United States

Securities and Exchange Commission

Washington, D.C. 20549

Schedule 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

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

Check the appropriate box:
	Preliminary Proxy Statement
	CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material Pursuant to ss.240.14a-12

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
	No fee required.
	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1) Title of each class of securities to which transaction applies:
	(2) Aggregate number of securities to which transaction applies:
	(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4) Proposed maximum aggregate value of transaction:
	(5) Total fee paid:

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

Cabot Oil & Gas Corporation

Notice of 2017 Annual Meeting of Stockholders and Proxy Statement

840 Gessner Road, Suite 1400,
Houston, Texas 77024
Thursday, April 23, 2015,
| Wednesday, May 3, 2017, 8:00 a.m. (Central Time)

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of Cabot Oil & Gas Corporation to be held on Thursday, April 23, 2015,Wednesday, May 3, 2017, at 8:00 a.m., 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 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 Internetinternet 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.

Sincerely,

Dan O. Dinges

Chairman, President and Chief Executive Officer

March 12, 201521, 2017

April 23, 2015May 3, 2017

8:00 a.m., Central Time,

840 Gessner Road, Suite 1400, Houston, Texas 77024

Purpose of the Meeting:

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

Record date:Date:

Only holders of record of our common stock on March 2, 201513, 2017 will be entitled to notice of and to vote at the Annual Meeting.

Voting Procedures:

Please vote your shares as promptly as possible, even if you plan to attend the Annual Meeting, by one of the following methods:

You may also vote in person if you attend the Annual Meeting.

If you plan to attend the Annual 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 the record date for voting. For safety and security reasons, cameras, camera phones, recording equipment, electronic devices,photography and audio or video recordings are prohibited and large bags, brief cases orbriefcases and packages will notmay be permitted in the meeting.subject to search.

March 12, 201521, 2017

By Order of the Board of Directors,

Deidre L. Shearer

Vice President and Corporate Secretary and Managing Counsel

Table of Contents

PROXY SUMMARY

 

This summary highlights information described in other parts of this proxy statement,Proxy Statement, and does not contain all of the information you should consider in voting. Please read the entire proxy statementProxy Statement before voting. For more complete information regarding our 20142016 financial and operating performance, please review our Annual Report on Form 10-K for the fiscal year ended December 31, 2014,2016, which accompanies this Proxy Statement.

 

Annual Meeting Information

 

Date and Time	Place
April 23, 2015May 3, 2017 8:00 a.m. Central Time	840 Gessner Road, Suite 1400
8:00 a.m. Central Time	Houston, Texas 77024
Record Date	Voting
March 2, 201513, 2017 Shares Outstanding: 465,521,772	Only holders of record of our common stock will be entitled to notice of and to vote at the Annual Meeting.

 

Voting Methods

 

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 completingcomplete and returningreturn the enclosed proxy card or voting instruction form in the postage-paid envelope provided.
By mail

 

Matters to be Voted on and Recommendation

 

Proposal	Matter	Board Vote Recommendation	Page Reference		Matter		Board Vote Recommendation		Page Reference
1.	The election of director candidates named herein;	FOR	13		The election of the six director candidates named herein.		FOR		12
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		Ratification of the appointment of the firm PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for its 2017 fiscal year.		FOR		60
3.	The approval on an advisory basis of executive compensation;	FOR	59		The approval on an advisory basis of executive compensation.		FOR		60
4.	A shareholder proposal to provide a report on the Company’s political contributions, if properly presented at the meeting; and	AGAINST	60		The frequency of future advisory votes on executive compensation.		1 YEAR		61
5.	A shareholder proposal to adopt a “proxy access” bylaw, if properly presented at the meeting.	AGAINST	63

Cabot Oil & Gas Corporation

-- 20152017 Proxy Statement

8

Cabot Oil & Gas Corporation

-- 20152017 Proxy Statement

9

20142016 Financial and Operational Highlights

 

In spiteWith the macro commodity price environment for natural gas remaining challenged for much of the downturn in the industry2016, we continued our focus on returns, while also growing production and reserves. This translated into a significantly reduced capital investment program during the lastyear, which was approximately half the size of 2014, our business strategy2015 and less than one-quarter the size of delivering value by growing reserves and production in a cost-effective manner continued to deliver outstanding operational2014. Even with this capital discipline, we experienced improved operating results in 2014.over 2015. Specifically:

 

•	Total year-end proved reserves grew to 7.48.6 Tcfe in 2014,2016, a 36%4.7% increase over 2013;2015;
•	Absolute production was 531.8627 Bcfe, 28.6%4.1% higher than the level recorded in 2013;2015 production; and
•	The Company’s “all sources” finding cost was $0.71only $0.37 per Mcfe for 2014 and $0.68 per Mcfe over the last three year period.2016, a 32% reduction from 2015.

 

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

 

RESERVES		PRODUCTION

 

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%15% decline in our total operating costs per unit. These achievements translated into top tier operating performance for this period, not only in these categories, but also in total shareholder return, as indicated below.

period.

 

*

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. Link to our Short-term incentive program •  Reserves growth and production growth are two of the four performance metrics for the 2016 annual cash incentive awards, and actual results were slightly above target. The two related financial metrics significantly exceeded target. Taking into account the macro environment in our industry, and the resulting negative discretion being applied to the payout amount, the awards were paid out at 165% of target for the NEOs.

Cabot Oil & Gas Corporation

-- 20152017 Proxy Statement

10

As indicated below, during a five year period, our total shareholder return (“TSR”) outpaced both an index of our compensation peer group and an index of our gas-focused peers within our compensation peer group.

5-YEAR TSR

Antero Resources Corp., Chesapeake Energy Corp.,Cimarex Energy Company, Concho Resources Inc., Continental Resources Inc., Devon Energy Corp.,Encana Corp., EQT Corp.,Marathon Oil Corp., Murphy Oil Corp., Newfield Exploration Company,Noble Energy Inc,Pioneer Natural Resources Company, QEP Resources Inc.,Range Resources Corp., Southwestern Energy Company.(Gas-focused peers shown in bold.)

Link to our long-term incentive program •  Due to our ninth-place ranking among our peer group over the period from 2014 through 2016, performance shares granted to our executives in 2014 with vesting contingent upon our relative three-year TSR, vested at 85% of target.

Executive Compensation Highlights

 

What we do:			What we don’t do:
	Emphasis on long-term, performance-based equitycompensation(p.37) (p.29)			No hedging of company stock by executive officers or directors
	Short-term incentive compensation based on disclosedperformance metrics (with payout caps)(p.35) (p.36)			No excise tax gross-ups for new executive officers appointed after 2010
	Substantial stock ownership and retention requirementsfor executive officers and directors(p.40) (p.42)			No vesting of equity awards after retirement if competing with company
	Disclose CEO realizable compensation (p. 30)(p.30)			No re-pricing or discounting of options or SARS
	Provide for “double trigger” cash payouts in change-of-controlchange-of-control agreements(p.40) (p.52)			No performance metrics that would encourage excessive risk-taking
	Limited terms for SARs(p.38) (p.39)			No dividend equivalents paid to executive officers on unvested equity awards until vested
	Hold annual advisory “say-on-pay” vote(p.59) (p.61)
	Use an independent compensation consultant(p.41) (p.34)

Cabot Oil & Gas Corporation

-- 20152017 Proxy Statement

11

GENERAL INFORMATION

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.

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 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.

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

Cabot Oil & Gas Corporation

- 2015 Proxy Statement12

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 theour Board of Directors (the “Board of Directors” or “Board”) is currently set at sevensix members, each of whose terms expireterm expires 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, the2017. The Board of Directors has nominated only six directors to be elected at the 20152017 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 areis currently directorsa director and havehas been nominated for election at the 2015 Annual Meeting for terms of one year, each to hold office until the expiration of his or her term in 20162018 and until his or her 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 20152017 director nominees would contribute to an effective and well-functioning Board. The Board andWhether nominated by a shareholder or through the activities of the Committee, the Corporate Governance and Nominations (“CGN”) Committee seeks to select candidates who have:

The Board and the CGN Committee believe that, individually and as a whole, the Board possesses the necessary qualifications, varied tenure and independence to provide effective oversight of the business and quality advice and counsel to the Company’s management.

It is the intention of theDirector Tenure

Director Independence

The persons named in the enclosed form of proxy intend 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.

Certain Information Regarding Nominees

Set forth below, as of March 1, 2015,2017, 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 nominee 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.

Cabot Oil & Gas Corporation

-- 20152017 Proxy Statement13

12

Rhys J. Best 

Age: 68

Director Since: 2008

Committee Memberships: Audit and Compensation (Chairman)

Business Experience:

•	Austin Industries, Inc.
Dorothy M. Ables
Age:59
Director Since:2015
Committee Memberships:Audit, Compensation
Business Experience:
•  Spectra Energy Corp -  Chief Administrative Officer – November 2008 to February 2017 -  Vice President, Audit Services and Chief Ethics & Compliance Officer – 2007 to November 2008 •  Duke Energy Corporation -  Vice President, Audit Services – 2004 to 2006 •  Duke Energy Gas Transmission -  Senior Vice President and Chief Financial Officer – 1998 to 2004
Non-Executive Chairman
Other Directorships:
•  Spectra Energy Partners GP, LLC -  2013 to February 2017
Key Skills, Attributes and Qualifications:
Ms. Ables brings a depth of experience in the transportation aspects of our industry, having served in positions of leadership with Spectra Energy Corp and its predecessor companies for over 30 years, as well as extensive financial expertise to our Board. The Board considered Ms. Ables’ extensive experience in the pipeline, processing and midstream business as adding value to our stockholders at a time in our business when transportation is crucial to our strategy. Ms. Ables’ financial expertise acquired through serving as Chief Financial Officer of Duke Energy Gas Transmission and later as Vice President of Audit Services of both Spectra Energy Corp and Duke Energy was also a key attribute leading to her appointment. Most recently, Ms. Ables has gained executive experience as the Chief Administrative Officer of Spectra Energy Corp, from 2008 until her February 2017 retirement effective upon Spectra’s merger with Enbridge Inc. While serving in that role, Ms. Ables had responsibility for human resources, information technology, community relations and support services. Ms. Ables has prior governance experience gained from service on the Board – 2012of Directors for Spectra Energy’s publicly traded master limited partnership, Spectra Energy Partners, LP, and is very active in community and charitable endeavors, including serving on the Board of Trustees of United Way of Greater Houston from 2008 to presentApril 2016. This diversity of background and leadership experience makes her a valuable addition to our Board and to the Audit and Compensation Committees of our Board.

•	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

Key skills, attributes and qualifications:

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.”

Cabot Oil & Gas Corporation

-- 20152017 Proxy Statement14

13

Dan O. Dinges

Age: 61 

Director Since: 2001 

Committee Memberships: Executive 

Position: Chairman, President and Chief Executive Officer

Rhys J. Best
Age:70
Director Since:2008
Committee Memberships:Audit, Compensation (Chairman), Corporate Governance and Nominations
Business Experience:
•  MRC Global Inc. -  Non-Executive Chairman of the Board – April 2016 to present •  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
•	Cabot Oil & Gas Corporation
	-	Chairman, President and Chief Executive Officer – May 2002 to present
Other Directorships:
•	United States Steel Corporation
Private/Non-profit Directorships:Crosstex Energy L.P. –  2004 to March 2014 •  Trinity Industries, Inc. –  2005 to present •  MRC Global Inc. –  2008 to present •  Commercial Metals Company –  2010 to present
•	Spitzer Industries, Inc. (private company)
•	American Exploration & Production Council
•	America’s Natural Gas Alliance
•	Foundation for Energy Education
•	Boy Scouts of America – Sam Houston Area Council

Key skills, attributes and qualifications:

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.

James R. Gibbs

Age:70 

Director Since: 2010 

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

Business Experience:

Key skills, attributes and qualifications:

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.

Cabot Oil & Gas Corporation

-- 20152017 Proxy Statement15

14

Robert L. Keiser

Age: 72 

Director Since: 2006 

Committee Memberships: Safety and Environmental Affairs (Chairman) and Audit

Business Experience:

•	Retired June 1999
Robert S. Boswell
•	Kerr-McGee CorporationAge:67
Director Since:2015
Committee Memberships:Audit, Safety and Environmental Affairs
Business Experience:
•  Laramie Energy LLC -	Chairman of the Board – February 1999 to June 1999
•	Oryx Energy Company (merged with Kerr-McGee Corporation)- Chairman and Chief Executive Officer – 19952007 to February 1999

Key skills, attributes and qualifications:

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.

Robert Kelley

Age: 69 

Director Since: 2003 

Committee Memberships: Audit (Chairman) and Safety and Environmental Affairs

Business Experience:present

Key skills, attributes and qualifications:

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.

Cabot Oil & Gas Corporation

-- 20152017 Proxy Statement16

15

W. Matt Ralls

Age: 65 

Director Since: 2011 

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

Business Experience:

•	Rowan Companies plc
-Dan O. Dinges
Age:63
Director Since:2001
Committee Memberships:Executive
Position:Chairman, – April 2014 to presentPresident and Chief Executive Officer – 2013 to April 2014
Business Experience:
•  Cabot Oil & Gas Corporation -	Chairman, President and Chief Executive Officer – 2009May 2002 to 2013present Other Directorships: •  United States Steel Corporation
Private/Non-profit Directorships:
•  Spitzer Industries, Inc. (private company) •  American Exploration & Production Council •  Foundation for Energy Education
Key Skills, Attributes and Qualifications:
Mr. Dinges brings to the Board over 33 years of executive management experience in the oil and gas exploration and production business, and as our Chief Executive Officer for the last 15 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.

Robert Kelley
Age:71
Director Since:2003
Committee Memberships:Audit (Chairman), Executive (Chairman), Corporate Governance and Nominations, Safety and Environmental Affairs Position:Lead Director
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:
•	Rowan Companies plc  OGE Energy Corporation – 1996-July 2016
Key Skills, Attributes and Qualifications:
•	SuperiorMr. 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 eight years. Mr. Kelley’s experience as President and CEO and later Chairman of the Board of Noble Energy Services, 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 Inc. also brings vital financial expertise to our Audit Committee. Mr. Kelley’s 13 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. This depth of experience with Cabot is especially valuable in his role as our Lead Director.
•	El Paso Pipeline Partners L.P. (until 2009)
•	National Ocean Industries Association

Key skills, attributes and qualifications:

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.

Cabot Oil & Gas Corporation

-- 20152017 Proxy Statement17

16

W. Matt Ralls

Age:67

Director Since:2011

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

Business Experience:

•   Rowan Companies plc -  Executive Chairman – 2014 to April 2016 -  Chief Executive Officer – 2013 to April 2014 -  President and Chief Executive Officer – 2009 to 2013

Other Directorships:

•  Rowan Companies plc –  2009 to April 2016 •  Superior Energy Services, Inc. –  2012 to present

Key Skills, Attributes and Qualifications:

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 Chief Executive Officer of Rowan Companies plc, 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 and Chairman since 2015. His effectiveness chairing 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.

Cabot Oil & Gas Corporation -2017 Proxy Statement

17

SECURITY OWNERSHIP

Principal Stockholders

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.Securities and Exchange Commission (“SEC”).

Cabot Oil & Gas Corporation

-- 20152017 Proxy Statement

18

Directors and Executive Officers

The following table reports, as of February 1, 2015,2017, 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.

Cabot Oil & Gas Corporation

-- 20152017 Proxy Statement

19

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

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 2014.2016, except that a Form 4 for G. Kevin Cunningham, Vice President and General Counsel, was filed late due to an administrative error.

CORPORATE GOVERNANCE MATTERS

Board of Directors Independence

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 committeeAudit Committee, Compensation Committee and corporate governanceCorporate Governance and nominations committeeNominations 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 20122014 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 (“CEO”), 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-employeenonemployee 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.

Cabot Oil & Gas Corporation

-- 20152017 Proxy Statement

20

This review applied to Messrs. Best and Ralls. 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.

Director Nominations and Qualifications

Under its charter, the Corporate Governance and Nominations (“CGN”)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 a number of methods, which may include retention of professional executive search firms, use of publicly available director databases or referral services and 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,to: Corporate Secretary, Cabot Oil & Gas Corporation, 840 Gessner Road, Suite 1400, Houston, Texas 77024. Shareholders who meet certain requirements specified in our by-lawsbylaws may also nominate candidates for inclusion in our proxy materials for an annual meeting as described in “Future Stockholder Proposals.“General Information.” 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.

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 members, in collectively serving the long-term interests of the Company and 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 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 Company in a competitive position within the industry; (iii) a record of achievement, and a position of leadership in his/her field, with the interest and intellect to be able to address energy industry challenges and opportunities; and (iv) the time to attend Board meetings and the commitment to devote any reasonable required additional time to deal with Company business.

Board of Directors Diversity

The Board of Directors encourages a diversity of backgrounds, including with respect to race, gender and national origin, among its members; however, it does not have a formal diversity policy.members. 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.

Cabot Oil & Gas Corporation

-- 20152017 Proxy Statement

21

Board of Directors Orientation and Continuing Education

Each new director appointed to fill a vacancy or elected at the annual meeting of stockholders undergoes an orientation program immediately upon joining the Board. The program adopted by the Company includes in-person meetings with the Chairman and CEO and other key officers to discuss Company business and strategy, review of a comprehensive director handbook that encompasses all Board policies and procedures and corporate documents, access to the Board’s portal containing all past board meeting materials and a briefing by the Corporate Secretary as to the legal requirements and obligations of Board membership. New directors will typically attend all Board committee meetings for at least the first year of membership, to familiarize them with the areas of responsibility of each committee.

All of our directors are encouraged to pursue continuing education opportunities for directors of public companies, generally, and the Company will reimburse directors for reasonable expenses incurred in connection with one such continuing education program each year.

Board of Directors Leadership Structure

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, who is nominated by the CGN Committee and elected by the non-management directors. In February 2015, the CGN Committee recommended and the non-management directors appointed, Mr. Kelley has served as the Lead Director replacing Mr. Peacock who has served as Lead Director since 2005 and is retiring from the Board this year.February 2015. 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, which are held at each regular Board meeting, and setting the agenda for these sessions. In 2016, Mr. Kelley served as the representative of the Board of Directors for direct shareholder engagement. 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-employeenonemployee 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.Dinges, are independent.

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$800.0 million with operations in onshore Texas and Louisiana Gulf Coast, the Rocky Mountains, the Anadarko Basin and Appalachia to an over $12a $10.8 billion market capitalization company as of December 31, 2014,2016, 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.

Cabot Oil & Gas Corporation -2017 Proxy Statement

22

Board of Directors Oversight of Risk

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.

Cabot Oil & Gas Corporation

- 2015 Proxy Statement22

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.

Corporate Governance Guidelines

The Cabot Oil & Gas CorporationOur 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.”website.

Code of Business Conduct

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.”website. 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.

Executive Sessions of the Board of Directors

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.

Cabot Oil & Gas Corporation

-- 20152017 Proxy Statement

23

Communications with theAttendance at Board of DirectorsMeetings and Annual Meetings

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 committeeheld six meetings during 2016. All directors attended 100% of the Board, an individual director (including the Lead Director) or the “Non-management Directors” in care of:

Corporate Secretary and Managing Counsel

Corporate Legal Department

840 Gessner Road, Suite 1400

Houston, Texas 77024

(281)589-4890

(281)589-4808 (fax)

(Outside the U.S. or U.S. long distance-call collect)

Deidre.Shearer@cabotog.com (email)

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

Annual Meeting Attendancecommittees on which they served.

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 2014,2016, all of the continuing members of the Board attended the annual meeting.

Board of Directors and Committee Meeting Attendance

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.

Director Compensation

Directors who are employees of the Company receive no additional compensation for their duties as directors. During 2014, non-employee2016, nonemployee 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 each received an additional $15,000 annual retainer, the Executive Committee Chairman received an additional $5,000 annual retainer and the remaining committee chairmen received an additional $10,000 annual retainer, each payable quarterly, for this additional service. Additionally, each non-employeenonemployee 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.2016.

In 2014, non-employee2016, nonemployee directors were also entitled to an annual award of restricted stock units under the 20042014 Incentive Plan, the restrictions on which lapse the date the non-employeenonemployee director leaves the Board of Directors, with a targeted award value at grant date of $200,000. The restricted stock units are paid cash dividend equivalents in the amount of the cash dividend paid on our outstanding common stock from the date of grant through the date the restrictions lapse. In 2014,2016, these directors each received 5,0739,761 restricted stock units.

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

Cabot Oil & Gas Corporation

- 2015 Proxy Statement24

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 thein lieu of a quarterly retainer payment.cash payment of such amounts. The terms of the restricted stock units are the same as those issued annually.

All directors were also 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.

Cabot Oil & Gas Corporation -2017 Proxy Statement

24

Director Compensation Table

The table below summarizes the total compensation paid to each of the non-employeenonemployee directors of the Company for the fiscal year ended December 31, 2014.2016.

Cabot Oil & Gas Corporation

-- 20152017 Proxy Statement

25

Director Retirement

It is the policy of the Board of Directors that directors of the Company retire at the annual meeting following a director’stheir 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 Standing Committees of the Board of Directors

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

Committees

Independent?

20142016 Meetings

Dinges

Ables

Best

Gibbs

Boswell

Kelley

Keiser

Peacock

Ralls

CGN

Yes

4

C

Audit

Yes

4

C

Compensation

Yes

4

C

Safety

Yes

4

C

AuditExecutive

No

Yes0

4

C

Compensation

Yes

4

C

Safety

Yes

4

C

Executive

No

0

C

C – Chairman of committee

 – Member of committee

Corporate Governance and Nominations Committee. The function of the Corporate Governance and Nominations (“CGN”)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)(1)(B) of the Securities Exchange Act of 1934 and the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”).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.

Cabot Oil & Gas Corporation

-- 20152017 Proxy Statement

26

Compensation Committee.The function of the Compensation Committee is to:

During 2016, no member of the Compensation Committee was an officer or employee of the Company or any of its subsidiaries, or formerly an officer of the Company or any of its subsidiaries. During 2016, the Company had no compensation committee interlocks.

Safety and Environmental Affairs Committee. The function of the Safety and Environmental Affairs (“S&EA”)(Safety) 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&EASafety 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 Meetingsmeetings and a meeting of the full Board is deemed unnecessary, except as limited by the Company’s by-lawsbylaws or applicable law. The Executive Committee did not meet during 2014.2016.

Cabot Oil & Gas Corporation

-- 20152017 Proxy Statement

27

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 2014,2016, as well as the factors considered by our Compensation Committee of the Board of Directors (“the Committee”) in making compensation decisions for 2014.2016. 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 20142016 (the “NEOs”), namely:

 

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	Senior Vice President, & Regional Manager, North Region
G. Kevin CunninghamSteven W. Lindeman	Senior Vice President, & General CounselSouth Region and Engineering

 

Our compensation plans and practices are designed to align the financial interests of the aboveour 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 20142016 the level of at-risk pay ranged from 72%74% to 89%90% of the total annual compensation opportunity, with the CEO having the highest level of at-risk pay.

 

20142016 Performance Highlights

 

In 2014, we faced a difficultWith the macro commodity pricing and capacityprice 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 toremaining challenged for much of 2016, we continued our focus on returns, while also growing production and reserves. This translated into 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 finishedsignificantly reduced capital investment program during the year, lowerwhich was approximately half the size of 2015 and less than where it began. The Company’s fiscalone-quarter the size of 2014. Even with this capital 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 operationalwe experienced improved operating results in 2014.over 2015. Specifically:

 

•	Total year-end proved reserves grew to 7.48.6 Tcfe in 2014,2016, a 36%4.7% increase over 2013;2015;
•	Absolute production was 531.8627 Bcfe, 28.6%4.1% higher than the level recorded in 2013;2015 production;
•	Our “all sources” finding cost was only $0.37 per Mcfe for 2016, a 32% reduction from 2015, and our total operating costs per unit declined 15% to $2.17 per Mcfe; and
•	The Company’s “all sources” finding cost was $0.71 per Mcfe for 2014 and $0.68 per McfeOur TSR over the last three year period.

Cabot Oil & Gas Corporation

- 2015 Proxy Statement28

Back to Contents

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

three-year period that ended December 31, 2016, was second highest in a peer group of five of our primarily gas-producing peers and slightly below the median of our fifteen member compensation peer group.

 

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.

Cabot Oil & Gas Corporation

- 2015 Proxy Statement29

Back to Contents

20142016 Compensation Highlights

 

CompensationThe following compensation outcomes in 20142016 rewarded important near-term operating successes while aligning executives with the same stock price performance results experienced by our long-term stockholders:

 

TSR Awards vested at 85% of target.Due to our ninth-place ranking among our peer group, performance shares granted to our executives in 2014 with vesting contingent upon our relative three-year total shareholder return (“TSR”) vested at 85% of target. This is only the second time in this program’s 10-year history that the TSR awards have paid out below target levels. The vast majority of the peer companies performing better than Cabot over the performance period produce primarily oil, which has experienced a faster commodity price recovery recently than natural gas, whereas Cabot produces primarily natural gas.

Cabot Oil & Gas Corporation -2017 Proxy Statement

28

•	DueAnnual cash bonus paid out at 165% of target. The Company’s operating performance metrics for the 2016 annual cash incentive awards were slightly above target expectations, while the related financial metrics significantly exceeded the target range. Taking into account the macro environment in our industry and the resulting negative discretion being applied to our second-place ranking among our peer group, performance shares granted to our executives in 2012 with vesting contingent upon our relative three-year total shareholder return (“TSR”), vestedthe payout amount, the awards were paid out at 200%165% of target. The underlying shares appreciated in value consistent withtarget for the Company’s stock price, in absolute terms and relative to our peers, over that three-year period.NEOs.
•	Two of the fourPerformance awards based on 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.
•	flow meet target.Our performance target for our hybrid performance shares of achieving at least $100 million of operating cash flow in 20142016 was met, resulting in the annual vesting of hybrid performance shares granted to executives over the last three years.
•	2016 TSR awards realizable value increased 14%.Outstanding long-term incentive awards madebased on our TSR granted in February 20142016 had declinedincreased in value by 25%14% by the end of the year, assuming a target level of achievement, consistent with the Company’s stock price performance in 2014.2016.
•	95% of shares voted approved executive compensation.At our most recent annual meeting in May 2014,2016, over 98%95% of the votes cast supported our NEOexecutive compensation practices. Consistent with this strong support, and considering that our 2016 program was consistent with 2015, the Compensation Committee of our Board of Directors (“Committee”) determined to continue our 20132016 compensation practices substantially unchanged in 2014.2017.

 

CEO Compensation and Performance-BasedOur Pay for Performance Alignment

 

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 absolute financial performance to deliver targeted realized compensation levels. The allocation of 20142016 compensation among salary, short-term incentives and long-term incentives for our CEO and the other NEOs, on ana weighted average basis, reflects this guiding principle, as show below:

 

 

Long-Term Incentives

In 2014,2016, 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 yearthree-year performance period (“TSR performance shares”). This metric directly aligns our management team with shareholders. Our frequent top-quartile TSR performance over the past three years hasrelative to our peers generated above-targetslightly below-target payments for executives from the TSR performance shares. This reduction in the number of shares and added significantreceived, along with a decrease in value of the underlying shares over the period since grant, reflects the strong correlation of pay to our shareholders, on an absolute and relative basis.performance of this award. The CEO’s awards and the relative performance achieved for the most recently completed performance period, plus the current ranking forvalue of the two remaining unvested awards, are as follows:

Cabot Oil & Gas Corporation

-- 20152017 Proxy Statement30

29

Cabot Oil & Gas Corporation -2017 Proxy Statement

30

Overview of Our Compensation Program

Philosophy and Objectives of Our Compensation ProgramsProgram

The Committee oversees an executive compensation program designed to attract, retain, and engage highly qualified executives. The primary objectives of our compensation programsprogram are:

We achieve these objectives by:

The Committee believes that each of these objectives carries an equal amount of importance in our compensation program.

Our Compensation Practices

The following practices and policies ensure that our executives’ compensation is designed with shareholders’ interests.

What we do:			What we don’t do:
	Emphasis on long-term, performance-based equity compensation			No hedging of company stock by executive officers or directors
	Short-term incentive compensation based on disclosed performance metrics (with payout caps)			No excise tax gross-ups for executive officers appointed after 2010
	Substantial stock ownership and retention requirements for executive officers and directors			No vesting of equity awards after retirement if competing with company
	Disclose CEO realizable compensation			No re-pricing or discounting of options or SARs
	Provide for “double trigger” cash payouts in change-of-control agreements			No performance metrics that would encourage excessive risk-taking
	Limited terms for SARs			No dividend equivalents paid to executive officers on unvested equity awards until vested
	Hold annual advisory “say-on-pay” vote
	Use an independent compensation consultant

Cabot Oil & Gas Corporation

-- 20152017 Proxy Statement

31

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.

2016 Executive Compensation

We believe the following 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 is designed to meet its intended objectives and contribute to the Company’s overall success.

Cabot Oil & Gas Corporation -2017 Proxy Statement

32

2016 Committee Activity

During 2016, the Committee held three regular meetings, one in each of February, July and October. In addition, the Committee held a meeting in early January 2016 solely for the purpose of certifying the results for the TSR performance share awards with a performance period of 2013–2015 that vested on December 31, 2015.

At the time the 2016 grants were made and periodically throughout the year, the Committee referenced the Fall 2015 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 2016 salaries, bonus payouts for 2015 performance, certified the 2015 results for payouts of a portion of each of the hybrid performance shares granted from 2013 to 2015, 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 “2016 Compensation Decisions.”

Also at the February 2016 meeting and prior to making any compensation decisions, the Committee includes comparisonsreviewed a detailed analysis of stock ownership and retention levels for each NEO. 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 againstand payments upon severance or change of control, as well as other benefits and perquisites. Lastly, at the February 2016 meeting, the Committee and the Board of Directors discussed and approved the 2016 performance criteria for the 2016 cash bonus plan.

During 2016, the Committee reviewed an analysis prepared by Meridian of 2015 executive compensation reported by our peer group. From the available 2015 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 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 executives with those of the shareholders. The2016 competitive market study of executive compensation among the peer companies. This analysis, along with other data and reports, is determined by reference toutilized in the Committee’s review of all components of compensation practices of an industry peer group as set forth below.in the following February meeting.

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

Cabot Oil & Gas Corporation

- 2015 Proxy Statement32

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 20142016 year-end closing market prices, the market capitalization of companies in our industry peer group ranged from approximately $35.6 million$4.4 billion to $21.3$30.6 billion. Our market capitalization at 20142016 year-end was approximately $12.2$10.8 billion. The

In February 2017, the Committee affirmed the application of the current peer group forto the two outstanding TSR2017–2019 performance cycles, which began in 2013 and 2014,cycle. Our peer group is as follows:

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:

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.

Cabot Oil & Gas Corporation

-- 20152017 Proxy Statement

33

Role of the Compensation Consultant

The Committee employs the services of an executive compensation consultant. In 2016, the Committee engaged Meridian as its independent consultant, and Meridian has also been retained by the Committee for 2017. 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 2016, 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. 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

Our Chairman, President and CEO makes recommendations annually, and as new officers are hired, to the Committee with respect to salary, bonus and long-term incentive awards for all other executive officers. In making recommendations, our CEO considers input from Meridian’s independent competitive market study, internal pay equity issues, individual performance and Company performance. The CEO’s recommendations are just one of the factors considered by the Committee, in conjunction with the other factors discussed in this CD&A, in setting compensation for all executive officers. The Executive Vice President and Chief Financial Officer (“CFO”), who is ultimately responsible for human resources administration, provides the Committee with 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 CEO and CFO also provide recommendations to the Committee regarding appropriate bonus metrics, taking into account current industry drivers and company strategic objectives, as well as appropriate performance targets for each year. The CFO and his staff assist the Committee in determining bonus payouts by providing the calculations of bonus metric achievement, which the Committee takes into account in determining the ultimate bonus payout pool each year. The CEO and CFO, along with the Corporate Secretary, attend the Committee meetings; however, the officers are 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 executives listed above prepare materials and agendas for the Committee meetings and also prepare the long-term equity plans and award agreements, as directed by the Committee, for approval. The terms of all award agreements and the specific individual awards for executives, however, are all approved by the Committee and, as needed, by the Board of Directors.

Cabot Oil & Gas Corporation -2017 Proxy Statement

34

Elements of2016 Compensation Decisions

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,CEO, 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 and approved 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 knowledgeknowledge; and internal and external pay equity issues. Base salary increases from 2013 to 2014In February 2016, the Committee also considered the impact of the low commodity price environment on operating results and cash flow in setting base salaries. The Committee determined that base salaries in 2016 would remain at 2015 levels for all but one of the NEOs ranged from approximately 4% to 9%.NEOs.

In 2014,2016, the Committee reviewed two competitive market studies for compensation of the peer group, prepared by our independent consultant. The Committee noted that Mr. Dinges’ 20142016 base salary of $900,000 and Mr. Schroeder’s 20142016 base salary of $475,000 were both between the 5025^thand 7550^thpercentile of the industry peer group for the 20142016 competitive data. The base salaries of a majority 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 2015,2016, in recognition of the continued depressed marketrealized price for hydrocarbonsoil and natural gas and its current and future anticipated effect on theour industry, as well the positioning of our NEO’sNEOs’ salaries relative to available 20142015 peer benchmarking data, the Compensation Committee decided not to increase salaries for 20152016 for four out of fiveany of our NEOs.NEOs, other than Mr. Stalnaker received a 9%Lindeman. The increase in base salary increase for 2015,Mr. Lindeman was primarily due to his 2014increased responsibility and performance increased operational responsibilitiesin 2015 and relative placement in the peer group for 2014.2016.

Cabot Oil & Gas Corporation

- 20152017 Proxy Statement

3435

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 specificmetrics and performance 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:Performance Metrics and Goals