considers outside factors as well, such as shortages in the industry of qualified employees for such positions, recent experience in the marketplace, and the elapsed time between the surveys used and when compensation decisions are made. In light of these qualitative and other considerations, the base salary of a particular officer may be greater or less than the 50th percentile of our peers and total direct compensation may be greater or less than the 75th percentile of our peers and, if lower than these levels, our Compensation Committee recognizes that the compensation of certain of our executive officers may continue to build to these levels.

        Our Compensation Committee reviews our executive compensation program on an annual basis. During the first quarter of 2013,2014, our Compensation Committee reviewed recommendations regarding changes to 20132014 compensation for our Named Executive Officers and, following consultation with management, in February 2013,2014, our Compensation Committee approved certain changes to our executive compensation program for 20132014 that are described in the following sections of this CD&A. Similarly, during the first quarter of 2014, our Compensation Committee reviewed preliminary recommendations regarding changes to 2014 executive compensation and met with management and

other members of our Board of Directors to discuss these recommendations. In February 2014, our Compensation Committee and our Board of Directors approved certain changes to our executive compensation program for 2014 that are also discussed below under "Elements of Our Compensation and Why We Pay Each Element."

        Benchmarking and Peer Group.    For 2013,2014, our Compensation Committee met with members of our management team and representatives from Longnecker, our compensation consultant, to select a

group of companies as a "peer group" for executive and director compensation analysis purposes. This peer group was then used for purposes of developing the recommendations presented to our Board of Directors for 20132014 compensation packages for our executive officers and our non-employee directors that receive compensation. The oil and gas companies that comprise this peer group were selected primarily because they (i) have similar annual revenue, assets, market capitalization and enterprise value as us and (ii) potentially compete with us for executive-level talent. In light of these considerations, it was determined that certain changes to the 20122013 peer group were necessary in order to establish an appropriate peer group for 2013 as a result of2014 to reflect changes in the Company's significant growth during this period.

annual revenue, assets, market capitalization and enterprise value. The 20132014 peer group for compensation purposes consistedconsists of:

•

Approach Resources, Inc.



•

Bill Barrett Corp.



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Clayton Williams Energy, Inc.



•

Endeavour International Corporation



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EPL Oil & Gas, Inc.



•

Forest Oil Corporation



•

Goodrich Petroleum Corp.



•

Halcon Resources Corporation



•

Magnum Hunter Resources Corp.



•

PDC Energy, Inc.



•

Penn Virginia Corporation



•

Stone Energy Corp.



•

Swift Energy Co.

        Longnecker compiled compensation data for the peer group from a variety of sources, including proxy statements and other publicly filed documents. Longnecker also provided published survey compensation data from multiple sources. This compensation data was then used to compare the compensation of our Named Executive Officers to individuals with comparable duties and responsibilities at companies within our peer group and in the survey data. As noted above, our Compensation Committee generally targets base salary levels for our Named Executive Officers at roughly the 50th percentile of our peer group, and annual cash and long-term incentive awards so that our Named Executive Officers have the opportunity to realize, in future years, total direct compensation up to the 75th percentile of our peer group based on strong company performance. In order to provide our Named Executive Officers with these approximate levels of base salary and total compensation opportunities for 2013, to motivate and retain our executive talent, and, in some cases, to recognize the added responsibility that comes with changes in duties and positions, we increased the base salary rates of certain of our Named Executive Officers for 2013, which reflects our Company's growth from 2012 to 2013 and the changes in our peer group composition. Please see "—Elements of Our Compensation and Why We Pay Each Element-Base Salary" for more information.

        Prior to the November 2013 meeting of our Compensation Committee, Longnecker worked with members of our management team and our Compensation Committee to adjust our peer group for 2014 so that the companies considered for compensation-setting purposes continue to be appropriate comparators based on the criteria described above. To reflect changes in the Company's annual

revenue, assets, market capitalization and enterprise value, the 2014 peer group for compensation purposes consists of:

        For subsequent years, our Compensation Committee will review and re-determine on an annual basis the composition of our peer group so that the peer group will continue to consist of oil and gas exploration and productionappropriate peer companies, (i) with annual revenue, assets, market capitalization and enterprise value (or other appropriate metrics) similar to us and (ii) which potentially compete with us for executive-level talent.taking into account the factors previously mentioned.

        Role of the Compensation Consultant.    Our Compensation Committee's charter grants the Committee the sole authority to retain, at our expense, outside consultants or experts to assist it in its duties. For 2013,2014, our Compensation Committee engaged Longnecker to advise it with respect to executive compensation matters, including development of the annual compensation peer group and an annual review and evaluation of our executive and director compensation packages generally, based on, among other things, survey data and information regarding general trends. Representatives from Longnecker periodically meet with our Compensation Committee throughout the year and advise our Compensation Committee with regard to general trends in director and executive compensation,

including (i) competitive benchmarking; (ii) incentive plan design; (iii) peer group selection; and (iv) other matters relating to executive compensation. In addition, Longnecker provides our Compensation Committee and management with survey compensation data regarding our compensation peer group for each fiscal year. Longnecker did not provide any services to us or to management other than the services provided to the Compensation Committee. As discussed above under "Meetings and Committees of Directors—Compensation Committee," the Compensation Committee has concluded that we do not have any conflicts of interest with Longnecker.

Elements of Our Compensation and Why We Pay Each Element

        The compensation program for our Named Executive Officers is comprised of the following fourfive elements:

•

base salary;



•

annual performance-based cash incentive awards;



•

long-term equity-based compensation (including restricted stock awards);



•

retention awards; and



•

other employee benefits.

        Base Salary.    Base salary is the fixed annual compensation we pay to each Named Executive Officer for performing specific job responsibilities. It represents the minimum income a Named Executive Officer may receive in any year. We pay each Named Executive Officer a base salary in order to:

•

recognize each executive officer's unique value and contributions to our success in light of salary norms in the industry and the general marketplace;



•

remain competitive for executive-level talent within our industry;

•

provide executives with sufficient, regularly-paid income; and



•

reflect position and level of responsibility.

        In setting annual base salary amounts, our Compensation Committee aims to pay base salaries that, by position, are in approximately the 50th percentile of our peer group, although the Compensation Committee also takes into consideration factors such as the particular officer's contribution to our financial performance and condition, as well as the officer's qualifications, skills, experience and responsibilities. Our Compensation Committee reviewed data provided by Longnecker with respect to our 2013 compensation peer group and, at its February 2013 meeting, approved certain changes to the base salaries of our Named Executive Officers for fiscal year 2013.

        Specifically for 2013, the Committee increased the annual base salary of (i) Mr. Burleigh, then the Company's Vice President—Strategic Planning and Treasury, from $230,000 to $240,000; (ii) Mr. Newstrom, then the Company's Vice President—Business Development, from $275,000 to $290,000; and (iii) Mr. Haight, then the Company's Vice President—Controller, from $200,000 to $208,000. The annual base salaries for Messrs. Crum, Mitchell and Pugh were not increased for 2013. Increases were primarily implemented so that the base salaries of our Named Executive Officers would more closely align with the 50th percentile of our 2013 compensation peer group, the executive officers would have an opportunity to earn up to the 75th percentile for total direct compensation, and the executive officers at the same level of responsibility within our organization are consistently compensated. These increased base salaries reflect changes to our peer group composition as a result of the Company's significant growth from 2012 to 2013. In light of Mr. Mitchell's extensive experience, Mr. Mitchell's base salary for 2013 remained above the 50th percentile of base salaries for other chief financial officers at companies within our 2013 compensation peer group. The following table shows how the 2013 base salary rate of each Named Executive Officer, which became effective March 1, 2013, compares to the base salary rates of similarly situated officers at the 50th percentile of our peer group:

        In May 2013, in connection with Mr. Burleigh's promotion to Senior Vice President—Strategic Planning and Treasury and Mr. Newstrom's promotion to Senior Vice President—Business Development, the annual base salaries of Messrs. Burleigh and Newstrom were increased to $280,000 and $310,000, respectively. In August 2013, in connection with Mr. Haight's promotion to Vice President and Chief Accounting Officer, Mr. Haight's annual base salary was increased to $250,000.

        At its February 2014 meeting, our Compensation Committee reviewed data provided by Longnecker with respect to our 2014 compensation peer group and approved increases to the base salaries of certain of our Named Executive Officers for fiscal year 2014. These increases were primarily implemented so that the base salaries of our Named Executive Officers would more closely align with the 50th percentile of our 2014 compensation peer group. In light of the additional responsibilities of Messrs. Burleigh and Newstrom in a variety of areas throughout our organization, their annual base salaries for 2014 remain above the 50th percentile of base salaries for other officers with similar positions at companies within our 2014 compensation peer group. In addition, the base salary increase for Mr. Haight reflects his promotion to Senior Vice President and Chief Financial Officer in January

2014. As such, the 2014 base salaries of

our Named Executive Officers as compared to the base salary rates of officers with like positions at the 50th percentile of our peer group were set as follows:

        Additionally, in connection with Dr. Hill's appointment as Interim President and Chief Executive Officer inon March 31, 2014, the Compensation Committee reviewed data provided by Longnecker with respect to the compensation of interim chief executive officers of similarly situated companies and approved additional cash compensation of $100,000 per month to Dr. Hill for assuming the role. During 2014, Dr. Hill will not participateparticipated in the Company's annual performance-based cash incentive bonus program orbut did not receive any equity grants at this time under the LTIP related to his service as Interim President and Chief Executive Officer. Dr. Hill will also retain theretained his prior compensation package he currently receives for his service on the Company's Board of Directors, which includes an annual cash retainer in the amount of $50,000 and an award of restricted stock equal to a number of shares having a value of approximately $125,000 on the date of grant, under the terms of the LTIP.

        Annual Performance-Based Cash Incentive Awards.    We have historically utilized, and expect to continue to utilize, performance-based annual cash incentive awards to reward achievement of specified performance goals for the Company as a whole with a time horizon of one year or less. We include an annual performance-based cash incentive award as part of our compensation program because we believe this element of compensation helps to:

•

motivate management to achieve key annual corporate objectives, and



•

align executives' interests with our stockholders' interests.

        Amounts paid under the performance-based annual cash incentive program are paid in the Compensation Committee's sole discretion. The Compensation Committee takes into account several quantitative and qualitative factors, including the achievement of pre-established goals or metrics, which we call "Key Performance Indicators," or "KPIs," when determining the amount of payment awarded to each Named Executive Officer. At the beginning of each year, our Chief Executive Officer develops a proposal for the annual performance metrics for that year. The Chief Executive Officer then presents his proposal to the Compensation Committee, which independently analyzes the proposed annual performance metrics, makes modifications as it sees fit, and then approves a final set of performance metrics for the year. The performance metrics are then presented to the Named Executive Officers and other members of senior management so that they fully understand the program and the goals for that particular year. In the event that the Company makes a material acquisition during the course of the year, the performance metrics may be adjusted by the Compensation Committee, in its discretion, to appropriately address any changes in the asset makeup of the Company post-acquisition.

        Under our current annual bonus program, our performance goals serve less as a formula and more as guidelines for our Compensation Committee to utilize throughout the year to ensure that payment of compensation under the program is aligned with the achievement of our Company's goals and targets. The performance goals are only one factor utilized by our Compensation Committee, alongside a number of other subjective features, such as extenuating market circumstances, individual

performance and safety performance, when determining actual amounts of awards. Our Compensation Committee retains the ability to apply discretion to awards based on extenuating market circumstances or individual performance and to modify amounts based on safety performance.

        If we achieve the target performance metric, the cash incentive awards are expected to be paid at target levels. In order to create additional incentive for exceptional company performance based on the metrics described above and the discretion of our Compensation Committee, awards can be paid up to a maximum percentage of the base salary designated for each Named Executive Officer, but it is not expected that payment at this level would occur in most years. We set threshold, target and maximum levels for the performance metrics to serve as a guideline for determining the actual bonus amounts earned by our Named Executive Officers for 2013.2014. In setting the performance incentive metrics for 2013,2014, our Compensation Committee considered the extent to which targets were met in prior years to ensure that the targets utilized are sufficiently challenging. In February 2013,2014, the Compensation Committee established the target, threshold and maximum awards to our Named Executive Officers, as a percentage of base salary, as set out in the table below. Actual award amounts are dependent on performance relative to specified performance metrics and subject to the discretion of our Compensation Committee. Threshold, target and maximum award levels were not established for Dr. Hill but our Compensation Committee took into account all of the factors described below when setting the value of his 2014 annual bonus.

        In 2013,2014, the Compensation Committee established five KPIs, in addition to an overall adjustment for safety and environmental performance that could increase bonuses awarded under the Bonus Plan by up to 25% in the event of extraordinary performance in that area or decrease the bonuses awarded under the Bonus Plan by up to 100% in the event of severe underperformance. The specific goals set by the Compensation Committee at the beginning of 20132014 and the weight given to each are listed below.

20132014 Annual Performance-Based Bonus Plan

        Actual performance for each KPI for the fiscal year is measured and reviewed by the Compensation Committee during the first few months following the end of the fiscal year for which the annual bonus is earned. As noted above, while the Compensation Committee closely examines company and individual performance with respect to each KPI, the Compensation Committee retains the discretion to increase or decrease a Named Executive Officer's annual cash bonus despite KPI performance based on an overall qualitative assessment of the individual officer's performance.

        In February 2014,2015, the Compensation Committee reviewed 20132014 actual performance against each of the KPIs. The Company achieved (i) between the minimum and target performance for payout under the Production Volumes and Lease Operating Expense metrics,metric, (ii) slightly abovebelow target performance under the Drilling and Completions Internal Rate of Return metric, and (iii) above maximum performance under the All Sources Finding Costs metric, (iv) between the target and maximum performance under the All Sources Finding Costs metric. With respect to the Strategic Corporate ObjectivesLease Operating Expense metric, the Compensation Committee established goalsand (v), at the beginning of 2013 with respecttarget under Year End 2014 Liquidity metrics, which were established to execution and integration of acquisitions, creatingfocus primarily upon maintaining financial flexibility and the improvement of debt metrics, implementing critical business processes, further developing the Company's organic growth strategy and staffing critical leadership roles. After giving consideration to the efforts made by the Company on these initiatives, the Compensation Committee assigned a slightly above target payout under the Strategic Corporate Objectives KPI.metrics. The Compensation Committee did not increase or decrease the payout under the 20132014 Bonus Plan for safety and environmental performance.

        Overall, the formulaic outcome based on the above KPI payouts called for a total payout under the 20132014 Bonus Plan of approximately 107%95% of the target level. However, due to the Company's stockcurrent commodity price performance during 2013,environment, the Compensation Committee established a total bonus pool under the 20132014 Bonus Plan equal to 90%65% of the target awards of the participants in the plan. The Compensation Committee granted the Named Executive Officers awards in the following amounts, which are included in the "Non-Equity Incentive Plan Compensation" column of the "Summary Compensation Table" for 2013: (i) Mr. Crum—2014: Dr. Hill—$540,000; (ii)750,000; and Mr. Haight—$158,000; (iii) Mr. Burleigh—$158,000239,693. Our employment relationship with each of Messrs. Crum, Mitchell, Hebertson, Newstrom, and (iv) Mr. Newstrom—$209,000. None of the awards paid to the Named Executive Officers for 2013 were in excess of the officers' target award percentages. As Mr. Mitchell's employment with the CompanyBurleigh terminated prior to the bonuses being paid, Mr.payment of the 2014 annual bonus. As such, Messrs. Crum, Mitchell and Newstrom did not receive apayment of their 2014 annual bonus. PerPursuant to the terms of histheir separation agreementagreements with the Company, Mr. Pugh was awarded $197,391 under the program, the amount awarded to him as aMessrs. Burleigh and Hebertson received annual bonus for 2013, prorated for the number of days of his employment during 2013.

        With respect to annual incentive awardspayments for 2014 our Compensation Committee has adopted substantially the same performance metrics as those applicable to the 2013 incentive awards, with updated threshold, target and maximum performance targets. The percentages used to determine the target bonus opportunities for the Named Executive Officers remain the same for 2014 as they were at

the end of the 2013 program. On a going forward basis, our Compensation Committee will consider making modifications to our annual bonus program for future years so that future annual incentive awards may qualify as "performance-based compensation" under Section 162(m) of the Internal Revenue Code. The Compensation Committee retains the discretion to administer an annual bonus program that may not qualify as "performance-based compensation" under Section 162(m) of the Internal Revenue Code if it feels that the flexibility provided by such a program is in the best interest of the companyfollowing amounts: $188,500 for Mr. Burleigh; and necessary to properly motivate and retain our Named Executive Officers. See "—Accounting and Tax Considerations"$187,360 for more information.Mr. Hebertson.

        Long-Term Equity-Based Incentives.    We believe a formal long-term equity incentive program is a valuable compensation tool and is consistent with the compensation programs of the companies in our peer group. We maintain a Long-Term Incentive Plan, or LTIP, which permits the grant of our stock, options, restricted stock, restricted stock units, phantom stock, stock appreciation rights and other awards, any of which may be designated as performance awards or be made subject to other conditions. We believe that long-term equity-based incentive compensation is an important component of our overall compensation program because it:

•

balances short and long-term objectives;



•

aligns our executives' interests with the long-term interests of our stockholders;



•

rewards long-term performance relative to industry peers;



•

makes our compensation program competitive from a total remuneration standpoint;



•

encourages executive retention; and



•

gives executives the opportunity to share in our long-term value creation.

        Our Compensation Committee has the authority under the LTIP to award incentive equity compensation to our executive officers in such amounts and on such terms as the Committee determines appropriate in its sole discretion. To date, our long-term equity-based incentive compensation program has consisted solely of restricted stock awards. For 2013,In 2014, the Compensation Committee made annual awards of restricted stock to our Named Executive Officers in February, a discretionary grant of restricted stock to Mr. Haight in connection with his promotion in January (the

"Promotion Grant"), and also made discretionaryloyalty and retention grants of restricted stock to certain Named Executive Officers during 2013 in connection with promotions (the "Promotion Grants"June (described in more detail below in the subsection entitled "Loyalty and Retention Awards"). The Compensation Committee may determine in the future that different and/or additional award types are appropriate.

        We believe restricted stock awards effectively align our executive officers with the interests of our stockholders on a long-term basis and have retentive attributes. For 2013,2014, our Compensation Committee made annual awards of restricted stock to our Named Executive Officers with an aggregate value at the time of grant equal to a specified percentage of the individual's base salary for the year.

        At its February 20132014 meeting, our Compensation Committee approved annual restricted stock awards to our Named Executive Officers. The number of shares of restricted stock granted to each Named Executive Officer is as follows: (i) Mr. Haight—120,000 restricted shares, (ii) Mr. Burleigh—87,000 restricted shares (iii) Mr. Hebertson—96,000, and (iv) Mr. Newstrom—129,000 restricted shares. These awards were granted to our Named Executive Officers on February 21, 2014 and will vest over a three-year period,as to one-third of the total award granted on each of the first three anniversaries of the date of grant, provided the award recipient remains continuously employed through the applicable vesting dates. The first 1/3 tranche vested on February 21, 2014, the second 1/3 tranche will vest on February 21, 2015, and the final 1/3 tranche will vest on February 21, 2016, in each case, subject to the award recipient's continued employment. The vesting of these awards will accelerate in full if the award recipient's employment is terminated due to either death or disability, and the awards are subject to the accelerated vesting provisions contained in any existing employment agreement. These accelerated vesting provisions are described in greater detail below in the section entitled "Potential Payments upon Termination or Change in Control." The annual restricted stock awards were granted to our Named Executive Officers on February 21, 2013 in the following amounts: (i) Mr. Crum—225,000 restricted shares, (ii) Mr. Mitchell—169,000 restricted shares, (iii) Mr. Pugh—135,000 restricted shares, (iv) Mr. Burleigh—36,000 restricted shares, (v) Mr. Haight—25,000 restricted shares and

(vi) Mr. Newstrom—52,000 restricted shares. The awards to the Named Executive Officers were intended to represent a number of shares with an aggregate value at the time of grant approximately equal to the following percentages of base salary: (i) Mr. Crum—400%Haight—200%, (ii) Mr. Mitchell—300%,Burleigh—150% (iii) Mr. Pugh—300%Hebertson—200%, (iv) Mr. Burleigh—125%, (v) Mr. Haight—100% and (vi)(iii) Mr. Newstrom—150%200%. While a Named Executive Officer holds unvested restricted shares, he is entitled to all the rights of ownership with respect to the shares, including the right to vote the shares and to receive dividends thereon, which dividends must be paid within 30 days of the date dividends are distributed to our stockholders generally.

        Dr. Hill also received a grant of 25,000 restricted shares in February of 2014, but this award was made to him for services performed by him in his capacity as a director, prior to his assumption of the role of Interim President and Chief Executive Officer on March 31, 2014. This award vested in full on the first anniversary of the date of grant.

In addition to the annual grants described above, our Compensation Committee made a Promotion GrantsGrant of 48,000 shares of restricted stock to certainMr. Haight in January of the Named Executive Officers during the year2014 in connection with their promotions. The following Promotion Grants were made: (i) Mr. Newstrom—30,000 restricted shares granted on May 16, 2013, (ii) Mr. Burleigh—24,000 restricted shares granted on May 16, 2013, and (iii) Mr. Haight—24,000 restricted shares granted on August 23, 2013 and 48,000 restricted shares granted on January 1, 2014. These awardshis promotion. His award will vest over three years, and areis subject to the same accelerated vesting provisions described above for the annual restricted stock grants.

        At its February 2014 meeting, our Compensation Committee again approved annual restricted stock awards to our Named Executive Officers. The number of shares of restricted stock granted to each Named Executive Officer is as follows: (i) Mr. Haight—120,000 restricted shares, (ii) Mr. Burleigh—87,000 restricted sharesMessrs. Crum and (iii) Mr. Newstrom—129,000 restricted shares. These awardsMitchell were granted to our Named Executive Officers on February 21, 2014 and will vest ratably over a three year period, subject to the same accelerated vesting terms as the prior annual restricted stock awards. The awards to the Named Executive Officers were intended to represent a number of shares with an aggregate value at the time of grant approximately equal to the following percentages of base salary: (i) Mr. Haight—200%, (ii) Mr. Burleigh—150% and (iii) Mr. Newstrom—200%.

        Mr. Crum was not awarded any shares under the LTIP during 2014 and, in2014. In connection with hisMr. Crum's separation from the Company in April 2014, the Compensation Committee accelerated the vesting of 150,000 of Mr. Crum's restricted shares that remained unvested pursuant to the terms of the applicable award agreement and the terms of the LTIP.

        In connection with Mr. Pugh's separation from All the Company in October 2013, the Compensation Committee provided that (i) with respect to the 135,000 unvested shares of restricted stock granted February 21, 2013, 30,000 shares would vest on February 21, 2014held by each of Messrs. Mitchell, Hebertson, and the remaining 105,000 unvested shares of restricted stock would be forfeited and (ii) with respect to the 107,692 unvested shares of restricted stock granted April 25, 2012, 26,923 shares would vest on April 25, 2014 and the remaining 80,769 unvested shares of restricted stock would be forfeited. All Mr. Mitchell's unvested restricted stockNewstrom was forfeited at the time of histheir separation from the Company. In connection with Mr. Burleigh's termination of employment on January 1, 2015 and pursuant to the terms of his separation agreement, the vesting of 173,608 restricted shares, representing all of the unvested restricted shares held by Mr. Burleigh on the date of his termination, was accelerated.

        Loyalty and Retention Awards.    On June 6, 2014, the Compensation Committee approved the award of cash and equity retention awards to Messrs. Haight, Burleigh, and Hebertson. The cash retention awards granted were in the amounts of $90,000, $87,000, and $94,500 for Messrs. Haight, Burleigh, and Hebertson respectively, and are designed to pay out in three equal installments on each of July 1, 2014, January 2, 2015 and July 1, 2015, provided that the executive remains continuously employed (and not provide notice of intent to terminate employment) through each such date. The

executives may be eligible to receive payment of the cash loyalty and retention awards in connection with a termination of employment by us without cause or by the executive for good reason.

        The equity retention awards granted on June 6, 2014 included 48,216, 46,608, and 50,625 shares of time-vested restricted stock for Messrs. Haight, Burleigh, and Hebertson, respectively, and will vest as to one-third of the award on each of the first three anniversaries of the date of grant, subject to the same conditions of vesting and acceleration described in the sub-section above entitled "Long-Term Equity-Based Incentives."

        Mr. Hebertson's separation agreement provided that he would be paid the two-thirds of his cash loyalty and retention award not yet paid as of his date of termination, in connection with his separation from service, which occurred in December of 2014. Mr. Burleigh received payment of the second tranche of the cash loyalty and retention award in January of 2015 and his separation agreement provided that he would be paid the final one-third of his cash loyalty and retention award not yet paid as of his date of termination, in connection with his separation from service, which occurred in January of 2015.

        Other Employee Benefits.    All of our full-time employees, including our Named Executive Officers, receive the same health and welfare benefits. The benefits include a 401(k) retirement program with a company match of up to 8% of base salary, health insurance, dental insurance, life and accidental death and dismemberment insurance, as well as long term disability insurance. We do not currently offer any other retirement or pension program as we feel that the compensation package offered to our Named Executive Officers provides compensation and incentives sufficient to attract and retain excellent talent without the addition of this benefit.

Employment Agreements

Named Executive Officer Employment Agreements

        Effective as of the completion of our initial public offering in April 2012, we entered into new employment agreements with certain of our executive officers, including all of our Named Executive Officers other than Dr. Hill (the "Employment Agreements"). Mr. Haight's employment agreement was amended at the time of his promotion to Senior Vice President and Chief Financial Officer. Other than the provisions of the

agreements that survive termination, the employment agreements for Messrs. Crum, Mitchell, Burleigh, Hebertson, and PughNewstrom are no longer in effect. The material terms of the Employment Agreements are outlined below.

        The initial term of the Employment Agreements is two years with automatic extensions for additional one-year periods unless either party provides at least sixty days advance written notice of the intent to terminate the Employment Agreement. Each executive is entitled to four weeks of vacation each year during the term of the Employment Agreement. The Employment Agreement contains a confidentiality obligation on the part of the executive of indefinite duration and non-competition and non-solicitation obligations on the part of the executive for a period of one-year following his termination of employment with us for any reason other than death or disability.

        Upon a termination of the executive's employment by us for Cause, by the executive without Good Reason, or due to death or disability during the term of the Employment Agreement, the executive is entitled to: (i) the portion of the executive's base salary accrued through the termination to the extent not previously paid, any expense reimbursement accrued and unpaid, any employee benefits pursuant to the terms of the applicable employee benefit plan, and any accrued but unused vacation (the "Accrued Obligations"), and (ii) any accrued or vested amount arising from the executive's participation in, or benefits under, any incentive plans (the "Accrued Incentives"), which amounts are payable in accordance with the terms and conditions of such incentive plans.

        Upon a termination of the executive's employment by us without Cause or by the executive for Good Reason during the term of the Employment Agreement, the executive is entitled to: (i) the Accrued Obligations, (ii) the Accrued Incentives, (iii) a lump-sum cash payment equal to the average annual bonus paid to the executive for the three immediately preceding completed fiscal years, and (iv) continued payment of the executive's base salary for a period of 18 months for Mr. Haight and 12 months for Messrs. Burleigh, Hebertson and Newstrom.

        Upon a termination of the executive's employment by us without Cause or by the executive for Good Reason during the term of the Employment Agreement and within twelve months of a change in control of us, the executive is entitled to: (i) the Accrued Obligations, (ii) the Accrued Incentives, (iii) accelerated vesting for all equity or equity based awards granted under the new long-term incentive plan that are not intended to be "qualified performance based compensation" within the meaning of Section 162(m) of the Internal Revenue Code (the "Code"), and (iv) a lump-sum cash payment equal to the product of (x) the highest annual bonus paid to the executive for the three immediately preceding completed fiscal years plus the highest base salary paid to the executive during the three years immediately preceding the change in control, multiplied by (y) 2.0.

        For purposes of the Employment Agreement, "Cause", in all material respects, means: (i) nonperformance by the executive of his obligations and duties, (ii) commission by the executive of an act of fraud, embezzlement, misappropriation, willful misconduct or breach of fiduciary duty against us or other conduct harmful or potentially harmful to our best interest, (iii) a material breach by the executive of the non-competition, non-solicitation, or confidentiality obligations under the Employment Agreement, (iv) the executive's conviction, plea of no contest or nolo contendere, deferred adjudication or unadjudicated probation for any felony or any crime involving fraud, dishonesty, or moral turpitude or causing material harm, financial or otherwise, to us, (v) the refusal or failure of the executive to carry out, or comply with, in any material respect, any lawful directive of our Board of Directors, (vi) the executive's unlawful use (including being under the influence) or possession of illegal drugs, or (vii) the executive's willful violation of any federal, state, or local law or regulation applicable to us or our business which adversely affects us.

        For purposes of the Employment Agreement, "Good Reason" means any of the following, but only if occurring without the executive's consent: (i) a material diminution in the executive's base salary, (ii) a material diminution in the executive's authority, duties, or responsibilities, (iii) the relocation of the executive's principal office to an area more than 50 miles from its location immediately prior to

such relocation, or (iv) our failure to comply with any material provision of the Employment Agreement.

        Severance payments made under the Employment Agreement are contingent upon the executive's execution of a valid release of claims. Further, severance payments may be stopped and any payments already made must be repaid in the event the executive violates the confidentiality, non-competition or non-solicitation provisions of the Employment Agreement.

        Section 280G of the Code prevents a corporate payor from deducting certain large payments contingent upon a change in control ("parachute payments") from the corporation's gross income for federal tax purposes. In addition, Section 4999 of the Code imposes an excise tax on the recipient of an excess parachute payment equal to 20% of the amount of the excess parachute payment. In the event that Section 280G of the Code applies to any compensation payable to the executives, the Employment Agreement provides that we will either (x) reduce the payment(s) to an amount that is one dollar less than the amount that would trigger the application of Section 280G of the Code, or (y) make the full payment owed to the executive, whichever of (x) or (y) results in the best net after tax position for the executive. The Employment Agreements do not provide any obligation for us to pay a "gross-up" or make the executive whole for any excise or regular income taxes, including the excise taxes that may be due under Section 4999 of the Code.

Severance Arrangements

Stephen C. PughEmployment Agreement with Mr. Brace

        In connection with his separation,the appointment of Mr. PughBrace as interim President and Chief Executive Officer, we entered into an employment agreement with Mr. Brace outlining the terms of his employment (the "Pugh Separation"Brace Employment Agreement") with us pursuant to which Mr. Pugh resigned as an officer. The material terms of the Company effective October 3, 2013.Brace Employment Agreement are outlined below. Except as noted otherwise below, capitalized terms used but not defined shall have the same meanings as described above with respect to the Employment Agreements.

        Pursuant to the Brace Employment Agreement, Mr. Brace will serve as our interim President and Chief Executive Officer for an initial term commencing on March 9, 2015 and ending on September 9, 2016, with automatic six-month term extensions following the expiration of the initial term or any subsequent six-month extension term, provided that neither party provides a notice of non-renewal at least 60 days prior to September 9, 2016 or the end of the applicable extension term. Under the Brace Employment Agreement, Mr. Brace will receive a monthly base salary of $100,000, which may be increased, but not decreased, at any time at the discretion of the Board of Directors. Mr. Brace is also eligible to receive an annual cash bonus and to participate in all other bonus, incentive, retirement and similar plans applicable generally to other similarly situated employees of us. Mr. Brace's target annual cash bonus is equal to 100 percent of his annual base salary, with the maximum annual cash bonus equal to 200 percent of his annual base salary and the minimum annual cash bonus equal to 50 percent of his annual base salary. Under the terms of the Brace Employment Agreement, Mr. Brace and/or his family, as the case may be, is also eligible to participate in other welfare benefit plans, in accordance with the terms and conditions of applicable policies as may be in effect and/or amended from time to time. Additionally, under the Brace Employment Agreement, Mr. Brace is eligible to receive other fringe benefits and limited perquisites appertaining to his position.

        Upon his executiona termination of a waiver and release, Mr. Pugh was entitledBrace's employment by us with Cause (as defined below), by Mr. Brace without Good Reason (as defined below), or due to death or disability during the term of the Brace Employment Agreement, Mr. Brace (or, in the case of death, Mr. Brace's legal representative) will be eligible to receive the following paymentsAccrued Obligations and benefits following his separation:the Accrued Incentives.

        Upon a termination of Mr. Brace's employment by us without Cause or by Mr. Brace for Good Reason, in either case, during the term of the Brace Employment Agreement, Mr. Brace would receive the following: (i) salary continuation payments forthe Accrued Obligations, (ii) the Accrued Incentives, (iii) a period of 18 months following separation, which equals an aggregate amount of $540,000, the right to which arose from Mr. Pugh's employment, (ii) a lump sumlump-sum cash payment equal to the greater of $88,000, or(x) the average of the annual cash bonuses paid to Mr. PughBrace for the years in which he wasperiod employed bywith us or (y) the right to which also arose from Mr. Pugh's employment agreement and (iii) the Accrued Obligations as defined in Mr. Pugh's employment agreement. Additionally, in the first quarter of 2014 when bonuses were paid pursuant to the terms and conditions of ourtarget annual cash bonus program(i.e., 100 percent of Mr. Brace's annual base salary), and (iv) the continued payment of Mr. Brace's base salary for 2013,the remainder of the term of the Brace Employment Agreement.

        For purposes of the Brace Employment Agreement, "Cause", in all material respects, means: (i) nonperformance by Mr. Pugh also receivedBrace of his obligations and duties that is not cured after written notice from the Board of Directors, (ii) commission by Mr. Brace of an awardact of fraud, embezzlement, misappropriation, willful misconduct or breach of fiduciary duty against us or other conduct harmful or potentially harmful to our best interest, (iii) a material breach by Mr. Brace of the non-competition, non-solicitation, or confidentiality obligations under the plan, proratedBrace Employment Agreement that is not cured after written notice from the Board of Directors, (iv) Mr. Brace's conviction, plea of no contest or nolo contendere, deferred adjudication or unadjudicated probation for any felony or any crime involving fraud, dishonesty, or moral turpitude or causing material harm, financial or otherwise, to us, (v) the numberrefusal or failure of daysMr. Brace to carry out, or comply with, in any material respect, any lawful directive of his employment during 2013.our Board of Directors that is not cured after written notice from the Board of Directors, (vi) Mr. Brace's unlawful use (including being under the influence) or possession of illegal drugs, or (vii) Mr. Brace's willful violation of any federal, state, or local law or regulation applicable to us or our business which adversely affects us that is not cured after written notice from the Board of Directors.

        For purposes of the Brace Employment Agreement, "Good Reason" means any of the following, but only if occurring without Mr. Brace's consent: (i) a material diminution in Mr. Brace's base salary or target annual cash bonus opportunity, (ii) a material diminution in Mr. Brace's authority, duties, or responsibilities, (iii) the relocation of Mr. Brace's principal office to an area more than 50 miles from its location immediately prior to such relocation, or (iv) our failure to comply with any material provision of the Brace Employment Agreement.

        With respectSeverance payments made under the Brace Employment Agreement are contingent upon Mr. Brace's execution of a valid release of claims. Further, severance payments may be stopped and any payments already made must be repaid in the event Mr. Brace violates the confidentiality, non-competition or non-solicitation provisions of the Brace Employment Agreement.

        In the event that Section 280G of the Code applies to any compensation payable to Mr. Pugh's outstanding awards underBrace, the LTIP, the Pugh SeparationBrace Employment Agreement provides as follows: (i) on April 25, 2014, 26,923 sharesthat we will either (x) reduce the payment(s) to an amount that is one dollar less than the amount that would trigger the application of restricted common stock relatingSection 280G of the Code, or (y) make the full payment owed to Mr. Pugh's April 25, 2012 grant will vest andBrace, whichever of (x) or (y) results in the remaining 80,769 unvested shares willbest net after tax position for Mr. Brace. The Brace Employment Agreement does not provide any obligation for us to pay a "gross-up" or make Mr. Brace whole for any excise or regular income taxes, including the excise taxes that may be forfeited asdue under Section 4999 of the date of the Pugh Separation Agreement and (ii) on February 21, 2014, 30,000 shares of restricted common stock relating to Mr. Pugh's February 21, 2013 grant will vest and the remaining 105,000 unvested shares will be forfeited as of the date of the Pugh Separation Agreement. The Pugh Separation Agreement contains non-competition, non-solicitation and non-disparagement provisions, provisions regarding reimbursement for continued health insurance coverage and a waiver and release.Code.

Severance Arrangements

John A. Crum

        On March 20, 2014, we announced that Mr. Crum would resign from his position as President, Chief Executive Officer and Chairman of the Board, effective as of March 31, 2014. In connection with Mr. Crum's resignation, we entered into a separation agreement with Mr. Crum (the "Crum Separation Agreement").

        Pursuant to the Crum Separation Agreement, Mr. Crum will bewas entitled to receive the following payments and benefits following his separation: (i) salary continuation payments for a period of

24 months following separation, which equalsin an aggregate amount of $1,200,000, the right to which arose from Mr. Crum's employment agreement; (ii) a lump sum cash payment of $320,000, or the average of the annual bonuses paid to Mr. Crum for the years in which he was employed by us, the right to which also arose from Mr. Crum's employment agreement; (iii) a lump sum cash payment of $540,000, or the amount to be paid to Mr. Crum under our annual cash bonus program for 2013; (iv) accelerated vesting of Mr. Crum's outstanding unvested restricted stock awards, or 150,000 shares of restricted stock and (v) the Accrued Obligations as defined in Mr. Crum's employment agreement.

        Under the Crum Separation Agreement, Mr. Crum has agreed to continue to abide by the confidentiality, non-competition and non-solicitation covenants in the employment agreement that we entered into with Mr. Crum to the extent applicable following his separation. As a condition to receipt of the consideration described in the preceding paragraph, Mr. Crum has agreed to execute a waiver and release of claims in favor of us.

        Dr. Peter J. Hill, one of our directors, was appointed to serve as Interim President and Chief Executive Officer following Mr. Crum's resignation. The Company does not have an employment agreement with Dr. Hill.

Thomas L. Mitchell

        Effective January 6, 2014, Mr. Mitchell resigned from employment with the Company and Mr. Haight was promoted to the position of Senior Vice President and Chief Financial Officer. We did not enter into a separation agreement with Mr. Mitchell in connection with his termination of employment.

Curtis Newstrom

        Effective July 3, 2014 Mr. Newstrom resigned from employment with the Company. We did not enter into a separation agreement with Mr. Newstrom in connection with his termination of employment.

Greg Hebertson

        On December 16, 2014 Gregory F. Hebertson entered into a separation agreement with us (the "Hebertson Separation Agreement"). Pursuant to the Hebertson Separation Agreement, Mr. Hebertson was entitled to receive the following payments and benefits following his separation: (i) salary continuation payments for a period of 12 months following separation, in an aggregate amount of $315,000, (ii) a lump sum cash payment of $116,000, which represents the average of the annual bonuses paid to Mr. Hebertson for the preceding three fiscal years, (iii) a lump sum cash payment of $187,360, which represents the accrued amount arising from Mr. Hebertson's participation in our annual bonus program, (iv) a lump sum payment in the amount of $63,000, which represents the unvested amount arising from Mr. Hebertson's loyalty and retention award, and (v) reimbursement for any COBRA expenses incurred in the first three months following Mr. Heberston's termination of employment.

        Under the Hebertson Separation Agreement, Mr. Hebertson has agreed to continue to abide by the confidentiality, non-competition and non-solicitation covenants in the employment agreement that we entered into with Mr. Hebertson to the extent applicable following his separation. As a condition to receipt of the consideration described in the preceding paragraph, Mr. Hebertson has agreed to execute a waiver and release of claims in favor of us.

Dexter Burleigh

        On December 19, 2014, Dexter Burleigh, who was serving as our Senior Vice President—Strategic Planning and Treasury, notified us of his intent to retire from his current position, effective January 1, 2015. In connection with Mr. Burleigh's retirement, Mr. Burleigh entered into an agreement (the "Burleigh Separation Agreement") with us pursuant to which Mr. Burleigh resigned as an officer, effective January 1, 2015. Following his execution of a waiver and release, Mr. Burleigh received (i) his target bonus for 2014 in the amount of $188,500, (ii) a lump sum severance payment of $456,761, representing 12 months of his annual base salary plus his average annual bonus for the prior three years, (iii) a lump sum payment of $29,000, which represents the unvested amount arising from Mr. Burleigh's loyalty and retention award, and (iv) reimbursement for any COBRA expenses incurred in the first three months following Mr. Burleigh's retirement. With respect to Mr. Burleigh's outstanding awards under the LTIP, the Burleigh Separation Agreement provides that so long as a release of claims is timely executed and not revoked, all 173,608 unvested shares of restricted common stock held by him at his retirement will vest as of the date of the Burleigh Separation Agreement. The Burleigh Separation Agreement contains non-competition, non-solicitation and non-disparagement provisions, provisions regarding reimbursement for continued health insurance coverage and a waiver and release. The non-competition and non-solicitation restrictions continue for one year following Mr. Burleigh's date of departure.

Peter J. Hill

        On March 4, 2015, Dr. Peter J. Hill notified the Board of his intent to resign from his current position as interim President and Chief Executive Officer immediately following the filing of the Company's annual report on Form 10-K, which occurred on March 16, 2014. Furthermore, Dr. Hill has resigned from the Board effective as of March 9, 2015. Dr. Hill will continue to provide transition

Accounting and Tax Considerations

        Under Section 162(m) of the Internal Revenue Code a limitation is placed on tax deductions of any publicly-held corporation for individual compensation to "covered employees" (within the meaning of Section 162(m) of the Internal Revenue Code) of such corporation exceeding $1,000,000 in any taxable year, unless the compensation meets certain requirements for qualified "performance-based compensation." Newly public companies generally are not subject to the deduction limitations of Section 162(m) of the Internal Revenue Code until the first stockholder meeting that occurs after the close of the third calendar year following the calendar year in which the initial public offering occurs, or at the time of a material amendment to the plan, whichever occurs first. Because we are seeking stockholder approval in Proposal THREE of a material amendment to the plan, we will becomeWe became subject to the limitations and requirements of Section 162(m) as of the 2014 Annual Meeting.

        Our policy is to have compensation programs that recognize and reward performance that increases stockholder value and, to the extent consistent with this policy, to seek to maintain the favorable tax treatment of that compensation. We believe, however, that under some circumstances, such as to attract or retain key executives or to recognize outstanding performance, it is in our best interest and in the best interest of our stockholders to provide compensation to selected executives even if it is not fully deductible. In this Proxy Statement, we are asking our stockholders to approve an Amended and Restated LTIP and the material terms of the plan so that we are able to grant qualified "performance-based compensation" under those arrangements in the future, if determined by the Compensation Committee to be in our best interest and in the best interest of our stockholders. Please see "Proposal Three—Approval of the Amendment and Restatement of the Midstates Petroleum Company, Inc. 2012 Long Term Incentive Plan" and "Proposal Four—Approval of Material Plan Terms of the Midstates Petroleum Company, Inc. 2012 Long Term Incentive Plan, as Amended and Restated, for Purposes of Complying with the Requirements of Section 162(m) of the Internal Revenue Code."

        Section 280G of the Code prevents a corporate payor of certain types of payments made to executives in connection with a change of control from deducting portions of such payments from the

corporation's gross income for federal income tax purposes, to the extent they exceed certain monetary thresholds (the excess over those thresholds is referred to as the "excess parachute payment"). In addition, Section 4999 of the Code imposes an excise tax on the recipient of these payments equal to 20% of the amount of the excess parachute payment. Some companies provide "gross-ups" to their executives to cover any excise tax that may become due under Section 4999 of the Code. The Employment Agreements do not provide any obligation for us to pay a "gross-up" or make the executive whole for any excise or regular income taxes, including any excise taxes that may be due under Section 4999 of the Code.

        If an executive is entitled to nonqualified deferred compensation benefits that are subject to Section 409A of the Internal Revenue Code, and such compensation does not comply with Section 409A, then the employee will be subject to adverse tax consequences. We intend to design any such arrangements with our Named Executive Officers and other service providers to be exempt from, or to comply with, Section 409A.

All equity awards to our employees, including our Named Executive Officers, and to our directors will be granted and reflected in our consolidated financial statements, based upon the applicable accounting guidance, at fair market value on the grant date in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC"), Topic 718, "Compensation—Stock Compensation."

Compensation Practices as They Relate to Risk Management

        We believe our compensation programs do not encourage excessive and unnecessary risk taking by executive officers (or other employees). Our annual performance-based cash incentive program is based upon several different performance metrics that are both quantitative and qualitative, thus emphasizing well rounded company performance and growth rather than encouraging our executives to focus on achieving a single performance goal and the exclusion of others. Further, because our Compensation Committee retains the ability to apply discretion when determining the actual amount to be paid to executives pursuant to our annual performance-based cash incentive program, our Compensation Committee is able to assess the actual behavior of our executives as it relates to risk taking in awarding bonus amounts. Further, our use of long-term equity-based compensation serves our compensation program's goal of aligning the interests of executives and stockholders over the long-term, thereby reducing the incentives to take unnecessary short-term risk.

COMPENSATION COMMITTEE REPORT

        The information contained in this Compensation Committee Report shall not be deemed to be "soliciting material" or to be "filed" with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent that the Company specifically incorporates such information.

        The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

Executive Compensation

Summary Compensation Table

        The following table sets forth information regarding the compensation awarded to, earned by, or paid to our Named Executive Officers during the fiscal years ended December 31, 2011, 2012, 2013, and 2013.2014.

Grants of Plan-Based Awards for 20132014

        The table sets forth the threshold, target, and maximum awards for each of our Named Executive Officers under our annual cash bonus program as well as the number of shares of restricted stock awarded during 20132014 to the Company's Named Executive Officers under the LTIP.

Outstanding Equity Awards at Fiscal Year End

        The following table sets forth information concerning outstanding equity awards held by each of our Named Executive Officers as of December 31, 2013.2014.

Option Exercises and Stock Vested

        The table below sets forth, for each Named Executive Officer, information about lapses of restrictions on restricted stock awards during the year ended December 31, 2013.2014. Our Named Executive Officers have not been granted any stock option awards.

Potential Payments Upon Termination and Change in Control

Terminations of Employment During 2014

        Mr. Mitchell's employment with us terminated effective January 6, 2014 and Curtis Newstrom's employment with us terminated effective July 3, 2014. We did not enter into a separation agreement with either of Messrs. Mitchell or Newstrom and they did not receive any payments or benefits in connection with their termination of employment in excess of the Accrued Obligations.

        Mr. Crum's employment with us terminated effective March 31, 2014 and Mr. Hebertson's employment with us terminated effective December 1, 2014. We entered into separation agreements with each of Messrs. Crum and Hebertson, described in more detail above in the section entitled "Severance Arrangements." The table below reflects the full value of all amounts paid to each of Messrs. Crum and Hebertson in connection with their termination of employment.

Terminations of Employment During 2015

        Dexter Burleigh retired on January 1, 2015 and Dr. Peter J. Hill resigned as our Interim President and Chief Executive Officer in March of 2015 but will continue providing transition services to us until April 30, 2015. We entered into a separation agreement with Mr. Burleigh described in more detail above in the section entitled "Severance Arrangements." The table below reflects the full value of all amounts paid to Mr. Burleigh in connection with his termination of employment. We did not enter into a separation agreement with Dr. Hill and he will not receive any payments or benefits in connection with his separation from service in excess of the Accrued Obligations.

Estimated Payments Due Pursuant to Existing Agreements

        As discussed in "Compensation Discussion and Analysis—Employment Agreements," the Company maintains employment agreements with each of its Named Executive Officers, other than Dr. Hill, that provide for potential severance payments upon a termination of the executive's employment under various circumstances.

        Upon a termination by us for Cause, by the executive without Good Reason, or due to the death or disability of the executive during the term of the employment agreement, each of the Named Executive Officers is entitled to (i) the Accrued Obligations and (ii) the Accrued Incentives, payable in accordance with the terms and conditions of such incentive plans. Mr. Mitchell's employment with us terminated effective January 6, 2014. We did not enter into a separation agreement with Mr. Mitchell and he did not receive any payments or benefits in excess of the Accrued Obligations.

        Upon a termination of a Named Executive Officer's employment by us without Cause or by the executive for Good Reason during the term of the employment agreement, each of Named Executive Officers is entitled to: (i) the Accrued Obligations, (ii) the Accrued Incentives, (iii) a lump-sum cash payment equal to the average annual bonus paid to the executive for the three immediately preceding completed fiscal years, and (iv) continued payment of the executive's base salary for a period of 2418 months for Mr. Crum, 18 months for Messrs. Mitchell, Haight and Pugh and 12 months for Messrs. Burleigh and Newstrom.Mr. Burleigh. The following table displays the value of the severance payments described in the preceding sentence for each of our Named Executive Officers, assuming that an eligible termination of employment occurred on December 31, 2013.2014.

        Notwithstanding the table above, in connection with their respective departures from the Company, (i) on March 20, 2014, we entered into the Crum Separation Agreement with Mr. Crum, whose last day of employment was March 31, 2014 and (ii) on October 3, 2013, we entered into the Pugh Separation Agreement with Mr. Pugh, whose last day of employment was October 3, 2013.

        Pursuant to the Crum Separation Agreement, Mr. Crum is entitled to receive (i) salary continuation payments for a period of 24 months following separation, which equals an aggregate amount of $1,200,000, the right to which arose from Mr. Crum's employment agreement; (ii) a lump sum cash payment of $320,000, which represents the average of the annual bonuses paid to Mr. Crum for the years in which he was employed by us, the right to which also arose from Mr. Crum's employment agreement; (iii) a lump sum cash payment of $540,000, which represents the amount to be paid to Mr. Crum under our annual cash bonus program for 2013; and (iv) accelerated vesting of Mr. Crum's outstanding unvested restricted stock awards (150,000 shares of restricted stock).

        Pursuant to the Pugh Separation Agreement, Mr. Pugh is entitled to receive (i) salary continuation payments for a period of 18 months following separation, which equals an aggregate amount of