Dear Shareholder:

By Order of the Board of Directors

Very truly yours,

These proxy materials are being furnished to you by the Board of Directors (the “Board”) of Synergy Resources Corporation, a Colorado corporation, doing business as SRC Energy Inc. (“we,” ~~“us,” “Synergy”~~“us” or the “Company”), in connection with its solicitation of proxies for ~~Synergy’s~~the Company’s Annual Meeting of Shareholders to be held on June ~~22, 2016,~~15, 2017, at 10:00 a.m., Mountain Daylight Time, at the Sheraton Denver Downtown Hotel, 1550 Court Place, Denver, Colorado 80202, and at any adjournments or postponements thereof (the “Annual Meeting”). In addition to solicitation by mail, certain of our directors, officers and employees may solicit proxies by telephone, personal contact, or other means of communication. They will not receive any additional compensation for these activities. ~~We have entered into an agreement with Alliance Advisors, LLC to provide proxy soliciting services, and we anticipate paying approximately $8,000 for such services.~~ Also, brokers, banks and other persons holding common stock on behalf of beneficial owners will be requested to solicit proxies or authorizations from beneficial owners. We will bear all costs incurred in connection with the preparation, assembly and mailing of the proxy materials and the solicitation of proxies and will reimburse brokers, banks and other nominees, fiduciaries and custodians for reasonable expenses incurred by them in forwarding proxy materials to beneficial owners of our common stock.

This proxy statement and the enclosed proxy card are expected to be first sent to our shareholders on or about ~~May 18~~, ~~2016.~~April 21, 2017. The proxy materials are also available at http://~~www.viewproxy.com/syrginfo/2016am.~~

materials.proxyvote.com/78470V.

All valid proxies properly executed and received by the Company prior to the Annual Meeting will be voted in accordance with the instructions specified in such proxies. Where no instructions are given, shares will be voted “FOR” the election of the director nominees named herein (Proposal No. 1) ~~and~~, “FOR” the ratification of ~~EKS&H LLLP~~Deloitte & Touche LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, ~~2016~~2017 (Proposal No. 2) and “FOR” the approval of an amendment of the Company’s Amended and Restated Articles of Incorporation to change the name of the Company from Synergy Resources Corporation to SRC Energy Inc. (Proposal No. 3).

A shareholder giving the enclosed proxy has the power to revoke it at any time before it is exercised by affirmatively electing to vote in person at the meeting or by delivering to the Company’s corporate secretary either an instrument of revocation or an executed proxy bearing a later date.

On February 25, 2016, ~~our~~the Board ~~of Directors~~ approved a change of our fiscal year from August 31 to December 31, commencing with the twelve-month period beginning on January 1, 2016. Certain disclosures in this Proxy Statement cover the four-month transition period from September 1, 2015 to December 31, 2015 (the “Transition Period”).

The Board is providing these proxy materials to you in connection with the solicitation of proxies for use at the Annual Meeting to be held June ~~22, 2016~~15, 2017 at 10:00 a.m., Mountain Daylight Time, for the purposes of considering and acting upon the matters set forth in this Proxy Statement.

The purpose of the meeting is to vote on the following matters:

Shareholders of record on ~~May 2, 2016,~~April 10, 2017, the record date for the meeting, are entitled to receive notice of and to vote at the meeting. As of the close of business on ~~May 2, 2016,~~April 10, 2017, there were ~~148,695,805~~ 200,827,458 outstanding shares of common stock entitled to vote at the meeting, with each share of common stock entitling the holder of record on such date to one vote.

The Annual Meeting will be held at the Sheraton Denver Downtown Hotel, 1550 Court Place, Denver, Colorado 80202.

Most shareholders are considered “beneficial owners” of their shares (sometimes also referred to as shares held in “street name”), which means that they hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some differences between shares held of record and those owned beneficially.

Shareholder of Record: If your shares are registered directly in your name with our transfer agent, you are considered the “shareholder of record” with respect to those shares. As a shareholder of record, you have the right to grant your voting proxy directly to us by submitting your vote by telephone or via the Internet, or to vote in person at the meeting. For additional information, please see “What are the different methods that I can use to vote my shares of common stock?”below.

Beneficial Owner: If your shares are held in a stock 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 are being forwarded to you by your broker, bank or nominee. As a beneficial owner, you have the right to direct your broker, bank or nominee as to how to vote your shares if you follow the instructions you receive from that firm. You are also invited to attend the Annual Meeting. However, since you are not the shareholder of record, you may not vote these shares in person at the meeting unless you request, complete and deliver the proper documentation provided by your broker, bank or nominee and bring it with you to the meeting.

your shares. If the nominee does not receive voting instructions from you, it may vote only on proposals that are considered “routine” matters under applicable rules. A nominee’s inability to vote because it lacks discretionary authority to do so is commonly referred to as a “broker non-vote.” For a description of the effect of broker non-votes on each proposal to be made at the Annual Meeting, see

““What vote is required to approve each proposal?” below. ~~Only~~ Proposal No. 2, relating to the ratification of our independent registered audit firm, isand Proposal No. 3, relating to an amendment of our Amended and Restated Articles of Incorporation, are considered routine for the purposes of this rule.

Shareholder of Record: If you are a shareholder of record, there are several ways for you to vote your shares, as follows:

·

Beneficial Owner: If you are a beneficial owner, you should have received voting instructions from your broker, bank or other nominee. Beneficial owners must follow the voting instructions provided by their nominee in order to direct such broker, bank or other nominee as to how to vote their shares. The availability of telephone and Internet voting depends on the voting process of such broker, bank or nominee. Beneficial owners must obtain a legal proxy from their broker, bank or nominee prior to the Annual Meeting in order to vote in person.

Shareholders are entitled to one vote for each share of our common stock that they own as of the record date.

Yes. If you are a shareholder of record, you may revoke or change your vote before the proxy is exercised by filing with our Secretary a notice of revocation, delivering to us a new proxy, or by attending the meeting and voting in person. Shareholders of record who vote via the Internet or by telephone may change their votes by re-voting by those means. If you are a beneficial owner, you must follow instructions provided by your broker, bank or other nominee. A shareholder’s last timely vote, whether via the Internet, by telephone or by mail, is the one that will be counted.

Shareholders representing one-third of the outstanding shares entitled to vote at the meeting, present in person or by proxy, will constitute a quorum for the transaction of business at the meeting. Abstentions and broker

non-votes will be counted towards a quorum. At the close of business on ~~May 2, 2016,~~April 10, 2017, the record date for the meeting, there were ~~148,695,805~~200,827,458 shares of our common stock outstanding.

Our Board recommends a vote ~~FOR~~“FOR” each proposal set forth in this Proxy Statement.

If any other matters are brought before the meeting, the proxy holders will vote as recommended by our Board. If no recommendation ifis given, the proxy holders will vote in their discretion.

You may vote “FOR” or “WITHHOLD” authority to vote on Proposal No. 1, relating to the election of directors. Members of the Board are elected by a plurality of votes cast. This means that the ~~eight~~five nominees who receive the largest number of “FOR” votes cast will be elected. While directors are elected by a plurality of votes cast, our Board has adopted a majority voting policy which provides for majority voting for directors in uncontested elections. Under our majority voting policy, any incumbent director nominee who receives a greater number of “WITHHOLD” votes than “FOR” votes with respect to his or her election at the Annual Meeting shall tender his or her resignation promptly after the final vote. Our Board, within 90 days of receiving the certified voting results pertaining to the election, will decide whether to accept the resignation of any unsuccessful incumbent, or whether other action should be taken, through a process managed by the Nominating Committee. In reaching its decision, the Board may consider any factors it deems relevant, including the stated reasons, if any, why stockholders withheld their votes, possible alternatives for curing such underlying cause of withheld votes, the director’s tenure, the director’s qualifications, the director’s past and expected future contributions to us, the overall composition of the Board, and whether accepting the tendered resignation would cause us to fail to meet any applicable rule or regulation, including NYSE MKT listing standards and Securities and Exchange Commission (“SEC”) regulations. The Board will promptly disclose the decision whether to accept the director’s resignation offer (and the reasons for rejecting the resignation, if applicable) in a document filed with the SEC. There is no cumulative voting for directors.

You may vote “FOR” or “AGAINST” Proposal No. 2, relating to the ratification of Deloitte & Touche LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2017. Proposal No. 2 will be approved if the votes cast in favor of the proposal exceed the votes cast against the proposal.

You may vote “FOR” or “AGAINST” Proposal No. 3, relating to the approval of an amendment of the Company’s Amended and Restated Articles of Incorporation to change the name of the Company from Synergy Resources Corporation to SRC Energy Inc. Proposal No. 3 will be approved if the votes cast in favor of the proposal exceed the votes cast against the proposal.

Abstentions and broker non-votes will have no effect on the outcome of the vote on ~~either proposal.~~

any of the proposals.

During the last eighteen months, a new senior management team directed a series of restructuring, expansion, and modernization initiatives designed to improve efficiencies and strengthen the competitiveness of our operating business. These initiatives took on increased importance following the 2014 collapse of the global energy industry. In particular, we accomplished the following:

In 2016, the new management team’s efforts began to take effect, contributing to a total shareholder return (“TSR”) of approximately 59% from the time of the GC Acquisition and related equity offering (i.e., May 9, 2016) through year-end, ranking fourth among our 2016 compensation peer group for this period. In addition, TSR was 4.6% for 2016 and 25.6% over the past five calendar years, placing the Company first among the 2016 compensation peer group for five-year TSR during the period.

As of the date of this Proxy Statement and as permitted by the Company’s bylaws, the Board consists of ~~eight~~five directors. ~~Current directors William E. Scaff, Jr., Edward Holloway and R.W. Noffsinger, III will not stand for re-election at the Annual Meeting.~~ The Nominating Committee ~~of the Board~~ and the Board have nominated ~~Paul J. Korus as a new candidate for election at the Annual Meeting, and have nominated~~ each current director, ~~other than~~i.e., Messrs. ~~Scaff, Holloway~~Peterson, McElhaney, Aydin, Kelly and ~~Noffsinger~~Korus, for re-election. Each candidate elected will serve a one-year term, subject to such person’s earlier resignation or removal. ~~Mr.~~ ~~Korus’s nomination was initially recommended by our Chief Executive Officer.~~

The appointed proxies will vote your shares in accordance with your instructions and for the election of the director nominees unless you withhold your authority to vote for one or more of them. The Board does not contemplate that any of the director nominees will become unavailable for any reason; however, if any director is unable to stand for election, the Board may reduce its size or select a substitute. Your proxy cannot otherwise be voted for a person who is not named in this Proxy Statement as a candidate for director or for a greater number of persons than the number of director nominees named. There is no cumulative voting for directors.

Lynn A. Peterson — – Mr. Peterson joined ~~Synergy~~the Company in May 2015 and currently serves as the Chairman of the Board, ~~President and~~ Chief Executive ~~Officer.~~Officer and President. He was a co-founder of Kodiak Oil & Gas Corporation (“Kodiak”), and served Kodiak as a director (2001-2014) and as its President, Chief Executive Officer (2002-2014) and Chairman of the Board (2011-2014), until its acquisition by Whiting Petroleum Corporation in December 2014. Mr. Peterson served as a director of Whiting Petroleum Corporation from December 2014 to June 2015. Mr. Peterson has over 3035 years of industry experience. He graduated from the University of Northern Colorado with a Bachelor of Science in Accounting.

James P. Henderson — – Mr. Henderson joined ~~Synergy~~the Company in August 2015 and currently serves as Executive Vice President and Chief Financial Officer. He was the Chief Financial Officer of Kodiak from 2007 to 2014 until its acquisition by Whiting Petroleum Corporation in December 2014. Mr. Henderson has over 25 years of industry experience and holds a Bachelor’s degree in Accounting from Texas Tech University and a Master of Business Administration degree from Regis University.

~~Craig D. Rasmuson~~Cathleen M. Osborn ~~— Mr. Rasmuson~~–Ms. Osborn joined ~~Synergy~~the Company in ~~September 2008~~August, 2015. Her background includes over 30 years of corporate and ~~currently serves as our Chief Operating Officer.~~transactional work in the energy industry. Prior to joining ~~Synergy,~~ the Company, Ms. Osborn served as Deputy General Counsel for Whiting Petroleum Corporation from December 2014 through August 2015, and as General Counsel for Kodiak from 2011 through December 2014. Ms. Osborn received her Juris Doctor degree from the University of Denver School of Law.

Michael J. Eberhard–Mr. ~~Rasmuson~~Eberhard joined the Company in August, 2015. Mr. Eberhard has over 35 years of industry experience focused on field development optimization. Before joining the Company, he served as Completions Manager for Anadarko Petroleum’s DJ Basin program, a position he held from July 2011 to July 2015. From 1981 to 2011 he worked ~~with DCP Midstream~~for Halliburton Energy Services in various sales and technical roles, including as Regional Technical Manager from May ~~2006~~2004 to ~~January 2008 as its Right-of-Way Agent~~July 2011. Mr. Eberhard graduated from Montana State University. He served on the Society of Petroleum Engineers Board of Directors from 2012 to 2015. He has authored or co-authored several Society of Petroleum Engineers papers and industry articles. He also holds a U.S. Patent for ~~PDC Energy~~3D seismic data conversion.

Nicholas A. Spence–Mr. Spence joined the Company in October 2015. He worked for Anadarko Petroleum from January ~~2008~~2011 until September 2015 in a variety of roles focused on operations in the Rocky Mountain region including Completions Manager (May 2015 to September ~~2008 as its Field Landman.~~

~~Rick A. Wilber~~ —2015), Drilling Engineering Manager (from January 2011 to November 2013 and from May 2014 to May 2015), and Engineering Manager (December 2013 to May 2014). Mr. ~~Wilber~~Spence began his career with Union Pacific Resources in 1989. Mr. Spence holds a Bachelor of Science in Petroleum Engineering from the Colorado School of Mines.

Raymond E. McElhaney – Mr. McElhaney has been one of our directors since September 2008. Since 1984, Mr. Wilber has been a private investor in, and a consultant to, numerous development stage companies. In 1974, Mr. Wilber was co-founder of Champs Sporting Goods, a retail sporting goods chain, and served as its President from 1974-1984. He has been a director of Ultimate Software Group Inc. since October 2002 and serves as a member of its audit and compensation committees. He served as a director of Royce Laboratories, Inc., a pharmaceutical concern, from 1990 until it was sold to Watson Pharmaceuticals, Inc. in April 1997 and was a member of its compensation committee. Mr. Wilber graduated from the United States Military Academy at West Point.

~~Raymond E. McElhaney~~ ~~— Mr. McElhaney has been one of our directors~~ since May 2005. Since January 2013, he has been the President of Longhorn Investments, LLC, a private financial company. From 1990 until December 2012, he was the President of MCM Capital Management Inc., a privately held financial management company. Mr. McElhaney was ~~a former~~formerly an officer and director of Wyoming Oil and Minerals and a director of United States Exploration, Inc., both publicly traded companies. In addition, Mr. McElhaney was previously a managing partner of Waco Pipeline, a natural gas gathering system. Mr. McElhaney received his Bachelor of Science Degree in Business Administration from the University of Northern Colorado in 1978.

Jack N. Aydin—– Mr. Aydin ~~was appointed as~~has been one of our directors insince July 2014. Mr. Aydin was employed as an analyst by KeyBanc Capital Markets from 1973 through July 1, 2014, most recently serving as Senior Managing Director since ~~April 2002.~~2000. With KeyBanc, Mr. Aydin concentrated his analyst coverage on integrated oil companies and the exploration and production sector and, for the latter part of his tenure, focused in particular on small to mid-cap exploration and production companies. Mr. Aydin has been a member of the board of directors of Rex Energy Corporation since 2015. Mr. Aydin is a member of the National Association of Petroleum Investment Analysts, and a past member of the Oil Analysts Group of New York and the New York Society of Security Analysts. Mr. Aydin holds an M.B.A. degree in finance and economics, as well as a Bachelor of Science degree in Business Administration, from Fairleigh Dickinson University in New Jersey, and a Bachelor of Science degree in Philosophy from St. Ephraim College in Mosul, Iraq.

Daniel E. Kelly — – Mr. Kelly ~~was appointed as~~has been one of our directors insince February 2016. Mr. Kelly is currently President and director of Santa Rita Resources LLC. Mr. Kelly retired from Noble Energy, Inc. in March 2015, where he served as Vice President of Regional Strategy and Planning from June 2014 to March 2015. In that role, he focused on governmental and industry relations and community engagement in the DJ Basin, and served on Governor Hickenlooper’s task force on oil and gas development issues. He served as Noble’s Vice President of Operations for the DJ Basin from June 2008 to May 2014, and as a Business Unit Manager in the DJ Basin for Noble from January 2006 to May 2008. Prior to that, he served in various engineering, operational

and management roles for Noble and other oil and gas companies beginning in 1982. He holds a B.S. in Petroleum Engineering from the Colorado School of Mines.

Paul J. Korus — – Mr. Korus has been one of our directors since June 2016. Mr. Korus was the Senior Vice President and Chief Financial Officer of Cimarex Energy Co. from September of 2002 until his retirement in 2015, and held the same positions with its predecessor, Key Production Company, from 1999 through 2002. He was a senior investment research analyst with Petrie Parkman & CoCo. from 1995 through 1999, and was with Apache Corporation for thirteen years prior to that. Mr. Korus graduated from the University of North Dakota with a Bachelor of Science in Economics, and also earned a Master of Science in Accounting there.

Our business is managed under the direction of the Board, with Mr. Peterson acting as ~~Chairman of the Board.~~Chairman. None of our independent directors has been formally designated as the lead independent director, and we do not have a policy regarding separation of the CEO and Chairman positions. We believe this structure is appropriate at this time in light of the size of the Board and ~~our company.~~

the Company.

In performing its duties, the Board oversees the Company’s identification and management of its critical business risks. Risks are considered on a continuous basis, including in connection with acquisition and hedging activities.

The Board meets regularly to review significant developments affecting us and to act on matters requiring its approval. Directors are requested to make attendance at meetings of the Board and Board committees a priority, to come to meetings prepared, having read any materials provided to them prior to the meetings and to participate actively in the meetings. The Board held ~~three~~14 meetings ~~during~~in the ~~Transition Period~~year ended December 31, 2016 and acted ~~eight~~three times by written ~~consent, primarily with respect to minor matters. All directors~~consent. No director attended ~~all~~fewer than 75% of the meetings of the Board ~~meetings and committee meetings for the~~(and any committees ~~on which they served during the Transition Period,~~thereof) that he was requested to attend, either in person or via telephone ~~conference, except that one director was absent from one meeting of the Compensation Committee.~~conference. Directors are not required to attend the annual shareholders’ meeting; however, all directors are expected to attend the June ~~22, 2016~~15, 2017 meeting. All of the directors then in office attended the 2016 annual meeting held on ~~December 15, 2015.~~

June 22, 2016.

The Audit Committee, established in ~~the place of Mr. Noffsinger. The Board has not yet determined whether any other changes in committee assignments will be made as a result~~accordance with Section 3(a)(58)(A) of the ~~anticipated changes in Board membership discussed above. Mr. Korus qualifies~~Securities Exchange Act of 1934, as ~~an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K.~~

~~The~~ ~~Audit Committee~~amended (the “Exchange Act”), currently consists of Messrs. ~~Aydin,~~Korus, McElhaney and ~~Noffsinger,~~Aydin, with Mr. ~~Noffsinger~~Korus acting as Chairman. The primary function of the Audit Committee is to assist the Board in its oversight of our financial reporting process. Among other things, the committee is responsible for reviewing and selecting our independent registered public accounting firm and reviewing our accounting practices. The Board has adopted a written charter for the Audit Committee, a copy of which can be found on the Company’s website at: ~~www.syrginfo.com~~www.srcenergy.com. The Board has determined that Mr. ~~Noffsinger~~Korus qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of SEC Regulation S-K and that each member of the committee is independent under applicable NYSE MKT and SEC rules. During the ~~Transition Period,~~year ended December 31, 2016, the Audit Committee held ~~one meeting.~~

nine meetings and acted once by written consent.

The Compensation Committee currently consists of Messrs. Aydin, ~~Wilber~~McElhaney and ~~McElhaney,~~Kelly, with Mr. Aydin acting as Chairman. The Compensation Committee’s primary function is to evaluate and approve the Company’s compensation plans and programs for officers, including our Chief Executive

Officer. The Board has adopted a written charter for the Compensation Committee, a copy of which can be found on the Company’s website at: ~~www.syrginfo.com~~www.srcenergy.com. The Board has determined that each member of the committee is independent under applicable NYSE MKT rules. During the ~~Transition Period,~~year ended December 31, 2016, the Compensation Committee held ~~two~~ six meetings and acted once by written ~~consent once.~~consent.

The Nominating Committee currently consists of Messrs. ~~Wilber,~~ McElhaney, Aydin and ~~Noffsinger~~Kelly, with Mr. ~~Wilber~~McElhaney acting as Chairman. The Nominating Committee’s primary functions are to identify, evaluate and recommend

to the Board qualified candidates for election or appointment to the Board. The Board has adopted a written charter for the Nominating Committee, ~~does not have~~ a ~~written charter.~~ copy of which can be found on the Company’s website at: www.srcenergy.com.The Board has determined that each member of the committee is independent under applicable NYSE MKT rules. ~~The~~During the year ended December 31, 2016, the Nominating Committee ~~did not hold any meetings during the Transition Period.~~held

four meetings.

The Board has not established any specific qualifications or skills a nominee must meet to serve as a director.

Qualifications for consideration as a nominee may vary according to the particular area of expertise being sought as a complement to the existing Board composition. However, in making its nominations, the Nominating Committee considers, among other things, an individual’s business experience, industry experience, financial background, breadth of knowledge about issues affecting our business, time available for meetings and consultation, integrity, independence, diversity of experience, leadership and relevant skills. The Nominating Committee does not have a formal policy with respect to the consideration of diversity when assessing directors and directorial candidates, but considers diversity as part of its overall assessment of the Board’s functioning and needs. The committee may retain a search firm to assist it in identifying potential candidates, but it has not done so to date.

The Board has determined that each of Messrs. ~~Wilber,~~ McElhaney,Aydin, Kelly and Korus is independent under NYSE MKT rules.

In connection with its oversight of our operations and governance, the Board has adopted, among other things, a Code of ~~Business Conduct and~~ Ethics to provide guidance to directors, officers and employees

with regard to certain ethical and compliance issues and charters of the Audit Committee, the Compensation Committee and the ~~Compensation~~Nominating Committee of the Board. Each of these documents can be viewed on our website at ~~www.syrginfo.com~~www.srcenergy.com under the heading “Investor Relations” and the subheading “Corporate Governance.” We will disclose on our website any amendment or waiver of the Code of ~~Business Conduct and~~ Ethics in the manner required by SEC and NYSE MKT rules. Copies of the foregoing documents and disclosures are available without charge to any person who requests them. Requests should be directed to ~~Synergy Resources Corporation,~~SRC Energy Inc., Attn: Secretary, ~~1625~~1675 Broadway, Suite ~~300,~~2600, Denver, Colorado 80202.

Non-Employee directors’ compensation ~~arrangements for the Company’s directors:~~

· Commencing December 1, 2014, each non-employee Board member will be paid an annual retainer of $160,000 payable in quarterly installments, in either cash or shares of the Company’s common stock, at the election of the director.

· ~~Members of~~is reviewed annually by the Compensation Committee ~~Nominating Committee~~ and ~~Acquisition Committee are~~is approved by the Board. We compensate directors with a combination of cash and stock-based incentive compensation, to attract and retain qualified candidates to serve on our Board. No compensation is paid ~~an additional annual retainer of $4,000~~to our CEO for ~~their participation on each committee. Compensation for participation~~his service on the ~~Audit Committee is $8,000 annually per member. Committee Chairmen for all board committees receive an additional $2,000 annually.~~

In late 2015, the Company decided to transition to a director compensation structure that would include equity incentive compensation, in the form of time-vesting restricted stock or restricted stock units, as a significant portion of overall compensation, and a reduced annual retainer. Based on a market review and analysis, onBoard.

On December 14, 2015, the Company’s directors approved the following ~~revised~~ compensation arrangements for the Company’s non-employee ~~directors (excluding Messrs. Holloway and Scaff):~~

·directors:

In 2016, the Board adopted Share Ownership Requirements for the Company’s non-employee directors. Required ownership for non-employee directors is three times annual board cash compensation. Qualified holdings for non-employee directors are the same types of holdings (stock owned directly and unvested time-based restricted ~~stock)~~stock units) as the qualified holdings for the Company’s executives. For purposes of the policy,, the value of the shares held is measured on an annual basis. Non-employee directors ~~will~~ have a five year phase-in period in which to meet the ownership requirements.

The Board has established a practice pursuant to which it reviews, and approves and ratifies when deemed appropriate, transactions with related parties including directors and executive officers of the Company and entities in which such persons have a significant financial interest. Pursuant to this practice, any transaction between the Company and the related person(s) must be approved by a majority of the Company’s disinterested directors. In determining whether to approve or ratify a transaction, the disinterested directors will consider the relevant facts and circumstances of the transaction, which may include factors such as the relationship of the related person with the Company, the business purpose and reasonableness of the transaction, whether the transaction is comparable to a transaction that could be available to the Company onfrom an ~~arms-length basis~~unrelated party and the impact of the transaction on the Company’s business and operations.

The Company leases its Platteville, Colorado office and an equipment storage yard under a lease agreement with HS Land & Cattle, LLC (“HSLC”). HSLC is controlled by Ed Holloway and William Scaff, Jr., members of the Board. The lease term expired on July 1, 2015 and isdoes not currently ~~continuing on a month-to-month basis, at a monthly lease payment of $15,000.~~

~~The Company~~ ~~previously maintained~~ a program to acquire undeveloped mineral interests in several Colorado and Nebraska counties. George Seward, a member of the Board as of December 31, 2015, led that program. In the aggregate, the Company leased approximately 240,000 net mineral acres in the area. The Company agreed to compensate the persons, including Mr. Seward, who assisted in the acquisition effort. The compensation was paid in the form of restricted shares of the Company’s common stock. Mr. Seward resigned from the Board effective February 1, 2016.

~~Amounts received by Mr. Seward are summarized in the following table:~~

Four Months Ended

Year Ended August 31,

December 31, 2015

2015

2014

2013

Restricted shares of common stock

—

—

15,883

31,454

Value of restricted common stock (in thousands)

$
—

$
—

$
106

$
105

In addition, some of the mineral interests were leased from Mr. Seward. The following table summarizes the net acres leased from Mr. Seward, the number of restricted common shares issued to him, and the value of those shares on the date of the transaction:

Four Months Ended

Year Ended August 31,

December 31, 2015

2015

2014

2013

Mineral acres leased

6,498

—

4,844

2,263

Shares of restricted common stock

22,515

—

40,435

22,202

Value of common stock (in thousands)

$
248

$
—

$
313

$
91

The Company processes revenue distribution payments to entities that own mineral interests in wells which the Company operates, including payments to four of the Company’s directors or their affiliates, Lynn A. Peterson, Ed Holloway, William Scaff, Jr., and George Seward. The royalty payments made to directors or their affiliates totaled $62,000 for the four months ended December 31, 2015.

have any material related party transactions.

The election of Messrs. Peterson, ~~Wilber,~~ McElhaney, Aydin, Kelly and Korus to the Board will be approved if the number of votes cast ~~in favor of~~“FOR” those candidates exceeds the number of votes cast for other candidates, if any. Abstentions and broker non-votes will have no effect on the outcome of the vote.

Under our majority voting policy, any director nominee who receives a greater number of “WITHHOLD” votes than “FOR” votes with

respect to their election is required to tender his resignation promptly after the final vote. See the description of our majority voting policy in “QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND PROCEDURAL MATTERS” above.

The Board recommends that you vote ~~FOR~~“FOR” the election of Messrs. Peterson, ~~Wilber,~~ McElhaney, Aydin, Kelly and Korus as directors of the Company.

The Audit Committee has selected ~~EKS&H LLLP,~~ Deloitte & Touche LLP, an independent registered public accounting firm, to audit the books and records of the Company for the fiscal year ending December 31, ~~2016~~2017 and the Company is submitting the appointment of ~~EKS&H~~ Deloitte & Touche LLP to the shareholders for ratification. If the appointment is not ratified, the Audit Committee will reconsider its selection. In addition, the Audit Committee may elect to appoint a different independent registered public accounting firm for the year ending December 31, ~~2016~~2017 or any other period at any time if it determines that doing so would be in the best interests of the Company and its shareholders, regardless of the outcome of the vote on this proposal. A representative of ~~EKS&H LLLP~~ Deloitte & Touche LLP is expected to be present at the shareholders’ meeting and will have an opportunity to make a statement if he or she so desires, and will be available to respond to appropriate questions.

During the years ended August 31, 2014 and 2015, the four-month period ended December 31, 2015 and ~~2014,~~prior to the effective date of the engagement, the Company did not consult with Deloitte & Touche LLP regarding (a) the application of accounting principles to a specified transaction, either completed or proposed, (b) the type of audit opinion that might be rendered on the Company’s financial statements by Deloitte & Touche LLP, in either case where a written report or oral advice provided by Deloitte & Touche LLP that Deloitte & Touche LLP determined would be an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issues or (c) any other matter that was the subject of a disagreement between the Company and its former auditor or was a reportable event (as described in Items 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K, respectively).

For the year ended December 31, 2016, fees paid or accrued to Deloitte & Touche LLP were:

The Audit Committee reviewed and discussed the Company’s audited consolidated financial statements for the year ended December 31, 2016 (the “Audited Financial Statements”) with the Company’s management and Deloitte & Touche LLP. The Audit Committee also discussed with Deloitte & Touche LLP the matters required to be discussed by Statement of Auditing Standards No. 61 (Codification of Statements of Auditing Standards AU § 380) as adopted by the PCAOB in Rule 3200T, as amended. The Audit Committee has received the written disclosures and the letter from Deloitte & Touche LLP required by PCAOB Rule 3526 and has discussed with Deloitte & Touche LLP its independence from the Company. The Audit Committee has discussed with management and Deloitte & Touche LLP such other matters and received such assurances from them as the Audit Committee deemed appropriate.

The ratification of the appointment of ~~EKS&H LLLP~~Deloitte & Touche LLP as our independent registered accounting firm for the year ending December 31, ~~2016~~2017 will be approved if the votes cast in favor of the proposal exceed the votes cast against it. Abstentions and broker non-votes will have no effect on the outcome of the vote.

The Board recommends that you vote ~~FOR~~“FOR” the proposal to ratify the appointment of ~~EKS&H LLLP~~Deloitte & Touche LLP as our independent registered accounting firm for the year ended December 31, ~~2016.~~

~~EXECUTIVE COMPENSATION~~2017.

The Company proposes to effect the amendment to the Amended and Restated Articles of Incorporation through the adoption of a Second Amended and Restated Articles of Incorporation. If approved, the Second Amended and Restated Articles of Incorporation will become effective upon filing with the Secretary of State of the State of Colorado. The proposed form of the Second Amended and Restated Articles of Incorporation is attached as Appendix A and is incorporated by reference in this Proxy Statement, which form is, however, subject to change as may be necessary or required by the Colorado Secretary of State.

The approval of the amendment to our Amended and Restated Articles of Incorporation will be approved if the votes cast in favor of the proposal exceed the votes cast against it. Abstentions and broker non-votes will have no effect on the outcome of the vote.

The Board recommends that you vote “FOR” the proposal to approve the amendment of the Company’s Amended and Restated Articles of Incorporation to change the name of the Company from Synergy Resources Corporation to SRC Energy Inc.

The Compensation Committee of the Board of Directors of the Company has reviewed and discussed the following Compensation Discussion and Analysis

with management and, based on its review and discussions, recommends its inclusion in this Proxy Statement.

This Compensation Discussion and Analysis (“CD&A”) outlines the Company’s executive compensation program for its named executive officers (“NEOs”) for ~~the Transition Period. In addition, the CD&A contains certain information regarding compensation decisions relating to the fiscal year ended August 31, 2015 and calendar year~~ 2016. We believe this additional disclosure helps to place in context the compensation of our NEOs for the Transition Period, particularly in light of the unique nature of the Transition Period and the significant changes we made to our executive compensation programs for calendar 2016 in response to the outcome of the vote on our recent “say-on-pay” proposal. This CD&A includes information on our compensation philosophy, how compensation decisions are made, the overall objectives of the Company’s compensation program, a description of the various components of compensation that are provided, and additional information pertinent to understanding the NEO’s compensation program. For a complete discussion on the compensation paid to the Named Executive Officers during the fiscal year ended August 31, 2015, please see the CD&A section of the Proxy Statement for the 2015 Annual Meeting of Shareholders (filed on November 9, 2015).

Our NEOs for ~~the Transition Period~~2016 were:

· ~~Edward Holloway, former Co-Chief Executive Officer (resigned effective December 31, 2015);~~

· ~~William E. Scaff, Jr., former Co-Chief Executive Officer and Treasurer (resigned effective December 31, 2015);~~

·

The Compensation Committee has overall responsibility for the compensation program for our NEOs. The Compensation Committee reviews, adopts, and oversees our compensation strategy, policies, plans, and programs.

In evaluating executive officer pay, the Compensation Committee may retain the services of an independent compensation consultant or research ~~firm and~~firm. The Compensation Committee may also consider recommendations from our Chief Executive Officer ~~and persons serving in managerial positions over a particular executive officer with respect to goals and compensation of the executive officer.~~(other than for himself). Our Compensation Committee

assesses the information it receives in accordance with its business judgment. All decisions with respect to executive compensation ~~other than compensation for our Chief Executive Officer,~~ are first approved by our Compensation Committee and then submitted, together with the Compensation Committee’s recommendations, to our Board for final approval.

We choose to pay the various elements of compensation discussed in this CD&A in order to attract, retain, and motivate our high performing and well respected executive talent, reward annual performance, and to provide incentives for the achievement of intermediate and long-term strategic goals.

~~Leadership Changes~~

~~We experienced significant leadership changes during~~In 2016, the ~~Transition Period, which drove certain out~~Compensation Committee retained the services of Compensation & Benefit Solutions, LLC (“CBS” or the “Compensation Consultant”) to assist in the design of a compensation program for 2016 and future years that is more directly linked to shareholder return. As a result of the ordinary compensation actions. On December 14, 2015, the board of directors accepted the resignations of Messrs. Holloway and Scaff, effective December 31, 2015. Pursuant to their resignations, the employment agreements with Messrs. Holloway and Scaff were terminated effective December 31, 2015. As part of the arrangement, Messrs. Holloway and Scaff entered into consulting agreements withanalysis, the Company ~~which provide~~adopted an executive pay program that the former Co-CEOs would provide advice to Mr. Peterson on an as requested basis in the areas of acquisitions and special projects, or as otherwise requested by Mr. Peterson. In exchange for their services, the Company agreed to pay each $70,000 per month during the five-month period ending May 31, 2016, and each received title to the Company vehicle which was assigned to them at the time of resignation. In addition, in recognition of past services, Messrs. Holloway and Scaff were each awarded a $375,000 discretionary bonus, as well as 200,000 shares of common stock of the Company. Lastly, upon their resignations, all unvested equity awards held by Messrs. Holloway and Scaff were accelerated. Messrs. Holloway and Scaff will not be eligible to receive any additional compensation for any continued service on the Board following their resignations.

Additionally, on March 30, 2016, Mr. Jennings notified the Company that after his employment agreement expires on May 31, 2016, he will not continue his employment with the Company, including his position as the Chief Accounting Officer of the Company. His resignation is detailed further below.~~as Chief Accounting Officer~~ ~~became effective on May 16, 2016.~~

~~2015 Market and Industry Context~~

In the past year, the oil and gas industry has witnessed extraordinary volatility. Exploration and production focused companies in particular have experienced some of the worst of this volatility. Following a decline in oil and gas prices in 2014 of approximately 40% and 35%, respectively, oil and gas prices remained under pressure in 2015, largely related to foreign market pressures and strong domestic production. However, the Company believes that it remains well positioned even in such an uncertain market. The Company has grown its production at over a 100% compounded annual rate since 2011, while maintaining an efficient cost structure and low leverage profile. The Company’s focus remains the Wattenberg Field, and we continue to attract key talented individuals with deep and relevant experience operating in the field. The Company retains a high degree of operational and financial flexibility, generally allowing it to increase or decrease its activities at its own discretion.

The following are operational and financial highlights for the ~~four months~~year ended December 31, ~~2015:~~

· ~~Revenues decreased 36% to $34.1 million for~~2016:

The Company firmly believes in the “pay for performance” philosophy whereby compensation for our named executive officers and ~~as such,~~entire leadership team is aligned with the Company’s operating philosophy of emphasizing risk management and financial stability while striving to achieve long-term shareholder value. Because stock price performance is reflective of shareholder value, TSR is an important metric to the Board and management. The charts below display the Company’s three- and five-year TSR ~~of Synergy~~

~~(58%~~(-1.3% and ~~199%~~25.6%, respectively) as compared to the ~~same metric for~~annualized five year TSR of our 2016 peer group and to the S&P MidCap 400 Energy ~~Index.~~Index, respectively. In addition, included is our TSR comparison for the period from May 9, 2016 to December 31, 2016 (59.1%), reflecting performance since the GC Acquisition. These charts display the Company’s significant TSR performance in a period where much of the industry has seen a loss in shareholder value due to the impacts of external market factors. The TSR charts below reflect trading prices through December 31, ~~2015.~~

2016.

In order to strengthen the pay for performance linkage in the Company’s compensation packages, over the past two years the Compensation Committee worked to ensure that compensation for our named executive officers and entire leadership team is aligned with the Company’s operating philosophy of emphasizing risk management and financial stability while striving to achieve long-term shareholder value. These efforts have included:

Based on this philosophy, a significant portion of our ~~NEO’s~~NEOs’ compensation ~~will be~~was awarded in the form of performance-based short-term cash incentives and shareholder return-based long-term equity incentives. Each of these incentives plays a role in aligning pay with the Company’s performance and in aligning the long-term financial interests of our ~~named executive officers~~NEOs with those of our stockholders. Each of these incentives is earned, or value from them is achieved, based on the performance of the Company and the executive.

The following table includes the peer companies that ~~will comprise~~comprised the 2016 Compensation Peer Group which ~~will be~~was utilized by the Compensation Committee as part of ~~prospective~~ compensation decisions.

The Compensation Committee intends to review this peer group on an annual basis, and may make adjustments to the companies that are included or excluded in order to reflect the shifting landscape within

the industry and to ensure that the peer group ~~for~~adequately reflects the ~~Transition Period, the Compensation Committee ultimately decided to remove it from the peer group for all compensation evaluations going forward on account~~nature of the ~~company’s ongoing bankruptcy proceedings.~~

Company’s operations and competition for talent.

The Compensation Committee’s current focus is primarily ~~to incentivize~~on incentivizing and ~~reward~~rewarding performance that increases shareholder value and that supports the growth of the Company. Accordingly, our compensation programs are not largely driven by tax and accounting considerations. However, where appropriate, the Committee may consider the tax and accounting ramifications of the Company’s plans, arrangements, and agreements. Specifically, Section 162(m) of the Internal Revenue Code of 1986, as amended, limits the amount of compensation in excess of $1,000,000 that the Company may deduct in any one year with respect to its chief executive officer and three other most highly compensated executive officers (excluding the chief financial officer) whose compensation must be included in this proxy statement because they are the most highly compensated executive officers. There are exceptions to the $1,000,000 limitation for performance-based compensation meeting certain requirements. The Company ~~believes~~intends that ~~it has satisfied all~~certain of ~~the requirements for the~~its performance-based short-term incentive and performance-based long-term equity incentive awards to qualify as “performance-based” within the meaning of Section 162(m), so that itsuch compensation is fully deductible by the Company without regard to the $1,000,000 limit.

However, full deductibility of such awards is not guaranteed, and we may choose to pay nondeductible compensation if we deem it necessary or desirable to attract, retain and reward the executive talent necessary for our success.

The Board has authorized the Compensation Committee to have primary oversight over the compensation of our NEOs. Our Chief Executive Officer ~~(and previously, our Co-CEOs)~~ also plays an important role in the executive compensation process, in overseeing the performance and dynamics of the executive team and generally keeping the Compensation Committee informed of business objectives and the performance of the NEOs other than himself. The Compensation Committee independently reviews and evaluates the performance of the executive team in light of the recommendations made by the ~~Co-Chief~~Chief Executive Officer. As such, all final approvals regarding the NEOs’ compensation remain with the Compensation Committee. ~~Finally,~~Additionally, the Compensation Committee ~~may retain~~retains an independent consulting firm and/or legal counsel experienced in executive and overall compensation practices and policies to assist the Compensation Committee in calibrating the form and amount of executive compensation.

In late 2015, ~~compensation decisions,~~ the Company engaged ~~the Compensation Consultant~~CBS to assist with a thorough review of the Company’s executive compensation practices, and to design and implement a pay-for-performance oriented compensation program for the Company’s NEOs and other ~~executive officers.~~officers for 2016. The information provided by the Compensation Consultant was utilized by the Compensation Committee in ~~adjusting compensation packages for the Transition Period as well as setting the compensation programs for 2016.~~

~~For 2016 compensation, CBS assisted us in the process of~~ designing a ~~new~~ compensation program for 2016, which included the following:

·

Our review of executive officer compensation encompasses both the structure of our executive compensation program and the targeted amount of compensation. When making compensation decisions, the Compensation Committee considered multiple sources of internal and external data. However, because comparative compensation information is just one of the several analytical tools that we ~~used~~use in setting executive compensation, the Compensation Committee utilizes its judgment in determining the nature and extent of its use of comparative companies. When exercising its discretion, the Compensation Committee may consider factors such as the nature of the officer’s duties and responsibilities as compared

to the corresponding position in the peer companies, the experience and value the executive brings to the role, the executive’s performance results, the success demonstrated in meeting financial and other business objectives, the relationship of compensation earned compared to Company performance, and the impact on the internal equity of our pay structure within ~~our~~the Company.

In 2016, the Company ~~has determined to implement~~implemented an annualized compensation setting process (aside from certain circumstances that might require intermediate activity)~~. For example,~~, whereby the ~~Company intends to review~~Compensation Committee reviews base salaries and target incentive awards at the beginning of each calendar year, with performance criteria established prior to the end of the first quarter of the Company’s new fiscal year. Following completion of the fiscal year (or performance period, as applicable), the Company will determine the short-term incentive cash payouts for the NEOs. Additionally, following completion of the applicable performance period for long-term equity incentive awards, the Company will determine what portion, if any, of such awards will be deemed earned and vested. ~~In addition,~~Finally, the Compensation Committee ~~will review~~reviews compensation on an as needed basis, including when new employees are hired, existing employees are promoted, or when other factors it deems relevant merit a compensation review.

The Company’s executive compensation program has three components: base salary, annual cash-based short-term incentive awards, and long-term equity compensation. In addition to the cash and equity components of compensation, the NEOs also participate in the Company’s health and retirement benefits ~~programs.~~

programs generally available to all employees.

In furtherance of the linkage between pay and performance, the Company requires that a significant portion of each NEO’s pay be comprised of variable/at-risk elements. For 2016, the mix of fixed to variable/at-risk pay for both the CEO, and the average of the other NEOs, was as follows:

Base salary is designed to compensate our NEOs at a fixed level of compensation that provides some financial certainty and security for our NEOs, and also serves as a retention tool throughout the executive’s career. In determining base salaries, our Compensation Committee considers many things, including each executive’s role and responsibilities with the Company, unique skills, ~~base salary at the executive’s existing employer,~~ future potential with the Company, salary levels for similar positions in our market, and internal pay equity.

The ~~Company took the~~ following ~~actions with respect to NEO~~table shows our NEO’s respective base salaries for ~~the year ended August 31, 2015, and they remained in effect for the Transition Period:~~

2016:

Annual cash-based ~~STI~~short-term incentive (“STI”) awards are designed to incentivize our NEOs through a variable compensation program based on the Company’s as well as the individual’s performance. Previously, our annual STI program was managed at the discretion of the Compensation Committee based on its review of both Company and the individual performance of each NEO during the fiscal year. Going forward, STI compensation awards will be set and determined according to mostly objective performance metrics. As stated above, based on the analysis provided by CBS, the Company decided to adopt an objective, performance-based STI program for 2016 and future years.

~~STI Compensation During the Transition Period~~

In December 2015, based on the data and analysis provided by the Compensation Consultant, the Compensation Committee awarded discretionary annual bonuses of $375,000 to each of Messrs. Holloway, Scaff, and Peterson for the Transition Period in recognition of past services and superior performance, including helping guide the Company through the leadership transition.

~~2016 STI Compensation Program~~

~~Beginning with the 2016 STI awards, award~~Award targets ~~will be~~are set as a percentage of each NEO’s base salary, with threshold and maximum opportunities available depending upon performance against the pre-established performance criteria.

~~Target STI awards for the NEOs will be set as follows:~~

~~Title~~	~~Target STI as % of Base Salary~~
~~CEO & Chairman~~	~~100~~	%
~~CFO~~	85	%
~~COO~~	50	%

Threshold performance will result in payouts equal to 50% of target, while maximum performance will result in payouts equal to 200% of target. Performance in between payout levels will result in pro-rated payouts. Performance below the threshold level will result in no payouts. Additionally, the Compensation Committee will retain negative discretion to adjust downward ~~adjust~~ any payouts if, in the Compensation Committee’s sole discretion, it ~~is believed~~believes that Company or individual performance does not warrant a payout at the determined level.

~~Each~~

In March 2016, we set target STI awards for the NEOs as follows:

In March 2016, for each STI award to be earned, ~~will be based on~~we established the following metrics and weightings:

Upon completion of the 2016 fiscal year, we reviewed the Company’s performance relative to the performance metrics described above. Results for 2016 were as follows:

Overall, we believe the Company far exceeded the operational and financial performance targets for 2016, in addition to completing the GC Acquisition and related equity offering, which dramatically changed the Company’s profile. Further, and in light of the high level of performance detailed in the “Executive Summary—Operational and Financial Highlights” section above, the Company determined that the actual bonus amounts earned for 2016 performance were as follows:

The Company believes that performance-based equity awards that are directly tied to shareholder return should be a significant portion of the ~~LTI program going forward.~~long-term incentive (“LTI”) program. However, the Company also recognizes the retentive value of time-based awards and believes that a well-rounded LTI compensation program is ~~both~~ linked to shareholder return while also providing the NEOs with a ~~level~~certain amount of ~~financial security so~~compensation as to avoid incentivizing excessive risk taking. As such, the Company ~~has~~ designed and implemented a new structure for all equity awards granted in 2016.

Under the new structure, each NEO ~~will be~~is eligible for a target award value based on a ~~percent~~percentage of base salary.

~~Target LTI awards for the NEOs will be determined as follows:~~

~~Title~~	~~Target LTI as % of Base Salary~~
~~CEO & Chairman~~	~~375~~	%
~~CFO~~	~~200~~	%
~~COO~~	~~125~~	%

~~Thirty~~ Generally, thirty percent (30%) of the target annual award value ~~will be~~was granted in the form of time-based restricted stock units (“RSUs”) which ~~will~~ vest in equal installments on each of the first three anniversaries of the grant date ifas long as the NEO remains employed with the ~~Company through the applicable service period.~~Company. The remaining 70% of the target annual equity award ~~will be~~was comprised of performance-based RSUs (“PSUs”) which ~~will be~~are subject to a three-year performance period. The PSUs will vest, if at all, based on the Company’s TSR relative to a selected peer group of companies (i.e., relative TSR) over the performance period. The peer group of companies used for determining the PSU payouts is not necessarily the same as the peer group utilized as part of the compensation determination process, although it is the Company’s intent that the PSU peer group will be comprised of companies that make upgenerally based on the compensation peer ~~group.~~

group above, with selected companies removed to better reflect a comparison to our life cycle as a company.

With ~~regards~~regard to the PSUs, performance at threshold levels will result in 50% of the target number of shares vesting, while performance at maximum levels will result in 200% of the target number of shares vesting. Further, should TSR for the Company be negative at the end of the performance period, vesting of awards will be limited to the target number of shares, irrespective of how the Company’s TSR compares to the TSR of the selected peer group companies. Finally, the Compensation Committee will retain negative discretion to adjust downward ~~adjust~~ the amount of an award that will vest should the Committee, in its sole discretion, believe that Company performance does not warrant vesting at the determined levels.

In March 2016, we set target LTI awards for the NEOs and made LTI compensation grants as follows:

The actual number of RSUs issued to each NEO was determined by dividing the individual’s 2016 LTI RSU award value by the five trading day average closing price of one share of the Company’s common stock, as reported by the NYSE MKT, for the period ending March 30, 2016 (being $7.60 per share), rounded down to the nearest whole number.The RSUs are scheduled to vest in three equal installments beginning on March 30, 2017, provided that the NEO remains employed with the Company or an affiliate continuously through the applicable vesting dates. In determining each NEO’s 2016 LTI RSU award value, for each of Peterson, Henderson, Osborn and Rasmuson, the RSU percentage was 30% of each respective NEO’s target LTI. For each of Eberhard and Spence, the RSU percentage was 50% of each respective NEO’s target LTI.

The number of target PSUs issued to each NEO was determined by dividing the individual’s 2016 LTI PSU award value by the five trading day average closing price of one share of the Company’s common stock, as reported by the NYSE MKT, for the period ending March 30, 2016 (being $7.60 per share), rounded down to the nearest whole number.In determining each NEO’s 2016 LTI PSU award value, for each of Peterson, Henderson, Osborn and Rasmuson, the PSU percentage was 70% of each respective NEO’s target LTI. For each of Eberhard and Spence, the PSU percentage was 50% of each respective NEO’s target LTI.

Each NEO shall vest in 0% - 200% of their respective target PSUs based on the relative TSR of the Company between January 1, 2016 and December 31, 2018, as measured against the TSR of certain peer companies over that period, provided that the NEO remains employed with the Company or an affiliate continuously from the grant date through December 31, 2018.

For the 2016 PSU awards, the number of shares ultimately earned will be determined as follows:

*In the event that the Company’s TSR is negative, the amount of shares vesting will be limited to 100% of target.

In addition to cash and equity compensation programs, NEOs participate in the health insurance programs generally available to ~~the~~all Company’s employees. All NEOs are eligible to participate in the Company’s 401(k) plan on the same basis as all other employees. The Company’s contributions to the 401(k) plan consist of a discretionary matching contribution equal to 100% of compensation deferrals not to exceed 3% of eligible

compensation plus 50% of compensation deferrals in excess of 3% of eligible compensation not to exceed more than 5% of eligible ~~compensation.~~compensation (which was raised to 6% for 2017). We do not have a defined benefit pension plan, profit sharing, or other retirement plan.

In 2016, the Board adopted ~~Share Ownership Requirements~~share ownership requirements for the Company’s NEOs and Vice Presidents. Required ownership ranges from 1 times to 6 times base salary. Qualified holdings include stock owned directly, as well as unvested time-based restricted ~~stock.~~stock and RSUs. The value of the shares held to determine ifwhether the ownership guidelines are met is measured on April 1 each year, as the average of the month end closing price for the 12 months preceding the date of calculation. ~~Applicable executives~~Executives subject to these requirements will have a ~~five year~~five-year phase-in period in which to meet the ownership ~~requirements.~~requirements, and will be required to hold 50% of the net shares vested or acquired under equity awards granted by the Company (excluding shares withheld or sold to cover applicable taxes on the vesting of such awards and/or the exercise price of the awards) until the ownership guidelines are satisfied. Below are the specific guidelines for the Company’s NEOs:

The Company has adopted a policy to expressly prohibit directors and officers from pledging Company securities as collateral or engaging in any hedging or monetization transaction related to ~~the~~ Company securities.

We believe that risks arising from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on the Company. In addition, the Compensation Committee believes that the mix and design of the elements of executive compensation do not encourage management to assume excessive risks.

~~The~~

For purposes of 2016 compensation, the Compensation Committee reviewed the elements of executive compensation to determine whether any portion of the executive compensation package encouraged excessive risk taking and concluded:

·

We provide our stockholders with the opportunity to cast a non-binding advisory vote on the compensation of our NEOs when required by SEC rules. In December 2015, at our annual meeting of shareholders, based upon total shares voted, our stockholders did not approve our NEOs’ compensation, with approximately 49% voting in favor and approximately 50% voting against (with approximately 1% abstaining). The Compensation Committee takes the views of our stockholders seriously and their dissatisfaction with our previous executive compensation programs, as well as the issues that were raised by certain proxy advisory firms with respect to historic pay agreements between the Company and its former executives that we believe were primarily responsible for the negative voting outcome. In response to the opinions of our stockholders and the issues raised with our historic pay agreements, the Company undertook a complete redesign of its executive compensation programs for calendar year 2016. The new compensation program for 2016 described in this CD&A was intended to address our stockholders’ concerns and the issues raised with our historic pay agreements, and was developed with the help of CBS, which was hired directly by the Compensation Committee in late 2015 to assist the Compensation Committee in evaluating and redefining the Company’s 2016 and future executive compensation policies and procedures.

On February 25, 2016, our Board of Directors approved a change of our fiscal year from August 31 to December 31, commencing with the twelve-month period beginning on January 1, 2016. Certain disclosures in this Proxy Statement cover the four-month Transition Period ended December 31, 2015. The following table shows the compensation paid or accrued to our NEOs for the ~~Transition Period (indicated as “TP”) and the~~ three most recently completed fiscal years of the ~~Company.~~

Name and Principal
Position

Fiscal
Year

Salary ($)

Bonus
($)(5)

Non-Equity Incentive
Plan Compensation(6)

Stock
Awards(7)

Option
Awards(8)

All Other
Compensation(9)

Total

Edward Holloway(10)

TP

$
319,612

$
375,000

—

$
2,000,000

—

$
1,000

$
2,695,612

Former Co-Chief Executive Officer

2015

$
1,197,000
(4)
$
350,000

$
600,000

—

—

$
10,400

$
2,157,404

2014

$
450,000

$
320,000

$
400,000

$
819,600

—

$
10,000

$
1,999,600

2013

$
330,000

$
200,000

—

—

—

$
10,000

$
540,000

William E. Scaff, Jr.(10)

TP

$
319,613

$
375,000

—

$
2,000,000

—

$
1,000

$
2,695,613

Former Co-Chief Executive Officer, Treasurer

2015

$
1,197,000
(4)
$
350,000

$
600,000

—

—

$
10,400

$
2,157,404

2014

$
450,000

$
320,000

$
400,000

$
819,600

—

$
10,000

$
1,999,600

2013

$
330,000

$
200,000

—

—

—

$
10,000

$
540,000

Lynn A. Peterson(1)

TP

$
200,000

$
375,000

—

$
1,001,000

—

$
8,975

$
1,584,975

President, Chairman and Chief Executive Officer

2015

$
150,000

$
250,000

—

$
2,865,000

$
9,699,023

—

$
12,964,023

James P. Henderson(2)

TP

$
125,000

$
126,000

—

$
220,500

$
779,323

$
9,080

$
1,259,903

Chief Financial Officer

2015

$
8,654

—

—

$
727,500

—

—

$
736,154

Craig D. Rasmuson(3)

TP

$
104,167

$
206,250

—

$
357,210

—

$
6,000

$
673,627

Chief Operating Officer

2015

$
264,584

$
250,000

—

$
489,200

—

$
10,400

$
1,014,184

2014

$
203,623

$
50,000

—

$
518,400

$
653,473

$
10,000

$
1,435,496

Frank L. Jennings(11)

TP

$
91,668

$
100,000

—

$
132,300

—

$
6,755

$
330,723

Chief Accounting Officer

2015

$
262,506

$
200,000

—

$
228,800

—

$
10,400

$
701,706

Former Chief Financial Officer

2014

$
215,000

$
90,000

—

$
648,000

—

$
10,000

$
963,000

2013

$
180,000

—

—

—

—

$
7,000

$
187,000

Company, including the Transition Period (indicated as “TP”).

40

~~(1)~~



Name and Principal Position	Fiscal Year	Salary ($)	Bonus ($)⁽⁷⁾	Non-Equity Incentive Plan Compensation ($)⁽⁸⁾	Stock Awards ($)⁽⁹⁾	Option Awards ($)⁽¹⁰⁾	All Other Compensation ($)⁽¹¹⁾	Total ($)
Lynn A. Peterson⁽¹⁾	2016	607,500	—	1,172,420	2,422,636	—	10,727	4,213,283
Chairman, Chief Executive Officer and President	TP	200,000	375,000	—	1,001,000	—	8,975	1,584,975
	2015	150,000	250,000	—	2,865,000	9,699,023	—	12,964,023

James P. Henderson⁽²⁾	2016	375,000	—	612,638	794,299	—	10,727	1,792,664
Executive Vice President Finance and Chief Financial Officer	TP	125,000	126,000	—	220,500	779,323	9,080	1,259,903
	2015	8,654	—	—	727,500	—	—	736,154

Cathleen M. Osborn⁽³⁾ Vice President and General Counsel	2016	282,500	—	273,885	603,675	—	10,727	1,170,787

Michael J. Eberhard⁽⁴⁾ Chief Operating Officer – Operations	2016	287,500	—	278,690	327,429	—	10,727	904,436

Nicholas A. Spence⁽⁵⁾ Chief Operating Officer – Development	2016	287,500	—	224,315	327,429	—	10,727	849,971

Craig D. Rasmuson⁽⁶⁾	2016	325,000	—	232,050	430,243	—	10,727	998,020
Executive Vice President of Business Development	TP	104,167	206,250	—	357,210	—	6,000	673,627
	2015	264,584	250,000	—	489,200	—	10,400	1,014,184
	2014	203,623	50,000	—	518,400	653,473	10,000	1,435,496


(1)	Mr. Peterson was appointed as President on May 27, 2015, and Chairman and Chief Executive Officer effective January 1, 2016.


(2)	Mr. Henderson was appointed as Executive Vice President Finance and Chief Financial Officer on August 24, 2015.


(3)	Ms. Osborn was appointed as Vice President and General Counsel on August 31, 2015. Ms. Osborn first became a named executive officer during the year ended December 31, 2016.


(4)	Mr. Eberhard was appointed as Chief Operating Officer – Operations on June 22, 2016. Mr. Eberhard first became a named executive officer during the year ended December 31, 2016.


(5)	Mr. Spence was appointed as Chief Operating Officer – Development on June 22, 2016. Mr. Spence first became a named executive officer during the year ended December 31, 2016.


(6)	Mr. Rasmuson was appointed as Executive Vice President of Business Development on June 22, 2016.


(7)	“Bonus” column includes prior-year discretionary annual bonuses as well as the signing bonus paid to Mr. Peterson upon his appointment as President.


(8)	“Non-Equity Incentive Plan Compensation” includes amounts paid under the Company’s annual cash-based short-term incentive program. For a description of the 2016 awards, see “—Components of Compensation—2016 Short-Term Incentive Compensation and 2016 STI Performance Results”.


(9)	Represents the grant date fair value of stock-based compensation awards, which, for 2016, include RSUs and PSUs.

41

The 2016 grants are described in “—Components of Compensation—2016 Long-Term Incentive Compensation” and ~~Chairman and Chief Executive Officer effective January 1, 2016.~~

~~(2)Mr. Henderson was appointed as~~detailed in the ~~Chief Financial Officer on August 24, 2015.~~

~~(3)Mr. Rasmuson was appointed as Chief Operating Officer on January 22, 2014.~~

~~(4)On October 24, 2014 the Compensation Committee adjusted the base salaries~~“2016 Grants of Mr. Holloway and Mr. Scaff with the intention of providing them with base salary for their employment contract year of June 1, 2014 through May 31, 2015 of $990,900, as well as for each employment contract year thereafter. Due to an interpretive error, the adjustment was applied incorrectly for the employment contract year beginning June 1, 2015 - May 31, 2016, resulting in base salary for the period June 1, 2015 through August 31, 2015 exceeding the pro-rata portion of the $990,900 annual base salary that should have been paid during such period. In order to correct the error, the base salaries of each of Mr. Holloway and Mr. Scaff were reduced through December 31, 2015 so that their base salaries for the June 1, 2015 - May 31, 2016 employment contract year would have equaled the intended amount of $990,900.

~~(5)“Bonus” column includes discretionary annual bonuses as well as the signing bonus paid to Mr. Peterson upon his appointment as President.~~

~~(6)“Non-Equity Incentive Plan Compensation” includes well completion bonuses paid to Mr. Holloway and Mr. Scaff.~~

~~(7)Represents~~Plan-Based Awards” table below. The amounts represent the grant date fair value of stock issued for services computed in accordance with ASC 718 on the date of grant. Please see Note 1213 to the Company’s financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2016 for information regarding the principles used to calculate the grant date fair values set forth above.

~~(8)~~Represents the grant date fair value of options granted computed in accordance with ASC 718 on the date of grant. Please see Note 12 to the Company’s financial statements for information regarding the principles used to calculate the grant date fair values set forth above.

~~(9)~~“All Other Compensation” includes compensation received that we could not properly report in any other column of the table. These amounts represent the Company matching contribution to the Company’s 401(k) Plan.

~~(10)Messrs. Holloway and Scaff resigned from their positions as Co-Chief Executive Officers effective December 31, 2015.~~

~~(11)The term of Mr. Jennings’s employment contract expires on May 31, 2016.~~


(10)	Represents the grant date fair value of options granted, computed in accordance with ASC 718 on the date of grant. Please see Note 13 to the Company’s financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2016 for information regarding the principles used to calculate the grant date fair values set forth above.


(11)	“All Other Compensation” includes compensation received that we could not properly report in any other column of the table. These amounts represent the Company matching contribution to the Company’s 401(k) Plan and life insurance premiums.

42

2016 Grants of Plan-Based Awards

The following table provides information for each of our NEOs regarding ~~annual~~STI and LTI ~~award opportunities~~awards granted in ~~the Transition Period:~~

Estimated Possible Payouts
Under Non-Equity
Incentive Plan Awards

Estimated Future Payouts
Under Equity Incentive
Plan Awards

All Other
Stock
Awards:
Number of
Shares of
Stock or

All Other Option
Awards: Number
of Securities
Underlying

Exercise
or Base
Price of
Option

Grant Date Fair Value
of Stock and Option

Name

Grant Date

Threshold
($)

Target
($)

Maximum
($)

Threshold
(#)

Target
(#)

Maximum
(#)

Units
(#)

Options
(#)

Awards
($/Sh)

Awards
($)(3)

Mr. Holloway

12/14/2015

—

—

—

—

—

—

200,000
(1)
—

—

$
2,000,000

Mr. Scaff, Jr.

12/14/2015

—

—

—

—

—

—

200,000
(1)
—

—

$
2,000,000

Estimated Possible Payouts
Under Non-Equity
Incentive Plan Awards

Estimated Future Payouts
Under Equity Incentive
Plan Awards

All Other
Stock
Awards:
Number of
Shares of
Stock or

All Other Option
Awards: Number
of Securities
Underlying

Exercise
or Base
Price of
Option

Grant Date Fair Value
of Stock and Option

Name

Grant Date

Threshold
($)

Target
($)

Maximum
($)

Threshold
(#)

Target
(#)

Maximum
(#)

Units
(#)

Options
(#)

Awards
($/Sh)

Awards
($)(3)

Mr. Peterson

12/15/2015

—

—

—

—

—

—

100,000
(1)
—

—

$
1,001,000

Mr. Henderson

8/24/2015

—

—

—

—

—

—

75,000
(2)
—

—

$
727,500

12/15/2015

—

—

—

—

—

—

—

150,000
(1)
10.01

$
779,323

12/28/2015

—

—

—

—

—

—

25,000
(1)
—

—

$
220,500

Mr. Rasmuson

12/28/2015

—

—

—

—

—

—

40,500
(1)
—

—

$
357,210

Mr. Jennings

12/28/2015

—

—

—

—

—

—

15,000
(1)
—

—

$
132,300

2016:



		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾			Estimated Future Payouts Under Equity Incentive Plan Awards⁽²⁾					All Other Stock Awards: Number of Shares of Stock or Units (#)⁽³⁾	Grant Date Fair Value of Stock and Option Awards ($)⁽⁴⁾
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)			Maximum (#)		Grant Date Fair Value of Stock and Option Awards ($)⁽⁴⁾
Mr. Peterson	03/30/2016	305,000	610,000	1,220,000	—		—		—	—	—
	03/30/2016	—	—	—	105,345		210,690		421,380	—	1,731,872
	03/30/2016	—	—	—	—		—		—	90,296	690,764

Mr. Henderson	03/30/2016	187,500	375,000	750,000	—		—		—	—	—
	03/30/2016	—	—	—	34,539		69,078		138,156	—	567,821
	03/30/2016	—	—	—	—		—		—	29,605	226,478

Ms. Osborn	03/30/2016	142,500	285,000	570,000	—			—	—	—	—
	03/30/2016	—	—	—	26,250			52,500	105,000	—	431,550
	03/30/2016	—	—	—	—			—	—	22,500	172,125

Mr. Eberhard	03/30/2016	135,000	270,000	540,000	—			—	—	—	—
	03/30/2016	—	—	—	8,882			17,763	35,526	—	146,012
	03/30/2016	—	—	—	—			—	—	17,763	135,887
	06/22/2016	—	—	—	3,865			7,730	15,460	—	45,530

Mr. Spence	03/30/2016	135,000	270,000	540,000	—			—	—	—	—
	03/30/2016	—	—	—	8,882			17,763	35,526	—	146,012
	03/30/2016	—	—	—	—			—	—	17,763	135,887
	06/22/2016	—	—	—	3,865			7,730	15,460	—	45,530

Mr. Rasmuson	03/30/2016	162,500	325,000	650,000	—			—	—	—	—
	03/30/2016	—	—	—	18,709			37,417	74,834	—	307,568
	03/30/2016	—	—	—	—			—	—	16,036	122,675


(1)	Represents threshold, target and maximum cash awards made to each of the NEOs in March 2016 and payable under the Company’s annual cash-based STI program. For a description of the 2016 awards, see “—Components of Compensation—2016 Short-Term Incentive Compensation”.

43

~~(1)~~The amounts shown reflect RSUs grants made to Mr. Peterson, Mr. Henderson, Mr. Rasmuson, and Mr. Jennings in December 2015. See “Compensation Discussion and Analysis” above for additional information about these equity awards.

~~(2)~~The awards reported for Mr. Henderson reflect onboarding grants of stock bonus shares and stock options awarded to Mr. Henderson in December 2015 pursuant to the commencement of his employment and appointment as Chief Financial Officer. See “Compensation Discussion and Analysis” above for additional information about these equity awards.

~~(3)~~Represents the grant date fair value of options, RSUs, and stock bonus shares granted, computed in accordance with ASC 718 on the date of grant. Please see Note 12 to the Company’s financial statements for information regarding the principles used to calculate the grant date fair values set forth above.

(2)

Represents PSU grants made to each of the NEOs in March 2016 (and in June 2016 to our COOs) that would vest upon the achievement of a threshold, target and maximum level of performance. The actual number of PSUs that will vest will not be determinable until the close of the three-year vesting period on December 31, 2018 and will depend on our relative TSR performance over that period. See “—Components of Compensation—2016 Long-Term Incentive Compensation” above for additional information about these equity awards.


(3)	The amounts shown reflect RSU grants made to each of the NEOs in March 2016. See “—Components of Compensation—2016 Long-Term Incentive Compensation” above for additional information about these equity awards.


(4)	Represents the grant date fair value of PSUs and RSUs computed in accordance with ASC 718 on the date of grant. Please see Note 13 to the Company’s financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2016 for information regarding the principles used to calculate the grant date fair values set forth above.

Outstanding Equity Awards at Fiscal Year End

The following table sets forth information regarding options, unvested ~~restricted~~ stock ~~units,~~bonus shares, unvested RSUs, and unvested ~~stock bonus shares~~PSUs held by our NEOs as of December 31, ~~2015.~~2016. Market values for outstanding stock awards are presented as of December 31, ~~2015~~2016 based on the closing price of our common stock on the NYSE MKT on December ~~31, 2015~~30, 2016 of ~~$8.52.~~

Option Awards

Stock Awards

Name

Grant Date

Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable

Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable

Option
Exercise
Price
($)

Option
Expiration
Date

Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)

Market Value of
Shares or Units
of Stock That
Have Not
Vested
($)(1)

Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested
(#)

Equity Incentive
Plan Awards: Market
or Payout Value of
Unearned Shares,
Unit or Other Rights
That Have Not
Vested
($)

Mr. Peterson

5/27/2015

350,000

1,400,000
(2)
$
11.46

5/27/2025

—

—

—

—

5/27/2015

—

—

—

—

200,000
(3)
$
1,704,000

—

—

12/28/2015

—

—

—

—

66,666
(4)
$
567,994

—

—

Mr. Henderson

8/24/2015

—

—

—

—

60,000
(5)
$
511,200

—

—

Option Awards

Stock Awards

Name

Grant Date

Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable

Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable

Option
Exercise
Price
($)

Option
Expiration
Date

Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)

Market Value of
Shares or Units
of Stock That
Have Not
Vested
($)(1)

Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested
(#)

Equity Incentive
Plan Awards: Market
or Payout Value of
Unearned Shares,
Unit or Other Rights
That Have Not
Vested
($)

12/15/2015

30,000

120,000
(6)
$
10.01

12/15/2015

—

—

12/28/2015

—

—

—

—

16,667
(4)
$
142,003

—

—

Mr. Rasmuson

12/31/2008

30,000

—

$
3.00

12/31/2018

—

—

—

—

9/27/2010

20,000

—

$
2.40

9/27/2020

—

—

—

—

9/22/2011

60,000

20,000
(7)
$
2.80

9/22/2021

—

—

—

—

9/22/2012

75,000

25,000
(8)
$
3.67

9/22/2022

—

—

—

—

9/22/2013

40,000

60,000
(9)
$
9.63

9/22/2023

—

—

—

—

2/1/2014

—

—

—

—

40,000
(10)
$
340,800

—

—

2/1/2015

—

—

—

—

40,000
(11)
$
340,800

—

—

12/28/2015

—

—

—

—

27,000
(4)
$
230,040

—

—

Mr. Jennings

3/7/2011

150,000

—

$
4.40

3/7/2021

—

—

—

—

3/7/2014

—

—

—

—

20,000
(12)
$
170,400

—

—

3/7/2015

—

—

—

—

20,000
(13)
$
170,400

—

—

12/28/2015

—

—

—

—

10,000
(4)
$
85,200

—

—

~~(1)These amounts were calculated based on $8.52 per share, which was~~$8.91, the ~~closing price~~last trading day during 2016.



	Option Awards						Stock Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)⁽¹⁾	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)⁽²⁾	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Unit or Other Rights That Have Not Vested ($)⁽¹⁾
Mr. Peterson	5/27/2015	700,000	1,050,000	(3)	11.46	5/27/2025	—		—	—		—
	5/27/2015	—	—		—	—	150,000	(4)	1,336,500	—		—
	12/15/2015	—	—		—	—	33,333	(5)	296,997	—		—
	3/30/2016	—	—		—	—	90,296	(6)	804,537	—		—
	3/30/2016	—	—		—	—	—		—	210,690		1,877,248

Mr. Henderson	8/24/2015	—	—		—	—	45,000	(7)	400,950	—		—
	12/15/2015	60,000	90,000	(8)	10.01	12/15/2025	—		—	—		—
	12/28/2015	—	—		—	—	8,334	(5)	74,256	—		—
	3/30/2016	—	—		—	—	29,605	(6)	263,781	—		—
	3/30/2016	—	—		—	—	—		—	69,078		615,485

Ms. Osborn	8/31/2015	20,000	80,000	(9)	10.34	8/31/2025	—		—	—		—
	9/1/2015	—	—		—	—	40,000	(10)	356,400	—		—
	12/28/2015	—	—		—	—	1,666	(5)	14,844	—		—
	3/30/2016	—	—		—	—	22,500	(6)	200,475	—		—
	3/30/2016	—	—		—	—	—		—	52,500		467,775

Mr. Eberhard	8/12/2015	—	—		—	—	40,000	(10)	356,400	—		—
	9/1/2015	20,000	80,000	(11)	10.34	9/1/2025	—		—	—		—
	6/22/2016	—	—		—	—	—		—	7,730	(12)	68,874
	3/30/2016	—	—		—	—	17,763	(6)	158,268	—		—
	3/30/2016	—	—		—	—	—		—	17,763		158,268

44



	Option Awards						Stock Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)⁽¹⁾	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)⁽²⁾	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Unit or Other Rights That Have Not Vested ($)⁽¹⁾
Mr. Spence	10/5/2015	20,000	80,000	(12)	11.35	10/5/2025	—		—	—		—
	10/5/2015	—	—		—	—	40,000	(13)	356,400	—		—
	6/22/2016	—	—		—	—	—		—	7,730	(14)	68,874
	3/30/2016	—	—		—	—	17,763	(6)	158,268	—		—
	3/30/2016	—	—		—	—	—		—	17,763		158,268

Mr. Rasmuson	12/31/2008	30,000	—		3.00	12/31/2018	—		—	—		—
	9/27/2010	20,000	—		2.40	9/27/2020	—		—	—		—
	9/22/2011	80,000	—		2.80	9/22/2021	—		—	—		—
	9/22/2012	100,000	—		3.67	9/22/2022	—		—	—		—
	9/22/2013	60,000	40,000	(15)	9.63	9/22/2023	—		—	—		—
	2/1/2014	—	—		—	—	20,000	(16)	178,200	—		—
	2/1/2015	—	—		—	—	20,000	(17)	178,200	—		—
	12/28/2015	—	—		—	—	13,500	(5)	120,285	—		—
	3/30/2016	—	—		—	—	16,036	(6)	142,881	—		—
	3/30/2016	—	—		—	—	—		—	37,417		333,385

Note: Vesting of the ~~Company’s common stock on December 31, 2015.~~

~~(2)The remainder of these nonqualified stock options will vest in increments of 350,000 shares upon the first four anniversaries of the grant date,~~awards noted above is generally subject ~~generally~~ to continued employment by the recipient during the ~~four~~-~~year~~vesting period following the grant date.

~~(3)~~The remainder of these stock bonus shares will vest in increments of 50,000 shares upon the first four anniversaries of the grant date, subject generally to continued employment by the recipient during the four-~~year period following the grant date.~~

~~(4)~~The remainder of these restricted stock units will vest in two equal increments on the first and second anniversaries of the grant date, subject generally to continued employment by the recipient during the two-~~year period following the grant date.~~

~~(5)~~The remainder of these stock bonus shares will vest in increments of 15,000 shares upon the first four anniversaries of the grant date, subject generally to continued employment by the recipient during the four-~~year period following the grant date.~~

~~(6)The remainder of these nonqualified stock options will vest in four equal installments beginning on August 24, 2015 and then on each of the three anniversaries of August 24 thereafter.~~

~~(7)The remainder of these nonqualified stock options will vest on the fifth anniversary of the grant date, subject generally to continued employment by the recipient during the five~~-~~year period following the grant date.~~

~~(8)The remainder of these nonqualified stock options will vest on the fourth anniversary of the grant date, subject generally to continued employment by the recipient during the four~~-~~year period following the grant date.~~

~~(9)~~The remainder of these nonqualified stock options will vest in increments of 20,000 shares upon the third, fourth, and fifth anniversaries of the grant date, subject generally to continued employment by the recipient during the five-~~year period following the grant date.~~

~~(10)~~The remainder of these stock bonus shares will vest in two equal increments on the second and third anniversaries of the grant date, subject generally to continued employment by the recipient during the three-~~year period following the grant date.~~

~~(11)~~The remainder of these stock bonus shares will vest in two equal increments on the first and second anniversaries of the grant date, subject generally to continued employment by the recipient during the two-year period following the grant date.

~~(12)The remainder of these stock bonus shares will vest in full on the second anniversary of the grant date, subject generally to continued employment by the recipient during the three~~-~~year period following the grant date.~~

~~(13)The remainder of these stock bonus shares will vest in full on the first anniversary of the grant date, subject generally to continued employment by the recipient during the one~~-~~year period following the grant date.~~


(1)	These amounts were calculated based on $8.91 per share, which was the closing price of the Company’s common stock on December 30, 2016, the last trading day of 2016.

(2)

The amounts in this column represent PSU grants made to each of the NEOs in March 2016 that would vest upon the achievement of a threshold, target, and maximum level of performance. The actual number of PSUs that will vest will not be determinable until the close of the three-year vesting period on December 31, 2018 and will depend on our relative TSR performance over that period. See “—Components of Compensation—2016 Long-Term Incentive Compensation” above for additional information about these equity awards.


(3)	These nonqualified stock options vest in five equal installments beginning on May 27, 2015.


(4)	These stock bonus shares vest in five equal installments beginning on May 27, 2015.


(5)	These RSUs vest in three equal installments beginning on December 15, 2015.


(6)	The amounts shown reflect RSU grants made to each of the NEOs in March 2016. These RSUs vest in three equal installments starting on March 30, 2017. See “—Components of Compensation—2016 Long-Term Incentive Compensation” above for additional information about these equity awards.


(7)	These stock bonus shares vest in five equal installments beginning on August 24, 2015.


(8)	These nonqualified stock options vest in five equal installments beginning on December 15, 2015.


(9)	These nonqualified stock options vest in five equal installments beginning on September 1, 2016.


(10)	These stock bonus shares vest in five equal installments beginning on September 1, 2016.

45


(11)	These nonqualified stock options vest in five equal installments beginning on September 1, 2016.


(12)	These nonqualified stock options vest in five equal installments beginning on October 5, 2016.


(13)	These stock bonus shares vest in five equal installments beginning on October 5, 2016.

(14)

These PSUs were granted to each of the COOs upon their promotion in June 2016. These awards vest upon the achievement of a threshold, target, and maximum level of performance. The actual number of PSUs that will vest will not be determinable until the close of the three-year vesting period on December 31, 2018 and will depend on our relative TSR performance over that period. See “—Components of Compensation—2016 Long-Term Incentive Compensation” above for additional information about these equity awards.


(15)	These nonqualified stock options vest in four equal installments beginning on September 22, 2014.


(16)	These stock bonus shares vest in three equal installments beginning on February 1, 2015.


(17)	These stock bonus shares vest in two equal installments beginning on February 1, 2016.

Option Exercises and Stock Vested

The following table shows information for our NEOs concerning ~~the~~ stock options exercised and stock awards vested during the ~~four months~~year ended December 31, ~~2015 by the persons named below:~~

Option Awards

Stock Awards

Number of Shares
Acquired on Exercise
(#)

Value Realized on
Exercise ($)(1)

Number of Shares
Acquired on Vesting
(#)

Value Realized on
Vesting ($)(1)

Mr. Holloway

—

—

222,500

2,208,225

Mr. Scaff, Jr.

—

—

222,500

2,208,225

Mr. Peterson

—

—

33,334

294,006

Mr. Henderson

—

—

23,333

223,647

Mr. Rasmuson

—

—

13,500

119,070

Mr. Jennings

—

—

5,000

44,100

2016:

~~(1)~~ For option awards, the value realized is the difference between the fair market value of our common stock at the time of exercise and the exercise price. For stock awards, the value realized is based on the closing price of our common stock on the vesting date.

Option Awards Stock Awards
Number of Shares Acquired on Exercise (#)
Value Realized on Exercise ($)⁽¹⁾
Number of Shares Acquired on Vesting (#)
Value Realized on Vesting ($)⁽¹⁾
Mr. Peterson — — 83,333 600,497
Mr. Henderson — — 23,333 173,897
Ms. Osborn — — 11,667 79,203
Mr. Eberhard — — 10,000 68,300
Mr. Spence — — 10,000 68,300
Mr. Rasmuson — — 53,500 361,910


(1)	For option awards, the value realized is the difference between the fair market value of our common stock at the time of exercise and the exercise price. For stock awards, the value realized is based on the closing price of our common stock on the vesting date.

Potential Payments Upon Termination or Change in Control

~~Employment Agreements~~

~~We currently maintain executive~~

As of December 31, 2016, the only NEOs who had employment agreements ~~with all of our NEOs except for~~were Messrs. ~~Holloway~~Peterson and ~~Scaff, whose employment agreements have been terminated effective December 31, 2015,~~Rasmuson. In February 2017, Mr. ~~Jennings, whose~~Rasmuson’s employment agreement ~~expires~~ ~~on May 31, 2016,~~expired and ~~Mr. Henderson.~~he subsequently entered into a severance compensation agreement. The employment agreement for each NEO sets forth his job title and responsibilities, compensation, restrictive covenants, and the consequences of certain terminations of employment, including upon a change of control. As partrest of the ~~engagement of the Compensation Consultants, the Company has reviewed and evaluated all employment~~NEOs are party to severance compensation agreements ~~currently in place with its NEOs to ensure market competitiveness and that the provisions therein generally align with market best practices.~~

as explained below.

Employment Agreements

Lynn A. Peterson~~, President and Chief Executive Officer.~~. Mr. ~~Peterson’s~~Peterson is party to an employment agreement ~~commenced on~~dated May 27, 2015, ~~and~~as amended December 22, 2016, that expires on May 31, 2020. ~~Upon~~Pursuant to his employment agreement, upon Mr. Peterson’s death or disability, he (or his legal representative) is entitled to receive all compensation that would otherwise be payable to Mr. Peterson through the last day of the month in which his death occurs or in which his employment is terminated due to disability, and any unvested equity grants and stock options that vest solely upon the passage of time shall immediately vest. Mr. Peterson (or his legal representative)

46

will ~~become immediately exercisable.~~have the right to exercise any outstanding options for the first to occur of a period of one year or the expiration date of the original term of such grant. In the event of his termination for “cause,” Mr. Peterson is entitled to be paid through the date of his termination of employment. If the Company terminates Mr. Peterson for cause or for disability and an arbitrator determines that the termination was improper, Mr. Peterson is entitled to the compensation which he would have received had the employment agreement not been terminated. In the event the Company terminates Mr. Peterson’s employment other than for cause or due to his death or disability and not in connection with or within 12 months following a change in control (as defined below), the Company will pay to Mr. Peterson a lump sum amount equal to two times Mr. Peterson’s annual salary (as in effect at the time of termination) plus Mr. Peterson’s most recent bonus (the “Termination Payment”), and ~~all of Mr. Peterson’s unpaid or~~any unvested equity grants and stock options ~~will be~~that vest solely upon the passage of time shall immediately ~~vested.~~vest. In the event of a “constructive termination” other than in connection with or within 12 months following a change in control, Mr. Peterson may terminate his employment upon not less than 30 days’ notice, and will be entitled to receive the Termination Payment, and ~~all~~any unvested equity grants and stock options that vest solely upon the passage of ~~his unpaid or unvested restricted stock awards and option awards will be~~time shall immediately ~~vested.~~vest. In the event of a change of control, if the Company terminates Mr. Peterson’s employment without the occurrence of a “cause” event on or ~~before the first anniversary of the~~within 12 months following a change of control and not due to Mr. Peterson’s death or disability, or if during such time a constructive termination event has occurred, the Company will pay to Mr. Peterson a lump sum amount equal to three times Mr. Peterson’s annual salary (as in effect at the time of termination) plus Mr. Peterson’s most recent bonus. All of Mr. Peterson’s unpaid or unvested equity grants and stock options that vest solely upon the passage of time shall be immediately vested upon a change of control (whether or not followed by his termination of employment), and the expiration date of any options which would expire within 6 months after the constructive termination will be extended to the date that is the earlier to occur of 12 months after the date of the constructive termination or the ~~tenth anniversary~~expiration date of the ~~date~~original term of such grant. In addition, upon a change of control and Mr. Peterson’s termination of employment, he will receive the value of 18 months of COBRA premiums in a cash lump sum. The termination payments provided in the employment agreement are subject to modification as necessary to comply with Section 409A of the ~~Code.~~Internal Revenue Code of 1986, as amended. The termination payments described above (other than those payable in connection with a change of control) are subject to Mr. Peterson’s execution of a release agreement reasonably acceptable to the Company and are not payable in the event of a material breach of the employment agreement by Mr. Peterson. Mr. Peterson’s employment agreement contains confidentiality obligations applicable during the term of his employment and thereafter. The employment agreement also contains a non-competition provision which is applicable during the term of the employment agreement and for one year thereafter and restricts Mr. Peterson from being employed by or owning an interest in any company which competes with the Company and from owning an interest in any property located within 50 miles of any property owned or under consideration by the Company,

subject to certain exceptions. During his term of employment, the Company agrees to nominate Mr. Peterson for election to the Board.

~~Upon the resignations of the Messrs. Holloway and Scaff, Mr. Peterson was appointed as the Chairman and Chief Executive Officer of the Company, effective January 1, 2016.~~

Craig Rasmuson~~, Chief Operating Officer.~~. Mr. Rasmuson’s employment agreement commenced on February 1, 2014 and ~~expires~~expired on February 1, 2017. ~~Upon~~Pursuant to his employment agreement, upon Mr. Rasmuson’s death or disability, he (or his legal representative) is entitled to receive all compensation that would otherwise be payable to Mr. Rasmuson through the last day of the month in which his death occurs or in which his employment is terminated due to disability, and any unvested equity grants and stock options will become immediately exercisable. ~~In the event of his termination for “cause,” Mr. Rasmuson is entitled to be paid through the date of his termination of employment.~~ If the Company terminates Mr. Rasmuson for cause or for disability and an arbitrator determines that the termination was improper, Mr. Rasmuson is entitled to the compensation which he would have received had the employment agreement not been terminated. In the event of a ~~“constructive termination” other than a “change of control,” Mr. Rasmuson may terminate his employment upon not less than 30 days’ notice. In the event of a~~ constructive termination following a change of control, Mr. Rasmuson ~~may terminate his employment upon not less than 30 days’ notice and~~ is entitled to receive a lump sum amount equal to the greater of 12 months’ salary (as in effect at the time of termination) or the amount of all salary and benefits which would otherwise be payable through the remainder of the term pursuant to his employment agreement. All unvested options and bonus shares held by Mr. Rasmuson will become fully vested upon a constructive termination (whether or not followed by his termination of employment). If Mr. Rasmuson retires during the term of the employment agreement after attaining the age of 70, any unvested equity grants and stock

47

options will become immediately exercisable and may be exercised for a period of one year. Mr. ~~Rasmuson’~~Rasmuson’s employment agreement contains confidentiality obligations applicable during the term of his employment and thereafter. The employment agreement also contains a non- competition provision which is applicable during the term of the employment agreement and for one year thereafter and restricts Mr. Rasmuson from being employed by or owning an interest in any company which competes with the Company and from owning an interest in any property located within 50 miles of any property owned or under consideration by the Company, subject to certain exceptions.

~~Frank L. Jennings~~~~, Chief Accounting Officer.~~

Severance Compensation Agreements

Each of the NEOs, other than Mr. ~~Jennings’~~Peterson, is currently party to a severance compensation agreement, although as described above, Mr. Rasmuson was party to an employment agreement ~~commenced on March 7, 2014 and expires on May~~as of December 31, 2016. ~~Pursuant to his employment agreement, upon Mr. Jennings’~~

Generally, under the severance compensation agreements, if an executive experiences a separation from service from the Company, outside of a change in control (as defined in the severance agreement), that (a) is initiated by the Company for any reason other than for cause, death, or disability, ~~he (or his legal representative)~~or (b) is ~~entitled to receive all compensation that would otherwise be payable to Mr. Jennings through~~initiated by the ~~last day~~executive for “good reason” within 90 days following the expiration of the ~~month~~cure period afforded the Company to rectify the condition giving rise to “good reason” ((a) and (b), collectively a “Qualifying Termination”), then the executive will receive an amount equal to his or her base salary and short-term incentive award, along with certain benefits for a 12-month period. If an executive experiences a Qualifying Termination on or within 18 months following a change in ~~which~~control, the executive will receive an amount equal to two times his ~~death occurs~~ or ~~in which his employment is terminated due to disability,~~her base salary and ~~any~~short-term incentive award, along with certain benefits for an 18-month period. Any unvested equity grants and stock options that vest solely upon the passage of time will become vested in full immediately ~~exercisable. In~~prior to a change in control. The termination payments described above are subject to the executive’s execution of a release agreement, the form of which is attached to the severance agreement, and such payments may be suspended in the event of ~~his termination for “cause,” Mr. Jennings is entitled to be paid through~~any breach or suspected breach of the ~~date of his termination of employment. If~~severance agreement by the Company terminates Mr. Jennings for cause or for disability and an arbitrator determined that the termination was improper, Mr. Jennings is entitled to the compensation which he would have received had the employment agreement not been terminated. In the event of a “constructive termination” other than a “change of control,” Mr. Jennings may terminate his employment upon not less than 30 days’ notice. In the event of a constructive termination following a change of control, Mr. Jennings may terminate his employment upon not less than 30 days’ notice and is entitled to receive a lump sum amount equal to the greater of 12 months’ salary (as in effect at the time of termination) or the amount of all salary and benefits that would otherwise be payable pursuant to his employment agreement. All unvested options and bonus shares held by Mr. Jennings will become fully vested upon a constructive termination (whether or not followed by his termination of employment). Mr. Jennings’ employment agreement containsexecutive. The severance agreements contain confidentiality obligations applicable during the term of ~~his~~executive’s employment by the Company and thereafter. ~~In connection with his separation, it~~The severance agreements also contain a non-competition provision which is ~~expected that Mr. Jennings’ 10,000 unvested shares of restricted stock will be issued and will vest in full,~~

~~and~~applicable during the ~~150,000 options held by Mr. Jennings will~~ ~~become exercisable~~ ~~for the remaining~~ term of the ~~options.~~

~~Ed Holloway~~~~, Former Co-Chief Executive Officer. On December 14, 2015,~~executive’s employment by the ~~Board accepted~~Company and for one year thereafter and restricts the ~~resignation of Mr. Holloway, effective December 31, 2015. The~~executive from being employed by or owning an interest in any company which competes with the Company ~~entered into a consulting agreement with Mr. Holloway for the purposes of providing advice to Mr. Peterson, on an~~ as ~~requested basis,~~further described in the ~~areas~~severance agreement. The severance agreements also contain a non-solicitation provision which is applicable during the term of ~~acquisitions and special projects or as otherwise requested~~the executive’s employment by ~~Mr. Peterson. In exchange for such consulting services,~~ the Company ~~has agreed~~and for one year thereafter and restricts the executive from soliciting the Company’s executives to ~~pay Mr. Holloway $70,000 per month during~~terminate or reduce employment or soliciting the ~~five-month period ending May 31, 2016, and Mr. Holloway received~~business of any of the ~~title to the Company vehicle which was assigned to him at the time of resignation.~~

~~William E. Scaff, Jr.~~, Former Co-Chief Executive Officer and Treasurer. On December 14, 2015, the Board accepted the resignation of Mr. Scaff, effective December 31, 2015. The Company entered into a consulting agreement with Mr. Scaff for the purposes of providing advice to Mr. Peterson, on an as requested basis, in the areas of acquisitions and special projectsCompany’s clients or as otherwise requested by Mr. Peterson. In exchange for such consulting services, the Company has agreed to pay Mr. Scaff $70,000 per month during the five-month period ending May 31, 2016, and Mr. Scaff received the title to the Company vehicle which was assigned to him at the time of resignation.

customers.

Estimated Termination and Change in Control Benefits

The following table quantifies the benefits that would have been received by our NEOs had they experienced a termination of employment under various circumstances as of December 31, ~~2015~~2016 under the terms of their employment agreements or severance agreements, as applicable, in effect on such date:

Name

Payment Type

Termination
Upon Death or
Disability ($)

Termination
for Cause ($)

Certain
Terminations in
Violation of
Agreement(1) ($)

Certain Terminations
upon or after a
Change of
Control(2) ($)

Mr. Peterson

Cash Payment

—

—

1,575,000

2,175,000

Equity (3)

2,271,994

—

2,271,994

2,271,994

COBRA

—

—

—

11,934

TOTAL

2,271,994

—

3,846,994

4,458,928

Mr. Henderson(4)

Cash Payment

—

—

—

—

Equity (3)

653,203

—

—

653,203

TOTAL

653,203

—

—

653,203

Mr. Rasmuson

Cash Payment

—

—

352,083

352,083

Equity (3)

1,147,290

—

1,032,270

1,147,290

TOTAL

1,147,290

—

1,384,353

1,499,373

Mr. Jennings

Cash Payment

—

—

114,583

275,000

Equity (3)

426,000

—

340,800

426,000

TOTAL

426,000

—

455,383

701,000

48

~~(1)~~ ~~Termination~~



Name	Payment Type	Termination Upon Death or Disability ($)	Termination for Cause ($)	Termination without Cause or for Good Reason⁽¹⁾ ($)	Certain Terminations upon or after a Change of Control⁽²⁾ ($)
Mr. Peterson	Cash Payment	—	—	1,595,000	2,205,000
	Equity (3)	4,315,282	—	3,063,784	2,438,034
	COBRA	—	—	—	10,659
	TOTAL	4,315,282	—	4,658,784	4,653,693

Mr. Henderson	Cash Payment	—	—	501,000	1,002,000
	Equity (3)	1,354,471	—	944,148	738,986
	COBRA			12,867	19,301
	TOTAL	1,354,471	—	1,458,015	1,760,287

Ms. Osborn	Cash Payment	—	—	340,000	680,000
	Equity (3)	1,039,494	—	727,644	571,719
	COBRA			6,374	9,561
	TOTAL	1,039,494	—	1,074,018	1,261,280

Mr. Eberhard	Cash Payment	—	—	340,000	680,000
	Equity (3)	741,811	—	590,393	514,668
	COBRA			13,152	19,728
	TOTAL	741,811	—	943,545	1,214,396

Mr. Spence	Cash Payment	—	—	330,000	660,000
	Equity (3)	741,811	—	590,383	514,668
	COBRA			6,652	9,977
	TOTAL	741,811	—	927,035	1,184,645

Mr. Rasmuson	Cash Payment	—	—	27,083	325,000
	Equity (3)	952,951	—	730,694	619,566
	COBRA			—	—
	TOTAL	952,951	—	757,777	944,566

(1)

For Mr. Peterson, the cash amount in this column reflects severance payment pursuant to his employment agreement of two times Mr. Peterson’s annual salary plus his most recent bonus (a) if the Company terminates Mr. Peterson’s employment other than for cause or due to his death or disability, or (b) in the event of a “constructive termination”, and in each case not in connection with or within 12 months following a change in control.

For Mr. Henderson, Ms. Osborn, Mr. Eberhard and Mr. Spence, the cash amount in ~~Violation of Agreement refers~~this column reflects severance payment pursuant to ~~a termination event in which~~their respective severance agreements equal to the executive’s annual salary plus the executive’s short-term incentive award (a) if the Company terminates ~~a NEO in breach~~the executive’s employment for any reason other than for cause, death, or disability, or (b) if separation from service is initiated by the executive for good reason within 90 days following the expiration of the ~~“for cause”~~cure period afforded the Company to rectify the condition giving rise to good reason, and in each case not in connection with or within 18 months following a change in control.

49

For Mr. Rasmuson, the cash amount in this column reflects severance payment pursuant to his employment agreement payable in the event the Company terminates Mr. Rasmuson for cause or as a result of disability and an arbitrator determines that the termination was improper. In each such case, Mr. Rasmuson is entitled to the compensation which he would have received had the employment agreement not been terminated, i.e. compensation through February 1, 2017.

(2)

For Mr. Peterson, the cash amount in this column reflects severance payment pursuant to his employment agreement of three times Mr. Peterson’s annual salary plus his most recent bonus (a) if the Company terminates Mr. Peterson’s employment other than for cause or due to his death or disability, or (b) in the event of a “constructive termination”, in each case upon or within 12 months following a change in control.

For Mr. Henderson, Ms. Osborn, Mr. Eberhard and Mr. Spence, the cash amount in this column reflects severance payment pursuant to their respective severance agreements of two times the executive’s annual salary plus the executive’s short-term incentive award (a) if the Company terminates the executive’s employment for any reason other than for cause, death, or disability, ~~termination provisions~~or (b) if separation from service is initiated by the executive for good reason within 90 days following the expiration of the ~~employment agreement. Except where otherwise noted, amounts shown reflect base salary for~~cure period afforded the ~~remainder of~~Company to rectify the ~~employment term and do not include discretionary bonuses.~~

~~(2)~~ ~~Termination~~condition giving rise to good reason, in each case upon or ~~after~~within 18 months following a ~~Change~~change in control.

For Mr. Rasmuson, the cash amount in this column reflects a severance payment pursuant to his employment agreement payable in the event of ~~Control refers to~~ a constructive termination ~~occurring simultaneously with or~~ following a ~~Change~~change of ~~Control~~control, of a lump sum amount equal to 12 months’ salary.


(3)	Equity amounts are based on the closing price of our common stock on the NYSE MKT on December 30, 2016 of $8.91, the last trading day during 2016. With respect to PSUs, pursuant to the PSU award agreements, the following vesting scenarios apply based on the various termination events:

a)Upon death or disability, the performance period shall be deemed to have ended and the executive shall earn 100% of the target PSUs at such time.

b)Upon termination of the executive’s continuous employment by the Company without “cause” or for good reason, (A) executive’s target PSUs will be reduced and upon termination shall be equal to the ~~periods described~~product of (i) the target PSUs, multiplied by (ii) a fraction, (x) the numerator of which is the number of days the executive remained in continuous employment from the start of the performance period through the date of termination, and (y) the total number of days in the performance period, and (B) the target PSUs shall remain outstanding and the executive shall be entitled to receive payment (if any) in respect of such reduced target PSUs at the end of the performance period or upon a change in control as if executive’s employment ~~agreements.~~

had not terminated.

~~(3)~~c) ~~Equity amounts~~Upon a change in control, the performance period shall end as of the date of the change in control, and the executive will vest in the number of PSUs based on the ~~closing price~~Company’s TSR relative to a selected peer group of ~~our common stock~~companies described in “—Components of Compensation—2016 Long-Term Incentive Compensation” above, based on the ~~NYSE MKT on December 31, 2015~~executive’s target PSUs and the Company’s relative TSR as of ~~$8.52~~

~~(4)~~ ~~Mr. Henderson is not party to an employment agreement with~~ the ~~Company.~~

date of the change in control.

Equity Compensation Plan Information

The following table summarizes information related to our equity compensation plans under which our equity securities are authorized for issuance as of December 31, ~~2015.~~

Plan Category

Number of
Securities to be
Issued Upon Exercise
of Outstanding
Options
and Rights
(#)

Weighted-Average
Exercise Price of
Outstanding Options
and Rights

Number of Securities
Remaining Available for
Future Issuance
Under Equity
Compensation
Plans
(#)

Equity compensation plans approved by security holders

2015 Equity Incentive Plan

332,533
(1)
$
9.88

4,093,200
(1)
2011 Non-Qualified Stock Option Plan

4,013,500

$
9.40

—

2011 Incentive Stock Option Plan

858,500

$
11.10

—

2011 Stock Bonus Plan

767,334

N/A

—

Equity compensation plans not approved by security holders

—

—

—

Total

5,971,867

4,093,200

2016.

50

~~(1) Includes 148,533 unvested restricted share awards.~~

Plan Category Number of Securities to be
Issued Upon Exercise of Outstanding Options
and Rights
(#) Weighted-Average
Exercise Price of
Outstanding Options
and Rights ($) Number of Securities
Remaining Available for Future Issuance Under Equity Compensation
Plans
(#)
Equity compensation plans approved by security holders
2015 Equity Incentive Plan
2,105,079 (1)

7.57 2,149,238
2011 Non-Qualified Stock Option Plan (2)
3,940,500
9.42 —
2011 Incentive Stock Option Plan (2)
822,500
11.07 —
2011 Stock Bonus Plan (2)
502,267
N/A —
Equity compensation plans not approved by security holders —
— —
Total 7,370,346
2,149,238


(1)	Includes 388,069 shares of common stock to be issued pursuant to outstanding RSUs and 478,510 shares estimated to be issued based upon outstanding PSUs, each as described in “—Components of Compensation—2016 Long-Term Incentive Compensation” above. These shares have been excluded from the weighted average exercise price calculation.


(2)	Plans were terminated upon the adoption of the 2015 Equity Incentive Plan in December 2015.

51

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table and footnotes show information as of ~~May 10, 2016~~April 1, 2017 regarding the beneficial ownership of our common stock by:

· ~~Each shareholder known by us to be the beneficial owner of more than 5% of the outstanding shares of our common stock;~~

· ~~Each member of the Board and each of our named executive officers; and~~

· ~~All members of the Board and our executive officers as a group.~~


·	Each shareholder known by us to be the beneficial owner of more than 5% of the outstanding shares of our common stock;


·	Each member of the Board and each of our named executive officers; and


·	All members of the Board and our executive officers as a group.

Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, we believe that each of the shareholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. ~~Unless otherwise indicated, the address for each person set forth in the table is 1625 Broadway, Suite 300, Denver, Colorado 80202.~~

In calculating the number of shares beneficially owned by each person and the percentage owned by each person, we have assumed that all shares issuable upon exercise of options or the vesting of stock awards within 60 days of ~~May 10, 2016~~April 1, 2017 are beneficially owned by that person. The total number of shares outstanding used in calculating the percentage owned includes these shares.

Name of Beneficial Owner

Number of
Common Shares
Beneficially
Owned

Percentage of
Outstanding
Common
Shares
Beneficially
Owned (1)

Named Executive Officers:

Lynn A. Peterson

833,333
(2)
0.4
%
James P. Henderson

53,333
(3)
—
%
Craig D. Rasmuson

284,507
(4)
0.1
%

Non-Employee Directors:

Edward Holloway

3,116,389

1.6
%
William E. Scaff, Jr.

3,091,389

1.6
%
Rick Wilber

760,802
(5)
0.4
%
Raymond McElhaney

299,993
(5)
0.2
%
R.W. Noffsinger

136,043
(5)
0.1
%
Jack Aydin

37,304
(5)
—
%
Daniel E. Kelly

12,349
(5)
—
%

All directors and named executive officers as a group (10 individuals)

8,625,442
(6)
4.4
%



Name of Beneficial Owner⁽¹⁾	Number of Common Shares Beneficially Owned		Percentage of Outstanding Common Shares Beneficially Owned ⁽²⁾
5% or Greater Owners:
Blackrock, Inc.	22,786,640	(3)	11.35%
SailingStone Capital Partners LLC	16,412,138	(4)	8.18%
Alliance Bernstein L.P.	15,464,545	(5)	7.70%
Wellington Management Group LLP	14,684,988	(6)	7.32%
Victory Capital Management Inc.	13,669,182	(7)	6.81%
Zimmer Partners LP	11,073,477	(8)	5.52%
Named Executive Officers:
Lynn A. Peterson	1,309,567	(9)	*
James P. Henderson	152,949		*
Cathleen M. Osborn	36,896		*
Michael J. Eberhard	58,770		*
Nicholas A. Spence	53,021	(10)	*
Craig D. Rasmuson	319,820		*
Non-Employee Directors:
Raymond McElhaney	312,049	(11)	*
Jack Aydin	54,498	(12)	*
Daniel E. Kelly	46,179	(13)	*
Paul Korus	20,978	(14)	*
All directors and executive officers as a group (10 individuals)	2,364,727	(15)	1.17%

52

~~(1)~~* ~~Based on 193,695,805 shares~~Represents less than 1% of the Company’s outstanding ~~as of May 10, 2016, and calculated in accordance with Rule 13d-3(d)(1).~~

~~(2)~~ ~~Shares beneficially owned include 50,000~~ shares of common ~~stock subject to stock bonus shares vesting within 60 days of May 10, 2016 and 700,000 shares of common stock subject to options exercisable within 60 days of May 10, 2016.~~

~~(3)~~stock. ~~Shares beneficially owned include 30,000 shares of common stock subject to options exercisable within 60 days of May 10, 2016.~~


(1)	Unless otherwise noted, the address of these persons is c/o SRC Energy Inc., 1675 Broadway, Suite 2600, Denver, Colorado 80202.

(2)

For each holder of stock awards or other securities that are currently vested or exercisable or that vest or become exercisable within 60 days of April 1, 2017, we treat the common stock underlying those securities as owned by that holder and as outstanding shares when we calculate that holder’s percentage ownership of our common stock. We do not treat that common stock as outstanding when we calculate the percentage ownership of any other holder.


(3)	Based solely on a review of a Schedule 13G/A filed with the SEC on January 17, 2017, Blackrock, Inc. beneficially owned 22,786,640 shares of our common stock and has sole dispositive power with respect to all of the shares and sole voting power with respect 22,078,305 of such shares. The address of Blackrock, Inc. is 55 East 52^nd Street, New York, New York 10055.

(4)

Based solely on a review of a Schedule 13G filed with the SEC on February 10, 2017, SailingStone Capital Partners LLC beneficially owned 16,412,138 shares of our common stock and has sole voting and sole dispositive power with respect to all such shares. Each of Sailing Stone Holdings, LLC, MacKenzie B. Davis and Kenneth L. Settles Jr. share voting and dispositive power with respect to all such shares. The address of SailingStone Capital Partners LLC is One California Street, 30^th Floor, San Francisco, California 94111.


(5)	Based solely on a review of a Schedule 13G filed with the SEC on February 10, 2017, Alliance Bernstein L.P. beneficially owned 15,464,545 shares of our common stock and has sole voting power with respect to 13,234,566 of such shares and sole dispositive power with respect to all such shares. The address of Alliance Bernstein L.P. is 1345 Avenue of the Americas, New York, New York 10105.

(6)

Based solely on a review of a Schedule 13G/A filed with the SEC on February 9, 2017, Wellington Management Group LLP beneficially owned 14,684,988 shares of our common stock and has shared voting power with respect to 9,405,877 of such shares and shared dispositive power with respect to 14,684,988 of such shares. Each of Wellington Group Holdings LLP and Wellington Investment Advisors Holdings LLP has shared voting power with respect to 9,405,877 of such shares and shared dispositive power with respect to 14,684,988 of such shares. Wellington Management Company LLP has shared voting power with respect to 9,400,040 of such shares and shared dispositive power with respect to 14,339,277 of such shares. The address of Wellington Management Group LLP is 280 Congress Street, Boston, Massachusetts 02210.

(7)

Based solely on a review of a Schedule 13G filed with the SEC on February 10, 2017, Victory Capital Management Inc. beneficially owned 13,669,182 shares of our common stock and has sole voting power with respect to 13,072,594 of such shares and sole dispositive power with respect to all such shares. The address of Victory Capital Management, Inc. is 4900 Tiedeman Road, 4^th Floor, Brooklyn, Ohio 44144.

(8)

Based solely on a review of a Schedule 13G filed with the SEC on February 14, 2017, Zimmer Partners LP beneficially owned 11,073,477 shares of our common stock and has share voting power and shared dispositive power with respect to all of such shares. Each of Zimmer Partners GP, LLC and Stuart J. Zimmer share voting power and dispositive power with respect to all shares. The address of Zimmer Partners, LP is 888 Seventh Avenue, 23^rd Floor, New York, New York 10106.


(9)	Shares beneficially owned include 50,000 shares of common stock subject to RSUs vesting within 60 days of April 1, 2017 and 350,000 shares of common stock subject to options exercisable within 60 days of April 1, 2017.


(10)	Shares beneficially owned include 2,100 shares of common stock owned by Mr. Spence’s spouse for which he disclaims beneficial ownership.

53


(11)	Shares beneficially owned include 4,068 shares of common stock subject to RSUs vesting within 60 days of April 1, 2017.


(12)	Shares beneficially owned include 6,901 shares of common stock subject to RSUs vesting within 60 days of April 1, 2017.


(13)	Shares beneficially owned include 6,272 shares of common stock subject to RSUs vesting within 60 days of April 1, 2017.


(14)	Shares beneficially owned include 4,068 shares of common stock subject to RSUs vesting within 60 days of April 1, 2017.


(15)	Shares beneficially owned include 71,309 shares of common stock subject to RSUs issued to executive officers vesting within 60 days of April 1, 2017 and 350,000 shares of common stock subject to options issued to executive officers that are exercisable within 60 days of April 1, 2017.

54

~~(4)~~ ~~Shares beneficially owned include 225,000 shares of common stock subject to options exercisable within 60 days of May 10, 2016.~~

~~(5)~~ ~~Shares beneficially owned include 3,922 shares of common stock subject to restricted stock units vesting within 60 days of May 10, 2016.~~

~~(6)~~ Shares beneficially owned include 69,610 shares of common stock subject to stock bonus shares and restricted stock units vesting within 60 days of May 10, 2016 and 955,000 shares of common stock subject to options issued to named executive officers that are exercisable within 60 days of May 10, 2016.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company’s officers and directors, and persons who own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the SEC. Officers, directors and holders of more than 10% of the common stock are required by SEC rules to furnish the Company with copies of all Section 16(a) reports they file. If requested, the Company assists its officers and directors in complying with the reporting requirements of Section 16(a) of the Exchange Act.

Based solely on a review of the reports furnished to the Company or on written representations from reporting persons that all reportable transactions were reported, the Company believes that, during the ~~Transition Period,~~year ended December 31, 2016, the Company’s officers and directors and owners of more than 10% of the Company’s common stock timely filed all reports they were required to file under Section 16(a) of the Exchange Act, other than a total of ~~eight~~ten late Form 4 filings by Messrs. ~~Conrad, McElhaney, Aydin, Seward, Holloway, Scaff,~~Peterson (two), Henderson (two), Eberhard, Spence, Kelly and Wilber and ~~Noffsinger.~~Ms. Osborn (two).

55

OTHER MATTERS

The Board is not aware of any other matters that are to be presented at the Annual Meeting, and it has not been advised that any other person will present any other matters for consideration at the meeting. If other matters should properly come before the Annual Meeting, the shareholders present, or the persons, if any, authorized by a valid proxy to vote on their behalf, will vote on such matters in accordance with their judgment.

56

SHAREHOLDER PROPOSALS

Any proposal that a shareholder wishes to include in the Company’s Proxy Statement for the ~~2017~~2018 annual meeting of ~~stockholders~~shareholders must be received by the Company at its principal office on or prior to ~~January 18,~~December 22, 2017, and must be submitted in compliance with SEC Rule 14a-8. Proposals should be addressed to:

~~Synergy Resources Corporation~~

SRC Energy Inc.

Attention: Corporate Secretary

~~1625~~

1675 Broadway, Suite ~~300~~

2600

Denver, CO 80202

Pursuant to SEC Rule 14a-4(c)(1), if our Corporate Secretary receives any shareholder proposal at the address listed above after ~~April 3, 2017~~March 7, 2018 that is intended to be presented at the ~~2017~~2018 annual meeting of shareholders without inclusion in the Proxy Statement for the meeting, the proxies designated by the Board will have discretionary authority to vote on such proposal.

57

HOUSEHOLDING INFORMATION

The SEC permits companies and intermediaries (such as brokers and banks) to satisfy delivery requirements for proxy statements and annual reports with respect to two or more shareholders sharing the same address by delivering a single proxy statement and annual report to those shareholders. This process, which is commonly referred to as “householding,” is intended to reduce the volume of duplicate information shareholders receive and reduce expenses for companies. Both the Company and some of our intermediaries may be householding our proxy materials and annual report. Once you have received notice from your broker or another intermediary that they will be householding materials sent to your address, householding will continue until you are notified otherwise or until you revoke your consent. Should you wish to receive separate copies of our annual report and proxy statement in the future, we will promptly deliver a separate copy of each of these documents to you if you send a written request to us at our address appearing on the cover of this Proxy Statement, to the attention of our corporate secretary. If you hold your shares through an intermediary that is householding and you want to receive separate copies of our annual report and proxy statement in the future, you should contact your bank, broker or other nominee.

By Order of the Board of Directors,




/s/ Lynn A. Peterson
Lynn A. Peterson
Chief Executive Officer
~~May 18~~, ~~2016~~ April 21, 2017

38

58

Appendix A

SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION

~~PROXY~~ OF

SYNERGY RESOURCES CORPORATION ~~THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned shareholder of~~

Synergy Resources Corporation, ~~acknowledges receipt~~changing its name hereby to “SRC Energy Inc.” (the “Corporation”), a corporation organized and existing under the laws of the ~~Notice~~State of Colorado, hereby certifies as follows:

A.These Second Amended and Restated Articles of Incorporation, which amend and restate the original Articles of Incorporation of the ~~Annual Meeting of Shareholders~~Corporation and all amendments and restatements thereto prior to ~~be held June 22, 2016, at 10:00 am Mountain Daylight Time, at~~ the Sheraton Denver Downtown Hotel, 1550 Court Place, Denver, CO 80202 and hereby appoints each of Lynn A. Peterson and Cathleen M. Osborn each with the power of substitution, as Attorney and Proxy to vote all the shares of the undersigned at said annual meeting of shareholders and at all adjournments thereof, hereby ratifying and confirming all that said Attorney and Proxy may do or cause to be donedate hereof (the “Prior Articles”), have been approved by virtue hereof. The above named Attorney and Proxy is instructed to vote all of the undersigned’s shares as indicated on this proxy card. (CONTINUED AND TO BE SIGNED ON REVERSE SIDE) PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held June 22, 1016. The Proxy Statement and our 2015 Annual Report to Stockholders are available at: http://www.viewproxy.com/syrginfo/2016am

~~Filed by the Registrant~~ x

~~Filed by a Party other than the Registrant~~o

~~Check the appropriate box:~~
o	Preliminary Proxy Statement
o ý	Confidential, for Use of the Commission Only ~~(as~~ (as permitted by Rule 14a-6(e)(2))
x	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material ~~under~~Pursuant to §240.14a-12



~~SYNERGY RESOURCES CORPORATION~~
~~(Name of Registrant as Specified In Its Charter)~~

~~Not Applicable~~
~~(Name of Person(s) Filing Proxy Statement, if other than the Registrant)~~

~~Payment of Filing Fee (Check the appropriate box):~~
x ý	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)
	~~(2)~~		Aggregate number of securities to which transaction applies:
	(3)
	~~(3)~~		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)
	~~(4)~~		Proposed maximum aggregate value of transaction:
	(5)
	~~(5)~~		Total fee paid:
o
o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)
	~~(2)~~	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	~~(3)~~ (4)	~~Filing Party:~~

	~~(4)~~	Date Filed:

		~~Page~~

	Page
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND PROCEDURAL ~~MATTERS~~MATTER	1 4
2016 PERFORMANCE SUMMARY	9
PROPOSAL NO. 1—ELECTION OF DIRECTORS	5 12

CORPORATE GOVERNANCE	7 15

PROPOSAL NO. 2—RATIFICATION OF INDEPENDENT REGISTERED ACCOUNTING FIRM	12 20
PROPOSAL NO. 3—APPROVAL OF AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION	23
EXECUTIVE COMPENSATION	13 24

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	35 52

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	37 55

OTHER MATTERS	37 56

SHAREHOLDER PROPOSALS	37 57

HOUSEHOLDING INFORMATION	38 58
Appendix A	59
Proxy Card	62

	Fees Earned or Paid in Cash
Name	Annual Retainer		Committee Retainers		Committee Chairman Retainer		Total
Rick Wilber (1)	$	128,333	$	—	$	—	$	128,333
Raymond McElhaney (2)	128,333		—		—		128,333
Bill Conrad (2)	128,333		—		—		128,333
R.W. Noffsinger (2)	128,333		—		—		128,333
George Seward (3)	128,333		—		—		128,333
Jack Aydin (4)	128,333		—		—		128,333
Total	$	769,998	$	—	$	—	$	769,998



Name	Stock Awards($)⁽¹⁾	Annual Retainer($)	Committee Retainers($)	Committee Chairman Retainer($)	Total($)
Rick Wilber⁽²⁾	132,894	60,000	7,500	5,000	205,394
Raymond McElhaney	132,894	60,000	15,000	5,000	212,894
Jack Aydin	132,894	60,000	7,500	15,000	215,394
Daniel E. Kelly	86,154	55,000	5,000	--	146,154
Paul Korus	56,163	30,000	--	8,500	94,663
Total	540,999	265,000	35,000	33,500	874,499


1.	To elect the nominees named in the accompanying proxy statement as members of the Company’s Board of Directors;


2.	To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2017;


3.	To approve an amendment of the Company’s Amended and Restated Articles of Incorporation to change the name of the Company from Synergy Resources Corporation to SRC Energy Inc.; and


4.	To transact such other business as may properly come before the meeting or any adjournment or postponement of the meeting.


1.	To elect the nominees named herein as members of the Company’s Board;


o	Reconfigured our management team, with 100% replacement of the Company’s senior executive team;


o	Hired technical and operational teams, bringing skills in-house that were previously outsourced;


o	Addressed staffing and performance issues throughout the Company through hiring of a higher level of technical expertise in many functional areas; and


o	Adopted new executive and staff compensation programs to better align with a pay for performance philosophy and industry best practices.


o	Reconstituted the Board so there are no material related party transactions;


o	Evaluated and pursued multiple growth opportunities, culminating in the acquisition of Greeley Crescent acreage from Noble Energy (the “GC Acquisition”);


o	Increased drilling activity from one rig to two rigs during 2016;


o	Relocated headquarters to Denver, Colorado, where there is a larger pool of industry professionals to draw from; and


o	Established a Greeley field office.


o	Restructured Board compensation to better align with shareholders’ interests using reduced cash compensation and increased stock awards; and


o	Executed capital markets transactions which raised $543.4 million in equity and $80 million in long-term debt, primarily to finance the GC Acquisition;


o	Reviewed the complete financial reporting environment and enhanced the documentation and testing of the Company’s controls as needed; and


o	Engaged more experienced service providers when necessary, with deeper technical expertise, to better position the Company for growth and its changing needs.


o	Provided that more than two-thirds of total direct compensation paid to the Company’s named executive officers is performance-based;


o	Adopted performance goals to link executive compensation to performance; and


o	Structured long-term compensation to align with shareholder value creation by subjecting significant portions of the long-term equity incentive awards to performance-based vesting.

~~Name~~			~~Age~~	~~Position~~


Name	Age	Position
Lynn A. Peterson	63 64	Chief Executive Officer, President and ~~Director~~ Chairman
James P. Henderson	50 51	Executive Vice President Finance and Chief Financial Officer
~~Craig D. Rasmuson~~ Cathleen M. Osborn	48 64	Vice President and General Counsel
Michael J. Eberhard	59	Chief Operating Officer – Operations
~~Rick~~Nicholas A. ~~Wilber~~ Spence	69 58	~~Director~~ Chief Operating Officer – Development
Raymond E. McElhaney	59 60	Director
Jack N. Aydin	75 76	Director
Daniel E. Kelly	57 58	Director
Paul J. Korus	59 60	Director ~~Candidate~~

	Four Months Ended		Year Ended August 31,
	December 31, 2015		2015		2014		2013
Restricted shares of common stock	—		—		15,883		31,454
Value of restricted common stock (in thousands)	$	—	$	—	$	106	$	105

	Four Months Ended December	Year Ended August 31,
	31, 2015	2015		2014
Audit Fees	225,000	$	345,000	$	275,000
Audit-Related Fees	92,000	65,000		42,000
Tax Fees	20,485	91,000		66,000
All Other Fees	26,815	46,000		50,000
Total Fees	364,300	$	547,000	$	433,000



	Year Ended December 31, 2016		Four Months Ended December 31, 2015		Year Ended August 31, 2015
Audit Fees	$	129,650	$	282,000	$	385,000
Audit-Related Fees	25,000		49,500		71,000
Tax Fees	111,225		32,800		91,000
All Other Fees	23,000		0		0
Total Fees	$	288,875	$	364,300	$	547,000



	Year Ended December 31, 2016
Audit Fees	$	405,000
Audit-Related Fees	0
Tax Fees	0
All Other Fees	2,000
Total Fees	$	407,000


o	In addition, the TSR from the time of the GC Acquisition (i.e., May 9, 2016) through the end of 2016 was approximately 59%, ranking fourth among the 2016 compensation peer group for the same period.



Abraxas Petroleum Corp.		Oasis Petroleum Inc.
Callon Petroleum Company		PDC Energy, Inc.
Carrizo Oil & Gas Inc.		Panhandle Oil and Gas Inc.
Diamondback Energy, Inc.		Parsley Energy
Eclipse Resources Corp		Rice Energy Inc.
Gulfport Energy Corp.		RSP Permian, Inc.
Halcon Resources Corporation		SM Energy Company
Laredo Petroleum, Inc.		Triangle Petroleum Corporation
~~Magnum Hunter~~Matador Resources ~~Corp.~~ Company		WPX Energy, Inc.
~~Matador Resources Company~~		~~Whiting Petroleum Corp.~~
Northern Oil and Gas, Inc.		Whiting Petroleum Corp.



Responsible Party	Roles and Responsibilities
Compensation Committee of the Board of Directors The Committee is comprised of Independent Directors and reports to the Board.	• Oversees all executive officer compensation levels, including benefits, having a goal of maintaining compensation levels that are comparable to the marketplace and in conformity with shareholder interests. • Administers the Company's current equity and other compensation plans and any additional plans adopted by the Company. • Reviews and approves corporate goals and objectives relevant to CEO compensation. • Evaluates the CEO's performance in light of set goals and objectives, and determines and approves the CEO's compensation level based on this evaluation. • Has authority to determine and approve non-CEO compensation. • Makes recommendations to the Board with respect to incentive compensation plans and equity-based plans. • Develops a compensation committee report on executive compensation as required by the SEC to be included in the Company's annual proxy statement or annual report on Form 10-K filed with the SEC.
Consultant to the Compensation Committee Compensation & Benefit Solutions, LLC, as an independent consultant retained directly by the Compensation Committee, provides consulting advice on matters of governance and executive compensation.	• Provides advice and guidance on the appropriateness and competitiveness of our compensation programs relative to Company performance and market practice. • Performs all functions at the direction of the Compensation Committee. • Attends Compensation Committee informal discussions and meetings (including executive sessions, as required), as requested. • Provides advice and guidance regarding governance issues bearing on the executive compensation determinations. • Provides market data, as requested. • Consults on various compensation matters and compensation program designs and practices. • Conducts an assessment of the risks arising from our compensation programs. • Confers with the CEO on behalf of the Compensation Committee concerning compensation, incentives and goals for other NEOs. • Assists in selection of the Company’s peers.
Chairman and CEO With the support of other members of the management team.	• Reviews performance of the other executive officers and makes recommendations to the Compensation Committee with respect to their compensation. • Confers with the Compensation Committee concerning design and development of compensation and benefit plans for Company employees.



Compensation Component	Description	Purpose	Key Characteristic
Base Salary	Cash compensation based on executive officer’s role and employment agreement, if any. Salary levels are evaluated annually and may be adjusted for length of service, competitive considerations or recognition of a change in responsibilities.	• Provide financial certainty and stability • Attract and retain executive talent • Recognize experience, length of service, competitive market conditions and individual performance	Fixed
Annual Incentive Award	Each year the Compensation Committee approves awards for the CEO and NEO team, and establishes performance metrics and target awards for the upcoming year. The Compensation Committee determines the extent to which an award is earned and the amount of such award based on individual and Company performance against pre-established goals.	• Motivate executive officers to achieve key annual goals and position the Company for long-term success • Reward executive officers for individual performance and overall Company performance	Variable/At-Risk
Long-Term Incentive Award	Each executive officer is eligible to receive an award at the discretion of the Compensation Committee based upon long-term performance potential. Awards are generally made annually and are comprised of a mix of time-based vesting and performance-based vesting requirements.	• Provide an incentive for executive officers to achieve long-term sustainable success for the Company and to promote shareholder value • Attract, motivate, reward and retain executive talent • Link realized value directly to shareholder return by applying a three-year performance period measuring relative TSR for performance-based awards	Variable/At-Risk

~~EXECUTIVE~~		~~DATE~~		~~SALARY ACTION~~		~~REASON FOR ACTION~~
~~Mr. Holloway~~	~~November 1, 2014~~		~~Base salary was increased to $999,900 per employment contract year (June 1 - May 31), beginning June 1, 2015.~~		Base salary was increased due to continued outstanding performance, long tenure with the Company, exceptional positioning of the Company despite prevailing market forces, a history of creating high levels of shareholder return, and payment of a 2014 bonus over a twelve month period.
~~Mr. Scaff, Jr.~~ Name	~~November 1, 2014~~		2016 Base ~~salary was increased to $999,900 per employment contract year (June 1 - May 31), beginning June 1, 2015.~~		Base salary was increased due to continued outstanding performance, long tenure with the Company, exceptional positioning of the Company despite prevailing market forces, a history of creating high levels of shareholder return, and payment of a 2014



Named Executive Officer	Title	Base Salary	Threshold (% of Base Salary)	Target (% of Base Salary)	Maximum (% of Base Salary)	Threshold ($)	Target ($)	Maximum ($)
Lynn Peterson	CEO & President	$610,000	50%	100%	200%	$305,000	$610,000	$1,220,000
James Henderson	CFO	$375,000	42.5%	85%	170%	$159,375	$318,750	$637,500
Mike Eberhard (1)	COO - Operations	$290,000	25%	50%	100%	$72,500	$145,000	$290,000
Nicholas Spence (1)	COO - Development	$290,000	25%	50%	100%	$72,500	$145,000	$290,000
Cathleen Osborn	General Counsel	$285,000	25%	50%	100%	$71,250	$142,500	$285,000
Craig Rasmuson (1)	EVP Business Development	$300,000	25%	50%	100%	$75,000	$150,000	$300,000


(1)	Base salaries on which STI awards are based have been adjusted to account for mid-year change in roles.



Performance Metrics	Metric Weight %
Production	20	% 20%
Adjusted EBITDA	25	% 25%
Proved Reserves	20	% 20%
Individual Objectives	25	% 25%
Safety	10	% 10%