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(4)

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



(5)

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

Q.

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

A.

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

Q.

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

A.

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

Q.

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

A.

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

Q.

How can I access the proxy materials over the Internet?

A.

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

You may vote by any of the following four methods:

(1)

Internet.    Vote over the Internet at www.proxyvote.com, the website for Internet voting. Simply follow the instructions on the Notice, or if you received a proxy card by mail, follow the instructions on the proxy card, and you can confirm that your vote has been properly recorded. If you vote on the Internet, you can request electronic delivery of future proxy materials. Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. (Eastern Time) on May 16, 2018.

(2)

Telephone.    Vote by telephone by following the instructions on the Notice, or if you received a proxy card, by following the instructions on the proxy card. Easy-to-follow voice prompts allow you to vote your shares and confirm that your vote has been properly recorded. Telephone voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. (Eastern Time) on May 16, 2018.

(3)

Mail.    If you received a proxy card by mail, vote by mail by completing, signing, dating and returning your proxy card in the pre-addressed, postage-paid envelope provided. If you vote by

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mail and your proxy card is returned unsigned, then your vote cannot be counted. If you vote by mail and the returned proxy card is signed without indicating how you want to vote, then your proxy will be voted as recommended by the board of directors. If mailed, your completed and signed proxy card must be received by May 16, 2018.

(4)

Meeting.    If you are a stockholder of record, you may attend and vote at the Annual Meeting on May 17, 2018.

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

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

Q.

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

A.

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

B.

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

Q.

How does the board of directors recommend that I vote?

A.

Our board of directors recommends that you vote:

(1)

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

(2)

"FOR" ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2018.

(3)

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

(4)

"ONE YEAR" as to the frequency with which the future advisory vote occurs on the compensation of our named executive officers.

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Q.

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

Item Three—Advisory vote approving

Spring

Summer

Fall

Winter

In a typical year, we file our proxy statement in the Spring disclosing enhancements to our governance and compensation practices and policies based on the feedback received from stockholders the previous year. We then conduct outreach with stockholders prior to our annual meeting as needed.

We review the feedback received from our Spring engagement and through the annual meeting stockholder voting results in the Summer.

We conduct broad engagement with stockholders through the Fall and Winter to obtain feedback following the annual meeting. We also complete our annual Board assessments and annual review of our named executive officers Board policies and charters.

To be approved byWe review the stockholders, this item must receivestockholder feedback from our stockholder outreach with the "FOR" vote of a majority of the votes cast on this proposal at the Annual Meeting. AbstentionsBoard and broker non-votes, if any, are not counted as votes castconsider potential changes to our compensation practices and will have no effect on the outcome of this proposal. The results of the votes on this Item Three are not binding on the board of directors, whether or not the resolution is passed under these voting standards.program, governance and sustainability practices and proxy disclosures.

Q.

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

A.

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

Q.

What happens if I do not give specific voting instructions?

A.

If you are a stockholder of record, and vote without giving specific voting instructions, the proxyholders will vote your shares in the manner recommended by our board of directors on all

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matters presented in this Proxy Statement, and, with respect to any other matters that may properly come before the Annual Meeting, as the proxyholders may determine in their discretion.

If you are the beneficial owner of shares held in the name of a broker, bank or other nominee and do not provide that broker, bank or other nominee with voting instructions in the proxy card, your shares will constitute "broker non-votes." Generally, broker non-votes occur when a broker is not permitted to vote on a matter without instructions from the beneficial owner and such instructions are not given. Except with respect to Item Two listed above, in tabulating the voting results for any particular proposal, shares that constitute broker non-votes are not considered entitled to vote on that proposal. Thus, other than for Item Two, broker non-votes will not affect the outcome of any matter being voted on at the Annual Meeting, assuming that a quorum is obtained.

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

Q.

What is the quorum requirement for the Annual Meeting?

A.

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

•

are present and vote at the Annual Meeting; or

•

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

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

Q.

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

A.

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

•

First, you may send a written notice to Laredo Petroleum, Inc., c/o Corporate Secretary, 15 W. Sixth Street, Suite 900, Tulsa, Oklahoma 74119, stating that you would like to revoke your proxy.

•

Second, you may complete and submit another valid proxy by mail, telephone or over the Internet that is later dated and if mailed, is properly signed, or if submitted by telephone or over the Internet is received by 11:59 p.m. Eastern Time on May 16, 2018. Any earlier proxies will be revoked automatically.

•

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

If you hold your shares through a broker, bank or other nominee and you have instructed the broker, bank or other nominee to vote your shares, you must follow directions from your broker, bank or other nominee to change your vote.

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Q.

Who will tabulate the votes?

A.

The board of directors has appointed our transfer agent, AST, to certify the tabulated vote and AST will have a representative to act as the independent inspector of elections for the Annual Meeting. AST will be responsible for (i) determining the presence of a quorum at the Annual Meeting, (ii) receiving all votes and ballots, whether by proxy or in person, with regard to all issues voted upon at the Annual Meeting, (iii) counting and tabulating all such votes and ballots and (iv) determining and reporting the results with regard to all such issues voted upon at the Annual Meeting.

Q.

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

A.

We intend to announce preliminary voting results at the Annual Meeting and publish final results in a Current Report on Form 8-K to be filed with the SEC within four business days following the Annual Meeting.

Q.

How can I obtain a separate set of proxy materials?

A.

We have adopted a procedure approved by the SEC known as "householding." Under this procedure, multiple stockholders residing at the same address have the convenience of receiving a single copy of our Annual Report and Proxy Statement, unless they have notified us that they want to continue receiving multiple copies. Householding allows us to reduce the environmental impact of providing proxy materials as well as printing and mailing costs.

If you received a householded mailing this year and you would like to have additional copies of the Annual Report and/or Proxy Statement mailed to you, or you would like to revoke your consent to the householding of documents, please submit your request to Laredo Petroleum, Inc., c/o Corporate Secretary, 15 W. Sixth Street, Suite 900, Tulsa, Oklahoma 74119 or by calling (918) 513-4570.

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

Q.

Who pays for the cost of this proxy solicitation?

A.

We will pay for the costs of the solicitation of proxies. We may reimburse brokerage firms and other persons for expenses incurred in forwarding the voting materials to their customers who are beneficial owners and obtaining their voting instructions. Laredo has retained the services of Georgeson LLC ("Georgeson") to aid in the solicitation of proxies from banks, brokers, nominees and intermediaries. Laredo will pay Georgeson a fee of $11,000 for its services, plus reasonable out of pocket expenses. In addition to soliciting proxies by mail, our board of directors, officers and employees may solicit proxies on our behalf, without additional compensation, personally or by telephone. Stockholders voting over the Internet should understand that there may be costs associated with electronic access, such as the usage charges from telephone companies and Internet access providers, that must be borne by the stockholder.

Q.

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

A.

The names of stockholders of record entitled to vote at the Annual Meeting will be available at the Annual Meeting and for 10 days prior to the Annual Meeting at our principal executive offices

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between the hours of 9:00 a.m. and 5:00 p.m. Central Time for any purpose relevant to the Annual Meeting. To arrange to view this list during the times specified above, please contact the Corporate Secretary of the Company at Laredo Petroleum, Inc., c/o Corporate Secretary, 15 W. Sixth Street, Suite 900, Tulsa, Oklahoma 74119 or call (918) 513-4570.

Q.

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

A.

Stockholders who, in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), wish to present proposals for inclusion in the proxy materials to be distributed in connection with the 2019 annual meeting of stockholders, must submit their proposals so that they are received at our principal executive offices no later than the close of business on November 28, 2018, or, in the event the Company's 2019 annual meeting is advanced or delayed more than 30 days from the date of the Annual Meeting, within a reasonable time before the Company begins to print and mail the proxy materials for the 2019 annual meeting. As the SEC rules make clear, simply submitting a proposal does not guarantee that it will be included in the Company's proxy materials.

In addition, stockholders who wish to introduce a proposal from the floor of the 2019 annual meeting of stockholders (outside the processes of Rule 14a-8), must submit that proposal in writing to the Company's Corporate Secretary at our principal executive offices no earlier than January 14, 2019 and no later than February 11, 2019, or, in the event the Company's 2019 annual meeting of stockholders is advanced or delayed more than 30 days from the date of the anniversary of the Annual Meeting, not later than the later of (i) the 90th day before the 2019 annual meeting or (ii) the 10th day following the day on which public announcement of the date of the 2019 annual meeting is first made by the Company.

To be in proper form, a stockholder's notice must be timely delivered to Laredo Petroleum, Inc., c/o Corporate Secretary, 15 W. Sixth Street, Suite 900, Tulsa, Oklahoma 74119 and must include the information required by our Second Amended and Restated Bylaws (our "bylaws") with respect to each proposal submitted. The Company may refuse to consider any proposal that is not timely or otherwise fails to meet the requirements of our bylaws or the SEC's rules with respect to the submission of proposals.

You may obtain a copy of our bylaws by accessing our website (www.laredopetro.com) or submitting a request to Laredo Petroleum, Inc., c/o Corporate Secretary, 15 W. Sixth Street, Suite 900, Tulsa, Oklahoma 74119.

Q.

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

A.

Stockholders who wish to nominate a candidate for election as a director at our 2019 annual meeting must submit their nomination in writing to the Company's Corporate Secretary at our principal executive offices no earlier than January 14, 2019 and no later than February 11, 2019, or, in the event the Company's 2019 annual meeting of stockholders is advanced or delayed more than 30 days from the date of the Annual Meeting, not later than the later of (i) the 90th day before the 2019 annual meeting or (ii) the 10th day following the day on which public announcement of the date of the 2019 annual meeting is first made by the Company.

In the event that the number of directors to be elected to the board of directors is increased and there has been no public announcement naming all of the nominees for director or indicating the increase made by the Company at least 10 days before the last day a stockholder may deliver a notice of nomination in accordance with the preceding sentence, a stockholder's notice will be considered timely, but only with respect to nominees for any new positions created by such increase, if it is received by the Corporate Secretary at the principal executive offices of the

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Company not later than the close of business on the 10th day following the day on which such public announcement is first made by the Company.

To be in proper form, a stockholder's notice must be timely delivered to Laredo Petroleum, Inc., c/o Corporate Secretary, 15 W. Sixth Street, Suite 900, Tulsa, Oklahoma 74119 and must include the information required by our bylaws with respect to the nomination and all other information regarding the proposed nominee and the nominating stockholder required by Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. The Company may refuse to consider any nomination that is not timely or otherwise fails to meet the requirements of our bylaws or the SEC's rules with respect to the submission of director nominations. A written statement from the proposed nominee consenting to be named as a candidate and, if nominated and elected, to serve as a director should accompany any stockholder nomination.

Q.

How can I communicate with the board of directors?

A.

Stockholders or other interested parties can contact any director, any committee of the board of directors, or the Company's non-management directors as a group, by writing to Laredo Petroleum, Inc., c/o Corporate Secretary, 15 W. Sixth Street, Suite 900, Tulsa, Oklahoma 74119. Comments or complaints relating to the Company's accounting, internal accounting controls or auditing matters will also be referred to members of the audit committee of our board of directors (the "Audit Committee"). All such communications will be forwarded to the appropriate member(s) of the board of directors.

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

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CORPORATE STRUCTURE

        Laredo Petroleum, Inc. is a Delaware corporation formed in 2011 for the purpose of merging with Laredo Petroleum, LLC (a Delaware limited liability company formed in 2007) to consummate an initial public offering of common stock in December 2011 (the "IPO"). Laredo Petroleum, Inc. was the survivor of such merger and currently has two wholly-owned subsidiaries, LMS, and Garden City Minerals, LLC, a Delaware limited liability company ("GCM").

        Unless the context otherwise requires, references in this Proxy Statement to "Laredo," the "Company," "we," "our," "us," or similar terms refer to Laredo Petroleum, Inc. and its subsidiaries at the applicable time, including former subsidiaries and predecessor companies, as applicable.

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ITEM ONE

ELECTION OF DIRECTORS

        In accordance with the provisions of our Amended and Restated Certificate of Incorporation, our board of directors is divided into three classes, designated Class I, Class II and Class III, with each class serving staggered terms and thereafter until their successors are duly elected and qualified. The individuals listed below currently serve,or are being nominated to serve, as the directors in the class indicated with a term expiring at the corresponding annual meeting of stockholders. As a result, approximately one-third of the director positions will be elected at each annual meeting of stockholders.

Class II—With a term expiring 2021

James R. Levy

Dr. Myles W. Scoggins

Class III—With a term expiring 2019

Donald D. Wolf

B.Z. (Bill) Parker

Pamela S. Pierce

Class I—With a term expiring 2020

Randy A. Foutch

Peter R. Kagan

Edmund P. Segner, III

Nominees for Class II (with a term expiring in 2021) and for Class III (with a term expiring 2019)

        On the recommendation of the nominating and corporate governance committee of our board of directors (the "Nominating and Corporate Governance Committee"), the board of directors has nominated James R. Levy and Dr. Myles W. Scoggins for election to the board as Class II directors of the Company and Donald D. Wolf for election to the board as a Class III director of the Company, and recommends that each of them be re-elected to the board of directors to serve as Class II and Class III directors, as applicable. The board of directors recommends that James R. Levy and Dr. Myles W. Scoggins hold office until the 2021 annual meeting of stockholders and thereafter until each of their successors is elected and qualified or his earlier resignation or removal, and that Donald D. Wolf hold office until the 2019 annual meeting of stockholders. Mr. Wolf has previously served as a Class II director with Mr. Levy and Dr. Scoggins. However, our Corporate Governance Guidelines state that each non-employee director must retire at the annual meeting following his or her 75th birthday. Since Mr. Wolf is currently 74, the board of directors determined to nominate him for the one-year term expiring at the 2019 annual meeting of stockholders.

        The biographical information for all three director nominees and our other directors is contained in the "Directors" section below.

        Assuming the presence of a quorum, each of the three director nominees receiving the affirmative vote "FOR" of a plurality of the shares voted at the Annual Meeting will be elected. Cumulative voting is not permitted in the election of directors. The board of directors recommends that you vote "FOR" the election of each of the three nominees James R. Levy, Dr. Myles W. Scoggins and Donald D. Wolf.

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

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTEFOR THE ELECTION OF EACH OF JAMES R. LEVY, DR. MYLES W. SCOGGINS AND DONALD D. WOLF.

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DIRECTORS

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

Directors
Name		Age			Position
Randy A. FoutchWhat We Heard							66		Chairman and Chief Executive OfficerOur Perspective/What We Did
Peter R. Kagan(1)							49		Director
James R. Levy(2)*While supportive of 2025 goals set and metrics disclosed to date, some investors encouraged additional disclosures and target-setting							42		DirectorWe again disclosed our estimated Scope 3 emissions for category 11 (use of products sold) using the IPIECA methodology in the 2022 ESG and Climate Risk Report; expanded our targets to include a combined Scopes 1 & 2 GHG emissions intensity reduction by 2030 and a 2025 water recycling target related to our completion operations
B.Z. (Bill) Parker(1)(3)							70		Director
Pamela S. Pierce(1)(2)(3)							63		Director
Dr. Myles W. Scoggins(1)(2)(3)*Several investors indicated support for disclosure aligned with SASB standards and TCFD framework, while acknowledging in some cases that the Board is best positioned to make framework determinations							70		DirectorWe continued to align our disclosure with SASB, TCFD and IPIECA reporting frameworks as well as AXPC and API performance metrics for our 2022 ESG and Climate Risk Report
Additional information regarding the Company’s risk identification and mitigation processes would be helpful			Our 2022 ESG and Climate Risk Report included enhanced disclosure regarding our process for prioritizing and allocating resources to manage risk as well as our risk mitigation efforts
Interests in our strategic planning around energy transition, carbon offsets and future capital allocation			We continue to make progress toward our 2025 and 2030 emissions reduction targets and direct capital toward emission reduction projects using our carbon abatement curve to focus our human and financial capital. Additionally, our 1.5 degree net zero scenario analysis demonstrated the resiliency of our development program, further solidifying our view that producing low cost, low carbon energy is a sustainable strategy
Investors expressed interest in discussing the use of ESG metrics in both short- and long-term incentive programs, noting metrics should be clearly defined, rather than discretionary goals			Our STIP has incorporated quantifiable environmental goals since 2020, and for 2022 and 2023 we have further refined those goals, which represent 20% of our STIP. In addition, our compensation committee has included an LTIP metric since 2022 tied to achievement of our 2025 emissions reduction goals
Investors are supportive of Vital’s diversity, equity and inclusion disclosures, including EEO-1 survey data, and encouraged continued focus in this area			We seek opportunities for improved practices and disclosure in the future

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Summary			15

Executive Compensation Matters Overview

The Board establishes the Company’s compensation philosophy and practices and annually reviews and updates the executive compensation program based upon recommendations from the Compensation Committee. The process includes reviewing the prior year say-on-pay voting results, soliciting input from the Compensation Committee’s independent compensation consultant, reflecting on all feedback received from stockholders throughout the year, comparing the Company’s compensation program with its peers and evaluating the Company and management team’s performance.

General best practices that the Board and Compensation Committee have implemented include the following:

			What We Don’t Do
			No Repricing of Stock Options We do not reprice, exchange or buy out underwater stock options. No Employment Agreements None of our employees, including our named executive officers (“NEOs”), have an employment agreement, and all executive compensation is determined by the Compensation Committee and the Board.			No Payment of Dividend Equivalents on Unvested Equity We do not issue dividends for unvested equity. No Excise Tax Gross Ups Our Change in Control Plan does not provide for any excise tax gross ups. No Pledging, Hedging, Short Sales or Derivative Transactions Our policies prohibit directors and employees from pledging, hedging, short-selling or trading in derivatives of our stock.

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16			Vital Energy, Inc. 2023 Proxy Statement

What We Do

Pay For Performance Our compensation program aligns executive compensation with corporate performance on both a short-term and long-term basis by making our incentive compensation variable and heavily dependent on performance metrics.

Benchmark Compensation Against a Representative & Relevant Peer Group With the assistance of our independent compensation consultant, we annually benchmark our compensation structure against a compensation peer group. We annually review the peer group to consider additions and removals based on multiple factors, including EBITDA, total assets, market capitalization, enterprise value and total shareholder return. Perform An Annual Review of Compensation Structure The Compensation Committee performs an annual risk assessment to confirm our compensation structure does not encourage unnecessary risk taking. Double Trigger Change in Control for Severance Payments Severance payments in the event of a change in control require both a change in control and an actual or constructive termination of the position without cause. Double Trigger Change in Control for Equity Awards Accelerated vesting of equity awards in the event of a change in control require both a change in control and an actual or constructive termination of the position without cause. Maintain Robust Equity Ownership Guidelines for Executives and Board Of Directors Our Corporate Governance Guidelines require executives to own stock and/or have an interest in restricted stock units valued at a multiple of base salary and directors to own $400,000 worth of Company stock.

Total Target Compensation for 2022 % of Pay at Risk

CEO 87%

Average of the other NEOs 81%

Publish Pre-Established Performance Goals & Fully Disclose Results Both our long-term and short-term incentive compensation have significant performance-based criteria that are subject to the achievement of objective, pre-established performance goals disclosed in our proxy materials and tied to financial, operational and strategic objectives. Executive Clawback Plan Beginning with all award grants made on or after January 1, 2022, our executives are subject to a robust clawback plan in the case of financial restatement or other circumstances as determined by the Board. Gather, Analyze and Respond to Stockholder Feedback on Our Compensation Structure We annually ask stockholders to vote on an advisory basis to approve our executive compensation (say-on-pay) and are highly responsive to stockholders. We received approximately 95% approval for our 2022 vote.

Limit Performance Unit Payouts Performance unit award payouts are capped, and we prohibit maximum performance unit award payout in the event of a negative total shareholder return. Utilize an Independent Compensation Consultant The Compensation Committee utilizes an independent compensation consultant in making compensation policy.

Stock Ownership Requirements

Multiple of Base Salary

CEO

Senior Vice Presidents

Vice Presidents

Directors

5x

2x

1x

$400,000

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			17

Corporate Governance
and Board Matters

Proposal One

Election of Directors at the 2023 Annual Meeting The Board is divided into three classes, designated Class I, Class II and Class III. Each class serves a staggered three-year term. As a result, typically approximately one third of the director positions are subject to election at each annual meeting of stockholders. The NGE&S Committee recommends, and the Board has nominated, five directors for re-election to the Board to serve until the applicable annual meeting of stockholders and thereafter until each of their successors is elected and qualified or his or her earlier resignation or removal. In accordance with good governance practices, newly appointed directors are placed in the class up for election at the next annual meeting. After the Annual Meeting, assuming stockholders elect the five nominees of the Board, the Board of Directors will be as follows:

CLASS I With a term expiring in 2026 •Dr. Craig M. Jarchow •Jason Pigott •Edmund P. Segner, III(1)(3)III •Dr. Shihab Kuran

CLASS II With a term expiring in 2024 •Jarvis V. Hollingsworth •Lisa M. Lambert •Lori A. Lancaster

CLASS III With a term expiring in 2025 •William E. Albrecht •Frances Powell Hawes •John Driver

64

Director

Donald D. Wolf(1)(2)(3)*

74

The biographical information for director nominees and our other directors and the process for reviewing and selecting nominees is set forth below in the Director Qualifications section. The Company Bylaws provide for a majority voting standard for uncontested director elections and require roughly equal classes of directors. Assuming the presence of a quorum, each of the director nominees receiving affirmative votes of a majority of the shares voted at the Annual Meeting will be elected. Cumulative voting is not permitted in the election of directors. Unless otherwise instructed, the proxyholders will vote the proxies received by them for the five nominees. Each of the nominated directors has consented to serve on the Board, and the Board has no reason to believe any nominees will be unable or unwilling to serve if elected. If a nominee becomes unable or unwilling to accept nomination or election, either the number of the Company’s directors will be reduced or the proxyholders will vote for the election of a substitute nominee that the Board recommends.

The Board of Directors unanimously recommends that stockholders vote FOR the election of each of Dr. Craig M. Jarchow, Jason Pigott, Edmund P. Segner, III, John Driver and Dr. Shihab Kuran.

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(1)

Member

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18			Vital Energy, Inc. 2023 Proxy Statement

Director Qualifications

The Board seeks to recruit and nominate directors who provide the Board with the necessary skills, backgrounds and experience to oversee the Company’s policies and strategies and the management of the Nominatingbusiness by the CEO and other executive officers. The NGE&S Committee annually reviews the composition of the Board and evaluates its effectiveness and regularly evaluates potential director candidates. For each director nominee, the Board considers, at a minimum, a candidate’s judgment, experience, character, business acumen and independence from the Company. Additionally, in accordance with the Company’s Corporate Governance Guidelines, the Board considers diversity of experience, gender, race, ethnicity and age, as well as any other self-identified diversity characteristics of directors and candidates to becomes directors. The Board and the NGE&S Committee

(2)

Member conduct an annual review to assess the effectiveness of the Compensation Committee

(3)

Memberpolicy in light of the Audit Committee

        Our board of directors currently consists of eight members, each serving a three-year term that expires on the dateskills and characteristics of the corresponding annual meetingcurrent Board members. When evaluating the suitability of an incumbent director for re-election, the Board and NGE&S Committee also consider the director’s past performance, including attendance at meetings and contributions to the Board.

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Corporate Governance and Board Matters			19

Class I Director Nominees

Edmund P. Segner, III Former President, Chief of Staff, Principal Financial Officer and Director, EOG Resources, Inc. Independent Director Director since 2011 Age 69 Committees Audit Finance			Career Highlights •Rice University Professor in the Practice of Engineering Management, Department of Civil and Environmental Engineering •EOG Resources, Inc. President, Chief of Staff and Director Principal Financial Officer Key Qualifications and Experience Mr. Segner’s service as President, Principal Financial Officer and director of publicly traded oil and gas exploration and development companies demonstrates a strong operational, financial, accounting and strategic background and enables him to provide our Board with valuable business, leadership and management experience and insights into many aspects of the operations of exploration and production. Mr. Segner also brings financial and accounting expertise to the Board, including through his experience in financing transactions for oil and gas companies, his background as a certified public accountant, his service as a Principal Financial Officer, his supervision of other principal financial officers and principal accounting officers and his service on the audit committees of other companies. For these reasons, among others, we believe Mr. Segner is qualified to serve as a director.			Other Current Public Company Directorships •Archrock, Inc. (Audit Committee and Nominating and Corporate Governance Committee) Prior Directorships •HighPoint Resources Corp. (formerly Bill Barrett Corp.) •Archrock Partners, L.P. (formerly Exterran Partners, L.P.)  •Midcoast Holdings, LLC, the general partner of Midcoast Energy Partners, L.P. •Seahawk Drilling, Inc. Education •Certified Public Accountant •MA, Economics, University of Houston •BS, Civil Engineering, Rice University

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20			Vital Energy, Inc. 2023 Proxy Statement

Dr. Craig M. Jarchow President, CEO, TG Natural Resources, LLC Independent Director Director since 2019 Age 62 Committees Compensation (Chair) Finance			Career Highlights •TG Natural Resources, LLC President, Chief Executive Officer and Director (May 2017 present) •Pine Brook Road Partners, LLC Managing Director and Partner •First Reserve Corporation Director and Partner •Amoco Corporation & Apache Corporation Operational roles of increasing responsibility Key Qualifications and Experience Dr. Jarchow has more than 30 years of industry experience serving in upstream operational roles for oil and gas companies, advising financial services firms on energy focused investments and building and leading an operating company. His geology and geophysics background combined with his managerial experience building and leading a company aides us in the development of our assets and the acquisition of new properties to expand our high margin inventory. For these reasons, among others, we believe Dr. Jarchow is qualified to serve as a director.			Other Current Public Company Directorships •TG Natural Resources, LLC Education •Ph.D., Geophysics, Stanford University •MBA, MIT Sloan School of Management •MS, Geophysics, Stanford University •BA, Geology, University of California, Santa Barbara
Jason Pigott President and Chief Executive Officer, Vital Energy, Inc. Director since May 2019 Age 49			Career Highlights •Vital Energy, Inc. President and Chief Executive Officer, October 2019 to present Director and President •Chesapeake Energy Corporation Executive Vice President—Operations and Technical Services Executive Vice President, Operations Senior Vice President, Operations •Anadarko Petroleum Corporation General Manager Reservoir Engineering Manager Key Qualifications and Experience Mr. Pigott has more than 23 years of experience in the energy exploration and production industry. Before joining Vital, he served as Executive Vice President—Operations and Technical Services for Chesapeake Energy Corporation where he led all drilling and completions operations, digital operations, supply chain and land efforts. Prior to joining Chesapeake in 2013, he was with Anadarko Petroleum for 14 years, serving in positions of increasing responsibility, focused primarily on onshore unconventional play development in the Eagle Ford Shale, Haynesville Shale, Delaware Basin and various tightsand plays in East Texas. Mr. Pigott’s extensive background in leading multidisciplinary operational and technical organizations, as well as experience contributing to executive level strategic decisions, contributes significant value to our Board of Directors. For these reasons, among others, we believe Mr. Pigott is qualified to serve as director.			Other Current Public Company Boards None Education •MBA, University of North Carolina •BS, Petroleum Engineering, Texas A&M University

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Corporate Governance and Board Matters			21

Dr. Shihab Kuran Chief Executive Officer, and Founder of Power Edison Founder and Executive Chairman of EV Edison Independent Director Director since June 2022 Age 53 Committees Compensation, NGE&S			Career Highlights  •Power Edison Chief Executive Officer and Founder •EV Edison Executive Chairman and Founder •NRG Energy President of Strategic Development •Sun Edison President, Advanced Solutions •Petra Solar Founder, Director, President and Chief Executive Officer Key Qualifications and Experience Dr. Kuran is NACD Directorship Certified™. He is an investor, serial entrepreneur and an executive with over three decades of experience in the technology and energy sectors. He is a proven leader in the energy transition space with a global track record in the development and scaling of advanced energy technologies, including solar, smart grid, energy storage and Electric Vehicle (“EV”) charging. He developed and deployed marque energy transition projects with international Oil and Gas companies. He is currently Chief Executive Officer and founder of Power Edison, a company focused on providing innovative mobile energy storage solutions for the grid. Dr. Kuran is the founder and Executive Chairman of EV Edison, a company focused on the development of large scale EV charging hubs. Dr. Kuran served as President of Strategic Development at NRG Energy and President of Advanced Solutions at SunEdison. Previously he founded Petra Solar, a pioneer of smart solar, combining solar energy and smart grid technologies, and developer of the world’s largest solar electric project in 2009, and served as Director, President and Chief Executive Officer. Prior to Petra Solar he served in various executive leadership capacities in the technology sector. For these reasons, among others, we believe Dr. Kuran is qualified to serve as a director.			Other Current Public Company Directorships NN, Inc. Other Current Engagements •Advisory Board for Charles Edison Fund •Advisory Board for Edison Innovation Foundation Education •Ph.D., M.Sc., Electrical Engineering, City University of New York •B.Sc. Electrical Engineering, University of Jordan •The General Manager Program (TGMP), Harvard Business School •Directorship Certified, National Association of Corporate Directors •Digital Directors Network 502 Systemic Cyber Risk Goveranace For U.S. Company Corporate Directors

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22			Vital Energy, Inc. 2023 Proxy Statement

Class III Director Nominees

John Driver Chief Executive Officer, Lynx Technology Independent Director Director since June 2022 Age 58 Committees Audit, Finance			Career Highlights  •Lynx Technology Chief Executive Officer •PacketVideo Chief Operating Officer and Chief Marketing Officer •JoynIn Co-Founder and Chief Executive Officer •Serena Software Senior Director of Global Field Marketing •Sun Microsystems Group Manager of Field and Partner Marketing Key Qualifications and Experience Mr. Driver is a technology entrepreneur and innovator with leadership experience in large, public and privately- held multinational companies and early-stage startups. He has a foundation in software marketing and sales and direct experience in new product launches for first-to-market categories. Navigating complexity, delivering innovation, and creating new opportunities within the IoT (Internet of Things) market are hallmarks of his career. As CEO, he currently leads Lynx Technology, a digital media technology company he founded through a management buyout of the multinational Connected Home operations of PacketVideo, a subsidiary of NTT DOCOMO. Previously, Mr. Driver served as Chief Operating Officer and Chief Marketing Officer of PacketVideo, co-founder and Chief Executive Officer of JoynIn and in senior leadership roles for Serena Software and Sun Microsystems. For these reasons, among others, we believe Mr. Driver is qualified to serve as a director.			Other Current Public Company Directorships Independent Director, Broadway Financial Corp (Audit, Governance, Risk & Compliance Committees) Other Current Engagements The Fleet Science Center, Board Chair Education •MBA, Tuck School of Business at Dartmouth College •BS, Industrial Engineering, Stanford University •Directorship Certified, National Association of Corporate Directors •Cybersecurity Oversight Certified, National Association of Corporate Directors

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Corporate Governance and Board Matters			23

Continuing Class III Directors

William E. Albrecht President, Moncrief Energy, LLC Non-Executive Chairman Independent Director Director since Feb. 2020 Age 71 Committees Compensation Finance			Career Highlights  •California Resources Corporation Non-Executive Chair of the Board •Occidental Petroleum Corporation Vice President President, Oxy Oil & Gas, Americas President, Oxy Oil & Gas, USA •EOG Resources, Inc. Executive Officer •Tenneco Oil Company Petroleum Engineer Key Qualifications and Experience Mr. Albrecht has more than 40 years of experience in the domestic oil and gas industry. His engineering background provides him with the ability to fully comprehend, analyze and offer insights on the wide variety of technically challenging projects facing us as we develop our shale-play assets. In addition, his service in a variety of executive positions for oil and gas companies and as a director for large public companies brings extensive managerial and operational experience of upstream assets to our Board. For these reasons, among others, we believe Mr. Albrecht is qualified to serve as a director.			Other Current Public Company Directorships Halliburton Company (Compensation Committee and Health, Safety and Environment Committee) Prior Directorships •California Resources Corporation (Non-Executive Chair of the Board) •Rowan Companies, plc (Non-Executive Chair of the Board) •Valaris, plc (Lead Independent Director) Education •Directorship Certified, National Association of Corporate Directors •Board Leadership Fellow, National Association of Corporate Directors •MS, University of Southern California •BS, United States Military Academy at West Point

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24			Vital Energy, Inc. 2023 Proxy Statement

Frances Powell Hawes Former Chief Financial Officer, Grant Prideco, Inc. Independent Director Director since December 2018 Age 68 Committees Audit (Chair) NGE&S			Career Highlights  •New Process Steel, L.P. Chief Financial Officer •American Electric Technologies, Inc. Senior Vice President and Chief Financial Officer •NCI Building Systems, Inc. Chief Financial Officer, Executive Vice President and Treasurer •Grant Prideco, Inc. Chief Financial Officer and Treasurer •Weatherford International Ltd. Various positions of increasing responsibility, including Chief Accounting Officer, Vice President, Accounting and Controller Key Qualifications and Experience Ms. Powell Hawes has over 22 years of experience as a financial advisor and chief financial officer for both public and privately held companies. She is a highly experienced director with extensive knowledge of not only publicly traded energy companies, but also privately held companies in complementary markets. Her knowledge and management experience on the Audit Committee enhances the Board of Directors’ decision-making process on all issues affecting the Company, and her strong accounting and leadership background contributes significantly to the Board’s understanding of the Company’s strategic opportunities. For these reasons, among others, we believe Ms. Powell Hawes is qualified to serve as a director.			Other Current Public Company Directorships •Archrock Inc. (Audit Committee chair and Nominating and Corporate Governance Committee) •PGT Innovations, Inc. (Audit Committee) Other Current Engagements •Financial Executives International, Houston Chapter Prior Directorships •Energen Corporation •Express Energy Services, LLC Education •Texas-Certified Public Accountant •Strategic Financial Leadership Program in Executive Education, Dartmouth College  •Director Professionalism Course, National Association of Corporate Directors •BBA, Accounting, University of Houston •CERT Certificate of Cybersecurity Oversight, Carnegie Mellon University, Software Engineering Institute

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Corporate Governance and Board Matters			25

Continuing Class II Directors

Jarvis V. Hollingsworth Vice Chairman And Chief Operating Officer, Irradiant Partners L.P. Independent Director Director since Nov. 2020 Age 60 Committees Audit NGE&S (Chair)			Career Highlights  •Irradiant Partners, L.P. Vice Chairman and Chief Operating Officer •Kayne Anderson Capital Advisors, L.P. Secretary/General Counsel Executive Committee and Board of Directors •Bracewell, LLP Partner Management and Finance Committees Key Qualifications and Experience Mr. Hollingsworth’s service as General Counsel and Director of a leading alternatives investment advisor with approximately $7 billion in assets and service as Board Chairman for a Texas state agency that manages a $175 billion-plus pension fund highlight the legal and financial background that he brings to our Board. Mr. Hollingsworth is a former Partner at the law firm Bracewell LLP in Houston, Texas where he had a fiduciary practice counseling boards of directors and trustees on corporate governance and strategic matters. His legal, management and governance experience contribute significantly to our Board and our move to include ESG initiatives as part of the NGE&S Committee. For these reasons, among others, we believe Mr. Hollingsworth is qualified to serve as a director.			Other Current Public Company Directorships Core Scientific, Inc. Other Current Engagements •Teacher Retirement System of Texas, Board Chairman •Memorial Hermann Hospital System, Finance Committee Prior Directorships •Frost Bank (Cullen/Frost Bankers, Inc.) •Emergent Technologies, Inc. Education •JD, University of Houston •BS, United States Military Academy at West Point

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26			Vital Energy, Inc. 2023 Proxy Statement

Lisa M. Lambert Founder And President, National Grid Partners Independent Director Director since Aug. 2020 Age 55 Committees NGE&S Compensation			Career Highlights •National Grid Partners Founder and President •National Grid Chief Technology and Innovation Officer •The Westly Group Managing Partner •Intel Corporation Managing Director, Software and Services Fund and Diversity Fund Key Qualifications and Experience Ms. Lambert has extensive experience in the technology industry, leading innovation efforts and global investment initiatives. Her work with National Grid focuses on advancing energy systems, including at the intersection of energy and emerging technology to create a smarter, renewable future. She brings a perspective to our Board that contributes to our strategy of fostering a digital first mindset to make our business thrive in a digital era and to our continued commitment to ESG. For these reasons, among others, we believe Ms. Lambert is qualified to serve as a director.			Other Current Engagements •UPWARD, CEO and Chairman, a non-profit global network of executive women •UL Incorporated, Director •Pathr, Director Prior Directorships National Venture Capital Association Education •MBA, Harvard Business School •BS, Management Information Systems, Pennsylvania State University
Lori A. Lancaster Former Managing Director, UBS Securities, Global Energy Group Independent Director Director since Nov. 2020 Age 53 Committees Audit Finance (Chair)			Career Highlights •UBS Securities Managing Director in the Global Energy Group •Goldman, Sachs & Co. Managing Director in the Global Natural Resources Group •Nomura Securities Managing Director in the Global Natural Resources Group Key Qualifications and Experience Ms. Lancaster has extensive experience in the oil and gas sector and in particular finance. During her 18-year tenure in investment banking, she led or was a key member of the execution team on more than $60 billion of announced energy merger and acquisition deals and led the structuring and execution of numerous capital markets transactions. Her wealth of knowledge in financing and structuring deals is key as we execute on our strategies to expand our high-margin drilling inventory through acquisitions and reduce our leverage. Additionally, she brings public company audit committee and nominating and corporate governance experience to our team. For these reasons, among others, we believe Ms. Lancaster is qualified to serve as a director.			Other Current Public Company Directorships •Precision Drilling •Intrepid Potash Prior Directorships •Energen Corporation •HighPoint Resources Corp. (formerly Bill Barrett Corp.) Education •MBA, University of Chicago •BS, Texas Christian University

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Corporate Governance and Board Matters			27

Director Leadership

The Board believes that separating the roles of Chair and CEO and making the Board Chair an independent director provides further accountability by optimizing the Board’s processes, ability to constructively challenge management and appropriately prioritize matters.

The Chair facilitates the Board’s business and activities as follows:

Board Chair Responsibilities

•Propose a quarterly schedule of major Board discussions items

•Approve the agenda, schedule and information sent to directors prior to Board meetings

•Chair all Board meetings

•Lead executive sessions of the Board without management present (unless invited)

•Call additional Board or independent director meetings

•Guide the Board’s governance processes

•Oversee the Board’s evaluations and CEO evaluation

•Serve as liaison between CEO and management and the other independent directors

•Advise the NGE&S Committee in choosing Committee chairs and membership

•Be available for direct communication with stockholders as appropriate

The Board believes that the decision as to who should serve as Board Chair and CEO is the proper responsibility of the Board, and the Board will continue to carefully consider whether to combine or separate the roles of Chair and CEO in the future. At the present time, the Board believes the interests of all stockholders are best served through a leadership model that separates the independent Board Chair and CEO position.

Director Independence

The Board has determined that each continuing director and director nominee, except Mr. Pigott, meets the standards of independence set forth in our Corporate Governance Guidelines and the NYSE Listed Company Manual.

Independence*

Our CEO

90% Independent

•William E. Albrecht •Frances Powell Hawes •Jarvis V. Hollingsworth •Dr. Craig M. Jarchow •Lisa M. Lambert

•Lori A. Lancaster •Edmund P. Segner, III •John Driver •Dr. Shihab Kuran •Jason Pigott