<ins>CABOT OIL & GAS CORPORATION

840 Gessner Road, Suite 1400,
Houston, Texas 77024
Thursday, April 23, 2015,
8:00 a.m. (Central Time)

You are cordially invited to attend the Annual Meeting of Stockholders of Cabot Oil & Gas Corporation to be held on Thursday, ~~May 2, 2013,~~April 23, 2015, at 8:00 a.m., ~~local time,~~Central Time, in our offices, located at 840 Gessner Road, Suite 1400, Houston, Texas 77024.

The attached Notice of Annual Meeting of Stockholders and Proxy Statement cover the formal business of the meeting. To better acquaint you with the directors, the Proxy Statement contains biographical information on each nominee ~~and each director continuing in office.~~for director. Directors and officers of the Company will be present at the meeting to respond to your questions.

Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented. Please complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided, or if your proxy card or voting instructions form so indicates, vote electronically via the Internet or telephone.

If you plan to attend the Annual Meeting, please bring a valid government-issued photo identification. If your shares are held in the name of a broker or other nominee, please bring with you a letter (and a legal proxy if you wish to vote your shares) from your broker or nominee confirming your ownership as of the record date.

~~The Annual Meeting of Stockholders of Cabot Oil & Gas Corporation (the “Company”)~~8:00 a.m., ~~a Delaware corporation, will be held at the Company’s offices,~~ Central Time,

840 Gessner Road, Suite 1400, Houston, Texas 77024 ~~on Thursday, May 2, 2013, at 8:00 a.m., local time, for~~

Each of these items is fully described in the attached proxy statement, which is made a part of this Notice.

Only holders of record of our ~~Common Stock at the close of business~~common stock on March ~~8, 2013 are~~2, 2015 will be entitled to ~~receive~~ notice of and to vote at the Annual Meeting. ~~The transfer books of the Company will not be closed.~~

Please vote your shares ~~be represented and voted at~~as promptly as possible, even if you plan to attend the Annual ~~Meeting. Stockholders are urged to vote their shares~~Meeting, by one of the following ~~methods whether or not they plan to attend the Annual Meeting:~~methods:

~~vote via the Internet or by telephone using the instructions on the proxy card, if this option is available to you (please refer to your proxy card to determine if this option is available to you); or~~

~~complete, sign, date and return the accompanying proxy card in the enclosed self-addressed envelope (the self-addressed envelope requires no postage if mailed in the United States).~~

If you plan to attend the Annual ~~Meeting, you must show proof of stock ownership.~~Meeting: Registered stockholders will be asked to present a valid government-issued photo identification. If your shares are held in the name of your broker, bank or other nominee, you must bring to the meeting a valid government-issued photo identification and an account statement or letter (and a legal proxy if you wish to vote your shares) from the nominee indicating that you beneficially owned the shares on ~~March 8, 2013,~~ the record date for voting.

For safety and security reasons, cameras, camera phones, recording equipment, electronic devices, large bags, brief cases or packages will not be permitted in the meeting.

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of Cabot Oil & Gas Corporation (the “Company”) of proxies for use at its ~~2013~~2015 Annual Meeting of Stockholders, to be held at the Company’s offices, 840 Gessner Road, Suite 1400, Houston, Texas 77024 on Thursday, ~~May 2, 2013,~~April 23, 2015, at 8:00 a.m. ~~(local time),~~Central Time, or any adjournment or postponement thereof (the “Annual Meeting”), for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. You may revoke your proxy at any time prior to its use by a written communication to Ms. Deidre L. Shearer, Corporate Secretary of the Company, or by a duly executed proxy bearing a later date.

Stockholders attending the Annual Meeting may vote their shares in person even though they have already executed a proxy. Properly executed proxies not revoked will be voted in accordance with the specifications thereon at the Annual Meeting and at any adjournment or postponement thereof. At the meeting, ~~shareholders~~stockholders will be asked to consider and act upon the following matters discussed in the attached proxy statement. Proxies delivered by record ~~shareholders~~stockholders without voting instructions marked will be voted:

Proxies will be voted in the best judgment of the proxy holders on any other matters that may properly come before the meeting.

Only holders of record of the Company’s Common Stock, par value ~~$.10~~$0.10 per share (“Common Stock”), as of the close of business on March ~~8, 2013,~~2, 2015, are entitled to vote at the Annual Meeting. As of that date, the Company had outstanding and entitled to vote ~~210,345,018~~413,601,343 shares of Common Stock.

Each share of Common Stock is entitled to one vote per share. There is no provision for cumulative voting. A quorum for the consideration of business at the Annual Meeting consists of a majority of all outstanding shares of stock entitled to vote at the Annual Meeting. The Proxy Statement and form of Proxy are being first sent or given to shareholders on or about March ~~20, 2013.~~12, 2015.

In accordance with Delaware law, a stockholder entitled to vote for the election of directors can vote against all nominees for director or can vote against certain nominees for director. Abstentions and broker non-votes (proxies submitted by brokers that do not indicate a vote for a proposal because they do not have discretionary voting authority and have not received instructions from the beneficial owners of the shares as to how to vote on that proposal) are counted as present in determining whether the quorum requirement is satisfied. For purposes of determining the outcome of any question as to which the broker has physically indicated on the proxy that it does not have discretionary authority to vote, these shares will be treated as not present and not entitled to vote with respect to that question, even though those shares are considered entitled to vote for quorum purposes and may be entitled to vote on other questions.

the New York Stock Exchange (the “NYSE”) precludes brokers from exercising voting discretion on certain proposals without specific instructions from the beneficial owner. Importantly, NYSE rules prohibit brokers holding shares in “street name” for their beneficial holder clients from exercising voting ~~in uncontested director elections or~~discretion on ~~advisory votes regarding executive compensation on behalf of the clients~~certain proposals without ~~receiving~~ specific ~~voting~~ instructions from those clients. Under NYSE rules, brokers will have discretion to vote only on Proposal II2 (ratification of appointment of auditor). Brokers cannot vote on any of the other proposals without instructions from the beneficial owners.If you do not instruct your broker how to vote on each of the other proposals, your broker will not vote for you.

Because the vote required for Proposal I1 (election of directors) is a majority of the votes present in person or by proxy at the meeting and entitled to vote on the proposal, with “majority” meaning that the number of shares voted “for” a director’s election

exceeds the number of shares voted “against” such director’s election, abstentions and broker non-votes will have no effect on the outcome of the voting on the proposal. Because the vote required for approval of Proposal II2 (ratification of auditors), Proposal ~~III~~3 (executive compensation), Proposal 4 (shareholder proposal) and Proposal IV5 (shareholder proposal), is a majority of the shares present in person or by proxy at the meeting and entitled to vote on the proposal, abstentions will have the same effect as votes against the proposal, but broker non-votes will not affect the outcome of the voting on the proposal.

The Board of Directors is currently divided into three classes of directors serving staggered three-year terms. Beginning with the Annual Meeting, however, all directors with a term expiring at the Annual Meeting will be elected for one year terms, as a result of a management proposal to declassify the Board approved by the shareholders in 2012. The size of the Board of Directors is currently set at seven members, ~~with two members~~ each ~~in the classes~~of whose terms expire in ~~2013 and 2014 and three members in~~2015. Effective upon the ~~class whose term expires in 2015. At~~date of the 2015 ~~annual~~Annual Meeting, however, the size of the Board of Directors will be reduced to six to reflect the retirement of P. Dexter Peacock, one of our current directors, pursuant to our mandatory director retirement policy. Accordingly, the Board of Directors has nominated only six directors to be elected at the 2015 Annual Meeting. This is the first meeting at which the Board will be fully declassified and all directors will ~~be elected~~stand for election for one-year terms. ~~Robert L. Keiser and W. Matt Ralls~~

Each of the nominees are currently directors and have been nominated for election at the 2015 Annual Meeting for terms of one year, each to hold office until the expiration of his term in ~~2014~~2016 and until his successor shall have been elected and shall have qualified. The business experience of each nominee as well as the qualifications that led our Board to select each nominee for election to the Board is discussed below.

The Board believes that the combination of the various qualifications, skills and experiences of the 2015 director nominees would contribute to an effective and well-functioning Board. The Board and the Corporate Governance and Nominations Committee believe that, individually and as a whole, the Board possesses the necessary qualifications to provide effective oversight of the business and quality advice and counsel to the Company’s management.

It is the intention of the persons named in the enclosed form of proxy to vote such proxiesFORthe election of ~~Messrs. Keiser and Ralls~~each of the nominees for terms of one year. If any one of the nominees is not available at the time of the Annual Meeting to serve, proxies received will be voted for substitute nominees to be designated by the Board of Directors or, in the event no such designation is made by the Board, proxies will be voted for a lesser number of nominees. In no event will the proxies be voted for more than the number of nominees set forth above.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTEFOR THE ELECTION OF ~~MESSRS. KEISER AND RALLS~~EACH OF THE NOMINEES TO THE BOARD OF DIRECTORS.

Set forth below, as of March 1, ~~2013, for each continuing director and~~2015, for each nominee for election as a director of the Company, is biographical information and information regarding ~~age, position(s) with~~ the ~~Company, membership on committees~~business experience, qualifications and skills of each director nominee that led the Board ~~of Directors,~~to conclude that the ~~period served as a~~ director ~~and term of office, business experience during at least the past five years, and other directorships held at any time during the past five years.~~is qualified to serve on our Board. Mr. Dinges, Chairman, President and Chief Executive Officer, is the only employee or former employee of the Company on the Board of Directors.

Mr. Best brings over 30 years of significant management, leadership, transactional and financial experience to our Board. Most recently, he served as Non-executive Chairman of the Board of Crosstex Energy L.P., a large publicly traded midstream company, from 2009 through its combination with the midstream assets of Devon Energy Corporation in March 2014 to create EnLink Midstream Partners, LP, one of the largest midstream companies in the United States. This tremendous experience enables him to provide valuable insights into the transportation aspects of our business and enhances the overall strategic oversight capabilities of our Board. Mr. Best’s distinguished career includes serving as Chairman and CEO of Lone Star Technologies, Inc., a former publicly traded company servicing the oil and natural gas industry, and holding positions of leadership in the banking industry. In addition to his considerable management and financial expertise, Mr. Best brings to bear an extensive corporate governance background from his current and former service on public company boards. This diverse experience enables Mr. Best to bring unique and valuable perspectives to the Board and make him particularly qualified to serve as the Chairman of the Compensation Committee and a member of the Audit Committee of the Board. In recognition of his exemplary service on corporate boards, the National Association of Corporate Directors named Mr. Best “2014 Director of the Year.”

3Mr. Dinges brings to the Board over 30 years of executive management experience in the oil and gas exploration and production business, and as our Chief Executive Officer for the last 13 years, a deep knowledge of our business, operations, culture and long-term strategy and goals. Mr. Dinges joined the Company in September 2001, after a successful 20 year career in various management positions with the predecessor to Noble Energy, Inc., and has overseen an era of tremendous growth for the Company. His steadfast leadership as Chairman of the Board provides the Board with extensive institutional knowledge and continuity, as well creating a vital link between management and the Board. Mr. Dinges also possesses a diversity of corporate governance experience gained from service on the Board of United States Steel Corporation and several charitable and industry organizations.

Committee Memberships: Compensation, Corporate Governance and Nominations (Chairman) and Executive

Mr. Gibbs brings to the board a wealth of experience gained from a lifelong career dedicated to diverse aspects of the oil and gas industry. Prior to his retirement in 2010, Mr. Gibbs served as Chairman, President and CEO of the Frontier Oil Corporation, at the time the fourth largest publicly held independent refining company in the United States. His career at Frontier and its predecessor spanned 28 years and also included serving as CFO, providing deep knowledge of the upstream energy business, as well as transactional and financial expertise. Mr. Gibbs also held positions of leadership at a worldwide supplier of primarily geophysical oilfield services and equipment, and as a Senior Vice President for Texas Commerce Bank, where he utilized his PhD in Economics. His extensive public company board experience, as well as distinguished service on the Board of Trustees of Southern Methodist University, allows him to bring diverse corporate governance perspectives to the Board and enhances his effectiveness as Chairman of the Corporate Governance and Nominations Committee.

Mr. Keiser brings to the Board his extensive business, senior management and technical industry experience gained from his executive management experience as Chairman and CEO of Oryx Energy Company and from the entire 34 years in various leadership roles for that company and its predecessors and successor, Kerr-McGee Corporation. Mr. Keiser’s diverse background includes international operational experience as CEO and COO of Oryx UK and Oryx International, as well as an Electrical Engineering degree. This strong operational and technical background provides valuable insight and expertise for his service as the Chairman of our Safety and Environmental Affairs Committee, a position he has held for over six years, providing continuity of leadership for that important committee. Mr. Keiser brings a deep knowledge of our business through over eight years of service on our Board and the strong governance experience from those years of service as well as service on many other public energy company boards throughout his career.

Mr. Kelley’s extensive experience in the financial, accounting and executive management of public energy companies, as well as corporate governance experience as a director of several public energy companies, makes him particularly valuable as a member of our Board and as our Audit Committee Chairman for the past six years. Mr. Kelley’s experience as President and CEO and later Chairman of the Board of Noble Energy Inc. provides him with valuable operational, leadership and management experience. Mr. Kelley’s accounting and finance background gained while serving industry clients as a CPA for a national public accounting firm and while serving in positions of senior leadership in accounting and finance roles at a predecessor to Noble Energy also brings vital financial expertise to our Audit Committee. Mr. Kelley’s 11 years of service to our Board provides a continuity of leadership and an understanding of our business and strategy that is crucial to the effective functioning of our Board.

Committee Memberships: Corporate Governance and Nominations and Safety and Environmental Affairs

Mr. Ralls’ diverse operational, financial and executive management experience in various roles in the oil and gas industry, including most recently within the drilling segment of the industry, provides the Board with a wealth of expertise from which to draw. Mr. Ralls’ recent service as President and CEO of Rowan Companies, and his combined fifteen years’ executive management experience at Rowan and GlobalSanteFe Corporation, both international contract drilling companies, provides valuable management and financial expertise and insight into an aspect of our business that represents a significant portion of our capital expenditure budget. Prior to his drilling industry experience, Mr. Ralls served as Executive Vice President of a public upstream oil and gas company, which gave him a thorough understanding of our core business. In his service to the Board, Mr. Ralls is also able to draw from his 17 years of experience in various banking management positions with three large Texas-based commercial lenders to the energy industry. Mr. Ralls’ extensive public company board experience makes him an invaluable member of the Corporate Governance and Nominations Committee. His effectiveness on such committee is enhanced by his positions of leadership on the boards of several industry trade associations, including the International Association of Drilling Contractors and the American Petroleum Institute.

The following table reports beneficial ownership of the Common Stock by holders of more than five percent of the Company’s Common Stock. Unless otherwise noted, all ownership information is based upon filings made by such persons with the SEC.

The following table reports, as of February 1, 2015, beneficial ownership of Common Stock by each director and nominee for director, by each named executive officer listed in the “Summary Compensation Table” below and by all directors, nominees and executive officers as a group. Unless otherwise indicated, the persons below have sole voting and investment power with respect to the shares of Common Stock showed as beneficially owned by them.

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s executive officers and directors to file initial reports of ownership and reports of changes in ownership of Company Common Stock with the SEC and, pursuant to rules promulgated under Section 16(a), such individuals are required to furnish the Company with copies of Section 16(a) reports they file. Based solely on a review of the copies of such reports furnished to the Company, and written representations that those reports accurately reflect all reportable transactions and holdings, all reports required by Section 16(a) were filed in 2014.

The Company’s Corporate Governance Guidelines require that at least a majority of the Company’s directors be independent under the New York Stock Exchange (“NYSE”) listing standards and all other applicable legal requirements. Additionally, all members of the audit committee, compensation committee and corporate governance and nominations committee are required to be independent. The NYSE listing standards include objective tests that can disqualify a director from being treated as independent, as well as a subjective element, under which the Board must affirmatively determine that each independent director has no material relationship with the Company or management. In making its independence determinations, the Board considered all material relationships with each director, and all transactions since the start of ~~2010~~2012 between the Company and each director nominee, members of their immediate families or entities associated with them.

The Board has adopted categorical standards ~~in 2004~~ to assist it in making independence determinations. A relationship falls within these categorical standards if it:

~~Is a type of relationship addressed in Section 303A.02(b) of the NYSE Listed Company Manual, but under those rules does not preclude a determination of independence;~~

~~Is a type of relationship or transaction addressed in Item 404 of Regulation S-K, but under that regulation does not require disclosure; or~~

Consists of charitable contributions by the Company to an organization where a director is an executive officer and does not exceed the greater of $1 million or 2% of the organization’s gross revenue in any of the last three years.

The Board of Directors has determined that each director’s relationship with the Company, with the exception of Mr. Dinges, the Chairman, President and Chief Executive Officer, falls within the categorical standards and that all directors, with the exception of Mr. Dinges, are independent. In making its subjective determination that each non-employee director is independent, the Board reviewed and discussed additional information provided by the directors and the Company with regard to each director’s business and personal activities as they may relate to the Company and the Company’s management. The Board considered the transactions in the context of the NYSE’s objective listing standards, the categorical standards noted above, the additional standards established for members of audit committees, and the SEC, U.S. Internal Revenue Service and NYSE standards for compensation committee members. Some members of the Company’s Board also serve as directors of other entities with which the Company does business. Each of these relationships is reviewed by the Board, which examines the amount of business done by the Company and the other entities and the gross revenue for each of the other entities. This review is for each of the last three fiscal years for which financial data is ~~available~~.available. This review applied to Messrs. Best ~~Gibbs, Kelley, Peacock~~ and Ralls. ~~None of these relationships involved payments in excess of the greater of $1 million or 2% of the relevant entity’s consolidated gross revenue for 2010, 2011 or 2012.~~

Based on all of the foregoing, the Board made a subjective determination that, because of the nature of the transaction, the director’s relationship with the other entity and/or the amount involved, no relationships exist that, in the opinion of the Board, would impair the director’s independence. Further, the Board of Directors has determined that all members of the Audit Committee, Compensation Committee and Corporate Governance and Nominations Committee are independent.

Under its charter, the Corporate Governance and Nominations (“CGN”) Committee seeks out and evaluates qualified candidates to serve onas Board members as necessary to fill vacancies or the additional needs of the Board, and considers candidates recommended by shareholders and management of the Company. The CGN Committee generally identifies nominees through recommendations made by incumbent directors. A resume is reviewed and, if merited, an interview follows. Any shareholder desiring to propose a nominee to the Board of Directors ~~and~~should submit such proposed nominee for consideration by the CGN Committee, including the proposed nominee’s qualifications, to ~~lead~~Ms. Deidre L. Shearer, Corporate Secretary, Cabot Oil & Gas Corporation, 840 Gessner Road, Suite 1400, Houston, Texas 77024. Shareholders who meet certain requirements specified in our by-laws may also nominate candidates for inclusion in our proxy materials for an annual meeting as described in “Future Stockholder Proposals.” There are no differences in the ~~Company as Chairman~~manner in which the CGN Committee evaluates nominees for director based on whether the nominee is recommended by a shareholder or the incumbent directors.

Whether nominated by a shareholder or through the activities of the Committee, the CGN Committee seeks to select candidates who have personal and professional integrity, who have demonstrated exceptional ability and judgment and who will be most effective, in conjunction with the other nominees and Board ~~President and CEO, for his executive management experience at~~members, in collectively serving the long-term interests of the Company and ~~while at Noble Energy Inc.,~~its shareholders. The CGN Committee’s assessment of candidates will include, but not be limited to, considerations of character, judgment, diversity, age, expertise, industry experience, independence, other board commitments and the ability and willingness to devote the time and effort necessary to be an effective board member. The CGN Committee has adopted minimum criteria for Board membership that include (i) a ~~publicly traded company involved~~strong commitment to his/her fiduciary responsibilities to the Company’s shareholders, with no actual or perceived conflict of interest that would interfere with his/her responsibilities to or relationships with the Company’s shareholders, employees, suppliers, and customers; (ii) the ability to think strategically and the insight to assist management in placing the ~~oil~~Company in a competitive position within the industry; (iii) a record of achievement, and ~~natural gas business. Mr. Best was chosen~~a position of leadership in his/her field, with the interest and intellect to serve on the Board of Directors for his executive management experience at Lone Star Technologies, Inc., a former publicly traded company servicing the oil and natural gas industry, and for his banking and finance experience. Mr. Gibbs was selectedbe able to serve on the Board of Directors for his executive management experience at Frontier Oil Corporation, a publicly traded oil refining company. Mr. Keiser was selected to serve on the Board of Directors for his executive management experience at Kerr-McGee Corporation and Oryx Energy Company, both former publicly traded companies involved in theaddress energy industry challenges and ~~for his engineering background. Mr. Kelley was selected~~opportunities; and (iv) the time to ~~serve on~~attend Board meetings and the ~~Board of Directors for his executive management experience at Noble Energy Inc., and for his financial background as a Certified Public Accountant. Mr. Peacock was selected~~commitment to serve on the Board of Directors for his business experience managing a large professional organization and for his legal experience at Andrews Kurth L.L.P representing energy companies in corporate law, securities matters and mergers and acquisitions. Mr. Ralls was selecteddevote any reasonable required additional time to serve on the Board of Directors for his executive management and industry experience as the CEO and a director of Rowan Companies plc, a publicly traded provider of global offshore contract drilling services.deal with Company business.

The Board of Directors encourages a diversity of backgrounds among its members; however, it does not have a formal diversity policy. The Board considers candidates with significant direct or indirect energy industry experience that will provide the Board as a whole the talents, skills, diversity and expertise to serve the long-term interests of the Company and its shareholders. For more information on specific minimum qualifications that the CGN Committee has established for board candidates, see “Director Nominations and Qualifications” above.

Mr. Dinges serves as the Chairman of the Board, President and Chief Executive Officer of the Company. We believe that our Board of Directors is best served by combining the roles of Chairman and CEO and that Mr. Dinges is highly qualified to serve in this role.

The Chairman and CEO is responsible to the Board for the overall management and functioning of the Company. The Chairman is joined in the leadership of the Board by our Lead Director, ~~Mr. Peacock,~~ who ~~was~~is elected by the non-management directors. In February 2015, the CGN Committee recommended and the non-management directors appointed, Mr. Kelley as the Lead Director, replacing Mr. Peacock who has served as Lead Director since 2005 and is retiring from the Board this year. Mr. Kelley has significant board experience and has served on the Company’s Board since ~~1998~~2003 and on other public company boards, as ~~Lead Director~~well as serving as the Company’s Audit Committee Chairman since ~~2005.~~2008. Mr. ~~Peacock~~Kelley performs an important role in the leadership of the Board by presiding at executive sessions of the non-management directors at each regular Board meeting and setting the agenda for these sessions. Mr. ~~Peacock~~Kelley also serves as a mentor to Mr. Dinges and as a liaison between Mr. Dinges and the other independent directors.

In addition to the Lead Director, our Corporate Governance Guidelines also contain strong checks and balances regarding the combined role of CEO and Chairman. Those provisions include the inability of the CEO to serve on any committees of the Board other than the Executive Committee, as only non-management directors may do so, and the requirement that a substantial majority of the directors be independent, as discussed above under “Board of Directors Independence.” All of our directors are independent, other than Mr. Dinges.

Our Board of Directors has determined that its current leadership structure is appropriate. The Board believes that Mr. Dinges, acting in his capacity as CEO of the Company, is well positioned to facilitate communications with the Board of Directors about our business. Mr. Dinges has served in this capacity since May 2002, during which time the Company’s business has undergone signification changes. ~~Only one~~None of the ~~current~~returning independent directors ~~Mr. Peacock, the Lead Director,~~ was serving at that time, so Mr. Dinges provides continuity and historical perspective to the Board. Under Mr. Dinges’ leadership, the Company has grown from a market capitalization of approximately $800 million with operations in onshore Texas and Louisiana Gulf Coast, the Rocky Mountains, the Anadarko Basin and Appalachia to an over $12 billion market capitalization company as of December 31, 2014, with most of its reserves in the Marcellus Shale area in northeast Pennsylvania. ~~In addition,~~ Mr. Dinges has the full confidence of the Board. For all these reasons, the Board has determined that the most appropriate form of leadership for the Board of Directors currently is for the CEO, who is responsible for the day-to-day operations of the Company, to serve as Chairman, with strong and independent oversight by the Lead Director and the other non-management directors.

The Board of Directors considers risk oversight to be an integral part of its role, and discussions regarding risks faced by the Company are part of its meetings and deliberations throughout the year. Our Corporate Governance Guidelines provide that the Board is responsible for assessing major risks facing the Company and reviewing options for their mitigation. At the direction of the Board, management is responsible for implementing an enterprise risk management process and reporting to the Board at least annually regarding its assessment of risks that could have a significant impact on the Company and the strategies for their mitigation. In this way, the Board is engaged in risk oversight at the enterprise level.

The Board is also engaged in risk oversight through regular reports from the Audit Committee. The Audit Committee is charged with reviewing with management and the Company’s internal auditors the Company’s major financial exposures and the steps management has taken to monitor and control those exposures. The Audit Committee receives periodic reports from management on these areas of potential exposure, including litigation, commodity price hedging, liquidity and capital resources, financial reporting and disclosures and regulatory risks, among others. The Audit Committee also receives reports from management regarding compliance with our Code of Business Conduct. The Audit Committee reviews at least annually the Company’s policies and guidelines concerning financial risk assessment and financial risk management, with the assistance of the Company’s internal auditors, KPMG LLP. KPMG LLP conducts a process of assessing major risks, including management interviews, and presents and discusses with the Audit Committee its conclusions regarding the Company’s major risks. From this process, areas of concern are identified and considered and the internal audit plan is developed. Results of these reviews and audits are presented to the Audit Committee throughout the year. At each regular Board meeting, the Audit Committee Chairman reports to the Board regarding the activities of the Committee.

The Cabot Oil & Gas Corporation Corporate Governance Guidelines outline the functions and responsibilities of the Board, director qualifications, and various processes and procedures designed to ensure effective and responsive governance. The guidelines are reviewed ~~from time~~annually and revised as appropriate to ~~time in response to~~reflect changing regulatory requirements and best ~~practices and are revised accordingly.~~practices. The full text of the Corporate Governance Guidelines can be found on the Company’s website atwww.cabotog.comby ~~clicking~~choosing “About Cabot,” and then ~~clicking~~choosing “Governance.”

insider trading, financial disclosure, intellectual property and confidential information, as well as requiring strict adherence to all laws and regulations applicable to the Company’s business. Employees, officers and directors are required annually to reply to a Code of Conduct Questionnaire, which is designed to elicit information related to any known or possible violation of the Code. The full text of the Code of Business Conduct can be found on the Company’s website atwww.cabotog.comby ~~clicking~~choosing “About Cabot,” and then ~~clicking~~choosing “Governance.” The Company will satisfy the requirement to disclose any amendments to or waivers from certain provisions of its Code of Business Conduct by posting such information on the website at ~~the location in the preceding sentence.~~that location.

The Board of Directors generally holds an executive session of the non-management and independent directors during each of its regularly scheduled meetings. The executive sessions are presided over by the Lead ~~Director, Mr. Peacock.~~Director.

The Company’s Board of Directors has a process for shareholders and other interested parties to send communications to the Board. Communications should be addressed to the “Board of Directors,” a specified committee of the Board, an individual director (including the Lead Director) or the “Non-management Directors” in care of:

All communications received as described above and intended for the Board of Directors, a committee of the Board of Directors, an individual director, or the non-management directors as a group will be relayed to the appropriate directors.

The Company’s policy is that it expects all members of the Board of Directors to attend the Company’s annual meeting of stockholders. In 2012 all of the members of the Board attended the annual meeting.

~~The Board of Directors held seven meetings during 2012. All directors attended more than 75% of the meetings of the Board of Directors and of the committees on which they served.~~

During 2012, non-employee directors’ annual compensation included an annual cash retainer fee of $65,000, payable quarterly, for their services on the Company’s Board of Directors and its committees. The Lead Director, Audit Committee Chairman and Compensation Committee Chairman received an additional $12,500 annual retainer and the remaining committee chairmen received an additional $7,500 annual retainer, each payable quarterly, for their service. The directors received no meeting fees.

In 2012, non-employee directors were also entitled to an annual award of restricted stock units under the 2004 Incentive Plan, the restrictions on which lapse the date the non-employee director leaves the Board of Directors, with a targeted award value at grant date of $175,000. In 2012, these directors each received 4,788 restricted stock units.

In December 2012, the Board approved a Director Non-Qualified Deferred Compensation Plan, which provides each non-employee director an opportunity to elect each year to take any, or all, of the director’s annual cash retainer in restricted

stock units, valued at the closing price of the common stock on the date specified in the Plan, for the quarterly retainer payment. The terms of the restricted stock units are the same as those issued annually. The election will apply for the first time to the quarterly retainer for the first quarter of 2013.

Based on the results of a competitive study prepared by the Board’s independent compensation consultant, effective January 1, 2013, the Board of Directors approved an increase in non-employee directors’ annual compensation to include an annual cash retainer of $75,000 and an annual award of restricted stock units with a grant date value of $200,000. Annual retainers for leadership roles were also increased to $20,000 for the Lead Director, $15,000 for each of the Audit and Compensation Committee Chairmen, and $10,000 for each of the CGCorporate Governance & Nominations ~~and~~ CommitteeSSafety & Environmental Affairs Committee ~~Chairmen. The retainer~~EExecutive Committee

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of Cabot Oil & Gas Corporation (the “Company”) of proxies for use at its 2015 Annual Meeting of Stockholders, to be held at the Company’s offices, 840 Gessner Road, Suite 1400, Houston, Texas 77024 on Thursday, April 23, 2015, at 8:00 a.m. Central Time, or any adjournment or postponement thereof (the “Annual Meeting”), for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. You may revoke your proxy at any time prior to its use by a written communication to Ms. Deidre L. Shearer, Corporate Secretary of the Company, or by a duly executed proxy bearing a later date.

Stockholders attending the Annual Meeting may vote their shares in person even though they have already executed a proxy. Properly executed proxies not revoked will be voted in accordance with the specifications thereon at the Annual Meeting and at any adjournment or postponement thereof. At the meeting, stockholders will be asked to consider and act upon the following matters discussed in the attached proxy statement. Proxies delivered by record stockholders without voting instructions marked will be voted:

Proxies will be voted in the best judgment of the proxy holders on any other matters that may properly come before the meeting.

Only holders of record of the Company’s Common Stock, par value $0.10 per share (“Common Stock”), as of the close of business on March 2, 2015, are entitled to vote at the Annual Meeting. As of that date, the Company had outstanding and entitled to vote 413,601,343 shares of Common Stock.

Brokers holding shares must vote according to specific instructions they receive from the beneficial owners of those shares. If brokers do not receive specific instructions, brokers may in some cases vote the shares in their discretion. However, the New York Stock Exchange (the “NYSE”) precludes brokers from exercising voting discretion on certain proposals without specific instructions from the beneficial owner. Importantly, NYSE rules prohibit brokers holding shares in “street name” for their beneficial holder clients from exercising voting discretion on certain proposals without specific instructions from those clients. Under NYSE rules, brokers will have discretion to vote only on Proposal 2 (ratification of appointment of auditor). Brokers cannot vote on any of the other proposals without instructions from the beneficial owners.If you do not instruct your broker how to vote on each of the other proposals, your broker will not vote for you.

Because the vote required for Proposal 1 (election of directors) is a majority of the votes present in person or by proxy at the meeting and entitled to vote on the proposal, with “majority” meaning that the number of shares voted “for” a director’s election

exceeds the number of shares voted “against” such director’s election, abstentions and broker non-votes will have no effect on the outcome of the voting on the proposal. Because the vote required for approval of Proposal 2 (ratification of auditors), Proposal 3 (executive compensation), Proposal 4 (shareholder proposal) and Proposal 5 (shareholder proposal), is a majority of the shares present in person or by proxy at the meeting and entitled to vote on the proposal, abstentions will have the same effect as votes against the proposal, but broker non-votes will not affect the outcome of the voting on the proposal.

The size of the Board of Directors is currently set at seven members, each of whose terms expire in 2015. Effective upon the date of the 2015 Annual Meeting, however, the size of the Board of Directors will be reduced to six to reflect the retirement of P. Dexter Peacock, one of our current directors, pursuant to our mandatory director retirement policy. Accordingly, the Board of Directors has nominated only six directors to be elected at the 2015 Annual Meeting. This is the first meeting at which the Board will be fully declassified and all directors will stand for election for one-year terms.

Each of the nominees are currently directors and have been nominated for election at the 2015 Annual Meeting for terms of one year, each to hold office until the expiration of his term in 2016 and until his successor shall have been elected and shall have qualified. The business experience of each nominee as well as the qualifications that led our Board to select each nominee for election to the Board is discussed below.

It is the intention of the persons named in the enclosed form of proxy to vote such proxiesFORthe election of each of the nominees for terms of one year. If any one of the nominees is not available at the time of the Annual Meeting to serve, proxies received will be voted for substitute nominees to be designated by the Board of Directors or, in the event no such designation is made by the Board, proxies will be voted for a lesser number of nominees. In no event will the proxies be voted for more than the number of nominees set forth above.

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

Set forth below, as of March 1, 2015, for each nominee for election as a director of the Company, is biographical information and information regarding the business experience, qualifications and skills of each director nominee that led the Board to conclude that the director is qualified to serve on our Board. Mr. Dinges, Chairman, President and Chief Executive Officer, is the only employee or former employee of the Company on the Board of Directors.

Mr. Dinges brings to the Board over 30 years of executive management experience in the oil and gas exploration and production business, and as our Chief Executive Officer for the last 13 years, a deep knowledge of our business, operations, culture and long-term strategy and goals. Mr. Dinges joined the Company in September 2001, after a successful 20 year career in various management positions with the predecessor to Noble Energy, Inc., and has overseen an era of tremendous growth for the Company. His steadfast leadership as Chairman of the Board provides the Board with extensive institutional knowledge and continuity, as well creating a vital link between management and the Board. Mr. Dinges also possesses a diversity of corporate governance experience gained from service on the Board of United States Steel Corporation and several charitable and industry organizations.

Committee Memberships: Compensation, Corporate Governance and Nominations (Chairman) and Executive

Committee Memberships: Corporate Governance and Nominations and Safety and Environmental Affairs

The Company’s Corporate Governance Guidelines require that at least a majority of the Company’s directors be independent under the New York Stock Exchange (“NYSE”) listing standards and all other applicable legal requirements. Additionally, all members of the audit committee, compensation committee and corporate governance and nominations committee are required to be independent. The NYSE listing standards include objective tests that can disqualify a director from being treated as independent, as well as a subjective element, under which the Board must affirmatively determine that each independent director has no material relationship with the Company or management. In making its independence determinations, the Board considered all material relationships with each director, and all transactions since the start of 2012 between the Company and each director nominee, members of their immediate families or entities associated with them.

The Board has adopted categorical standards to assist it in making independence determinations. A relationship falls within these categorical standards if it:

The Board of Directors has determined that each director’s relationship with the Company, with the exception of Mr. Dinges, the Chairman, President and Chief Executive Officer, falls within the categorical standards and that all directors, with the exception of Mr. Dinges, are independent. In making its subjective determination that each non-employee director is independent, the Board reviewed and discussed additional information provided by the directors and the Company with regard to each director’s business and personal activities as they may relate to the Company and the Company’s management. The Board considered the transactions in the context of the NYSE’s objective listing standards, the categorical standards noted above, the additional standards established for members of audit committees, and the SEC, U.S. Internal Revenue Service and NYSE standards for compensation committee members. Some members of the Company’s Board also serve as directors of other entities with which the Company does business. Each of these relationships is reviewed by the Board, which examines the amount of business done by the Company and the other entities and the gross revenue for each of the other entities. This review is for each of the last three fiscal years for which financial data is available. This review applied to Messrs. Best and Ralls.

Under its charter, the Corporate Governance and Nominations (“CGN”) Committee seeks out and evaluates qualified candidates to serve as Board members as necessary to fill vacancies or the additional needs of the Board, and considers candidates recommended by shareholders and management of the Company. The CGN Committee generally identifies nominees through recommendations made by incumbent directors. A resume is reviewed and, if merited, an interview follows. Any shareholder desiring to propose a nominee to the Board of Directors should submit such proposed nominee for consideration by the CGN Committee, including the proposed nominee’s qualifications, to Ms. Deidre L. Shearer, Corporate Secretary, Cabot Oil & Gas Corporation, 840 Gessner Road, Suite 1400, Houston, Texas 77024. Shareholders who meet certain requirements specified in our by-laws may also nominate candidates for inclusion in our proxy materials for an annual meeting as described in “Future Stockholder Proposals.” There are no differences in the manner in which the CGN Committee evaluates nominees for director based on whether the nominee is recommended by a shareholder or the incumbent directors.

The Chairman and CEO is responsible to the Board for the overall management and functioning of the Company. The Chairman is joined in the leadership of the Board by our Lead Director, who is elected by the non-management directors. In February 2015, the CGN Committee recommended and the non-management directors appointed, Mr. Kelley as the Lead Director, replacing Mr. Peacock who has served as Lead Director since 2005 and is retiring from the Board this year. Mr. Kelley has significant board experience and has served on the Company’s Board since 2003 and on other public company boards, as well as serving as the Company’s Audit Committee Chairman since 2008. Mr. Kelley performs an important role in the leadership of the Board by presiding at executive sessions of the non-management directors at each regular Board meeting and setting the agenda for these sessions. Mr. Kelley also serves as a mentor to Mr. Dinges and as a liaison between Mr. Dinges and the other independent directors. Mr. Kelley’s longevity on the Board enhances this leadership role and provides for continuity among the non-employee directors.

Our Board of Directors has determined that its current leadership structure is appropriate. The Board believes that Mr. Dinges, acting in his capacity as CEO of the Company, is well positioned to facilitate communications with the Board of Directors about our business. Mr. Dinges has served in this capacity since May 2002, during which time the Company’s business has undergone signification changes. None of the returning independent directors was serving at that time, so Mr. Dinges provides continuity and historical perspective to the Board. Under Mr. Dinges’ leadership, the Company has grown from a market capitalization of approximately $800 million with operations in onshore Texas and Louisiana Gulf Coast, the Rocky Mountains, the Anadarko Basin and Appalachia to an over $12 billion market capitalization company as of December 31, 2014, with most of its reserves in the Marcellus Shale area in northeast Pennsylvania. Mr. Dinges has the full confidence of the Board. For all these reasons, the Board has determined that the most appropriate form of leadership for the Board of Directors currently is for the CEO, who is responsible for the day-to-day operations of the Company, to serve as Chairman, with strong and independent oversight by the Lead Director and the other non-management directors.

The Cabot Oil & Gas Corporation Corporate Governance Guidelines outline the functions and responsibilities of the Board, director qualifications, and various processes and procedures designed to ensure effective and responsive governance. The guidelines are reviewed annually and revised as appropriate to reflect changing regulatory requirements and best practices. The full text of the Corporate Governance Guidelines can be found on the Company’s website atwww.cabotog.comby choosing “About Cabot,” and then choosing “Governance.”

All employees, officers and directors are required to comply with the Company’s Code of Business Conduct to help ensure that the Company’s business is conducted in accordance with the highest standards of moral and ethical behavior. The Code of Business Conduct covers all areas of professional conduct, including conflicts of interest, customer relationships, insider trading, financial disclosure, intellectual property and confidential information, as well as requiring strict adherence to all laws and regulations applicable to the Company’s business. Employees, officers and directors are required annually to reply to a Code of Conduct Questionnaire, which is designed to elicit information related to any known or possible violation of the Code. The full text of the Code of Business Conduct can be found on the Company’s website atwww.cabotog.comby choosing “About Cabot,” and then choosing “Governance.” The Company will satisfy the requirement to disclose any amendments to or waivers from certain provisions of its Code of Business Conduct by posting such information on the website at that location.

The Company’s policy is that it expects all members of the Board of Directors to attend the Company’s annual meeting of stockholders. In 2014, all of the members of the Board attended the annual meeting.

The Board of Directors held seven meetings during 2014. All directors attended 100% of the meetings of the Board of Directors and of the committees on which they served.

Directors who are employees of the Company receive no additional compensation for their duties as directors. During 2014, non-employee directors’ annual compensation included an annual retainer fee of $75,000 each, payable quarterly, for their service on the Company’s Board of Directors and its committees. The Lead Director received an additional $20,000 annual retainer, the Audit Committee Chairman and Compensation Committee Chairman received an additional $15,000 annual retainer and the remaining committee chairmen received an additional $10,000 annual retainer, each payable quarterly, for this additional service. Additionally, each non-employee director will receive $2,000 for each Board of Directors meeting attended in excess of six in-person meetings per year. The directors did not receive additional meeting fees in 2014 because they did not attend in excess of six in-person meetings.

In 2014, non-employee directors were also entitled to an annual award of restricted stock units under the 2004 Incentive Plan, the restrictions on which lapse the date the non-employee director leaves the Board of Directors, with a targeted award value at grant date of $200,000. In 2014, these directors each received 5,073 restricted stock units.

Beginning in 2013, Board members had the option of participating in the Director Non-Qualified Deferred Compensation Plan, which provides each non-employee director an opportunity to elect each year to take any, or all, of the director’s annual retainer and additional fees for serving

as lead director or as a committee chairman in restricted stock units, valued at the closing price of the common stock on the date specified in the plan, for the quarterly retainer payment. The terms of the restricted stock units are the same as those issued annually.

All directors were reimbursed for travel expenses incurred for attending Board and committee meetings. Spouses of the directors were invited to attend the Board of Director strategy meeting during 2014 and travel expenses incurred by the spouses were reimbursed by the Company. For more information on director compensation, see “Director Compensation Table” below.

The table below summarizes the total compensation paid to each of the non-employee directors of the Company for the fiscal year ended December 31, 2014.

It is the policy of the Board of Directors that directors of the Company retire at the annual meeting following a director’s 73^rdbirthday. It is also the policy of the Board of Directors that a retiring CEO of the Company retires from service on the Board, unless a determination is otherwise made by the Board of Directors.

Information on each of the Board’s standing committees is discussed below. The charters of each of the Board Committees can be found on the Company’s website atwww.cabotog.comby choosing “About Cabot,” and then choosing “Governance.”

Corporate Governance and Nominations Committee. The function of the Corporate Governance and Nominations (“CGN”) Committee is to assist the Board in fulfilling its responsibility to the stockholders by:

In accordance with its charter, the CGN Committee has adopted minimum criteria for Board membership, which are discussed in more detail at “Director Nominations and Qualifications” above.

Audit Committee.The function of the Audit Committee is to assist the Board in overseeing:

It is the policy of the Audit Committee to pre-approve all audit, review or attest engagements and permissible non-audit services, including the fees and terms thereof, to be performed by the independent auditors, subject to, and in compliance with, thede minimisexception for non-audit services described in Section 10A(i)(l)(B) of the Securities Exchange Act of 1934 and the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”). The Audit Committee has delegated to each member of the Audit Committee authority to pre-approve permissible services to be performed by the independent auditors. Decisions of a member to pre-approve permissible services must be reported to the full Audit Committee at its next scheduled meeting.

Each member of the Audit Committee satisfies the financial literacy and independence requirements of the NYSE listing standards. The Board has determined that Mr. Kelley meets the requirements of an “audit committee financial expert” as defined by the SEC.

• Review and approve corporate goals and objectives relevant to the CEO’s compensation, evaluate the CEO’s performance in light of those goals and objectives, and determine, subject to ratification by the Board, the CEO’s compensation level based on this ~~evaluation.~~
evaluation;
• Provide counsel and oversight of the evaluation and compensation of management of the Company, including base salaries, incentive compensation and equity-based ~~compensation.~~
compensation;
• Discharge any duties imposed on the Compensation Committee by the Company’s incentive compensation and equity-based compensation plans, including making ~~grants.~~
grants;
• Evaluate the independence of, and retain or replace any compensation consultant engaged to assist in evaluating the compensation of the Company’s directors, CEO and other officers and to approve such consultant’s fees and other terms of ~~retention.~~
retention; and
• Review the annual compensation of the directors.
~~Safety and Environmental Affairs Committee~~- The Safety and Environmental Affairs (“S&EA”) Committee is composed of three members: Messrs. Keiser (Chairman), Kelley and Ralls. The function of the S&EA Committee is to assist the Board in providing oversight and support of the Company’s safety and environmental policies, programs and initiatives. Among other things, the S&EA Committee reviews our compliance with environmental, health and safety laws and regulations, pending

Safety and Environmental Affairs Committee. The function of the Safety and Environmental Affairs (“S&EA”) Committee is to assist the Board in providing oversight and support of the Company’s safety and environmental policies, programs and initiatives. Among other things, the S&EA Committee reviews our compliance with environmental, health and safety laws and regulations, pending legislative and regulatory initiatives, training initiatives and, as needed, consults with outside and internal advisors regarding the management of the Company’s safety and environmental policies, programs and initiatives.

Executive Committee.The function of the Executive Committee is to exercise all power and authority of the Board of Directors in the event action is needed between regularly scheduled Board Meetings and a meeting of the full Board is deemed unnecessary, except as limited by the Company’s by-laws or applicable law. The Executive Committee did not meet during 2014.

legislative and regulatory initiatives, training initiatives and, as needed, consults with outside and internal advisors regarding the management of the Company’s safety and environmental policies, programs and initiatives. During 2012, the S&EA Committee held four meetings.

Cabot Oil & Gas Corporation ~~Executive Committee~~ - 2015 Proxy Statement~~The Executive Committee is composed of three members: Messrs. Peacock (Chairman), Dinges and Gibbs. The function of the Executive Committee is~~27

Back to exercise all power and authority of the Board of Directors in the event action is needed between regularly scheduled Board Meetings and a meeting of the full Board is deemed unnecessary, except as limited by the Company’s by-laws or applicable law. During 2012, there were no Executive Committee meetings held.Contents

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

This Compensation Discussion and Analysis (“CD&A”) provides stockholders with an understanding of our compensation philosophy, objectives, policies and practices in place during 2014, as well as the factors considered by our Compensation Committee of the Board of Directors in making compensation decisions for 2014. This CD&A focuses on the compensation of our Chief Executive Officer, our Chief Financial Officer and our three other most highly compensated officers for 2014 (the “NEOs”), namely:

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Dan O. Dinges Chairman, President & Chief Executive Officer
Scott C. Schroeder Executive Vice President & Chief Financial Officer
Jeffrey W. Hutton Senior Vice President, Marketing
Phillip L. Stalnaker Vice President & Regional Manager, North Region
G. Kevin Cunningham Vice President & General Counsel

Our compensation plans and practices are designed to align the financial interests of the above NEOs with the financial interests of our shareholders. To that end, we provide our NEOs with a competitive base salary, an annual cash bonus opportunity based on the achievement of specific goals aligned with shareholder value creation and long-term incentives tied to long-term total shareholder return and annual cash flow attainment. For the NEOs, in 2014 the level of at-risk pay ranged from 72% to 89% of the total annual compensation opportunity, with the CEO having the highest level of at-risk pay.

2014 Performance Highlights

In 2014, we faced a difficult commodity pricing and capacity environment in our industry that impacted our overall performance. We experienced a sharp decline in commodity prices during the second half of 2014 resulting from an oversupply of both crude oil and natural gas. Adding to this dynamic was suppressed demand for natural gas due to a lack of new pipeline takeaway capacity. As a result of this market imbalance, stock prices across the industry fell dramatically in the last half of 2014, and, for the first time in 6 years, Cabot’s stock price finished the year lower than where it began. The Company’s fiscal discipline and strong financial position, as well the quality of our asset base, places Cabot in a good position to weather these challenges and take advantage of the opportunities that lie ahead.

In spite of the downturn in the industry during the last half of 2014, our business strategy of delivering value by growing reserves and production in a cost-effective manner continued to deliver outstanding operational results in 2014. Specifically:

~~EXECUTIVE COMPENSATION~~

~~Compensation Discussion~~
• Total year-end proved reserves grew to 7.4 Tcfe in 2014, a 36% increase over 2013;
• Absolute production was 531.8 Bcfe, 28.6% higher than the level recorded in 2013; and
• The Company’s “all sources” finding cost was $0.71 per Mcfe for 2014 and ~~Analysis~~
~~Executive Summary~~
Our compensation plans and practices are designed to align the financial interests of the Named Executive Officers (“NEOs”) with the financial interests of our shareholders. To that end, we provide our NEOs with a competitive base salary, an annual cash bonus opportunity based on the achievement of specific goals aligned with shareholder value creation and long-term incentives tied to total shareholder return, cash flow attainment and stock appreciation$0.68 per Mcfe over the ~~long term. For the NEOs, the level of at-risk pay ranges from 71%~~last three year period.

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Back to ~~89% of the total annual compensation opportunity, with the CEO having the highest level of at-risk pay.~~Contents

These recent achievements are consistent with the positive trend in these operating metrics experienced over the last several years, as highlighted below.

~~In 2012, we continued~~

This substantial growth in reserves and production over the last three years has been accompanied by a 41% decline in our finding costs per unit and a 37% decline in our total operating costs per unit. These achievements translated into top tier performance for this period, not only in these categories, but also in total shareholder return, as indicated below.

Cimarex Energy Company, Concho Resources Inc., EQT Corporation, EXCO Resources Inc.,
Newfield Exploration Company, Noble Energy Inc., Pioneer Natural Resources Company, QEP Resources Inc.,
Quicksilver Resources Corporation, Range Resources Corporation, Southwestern Energy Company, SM Energy Company, Ultra Petroleum Corp., WPX Energy, Inc.

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2014 Compensation Highlights

Compensation outcomes in 2014 rewarded important near-term operating successes while aligning executives with the same stock price performance results experienced by our long-term stockholders:

•	Due to our ~~selected industry~~second-place ranking among our peer group, described below and our own prior period operating results, with our highest production and reserve levels in company history, achieved with an investment program that added the reserves at our lowest finding cost in the last 15 years. In addition, we were able to further reduce our unit costs from 2011 levels, marking the fourth consecutive year of reduced unit costs. These achievements generated stock appreciation of 31% during 2012–the highest in our peer group. ~~Compensation outcomes aligned with these 2012 achievements include:~~ ~~Performance~~performance shares granted to our executives in ~~2010~~2012 with vesting contingent onupon our relative three-year total shareholder return ~~relative to industry peers~~(“TSR”), vested at 200% of ~~target;~~ ~~Hybrid~~target. The underlying shares appreciated in value consistent with the Company’s stock price, in absolute terms and relative to our peers, over that three-year period.

•	Two of the four operating and financial performance metrics for the 2014 annual cash incentive awards significantly exceeded targets and two metrics fell short of targets, resulting in the awards being paid out in the range of 150% to 160% of target for the NEOs, prior to the application of individual performance adjustments.

•	Our performance target for our hybrid performance shares ~~granted over the past three years, with contingent vesting tied to~~of achieving at least $100 million of operating cash flow ~~vested per~~in 2014 was met, resulting in the ~~prescribed schedule;~~ ~~Annual cash bonuses paid for 2012 operating and financial~~annual vesting of hybrid performance ~~were paid at 212%~~shares granted to ~~261% of target for~~executives over the ~~NEOs;~~ ~~We maintained our performance-based compensation approach through~~last three years.

•	Outstanding long-term incentive awards ~~and opportunities granted during 2012 at levels similar to 2011 awards; and~~ ~~95.24%~~made in February 2014 had declined in value by 25% by the end of the ~~shares voted at~~year, consistent with the ~~2012 Annual Meeting~~Company’s stock price performance in 2014.

•	At our most recent annual meeting in May 2014, over 98% of the votes cast supported our NEO compensation practices. ~~Philosophy and Objectives of Our Compensation Programs~~ ~~The~~ Consistent with this strong support, the Compensation Committee of our Board of Directors (“Committee”) determined to continue our 2013 compensation practices unchanged in 2014.

CEO Compensation and Performance-Based Pay

We have maintained consistent and disciplined performance-based compensation programs for all of our executives. For many years, the Committee has awarded compensation opportunities to our CEO and other executives that require meaningful absolute and relative stock price and financial performance to deliver targeted realized compensation levels. The allocation of 2014 compensation among salary, short-term incentives and long-term incentives for our CEO and the other NEOs, on an average basis, reflects this guiding principle, as show below:

In 2014, the Committee awarded 60% of each executive’s long-term incentive opportunity in the form of performance shares payable solely on the basis of our total shareholder return relative to our industry peer group over a three year performance period (“TSR performance shares”). Our frequent top-quartile TSR performance over the past three years has generated above-target payments for executives from the TSR performance shares and added significant value to our shareholders, on an absolute and relative basis. The CEO’s awards and the relative performance achieved for the most recently completed performance period, plus the current ranking for the two remaining unvested awards, are as follows:

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CEO TSR PERFORMANCE SHARE AWARDS

Target Value Awarded Peer Rank Achieved Percentage of Target
Achieved Earned Award Value
Performance Period Achieved⁽¹⁾
2012-2014 $ 1,976,697 2^ndof 15 200% $ 6,623,161
(1) This performance period ended December 31, 2014. Target value awarded is based on the number of performance shares awarded multiplied by the closing stock price on date of grant. The earned award value is based on the average of the high and low trading prices of the Company’s common stock on December 31, 2014, which was $29.72.
Target Value Awarded Target Value at 12/31/2014
Performance Periods In Progress⁽²⁾
2013-2015 $ 3,000,043 $ 3,337,639
2014-2016 $ 3,599,998 $ 2,703,423
(2) These performance periods are in progress. Target value awarded is based on the number of performance shares awarded multiplied by the closing stock price on date of grant. The target value at 12/31/2014 is based on the Company’s closing stock price on that day, which was $29.61. The actual value received by the CEO may be higher or lower than this value, depending on Cabot’s peer rank achieved during the performance period, which affects the number of shares received, and the value of the underlying common stock on the last day of the performance period. Cabot’s peer rank for the 2013-2015 award and the 2014-2015 award as of December 31, 2014 was in the top quartile and second quartile of its peer group, respectively. Those peer ranks equate with payouts of 170% and 140%, respectively, of the target number of shares. For more information about the TSR performance shares, see “Executive Compensation – TSR Performance Shares” below.
In 2014, we awarded 40% of each executive’s long-term incentive value through hybrid performance shares that require threshold achievement based on a financial metric (see “Hybrid Performance Shares” below). The hybrid performance shares vest on a three year graduated schedule, with 25% of the award vesting on each of the first two anniversaries of the date of grant and 50% vesting on the third anniversary. To date, all of the CEO’s hybrid performance share awards have satisfied the required performance criteria at their scheduled vesting date.
Philosophy and Objectives of Our Compensation Programs
The Committee oversees an executive compensation program designed to attract, retain, and engage highly qualified executives. The primary objectives of our compensation programs are:

• To align executive compensation with our business strategy;
• To encourage management to create sustained value for the shareholders while managing inherent business risks;
• To attract, retain, and engage talented executives; and
• To support a long-term performance-based culture throughout the Company.
We achieve these objectives by:
• Assigning the vast majority of NEO compensation to at-risk, performance-based incentive opportunities;
• Tying incentive plan metrics and goals to shareholder value principles; and
• Having balanced, open and objective reviews of goals and performance.
The Committee believes that each of these objectives carries an equal amount of importance in our compensation program.
Cabot Oil & Gas Corporation - 2015 Proxy Statement31
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Elements of Our Compensation Program
We use various components of executive compensation, with an emphasis on variable compensation and long-term incentives. The components of executive compensation are presented in the table below and discussed in more detail later in this section of the proxy statement.
Compensation Component Purpose Competitive Positioning
Base Salary Compensation for position, experience, expertise and competencies. Base salaries are targeted to approximate the compensation peer group median, taking into account the competitive environment, as well as the experience and accomplishments of each executive.
Annual cash incentive bonus
Reward the achievement of annual business objectives, including:

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~~CEO Compensation and Performance-Based Pay~~
We have maintained consistent and disciplined performance-based compensation programs for all of our executives. For many years, the Committee has awarded compensation opportunities to our CEO and other executives that require meaningful absolute and relative stock price and financial performance to deliver targeted realized compensation levels. The allocation of compensation among salary, short-term incentives and long-term incentives for our CEO and the other NEOs reflects this guiding principle, as show below:• Financial goals (unit costs, finding costs)

Since 2004, the Committee has awarded 40% of each executive’s long-term incentive opportunity through performance shares payable solely on the basis of our total shareholder return (“TSR performance shares”) relative• Operational goals (specific objectives tied to ~~our industry peer group. Our frequent top-quartile performance has at times generated above-target payments for executives~~production growth and added significant value to our shareholders. The CEO’s awards and the relative performance achieved for the two most recently completed performance periods, plus the current ranking for the two remaining unvested awards, are as follows:
~~CEO TSR Performance Share Awards~~reserve growth)

   Target Value
Awarded (1)
Peer Rank
Achieved

Percentage
of Target
Achieved
Award Earned or
Estimated Based on
Rank Achieved (2)
Performance Periods Achieved

2009-2011
$ 1,626,883    3^rd of 17    167 % $ 9,364,170
2010-2012
$ 1,688,775    1^st of 17    200 % $ 8,111,400
Performance Periods In Progress (3)

2011-2013
$ 1,782,401    1^st of 17    200 % $ 8,693,955
2012-2014
$ 1,976,697    1^st of 17    200 % $ 5,542,329
~~(1)~~ ~~Target value based on number of performance shares awarded multiplied by the closing stock price on date of grant.~~
~~(2)~~ Amounts due are based on the percentage of target achieved and the appreciation in value of the underlying common stock. For awards that have already paid out, this value is based on the average of the high and low trading prices of the Company’s common stock on the last day of the performance period.
~~(3)~~ These performance periods are in progress; rank, target achieved and estimated awards are based on results and closing stock prices through December 31, 2012. Our closing stock price on December 31, 2012 was $49.74.
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For the years noted in the chart below, we awarded 20% of each executive’s long-term incentive opportunity through SARs that generate compensation value only to the extent the Company’s stock price appreciates from the award date. The SARs vest ratably over a three-year period. The grant date values and current values as of December 31, 2012 of the CEO’s SAR awards for the last four years are as follows:
~~CEO SAR Awards~~

Award
Years

Stock Price
at Date of
Grant
Target Value
Awarded (1) Share Price
Appreciation
Since Grant (2) Current In-the-Money
     Value (3)
2009
$11.31 $731,264 339.8% $6,011,221
2010
$20.27 $736,793 145.4% $2,290,408
2011
$20.37 $854,895 144.2% $2,651,347
2012
$35.18 $931,758   41.4%    $831,784
~~(1)~~ ~~As disclosed in our financial statements based on a Black-Scholes fair value calculation on the date of grant for the SARs.~~
~~(2)~~ ~~Based on $49.74 closing price as of December 31, 2012.~~
~~(3)~~ ~~Includes both vested (exercisable) and unvested (unexercisable) values.~~
In 2012, we awarded 40% of each executive’s long-term incentive value through hybrid performance shares that require threshold achievement based on a financial metric (see “Hybrid Performance Shares” below). The hybrid performance shares vest ratably over a three-year period. In each of the last two years, the CEO has received grants of hybrid performance shares in the same amounts as the total shareholder return performance shares described in the “CEO Total Shareholder Return Performance Awards” table above. To date, all of the CEO’s hybrid performance share awards have satisfied the required performance criteria at their scheduled vesting date.
In February 2013, the Compensation Committee re-evaluated the types of long-term incentive awards used for executives and made revisions designed to further enhance shareholder alignment and executive retention. The Committee decided to discontinue the use of SARs in 2013 and to re-allocate the long-term incentive awards to be comprised of 60% TSR performance shares and 40% hybrid performance shares. The elimination of SARs in favor of a heavier weighting of TSR performance shares creates a stronger link between the company’s performance relative to its peers and executive compensation. In addition to this reallocation, the Committee revised the vesting schedule for the hybrid performance shares in 2013 from a three year ratable vesting to a three year graduated schedule, with 25% of the award vesting on each of the first two anniversaries of the date of grant and 50% vesting on the third anniversary.
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~~Elements of Our Compensation Program~~
We use various components of executive compensation, with an emphasis on variable compensation and long-term incentives. The components of executive compensation are presented in the table below and discussed in more detail later in this section of the proxy statement.
~~Compensation Component~~ ~~Purpose~~ ~~Competitive Positioning~~
~~Base Salary~~
~~Compensation for role, experience, expertise and competencies.~~ ~~Base salaries are targeted to approximate the market median, taking into account the competitive environment, as well as the experience and accomplishments of each executive.~~
~~Annual cash incentive bonus~~
~~Reward the achievement of annual business objectives, including:~~
~~• Financial Goals (Unit Costs, Finding Costs)~~
~~• Operational Goals (specific objectives tied to Production Growth and Reserve Growth)~~
• Individual objectives aligned with corporate strategy
• Committee evaluation of qualitative performance

Annual bonus opportunities are established ~~as a percentage of base salary and are targeted to match industry bonus percentage levels for comparable executive positions.~~
~~Realizing target bonus opportunities requires achieving key annual financial and operating goals aligned with long-term shareholder value creation.~~
~~Long-term Incentives~~
~~Prominent part of total compensation to maintain alignment with shareholder value creation:~~
~~• TSR performance Shares (earned and vested based on Total Shareholder Return versus peers)~~
~~• Stock Appreciation Rights (time vested)~~
~~• Hybrid Performance Shares (time vested and tied to operating cash flow results)~~
~~• Stock Ownership Guidelines~~
~~Long-term incentives are intended to promote long-term value creation for shareholders and to retain executives through extended vesting periods.~~
To place relatively greater emphasis on the importance of shareholder return performance, the value of equity awards is generally targeted above the median of the peer group, although other individual and Company circumstances influence the award amounts.
~~Executive Benefits and Perquisites~~ ~~Comprehensive programs to build financial security, manage personal financial risk and limit Company costs.~~ ~~Value of benefits and perquisites is generally targeted to be competitive with market levels and comprises a minor component of total compensation.~~
~~Total Compensation~~
~~Designed to attract, retain, align and engage highly qualified executives, while creating a strong connection to financial and operational performance and long-term shareholder value.~~ ~~Total compensation is highly correlated with Company and individual performance and is evaluated for its competitiveness when compared to the peer group.~~
In making compensation decisions, the Committee includes comparisons of each element of total compensation against a peer group of publicly-traded exploration and production companies. In that total, a greater weight is placed on long-term equity awards versus salary and annual cash incentive bonus to foster an environment where stock price appreciation over
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the long-term is a major executive focus. This focus in turn aligns the interests of the executives with those of the shareholders. The competitive market is determined by reference to the compensation practices of an industry peer group as set forth below.
~~Industry Peer Group~~
The companies chosen by the Committee for the peer group represent our direct competitors of similar size and scope in the exploration and production sector of the energy industry, and include several companies that compete in our core areas of operation for both business opportunities and executive talent. The peer group changes from time to time due to organic changes in the Company or its peers, business combinations, asset sales and other types of transactions that cause peer companies to no longer exist or to no longer be comparable. The Committee approves all revisions to the peer group. As discussed in our 2012 proxy statement, due to our rapid growth in recent years, in February 2012 the Committee adopted a revised peer group to achieve a more balanced range of enterprise value and market capitalization relative to the Company. The Committee referenced this revised group in setting 2012 compensation levels and for total shareholder return comparisons in the 2012 to 2014 performance cycle. Based on 2012 year-end closing market prices, the market capitalization of companies in our industry peer group ranged from approximately $495 million to $18 billion. Our market capitalization at 2012 year-end was approximately $10.5 billion. In February 2013, the Committee affirmed the application of the current peer group to the 2013 to 2015 performance cycle. Our peer group is as follows:
~~•   Berry Petroleum Company~~
~~•   Cimarex Energy Company~~
~~•   Concho Resources Inc.~~
~~•   EQT Corporation~~
~~•   Exco Resources Inc.~~
~~•   Newfield Exploration Company~~
~~•   Noble Energy Inc.~~
~~•   Pioneer Natural Resources Company~~
~~•   Plains Exploration & Production Company~~
~~•   QEP Resources Inc.~~
~~•   Quicksilver Resources, Inc.~~
~~•   Range Resources Corporation~~
~~•   Southwestern Energy Company~~
~~•   SM Energy Company~~
~~•   Ultra Petroleum Corp.~~
~~•   WPX Energy, Inc.~~
~~2012 Committee Activity~~
During 2012 the Committee held three regular meetings, one in each of February, July and October. The Committee also held two special meetings during 2012. The Committee held a special meeting in early January 2012 for the purpose of certifying the results for the 2009 to 2011 TSR performance share awards that vested on December 31, 2011. The Committee held a special meeting on December 31, 2012, for the purpose of certifying the results for the 2010 to 2012 TSR performance share awards that vested earlier that day. The awards were paid out on December 31, 2012.
At the time the 2012 grants were made and periodically throughout the year, the Committee referenced the Fall 2011 competitive market study of the peer group by Meridian Compensation Partners, LLC (Meridian), the Committee’s independent compensation consultant. Based on the study and the CEO’s recommendations with respect to the other Company officers, the Committee determined 2012 salaries, bonus payouts for 2011 performance, certified the 2011 results for payouts of one-third of each of the hybrid performance shares granted from 2009 to 2011, and the annual grant of long-term incentive awards for our officers. A detailed discussion of each item of compensation can be found below under “Elements of Compensation.”
Also at the February 2012 meeting and prior to making any compensation decisions, the Committee reviewed a detailed analysis of wealth accumulation for each NEO for the period from 2002 to 2011. The Committee does not use tally sheets, but over the course of the year does review each element of compensation for the NEOs, including elements of total direct compensation and payments upon severance or change of control, as well as other benefits and perquisites. Lastly, at the February 2012 meeting, the Committee and the Board of Directors approved the 2012 measurement criteria for the 2012 cash bonus plan.
During 2012, the Committee reviewed an analysis prepared by Meridian of 2011 executive compensation reported by our peer group. From the available 2011 survey information, the Committee evaluated its compensation decisions relative to
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our peer group. The Committee also reviewed an analysis prepared and presented by Meridian of current compensation issues and trends, including a 2012 competitive market study of executive compensation among the peer companies. This analysis is utilized in the Committee’s review of all components of compensation in the following February meeting.
~~Elements of Compensation~~
~~Elements of In-Service Compensation~~
There are three major elements of the executive in-service compensation program: (1) base salary, (2) annual cash incentive bonus and (3) long-term incentive equity awards. Company perquisites are a minor element of the executive compensation program. This design generally mirrors the pay practices of the exploration and production industry generally and our selected industry peer group. Our compensation is intentionally weighted toward long-term equity-based compensation. Each element is described below.
Mr. Dinges, our Chairman, President and Chief Executive Officer, has a significantly broader scope of responsibilities than the other named executive officers. The difference in compensation for Mr. Dinges described below primarily reflects these differing responsibilities and, except as described below, does not result from the application of different policies or decisions with respect to Mr. Dinges.
~~Base Salary~~
The Committee believes base salary is a critical element of executive compensation because it provides executives with a base level of monthly income. The base salary of each executive, including the NEOs, is reviewed annually by the Committee. The CEO’s salary is established by the Committee (and ratified by the Board of Directors) and the other executives’ salaries are established jointly by the CEO and the Committee. Base salary is targeted for all executive positions near the median level of the peer group. Individual salaries take into account our established salary policies and our current salary budget; the individual’s levels of responsibility, contribution and value to the Company; individual performance; prior relevant experience; breadth of knowledge and internal and external equity issues. Base salary increases from 2011 to 2012 for the NEOs ranged from approximately 8% to 17%.

Name
     2011 Base Salary      2012 Base Salary
Mr. Dinges
     $ 650,000         $ 700,000
Mr. Schroeder
     $ 380,000         $ 420,000
Mr. Cunningham
     $ 290,000         $ 320,000
Mr. Hutton
     $ 274,000         $ 320,000
Mr. Stalnaker
     $ 255,000         $ 275,000
In 2012, the Committee reviewed two competitive market studies for compensation of the peer group, prepared by our independent consultant. The Committee noted that Mr. Dinges’ 2012 base salary of $700,000 was below the 25^th percentile of the industry peer group for the 2012 competitive data. The base salaries of the other NEOs generally matched the median of peers in total, although individual base salaries varied by position due to individual experience in each role and differences in peer organization management structures relative to ours. The Committee views these salary levels as consistent with its compensation philosophy, given the ongoing changes in peer compensation levels and the intention of delivering a relatively higher percentage of CEO compensation through long-term incentives. The Committee took no additional action to revise base salaries during the year.
In February 2013, in connection with Mr. Dinges’ performance evaluation and the results of the competitive market studies, Mr. Dinges’ base salary was increased approximately 18% to $825,000, which places his compensation at approximately the 50^th ~~percentile of the industry peer group for 2012 data. Base salaries for the NEOs increased from 5% to 9% for 2013 over 2012 levels.~~
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~~Annual Cash Incentive Bonus~~
The annual cash incentive bonus opportunity is based upon our pay-for-performance philosophy. The opportunity provides the NEOs, as well as other executives and key employees, with an incentive in the form of an annual cash bonus to achieve overall business goals. The bonus opportunity is stated as a percentage of base salary and ~~is set using the Committee’s philosophy~~are targeted to match industry bonus percentage levels for comparable executive positions.
Realizing target bonus ~~levels (as a percentage~~opportunities requires achieving key annual financial and operating goals aligned with long-term shareholder value creation.
Long-term Incentives
Prominent part of ~~base salary) consistent~~total compensation to maintain alignment with ~~the competitive market for executives in similar positions. Annual bonus opportunities are~~shareholder value creation:
• TSR performance shares (earned and vested based on ~~specific goals that~~Total Shareholder Return versus peers)
• Hybrid performance shares (time vested and tied to operating cash flow results)
• Stock ownership guidelines
Long-term incentives are intended to promote long-term value creation for shareholders and to retain executives through extended vesting periods.
To place relatively greater emphasis on the importance of ~~primary importance~~shareholder return performance, the value of equity awards is generally targeted above the median of the peer group, although other individual and Company circumstances influence the award amounts.
Executive Benefits and Perquisites Comprehensive programs to build financial security, manage personal financial risk and limit Company costs. Value of benefits and perquisites is generally targeted to be competitive with market levels and comprises a minor component of total compensation.
Total Compensation Designed to attract, retain, align and engage highly qualified executives, while creating a strong connection to financial and operational performance and long-term shareholder value. Total compensation is highly correlated with Company and individual performance and is evaluated for its competitiveness when compared to the ~~Company during~~peer group.
In making compensation decisions, the Committee includes comparisons of each element of total compensation against a peer group of publicly-traded exploration and production companies. In that total, a greater weight is placed on long-term equity awards versus salary and annual cash incentive bonus to foster an environment where stock price appreciation over the long-term is a major executive focus. This focus in turn aligns the interests of the ~~coming year and motivate~~ executives with those of the shareholders. The competitive market is determined by reference to the compensation practices of an industry peer group as set forth below.
Industry Peer Group
We use one peer group for both compensation competitive analysis and to measure the relative performance of our TSR performance shares. The Committee chose these companies because they represent our direct competitors of similar size and scope in the exploration and production sector of the energy industry, and include several companies that compete in our core areas of operation for both business opportunities and executive talent. The peer group changes from time to time due to organic changes in the Company or its peers, business combinations, asset sales and other types
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~~During 2012 the bonus opportunity for the NEOs~~Contents
of transactions that cause peer companies to no longer exist or to no longer be comparable. The Committee approves all revisions to the peer group. Based on 2014 year-end closing market prices, the market capitalization of companies in our industry peer group ranged from approximately $35.6 million to $21.3 billion. Our market capitalization at 2014 year-end was approximately $12.2 billion. The peer group for the two outstanding TSR performance cycles, which began in 2013 and 2014, is as follows:

Executive
     Target Bonus
(as a % of Salary)      Target Bonus
Value (100%)
Mr. Dinges
     100 %      $ 700,000
Mr. Schroeder
     100 %      $ 420,000
Mr. Cunningham
     70 %      $ 224,000
Mr. Hutton
     70 %      $ 224,000
Mr. Stalnaker
     60 %      $ 165,000
The bonus measurement criteria for 2012 were unchanged from 2011. The measurement criteria were designed to emphasize value-generating metrics, to link related metrics together to take into account the interrelated impacts of such metrics on value creation, and to increase the overall payout potential for a breakout year, all while simplifying the calculation and reducing overall discretion. Also, the measurement criteria place a cap on the payment for performance for each metric at 275% of target payout, which allows for some additional benefit for above-range performance, but removes the potential of one metric creating a disproportionate payout. The overall plan has a target maximum award of 250% of target in the aggregate, but individual awards can vary, at the discretion of the Committee. The metrics, their weightings and the required levels of achievement for specified bonus awards are listed in the table below.
• Cimarex Energy Company • QEP Resources Inc.
• Concho Resources Inc. • Quicksilver Resources Corporation
• EQT Corporation • Range Resources Corporation
• EXCO Resources Inc. • Southwestern Energy Company
• Newfield Exploration Company • SM Energy Company
• Noble Energy Inc. • Ultra Petroleum Corp.
• Pioneer Natural Resources Company • WPX Energy, Inc.
In February 2015, the Committee updated the peer group to maintain comparability for the 2015 – 2017 performance cycle. The updated peer group includes companies with current valuations and operations more comparable to Cabot:

          2012 Bonus Achievement Levels (% of Target)
     Weighting      0%      100%      200%
Reserve Growth
     25%      8%      14%      20%
Finding Costs
     15%      $1.40      $1.17      $1.00
Production Growth
     25%      29%      36%      43%
Unit Costs
     15%      $4.10      $3.70      $3.30
Strategic Evaluation (Discretionary)
     20%



     100%



• Antero Resources Corporation • Marathon Oil Corporation
• Chesapeake Energy Company • Murphy Oil Corporation
• Cimarex Energy Company • Newfield Exploration Company
• Concho Resources Inc. • Noble Energy Inc.
• Continental Resources Inc. • Pioneer Natural Resources Company
• Devon Energy Corporation • QEP Resources Inc.
• Encana Corporation • Range Resources Corporation
• EQT Corporation • Southwestern Energy Company
2014 Committee Activity
During 2014 the Committee held three regular meetings, one in each of February, July and October. The Committee held a special meeting in early January 2015 for the purpose of certifying the results for the TSR performance share awards with a performance period of 2012-2014 that vested on December 31, 2014.
At the time the 2014 grants were made and periodically throughout the year, the Committee referenced the Fall 2013 competitive market study of the peer group by Meridian Compensation Partners, LLC (Meridian), the Committee’s independent compensation consultant. Based on the study and the CEO’s recommendations with respect to the other Company officers, the Committee determined 2014 salaries, bonus payouts for 2013 performance, certified the 2013 results for payouts of one-third of each of the hybrid performance shares granted from 2011 to 2013, and the annual grant of long-term incentive awards for our officers. A detailed discussion of each item of compensation can be found below under “Elements of Compensation.”
Also at the February 2014 meeting and prior to making any compensation decisions, the Committee reviewed a detailed analysis of wealth accumulation for each NEO for the period from 2003 to 2013. The Committee does not use tally sheets, but over the course of the year reviews each element of compensation for the NEOs, including elements of total direct compensation and payments upon severance or change of control, as well as other benefits and perquisites. Lastly, at the February 2014 meeting, the Committee and the Board of Directors approved the 2014 measurement criteria for the 2014 cash bonus plan.
During 2014, the Committee reviewed an analysis prepared by Meridian of 2013 executive compensation reported by our peer group. From the available 2013 survey information, the Committee evaluated its compensation decisions relative to our peer group. The Committee also reviewed an analysis prepared and presented by Meridian of current compensation issues and trends, including a 2014 competitive market study of executive compensation among the peer companies. This analysis is utilized in the Committee’s review of all components of compensation in the following February meeting.
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Elements of Compensation
Elements of In-Service Compensation
There are three major elements of the executive in-service compensation program: (1) base salary, (2) annual cash incentive bonus and (3) long-term incentive equity awards. Company perquisites are a minor element of the executive compensation program. This design generally mirrors the pay practices of the exploration and production industry generally and our selected industry peer group. Our compensation is intentionally weighted toward long-term equity-based compensation. Each element is described below.
Mr. Dinges, our Chairman, President and Chief Executive Officer, has a significantly broader scope of responsibilities than the other named executive officers. The difference in compensation for Mr. Dinges described below primarily reflects these differing responsibilities and, except as described below, does not result from the application of different policies or decisions with respect to Mr. Dinges.
Base Salary
The Committee believes base salary is a critical element of executive compensation because it provides executives with a base level of monthly income. The base salary of each executive, including the NEOs, is reviewed annually by the Committee. The CEO’s salary is established by the Committee (and ratified by the Board of Directors) and the other executives’ salaries are established jointly by the CEO and the Committee. Base salary is targeted for all executive positions near the median level of the peer group. Individual salaries take into account our established salary policies and our current salary budget; the individual’s levels of responsibility, contribution and value to the Company; individual performance; prior relevant experience; breadth of knowledge and internal and external equity issues. Base salary increases from 2013 to 2014 for the NEOs ranged from approximately 4% to 9%.
Name 2013 Base Salary 2014 Base Salary
Mr. Dinges $ 825,000 $ 900,000
Mr. Schroeder $ 450,000 $ 475,000
Mr. Hutton $ 340,000 $ 355,000
Mr. Stalnaker $ 300,000 $ 320,000
Mr. Cunningham $ 335,000 $ 348,000
In 2014, the Committee reviewed two competitive market studies for compensation of the peer group, prepared by our independent consultant. The Committee noted that Mr. Dinges’ 2014 base salary of $900,000 and Mr. Schroeder’s 2014 base salary of $475,000 were both between the 50^thand 75^thpercentile of the industry peer group for the 2014 competitive data. The base salaries of the other NEOs ranged between the 25^thand 75^thpercentile of the peer group, with individual base salaries varying from the median of the peer group by position due to individual experience in each role and differences in peer organization management structures relative to ours. The Committee views these salary levels as consistent with its compensation philosophy, given the ongoing changes in peer compensation levels and the intention of delivering a relatively higher percentage of NEO compensation through long-term incentives. The Committee took no additional action to revise base salaries during the year.
In February 2015, in recognition of the depressed market for hydrocarbons and its current and anticipated effect on the industry, as well the positioning of our NEO’s salaries relative to available 2014 peer benchmarking data, the Compensation Committee decided not to increase salaries for 2015 for four out of five of our NEOs. Mr. Stalnaker received a 9% salary increase for 2015, due to his 2014 performance, increased operational responsibilities and relative placement in the peer group for 2014.
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Annual Cash Incentive Bonus
The annual cash incentive bonus opportunity is based upon our pay-for-performance philosophy. The opportunity provides the NEOs, as well as other executives and key employees, with an incentive in the form of an annual cash bonus to achieve overall business goals. The bonus opportunity is stated as a percentage of base salary and is set using the Committee’s philosophy to target bonus levels (as a percentage of base salary) consistent with the competitive market for executives in similar positions. Annual bonus opportunities are based on specific goals that are of primary importance to the Company during the coming year and motivate executives to achieve those goals.
During 2014, the bonus opportunity for the NEOs was as follows:
Executive Target Bonus
(as a % of Salary) Target Bonus
Value (100%)
Mr. Dinges 125 % $ 1,125,000
Mr. Schroeder 100 % $ 475,000
Mr. Hutton 70 % $ 248,500
Mr. Stalnaker 70 % $ 224,000
Mr. Cunningham 70 % $ 243,600
The bonus measurement criteria for 2014 were unchanged from 2013. The measurement criteria were designed to emphasize value-generating metrics, to link related metrics together to take into account the interrelated impacts of such metrics on value creation, and to increase the overall payout potential for a breakout year, while reducing overall discretion. Also, the measurement criteria place a cap on the payment for performance for each metric at 275% of target payout, which allows for some additional benefit for above-range performance, but removes the potential of one metric creating a disproportionate payout. The overall plan has a target maximum award of 250% of target in the aggregate, but individual awards can vary, at the discretion of the Committee. The metrics, their weightings and the required levels of achievement for specified bonus awards are listed in the table below.
2014 Bonus Performance Goals (% of Target)
Weighting 0% 100% 200%
Reserve Growth 25 % 15 % 21 % 27%
Finding Costs (per Mcfe) 15 % $ 0.99 $ 0.82 $ 0.65
Production Growth 25 % 25 % 34 % 43%
Unit Costs (per Mcfe) 15 % $ 2.85 $ 2.55 $ 2.25
Strategic Evaluation (Discretionary) 20 %
100 %
At the start of each year the bonus criteria targets are established based on the operating budget approved by the Board of Directors. The payout ranges are created at this same time. Upon completion of each fiscal year, the CEO makes recommendations to the Committee for annual bonuses to be paid to each executive officer (other than the CEO) using the formula established for the program in that year. The Committee references both the CEO’s recommendations and the formulaic output in determining the bonuses to be paid to the NEOs other than the CEO. With respect to the strategic evaluation component, the Compensation Committee evaluates key influences on Company performance not otherwise considered through the metrics. These may include the management of capital spending, environmental and safety performance, net income performance, organizational leadership and other factors the Committee deems to have been important in the prior year’s performance. The Committee follows no formulaic structure relating to these factors. In general, the Committee expects to award the target 20% of the strategic evaluation component in years when the Company meets internal and external performance expectations with respect to these factors, although the strategic component can
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range from 0% to 55% in the weighting of the bonus awards calculation. Acquisitions and divestitures are not part of establishing the target metrics because the Company does not budget these activities. When acquisition or divestiture activity occurs, the Committee assesses its impact and exercises its discretion to adjust for the impact.
Additional parameters for the 2014 annual cash incentive bonus include a payout multiplier of 1.5 times for each of two grouped metrics if the grouped metrics both achieve target, subject to the 275% maximum payout per metric. The grouped metrics are (1) Reserve Growth and Finding Costs, and (2) Production Growth and Unit Costs. The Committee established the incentive on the grouped metrics to encourage a balanced approach to achieving operational goals and to discourage over-achievement of one metric in a manner that adversely affects the grouped metric. For example, undisciplined spending on a development program could help achieve the reserve growth metric at levels above target levels, but cause finding costs to increase to unacceptable levels. By grouping the reserve growth and finding costs metrics together, and using a payout multiplier of 1.5 for achieving target in both metrics, the Committee is rewarding efficiency in operations.
In 2014, actual performance under these metrics exceeded targets and budget metrics as follows:
Actual Results Bonus Plan Target (100%) Bonus Plan 200%
Reserve Growth 35.7% 21% 27%
Finding Costs (per Mcfe) $ 0.71 $ 0.82 $ 0.65
Production Growth 28.6% 34% 43%
Unit Costs (per Mcfe) $ 2.56 $ 2.55 $ 2.25
Our proved reserves were 7.4 Tcfe, representing reserve growth of 35.7% in 2014. These reserves were added at a very efficient $0.71 per Mcfe. Production growth of 28.6% helped drive down unit costs to the lowest level in ten years. In reaching a conclusion on the strategic evaluation component, the Committee considered. In reaching a conclusion on the strategic evaluation component of the bonus metrics, the Committee considered the Company’s level of performance in 2014—recording record levels of production, reserves and cash flow—in light of the challenging macro environment for the oil and gas industry. In so doing, the Committee evaluated the strategies utilized by the executive team to maximize the Company’s financial and operational results for the year and also to place it in a position for long-term success. The Committee found that the strategies that were employed enhance the opportunities for long-term value generation for our stockholders, even in the face of the challenging macro environment facing the industry. This performance, combined with the record achievements for 2014, resulted in the Committee setting an above target score on the strategic evaluation component of the award. The result of 2014 performance against all the bonus metrics, including the strategic evaluation component, was that the total allocation for corporate performance was approved at 160% of target, prior to adjustment for regional or individual performance.
Upon completion of each fiscal year, the Committee determines the CEO’s annual cash incentive bonus based on Company performance, the results of the bonus plan formula described above and the Board’s annual CEO performance evaluation. The independent directors of the Board discuss and ratify the CEO’s annual cash incentive bonus payment, considering the factors stated above and any factors relating to performance that were particularly significant in the year in question.
For 2014, the Committee noted in particular:
• the Company’s trailing three-year TSR, which ranked second in its peer group for that period;
• the initiative shown by the Board of Directors. The payout ranges are created at this same time. Upon completion of each fiscal year, the CEO makes recommendations to the Committee for annual bonuses to be paid to each executive officer (other than the CEO) using the formula established for the programmanagement team in that year. The Committee references both the CEO’s recommendations and the formulaic output in determining the bonuses to be paid to the NEOs other than the CEO. With respect to the strategic evaluation component, the Compensation Committee evaluates key influences on Company performance not otherwise considered through the metrics. These may include the management of capital spending, environmental and safety performance, net income performance, organizational leadership and other factors the Committee deems to have been important in the prior year’s performance. The Committee follows no formulaic structure relating to these factors. In general, the Committee expects to award the target 20% of the strategic evaluation component in years when the Company meets internal and external performance expectations with respect to these factors, although the strategic component can range from 0% to 55% in the weighting of the bonus awards calculation. Acquisitions and divestitures are not part of establishing the target metrics because the Company does not budget these activities. When acquisition or divestiture activity occurs, the Committee assesses its impact and exercises its discretion to adjust for the impact.
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Additional parameters for the 2012 annual cash incentive bonus include a payout multiplier of 1.5 times for each of two grouped metrics if the grouped metrics both achieve target, subject to the 275% maximum payout per metric. The grouped metrics are (1) Reserve Growth and Finding Costs, and (2) Production Growth and Unit Costs. The Committee established the incentive on the grouped metrics to encourage a balanced approach to achieving operational goals and to discourage over-achievement of one metric in a manner that adversely affects the grouped metric. For example, undisciplined spending on a development program could help achieve the reserve growth metric at levels above target levels, but cause finding costs to increase to unacceptable levels. By grouping the reserve growth and finding costs metrics together, and using a payout multiplier of 1.5 for achieving target in both metrics, the Committee is rewarding efficiency in operations.
~~In 2012, actual performance under these metrics exceeded targets and budget metrics as follows:~~

     Actual
Results      Bonus Plan
Target (100%)      Bonus Plan
Maximum (200%)
Reserve Growth
     26.7%      14%      20%
Finding Costs
     $0.87      $1.17      $1.00
Production Growth
     42.8%      36%      43%
Unit Costs
     $3.69      $3.70      $3.30
We had proved reserves in excess of 3.8 Tcfe, representing reserve growth of 26.7% in 2012. These reserves were added at a very efficient $0.87 per Mcfe. Production growth of 42.8% helped drive down unit costs to the lowest level in eight years. In reaching a conclusion on the strategic evaluation component, the Committee especially considered that our significant level of outperformance versus the measurement criteria was supported in fact by the corresponding substantial increase in our stock price. The Committee also found that the executives initiated effective strategies to maximize the value of the Company’s investments in the North and South operating regions and to positionpositioning the Company for ~~continued~~ long-term success. In light of these achievements, the Committee set an above-target score on the strategic evaluation component. The result of 2012 performance against all the bonus metrics, including the strategic evaluation component, was that the total bonus award pool was approved at 250% of target.
Upon completion of each fiscal year, the Committee determines the CEO’s annual cash incentive bonus based on Company performance, the results of the bonus plan formula described above and the Board’s annual CEO performance evaluation. The independent directors of the Board discuss and ratify the CEO’s annual cash incentive bonus payment, considering the factors stated above and any factors relating to performance that were particularly significantsuccess by increasing our acreage position in the ~~year~~Eagle Ford operating area at an attractive cost of entry;
• management’s initiative to issue long-term senior notes at a historically low cost of capital of 3.65%, the proceeds from which were used to fund the expansion of our Eagle Ford position and to pay down our revolving credit facility, providing significant liquidity in ~~question. In 2012, the Committee noted in particular the Company’s best in class one and three-year total shareholder return, the continued development of senior leadership,~~ a challenged market environment;
• the operational oversight by the management team, leading to ~~value enhancement~~record results and reduction of unit cost levels, which create an opportunity
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for continued success in ~~both the North~~a low commodity price environment, such as that experienced in late 2014 and ~~South operating regions~~early 2015; and
• continued strategic efforts to maximize ~~total enterprise~~shareholder value. ~~The CEO’s bonus payment for 2012 was 250%~~
Based on this evaluation, the Committee approved the CEO’s bonus payment for 2014 at 160% of target. The bonus payments for the other NEOs ranged from 150% to 160% of target, prior to the application of individual performance adjustments. See “Executive Compensation–Summary Compensation Table” below for actual bonuses paid to the NEOs.
Long-Term Incentives
In 2014, the Committee continued its established practice of awarding two types of performance shares—TSR performance shares and hybrid performance shares—to provide long-term incentives to our NEOs. The award allocation to NEOs in 2014 is designed to provide 60% of the targeted grant-date value from TSR performance shares and 40% from hybrid performance shares. This allocation is more heavily weighted toward performance-based awards than the average of our peer group, based on peers’ 2013 compensation data, as shown below.
~~Long-Term Incentives~~
In 2012, the Committee continued its practice established in 2007 of awarding two types of performance shares – TSR performance shares and hybrid performance shares – and stock appreciation rights (“SARs”) to provide long-term incentives to our NEOs. The award allocation to NEOs is designed to provide 40% of the targeted grant-date value from TSR performance shares, 40% from hybrid performance shares and 20% from SARs. The total size of the long-term incentive awards is based on a number of factors, including peer group and related industry competitive practice, which is used as a point of reference to gauge appropriate total compensation levels for a company of our size, business complexity and growth profile. The Committee does not typically consider prior period long-term incentive awards, such as the amount of equity previously granted and outstanding, or the number of shares owned, when determining annual long-term incentive awards.
All long-term incentives awarded to our NEOs in 2014 were granted ~~and outstanding, or the number of shares owned, when determining annual long-term incentive awards.~~
~~All long-term incentives awarded in 2012 were made~~ under the 2004 Incentive Plan, which was approved by our stockholders at the 2004 Annual Meeting of Stockholders and the performance goals of which were approved by our stockholders at the 2009 Annual Meeting of Stockholders. The 2004 Incentive Plan expired according to its terms at the 2014 Annual Meeting of Stockholders. The 2014 Incentive Plan, which included performance goals, was approved by our stockholders at the same meeting.
TSR Performance Shares. The Committee believes performance shares based on the Company’s total shareholder return relative to that of its peers provides a strong link between the performance of the executive group and their pay, whereas other types of equity awards, such as stock options, may not. The Committee also believes that a relative comparison of performance against peers over a three-year period, as opposed to a single year, provides a better evaluation of how management performed under changing economic conditions. For these reasons, the Committee believes that our TSR performance share awards are a good measure of performance versus the peer group and appropriately link stock performance and compensation. To allow for payouts in excess of target without excessive dilution or the need to reserve shares in excess of target, all payouts in excess of 100% of target are paid in the cash value of the shares, based on the average of the high and low trading prices of our common stock on the last day of the performance period. For additional information about the TSR performance shares, see the table “Grants of Plan-Based Awards” below.
Hybrid Performance Shares. Due to restricted stock share limitations under the 2004 Incentive Plan and Section 162(m) tax considerations, in 2014 the Committee again awarded hybrid performance shares instead of restricted stock. The hybrid performance shares vest over a three year period from the date of grant, with 25% vesting in each of the first two years and 50% vesting in the third year, provided the Company has $100 million or more operating
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cash flow in the fiscal year prior to the vesting date. Applying a cash flow threshold on share vesting allows these awards to remain fully tax deductible to the Company upon vesting. Hybrid performance shares also have less underlying volatility than do traditional performance shares, and therefore help manage attrition risk by creating a more sustained forfeitable stake in the Company. For additional information about the hybrid performance shares, see the table “Grants of Plan-Based Awards” below.
Stock Appreciation Rights (SARs). No SARs were granted in 2013 or 2014, but SARs were an integral part of the long-term incentive program from 2006 to 2012, and SARs granted previously to the NEOs remain outstanding. All SARs granted to date vest ratably over a three year period and have a seven-year term.
Personal Benefits and Perquisites
We provide the NEOs with perquisites and other personal benefits that the Company and the Committee believe are reasonable and consistent with the overall compensation program to better enable us to attract and retain superior employees for key positions. The Committee periodically reviews the level of perquisites and other personal benefits provided to the NEOs. In an effort to promote physical and financial health of the NEOs, they are provided with club membership dues, a Company-paid physical examination for the NEO and his or her spouse, a financial and tax planning stipend of up to $3,000 annually, life insurance, and spouse travel to certain business meetings. The NEOs are reimbursed for these expenses only if they are incurred. The aggregate cost to the Company of the perquisites and personal benefits described above for the NEOs for 2014 are included under “All Other Compensation” in the Summary Compensation Table below.
Other Compensation
We offer all of our employees, including the NEOs, industry competitive benefits including medical and dental reimbursement, short-term and long-term disability plans, basic life and accident insurance and an employee assistance program. We offer a retirement program consisting of both qualified and non-qualified defined contribution savings plans. See “Elements of Post-Termination Compensation” below for further descriptions of these programs.
Impact of Regulatory Requirements
Our performance shares, both traditional and hybrid, are intended to constitute “qualified performance based compensation” as defined under Section 162(m) of the Internal Revenue Code. The effect of that qualification is that compensation paid to covered employees pursuant to the performance shares and the SARs should remain fully deductible. It is the Committee’s intent that the majority of long-term incentive awards and annual cash incentive bonuses will qualify under Section 162(m) and with respect to 2014 compensation, we believe that to be the case. However, a loss of deductibility may occur from year to year and is not considered a material factor in setting compensation.
In addition, in order to permit the Committee the flexibility to use subjective and discretionary components in setting annual cash incentive awards without the Company’s loss of deduction under Section 162(m), we use a “negative discretion” plan for executive officers to whom Section 162(m) might be applicable. Under this plan, the Committee sets one or more financial or operating performance targets early in the year to create a bonus pool intended to meet the requirements of Section 162(m) for such executive officers and reserves the right to reduce or otherwise set the cash incentive amounts taking other factors into account. As a result, the Section 162(m) metrics are not the primary metrics used in determining the relevant cash incentive awards to these executive officers.
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Clawback Provisions
We have not adopted express “clawback” provisions with respect to compensation elements which would allow the Company to recoup paid compensation from designated officers in the event of a financial restatement. The Committee has deferred taking action on clawbacks until such time as the regulations are issued pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act in order to ensure our policy will comply with the regulations. The Committee will continue to consider the appropriateness of clawback provisions in future compensation decisions. Our 2014 Incentive Plan approved by the stockholders at the 2014 Annual Meeting of Stockholders makes any award pursuant to that plan subject to any future clawback policy we adopt.
Elements of Post-Termination Compensation
Savings Investment Plan
The savings investment plan is a tax-qualified retirement savings plan, or 401(k) plan, in which all employees, including the NEOs, may participate. It allows participants to contribute the lesser of up to 50% of their annual salary, or the limit prescribed by the Internal Revenue Service, on a pre-tax basis. We match 100% of the first six percent of a participant’s eligible pre-tax contribution. Participants are 100% vested in the Company’s contributions after five years of service, vesting 20% per year.
During 2014, we continued the practice, established in 2011 after the termination of the pension plan, of contributing 9% of salary and bonus of all eligible employees, including all eligible NEOs, into the 401(k) plan (or into the non-qualified deferred compensation plan to the extent in excess of the qualified plan limits). Participants are 100% vested in the Company’s contributions after five years of service, vesting 20% per year. The 9% contribution is approved annually by the Board of Directors and in October 2014, the Board approved continuation of the contribution for 2015.
Deferred Compensation Plan
The non-qualified deferred compensation plan provides supplemental retirement income benefits for our NEOs, other officers and other key employees, through voluntary deferrals of salary, bonus and certain long-term incentives. It also allows for the Company to provide its full 6% match and 9% non-elective contribution when contributions of the matching amount cannot be made to our 401(k) plan due to federal income tax limitations. The plan allows the officers to defer the receipt and taxation of income until retirement from the Company. We make no additional contributions to, nor do we pay in excess of market interest rates on, the deferred compensation plan. Amounts deferred by an officer under the deferred compensation plan are held and invested by the Company in various mutual funds and other investment options selected by the officer at the time of deferral. For additional information about the deferred compensation plan, including the investment options and the manner of distributions, see “Non-Qualified Deferred Compensation” below.
Retiree Medical Coverage
NEOs are eligible for certain health benefits for retired employees, including their spouses, eligible dependents and surviving spouses. The health care plans are contributory with participants’ contributions adjusted annually. Employees become eligible for this benefit if they meet certain age and service requirements at retirement.
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Change in Control Agreements
We have entered into change in control agreements with the NEOs and the other executive officers that provide for cash payments and certain other benefits in the event that the employee is actually or constructively terminated within two years of a change in control event. This program has been in place since 1995, with some modifications in 2001. At both of these time frames, many of the industry peer group and industry generally had in place some form of change-in-control program. When approving the plan in 1995 with minor modifications in 2001, the Committee reviewed data regarding similar plans within the peer group and the Company’s industry generally and applied its judgment to determine whether triggering events and benefit levels under these agreements were necessary to meet the Committee’s objectives of encouraging such employees to remain with the Company in the event of a change in control during circumstances suggesting a change in control might occur. The Committee believes this program is important in recruiting and retaining strong leadership and to encourage retention in these situations and that the “double-trigger” for cash payouts meets the stockholders’ expectations that employees not be unjustly enriched upon a change in control.
The cash payments include three times the sum of base salary and the highest bonus paid in the last three years or targeted to be paid in the year of termination. Benefits include continued eligibility for medical, dental and life insurance for three years, provided the employee pays the premiums, three years service credit in retirement plans, limited outplacement assistance and tax gross-up on excise taxes for agreements that were in place prior to 2010. In 2010, the Committee adopted a policy to exclude excise tax gross-up provisions for change in control agreements adopted after that date. The award agreements for the equity awards also contain accelerated vesting immediately upon a change in control, subject, in the case of the traditional performance shares, to the achievement of the prescribed performance conditions as of the last day of the month immediately preceding the month in which the change in control event occurs.
The Committee generally views the potential payments and benefits under the change in control agreements as a separate compensation element because such payments and benefits are not expected to be paid in a particular year and serve a different purpose for the executive other than elements of compensation. Accordingly, those payments and benefits do not significantly affect decisions regarding other elements of compensation.
Stock Ownership Guidelines
The Corporate Governance and Nominations Committee and the Board of Directors have adopted stock ownership guidelines for our officers and directors. Under those guidelines, the Chief Executive Officer and the Chief Financial Officer are expected to hold 30% of the after-tax shares received upon the vesting or exercise of an equity award until such time as they have accumulated six times their base salary. All other executive officers are expected to hold 30% of the after-tax shares received upon the vesting or exercise of an equity award until such time as they have accumulated three times their base salary. All of the NEOs have reached the required level of shareholdings under the stock ownership guidelines. Non-employee directors must hold 100% of their restricted stock units until they cease to be a director.
Anti-hedging Policy
The Company has a policy prohibiting directors and officers from speculative trading in Company securities, including hedging transactions, short selling, and trading in put options, call options, swaps or collars. To our knowledge, all directors and executive officers are in compliance with the policy.
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Conclusion
We believe these executive compensation policies and programs effectively serve the interests of the shareholders and the Company. The Committee has worked over the years to devise, manage and provide an executive compensation program that meets its intended objectives and contributes to the Company’s overall success.
Effect of Say on Pay Votes and Shareholder Outreach
In setting 2014 executive compensation, the Committee considered the outcome of the say-on-pay vote at the two most recent annual meetings as strongly supportive of our pay practices and programs. Those results were as follows:
• 96.4% in favor at the ~~2004 Annual Meeting of Stockholders~~2013 annual meeting; and ~~the performance goals of which were approved by our stockholders~~
• 98.2% in favor at the ~~2009 Annual Meeting of Stockholders.~~2014 annual meeting.
As a result, the Committee concluded that the 2014 compensation paid to our NEOs and our overall pay practices did not require substantial revision to address shareholder concerns. This conclusion was further affirmed by input received from our top institutional shareholders in our regular outreach program during the period after the 2014 annual meeting. This continued positive support from both the annual say-on-pay vote and communications with shareholders was considered by the Committee in its decision not to make substantial changes to the program in setting 2015 executive compensation.
Compensation Consultant
The Committee employs the services of an executive compensation consultant. In 2014, the Committee engaged Meridian as its independent consultant, and Meridian has also been retained by the Committee for 2015. Meridian is responsible for preparing and presenting a comprehensive competitive market study of the compensation levels and practices for a group of industry peers. The Committee-approved industry peer group is listed and described in more detail above at “Industry Peer Group.” Meridian is also responsible for preparing and presenting an outside director compensation study using the same industry peer group. The Committee relies on Meridian for input on pay philosophy, current market trends, legal and regulatory considerations and prevalence of benefit and perquisite programs. A representative of Meridian attends all regular meetings of the Committee and participates in most executive sessions.
In October 2014, the Committee reviewed the independence of Meridian, and found it to be independent and without conflicts of interest in providing services to the Committee. In making such determination, the Committee considered the six factors established by the NYSE effective July 2013. Fees paid by the Company to Meridian account for less than 1% of Meridian’s total annual revenues. The Committee reviewed Meridian’s policies and procedures designed to prevent conflicts of interest. To the knowledge of Meridian, there are no personal relationships among Meridian partners, consultants or employees and members of the Committee or the Company’s management. To the knowledge of Meridian, none of the Meridian partners, consultants or employees providing services the Committee owns Company stock. Meridian works exclusively for the Committee and performs no services directly for management. Management does not retain the services of a compensation consultant.
Role of Executives in Establishing Compensation
The President and CEO, the Executive Vice President and CFO, and the Corporate Secretary and Managing Counsel each play a role in our compensation process. With the benefit of Meridian’s independent competitive market study, the CEO makes compensation recommendations to the Committee for our other officers, but not for his own compensation. The CEO considers internal pay
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equity issues, individual performance and Company performance in making his recommendations to the Committee. The Executive Vice President and CFO makes recommendations to the CEO for the officers who are his direct reports. The Human Resources Department provides the Committee survey data from a wider group of companies in the energy sector than the industry peer group described above, which the Committee uses for evaluation of non-executive compensation trends, and general administrative support implementing the Committee’s decisions. The executives listed above, together with the Corporate Secretary and Managing Counsel, prepare materials and agenda for the Committee meetings and also prepare the long-term equity plans as directed by the Committee for its review and consideration. Certain of the noted officers attend the Committee meetings; however, the officers are generally excused from the meetings to enable the Committee to meet privately in executive session, both with and without the compensation consultant also being present. The Committee has delegated to management authority to administer the long-term incentive plans in accordance with the terms and conditions of the shareholder approved plans, the specific award agreements and the specific individual awards approved by the Committee and, as needed, by the Board of Directors.
Executive Compensation Business Risk Review
The ownership stake in the Company provided by our equity-based compensation, the extended vesting of these awards and our stock ownership guidelines are designed to align the interests of our NEOs with our shareholders, maximize performance and promote executive retention. At the same time, the Committee believes, with the concurrence of our independent consultant, that, as a result of our focus on long-term incentive compensation, our use of balanced long-term incentives, the metric diversification and capped opportunities in our annual bonus plan and long-term incentives, and our stock ownership guidelines, our executive compensation program does not encourage management to take unreasonable risks related to the Company’s business.
Compensation Committee Report
The following report of the Compensation Committee of the Board of Directors shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to the SEC’s proxy rules, except for the required disclosure in this Proxy Statement, or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934 (Exchange Act”), and the information shall not be deemed to be incorporated by reference into any filing made by the company under the Securities Act of 1933 or the Exchange Act.
The Compensation Committee of the Board of Directors has reviewed and discussed with management the above Compensation Discussion and Analysis. Based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 for filing with the SEC.

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~~TSR Performance Shares.~~ The Committee believes performance shares based on the Company’s total shareholder return relative to that of its peers provides a strong link between the performance of the executive group and their pay, whereas other types of equity awards, such as stock options may not. The Committee also believes that a relative comparison of performance against peers over a three-year period, as opposed to a single year, provides a better evaluation of how management performed under changing economic conditions. For these reasons, the Committee believes that our TSR performance share awards are a good measure of performance versus the peer group and appropriately link stock performance and compensation. To allow for payouts in excess of target without excessive dilution or the need to reserve shares in excess of target, all payouts in excess of 100% of target are paid in the cash value of the shares, based on the average of the high and low trading prices of our common stock on the last day of the performance period. For additional information about the TSR performance shares, see the table “Grants of Plan-Based Awards” below.
~~Hybrid Performance Shares.~~ Due to restricted stock share limitations under the 2004 Incentive Plan and Section 162(m) tax considerations, in 2012 the Committee again awarded hybrid performance shares instead of restricted stock. The hybrid performance shares vest over a three year period from the date of grant, provided the Company has $100 million or more operating cash flow in the fiscal year prior to the vesting date. Hybrid performance shares also have less underlying volatility than do traditional performance shares, and therefore help manage attrition risk by creating a more sustained forfeitable stake in the Company. For additional information about the hybrid performance shares, see the table “Grants of Plan-Based Awards” below.
~~Stock Appreciation Rights (SARs).~~ The Committee awarded SARs in 2012 with an exercise price equal to the fair market value on the date of grant, which is defined in the 2004 Incentive Plan as the average of the high and low trading prices of the Common Stock on the grant date. Consistent with our 2004 Incentive Plan, the SAR grant date is the date on which the Committee or the Board of Directors approves the award. SAR awards, as well as all other executive equity awards, are generally made in February of each year at a pre-scheduled, regular meeting of the Committee. Company management is given no discretion to choose the grant dates. All SARs granted to date have a three-year vesting period – vesting one-third on each of the first, second and third anniversaries of the date of grant – and a seven-year term. Upon exercise, the executive receives shares of the Company’s common stock having a value equal to the appreciated value of the award.
As discussed above under “CEO Compensation and Performance-Based Pay,” in February 2013, the Committee revised the mix of long-term incentive awards for the NEOs, discontinuing the use of SARs for 2013 and increasing the use of the TSR performance shares to 60% of the total long-term incentive award. The Committee also changed the vesting schedule of the hybrid performance shares from a three year ratable vesting to a three year graduated vesting, with 25% vesting on the first two anniversaries of the date of grant and 50% vesting on the third anniversary of the date of grant.
~~Personal Benefits and Perquisites~~
We provide the NEOs with perquisites and other personal benefits that the Company and the Committee believe are reasonable and consistent with the overall compensation program to better enable us to attract and retain superior employees for key positions. The Committee periodically reviews the level of perquisites and other personal benefits provided to the NEOs. In an effort to promote physical and financial health of the NEOs, they are provided with club membership dues, a Company-paid physical examination for the NEO and his or her spouse, a financial and tax planning stipend of up to $3,000 annually, life insurance, and spouse travel to certain business meetings. The NEOs are reimbursed for these expenses only if they are incurred. The aggregate cost to the Company of the perquisites and personal benefits described above for the NEOs for 2012 are included under “All Other Compensation” in the Summary Compensation Table below.
~~Other Compensation~~
We offer all of our employees, including the NEOs, industry competitive benefits including medical and dental reimbursement, short-term and long-term disability plans, basic life and accident insurance and an employee assistance program. We offer a retirement program consisting of both qualified and non-qualified defined contribution savings plans. See “Elements of Post-Termination Compensation” below for further descriptions of these programs.
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~~Impact of Regulatory Requirements~~
Our performance shares, both traditional and hybrid, and SARs (when used as a long-term incentive) are intended to constitute “qualified performance based compensation” as defined under Section 162(m) of the Internal Revenue Code. The effect of that qualification is that compensation paid to covered employees pursuant to the performance shares and the SARs should remain fully deductible. It is the Committee’s intent that the majority of long-term incentive awards and annual cash incentive bonuses will qualify under Section 162(m) and with respect to 2012 compensation, we believe that to be the case. However, a loss of deductibility may occur from year to year and is not considered a material factor in setting compensation.
In addition, in order to permit the Committee the flexibility to use subjective and discretionary components in setting annual cash incentive awards without the Company’s loss of deduction under Section 162(m), we use a “negative discretion” plan for executive officers to whom Section 162(m) might be applicable. Under this plan, the Committee sets one or more financial or operating performance targets early in the year to create a bonus pool intended to meet the requirements of Section 162(m) for such executive officers and reserves the right to reduce or otherwise set the cash incentive amounts taking other factors into account. As a result, the Section 162(m) metrics are not the primary metrics used in determining the relevant cash incentive awards to these executive officers.
~~Clawback Provisions~~
We have not adopted express “clawback” provisions with respect to compensation elements which would allow the Company to recoup paid compensation from designated officers in the event of a financial restatement. The Committee has deferred taking action on clawbacks until such time as the regulations are issued pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act in order to ensure our policy will comply with the regulations. The Committee will continue to consider the appropriateness of clawback provisions in future compensation decisions.
~~Elements of Post-Termination Compensation~~
~~Pension Plan~~
In 2010, after a detailed assessment, the Company determined that the cost of providing benefits under its noncontributory defined benefit plan, together with the increasing regulatory and reporting burden, made it desirable to terminate the pension plan and replace it with an additional contribution to our Savings Investment Plan, as described below. In July 2010, we notified our employees, including the NEOs, that effective September 30, 2010 the pension plan would be frozen and liquidated. In June 2012, distributions were made to all qualifying employees, including the NEOs. In connection with the pension plan termination, we allowed for an early retirement enhancement to the benefit to be received upon distribution for all participants for every year under the age of 55. See “Pension Benefits” below for a description of amounts paid to the NEOs in 2012.
~~Savings Investment Plan~~
The savings investment plan is a tax-qualified retirement savings plan, or 401(k) plan, in which all employees, including the NEOs, may participate. It allows participants to contribute the lesser of up to 50% of their annual salary, or the limit prescribed by the Internal Revenue Service, on a pre-tax basis. We match 100% of the first six percent of a participant’s eligible pre-tax contribution. Participants are 100% vested in the Company’s contributions after five years of service, vesting 20% per year.
During 2012, we continued the practice, established in 2011 after the termination of the pension plan, of contributing 9% of salary and bonus of all eligible employees, including all eligible NEOs, into the 401(k) plan (or into the non-qualified deferred compensation plan to the extent in excess of the qualified plan limits). Participants are 100% vested in the Company’s contributions after five years of service, vesting 20% per year. The 9% contribution is approved annually by the Board of Directors and in October 2012, the Board approved continuation of the contribution for 2013.
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~~Deferred Compensation Plan~~
The non-qualified deferred compensation plan provides supplemental retirement income benefits for our officers, including the NEOs, through voluntary deferrals of salary, bonus and certain long-term incentives. It also allows for the Company to provide its full 6% percent match and 9% non-elective contribution when contributions of the matching amount cannot be made to our 401(k) plan due to federal income tax limitations. The plan allows the officers to defer the receipt and taxation of income until retirement from the Company. We make no additional contributions to, nor do we pay in excess of market interest rates on, the deferred compensation plan. Amounts deferred by an officer under the deferred compensation plan are held and invested by the Company in various mutual funds and other investment options selected by the officer at the time of deferral. For additional information about the deferred compensation plan, including the investment options and the manner of distributions, see “Non-Qualified Deferred Compensation” below.
~~Retiree Medical Coverage~~
NEOs are eligible for certain health benefits for retired employees, including their spouses, eligible dependents and surviving spouses. The health care plans are contributory with participants’ contributions adjusted annually. Employees become eligible for this benefit if they meet certain age and service requirements at retirement.
~~Change in Control Agreements~~
We have entered into change in control agreements with the NEOs and certain other officers that provide for cash payments and certain other benefits in the event that the employee is actually or constructively terminated within two years of a change in control event. This program has been in place since 1995, with some modifications in 2001. At both of these time frames, many of the industry peer group and industry generally had in place some form of change-in-control program. When approving the plan in 1995 with minor modifications in 2001, the Committee reviewed data regarding similar plans within the peer group and the Company’s industry generally and applied its judgment to determine whether triggering events and benefit levels under these agreements were necessary to meet the Committee’s objectives of encouraging such employees to remain with the Company in the event of a change in control during circumstances suggesting a change in control might occur. The Committee believes this program is important in recruiting and retaining strong leadership and to encourage retention in these situations.
The cash payments include three times the sum of base salary and the highest bonus paid in the last three years or targeted to be paid in the year of termination. Benefits include continued eligibility for medical, dental and life insurance for three years, provided the employee pays the premiums, three years service credit in retirement plans, limited outplacement assistance and tax gross-up on excise taxes for agreements that were in place prior to 2010. In 2010, the Committee adopted a policy to exclude excise tax gross-up provisions for change in control agreements adopted after that date. The award agreements for the equity awards also contain accelerated vesting immediately upon a change in control, subject, in the case of the traditional performance shares, to the achievement of the prescribed performance conditions as of the last day of the month immediately preceding the month in which the change in control event occurs.
The Committee generally views the potential payments and benefits under the change in control agreements as a separate compensation element because such payments and benefits are not expected to be paid in a particular year and serve a different purpose for the executive other than elements of compensation. Accordingly, those payments and benefits do not significantly affect decisions regarding other elements of compensation.
~~Stock Ownership Guidelines~~
The Corporate Governance and Nominations Committee and the Board of Directors have adopted stock ownership guidelines for our officers and directors. Under those guidelines, the Chief Executive Officer and the Chief Financial Officer are expected to hold 30% of the after-tax shares received upon the vesting or exercise of an equity award until such time as they have accumulated six times their base salary. Directors are expected to hold 30% of the after-tax shares received upon the vesting or exercise of an equity award until such time as they have accumulated five times their annual retainer. All other
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Vice Presidents are expected to hold 30% of the after-tax shares received upon the vesting or exercise of an equity award until such time as they have accumulated three times their base salary. All of the NEOs have reached the required level of shareholdings under the stock ownership guidelines.
Although the Committee has elected to defer action on a policy against the hedging or pledging of Company stock until the SEC issues rulemaking, as required by Section 955 of the Dodd-Frank Act, to the Company’s knowledge, none of our officers or directors have entered into any hedging transactions with respect to Company stock, nor have they pledged any Company stock to secure any personal indebtedness or deposited Company stock into any margin account.
~~Conclusion~~
We believe these executive compensation policies and programs effectively serve the interests of the shareholders and the Company. The Committee has worked over the years to devise, manage and provide an executive compensation program that meets its intended objectives and contributes to the Company’s overall success.
~~2012 Say on Pay Vote~~
At the 2012 Annual Meeting, 95.24% of our shareholders who voted approved the compensation paid to our NEOs. The Committee believes this affirms the shareholders’ support of our approach to executive compensation. In 2012, the Committee substantially maintained similar compensation practices it used in 2011. The Committee noted and appreciated the support of our shareholders for our compensation plans and programs in 2012 and will continue to consider the outcome of our say-on-pay votes when making future compensation decisions for the NEOs.
~~Compensation Consultant~~
The Committee employs the services of an executive compensation consultant. In 2012, the Committee engaged Meridian as its independent consultant, and Meridian has also been retained by the Committee for 2013. Meridian is responsible for preparing and presenting a comprehensive competitive market study of the compensation levels and practices for a group of industry peers. The Committee-approved industry peer group is listed and described in more detail above at “Industry Peer Group.” Meridian is also responsible for preparing and presenting an outside director compensation study using the same industry peer group. The Committee relies on Meridian for input on pay philosophy, current market trends, legal and regulatory considerations and prevalence of benefit and perquisite programs. A representative of Meridian attends all regular meetings of the Committee and participates in most executive sessions.
In October 2012, the Committee reviewed the independence of Meridian, and found it to be independent and without conflicts of interest in providing services to the Committee. In making such determination, the Committee considered the six factors established by the NYSE in then-proposed amendments to Section 303A of the Listed Company Manual, to be effective July 1, 2013. Fees paid by the Company to Meridian account for less than 1% of Meridian’s total annual revenues. The Committee reviewed Meridian’s policies and procedures designed to prevent conflicts of interest. To the knowledge of Meridian, there are no personal relationships among Meridian partners, consultants or employees and members of the Committee or the Company’s management. To the knowledge of Meridian, none of the Meridian partners, consultants or employees providing services the Committee owns Company stock. Meridian works exclusively for the Committee and performs no services directly for management. Management does not retain the services of a compensation consultant.
~~Role of Executives in Establishing Compensation~~
The President and CEO, the Vice President and CFO, and the Corporate Secretary and Managing Counsel each play a role in our compensation process. With the benefit of Meridian’s independent competitive market study, the CEO makes compensation recommendations to the Committee for our other officers, but not for his own compensation. The CEO considers internal pay equity issues, individual performance and Company performance in making his recommendations to the Committee. The Vice President and CFO makes recommendations to the CEO for the officers who are his direct reports. The Human Resources Department provides the Committee survey data from a wider group of companies in the energy
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sector than the industry peer group described above, which the Committee uses for evaluation of non-executive compensation trends, and general administrative support implementing the Committee’s decisions. The executives listed above, together with the Corporate Secretary and Managing Counsel, prepare materials and agenda for the Committee meetings and also prepare the long-term equity plans as directed by the Committee for its review and consideration. Certain of the noted officers attend the Committee meetings; however, the officers are generally excused from the meetings to enable the Committee to meet privately in executive session, both with and without the compensation consultant also being present. The Committee has delegated to management authority to administer the long-term incentive plans in accordance with the terms and conditions of the shareholder approved plans, the specific award agreements and the specific individual awards approved by the Committee and, as needed, by the Board of Directors.
~~Executive Compensation Business Risk Review~~
The ownership stake in the Company provided by our equity-based compensation, the extended vesting of these awards and our stock ownership guidelines are designed to align the interests of our NEOs with our shareholders, maximize performance and promote executive retention. At the same time, the Committee believes, with the concurrence of our independent consultant, that, as a result of our focus on long-term incentive compensation, our use of balanced long-term incentives, the metric diversification and capped opportunities in our annual bonus plan and long-term incentives, and our stock ownership guidelines, our executive compensation program does not encourage management to take unreasonable risks related to the Company’s business.
~~Compensation Committee Report~~
The Compensation Committee of the Board of Directors has reviewed and discussed with management the above Compensation Discussion and Analysis and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.
The Compensation Committee
Rhys J. Best ~~Chairman~~
(Chairman)
James R. Gibbs

P. Dexter Peacock
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EXECUTIVE COMPENSATION

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Summary Compensation Table
The table below summarizes the total compensation paid to or earned by each of the CEO, the CFO and the next three most highly compensated executive officers (“NEOs”) for the fiscal year ended December 31, ~~2012.~~2014. Cash bonus amounts paid under the Company’s 2004 Incentive Plan, which are listed in the column titled “Non-Equity Incentive Plan Compensation,” were determined by the Committee at its February ~~20, 2013~~18, 2015 meeting for ~~2012~~2014 performance and, to the extent not deferred by the executive, were paid out shortly thereafter. For additional information about Non-Equity Incentive Plan Compensation, see “Annual cash incentive bonus” above.
~~2012 SUMMARY COMPENSATION TABLE~~

Name and
Principal Position
Year
Salary
($)

Bonus
($)
(1)

Stock
Awards
($)
(2)

Option
Awards
($)
(3)

Non-Equity
Incentive
Plan
Compensation
($)
(4)

Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings ($)
(5)

All Other
Compensation
($)
(6)

Total
($)

Dan O. Dinges
Chairman, President and
Chief Executive Officer
2012    $ 678,205    -    $ 4,265,387    $ 931,758    $ 1,750,000    -    $ 238,540    $ 7,863,890
2011    $ 641,667    -    $ 3,715,993    $ 854,895    $ 1,625,000    $ 18,270    $ 200,032    $ 7,055,857
2010    $ 595,833    -    $ 3,493,322    $ 736,793    $ 1,200,000    $ 1,474,945    $ 56,137    $ 7,557,030

Scott C. Schroeder
Vice President, Chief
Financial Officer and
Treasurer
2012    $ 405,256    -    $ 1,653,926    $ 361,283    $ 1,050,000    -    $ 152,647    $ 3,623,112
2011    $ 377,500    -    $ 1,336,063    $ 307,377    $ 855,000    $ 44,279    $ 122,234    $ 3,042,453
2010    $ 362,500    -    $ 1,309,725    $ 276,061    $ 620,500    $ 888,298    $ 49,815    $ 3,506,899

Jeffrey W. Hutton
Vice President, Marketing
2012    $ 306,179    -    $ 548,399    $ 119,797    $ 580,000    -    $ 88,157    $ 1,642,532
2011    $ 272,167    -    $ 513,557    $ 118,148    $ 376,750    $ 51,684    $ 77,033    $ 1,409,339
2010    $ 261,166    $ 25,000    $ 519,176    $ 109,400    $ 263,000    $ 1,108,873    $ 37,339    $ 2,323,954

G. Kevin Cunningham
Vice President and
General Counsel
2012    $ 308,846    -    $ 548,399    $ 119,797    $ 475,000    -    $ 99,862    $ 1,551,904
2011    $ 286,667    -    $ 417,546    $ 96,063    $ 507,500    -    $ 82,016    $ 1,389,792

Phillip L. Stalnaker
Vice President and
Regional Manager,
North Region
2012    $ 266,378    -    $ 391,757    $ 85,562    $ 430,000    -    $ 74,254    $ 1,247,951

Name and
Principal Position Year Salary
($) Bonus
($)(1) Stock
Awards
($)(2) Option
Awards ($)(3) Non-Equity
Incentive Plan
Compensation
($)(4) Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings
($) All Other
Compensation
($)(5) Total
($)
Dan O. Dinges 2014 $ 885,592 - $ 6,831,737 - $ 1,800,000 - $ 297,484 $ 9,814,813
Chairman, President and 2013 $ 800,962 - $ 6,045,748 - $ 2,000,000 - $ 266,154 $ 9,112,864
Chief Executive Officer 2012 $ 678,205 - $ 4,265,387 $ 931,758 $ 1,750,000 - $ 238,540 $ 7,863,890
Scott C. Schroeder 2014 $ 470,202 - $ 2,561,903 - $    760,000 - $ 174,881 $ 3,966,986
Executive Vice President 2013 $ 444,231 - $ 2,599,587 - $ 1,112,500 - $ 173,144 $ 4,329,462
and Chief Financial Officer 2012 $ 405,256 - $ 1,653,926 $ 361,283 $ 1,050,000 - $ 152,647 $ 3,623,112
Jeffrey W. Hutton 2014 $ 352,130 - $ 882,431 - $    397,000 - $ 120,400 $ 1,751,961
Senior Vice President, 2013 $ 336,154 - $ 846,386 - $    595,000 - $ 114,134 $ 1,891,674
Marketing 2012 $ 306,179 - $ 548,399 $ 119,797 $    580,000 - $   88,157 $ 1,642,532
Phillip L. Stalnaker 2014 $ 316,164 - $ 774,231 - $    350,000 - �� $ 106,131 $ 1,546,526
Vice President and Regional 2013 $ 295,192 - $ 785,958 - $    575,000 - $   89,540 $ 1,745,690
Manager, North Region 2012 $ 266,378 - $ 391,758 $ 85,562 $    430,000 - $   74,254 $ 1,247,952
G. Kevin Cunningham 2014 $ 345,505 - $ 740,110 - $    150,000 - $ 104,372 $ 1,339,987
Vice President and 2013 $ 332,115 - $ 785,958 - $    527,630 - $ 101,170 $ 1,746,873
General Counsel 2012 $ 308,846 - $ 548,399 $ 119,797 $    475,000 - $   99,862 $ 1,551,904

~~(1)~~ Cabot Oil & Gas Corporation - 2015 Proxy Statement43
Back to Contents
(1) Cash bonuses paid pursuant to the 2004 Incentive Plan for ~~2012~~2014 annual performance are listed under the column “Non-Equity Incentive Plan Compensation.”
(2) The amounts in this column reflect the grant date fair value with respect to both the TSR and the hybrid performance share awards for the relevant fiscal year in accordance with the FASB ASC Topic 718. The grant date fair value of the hybrid performance share awards was computed by using the average of the Company’s high and low stock trading price on the date of grant. The grant date fair values per share used to compute the amounts in this column for the hybrid performance shares are as follows:

Grant Date Grant Date Fair Value per Share    Award Types Included
February 18, 2010
$ 20.27       Hybrid Performance Shares
February 17, 2011
$ 20.37       Hybrid Performance Shares
February 16, 2012
$ 35.18       Hybrid Performance Shares
26
TSR performance shares granted on February 18, 2010, February 17, 2011 and February 16, 2012 were valued using a Monte Carlo model and the grant date fair values per share used for financial reporting purposes were $22.55, $22.15 and $41.38, respectively. Assumptions used in the Monte Carlo model for these grants, as well as additional information regarding accounting for performance share awards, are included in Note 12 of the Notes to the Consolidated Financial Statements included in the Company’s Form 10-K for the years shown.
Grant Date Grant Date Fair Value per Share Award Types Included
February 16, 2012 $ 17.59 Hybrid Performance Shares
February 21, 2013 $ 26.62 Hybrid Performance Shares
February 20, 2014 $ 39.43 Hybrid Performance Shares

~~(3)~~ TSR performance shares granted on February 16, 2012, February 21, 2013 and February 20, 2014 were valued using a Monte Carlo model and the grant date fair values per share used for financial reporting purposes, including the liability component for cash payments over 100% of target, were $20.69, $35.89 and $48.54, respectively. Assumptions used in the Monte Carlo model for these grants, as well as additional information regarding accounting for performance share awards, are included in Notes 12 or 13 of the Notes to the Consolidated Financial Statements included in the Company’s Form 10-K for the years shown.
(3) The amounts in this column reflect the grant date fair value with respect to Stock Appreciation Rights (“SARs”) for the relevant fiscal year, in accordance with ASC Topic 718, using a Black-Scholes model. Assumptions used in the calculation of these amounts are included in ~~Note~~Notes 12 or 13 of the Notes to the Consolidated Financial Statements included in the Company’s Form ~~10-K.~~10-K for the years shown. SARs have not been repriced or otherwise materially modified.
~~(4)~~
(4) The amounts in this column reflect cash incentive awards to the NEOs under the 2004 Incentive Plan, which is discussed in detail above under “Annual Cash Incentive Bonus.”
~~(5)~~ The amounts in this column for 2010 and 2011 reflect the actuarial increase in the present value of the NEOs benefit under the Company’s pension plan determined using interest rate and mortality rate assumptions consistent with those used in the Company’s financial statements. The pension plan was terminated in 2010 as discussed above under “Elements of Post-Termination Compensation-Pension Plan.” There are no amounts in this column for 2012 because accrued benefits under the pension plan were distributed to the NEOs in June 2012 as follows: Mr. Dinges $314,018 (a portion of which was not received by Mr. Dinges, but paid out pursuant to a Qualified Domestic Relations Order); Mr. Schroeder $429,978; Mr. Hutton $973,603; Mr. Cunningham $0; and Mr. Stalnaker $362,243. There were no above-market or preferential earnings on deferred compensation.
~~(6)~~(5) The amounts in this column include the Company’s matching contribution to the Savings Investment Plan (401(k) Plan), which is discussed above under “Elements of Post-Termination Compensation-Savings Investment Plan.” For ~~2012,~~2014, such contribution totaled ~~$15,000~~$15,600 for each NEO. The amounts also include the 9% Company retirement contribution to the 401(k) plan ~~(or~~or to the deferred compensation plan, to the extent in excess of the ~~qualified~~401(k) plan ~~limits).~~limits. Such contribution for ~~2012~~2014 totaled ~~$207,288~~$259,703 for Mr. Dinges; ~~$113,423~~$130,933 for Mr. Schroeder; ~~$61,464~~$85,242 for Mr. Hutton; ~~$73,471~~$78,582 for Mr. Cunningham and ~~$50,028~~$80,153 for Mr. Stalnaker. The amounts also include for each NEO some or all of the following:
• Premiums paid on executive term life insurance;
• Club dues;
• Executive physical examination for the NEOs and their spouses;
• A financial and tax planning stipend of up to $3,000 per year; and
• Spouse travel to certain business meetings.
Cabot Oil & Gas Corporation - 2015 Proxy Statement44
~~Premiums paid on executive term life insurance;~~
Back to Contents
~~Club dues;~~

~~Executive physical examination for the NEOs and their spouses;~~

~~A financial and tax planning stipend of up to $3,000 per year; and~~

~~Spouse travel to certain business meetings.~~

The table below reports all grants of plan-based awards made during ~~2012.~~2014. All grants of awards were made under the Company’s 2004 Incentive Plan.

Method	Instruction
	log onto www.proxyvote.com and use the instructions on the proxy card or voting instruction form received from your broker or bank;
By internet
	dial 1.800.690.6903 and use the instructions on the proxy card or voting instruction form received from your broker or bank (if available); or
By telephone
	by completing and returning the enclosed proxy card or voting instruction form in the postage-paid envelope provided.
By mail

(1)		Bold font indicates Chairman of Committee

A		Audit Committee

C		Compensation Committee

CG		Corporate Governance & Nominations Committee

S		Safety & Environmental Affairs Committee

E		Executive Committee

What we do:		What we don’t do:
	Emphasis on long-term, performance-based equity compensation(p.37)		No hedging of company stock by executive officers or directors

	Short-term incentive compensation based on disclosed performance metrics (with payout caps)(p.35)		No excise tax gross-ups for new executive officers after 2010

	Substantial stock ownership and retention requirements for executive officers and directors(p.40)		No vesting of equity awards after retirement if competing with company

	Disclose CEO realizable compensation (p. 30)		No re-pricing or discounting of options or SARS

	Provide for “double trigger” payouts in change-of-control agreements(p.40)		No performance metrics that would encourage excessive risk-taking

	Limited terms for SARs(p.38)		No dividend equivalents paid on unvested equity awards

	Hold annual advisory “say-on-pay” vote(p.59)

	Use an independent compensation consultant(p.41)

PROPOSAL 1
~~FOR –~~		~~Proposal I~~	~~– the~~The election of director candidates named herein;	FOR
~~FOR –~~PROPOSAL 2		~~Proposal II~~	~~– ratification~~Ratification of the appointment of the firm PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for its ~~2013~~2015 fiscal year;	FOR
~~FOR –~~PROPOSAL 3		~~Proposal III~~	~~– the~~The approval on an advisory basis of executive compensation; ~~and~~	FOR
~~AGAINST –~~PROPOSAL 4		~~Proposal IV~~	~~– the~~The shareholder proposal, if properly presented at the meeting; and	AGAINST
PROPOSAL 5	The shareholder proposal, if properly presented at the meeting.	AGAINST

•			~~Age: 66~~Austin Industries, Inc.
	~~Director Since: 2008~~
-	~~Committee Memberships: Audit and Compensation (Chairman)~~
	~~Term of Office Expires: 2015~~
	~~Business Experience:~~
	~~Crosstex Energy L.P.~~
	Non-Executive Chairman of the Board – ~~February 2009~~2012 to present

•	Crosstex Energy L.P.
	-	Chairman of the Board (non-executive) – 2009 to March 2014

•	Lone Star Technologies, Inc.
	-	Chairman and Chief Executive Officer – 1999 to 2007

Other Directorships:

•	Crosstex Energy L.P. (until 2014)

•	Trinity Industries, Inc.
		~~MRC Global Inc., (formerly McJunkin Red Man Corporation)~~
		~~Commercial Metals Company~~

¨ Filed by the Registrant	Filed by a Party other than the Registrant

xPayment of Filing Fee (Check the appropriate box):
	No fee required.

•	By internet, using the instructions on the proxy card or voting instruction form received from your broker or bank;
•	By telephone, using the instructions on the proxy card or voting instruction form received from your broker or bank (if available); or
•	By mail, by completing and returning the enclosed proxy card or voting instruction form in the postage-paid envelope provided.

PROXY SUMMARY		8

GENERAL INFORMATION		12

PROPOSAL 1	ELECTION OF DIRECTORS	13

Certain Information Regarding Nominees		13

SECURITY OWNERSHIP		18

Principal Stockholders		18
Directors and Executive Officers		19

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		20

CORPORATE GOVERNANCE MATTERS		20

Board of Directors Independence		20
Director Nominations and Qualifications		21
Board of Directors Diversity		21
Board of Directors Leadership Structure		22
Board of Directors Oversight of Risk		22
Corporate Governance Guidelines		23
Code of Business Conduct		23
Executive Sessions of the Board of Directors		23
Communications with the Board of Directors		24
Annual Meeting Attendance		24
Board of Directors and Committee Meeting Attendance		24
Director Compensation		24
Director Retirement		26
Information on Standing Committees of the Board of Directors		26

COMPENSATION DISCUSSION AND ANALYSIS		28

Executive Summary		28
CEO Compensation and Performance-Based Pay		30
Philosophy and Objectives of Our Compensation Programs		31
Elements of Our Compensation Program		32
Industry Peer Group		32
2014 Committee Activity		33
Elements of Compensation		34
Effect of Say on Pay Votes and Shareholder Outreach		41
Compensation Consultant		41
Role of Executives in Establishing Compensation		41
Executive Compensation Business Risk Review		42
Compensation Committee Report		42

EXECUTIVE COMPENSATION		43

Summary Compensation Table		43
2014 Grants of Plan-Based Awards		45
Outstanding Equity Awards at Fiscal Year-End 2014		48
2014 Option Exercises and Stock Vested		49
2014 Non-Qualified Deferred Compensation		50

AUDIT COMMITTEE REPORT		58

PROPOSAL 2	APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	59

PROPOSAL 3	TO APPROVE, BY NON-BINDING ADVISORY VOTE, THE COMPENSATION OFOUR NAMED EXECUTIVE OFFICERS	59

PROPOSAL 4	REPORT ON POLITICAL CONTRIBUTIONS	60

CABOT’S STATEMENT IN OPPOSITION TO PROPOSAL 4		61

PROPOSAL 5	PROXY ACCESS	63

CABOT’S STATEMENT IN OPPOSITION TO PROPOSAL 5		64

CONFLICT OF INTEREST AND RELATED PERSON POLICIES		65

Mineral and Royalty Interest Plan		65

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION		66

FUTURE STOCKHOLDER PROPOSALS		66

SOLICITATION OF PROXIES		67

MISCELLANEOUS		67

Date and Time	Place
April 23, 2015	840 Gessner Road, Suite 1400
8:00 a.m. Central Time	Houston, Texas 77024
Record Date	Voting
March 2, 2015	Only holders of record of our common stock will be entitled to notice of and to vote at the Annual Meeting.

Proposal	Matter	Board Vote Recommendation	Page Reference
1.	The election of director candidates named herein;	FOR	13
2.	Ratification of the appointment of the firm PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for its 2015 fiscal year;	FOR	59
3.	The approval on an advisory basis of executive compensation;	FOR	59
4.	A shareholder proposal to provide a report on the Company’s political contributions, if properly presented at the meeting; and	AGAINST	60
5.	A shareholder proposal to adopt a “proxy access” bylaw, if properly presented at the meeting.	AGAINST	63

•	Proxy access for stockholders holding 5% of our stock continuously for at least three years	•	Separate Board committee devoted entirely to safety and environmental matters
•	A declassified Board	•	Political contributions disclosures on our website
•	Majority voting for director elections	•	Annual Board and committee self-assessments
•	Average director tenure is 7.3 years	•	Active Board oversight of Company risks
•	The CEO is the only non-independent director	•	Sustainability disclosures on our website
•	An independent lead director chairs executive sessions of independent directors at each Board meeting	•	Stockholders may act by written consent
•	Mandatory director retirement at age 73	•	No poison pill

•	Total year-end proved reserves grew to 7.4 Tcfe in 2014, a 36% increase over 2013;

•	Absolute production was 531.8 Bcfe, 28.6% higher than the level recorded in 2013; and

•	The Company’s “all sources” finding cost was $0.71 per Mcfe for 2014 and $0.68 per Mcfe over the last three year period.


		~~Dan O. Dinges~~
		~~Age: 59~~
		~~Director Since: 2001~~
	•	MRC Global Inc.
		~~Committee Memberships: Executive~~
	•	~~Position: Chairman, President and Chief Executive Officer~~Commercial Metals Company

Business Experience:

•	Cabot Oil & Gas Corporation
	-	Chairman, President and Chief Executive Officer – May 2002 to present
	~~President and Chief Operating Officer – September 2001 to May 2002~~
	~~Samedan Oil Corporation (a subsidiary of Noble Affiliates, Inc., now Noble Energy Inc.)~~
	~~Senior Vice President and Division General Manager, Offshore Division – 1998 to September 2001~~
	Other Directorships:

•			United States Steel Corporation

Private/Non-profit Directorships:

•	Spitzer Industries, Inc. (private company)

•	American Exploration & Production Council

~~American~~•	America’s Natural Gas Alliance
			~~Spitzer Industries, Inc. (private company)~~
•			Foundation for Energy Education

•	Boy Scouts of America – Sam Houston Area Council
		~~Palmer Drug Abuse Program~~

•
		~~James R. Gibbs~~
		~~Age: 68~~
		~~Director Since: 2010~~
		~~Committee Memberships: Compensation, Corporate Governance and Nominations~~
		~~(Chairman) and Executive~~
		~~Term of Office Expires: 2014~~
		~~Business Experience:~~
		Frontier Oil Corporation (now HollyFrontier Corporation)
		-	Chairman – 2009 to 2010
		-	Chairman, President, Chief Executive Officer – 1999 to 2009

	Other Directorships/Trusteeships:

•	Smith International, Inc. (until 2010)

•	Frost National Bank – Houston (Advisory Director)

•	Southern Methodist University
		~~Smith International, Inc. – until 2010~~

•		~~Age: 70~~Retired June 1999
	~~Director Since: 2006~~
•	Kerr-McGee Corporation
	~~Committee Memberships: Safety and Environmental Affairs (Chairman) and Audit~~
-	~~Term of Office Expires: 2013 (Nominee for Director)~~
	~~Business Experience:~~
	~~Retired June 1999~~
	~~Kerr-McGee Corporation~~
	Chairman of the Board – February 1999 to June 1999

•	Oryx Energy Company (merged with Kerr-McGee Corporation)
	- Chairman and Chief Executive Officer – 1995 to February 1999

•
		~~Robert Kelley~~
		~~Age: 67~~
		~~Director Since: 2003~~
		~~Committee Memberships: Audit (Chairman) and Safety and Environmental Affairs~~
		~~Term of Office Expires: 2015~~
		~~Business Experience:~~
		Kellco Investments, Inc. (private investment company)
		-	President – April 2001 to present

	•	Noble Affiliates, Inc. (now Noble Energy Inc.)
		-	Chairman of the Board – 1992 to April 2001
		-	President and CEO – 1986 to October 2000

Other Directorships:

•			OGE Energy Corporation
		~~Smith International, Inc. – until 2010~~


		~~P. Dexter Peacock~~
		~~Age: 71~~
		~~Director Since: 1998~~
	•	Smith International, Inc. (until 2010)

•	Rowan Companies plc
	~~Committee Memberships:~~ -	Executive ~~(Chairman), Compensation and Corporate Governance and Nominations~~ Chairman – April 2014 to present Chief Executive Officer – 2013 to April 2014
	~~Position: Lead Director~~
-	~~Term of Office Expires: 2015~~
	~~Business Experience:~~
	~~Andrews Kurth L.L.P., Houston, Texas~~
	~~Of Counsel – 1998 to present~~
	~~Partner – 1975 to 1997~~
	~~Managing Partner – 1986 to 1991~~
	~~Other Directorships:~~
		~~Rowan Companies plc~~


		~~W. Matt Ralls~~
		~~Age: 63~~
		~~Director Since: 2011~~
		~~Committee Memberships: Corporate Governance and Nominations and Safety and Environmental Affairs~~
		~~Term of Office Expires: 2013 (Nominee for Director)~~
		~~Business Experience:~~
		~~Rowan Companies plc~~
		President and Chief Executive Officer – 2009 to ~~present~~ 2013
		~~GlobalSante Fe Corporation (merged with Transocean in 2007)~~
		~~Executive Vice President and Chief Operating Officer – 2005 to 2007~~
		Other Directorships:

•			Rowan Companies plc

•	Superior Energy Services, Inc. ~~(formerly Complete Production Services)~~

•	El Paso Pipeline Partners L.P. ~~– until 2009~~ (until 2009)

•	National Ocean Industries Association

Name and Address of Beneficial Owner	Number of Shares of Common Stock Owned		Percent of Class
Capital Research Global Investors	33,918,472	⁽¹⁾	8.20	%
The Vanguard Group	31,911,218	⁽²⁾	7.72	%
BlackRock, Inc.	27,939,526	⁽³⁾	6.80	%
FMR LLC,	25,730,966	⁽⁴⁾	6.23	%
Mr. Edward C. Johnson 3d and Abigail P. Johnson
Neuberger Berman Group LLC	24,862,859	⁽⁵⁾	6.02	%
Neuberger Berman LLC
State Street Corporation	22,962,625	⁽⁶⁾	5.60	%
Ameriprise Financial, Inc.	22,770,326	⁽⁷⁾	5.51	%
Columbia Management Investment Advisors, LLC

(1)	According to Schedule 13G, dated February 10, 2015, filed with the Commission by Capital Research Global Investors (333 South Hope Street, Los Angeles, CA 90071), it has sole voting power and sole dispositive power over all 33,918,472 of these shares.

(2)	According to Amendment No. 4 to a Schedule 13G, dated February 9, 2015, filed with the Commission by The Vanguard Group (100 Vanguard Blvd., Malvern, PA 19355), it has sole voting power over 715,093 of these shares, shared dispositive power over 683,075 of these shares and sole dispositive power over 31,228,143 of these shares.

(3)	According to Amendment No. 5 to a Schedule 13G, dated January 12, 2015, filed with the Commission by BlackRock, Inc. (40 East 52nd Street, New York, NY 10022), it has sole voting power over 24,501,253 shares and sole dispositive power over all 27,939,526 of these shares.

(4)	According to Amendment No. 3 to a Schedule 13G, dated February 13, 2015, filed with the Commission by FMR LLC, Mr. Edward C. Johnson 3d and Abigail P. Johnson (82 Devonshire Street, Boston, MA 02109), FMR has sole voting power with respect to 2,171,288 of these shares and sole dispositive power over all 25,730,966 shares as a result of being a parent holding company or control person of several other entities in accordance with Rule 13d-1(b)(ii)(G). Mr. Edward C. Johnson 3d and Abigail P. Johnson, together with members of their family, through direct or indirect ownership of voting common shares of FMR, may be deemed to form a controlling group with respect to FMR and may, therefore, be considered to be beneficial owners of the shares beneficially owned by FMR.

(5)	According to Amendment No. 7 to a Schedule 13G, dated February 12, 2015, filed with the Commission by Neuberger Berman Group LLC and Neuberger Berman LLC (605 Third Avenue, New York, NY 10158), they each have shared voting power over 20,812,874 of these shares, no voting power over the remainder of these shares, and shared dispositive power over all of these shares.

(6)	According to Schedule 13G, dated February 11, 2015, filed with the Commission by State Street Corporation (One Lincoln Street, Boston, MA 02111), it has shared voting power and shared dispositive power over all 22,962,625 of these shares.

(7)	According to Schedule 13G, dated February 13, 2015, Ameriprise Financial, Inc. (145 Ameriprise Financial Center, Minneapolis, MN 55474), or AFI, has shared voting power over 18,032,176 of these shares and shared dispositive power over all of these shares. AFI may be deemed to beneficially own the shares reported by CMIA. The shares reported by AFI include those shares separately reported by CMIA. Each of AFI and CMIA disclaims beneficial ownership of all of the shares reported.

Name of Beneficial Owner	Number of Outstanding Shares of Common Stock Held			Number of Shares of Common Stock Beneficially Owned			Percent of Class
Rhys J. Best		10,000			90,429	⁽¹⁾		*
James R. Gibbs		0			57,551	⁽¹⁾		*
Robert L. Keiser		100,220			224,955	⁽¹⁾		*
Robert Kelley		337,652			491,669	⁽¹⁾		*
P. Dexter Peacock		101,040	⁽⁸⁾		257,745	⁽¹⁾		*
W. Matt Ralls		0			32,907	⁽¹⁾		*
Dan O. Dinges		3,355,566			3,721,514	^(2)(3)(6)		*
Scott C. Schroeder		1,296,677			1,434,083	^(2)(3)(7)		*
Jeffrey W. Hutton		580,285			629,298	^(2)(3)(4)		*
Phillip L. Stalnaker		202,706			237,002	^(2)(3)(4)		*
G. Kevin Cunningham		62,330			106,172	^(2)(3)(4)		*
All directors, nominees and executive officers as a group (17 individuals)					7,810,986	^{(1)(2)(3)(4)(5)(6)(7)}	2.00	%

*	Represents less than 1% of the outstanding Common Stock.

(1)	Includes the following restricted stock units held as of February 1, 2015, as to which the restrictions lapse upon the holders’ retirement from the Board of Directors: Mr. Best, 80,429; Mr. Gibbs, 57,551; Mr. Keiser, 124,735; Mr. Kelley, 154,017; Mr. Peacock, 156,705; and Mr. Ralls, 32,907; and all directors, nominees and executive officers as a group, 7,810,986. No executive officers hold restricted stock units.

(2)	Includes the following stock appreciation rights that are exercisable on or before April 2, 2015: Mr. Dinges, 294,804; Mr. Schroeder, 109,218; Mr. Hutton, 39,642; Mr. Stalnaker, 26,720; Mr. Cunningham, 34,978; and all directors, nominees and executive officers as a group, 626,104. No directors or nominees hold stock appreciation rights. The SARs were granted prior to 2013 and vest ratably over a three-year period after grant and have a seven year term. For more information on the SARs, see footnote 1 to the “Outstanding Equity Awards at Fiscal Year-End 2014” table below.

(3)	Includes the following shares awarded pursuant to the hybrid performance share awards granted in 2012, 2013 and 2014 that vested in February 2015, as a result of 2014 operating results meeting the performance criteria established on the date of grant: Mr. Dinges, 71,144; Mr. Schroeder, 28,188; Mr. Hutton, 9,371; Mr. Stalnaker, 7,576; Mr. Cunningham, 8,864; and all directors, nominees and executive officers as a group, 145,887. No directors or director nominees hold hybrid performance shares. For more information on the hybrid performance shares see “Long-Term Incentives” in the “Compensation Discussion and Analysis” below.

(4)	Includes the following shares held in the Company’s Savings Investment Plan as of December 31, 2014 as to which the reporting person shares voting power with the trustee of the plan: Mr. Hutton, 6,739; Mr. Cunningham, 15,420; Mr. Stalnaker, 16,390; and all directors, nominees and executive officers as a group, 73,148.

(5)	Includes the following shares awarded in 2012 pursuant to employee performance awards that vested in February and March 2015, as a result of 2014 operating results meeting the performance criteria established on the date of grant: all directors, nominees and executive officers as a group, 10,700.

(6)	Includes 911,880 shares held in trust for the benefit of an immediate family member, with respect to which Mr. Dinges has shared voting and investment power.

(7)	Includes 11,820 shares held by immediate family members, with respect to which Mr. Schroeder has shared voting and investment power.

(8)	Includes 48,000 shares held by Mr. Peacock subject to a pledge to secure indebtedness as to which Mr. Peacock shares voting and investment power.


•	Is a type of relationship addressed in Section 303A.02(b) of the NYSE Listed Company Manual, but under those rules does not preclude a determination of independence;

•	Is a type of relationship or transaction addressed in Item 404 of Regulation S-K, but under that regulation does not require disclosure; or

•	Consists of charitable contributions by the Company to an organization where a director is an executive officer and does not exceed the greater of $1 million or 2% of the organization’s gross revenue in any of the last three years.

•	Total year-end proved reserves grew to 7.4 Tcfe in 2014, a 36% increase over 2013;

•	Absolute production was 531.8 Bcfe, 28.6% higher than the level recorded in 2013; and

•	The ~~Compensation Committee is composed~~Company’s “all sources” finding cost was $0.71 per Mcfe for 2014 and $0.68 per Mcfe over the last three year period.

•	Austin Industries, Inc.
	-	Non-Executive Chairman of the Board – 2012 to present

•	Crosstex Energy L.P.
	-	Chairman of the Board (non-executive) – 2009 to March 2014

•	Lone Star Technologies, Inc.
	-	Chairman and Chief Executive Officer – 1999 to 2007

Other Directorships:

•	Crosstex Energy L.P. (until 2014)

•	Trinity Industries, Inc.

•	MRC Global Inc.

•	Commercial Metals Company

•	Retired June 1999

•	Kerr-McGee Corporation
	-	Chairman of the Board – February 1999 to June 1999

•	Oryx Energy Company (merged with Kerr-McGee Corporation)- Chairman and Chief Executive Officer – 1995 to February 1999

•	Rowan Companies plc
	-	Executive Chairman – April 2014 to present Chief Executive Officer – 2013 to April 2014
	-	President and Chief Executive Officer – 2009 to 2013

Other Directorships:

•	Rowan Companies plc

•	Superior Energy Services, Inc.

•	El Paso Pipeline Partners L.P. (until 2009)

•	National Ocean Industries Association

Name	Fees Earned or Paid in Cash* ($)		Stock Awards ($)(1)		Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)(2)		Total ($)
Rhys J. Best	$	90,000	$	200,028	-	-	-		$ 6,333	$	296,361
James R. Gibbs	$	85,000	$	200,028	-	-	-		$ 5,468	$	290,496
Robert L. Keiser	$	85,000	$	200,028	-	-	-		$ 9,738	$	294,766
Robert Kelley	$	90,000	$	200,028	-	-	-		$ 12,733	$	302,761
P. Dexter Peacock⁽³⁾	$	95,000	$	200,028	-	-	-		$ 13,098	$	308,126
W. Matt Ralls	$	75,000	$	200,028	-	-	-		$ 3,513	$	278,541

*	Restricted stock units were issued pursuant to the Company’s Non-Employee Director Deferred Compensation Plan in lieu of quarterly cash retainer and leadership fees totaling $85,000 each for Messrs. Gibbs and Keiser, $23,750 for Mr. Peacock, and $56,250 for Mr. Ralls.

(1)	The ~~Compensation Committee Charter is available~~amounts in this column reflect the grant date fair value with respect to ~~shareholders~~restricted stock units in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 for the fiscal year ended December 31, 2014. Assumptions used in the calculation of these amounts are included in Note 13 of the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 (the “Form 10-K”). In February 2014, each non-employee director received a grant of 5,073 restricted stock units, with a grant date fair value of $200,028 based on the average of the high and low trading price of the Common Stock on the February 20, 2014 grant date. The restricted stock units vest on the grant date, but are not payable by the Company in shares of Common Stock until the date the non-employee director ceases to be a director of the Company. The aggregate number of restricted stock units outstanding at December 31, 2014, including those issued in the election of the director and in lieu of quarterly cash retainer and fees, were as follows:

Name	Stock Awards
Rhys J. Best		80,429
James R. Gibbs		56,812
Robert L. Keiser		123,996
Robert Kelley		154,017
P. Dexter Peacock		156,705
W. Matt Ralls		32,255

(2)	The amounts in this column include for each director some or all of the following:

	•	Quarterly dividends paid on the restricted stock units.

	•	Spouse travel to the September 2014 Board of Directors strategy meeting and related expenses.

(3)	Mr. Peacock will retire from service as a director as of the date of annual meeting pursuant to Cabot’s director retirement policy.