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. )

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Cabot Oil & Gas Corporation

Notice of 2017 Annual Meeting of Stockholders and Proxy Statement

840 Gessner Road, Suite 1400, Houston, Texas 77024 | 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 Wednesday, May 3, 2017,1, 2019, 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 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.

Sincerely,

Dan O. Dinges

Chairman, President and Chief Executive Officer

March 21, 201719, 2019

May 3, 2017

1, 2019

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,Proxy Statement, which is made a part of this Notice.

Record Date:

Only holders of record of our common stock on March 13, 20175, 2019 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, photography and audio or video recordings are prohibited and large bags, briefcases and packages may be subject to search.

March 21, 201719, 2019

By Order of the Board of Directors,

Deidre L. Shearer

Vice President and Corporate Secretary

Table of Contents

PROXY SUMMARY

 

This summary highlights information described in other parts of this Proxy Statement and does not contain allcontainall of the information you should consider in voting. Please read the entire Proxy Statement before voting. Forvoting.For more complete information regarding our 20162018 financial and operating performance, please review ourreviewour Annual Report on Form 10-K for the fiscal year ended December 31, 2016,2018, which accompanies this ProxythisProxy Statement.

 

Annual Meeting Information

 

Date and Time	Place
May 3, 20171, 2019 8:00 a.m. Centrala.m.Central Time		Place 840 Gessner Road, Suite 1400 Houston, Texas 77024
Record Date	Voting
March 13, 20175, 2019 Shares Outstanding: 465,521,772423,367,250		Voting Only holders of record of our common stock will be entitled to notice of andofand to vote at the Annual Meeting.

 

Voting Methods

 

Method		Instruction
By internet		log onto www.proxyvote.com and use the instructions on the proxy card or voting instruction form received from your broker or bank;
By internettelephone
	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 telephonemail
	complete and return the enclosed proxy card or voting instruction form in the postage-paid envelope provided.
By mail

 

Matters to be Voted on and Recommendation

 

								Board Vote	Page
Proposal		Matter		Board Vote Recommendation		Page Reference	Matter	Recommendation	Reference
1.		The election of the six director candidates named herein.		FOR		12	The election of the nine 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 2017 fiscal year.		FOR		60	Ratification of the appointment of the firm PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for its 2019 fiscal year.	FOR	63
3.		The approval on an advisory basis of executive compensation.		FOR		60	The approval on an advisory basis of executive compensation.	FOR	63
4.		The frequency of future advisory votes on executive compensation.		1 YEAR		61

Cabot Oil & Gas Corporation-2017 2019 Proxy Statement

8

Director Nominees

 

Name

Independent Director

Age

Years Served

Primary Occupation

Committee Memberships(1)

Other Public Company Boards

Dan O. Dinges

N

63

15

Chairman, President and CEO of Cabot Oil & Gas Corporation

E

United States Steel Corporation

Dorothy M. Ables

Y

59

1

Former Chief Administrative Officer of Spectra Energy Corp.

A, C

Spectra Energy Partners, LP

Rhys J. Best

Y

70

8

Non-Executive Chairman of the Board of MRC Global Inc.

A,C, CG

Trinity Industries, Inc. MRC Global Inc. Commercial Metals Company

Robert S. Boswell

Y

67

1

Chairman and CEO of Laramie Energy, LLC

A, S

Enerflex Ltd. (Canadian)

Robert Kelley

Y

71

13

Retired Chairman and former President and CEO of Noble Affiliates, Inc. (now Noble Energy Inc.)

A,CG, S,E

OGE Energy Corporation

W. Matt Ralls

Y

67

5

Former Chairman, CEO and President of Rowan Companies plc

C,CG, S, E

Superior Energy Services, Inc.

Average director tenure: 7 years

 

(1)	Bold font indicates Chairman of Committee
ADAN O. DINGES Chairman, President and CEO of Cabot Oil & Gas Corporation Age65 Years Served17 Other Public Company Boards: United States Steel Corporation	Audit Committee	DOROTHY M. ABLES Former Chief Administrative Officer of Spectra Energy Corp. Age61 Years Served3 Other Public Company Boards: Martin Marietta Materials Inc.		RHYS J. BEST Non-Executive Chairman of the Board of MRC Global Inc. Age72 Years Served10 Other Public Company Boards: Arcosa, Inc. MRC Global Inc. Commercial Metals Company
C	Compensation Committee
CGROBERT S. BOSWELL Chairman and CEO of Laramie Energy, LLC Age69 Years Served3 Other Public Company Boards: Enerflex Ltd. (Canadian)	Corporate Governance	AMANDA M. BROCK COO and Chief Commercial Officer of Solaris Midstream Age58 Years Served1 Other Public Company Boards: Macquarie Infrastructure Corporation		PETER B. DELANEY Former Chairman, President and CEO of OGE Energy Corporation Age65 Years Served<1 Other Public Company Boards: Panhandle Oil & Nominations CommitteeGas
S	Safety & Environmental Affairs Committee
ROBERT KELLEY Retired Chairman and former President and CEO of Noble Affiliates, Inc. (Now Noble Energy Inc.) Age73 Years Served15 Lead Director Other Public Company Boards: OGE Energy Corporation		W. MATT RALLS Former Chairman, CEO and President of Rowan Companies plc Age69 Years Served7 Other Public Company Boards: Superior Energy Services, Inc. NCS Multistage		MARCUS A. WATTS President of The Friedkin Group Age60 Years Served1 Other Public Company Boards: Service Corporation International

E- 2019 Proxy Statement

Executive Committee9

Governance Highlights

 

•   Proxy access for stockholders	Women hold 25% of independent Board seats		•	Separate Board committee devoted entirely to safety and environmental matters
•	Average independent director tenure is 5 years		•	Board oversight of all political contributions and website disclosures of amounts contributed
•	Proxy access for stockholders		•	Annual Board and committee self-assessments
•	Rigorous stock ownership guidelines for all executive officers and directors		•  Board oversight of all political contributions	Director orientation and continuing education
•	Annual election of directors and majority voting		•  Political contributions disclosures on our website	Stockholders may act by written consent
•  Majority voting for director elections		•  Annual Board and committee self-assessments
•  Average director tenure is 7 years		•  Active Board oversight of Company risks
•  Our CEO is the only non-independent director		•  Director orientation and continuing education	No poison pill
•	An independent lead director chairs executive sessions of independent directors at each regular Board meeting		•  Stockholders may act by written consent
•  Mandatory director retirement at age 73

2018 Financial and Operational Highlights – A Record Year

2018 was another record year for Cabot in delivering on its consistent strategy of maximizing returns on capital by developing the assets with the best returns—and divesting those that do not meet our very high return standards—all within available cash flow. Due to this disciplined investment strategy, Cabot achieved significant growth in Return on Capital Employed (“ROCE”)⁽¹⁾to 15.9%—a level never experienced by the Company—placing Cabot in the position of being one of the lowest-cost, highest-returns producers in the industry. Consistent with our commitment made in 2016, we also returned significant amounts of capital to our shareholders. Specifically, our accomplishments in 2018 include:

•  No poison pill

Free Cash Flow:Generated free cash flow for the third consecutive year with 2018 free cash flow of $296.6 million, which is more than the previous two years combined.(1)

Returns to Shareholders:Returned approximately $1 billion to shareholders in 2018 through share repurchases of $904.1 million and cash dividends of $111.4 million (an over three-fold increase over 2017 returns to shareholders).

Production and Reserves Growth:Grew production by 7% to a record 735 Bcfe and increased total proved reserves to a record 11.6 Tcfe, up 19% over 2017, even after selling assets representing 410 Bcfe of reserves, consisting of our Eagle Ford Shale and remaining East Texas assets.

Lowest Operating Costs:Achieved new record lows for all-in finding cost of $0.30 per Mcfe for the 2018 investment program and unit cost, which averaged $1.76 per Mcfe.

 

(1)	Cabot Oil & Gas CorporationNeither ROCE nor free cash flow is a measure calculated in accordance with generally accepted accounting principles (GAAP). Please see Appendix A for additional information.

-2017 2019 Proxy Statement

910

2016 Financial and Operational Highlights

With the macro commodity price environment for natural gas remaining challenged for much of 2016, we continued our focus on returns, while also growing production and reserves. This translated into a significantly reduced capital investment program during the year, which was approximately half the size of 2015 and less than one-quarter the size of 2014. Even with this capital discipline, we experienced improved operating results over 2015. Specifically:

•	Total year-end proved reserves grew to 8.6 Tcfe in 2016, a 4.7% increase over 2015;
•	Absolute production was 627 Bcfe, 4.1% higher than 2015 production; and
•	The Company’s “all sources” finding cost was only $0.37 per Mcfe for 2016, a 32% reduction from 2015.

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

RESERVES		PRODUCTION

This substantial growth in reserves and production over the last three years has been accompanied by a 15% decline in our total operating costs per unit. These achievements translated into top tier operating performance for thisthe period. As illustrated below, during a five-year period, our total shareholder return (TSR) outpaced an index of our compensation peer group.

 

*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.

Link to our long-term incentive program
•	Due to our fifth-place ranking among our peer group over the period from 2016 through 2018, performance shares granted to our executives in 2016 with vesting contingent upon our relative three-year TSR, vested at 155% of target.

Executive Compensation Highlights

What we do:			What we don’t do:
	Emphasis on long-term, performance-based equitycompensation (p.32)			No hedging or pledging of company stock by executiveofficers or directors
	Short-term incentive program •  Reserves growth and production growth are two of the four compensation based on disclosedperformance metrics (with payout caps) (p.39)			No excise tax gross-ups for the 2016executive officers appointedafter 2010
	Substantial stock ownership and retention requirementsfor executive officers and directors (p.45)			No vesting of equity awards after retirement ifcompeting with Company
	Provide for “double trigger” cash payouts in change-of-control agreements (p.55)			No re-pricing or discounting of options or SARs
	Clawback policy (p.43)			No performance metrics that would encourageexcessive risk-taking
	Hold annual cash incentiveadvisory “say-on-pay” vote (p.63)			No dividend equivalents paid to executive officers onunvested equity 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. until vested
	Only independent directors on CompensationCommittee (p.29)
	Use an independent compensation consultant (p.37)

Cabot Oil & Gas Corporation-2017 2019 Proxy Statement

1011

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.PROPOSAL 1 ELECTION OF DIRECTORS

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.29)			No hedging of company stock by executive officers or directors
	Short-term incentive compensation based on disclosedperformance metrics (with payout caps) (p.36)			No excise tax gross-ups for executive officers appointed after 2010
	Substantial stock ownership and retention requirementsfor executive officers and directors (p.42)			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” cash payouts in change-of-control agreements (p.52)			No performance metrics that would encourage excessive risk-taking
	Limited terms for SARs (p.39)			No dividend equivalents paid to executive officers on unvested equity awards until vested
	Hold annual advisory “say-on-pay” vote (p.61)
	Use an independent compensation consultant (p.34)

Cabot Oil & Gas Corporation -2017 Proxy Statement

11

The size of our Board of Directors (the “Board of Directors” or “Board”) is currently set at sixnine members, each of whose term expires in 2017.2019. The Board of Directors has nominated sixnine directors to be elected at the 20172019 Annual Meeting. Each of the nominees is currently a director and has been nominated to hold office until the expiration of his or her term in 20182020 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 20172019 director nominees would contribute to an effective and well-functioning Board. Whether 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.

Director 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 VOTEFORTHE ELECTION OF EACH OF THE NOMINEES TO THE BOARD OF DIRECTORS.

Certain Information Regarding Nominees

Set forth below, as of March 1, 2017,2019, 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-2017 2019 Proxy Statement

12

	Dorothy M. Ables
Age:59
61 Director Since:2015
Committee Memberships:Audit (Chairman), Compensation
Business Experience:
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
Other Directorships:
•Martin Marietta Materials Inc. – November 2018 to present •Spectra Energy Partners GP, LLC -– 2013 to February 2017
Key Skills, Attributes and Qualifications:
Ms. Ables brings a depth of experience in the natural gas transportation and marketing 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.appointment and to her February 2019 appointment as the Chairman of our Audit Committee. 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 prior service on the Board of Directors for Spectra Energy’sEnergy Corp’s publicly traded master limited partnership, Spectra Energy Partners, LP, and has served on the Board of Directors of BJ Services, Inc. since July 2017 and Martin Marietta Materials Inc. since November 2018. Ms. Ables is also very active in community and charitable endeavors, including serving on the Board of Trustees of United Way of Greater Houston from 2008 to April 2016.2016 and was recently re-appointed in April 2018. This diversity of background and leadership experience makesmake her a valuable additioncontributor to our Board and to the Audit and Compensation Committees of our Board.

Cabot Oil & Gas Corporation-2017 2019 Proxy Statement

13

	Rhys J. Best
Age:70
72 Director Since:2008
Committee Memberships:Audit, Compensation (Chairman), Corporate Governance and Nominations
Business Experience:
Business Experience: •Arcosa, Inc. - Non-Executive Chairman of the Board – November 2018 to present •MRC Global Inc. - Non-Executive Chairman of the Board – April 2016 to present   •Austin Industries, Inc. - Non-Executive Chairman of the Board (Retired) – 2012 to 2017		Other Directorships: •Arcosa, Inc. – November 2018 to present   •Crosstex Energy L.P. -  Chairman of the Board (non-executive) – 2009 to March 2014
Other 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 •Trinity Industries, Inc. – 2005 to 2018
Key Skills, Attributes and Qualifications:
Mr. Best brings decades of significant management, leadership, transactional and financial experience to our Board. Recently, heMr. Best currently serves as Non-Executive Chairman of the Board of Arcosa, Inc., a newly-formed provider of infrastructure-related products and solutions with leading positions in construction, energy and transportation markets, which was established as an independent company in November of 2018 in a spin-off from Trinity Industries, Inc. Mr. Best also currently serves as Non-Executive Chairman of the Board of MRC Global Inc., the largest global distributor, based on sales, of pipe, valves and fittings and related products and services to the energy industry. Prior to his appointment to this position with MRC Global in 2016, Mr. Best served as Non-executiveNon-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.boards and the Board of the National Association of Corporate Directors, North Texas Chapter. This diverse experience enables Mr. Best to bring unique and valuable perspectives to the Board and makes him particularly qualified to serve as the Chairman of the Compensation Committee and a member of the AuditCorporate Governance and Nominations Committee of the Board.

Cabot Oil & Gas Corporation-2017 2019 Proxy Statement

14

	Robert S. Boswell
Age:67
69 Director Since:2015
Committee Memberships:Audit, Safety and Environmental Affairs
Business Experience: (Chairman), Audit, Corporate Governance and Nominations
Business Experience: •Laramie Energy LLC - Chairman of the Board and Chief Executive Officer – 2007 to present   •Laramie Energy I, LLC - Chairman of the Board and Chief Executive Officer – 2004 to 2007   •Forest Oil Corporation - Chairman of the Board and Chief Executive Officer – 1989 to 2003
Other Directorships:
•Enerflex Ltd. -  June 2011 to present
Key Skills, Attributes and Qualifications:
Mr. Boswell has management and operating experience as an executive in the upstream industry and brings an extensive technical understanding of the development of oil and gas reserves, as well as financial expertise to our Board. Mr. Boswell’s distinguished career includes serving as Chairman and Chief Executive Officer of exploration and production companies for over 2729 years, including overseeing the turnaround of Forest Oil Corporation, a mid-sized public exploration and production company, and the sale of Laramie Energy I, a private company which he founded, for over $1 billion. Throughout his career, Mr. Boswell has successfully led a number of upstream companies through the life cycle of capital-raising: growing reserves, production and profitability through both acquisitions and development of existing properties, and sale or merger and acquisition transactions. His most recent success with private companies Laramie Energy I and his current venture, Laramie Energy LLC, operating in the Piceance Basin, has provided him with tremendous experience in unconventional resource plays, which is relevant to the Company’s operations in both the Marcellus Shale and the Eagle Ford Shale. He also brings extensive financial expertise gained through both acting as Chief Financial Officer of public and private companies and supervising them as Chief Executive Officer. Mr. Boswell is currently serving as a director of Enerflex Ltd., a Canadian public company that manufactures and sells natural gas transmission and process equipment worldwide. Mr. Boswell’s management, technical and financial expertise makes him an invaluable additionare a tremendous asset to our Board and the committees on which he serves, and his operations experience is invaluable to his service as well as toChairman of the Audit and Safety and& Environmental Affairs Committees of the Board.Committee.

Cabot Oil & Gas Corporation-2017 2019 Proxy Statement

15

	Amanda M. Brock Age:58 Director Since:2017 Committee Memberships:Audit, Safety and Environmental Affairs
	Business Experience: •Solaris Midstream - Chief Operating Officer – July 2018 to present - Chief Commercial Officer – February 2018 to present •Water Standard - Chief Executive Officer – 2009 to 2017 •Azurix - Executive Director and President, Americas – 1999 to 2000		Other Directorships: •Macquarie Infrastructure Corporation - August 2018 to present
	Key Skills, Attributes and Qualifications: Ms. Brock was appointed in August 2017, adding to our Board her diverse experience and background, which she gained from her distinguished career building and managing global infrastructure businesses in the oil and gas, water and power industries. Ms. Brock is currently an investor in and the Chief Operating Officer and Chief Commercial Officer of Solaris Midstream, a private, growth-oriented midstream company that owns, operates and designs crucial water midstream assets across key unconventional U.S. basins. Ms. Brock joined Solaris in 2017 as the Senior Commercial Advisor and assumed her current positions in July and February 2018, respectively. Prior to that, Ms. Brock served as Chief Executive Officer of Water Standard, a water treatment company focused on water-based enhanced oil recovery, recycling and reuse of water and produced water treatment from 2009, and she remains as a strategic advisor and board member. Prior to her appointment at Water Standard, Ms. Brock served as Executive Director and President, Americas, of Azurix, a global water treatment and services company and subsidiary of Enron Corp., from 1999 to 2002, and for Enron Corp. in various other capacities from 1991, including President of a division responsible for the management of power plants, related assets and joint ventures worldwide. Her expertise and depth of knowledge in the water management aspects of the oil and gas industry, as well as her global perspective, executive management and financial expertise, were considered by our Board as key attributes leading to her appointment. Ms. Brock has received numerous professional awards throughout her career, including being named one of the top 25 people globally in water and wastewater in 2016 by Water and Wastewater International, being named as a Houston Business Journal honoree for Women in Energy in 2016, and being inducted into the 2017 Greater Houston Women’s Hall of Fame. Ms. Brock obtained her law degree from Louisiana State University, where she was a member of the Law Review, after completing her undergraduate studies in South Africa.

- 2019 Proxy Statement

16

	Peter B. Delaney Age:65 Director Since:2018 Committee Memberships:Audit and Safety & Environmental Affairs
	Business Experience: •OGE Energy Corporation - Chairman, President and Chief Executive Officer – 2007 to 2015 - Chief Operating Officer – 2004 to 2007 - Executive Vice President, Corporate Planning & Strategy – 2002 to 2004 - Chief Executive Officer, Enogex (midstream subsidiary) – 2002 to 2013 •Enable Midstream Partners, LP - Interim CEO – May 2015 to December 2015		Other Directorships: •Panhandle Oil & Gas - March 2018 to present •Enable Midstream Partners, LP - 2013 to February 2016 (Chairman 2013-2015) •OGE Energy Corporation - 2007 to 2015
	Key Skills, Attributes and Qualifications: Mr. Delaney is the newest member of our Board, appointed in August 2018 as the result of a succession planning process to identify a candidate with chief executive experience in the upstream or related industry. Mr. Delaney has a long and distinguished career in the energy and power industries, having retired in 2015 as the Chairman and Chief Executive Officer (“CEO”) of OGE Energy Corporation, where he served in various capacities since 2002. During his eight-year tenure as Chairman and CEO, OGE Energy Corporation received numerous industry awards, among them the 2012 Utility of the Year and the 2013 Edison Award, the industry’s highest honor. Mr. Delaney also served as CEO of Enogex, OGE Energy Corporation’s natural gas midstream subsidiary, from 2002 to 2013, and in 2013, served as Chairman of its Board and later as interim CEO of its successor, Enable Midstream Partners, LP, until December 2015. Prior to his career at OGE Energy Corporation, Mr. Delaney completed a 16-year Wall Street investment banking career, most recently serving as Managing Director of UBS, Inc. from 1997 to 2001. This depth of leadership experience in the industry, as well as his financial expertise, were key aspects of his appointment to our Board and make him a valuable member of our Audit and Safety and Environmental Affairs Committees. Mr. Delaney also currently serves on the Board of Directors of Panhandle Oil & Gas and several private companies in unrelated industries, as well as several charitable and community organizations. Mr. Delaney has been hailed for his exemplary service to his industry and his community with several prestigious awards, including the Arthritis Foundation Tribute to Excellence (2015), the United Way Lifetime Achievement Award (2014), Energy Biz magazine’s Utility CEO of the Year (2013) and the Journal Record Most Admired CEO of the Year (2012).

- 2019 Proxy Statement

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	Dan O. Dinges
	Age:63
	65 Director Since:2001
Committee Memberships:Executive
Position:Chairman, President and Chief Executive Officer
Business Experience:
Business Experience: •Cabot Oil & Gas Corporation - Chairman, President and Chief Executive Officer – May 2002 to present		Other Directorships:   •United States Steel Corporation
Private/Non-profit Directorships: – 2010 to present
•  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 3335 years of executive management experience in the oil and gas exploration and production business, and as our Chief Executive Officer for the last 1517 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.organizations, including American Petroleum Institute since 2017, American Exploration Production Council since 2002, Spitzer Industries, Inc. (private company) since 2006, and Houston Methodist Hospital Research Institute since 2014.

	Robert Kelley
	Age:71
	73 Director Since:2003
Committee Memberships:Audit, (Chairman), Executive (Chairman), Corporate Governance and Nominations Safety and Environmental Affairs Position:Lead Director
Business Experience:
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 – 1996 to 2016
Other Directorships:
•  OGE Energy Corporation – 1996-July 2016
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 eight years.from 2008 to February 2019. 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 Inc. also brings vital financial expertise to our Audit Committee. Mr. Kelley’s 1315 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.

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	W. Matt Ralls
Age:67
69 Director Since:2011
Committee Memberships:Corporate Governance and Nominations (Chairman), Safety and Environmental Affairs (Chairman), Compensation, Executive
Business Experience:
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 plcNCS Multistage Holdings, Inc. – 2009April 2017 to April 2016present •Superior Energy Services, Inc. – 2012 to present •Rowan Companies plc – 2009 to 2016
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 Companies plc 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.

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	Marcus A. Watts 17Age:60 Director Since:2017 Committee Memberships:Compensation, Safety and Environmental Affairs
	Business Experience: •The Friedkin Group - President – 2011 to present •Locke Lord LLP – 1984 to 2010 - Managing Partner, Houston - Vice-Chairman (Executive Committee)		Other Directorships: •Service Corporation International – 2012 to present
	Key Skills, Attributes and Qualifications: Mr. Watts joined our Board in August 2017, adding a wealth of legal, transactional and management expertise from both the oil and gas industry and other industries to our Board. Mr. Watts has served as President of The Friedkin Group, an umbrella company overseeing various business interests that are principally automotive-related, since 2011, after over 26 years of legal experience with the international law firm of Locke Lord LLP. In his prior experience with Locke Lord LLP, Mr. Watts focused on corporate and securities law, governance and related matters and served as the Managing Partner of the Houston, Texas office and Vice-Chairman of the firm-wide Executive Committee. Mr. Watts’ combination of legal and management talent is unique on our Board and he offers a fresh perspective from an industry other than our own, as well as years of experience representing oil and gas companies in his private law practice. This industry experience, as well as his legal and regulatory background, is particularly valuable to our Compensation and Safety and Environmental Affairs Committees of the Board, on which he serves. Mr. Watts served as a director of Complete Production Services until its merger with Superior Energy Services in 2012 and currently serves on the Board of Directors of Service Corporation International. He has also served on the boards of the Federal Reserve Bank of Dallas-Houston Branch since 2014 and the Greater Houston Partnership since 2012 and is currently serving as Chairman of the former and immediate past Chair of the latter. Mr. Watts holds a law degree from Harvard Law School and a B.S. degree in Mechanical Engineering from Texas A&M University.

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SECURITY OWNERSHIP

Principal Stockholders

The following table reports beneficial ownership of the Company’s common stock (“Common StockStock”) 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 Securities and Exchange Commission (“SEC”).

(4)

According to Amendment No. 1 to a Schedule 13G, dated February 14, 2017, filed with the Commission by Viking Global Investors LP, or VGI, O. Andreas Halvorsen, David C. Ott and Daniel S. Sundheim (55 Railroad Avenue, Greenwich, CT 06830), they each have shared voting power and shared dispositive power over all 27,013,169 of these shares. VGI does not directly own any shares but has the authority to dispose of and vote the shares of Viking Global Equities LP, or VGE, Viking Global Equities II LP, or VGEII, VGE III Portfolio Ltd., or VGEIII, Viking Long Fund Master Ltd., or VLFM, and Viking Global Opportunities Liquid Portfolio Sub-Master LP, or Opportunities Fund, and may be deemed to beneficially own those shares. The shares reported by VGI include those shares separately reported by VGE, VGEII, VGEIII, VLFM and Opportunities Fund. O. Andreas Halvorsen, David C. Ott and Daniel S. Sundheim do not directly own any shares but have shared authority to dispose of and vote the shares of VGI, and may each be deemed to beneficially own those shares.

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Directors and Executive Officers

The following table reports, as of February 1, 2017,2019, 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.

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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 2016, except that a Form 4 for G. Kevin Cunningham, Vice President and General Counsel, was filed late due to an administrative error.2018.

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 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 20142016 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 nonemployee 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.

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This review applied to Ms. Ables and Messrs. Best and Ralls.Ralls, due to their service on boards of directors of companies with which we have done business in the last three years. 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 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 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: Corporate Secretary, Cabot Oil & Gas Corporation, 840 Gessner Road, Suite 1400, Houston, Texas 77024. Shareholders who meet certain requirements specified in our bylaws may also nominate candidates for inclusion in our proxy materials for an annual meeting as described in “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. 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.

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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. Mr. Kelley has served as the Lead Director since 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.from 2008 to February 2019. 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 nonemployee directors.

In addition to the Lead Director, ourOur 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 torequirement that only non-management directors serve on any committees of the Board other(other than the Executive Committee, as only non-management directors may do so,Committee), and the requirement that a substantial majority of the directors be independent, as discussed above under “Board of Directors Independence.” All of our directors, other than Mr. 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 aan equity market capitalization of approximately $800.0 million with operations in onshore Texas and Louisiana Gulf Coast, the Rocky Mountains, the Anadarko Basin and Appalachia to a $10.8$9.5 billion market capitalization company as of December 31, 2016,2018, with mostall 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.

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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. Additionally, at each regular quarterly meeting of the Board, management presents an in-depth analysis of one of the top risks identified in the annual enterprise risk management process. 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.

Corporate Governance Guidelines

Our 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.

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. 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.

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Attendance at Board Meetings and Annual Meetings

The Board of Directors held six meetings during 2016.2018. All directors attended 100% of the meetings of the Board of Directors and of the committees 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 2016,2018, all of the continuing members of the Board attended the annual meeting.

Director Compensation

Directors who are employees of the Company receive no additional compensation for their duties as directors. During 2016,2018, 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$25,000 annual retainer, the Audit Committee Chairman and Compensation Committee Chairman each received an additional $15,000$20,000 annual retainer, the Executive Committee Chairman received an additional $5,000 annual retainer and the remaining committee chairmen received an additional $10,000$15,000 annual retainer, each payable quarterly, for this additional service. Additionally, each nonemployee 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 2016.2018.

In 2016,2018, nonemployee directors were also entitled to an annual award of restricted stock units under the 2014 Incentive Plan, the restrictions on which lapse the date the nonemployee director leaves the Board of Directors, with a targeted award value at grant date of $200,000.$230,000. The restricted stock units are paid cash dividend equivalents in the amount of the cash dividend paid on our outstanding common stockCommon Stock from the date of grant through the date the restrictions lapse. In 2016,2018, these directors each received 9,7619,900 restricted stock units.units, except for Mr. Delaney, appointed on August 30, 2018, who received a pro-rata targeted award value at grant date of $77,507 resulting in a grant of 3,210 shares.

Board members may participate in the Nonemployee Director Deferred Compensation Plan, which provides each nonemployee director an opportunity to elect each year to take any, or all, of the director’s annual cash 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 stockCommon Stock on the date specified in the plan, in lieu of a quarterly 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. For more information on director compensation, see “Director Compensation Table” below.

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Director Compensation Table

The table below summarizes the total compensation paid to each of the nonemployee directors of the Company for the fiscal year ended December 31, 2016.2018.

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Director Retirement

It is the policy of the Board of Directors that, directors of the Companyunless determined otherwise, a director shall retire at the annual meeting following theirhis or her 73^rdbirthday. It is also the policy of the Board of Directors that a retiring CEO of the Company retiresshall simultaneously retire from service on the Board, unless a determination is otherwise made by the Board determines otherwise. One director, Mr. Kelley, reached his 73^rdbirthday during 2018. Upon consideration of Directors.the policy, the Board determined that, due to the recent retirements under the policy, resulting in over half of the incumbent directors having been appointed in the last three years, an additional year of service by Mr. Kelley would enhance the continuity and stability of the Board and the continued integration of the newest members. As a result, in February 2019, the Board determined that Mr. Kelley would be nominated to serve until the annual meeting in 2020.

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 committees can be found on the Company’s website.

Committees	Independent?	20162018 Meetings	Dinges	Ables	Best	Boswell	Brock	Delaney	Kelley	Ralls	Watts
CGNCorporate Governance	Yes	4							C
Audit	Yes	4					C
Compensation	Yes	4			C
Safety & Environmental	Yes	4						C
Executive	No	0					C

C – Chairman of committee

 – Member of committee

Corporate Governance and Nominations Committee. The function of the 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)(1)(B) of the Securities Exchange Act of 1934 and the applicable rules and regulations of 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. KelleyMs. Ables meets the requirements of an “audit committee financial expert” as defined by the SEC.

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

During 2016,2018, 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 2016,2018, the Company had no compensation committee interlocks.

Safety and Environmental Affairs Committee.The function of the Safety and Environmental Affairs (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 Safety 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 bylaws or applicable law. The Executive Committee did not meet during 2016.2018.

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COMPENSATION DISCUSSION AND ANALYSIS

2016

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•

Total Shareholder Return (“TSR”) Performance Awards vested at 155% of target.Due to our fifth-place ranking among our compensation peer group, performance shares granted to our executives in 2016 with vesting contingent upon our relative three-year TSR vested at 155% of target. The four peer companies that performed better than Cabot Oil & Gas Corporation -2017 Proxy Statement

28over the most recent performance period are considered oil companies by the investment community as they produce primarily oil, which experienced a more robust commodity price recovery over the period than natural gas, whereas Cabot produces primarily natural gas.

•	Annual cash bonus paid out at 165%160% of target. The Company’s operatingThree of the five performance metrics for the 20162018 annual cash incentive awards, including ROCE, met or exceeded maximum payout levels and were slightly above target expectations, while the related financial metrics significantly exceeded the target range.capped at payouts of 275% of target. Taking into account the macro environment in our industrythese successes and the resulting negative discretion being applied tovalue created from their results, as well as the payout amount,achievement of significant strategic initiatives, the awards for the NEOs were paid out at 165%160% of target, forincluding the NEOs.discretionary strategic component.
•	Performance awards based on operating cash flow meetmet target.Our performance target for our hybrid performance shares of achieving at least $100 million of operating cash flow in 20162018 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 based on our TSR granted in February 2016 had increased in value by 14% by the end of the year, assuming a target level of achievement, consistent with the Company’s stock price performance in 2016.
•	95%Over 98% of shares voted approved executive compensation.At our most recent annual meeting in May 2016,2018, over 95%98% of the votes cast supported our executive compensation practices. Consistent withDue to this stronghigh level of support, and considering that our 2016 program was consistent with 2015,performance in 2018, the Committee determined to continuecontinued our 20162018 compensation practices substantially unchanged in 2017.2019.

 

Our 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 relative stock price and absolute financial performance to deliver targeted realized compensation levels. The allocation of 20162018 compensation among salary, short-term incentives and long-term incentives for our CEO and the other NEOs, on a weighted average basis, reflects this guiding principle, as show below:

 

 

Long-Term Incentives

 

In 2016,2018, 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”). This metric directly aligns the interests of our management team with those of our shareholders. Our TSR performance over the past three years relative to our peers generated slightly below-targetabove-target payments for executives from the TSR performance shares. This reduction in the number of shares received, along with a decrease in value of the underlying shares over the period since grant, reflects the strong correlation of pay to performance of this award. The CEO’s awardsaward and the relative performance achieved for the most recently completed performance period plus the current value of the two remaining unvested awards, are as follows:

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Overview of Our Compensation Program

Philosophy and Objectives of Our Compensation Program

The Committee oversees an executive compensation program designed to attract, retain, and engage highly qualified executives.executives and to capture value for shareholders. The primary objectives of our compensation program 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 designedaligned with shareholders’ interests.

What we do:			What we don’t do:
	Emphasis on long-term, performance-based equitycompensation			No hedging or pledging of company stock by executive officers or directors
	Short-term incentive compensation based on disclosedperformance metrics (with payout caps)			No excise tax gross-ups for executive officers appointed after 2010
	Substantial stock ownership and retention requirementsfor executive officers and directors			No vesting of equity awards after retirement if competing with companyCompany
	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 re-pricing or discounting of options or SARs
	Clawback policy			No performance metrics that would encourage excessive risk-taking
	Limited terms for SARs Hold annual advisory “say-on-pay” vote			No dividend equivalents paid to executive officers on unvested equity awards until vested
	Hold annual advisory “say-on-pay” voteOnly independent directors on Compensation Committee
	Use an independent compensation consultant

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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.Proxy Statement.

20162018 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.

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20162018 Committee Activity

During 2016,2018, 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 solely2018 for the purpose of certifying the results for the TSR performance share awards with a performance period of 2013–20152015–2017 that vested on December 31, 2015.2017.

At the time the 2016 grants2018 awards were madegranted and periodically throughout the year, the Committee referenced the Fall 20152017 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 20162018 salaries, bonus payouts for 20152017 performance, certified the 20152017 results for payouts of a portion of each of the hybrid performance shares granted from 20132015 to 2015,2017, 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“2018 Compensation Decisions.”

Also at the February 20162018 meeting and prior to making any compensation decisions, the Committee reviewed a detailed analysis of stock ownership and retention levels for each NEO. The Committee does not use tally sheets, but overOver the course of the year, the Committee 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 20162018 meeting, the Committee and the Board of Directors discussed and approved the 20162018 performance criteria for the 20162018 cash bonus plan.

During 2016,2018, the Committee reviewed an analysis prepared by Meridian of 20152017 executive compensation reported by our peer group. From the available 20152017 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 20162018 competitive market study of executive compensation among the peer companies. This analysis, along with other data and reports, is utilized in the Committee’s review of all components of compensation 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 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 20162018 year-end closing market prices, the market capitalization of companies in our industry peer group ranged from approximately $4.4$1.9 billion to $30.6$22.4 billion. Our market capitalization at 20162018 year-end was approximately $10.8$9.5 billion.

In February 2017, the Committee affirmed the application of the currentThe peer group tofor the 2017–2019two TSR performance cycle. Our peer groupcycles that began in 2017 and 2018 is as follows:

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In February 2019, one company in our 2018 peer group was merged out of existence, while another company announced it is pursuing strategic alternatives. Accordingly, the Committee selected two replacements to bring our peer group back to our standard size of sixteen companies. Our peer group for the 2019-2021 performance cycle is as follows (entrants in bold):

Role of the Compensation Consultant

The Committee employs the services of an executive compensation consultant. In 2016,2018, the Committee engaged Meridian as its independent consultant, and Meridian has also been retained by the Committee for 2017.2019. 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 2016,2018, 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 at least 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 Company

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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 Vice President and 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.

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20162018 Compensation Decisions

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 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 knowledge; and internal and external pay equity issues. In February 2016,Base salary increases from 2017 to 2018 for 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.NEOs were 9% or less.

In 2016,2018, the Committee reviewed two competitive market studies for compensation of the peer group, prepared by our independent consultant. The Committee noted that Mr. Dinges’ 20162018 base salary of $900,000 and Mr. Schroeder’s 2016 base salary of $475,000 were both between$1,050,000 was near the 25^thand 50^thpercentile of the industry peer group for the 20162018 competitive data. The Committee views the CEO salary level as consistent with its philosophy of delivering a relatively higher percentage of CEO compensation through long-term incentives. The base salary of the CFO was between the 50^thand 75^thpercentile and the base salaries of a majority of the other NEOs ranged betweenexceeded 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

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organization management structures relative to ours. The Committee views these salary levels as consistent with its compensation philosophy, given the ongoing changeslong tenure of the current NEOs in peer compensation levelstheir positions and the intentionbreadth of delivering a relatively higher percentageresponsibility borne by each of NEO compensation through long-term incentives.the NEOs, relative to their most comparable positions at most of the peer companies. The Committee took no additional action to revise base salaries during the year.

In February 2016, in recognition of the continued depressed realized price for oil and natural gas and its current and future anticipated effect on our industry, as well the positioning of our NEOs’ salaries relative to available 2015 peer benchmarking data, the Compensation Committee decided not to increase salaries for 2016 for any of our NEOs, other than Mr. Lindeman. The increase in base salary for Mr. Lindeman was primarily due to increased responsibility and performance in 2015 and 2016.

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Annual Cash Incentive Bonus

The annual cash incentive bonus 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 metrics and performance goals that are of primary importance to the Company during the coming year and motivate executives to achieve those goals.

2018 Performance Metrics and Goals

The bonus plan was 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. In response to our 2018 shareholder outreach and continued investor preference for companies in our industry to focus more on financial returns metrics than operating metrics in setting executive compensation, our Committee undertook an initiative to add a financial returns metric of Return on Capital Employed (ROCE) to our annual cash incentive bonus for 2018, weighted at 10%, and to reduce the weighting of the two operating growth metrics accordingly. Additionally, a “per debt-adjusted share” modifier was added to the reserve and production growth metrics to further incentivize and reward disciplined, economic growth. The 2016resulting 2018 bonus opportunity metrics and weighting is as follows: