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

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 under §240.14a-12

PANHANDLE OIL AND GAS INC.

(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.

☐Fee paid previously with preliminary materials

Panhandle Oil and Gas Inc.

5400 N. Grand Boulevard, Suite 300

Oklahoma City, OK 73112-5688

January 23, 2020

To the Stockholders of Panhandle Oil and Gas Inc.,

We are pleased to invite you to attend the 2020 Annual Meeting of Stockholders of Panhandle Oil and Gas Inc. The meeting will be held at The Oklahoma History Center, 800 Nazih Zuhdi Drive (N.E. 23^rd & Lincoln Blvd.), Oklahoma City, Oklahoma, 73105, on Tuesday, March 3, 2020, at 9:00 a.m. Central Standard Time.

We look forward to updating you regarding our accomplishments this last year and our decision to focus on growing our perpetual oil and natural gas mineral ownership through mineral acquisitions and the development of our significant mineral acreage inventory.

The attached Notice of Annual Shareholders Meeting and the accompanying proxy statement describe the matters to be considered at the Annual Meeting. In addition, management will report on the state of our business, and there will be an opportunity for you to ask questions of our mangement.

Your vote is important. We encourage you to review this proxy statement and to vote promptly so that your shares will be represented at the meeting. On behalf of everyone at Panhandle Oil and Gas Inc., we want to thank you, our valued stockholders, for your continued support.

Sincerely,

Chad L. Stephens III

Notice of Annual Meeting of Stockholders

To be held March 8, 20173, 2020

To The Shareholdersthe Stockholders of Panhandle Oil and Gas Inc.:

Notice is hereby given that the annual meeting of the shareholdersstockholders (“Annual Meeting”) of Panhandle Oil and Gas Inc. (the “Company”) will be held at The Oklahoma History Center, 800 Nazih Zuhdi Drive (N.E. 23^rd & Lincoln Blvd.), Oklahoma City, Oklahoma, 73105, on Wednesday,Tuesday, March 8, 2017,3, 2020, at 1:30 p.m. local time,9:00 a.m. Central Standard Time, for the following purposes:

We have set the close of business on January 13, 2020, as the Company’s independent registered public accounting firmrecord date for the fiscal year ending September 30, 2017;

3. To hold an advisory vote on executive compensation;Annual Meeting and

4. To consider and act upon any other matter as may properly come before the meeting or any adjournment or postponement thereof.

Only only holders of record of Common Stock at the close of business on January 20, 2017,such date will be entitled to vote at the meeting and any adjournments or postponements. Pursuant to rules promulgated by the U.S. Securities and Exchange Commission, we are providing access to our proxy materials over the Internet. As a result, we are mailing to most of our stockholders a Notice of Internet Availability of Proxy Materials (“Notice”) instead of a paper copy of this proxy statement, a proxy card and our 2019 annual report. The Notice contains instructions on how to access those documents over the Internet, as well as instructions on how to vote. All stockholders who do not receive a Notice should receive a paper copy of the proxy materials by mail. We believe that the Notice process

allows us to provide our stockholders with information in a timelier manner, reduces our printing and mailing costs, and helps to conserve resources. The Company anticipates the Notice will be mailed to stockholders on or about January 23, 2020.

Whether you plan to attend the Annual Meeting or not, we encourage you to vote by following the instructions on the Notice or, if you received a paper copy of the proxy card, by signing and returning it in the postage-paid envelope. Voting by proxy will ensure your shares are represented at the Annual Meeting. Please review the instructions on the Notice or the information forwarded by your bank, broker or other holder of record regarding each of these voting options.

We thank you for your continued support and look forward to seeing you at the Annual Meeting.

Oklahoma City, Oklahoma

January 27, 201723, 2020

Your Vote Is Important.YOUR VOTE IS IMPORTANT.

Whether Or Not You Expect To Attend The Meeting, Please Mark, Sign And Date The Enclosed Proxy And Mail It Promptly In The Postage-Paid Envelope Provided.

Please Vote!YOUR VOTE IS IMPORTANT, AND WE ENCOURAGE YOU TO VOTE EVEN IF YOU ARE UNABLE TO ATTEND THE ANNUAL MEETING. YOU MAY VOTE BY INTERNET OR TELEPHONE USING THE INSTRUCTIONS ON THE NOTICE, OR BY MARKING, SIGNING AND DATING THE ENCLOSED PROXY AND MAILING IT PROMPTLY IN THE POSTAGE-PAID ENVELOPE PROVIDED IF YOU RECEIVED A PAPER COPY OF THE PROXY CARD.

Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to be held on March 3, 2020. This proxy statement, form of proxy card and the Company’s 2019 Annual Report to Stockholders are available at the following website: www.envisionreports.com/phx or by writing to the Company at the address above. The Annual Report contains the financial documents of Panhandle.

Table Ofof Contents

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(i)Proxy Statement Summary

This summary is included to provide an introduction and overview of the information contained in this Proxy Statement. This summary does not contain all of the information you should consider, and you should carefully read the Proxy Statement in its entirety before voting. Additional information regarding the Company and its performance in fiscal year 2019 can be found in our Annual Report on Form 10-K for the year ended September 30, 2019.

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QUESTIONS AND ANSWERS ABOUT
THE ANNUAL MEETING AND VOTING

What is the purpose of the Annual Meeting?

At the Annual Meeting, our stockholders will act upon the matters outlined in the Notice of Annual Meeting, including (1) the election of two directors to serve on our board of directors (the “Board”) for three-year terms ending at the Annual Meeting in 2023 (this proposal is referred to as the “Election of Directors”); (2) the approval of the amendment to the Panhandle Oil and Gas Inc.

5400 N. Grand Boulevard, Suite 300

Oklahoma City, OK 73112-5688

Annual Shareholders Meeting

March 8, 2017

Notice 2010 Restricted Stock Plan to increase the number of Annual Meeting

The accompanying proxyshares authorized for issuance by 250,000 shares (this proposal is solicited byreferred to as the Board“Restricted Stock Plan Amendment”); (3) a non-binding, advisory vote to approve the compensation of Directorsour named executive officers (this proposal is referred to as “Executive Compensation”); (4) an advisory vote to determine frequency of future advisory votes on named executive officer compensation (the “Board”“Say on Frequency Vote”) of Panhandle Oil and Gas Inc., an Oklahoma corporation (the “Company”, “Panhandle”, “we”, “us” and “our”), for use at; (5) the Company’s annual shareholders meeting (the “annual meeting”) to be held at The Oklahoma History Center, 800 Nazih Zuhdi Drive (N.E. 23^rd & Lincoln Blvd.), Oklahoma City, Oklahoma, on Wednesday, March 8, 2017, at 1:30 p.m. local time, and at any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of Annual Shareholders Meeting.

When the proxy is properly executed and returned, the shares it represents will be voted at the meeting in accordance with the directions noted thereon. If no direction is indicated, the persons named on the enclosed proxy will vote the proxy FOR the nominees for director in Proposal No. 1 and FOR Proposal No. 2 and Proposal No. 3. Signed proxy cards without specified choices will be voted at the discretionratification of the proxies. Should other matters properly come before the meeting, the proxy will be votedselection and appointment of Ernst & Young LLP as the Board may recommend, except proxies which are marked to deny discretionary authority.

If the enclosed form of proxy is executed and returned, it still may be revoked at any time before it is exercised by signing and sending to the Company a later dated proxy or a written revocation, or by attending the meeting and voting in person.

If your shares are held in “street name” (that is, through a bank, broker or other nominee), follow the voting instructions on the form you receive from such firm. If you hold shares in “street name” and would like to attend the meeting and vote in person, you will need to bring a proxy to the meeting signed by the nominee in whose name your shares are registered.

The mailing address of the Company is 5400 N. Grand Boulevard, Suite 300, Oklahoma City, OK 73112-5688. The Company anticipates that the proxies and proxy statements will be mailed to shareholders beginning on or about January 27, 2017. A copy of the Company’s Annual Report to Shareholdersour independent registered public accounting firm for the fiscal year ended September 30, 2016, accompanies this2020 (this proposal is referred to as the “Ratification of Accounting Firm”); (6) the approval of an amendment to the Company’s Certificate of Incorporation to authorize the Board to classify any unissued shares of stock and reclassify any previously classified but unissued shares of stock of any class or series from time to time, in one or more classes or series of stock, including the ability to classify any stock as, or issue, preferred stock (this proposal is referred to as the “Amendment to Certificate of Incorporation”); and (7) the transaction of such other business as may arise that can properly be conducted at the Annual Meeting or any adjournment or postponement thereof. Additionally, management will report on our performance during the last fiscal year and respond to questions from our stockholders.

What is a proxy?

A proxy statement.

The cost of solicitingis another person that you legally designate to vote your stock. If you designate a person or entity as your proxy in a written document, such document is also called a proxy or a proxy card. All duly executed proxies forreceived prior to the Annual Meeting will be voted in accordance with the choices specified thereon and, in connection with any other business that may properly come before the meeting, will be paid byin the Company. In additiondiscretion of the persons named in the proxy.

What is a proxy statement?

A proxy statement is a document that regulations of the United States Securities and Exchange Commission (the “SEC”) requires that we make available to solicitation by mail, arrangements may be madeyou when we ask you to sign a proxy card to vote your stock at the Annual Meeting. This proxy statement describes matters on which we would like you, as a stockholder, to vote and provides you with brokerage firms, banks and other custodians, nominees and fiduciaries to send proxy material to their principals. The Company will reimburse these institutions for their reasonable costs. No solicitation is to be made by specially engaged employees or other paid solicitors.information on such matters so that you can make an informed decision.

Important

Why did I receive a Notice Regarding theof Internet Availability of Proxy Materials instead of printed proxy materials?

Pursuant to rules adopted by the SEC, we have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials to our stockholders. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or to request a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. We encourage you to take advantage of the availability of the proxy materials on the Internet in order to help reduce the costs and environmental impact of the Annual Meeting.

How can I access the proxy materials over the Internet?

Pursuant to rules adopted by the SEC, we provide stockholders access to our proxy materials for the Shareholders Meeting to be held on March 8, 2017: thisover the Internet. The proxy statement, form of proxy andmaterials for the Company’s 2016 Annual Report to ShareholdersMeeting are available at www.envisionreports.com/phx. To access these materials and to vote, follow the following website: www.proxydocs.com/phx.instructions shown on the proxy card, voting instruction card from your broker or the Notice.

PLEASE VOTE. YOUR VOTE IS VERY IMPORTANT.

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Can I get paper copies of the proxy materials?

You may request paper copies of the proxy materials, including our 2019 annual report, by calling 1-866-641-4276 or e-mailing investorvote@computershare.com with “Proxy Materials Panhandle Oil and Gas Inc.” in the subject line. Include your full name and address, plus the number located in the shaded bar on the reverse side of the Notice received and state that you want a paper copy of the meeting materials. You also may request paper copies when prompted at www.investorvote.com/phx.

Can I choose the method in which I receive future proxy materials?

Below are descriptions of the methods in which stockholders of record may receive future proxy materials or notice thereof:

•Notice and Access: The Company furnishes proxy materials over the Internet and mails the Notice to most stockholders.

•Mail: You may request distribution of paper copies of future proxy materials by mail by calling 1-866-641-4276 or e-mailing investorvote@computershare.com with “Proxy Materials Panhandle Oil and Gas Inc.” in the subject line. Include your full name and address, plus the number located in the shaded bar on the reverse side of the Notice received and state that you want a paper copy of the meeting materials. If you are voting electronically at www.investorvote.com/phx, follow the instructions to enroll for paper copies by mail after you vote.

•E-mail: If you would like to have earlier access to future proxy materials and reduce our costs of printing and delivering the proxy materials, you can instruct us to send all future proxy materials to you via e-mail. If you request future proxy materials via e-mail, you will receive an e-mail next year with instructions containing a link to those materials and a link to the proxy voting website. Your election to receive proxy materials via e-mail will remain in effect until you change it. If you wish to receive all future materials electronically, please log in to www.computershare.com/investor to enroll or, if voting electronically at www.investorvote.com/phx., follow the instructions to enroll for electronic delivery.

If you are a beneficial owner, you should consult the directions provided by your broker, bank, or other nominee with respect to how you receive your proxy materials and how to vote your shares.

Can I vote my shares by completing and returning the Notice?

No, the Notice simply instructs you on how to vote.

What is “householding”?

The SEC permits companies and intermediaries (such as brokers, banks and other nominees) to satisfy delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement and annual report to those stockholders. This practice, known as “householding,” is designed to reduce duplicate mailings and save significant printing and postage costs. If you received a householded mailing this year and you would like to have additional copies of our Notice or paper copies of our proxy statement and annual report (the “Proxy Materials”) mailed to you or you would like to opt out of this practice for future mailings, please submit your request in writing to Computershare, P. O. Box 505000, Louisville, KY 40233-5000, or by telephone by calling 1-800-884-4225, and we will promptly deliver such additional materials to you. You may also contact us in the same manner if you received multiple copies of the Proxy Materials and would prefer to receive a single copy in the future. The Proxy Materials are also available at: www.envisionreports.com/phx.

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VotingWhat should I do if I receive more than one set of Common Stockvoting materials?

Despite our efforts related to householding, you may receive more than one copy of the Notice and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Similarly, if you are a stockholder of record and hold shares in a brokerage account, you will receive a proxy card and a voting instruction card. Please complete, sign, date and return each proxy card and voting instruction card that you receive to ensure that all your shares are voted at the Annual Meeting.

Who is entitled to notice of, and to vote at, the Annual Meeting?

Governing laws and our governance documents require our Board to establish a record date in order to determine who is entitled to receive notice of, attend and vote at the Annual Meeting, and any continuations, adjournments or postponements thereof.

The record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting is the close of business on January 13, 2020 (the “Record Date”).

As of the Record Date, we had          shares of Common Stock outstanding. All holders of Common Stock of record at the close of business on January 20, 2017,13, 2020, will be entitled to vote at the meetingAnnual Meeting or any adjournments or postponements. As of January 20, 2017, there were 16,756,379 shares of Class A Common Stock, par value $0.01666 (“Common Stock”), outstanding, entitled to vote and owned by approximately 5,700 shareholders.

A list of all stockholders of record shareholders entitled to vote at the meetingour Annual Meeting will be available for examination at least 10 days prior to the meetingAnnual Meeting at the Company’s officesour principal office located at 5400 N. Grand Boulevard, Suite 300, Oklahoma City, OK 73112-5688, during ordinarynormal business hours, and will be available for inspection at the meeting.Annual Meeting.

The Amended Certificate of Incorporation of

What is a quorum?

A quorum is the Company provides for one vote for each share of Common Stock outstanding. At the meeting, each record holder of Common Stock will be entitled to cast one vote per share of Common Stock held on the record date. Votes may be cast by shareholders either in person or by proxy. 

The presence, in person or by proxy, of a majority of the outstanding shares of our Common Stock outstanding and entitled to vote is necessary to constituteas of the Record Date. There must be a quorum for the transaction of business at the meeting. Abstentions andAnnual Meeting. If a quorum is not present, the Annual Meeting may be adjourned until a quorum is reached. Proxies received but marked as abstentions or broker “non-votes” are counted asnon-votes will be included in the calculation of votes considered to be present and entitled to voteat the Annual Meeting for the purpose of determining a quorum.

What are the voting rights of our stockholders?

Each record holder of Common Stock is entitled to one vote per share of Common Stock on all matters to be acted upon at the Annual Meeting.

What is the difference between a stockholder of record and a “street name” holder?

Most stockholders hold their shares in “street name” through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned in street name.

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How do I vote my shares?

Stockholders of Record: Stockholders of record may vote their shares or submit a proxy to have their shares voted by one of the following methods:

Street Name Stockholders: Street name stockholders may vote their shares or direct their broker, bank or other nominee to vote their shares by one of the following methods:

If you are a stockholder of record, your shares will be voted by the management proxy holder in accordance with the instructions on the proxy card you submit.

Can I revoke my proxy or change my vote?

Yes. If you are a stockholder of record, you can revoke your proxy at any time before it is voted at the Annual Meeting by doing one of the following:

If you are a beneficial or street name stockholder, you should follow the directions provided by your broker, bank or other nominee to revoke your voting instructions or otherwise change your vote before the applicable deadline. You may also vote in person at the Annual Meeting if you obtain a legal proxy from your broker, bank or other nominee as described in “How do I vote my shares” above.

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What are abstentions and broker non-votes?

An Abstention occurs when the beneficial owner of shares, or a broker, bank or other nominee holding shares for a beneficial owner, is present, in person or by proxy, and entitled to vote at the Annual Meeting, but fails to vote or voluntarily withholds its vote for any of the matters upon which the stockholders are voting.

Broker “non-votes” are shares held by brokers, banks or other nominees over which the broker, bank or other nominee lacks discretionary power to vote (such as for the election of directors) and for which the broker or nominee has not received specific voting instructions from the beneficial owner. For purposes of determining the outcome of any matter asIf you are a beneficial owner and hold your shares in “street name,” you will receive instructions from your broker, bank or other nominee describing how to which thevote your shares. If you do not instruct your broker or nominee has indicated on the proxy card that it does nothow to vote your shares, they may vote your shares as they decide as to each matter for which they have discretionary authority to vote, those shares will be treated as not present and not entitled to vote with respect to that particular matter, even though those shares will be considered present and entitled to vote for purposes of determining a quorum and may be entitled to vote on other matters.

Underunder the rules of the New York Stock Exchange (NYSE). There are non-discretionary matters for which brokers, or theirbanks and other nominees do not have the discretionary powerauthority to vote shares on most matters. At the meeting, they may only vote shares ifunless they receive specific votingtimely instructions from the beneficial owner. In very limited circumstances, brokers generally doyou. If a broker, bank or other nominee does not have discretion to vote on matters deemeda particular matter and you have not given timely instructions on how the broker, banker or other nominee should vote your shares, then such broker, bank or other nominee indicates it does not have authority to vote such shares on its proxy and a “broker non-vote” results. Although broker non-votes will be routine suchcounted as ratificationpresent at the Annual Meeting for purposes of the appointment of our auditor. determining a quorum, they are not entitled to vote with respect to non-discretionary matters.

If your shares are held by a broker or other nominee,in street name and if you do not provide such specificgive voting instructions, the record holder will not be permitted to vote your shares cannotwith respect to Proposal 1 (Election of Directors), Proposal 2 (Restricted Stock Plan Amendment), Proposal 3 (Executive Compensation), Proposal 4 (Say on Frequency Vote) and Proposal 6 (Amendment to Certificate of Incorporation) and your shares will be votedconsidered broker non-votes with respect to these proposals. If your shares are held in street name and you do not give voting instructions, the record holder will have discretionary authority to vote your shares with respect to Proposal 5 (Ratification of Accounting Firm).

What vote is required for the proposals to be approved?

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How does the Board recommend that I vote?

Our Board recommends a vote:

What happens if I provide my signed proxy but do not specify how I want may shares to be voted, or if additional proposals are presented at the Annual Meeting?

If you provide us your signed proxy but do not specify how to vote, onwe will vote your shares as follows:

Proposal 1. FOR the election of each such director nominee;

Proposal vote “FOR”2. FOR the Proposal.

The Company knows of no arrangements which would result in a change in controlamendment of the Company atPanhandle Oil and Gas Inc. 2010 Restricted Stock Plan to increase the number of shares authorized for issuance by 250,000 shares;

Proposal 3. FOR the approval, on an advisory basis, of the compensation of our named executive officers;

Proposal 4. For “ONE YEAR” as the frequency of the future advisory vote on compensation of our named executive officers;

Proposal 5. FOR the ratification of the selection and appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending September 30, 2020; and

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Proposal 6. FOR the approval of an amendment to the Company’s Certificate of Incorporation to authorize the Board to classify any future date. unissued shares of stock and reclassify any previously classified but unissued shares of stock of any class or series from time to time, in one or more classes or series of stock, including the ability to classify any stock as, or issue, preferred stock.

The Company

Management knows of no other matters to comebe brought before the meeting. The Company did not receive any shareholder proposals. IfAnnual Meeting. However, if any other matters do properly come before the meeting, it is intended that the shares represented by the proxies solicited herebyin the accompanying form will be voted on such matters as the Board may recommend, exceptrecommend.

Who will bear the cost of soliciting votes for the Annual Meeting?

The cost of soliciting proxies which are markedfor the Annual Meeting will be paid by the Company. In addition to deny discretionary authority.

A proxy card is enclosed for your signature. Please return it immediately, marked, dated and signed. If your shares are held in “street name”, please provide voting instructions on the form you receive from your brokersolicitation by mail, arrangements may be made with brokerage firms, banks or other nominee.nominees to send Proxy Materials to beneficial owners. The Company will reimburse these institutions for their reasonable costs in forwarding solicitation materials to such beneficial owners. No solicitation will be made by specially engaged employees or other paid solicitors.

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May I propose actions for consideration at the 2021 annual meeting of stockholders or nominate individuals to serve as directors?

You may submit proposals for consideration at future stockholder meetings, including director nominations. Please read the “Stockholder Proposals” section of this proxy statement for information regarding the submission of stockholder proposals and director nominations for consideration at the Company’s 2021 annual meeting of stockholders.

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Proposal No. 1

Election of ThreeTwo Directors for Three-Year Terms Ending 2020at the Annual Meeting in 2023

Directors

The current directors of the Company and their current Board Committee memberships are as follows:

Our Bylaws state that the Board shall be comprised of not less than five members with the exact number determined by resolution of the Board. The Board has set the current size of the Board at sevensix members. The Board is divided into three classes. Under the classified Board, atAt each annual shareholders’stockholders’ meeting, the term of one class expires. Directors in each class ordinarily serve three yearthree-year terms, or until the director’s retirement or until his or her successor is elected and qualified.

The Board believes it is in the Company’s best interest to continue to have a classified board structure, with three-year terms for its directors, due to the uniqueness of Companythe Company’s assets and strategies and the minimal amountnumber of shares outstanding. Panhandle’s focus on ownership of perpetual fee mineral acres leads the Company to employ business strategies that are more long-term results oriented as compared to more traditional oil and gas exploration and production companies. ThisWe believe that this requires the Company’s directors to have a long-term outlook and understanding rather than being focuseda focus on short-term results. This focus on long-term results has served the Company well, with demonstrated operating and financial results that have created value for our shareholders. Maintaining a consistent focus by a long-term oriented board is imperativestockholders.

Based on the recommendations from the Corporate Governance and maintaining longer service forNominating Committee, our board ofBoard has nominated two continuing directors, is important in orderMark T. Behrman and Chad L. Stephens, to effectively execute the overall strategy of Panhandle.

Our Bylaws generally provide that a person may not stand for election or re-election as a director after attaining the age of 70. Therefore, Robert A. Reece has not been nominated for re-

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election as a director and he will retire fromto the Board, when hiseach to serve a three year term expiresexpiring at the 20172023 annual meeting.meeting or until the election and qualification of their respective successors or until their earlier death, retirement, resignation or removal.

Nominees for the vacancies for the three-year terms ending in 2020 are Darryl G. Smette, Paul F. Blanchard, Jr., and Mark T. Behrman.  Mr. SmetteBehrman and Mr. Blanchard are currently directors.  Mr. Behrman has never been a director of the Company.

These threeStephens were recommended as nominees were recommendedfor re-election by the Corporate Governance and Nominating Committee and approved by the Board. The BoardEach nominee has no reasonconsented to believe that anybeing named as a nominee will be unablein this proxy statement and has indicated a willingness to continue to serve as a director.on the Board if re-elected. However, if anyeither nominee should be unable for any reason to accept nomination or election, it is the intention of the persons named in the enclosed proxy to vote thosesuch proxies for the election of such other person or persons as the Board may recommend.

NomineesDirectors Nominated for ElectionRe-Election at the Annual Meeting

Below is information about our nominees for election to the Board of Directors for Three-Year Terms Endingthree-year terms ending at the Company’s annual meeting in 2020

Set forth below is information about the nominees standing for election at our 2017 Annual Meeting.2023. The biographical information appearing below regardingreflects the nominees for director has been furnished to us by the respective nominees.

Darryl G. Smette joined Devon Energy Corporation (oilparticular experience, qualifications, attributes and gas exploration, production and transportation) in 1986 and served as Executive Vice President of Marketing, Midstream and Supply Chain until August 2016, when he retired. Mr. Smette was a member of Devon’s Capital Budget Committee and the senior management Executive Committee and as such was charged with developing and executing Devon’s corporate strategy. Mr. Smette was also responsible for marketing, midstream operations and procurement and logistics of goods and services. Prior to joining Devon, Mr. Smette worked in the oil and gas industry for 16 years. Mr. Smette holds an MBA degree. He was elected toskills that led the Board in August 2010.

On January 11, 2017, Mr. Smette informed the Companyto conclude that he would like to retire from the Board. The Company has begun a search for a successor to Mr. Smette; however, Mr. Smette has agreed toeach nominee should stand for re-election as a Director and to continue as a Director, chairman of the Compensation Committee and member of the Audit Committee until his successor is named.Board.

Mr. Smette’s qualifications to serve on the Board are his extensive operational experience in the oil and gas industry, including, exploration, production, distribution and marketing, and in developing and executing corporate business strategies for a large independent oil and gas company.

Paul F. Blanchard, Jr., was sole proprietor of a consulting petroleum engineering firm from 2007 to 2008, and served from 1997 to 2007 as Vice President, Mid-Continent Business Unit of Range Resources Corporation (oil and gas exploration and production). He joined the Company as Vice President and Chief Operating Officer in January 2009, was elected Senior Vice President and Chief Operating Officer in March 2010 and effective January 1, 2017, was elected President and Chief Executive Officer. Mr. Blanchard holds a Bachelor of Science degree in Petroleum Engineering.

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Mr. Blanchard’s qualifications to serve on the Board are his 18 years of executive management experience, along with his extensive oil and gas industry operational skills, which includes drilling, production, reservoir engineering and marketing experience.

Mark T. Behrman, 57, has been with LSB Industries, Inc. (“LSB”), Oklahoma City, (a diversified industrial company principally involved in the manufacturepublicly traded manufacturer and salemarketer of chemical products for the agricultural, mining and industrial markets) since 2014. Mr. Behrman currently serves as LSB’s President and Chief Executive Officer, a position he has held since December 30, 2018. Mr. Behrman joined LSB as the Senior Vice President of Corporate Development and served in that capacity until June 2015 and has served as the Company’s Executive Vice President – Chief Financial Officer since that time.from June

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2015 through December 2018. Prior to LSB, Mr. Behrman was Managing Director, Head of Investment Banking and Head of the Industrial and Energy Practices of Sterne Agee, Inc., New York, NY, (a full servicefull-service investment bank) from 2007 to 2014. Mr. Behrman has over 25 years of investment banking experience and started his career at Paine Webber, Inc. and Drexel Burnham Lambert, Inc.

Mr. Behrman was previously a Co-founder and Senior Managing Director of BlueStone Capital Partners, LP/Trade.com Global Markets, Inc., New York, NY, (a privately held full service investment bank); Founder and Director of BlueStone/AFA Private Equity Fund; Co-founder and Chief Operating/Chief Financial Officer of Berko Products, LLC, New York, NY, (a privately held television and independent film production company); and Managing Director of Quantum Value Management, Detroit, MI, (a North America focused investment firm providing capital and operational and financial expertise).

Mr. Behrman has served on the board of directors of the following publicly held companies: Noble International Ltd., Warren, MI, (a supplier to the automotive industry )industry) from 1998 to 2007, where he also served as Audit Committee Chairman from 1998 to 2003; Oakmont Acquisition Corporation, Bloomfield Hills, MI, (a special purpose acquisition corporation) from 2005 to 2007; and Robocom Systems International, Massapequa, NY, (a developer and marketer of advanced warehouse management software solutions) from 1998 to 2000. Mr. Behrman holds an MBA in Finance degree from Hofstra University and a Bachelor of Science degree in Accounting, Minor in Finance.Finance from Binghamton University.

Mr. Behrman’s qualifications to serve on the Board include his extensive investment banking experience, his experience in accounting and finance, including as Chief Financial Officer of LSB Industries, his co-founding and management of several diverse businesses his experience in accounting and finance and his previous experience as a director of several public companies.

Chad L. Stephens III, 64, has been Panhandle’s Interim Chief Executive Officer since August 2019. Mr. Stephens previously served as Senior Vice President – Corporate Development of Range Resources Corporation (“Range”), a position he held from 2002 until his retirement effective December 31, 2018. Mr. Stephens joined Range in 1990 as Senior Vice President – Southwest. While at Range, he was responsible for the origination, valuation and acquisition or divestiture of over $6.0 billion of oil and gas producing properties. Mr. Stephens served on Range’s internal hedging committee and was responsible for the oversight of all gas, oil and NGL marketing and sales. Mr. Stephens holds a Bachelor of Arts degree in Finance and Land Management from the University of Texas. He was appointed to the Board in 2017 and previously served as its Lead Independent Director.

Mr. Stephens’ qualifications to serve on the Board include his 40 years of oil and gas experience, having served 28 years in various senior management roles with Range, including significant experience with mergers and acquisitions, land and risk management, midstream logistics and commodity sales.

To elect each nominee for director, a majority of the votes entitled to be cast on Proposal No. 1 must vote “FOR” each nominee.

BOARD RECOMMENDATION

The Board of Directors Recommends Shareholders

Stockholders Vote “FOR”

The Election each of Darryl G. Smette, Paul F. Blanchard, Jr., and Mark T. Behrmanthe director nominees named in this proxy statement.

as Directors

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Directors Whose Terms Continue Beyond the 2017 Annual Meeting and Who are Not Subject to Election this YearContinuing in Office

Set forth belowBelow is information about our continuing directors whose terms of office do not expire at the 20172020 Annual Meeting. The biographical information appearing below regarding the continuing directors has been furnished to us by the respective directors.These individuals are not standing for re-election at this time:

Directors Whose Terms End in 2018at the 2021 Annual Meeting

Lee M. Canaan, 63, is the founder and portfolio manager of Braeburn Capital Partners, LLC Bloomfield Hills, MI, (a private investment management firm)., established in 2003 in Bloomfield Hills, MI. Ms. Canaan foundedhas over 35 years of oil and gas and investment management experience, starting her career as an Exploration Geophysicist at Amoco Production Company in Houston, TX, then ARCO in Los Angeles, CA, and AIM/Invesco in Houston, TX. She was elected to the firmBoard in 2003.2015.

Ms. Canaan currently serves on the board of EQT Corporation, Pittsburgh, PA, (natural gas production company operating exclusively in the Appalachian Basin of the U.S.), Aethon Energy, LLC, Dallas, TX, (private E&P company with main operations in the Haynesville formation in East Texas and western Louisiana) and Philadelphia Energy Solutions, LLC, Philadelphia, PA, (the largest crude oil refining complex on the East Coast of the U.S.). She has previouslyalso served as a directoron the board of directors of the following publicly held companies: Noble International Inc. (automotive supplies)Ltd., Warren, MI, (a supplier to the automotive industry) from 2000 to 2004, where she served as the

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Compensation Committee Chairman from 2002 to 2004; Oakmont Acquisition Corporation, Bloomfield Hills, MI, (a special purpose acquisition corporation) from 2005 to 2007 and2007; Equal Energy LtdLtd., Oklahoma City, OK, (oil and gas exploration and production) from 2013 until its sale in 2014. She has been a director of2014; and Rock Creek Pharmaceuticals, Inc. (a drug development company) since 2014.Sarasota, FL, (pharmaceutical research and development) from 2014 to 2016, where she also served as the chairman of the Audit and Nominating and Corporate Governance committees. She holds a bachelor’s degree in Geological Sciences from the University of Southern California, a master’s degree in Geophysics from the University of Texas at Austin, and an MBA degree.degree in Finance from The Wharton School of the University of Pennsylvania. She is also a Chartered Financial Analyst. She was elected to the Board in 2015.

Ms. Canaan’s qualifications to serve on the boardBoard include her corporate finance, capital markets and merger and acquisition experience,experience; her scientific background in geology and geophysics,geophysics; her oil and gas exploration knowledge of North American basinsbasins; and her experience serving as a director of several public companies.

H. Grant SwartzwelderPeter B. Delaney, 66, is presidentcurrently a principal with Tequesta Capital Partners, an entity which provides funding for various real estate and other ventures. He has held this position since 2016. Mr. Delaney was previously the Chairman and Chief Executive Officer of PetroGrowth AdvisorsOGE Energy Corporation (“OGE Energy”) from 2007 to 2015. OGE Energy is a NYSE listed company and PGthe parent company of OG&E, an electric utility provider, and owns a 50% interest in the General Partner of Enable Midstream Partners (NYSE: ENBL). Mr. Delaney was elected President of OGE Energy Holdings, LP, Irving, TX, (investment bankingand venture capital) bothas a member of whichits Board in 2007. Mr. Delaney retired as Chief Executive Officer of OGE Energy in May 2015 to step in as the Interim Chief Executive Officer of Enable Midstream Partners, a position he foundedheld until December 2015. From 2002 to 2013, Mr. Delaney also served as Chief Executive Officer of Enogex, an OGE Energy subsidiary, involved in 1998. Since 1998, he has foundednatural gas midstream services, and managed several private companies engaged in various aspectsone of the oilpredecessor companies to Enable Midstream Partners.

During his tenure as Chief Executive Officer, OG&E received numerous industry awards, among them the 2012 Utility of the Year and gas service business. Priorthe 2013 Edison Award, the industry’s highest honor. Mr. Delaney previously completed a 16-year investment banking career on Wall Street, specializing in corporate finance and in providing other advisory services to 1998,electric utilities and other energy companies. In addition to extensive capital markets experience, he provided advisory services in tender defense and mergers and acquisitions, Mr. Delaney was vice presidenta Managing Director of Principal Financial Securities,UBS Inc., Dallas, TX (an investment-banking firm). He holds a Bachelor of Science degree in Petroleum Engineering and an MBA degree. Hefrom 1997 until May 2001.

Mr. Delaney was elected to the Company’s Board in 2002.2018. He has also served on the Board of Directors of the following companies: OGE Energy (Chairman) from 2007 to 2015; Enable Midstream Partners (Chairman) from 2013 to 2017: the Federal Reserve Bank of Kansas City from 2012 to 2017; and the Oklahoma City Boathouse Foundation (US Olympic and Paralympic Training Site) (Chairman) from 2007 to 2018. He currently serves on the Board of Directors of Integris Health System since 2009; and Cabot Oil and Gas since 2018.

Mr. Swartzwelder’sDelaney’s qualifications to serve on the Board include his extensive management experience in the energy industry, extensive investment banking and venture capital experience, his founding and management of several oil and gas service businessesfinancial expertise and his backgroundrecord of service on the board of directors of public and non-public companies. His management experience in petroleum engineering.the natural gas midstream sector provides him with a sound knowledge base and perspective on issues affecting the energy business.

Directors Whose Terms End in 2019at the 2022 Annual Meeting

Robert O. Lorenz is a former audit partner of Arthur Andersen LLP. He served as the managing partner of the Oklahoma City office beginning in 1994 and as the managing partner of the Oklahoma practice beginning in 2000. He retired from Arthur Andersen in 2002. Since 2005, Mr. Lorenz has been a director of OGE Energy Corp. (regulated electric utility and natural gas transportation), and was a director of Infinity Inc. (oil and gas exploration and development) from 2004 to 2009. He was elected to the Board in 2003.

Mr. Lorenz’s qualifications to serve on the Board include over 30 years in public accounting, his expertise in the areas of finance and accounting, and his broad experience as a director of public companies engaged in the energy business.

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Robert E. Robotti, 66, has, since 1983, has been the president of Robotti & Company,Securities, LLC (a registered broker-dealer), and president of Robotti & Company Advisors, LLC (a registered investment advisor), or their predecessors, and, since 1980, has been the managing member of Ravenswood InvestmentManagement Company, LLC, which serves as the general partner of three investment partnerships, all located in New York, NY. Since 2007, Mr. Robotti has served as a portfolio manager and managing member of Robotti Global Fund, LLC, a global equity fund. Mr. Robotti holds an MBA degree and is a member of the New York Society of Security Analysts. He was elected to the Board in 2004.

Mr. Robotti’s qualifications to serve on the Board include his extensive experience in the investment business as the owner of a registered broker-dealer and a registered investment advisor, as the manager of several investment partnerships and as a portfolio manager and his experience as a director of public companies engaged in the energy business, as well as other industries.

Christopher T. Fraser, 61, has broad experience in the chemical industry. Much of his experience, as noted below, has been with major, global participants in the industry. He was an Operating Partner of Advent

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International Corporation, a globalprivate equity fund.firm (“Advent”), from 2011 to 2018 advising Advent on deals in the industrial sector, with a focus on chemicals and materials. Mr. Fraser served as Chairman of the Board of KMG Chemicals, Inc. from December 2012 to November 2018 and was a director from May 2008 to November 2018. He also served as Chief Executive Officer and President of KMG Chemicals, Inc. from September 2013 to November 2018. He served as the Chief Executive Officer and President of Chemical Lime Company from 2006 to 2009. Mr. Fraser served as the President and Chief Executive Officer of OCI Chemical Corporation from 1997 to 2006. Prior to joining OCI, he held various positions of responsibility in sales, marketing, business development, operations and general management.

Mr. Fraser currently serves on the Board of NYSE listed Element Solutions, Inc., Miami, FL, since July 2019. He has also previously served as a director at OCI Company Ltd. from 2006 to 2008, ANSAC from 1994 to 2006 and Tangoe Inc. from 2002 to 2008. Mr. Fraser holds an MBA from Pepperdine University and a Bachelor of Science degree in Chemistry and Business Administration from the University of Connecticut.

Mr. Fraser’s qualifications to serve on the Board include his 17 plus years of experience serving as the chief executive officer of three different chemical companies, his service as board chairman or director of multiple publicly traded and privately-owned companies and his 38 years of experience utilizing his technical and business education.

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Stock Ownership of Directors, NomineesCORPORATE GOVERNANCE AND OUR BOARD

Our Board

Board Leadership Structure and Executive Officers

The following table sets forth information with respect to the outstanding shares of Common Stock owned beneficially as of December 31, 2016, by each current director, nominee for director and named executive officers, individually and all directors and executive officers as a group.

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Lead Independent Director

EffectiveThe Company established the position of Lead Independent Director effective November 1, 2008, the Board named Robert O. Lorenz as Lead Independent Director and eliminated the position of Chairman of the Board. It is the policy of the Company that a Lead Independent Director shall be elected annually to preside over meetings of the Board and executive sessions of the Company’s independent directors, facilitate information flow and communication between the directors and the Chief Executive Officer and to perform such other duties specified by the Board and outlined in the Charter of the Lead Independent Director. The Lead Independent Director determines the agenda and presides at all Board meetings and all executive sessions of non-employee directors. The Lead Independent Director also performs other duties that the Board may from time to time delegate to assist the Board in the fulfillment of its responsibilities.

Chad L. Stephens III was named Lead Independent Director effective October 1, 2018, and served in that position until August 26, 2019, when he was named Interim Chief Executive Officer. Effective August 26, 2019, Mark T. Behrman was named Lead Independent Director by the Board.

The Board adopted a “Charter of Lead Independent Director” which can be viewed at the Company’s website: www.panhandleoilandgas.com.www.panhandleoilandgas.com under “Corporate Governance” set forth under the “Investors” tab.

Board Independence

Our Board annually determines the independence of each director and nomineesnominee for election as a director based on a review of the information provided by the directors nominees and executive officers.nominees. The Board makes these determinations under the New York Stock Exchange (“NYSE”)independence standards set forth in the NYSE Listed Company Manual’s independence standards,Manual, applicable Securities and Exchange Commission (“SEC”)SEC rules and our Corporate Governance Guidelines. A copy of our Corporate Governance Guidelines which can be viewed at the Company’s website: www.panhandleoilandgas.com.

As a result of thisits annual evaluation, the Board affirmatively determined by resolution that alleach of our current non-employee directors named above areis independent except Michael C. Coffman, Directorunder the listing standards of the NYSE, the requirements of the SEC and President,our Corporate Governance Guidelines. The Board has determined that each of the following non-employee directors is independent and has no material relationship with the Company that could impair such director’s independence: Mark T. Behrman; Lee M. Canaan; Peter B. Delaney; Christopher T. Fraser; and Robert E. Robotti.

Chad L. Stephens III is not independent based on his service as the Company’s Interim Chief Executive Officer through December 31, 2016,Officer. Mr. Stephens is the only director who is an officer or employee of the Company, and Paul F. Blanchard, Jr., Director and President, Chief Executive Officer effective January 1, 2017, who dohe does not currently serve on any Board committee.

Meetings and Committees of the Board of Directors

During the fiscal year ended September 30, 20162019 (“fiscal 2016”2019”), the Board held sixseven meetings. At each meeting, a quorum of directors was present. The non-employee directors holdheld executive sessions at each regularly scheduled Board meeting without management present. The

Pursuant to the Corporate Governance Guidelines, the Company expects all of its directors to attend eachregularly scheduled Board and committee meetings and the annual meeting. All directors attended the 2016 Annual Meeting. 

meeting of stockholders. During fiscal 2016,2019, each director attended at least 75% of the meetings of the Board and each of the Board committees on which he or she served. All of the then-current directors attended the Company’s 2019 annual meeting. 

Each year, the Board and each of its committees conductconducts a formal evaluation of its performance. TheseAdditionally, each Board committee conducts a formal evaluation of such committee’s performance. The Board and Board committee evaluations address, among other matters, the qualifications and performance of individual directors, overall Board or committee dynamics, the quality of information received from management, the appropriateness of matters reviewed and the quality of Board or committee deliberations. The results of these evaluations are discussed with the Chairschairs of the relevant committees, the lead independent director,Lead Independent Director, or the full Board in executive session, as appropriate.

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Board Committees

The independent members of the Board are elected to serve on various Board committees. The Board presently has three standing committees: the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating.Nominating Committee. Each committee operates under a charter that has been approved by the Board, and the Chairchair of each committee reports to the Board on actions taken at each committee meeting.

Audit Committee

The Audit Committee is currently comprised of Mark T. Behrman (chair), Lee M. Canaan and Christopher T. Fraser. Robert O. Lorenz chair, Lee M. Canaan, Robert A. Reece and Darryl G. Smette. For information regarding the functions performed byserved on the Audit Committee its membership anduntil his retirement from the number of meetings held during fiscal 2016, see “Report ofBoard on March 5, 2019. Chad L. Stephens III served on the Audit Committee” on page 17 below.Committee until August 26, 2019, when he was named Interim Chief Executive Officer, at which time he resigned from the committee. The Board has determined that each member of the Audit Committee meetsduring fiscal 2019 met all applicable independence requirements during such member’s service on the committee and the financial literacy requirements of the SecuritiesSEC and Exchange Commissionthe NYSE. Mark T. Behrman, Lee M. Canaan and of the New York Stock Exchange. Robert O. Lorenz hasChristopher T. Fraser have been determined by the Board to meet the “audit committee financial expert” requirements of the SecuritiesSEC.

The purpose of the Audit Committee is to provide assistance to the Board in fulfilling its oversight responsibility to the Company’s stockholders, potential stockholders, the investment community and Exchange Commission.others, relating to: the integrity of the Company’s financial statements; the financial reporting process; the systems of internal accounting and financial controls; the performance of the Company’s internal audit function and independent auditors; the independent auditors’ qualifications and independence; and the Company’s compliance with ethics policies and legal and regulatory requirements. The primary responsibility of the Audit Committee is to oversee the Company’s financial reporting process on behalf of the Board and report the results of the committee’s activities to the Board. While the Audit Committee has the responsibilities and powers set forth in the Audit Committee Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles. Management is responsible for the preparation, presentation and integrity of the Company’s financial statements and for the appropriateness of the accounting principles and reporting policies that are used by the Company. The independent auditors are responsible for auditing the Company’s financial statements and for reviewing the Company’s unaudited interim financial statements. For additional information regarding the functions performed by the Audit Committee, see “Report of the Audit Committee.”

The Audit Committee met four times during fiscal 2019. The Audit Committee Charter, which was most recentlyas amended in December 2014, can be viewed2017, is available at the Company’s website: www.panhandleoilandgas.com. www.panhandleoilandgas.com under the “Corporate Governance” section of the Investors tab. 

Compensation Committee

The Compensation Committee is currently comprised of Darryl G. Smette, chair,Peter B. Delaney (chair), Christopher T. Fraser and Robert E. Robotti. Messrs. Delaney and Robotti served on the Compensation Committee during the entire fiscal 2019, and Mr. Fraser joined the Compensation Committee in March 2019. Robert O. Lorenz Robert E.served on the Compensation Committee until his retirement from the Board on March 5, 2019. Chad L. Stephens III served on the Compensation Committee until August 26, 2019, when he was named Interim Chief Executive Officer, at which time he resigned from the committee. Mr. Robotti and H. Grant Swartzwelder.served as the Compensation Committee chair until March 2019. Each member meetsof the Compensation Committee during fiscal 2019 met the applicable independence requirements during his service on the Compensation Committee, including the enhanced independence standards of the NYSE, and qualifies as an “outside director” under Section 162(m) of the Internal Revenue Code and as a “Non-Employee Director” under SEC Rule 16b-3.

The purpose of the Compensation Committee met three times during fiscal 2016.is to discharge the Board’s responsibilities relating to compensation, employee benefits and incentive programs of the Company. The Compensation Committee reviewshas the overall responsibility of approving and evaluating executive officer compensation, retirement plans, policies and programs of the Company and the compensation of directors. The Compensation Committee’s function includes reviewing officer performance and recommendsrecommending to the Board compensation amounts for executive officers and directors. See “Compensation Discussion and Analysis” on page 23 below. The Compensation Committee also oversees the administration of the Panhandle Oil and Gas Inc.

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Employee Stock Ownership and 401(k) Plan and Trust Agreement (the “ESOP Plan”). For additional information regarding the Compensation Committee, please see the Compensation Committee Charter and the “Compensation Discussion and Analysis” section of this proxy statement.

The Compensation Committee met five times during fiscal 2019. The Compensation Committee Charter, (which was most recentlyas amended in December 2016) can be viewed2016, is available at the Company’s website: www.panhandleoilandgas.com.www.panhandleoilandgas.com under the “Corporate Governance” section of the Investors tab.

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee is currently comprised of Lee M. Canaan chair, Robert A. Reece,(chair), Mark T. Behrman, Peter B. Delaney and Robert E. Robotti. Ms. Canaan and Messrs. Behrman, Delaney and Robotti and H. Grant Swartzwelder. Theserved on the Corporate Governance and Nominating Committee met three timesduring the entire fiscal 2019. The Board determined that each member of the Corporate Governance and Nominating Committee during fiscal 2016.2019 met the applicable independence requirements.

Role of Corporate Governance and Nominating Committee

The purpose of the Corporate Governance and Nominating Committee is to assist the Board with the management of its corporate governance and nominating duties and responsibilities. Functions of the Corporate Governance and Nominating Committee include: searchsearching for, identifyidentifying and screenscreening individuals qualified to become members of the Board; recommendrecommending to the Board when new members should be added to the Board; recommendrecommending to the Board individuals to fill vacant Board positions; recommendrecommending to the Board nominees for election as directors at the annual meeting; and recommendrecommending the committee structure of the Board and the directors who will serve as members and chairs of each committee. If a vacancy on the Board exists that will not be filled by an incumbent director, the Corporate Governance and Nominating Committee identifies prospective nominees primarilyfrom several sources, including through the Board’s and management’s business and industry contacts. At contacts and through stockholder recommendations. Currently, the Company does not pay a minimum,fee to any third party to identify or evaluate, or assist in identifying or evaluating, potential nominees.

The Corporate Governance and Nominating Committee is also responsible for overseeing and evaluating compliance by the Board and management with the Company’s corporate governance principles and its assessmentCode of potential Board candidates,Business Ethics and Business Practices. The Corporate Governance and Nominating Committee reviews periodically the corporate governance policies and principles of the Company.

Diversity

Although the Corporate Governance and Nominating Committee does not have a formal policy with respect to diversity when considering potential nominees for Board membership, the Corporate Governance and Nominating Committee seeks individuals with backgrounds and qualities that, when combined with those of the Company’s existing directors, provide a blend of skills and experience that will review eachfurther enhance the Board’s effectiveness at the time the consideration is made. When considering potential nominees for Board membership, the Corporate Governance and Nominating Committee considers, among other things, the candidate’s character, wisdom, judgment, acumen, businessdiversity, skills, financial literacy, experience and experience, understanding of and involvement in the oil and gas industry, andindustry. The committee also considers a potential nominee’s availability to devote the time and effort necessary to fulfill his or her responsibilities. It isresponsibilities in the policycontext of the needs of the Company to seekand the most qualified candidatesBoard. Our Bylaws generally provide that a person may not stand for Board membership without regard to race, gender, national origin, religionelection or disability. re-election as a director after attaining the age of 70.

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Stockholder Nominees

The Corporate Governance and Nominating Committee will consider nominees proposed by shareholdersstockholders of the Company if the requirements set forth in the Company’s Bylaws are satisfied. For more information, see “Shareholder Proposals” below.

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Those nominationsNominations from our stockholders must include sufficient biographical information so thatfor the Corporate Governance and Nominating Committee canto appropriately assess the proposed nominee’s background and qualifications. To propose a prospective nominee for consideration by the Corporate Governance and Nominating Committee’s consideration, shareholdersCommittee, stockholders must submit the proposal in writing to Panhandle Oil and Gas Inc., Attention: Secretary, 5400 N. Grand Boulevard, Suite 300, Oklahoma City, OK 73112-5688. Any such submission must be accompanied by the proposed nominee’s written consent of the proposed nominee to being named as a nominee and to serve as a director, if elected. Whether recommended by a stockholder or through the activities of the Corporate Governance and Nominating Committee, the Corporate Governance and Nominating Committee seeks to select candidates who have distinguished records and who will make significant contributions to the Board and the Company. There are no differences in the manner in which the Corporate Governance and Nominating Committee evaluates nominees for director based on whether a nominee was recommended by the incumbent directors or by a stockholder. For additional information, please see our Bylaws and the “Stockholder Proposals” section of this proxy statement.

The Corporate Governance and Nominating Committee is responsible for overall corporate governance issues and compliance.met four times during fiscal 2019. The Corporate Governance and Nominating Committee reviews periodicallyCharter, as amended in March 2018, and the corporate governance policies and principles of the Company and oversees and evaluates compliance with the Company’s Code of Ethics and Business Practices. This Code and the Corporate Governance and Nominating Committee Charter (which was most recently amended in December 2015) can be viewedPractices are available at the Company’s website: www.panhandleoilandgas.com.www.panhandleoilandgas.com under the “Corporate Governance” section of the Investors tab.

Board Role in Risk Oversight

Management is responsible for day-to-day risk assessment and mitigation activities. The Board is responsible for risk oversight, focusing on the Company’s overall risk management strategy, its degree of tolerance for risk and oversight of the steps management is taking to manage the Company’s risk. This process is designed to provide to the Board timely visibility aboutneeded for the identification, assessment and management of critical risks. The Audit Committee assists the Board by annually reviewing and discussing with management this process and its functionality. The areas of critical risk for the Company include information technology, strategic, operational, compliance, environmental and financial risks. The Board, or the Audit Committee, receives this information regarding areas of risk and potential risk exposure through updates from the appropriate members of management to enable itthe Board to understand and monitor the Company’s risk management process. Information brought to the attention of the Audit Committee is thenappropriately shared as appropriate with the Board.

Compensation of Directors

The compensation of our non-employee directors is reviewed by the Compensation Committee and is approved by the Board. We use a combination of cash and equity-based incentive compensation to attract and retain qualified candidates to serve on our Board. We consider the responsibilities of our non-employee directors and the amount of time such directors spend fulfilling their responsibilities and duties as a director in determining their compensation.

The following outlinessummary includes information regarding the compensation earned by our non-employee directors during fiscal 2019 for the Company’sservice on our Board and Board committees.

Cash Annual Retainers

For fiscal 2019, each of our non-employee directors received an annual retainer of $37,500. Additionally, non-employee directors received $1,500 for attending each Board meeting and $1,000 for attending each committee meeting. We also reimburse our non-employee directors for their servicesout-of-pocket travel expenses incurred in all capacitiesconnection with attending Board and committee meetings. Any director who traveled over 50 miles to attend a Board or committee meeting received an additional $500 for each meeting. Any director who participates in a Board meeting or committee meeting by telephone conference or other communications equipment received one-half of the fee paid for attendance in person at these meetings.

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During fiscal 2016.2019, the Lead Independent Director received an additional annual retainer of $15,000 and the chairs of the Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee received additional annual retainers of $10,000, $7,000 and $7,000, respectively. The annual retainers were paid in equal installments on December 31, 2018, and March 31, June 30 and September 30, 2019.

The table below contains information with respect to fiscal 2016 compensation ofCompany’s retainer and fee structure for non-employee directors who served in such capacity at any time during fiscal 2016. The fiscal 2016was guided by a study conducted by Longnecker & Associates, Houston, Texas (“Longnecker”), an independent compensation of Michael C. Coffman, Chief Executive Officer through December 31, 2016,consultant retained by the Compensation Committee to review the Company’s Board and Paul F. Blanchard, Jr., Chief Executive Officer effectiveexecutive compensation levels.

Beginning January 1, 2017, is disclosed below2020, the annual retainers for non-employee directors will be increased to $45,000. The Lead Independent Director will receive an additional annual retainer of $15,000 and the chairs of the Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee will receive additional annual retainers of $12,000, $9,000 and $9,000, respectively. Beginning January 1, 2020, directors will not receive additional compensation for their Board and committee meeting attendance. These retainers for 2020 will be paid in the caption “Executive Compensation – Summary Compensation Table”. Currently, theequal installments on March 31, June 30 and September 30, 2020.

Equity Incentive Plans for Non-Employee Directors

The Company’s Deferred Compensation Plan for Non-Employee Directors (the “Directors’ Deferred Compensation Plan”) and the Company’s Amended 2010 Restricted Stock Plan (the “Restricted Stock Plan”) serve as the only equity incentive plans for itsthe Company’s non-employee directors.

Deferred Compensation Plan for Non-Employee Directors

Annually, non-employee directors may elect to be included in the Directors’ Deferred Compensation Plan. The Directors’ Deferred Compensation Plan provides that each non-employee director may individually elect to be credited with future unissued shares of Company Common Stock rather than cash for all or a portion of the director’s annual retainers, Board meeting fees

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and committee meeting fees, otherwise payable to that director, and may elect to receive shares, if and when issued, over annual time periods up to ten years. These unissued shares of Common Stock are recorded to each director’s deferred compensation account at the closing market price of the shares (i) on the dates of the Board and committee meetings and (ii) on the payment dates of the annual retainers. Dividends are credited to each deferred account on the record date of each declared dividend. Only onUpon a director’s retirement, resignation, termination, death or a change-in-control of the Company, will the unissued shares of Common Stock recorded for such director under the Directors’ Deferred Compensation Plan will be issued to the director. In the case of a change-in-control of the Company, all shares in the deferred accounts will be issued in a single lump sum to the appropriate directors at the closing of the event triggering such change-in-control. The promise to issue such shares in the future is an unsecured obligation of the Company. All but one non-employee directorThe following directors participated in the Directors’ Deferred Compensation Plan in fiscal 2016.2019: Mark T. Behrman, Peter B. Delaney, Christopher T. Fraser and Robert E. Robotti.

For fiscal 2016, non-employeeRestricted Stock Plan

The Company’s independent directors received annual retainers of $37,500, $1,500 for attending each Board meeting, $1,000 for attending each committee meeting and out-of-pocket travel expenses for attending all meetings. Any director who traveled over 50 milesare eligible to attend a Board or committee meeting received an additional $500 for each meeting. During fiscal 2016, the Lead Independent Director and the chairs of the Audit, Compensation and Corporate Governance and Nominating Committees received additional annual retainers of $15,000, $10,000, $6,000, and $5,000, respectively. The annual retainers were paidparticipate in equal installments on December 31, 2015, and March 31, June 30 and September 30, 2016. This retainer and fee structure was guided by a study conducted by Longnecker & Associates, Houston, Texas (“Longnecker”), an independent compensation consultant retained by the Compensation Committee to review the Company’s Board compensation levels.

For fiscal 2017, non-employee directors’ compensation will remain the same as fiscal 2016: annual retainers of $37,500, $1,500 for attending each Board meeting, $1,000 for attending each committee meeting and out-of-pocket travel expenses for attending all meetings. Any director who travels over 50 miles to attend a Board or committee meeting receives an additional $500 for each meeting. In addition, the Lead Independent Director and the chairs of the Audit, Compensation and Corporate Governance and Nominating Committees will receive additional annual retainers of $15,000, $10,000, $6,000 and $5,000, respectively. These annual retainers are to be paid in equal installments on December 31, 2016, March 31, June 30 and September 30, 2017.

Any director who participates in a board meeting or committee meeting by conference telephone or other communications equipment receives only one-half of the fee paid for attendance in person at these meetings. 

Restricted Stock Plan. Based in part on a recommendation from Longnecker, the Board proposed, and the Company’s stockholders approved, an amendment to the Restricted Stock Plan was approved by the shareholders at the 2014 Annual Meeting, providing thatannual meeting of stockholders to make all independent directors are eligible to participate in the Restricted Stock Plan. The initial grant of restricted stock to each director was valued at $35,000, vesting throughout calendar 2014. On March 4, 2015, each director was granted restricted stock valued at $35,000, vesting quarterly throughout calendar 2015.

On December 9, 2015,11, 2018, the Board approved restricted stock awards to each director valued atin the amount of $35,000, vesting quarterly throughout calendar 2016.year 2019. At its December 9, 2016,the Compensation Committee meeting on October 23, 2019, the Boardcommittee approved restricted stock awards with a grant date of December 31,

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2016, 2019, to each director in the amount of $35,000$50,000 which will vest quarterly throughouton the last day of calendar 2017.year 2020. For additional information regarding the grants of restricted stock to our non-employee directors, please see the “Non-Employee Directors Compensation” table below.

Director Compensation for Fiscal 2019

The table below sets forth the total non-employee director compensation earned during fiscal 2019 for each person who served in such capacity at any time during fiscal 2019. The fiscal 2019 compensation of Paul F.

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Blanchard, Jr., who served as a director and our President and Chief Executive Officer through August 26, 2019, and Chad L. Stephens III, who served as a director and interim Chief Executive Officer effective August 26, 2019, is disclosed under the caption “Executive Compensation – Summary Compensation Table” of this proxy statement.

Non-Employee Directors Compensation Forfor Fiscal 20162019

Share Ownership Guidelines for Directors

The Bylaws of the Company require non-employee directors to own shares of the Company’s Common Stock in order to be a Board member. To further align the interests of the Directorsdirectors with the Company’s shareholders,stockholders, the Board has adopted a “Company Share Ownership” policy in the Corporate Governance Guidelines. The policy indicates that each Directordirector is expected to own that number of shares at the end of their thirdfifth year of Board service which equals,equal to, on a cost basis, the aggregate amount of thetheir first three prior years’ directors annual Board retainers and the meeting fees for the five regularly scheduled Board meetings held each year, plus the number of shares of restricted stock granted to such director under the Restricted Stock Plan which are granted and vested during such three yearthree-year period. Future unissued shares that have been recordedcredited to the directors’ accounts under the Directors’ Deferred Compensation Plan may be used to satisfy this share ownership requirement. 

Related Person Transactions

The Company has entered into indemnification agreements with each of its directors and executive officers.

Except as detailed below, none of the organizations described above in the business experiences of the Company’s directors, nominees for election to the Board and officers are parents, subsidiaries or affiliates of the Company, or do business with the Company. The Company for many years, in the ordinary course of its business, has participated on industry terms through its mineral acreage ownership in the drilling and completion of oil and gas wells in which Devon Energy Corporation serves as the operator. Darryl G. Smette retired as an Executive Vice President of Devon in August 2016.

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None of the non-employee directors have ever been an officer or employee of the Company.

We review all transactions and relationships in which the Company and any of our directors, nominees for director, executive officers or any of their immediate family members may be participants so as to determine whether any of these individuals have a direct or indirect material interest in any such transaction. We have developed and implemented processes and controls to obtain information from the directors and executive officers about related person transactions, and for then determining, based on the facts and circumstances, whether a related person has a direct or indirect material interest in any such transaction. Transactions that are determined to be directly or indirectly material to a related person are disclosed in our proxy statement as required by SEC rules.

Pursuant to thesethe Company’s processes, all directors and executive officers annually complete, sign and submit a directors’ and officers’ questionnairequestionnaires that isare designed to identify related persons and any transactions and both actual and potential conflicts of interest. We alsointerest, related persons and any related person transactions. Additionally, we make appropriate inquiries as to the nature and extent of business that the Company may conduct with other companies for whom any of our directors or executive officers also serve as directors or executive officers. Under the Company’s Code of Ethics & Business Practices, if an actual or potential conflict of interest affects an executive officer or a director, he or she is required to immediately disclose all the relevant facts and circumstances to the Company’s President or the Corporate Governance and Nominating

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Committee, as appropriate. If the Corporate Governance and Nominating Committee determines that there is a conflict, it will refer the matter to the Board, which will review the matter to make a final determination as to whether a conflict exists, and, if so, how the conflict should be resolved. In addition, the Audit Committee reviews all reports and disclosures of actual and potential related person transactions.

None of the current non-employee directors have ever been an officer or employee of the Company. On August 26, 2019, Chad L. Stephens III was named Interim Chief Executive Officer of the Company. At such time, the Board determined Mr. Stephens was no longer independent based on his service as our Interim Chief Executive Officer. Mr. Stephens is the only director who is also an officer or employee of the Company, and he does not currently serve on any Board committee.

Except as detailed below, none of the organizations where the Company’s directors, nominees for election to the Board and officers hold or have held positions are parents, subsidiaries or affiliates of the Company, or conduct business with the Company. The Company for many years, in the ordinary course of its business, has participated on industry terms through its mineral acreage ownership in the drilling and completion of oil and gas wells in which Range Resources Corporation served as the operator. Current director and interim Chief Executive Officer, Chad L. Stephens III, previously served as Senior Vice President – Corporate Development of Range Resources Corporation and retired from such position in December 2018.

Except for the foregoing, as of September 30, 2019, we are not aware of any related party transactions that require disclosure herein.

Compensation Committee Interlocks and Insider Participation

The functions and members of the Compensation Committee are set forth above under “Proposal No. 1 – Meetings and Committees of the Board of Directors.”“Board Committees” above. All Compensation Committee members are independent under the enhanced independence standards of the NYSE for compensation committee members of NYSE listed companies.

None of the members of our Compensation Committee is or has been an officer or employee of Panhandle. In addition, during the last fiscal year, none of our executive officers served as a member of the board or the compensation committee (or other board committee performing similar functions or, in the absence of any such committee, the entire board) of any entity in which a member of the Panhandle Board or Compensation Committee is an executive officer.

Codes of Ethics

The Board has adopted a Code of Ethics & Business Practices applicable to all directors, officers and employees of the Company. Each director, officer and employee annually submits a signed statement that he or she is in compliance with the Company’s Code of Ethics & Business Practices. In addition, the Board has adopted a Code of Ethics for Senior Financial Officers. The Company’s Chief Executive Officer and Chief Financial Officer are required to sign this Code and will be held to the standards outlined in the Code.Code of Ethics for Senior Financial Officers and are required to annually acknowledge compliance with this code. Copies of both Codesthe Code of Ethics & Business Practices and Code of Ethics for Senior Financial Officers are available at the Company’s website: www.panhandleoilandgas.com.

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Communications with thethe Board of Directors

The Company provides a process for shareholdersstockholders and other interested parties to send communications to its Board. ShareholdersStockholders or other interested parties who wish to contact the Lead Independent Director, the non-employee directors as a group, or any of itsthe Company’s individual Board members may do so by writing: Board of Directors, Panhandle Oil and Gas Inc., Attention: Mark Behrman, 5400 N. Grand Boulevard, Suite 300, Oklahoma City, OK 73112-5688. Correspondence directed to any individual Board member is referred, unopened, to that member. Correspondence not directed to a particular Board member is referred, unopened, to the Lead Independent Director.

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Proposal No. 2

RatificationApproval of SelectionAmendment to The Panhandle Oil and Gas Inc.

2010 Restricted Stock Plan

On January 7, 2020, the Board adopted, subject to stockholder approval, an amendment to the Panhandle Oil and Gas Inc. 2010 Restricted Stock Plan (the “Restricted Stock Plan”) to increase the number of

Independent Registered Public Accounting Firm shares of Common Stock authorized for issuance under the Restricted Stock Plan. The Company is asking its stockholders to approve an amendment to increase the number of shares of common stock reserved for issuance under the Restricted Stock Plan from 500,000 shares to 750,000 shares.

The Audit Committee has directedRestricted Stock Plan was initially approved by the Company’s stockholders at the Company’s 2010 annual stockholders meeting and covered 100,000 shares reserved for grant to officers of the Company. The Restricted Stock Plan was amended at the Company’s 2014 annual stockholders meeting to increase the number of shares authorized for issuance to 250,000 shares. On October 8, 2014, the Company split its Common Stock on a 2-for-1 basis in the form of a stock dividend. The number of shares authorized for issuance was adjusted to 500,000 shares as the result of the stock split.

Of the 500,000 shares authorized for issuance under the Restricted Stock Plan,        shares remained available for future issuance under the Restricted Stock Plan as of January 13, 2020. An aggregate of          shares of Common Stock have been awarded under the Restricted Stock Plan as of January 13, 2020.

The Company utilizes restricted stock grants that vest over several years as an essential long-term component to the Company’s total compensation package for its officers. Additionally, restricted stock is used as a component of director compensation to enable the Company to submitretain and attract qualified directors and further align the selectiondirectors’ interests with those of Ernst & Young LLP as the Company’s independent registered public accounting firmstockholders.

The Restricted Stock Plan is designed to provide the Company with flexibility for fiscal 2017 for ratification by the shareholders at the meeting. Neither the Company’s Bylaws nor other governing documents or law require shareholder ratificationfuture grants of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm. However, the Audit Committee is submitting the selection of Ernst & Young LLPrestricted stock, including to the shareholders for ratification as a matter of good corporate practice. If the shareholders failprovide competitive compensation to ratify the selection, the Audit Committee will reconsider whether or notour officers and directors, to attract, retain that firm. Even if the selection is ratified, the Audit Committee may, at its discretion, direct the appointment of a different independent registered public accounting firm at any time during fiscal 2017 if it determines that such a change would be in the best interestsand motivate officers and directors of the Company, and to align the interests of our officers and directors with those of the Company’s stockholders.

If approved, the Amended Restricted Stock Plan (as defined below) would authorize an additional 250,000 shares for issuance under the plan.

Shares Available Under the Restricted Stock Plan

Additional shares are needed under the Restricted Stock Plan to continue to make grants to our officers and directors. We are submitting for approval by our stockholders the amendment of the Restricted Stock Plan to increase the number of shares authorized for issuance by 250,000 shares to 750,000 shares.

If the Amended Restricted Stock Plan is approved by our stockholders and based on our current equity award practices, the Board believes that the additional authorized shares under the Amended Restricted Stock Plan are likely to be sufficient to provide us with an opportunity to grant equity for approximately    additional years. This is only an estimate and circumstances, such as stock price and the allocation of equity and cash awards, could cause the share reserve to be used more quickly or more slowly.

In determining the number of shares authorized under the Amended Restricted Stock Plan, the Compensation Committee and the Board considered the “burn rate” and “overhang” associated with the Restricted Stock Plan.

Burn Rate

The “burn rate” provides a measure of the Company’s annual equity-based grants relative to the number of shares of Common Stock outstanding. As of the end of fiscal 2019, the Company’s three-year average burn rate was as follows:

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Overhang

“Overhang” represents potential stockholder dilution as a function of outstanding grants under the Restricted Stock Plan and shares available for future grant. Overhang is equal to the sum of all outstanding awards plus shares available for grant, divided by shares of Common Stock outstanding. The table below shows the number of shares issuable pursuant to outstanding and future equity grants under the Restricted Stock Plan as of September 30, 2019:

Based on the number of shares issuable pursuant to outstanding and future equity grants under the Restricted Stock Plan and the Company’s total number of shares outstanding as of September 30, 2019, the overhang as of September 30, 2019, was approximately     %. If this proposal is approved, the additional        shares available for issuance would increase the overhang to approximately       %.

Impact on Dilution

The Restricted Stock Plan currently authorizes the issuance of up to 500,000 shares. As noted above, the Amended Restricted Stock Plan will authorize an additional 250,000 shares. If the Amended Restricted Stock Plan is approved by our stockholders, it will authorize the issuance of 750,000 shares of which        shares will be available for grant. The Board believes that the potential dilution resulting from these additional shares is reasonable and that the issuance of these additional shares will provide an appropriate incentive for the Company’s officers and directors to increase the value of the Company for stockholders.

Description of the Amended Restricted Stock Plan

The following is a description of the principal features of the Amended Restricted Stock Plan. This description does not purport to be a complete description of all of the provisions of the Amended Restricted Stock Plan and is qualified in its shareholders.

entirety by reference to the full text of the Amended Restricted Stock Plan, which is set forth in Appendix A representative of Ernst & Young LLP is expected to attend the annual meeting, willthis Proxy Statement. Capitalized terms used in this description, but not otherwise defined, have the opportunitymeanings given to them in the Amended Restricted Stock Plan.

Key Features of the Amended Restricted Stock Plan

Key Features of the Amended Restricted Stock Plan include the following:

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Summary of Amended Restricted Stock Plan

General. The number of shares of common stock covered by the Restricted Stock Plan is 500,000 shares. Subject to stockholder approval of the requested increase in authorized shares, an additional 250,000 shares will be authorized for issuance under the Amended Restricted Stock Plan for issuance as restricted stock awards. Officers and directors of the Company are eligible for awards of restricted stock under the Amended Restricted Stock Plan. The Compensation Committee is given the authority to determine the award and vesting terms for all awards to directors and officers.

Awards. The Amended Restricted Stock Plan permits awards of restricted stock to Company officers and directors for use by the Compensation Committee for retention and long-term incentive compensation of the Company’s officers and directors. The Company sells shares of restricted stock to its officers and directors at a significant discount to the fair market value of the shares, generally at the par value of the shares. The vesting terms of restricted stock under the Amended Restricted Stock Plan will be determined by the Compensation Committee when it awards the shares of restricted stock. Under various vesting requirements, the restricted stock awards may wholly, partially or never vest. The Company will repurchase the restricted stock at the original purchase price if vesting does not occur.

Officers participate in the Amended Restricted Stock Plan based on each officer’s (i) ability to make a statement if he or she so desires, and will be availablesignificant contribution to respond to appropriate questions from shareholders.

The Audit Committee has selected Ernst & Young LLP to conduct quarterly reviews for the first three fiscal quarters of fiscal 2017.

Report of the Audit Committee

The Audit Committee is currently comprised of four independent directors: Robert O. Lorenz, chair, Lee M. Canaan, Robert A. Reece and Darryl G. Smette. Four Audit Committee meetings were held during fiscal 2016. The Board has determined that all committee members are independent and financially literate as defined by NYSE listing standards and SEC regulations and that Mr. Lorenz is an “audit committee financial expert” as defined by applicable SEC regulations. For purposes of complying with NYSE rules, the Board has determined that none of the Committee members currently serve on the audit committees of more than three public companies.

The Audit Committee Charter was last amended in December 2014. A copy of the amended Charter can be viewed at the Company’s website: www.panhandleoilandgas.com.

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The Audit Committee’s primary responsibility is to oversee the Company’s financial reporting processand operating results, (ii) level of responsibility and (iii) performance. No officer is entitled to participate automatically based on behalftitle, position or salary level. The Amended Restricted Stock Plan is designed to help retain key officers and participation in the Restricted Stock Plan is highly selective.

Each participant in the Amended Restricted Stock Plan enters into a stock restriction agreement with the Company setting forth the terms, conditions and restrictions of the Board and report the results of its activities to the Board. Management has the primary responsibility for the financial statements and the reporting process, including internal control over financial reporting.

Disclosure Controls and Procedures. Management has established and maintains a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosedrestricted stock award. The restricted stock is issued by the Company in the reports filedname of the participant and deposited with the Company, or submittedan escrow agent determined by the Compensation Committee, until the restrictions lapse or until vesting is no longer possible under the Securities Exchange Actstock restriction agreement.

During the restriction period, subject to the terms and conditions of 1934,the stock restriction agreement, a participant holding restricted stock has the right to receive dividends on the shares, vote the shares and enjoy other stockholder rights related to the restricted stock. On expiration of the restriction period, subject to the terms of the Restricted Stock Plan, the stock restriction agreement and the vesting requirements, the participant will be entitled to receive shares of Common Stock no longer subject to restriction.

Effective Date and Term. The Restricted Stock Plan initially became effective in March 2010, when approved by the Company’s stockholders. No restricted stock can be awarded after the day before the tenth anniversary of the date of stockholder approval, but the vesting periods for restricted stock previously sold may extend beyond that date. The tenth anniversary will be measured from the date of approval by the stockholders of the amendments to the Restricted Stock Plan on March 5, 2014.

Eligibility. Any current officer or director of the Company, or any future subsidiary entities in which the Company has a controlling interest, as amended,determined by the Compensation Committee, are eligible to be granted an award of restricted stock.

Administration. The Restricted Stock Plan is recorded, processed, summarizedadministered by the Compensation Committee, which has authority to grant awards of restricted stock and reported withindetermine the time periods specifiedrecipients and the terms of awards. The Compensation Committee has full authority to construe and interpret the terms of the Restricted Stock Plan and to determine all facts necessary for its administration.

Stock Subject to the Restricted Stock Plan. Subject to adjustments allowed under the Restricted Stock Plan, awards of restricted stock may be made up to 500,000 shares of Common Stock. If approved by our stockholders, the number of shares authorized under the Amended Restricted Stock Plan will be increased to 750,000 shares. If any award of restricted stock expires or is terminated, forfeited or canceled without being fully vested, the unused shares covered by such award will be repurchased by the Company and will again be available for awards under the Restricted Stock Plan.

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Restricted Stock. Pursuant to the Restricted Stock Plan, the Compensation Committee may grant awards of restricted stock on the terms and conditions set forth by the Compensation Committee in the SEC’s rulesapplicable stock restriction agreement, including the conditions for vesting, the vesting periods, the issue price and forms,the acceleration of vesting in certain events.

Adjustments Due to Changes in Capitalization or Control. In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any dividend or distribution to holders of shares of Common Stock other than an ordinary cash dividend, (i) the number of shares of Common Stock available under the Restricted Stock Plan, (ii) the number of shares of Common Stock subject to and includes controlsthe repurchase price per share subject to each outstanding restricted stock award and procedures designed to provide reasonable assurance that information required to(iii) the terms of each other outstanding award shall be disclosedequitably adjusted by the Company in those reports is accumulated and communicatedthe manner determined by the Compensation Committee.

Change in Control. On the occurrence of a change in control of the Company as defined in the Restricted Stock Plan, except to management, including the Chief Executive Officerextent provided to the contrary in the stock restriction agreement between a participant and the Chief Financial Officer,Company, all restrictions, vesting requirements and other conditions on all restricted stock awards then outstanding shall automatically lapse and be deemed terminated or satisfied, as appropriate,applicable.

Transferability of Awards. Unless otherwise provided by the Compensation Committee, restricted stock will be nontransferable, either voluntarily or by operation of law, except by will or the laws of descent and distribution or pursuant to allow timely decisions regarding required disclosure. Asa qualified domestic relations order.

Voting and Dividends. Holders of September 30, 2016, management conducted an evaluationshares of disclosure controlsrestricted stock may vote and procedures. Basedreceive dividends paid on this evaluation,their shares.

Termination of Employment. The Compensation Committee, in conjunction with the Chief Executive Officerterms of the stock restriction agreement between a participant and Chief Financial Officer concluded that the Company’s disclosure controlsCompany, will determine the effect on restricted stock due to the disability, death, retirement, termination or other cessation or change in the employment of a participant.

Tax Withholding. A participant in the Restricted Stock Plan must satisfy all applicable federal, state and procedures are effective to provide reasonable assurance thatlocal or other income and employment tax withholding obligations of the information requiredCompany before it will authorize the restricted stock to be disclosedreleased by the Company or from escrow. The Compensation Committee requires, pursuant to mutually agreed to amendments of existing agreements, and intends to continue to require a participant to satisfy all of these withholding obligations by transferring shares of restricted stock to the Company. 

Amendment of Awards. The Compensation Committee may amend, suspend or terminate, in whole or in part, the reports filed or submitted underRestricted Stock Plan at any time; provided that if at any time the Securities and Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. The Audit Committee discussed with management and Ernst & Young LLP, the Company’s independent registered public accounting firm (“independent accountants”), the quality and adequacyapproval of the Company’s disclosure controls and procedures.

Internal Controls. Management has also established and maintains a system of internal controls over financial reporting as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934. These internal controls are designed to provide reasonable assurance that the reported financial informationstockholders is presented fairly, that disclosures are adequate and that the judgments inherent in the preparation of financial statements are reasonable. Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the framework set forth in Internal Control – Integrated Framework (as updated in 2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on management’s evaluation under the framework in Internal Control – Integrated Framework, management concluded that the Company’s internal control over financial reporting was effective as of September 30, 2016, as discussed in more detail in Management’s Report on Internal Control Over Financial Reporting, which was included in our Annual Report on Form 10-K for the year ended September 30, 2016, filed with the SEC on December 12, 2016. The effectiveness of the Company’s internal control over financial reporting as of September 30, 2016, has been audited by Ernst & Young LLP, as stated in its attestation report, which was included in our Annual Report on Form 10-K for the year ended September 30, 2016. The Audit Committee reviewed and discussed with management and Ernst & Young LLP the Company’s system of internal control over financial reporting in compliance with Section 404 of the Sarbanes-Oxley Act of 2002.

Discussions with Management and Independent Accountants. In fulfilling its responsibilities, the Committee reviewed with management the audited financial statements included in the Company’s Annual Report on Form 10-K for fiscal 2016, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of

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significant judgments and the clarity of disclosures in the financial statements. The Audit Committee also reviewed the audited financial statements with Ernst & Young LLP, which is responsible for expressing an opinion on the conformity of those financial statements with the standards of the Public Company Accounting Oversight Board and its judgmentrequired as to the quality, not just the acceptability, of the Company’s accounting principles. The Audit Committee discussed with the independent accountants such matters required under the standards of the Public Company Accounting Oversight Board and the SEC. In addition, the Audit Committee discussed with the independent accountants its independence from management and the Company, including matters in the written disclosures and letter received from the independent accountants as required by Public Company Accounting Oversight Board Rule 3526 (Communications with Audit Committee Concerning Independence). The Audit Committee met with the independent accountants, with and without management present, to discuss the overall scope and plans for their audit, the results of their examinations, their evaluations of the Company’s internal control over financial reporting and the overall quality of the Company’s financial reporting.

The Audit Committee also met with the independent accountants and management after the end of each of the first three 2016 fiscal quarters. At these meetings, the independent accountants’ review of quarterly results was presented and discussed and discussions were also held with management concerning these results.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board (and the Board approved) that the audited financial statements be included in our Annual Report on Form 10-K for fiscal 2016 for filing with the Securities and Exchange Commission (which was filed on December 12, 2016).

Independent Accountants’ Fees and Services

The following sets forth fees billed for audit and other services provided by Ernst & Young LLP for the fiscal years ended September 30, 2016, and September 30, 2015:

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All services rendered by Ernst & Young LLP were permissibleany modification or amendment under applicable laws and regulations and were pre-approved byrules, the Audit Committee. The Audit Committee’s pre-approval policy is set forthCompensation Committee may not effect such modification or amendment without stockholder approval. Unless otherwise specified in the Audit Committee Charter which canamendment, any amendment to the Restricted Stock Plan shall apply to, and be viewedbinding on, the holders of restricted stock under the Restricted Stock Plan at the Company’s website: www.panhandleoilandgas.com.time the amendment is adopted, provided, the Compensation Committee determines that such amendment does not materially and adversely affect the rights of participants.

To ratifyapprove the selection of Ernst & Young LLP,foregoing proposal, a majority of shares of Common Stock represented in person or by proxy at the votes entitled to be cast on Proposal No. 2Annual Meeting must vote “FOR” ratification. Abstentions will have the effectapproval of a vote “AGAINST” ratification.Proposal No. 2.

BOARD RECOMMENDATION ON PROPOSAL

The Board of Directors Recommends Shareholders

a Vote “FOR” the Approval of Amendment to The Panhandle Oil and Gas Inc. 2010 Restricted Stock Plan.

Ratification of Selection of Independent

Registered Public Accounting Firm

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Proposal No. 3

Advisory Vote on Executive Compensation

TheIn accordance with Section 14A of the Securities Exchange Act of 1934, requires that we include inare providing our proxy statementsstockholders with the opportunity to cast a non-binding advisory vote on the compensation of our named executive compensationofficers, which is described in the Executive Compensation and Compensation Discussion and Analysis (CD&A) sections of this proxy statement (commonly referred to as “Say-On-Pay”) vote). AtOur executive compensation program is designed to reward the 2014 Annual Meeting,Company’s leadership team for operating and financial results for the Board recommended,year and the shareholders approved, that the Say-on-Pay vote should occur every year. Accordingly, we include a non-binding votefor adding to and building per share value for our stockholders, measured on both annual and long-term horizons. For fiscal 2019, our executive compensation as described in this Proxy Statement.program was generally unchanged from fiscal 2018.

The first vote was taken in 2011, and 94% of the shares voted were cast in support of the Company’s executive compensation program. In 2015, 97% of the shares voted were cast in support of the program, and in 2016, 97% of the shares voted were cast in support of the program. We encourage shareholdersour stockholders to review the discussion on executive compensation contained in this Proxy Statement,proxy statement, including the Compensation Discussion and Analysis section below on pages 23 to 32CD&A and the Executive Compensation section on pages 33 to 40.sections of this proxy statement. The Company’s consistent value creation over time is attributable to a rigorously applied management process implemented over the years by successive teams of talented and committed executives. The Company’s executive compensation underpins and reinforces this process and the performance it generates. We believe our compensation program strikes the appropriate balance between utilizing fair and responsible pay practices and effectively incentivizing our executivesexecutive officers to dedicate themselves fully to value creation for our shareholders.stockholders. 

The Board strongly endorses the Company’s executive compensation program and recommends that the shareholdersCompany’s stockholders vote in favorto approve of the following resolution:

RESOLVED, that the shareholdersstockholders approve on an advisory basis the compensation of the Company’s named executive officers, as described in the Company’s Proxy Statementproxy statement for the 20172020 Annual Meeting of ShareholdersStockholders under “Compensation Discussion and Analysis” and “Executive Compensation” and the other related tabular and narrative disclosures contained in this Proxy Statement.proxy statement.

Because the Say-On-Pay vote is advisory, it will not be binding upon the Board or the Compensation Committee, and neither the Board nor the Compensation Committee will be required to take any

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action as a result of the outcome of the vote on this Proposal. The Compensation Committee will carefully consider the outcome of the vote when considering future executive compensation arrangements.

To approve the foregoing resolution,proposal, a majority of shares of Common Stock represented in person or by proxy at the votes entitled to be cast on Proposal No. 3Annual Meeting must vote “FOR” approval. Abstentions will have the effectapproval of a vote “AGAINST” approval.Proposal No. 3.

BOARD RECOMMENDATION ON PROPOSAL

The Board of Directors Recommends a Vote

“FOR”

“FOR” the Approval of the Compensation of the Company’s Named Executive Officers, as described in the CD&A and Executive Compensation sections of this proxy statement.

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Executive Compensation Overview

For fiscal 2016, Panhandle’s executive compensation program was generally unchanged from fiscal 2015. The program is designed to reward the Company’s leadership team for operating and financial results for the year and for adding to and building per share value for our shareholders, measured on both yearly and long-term horizons. We believe our current program’s performance metrics are the correct measures to align shareholder interests and executive interests to Company performance over the short-, medium- and long-term horizons. Because of the unique assets and operating strategies of the Company, we believe it is imperative that its management team be engaged in and manage the Company based on a longer-term horizon than the typical oil and gas exploration and production company. Accordingly, our compensation programs and performance metric measurements are structured to achieve that purpose.

Summary of Current Compensation Program

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Financial and Operating Performance – Fiscal 2016

The financial and operating results outlined below provide additional perspective on Panhandle’s fiscal 2016 performance:

Information About Our Executive Officers

The current executive officers of the Company are listed below. All officers hold office at the discretion of the Board and may be removed from office, with or without cause, at any time by the Board. Except as noted below, each executive officer has been elected by the Board to serve until the next annual meeting of the Board or until their earlier resignation or removal.

Michael C. CoffmanRaphael D’Amico serves as the Company’s Vice President, Business Development and Investor Relations, a position he has worked in public accounting and as a financial officer with companies involved in the oil and gas industryheld since 1975.  He joinedjoining the Company in 1990 as its treasurer.  From 1995 to 2006, heon January 2, 2019. Mr. D’Amico previously served as vice-presidentManaging Director at Seaport Global Securities. Prior to his employment with Seaport Global Securities, Mr. D’Amico held positions at Stifel Nicolaus, Jefferies, Friedman Billings Ramsey and chief financial officer.  From 2006 to August 2007, he servedSalomon Smith Barney. Mr. D’Amico holds a bachelor’s degree in finance from the University of Maryland and an MBA from The George Washington University.

Freda R. Webb serves as co-president and chief financial officer.  Since August 2007, he served asthe Company’s Vice President, Operations, a director and president, chief executive officer until his retirement from both positions on December 31, 2016.  He was elected to the Board in 2006.  Sinceposition she has held since January 1, 2013, Mr. Coffman has been a director of the Oklahoma City branch of the Federal Reserve Bank of

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Kansas City.  He served as a director of Equal Energy Ltd. (oil and gas exploration and production) from May 2013 until its sale in 2014.

Lonnie J. Lowry served as Vice President, Controller and Secretary from March 2006 until August 2007 when he was elected Vice President, Chief Financial Officer and Secretary. Effective January 1, 2017, he became Vice President, Corporate Secretary. From 20012017. Prior to 2006, he served as Controller of the Company. He had been Controller of Wood Oil Company, Tulsa, Oklahoma (oil and gas exploration and production) for 15 years prior to its acquisition by Panhandle in 2001.

Freda R.this time, Ms. Webb worked as a reservoir engineering consultant for the CompanyPanhandle from 2011 to 2015. In2015 and, in 2015, she was appointed Reservoir Engineering Manager and was elected Vice President, Operations effective January 1, 2017.Manager. Prior to her employment with Panhandle, sheMs. Webb held various reservoir engineering, acquisitions,acquisition, corporate planning and management positions for Cities Services, Occidental Petroleum and Southwestern Energy andEnergy. Ms. Webb has more than 35 years of experience. Ms. Webboil and gas industry experience, and she is a graduate of the University of Oklahoma with a Bachelor of Science degree in Mechanical Engineering and of the University of Southern California with a MastersMaster of Science degree in Petroleum Engineering. She is a licensed professional engineer in the State of Oklahoma.

Robb P. Winfield serves as the Company’s Vice President, Chief Financial Officer, Controller and Corporate Secretary, a position he has held since March 5, 2019. Mr. Winfield has served as Panhandle’s Controller fromsince February 2008 to March 2009 and, as Controller and Chief Accounting Officer from March 2009 through December 2016.2016, also held the position of Chief Accounting Officer. He was electednamed Vice President, Chief Financial Officer and Controller effectiveon January 1, 2017. Prior to his employment with Panhandle, Mr. Winfield was employed byheld the positions of Revenue Coordinator and Supervisor at Chesapeake Energy Corporation (independent oil and gas company) from 2004 to 2008 and, from 1999 through 2004, Mr. Winfield served as Revenue Coordinator and Supervisor and was employed byan auditor for Ernst & Young LLP as an auditorLLP. Mr. Winfield has a Bachelor of Business Administration degree with a major in Accounting from 1999 to 2004.the University of Oklahoma.

Succession Plan Transitions Involving Our Executive Officers Subsequent to

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Compensation Discussion and Analysis

This Compensation Discussion and Analysis (CD&A) describes Panhandle’s compensation objectives and philosophy, the 2016 Fiscal Year Endmaterial elements of its executive compensation program for its named executive officers, recent compensation decisions and the factors the Compensation Committee considered in making such decisions.

At the end of the 2016 calendar year, we experienced some transitions involvingThis CD&A focuses on compensation earned during fiscal 2019 by our executive officers. Effective at the close of business on December 31, 2016, Michael C. Coffman retired from the Company, resigning his positions as President, Chief Executive Officer, and Director. In connection with Mr. Coffman’s retirement, Paul F. Blanchard, Jr., was elected President,Interim Chief Executive Officer, and Director effective January 1, 2017. Biographical information for Mr. Blanchard is set forth above in “Election of Directors – Nominees for Election to the Board of Directors for Three Year Terms Ending in 2020” on page 6.

Effective January 1, 2017, Lonnie J. Lowry was elected Vice President, Corporate Secretary and Robb P. Winfield was elected Vice President, Chief Financial Officer and Controller. Also effective January 1, 2017, Freda R. Webb was elected Vice President, Operations. Biographical information for Messrs. Lowry and Winfield and Ms. Webb is set forth abovethe other executive officers listed as named executive officers (“NEOs”) in “Information About Our Executive Officers” on page 21.our Summary Compensation Table. The NEOs who served in fiscal 2019 were as follows:

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Executive Compensation Overview

Our executive compensation program includes a mix of compensation components in furtherance of our pay-for-performance philosophy, while also providing a competitive level of overall compensation to our executive officers. The program is designed to reward the Company’s leadership team for operating and financial results for the year and for adding to and building per share value for our stockholders, measured on both short-term and long-term horizons.

Panhandle’s executive compensation program was modified in 2019 to more heavily weight the Company’s short-term annual awards with metrics tied to financial performance and production growth. For the year 2020, Panhandle’s executive compensation program has been further modified to align with the transition to a business strategy of increasing operating cash flow from royalty production growth as opposed to production growth from well participation. Accordingly, the annual bonus metrics were changed to more heavily weight financial performance and royalty production growth. The Company’s compensation philosophy is 1) to be shareholder aligned by heavily weighting equity performance based compensation tied to goals that builds long term value for shareholders; 2) to be competitive with the market allowing the Company to attract and retain talent; 3) to motive and reward for individual performance and 4) to be transparent utilizing measurable metrics and clearly articulated objectives. Furthermore, the Company believes in policies that promote stock ownership among the Company’s executives and Directors.

Summary of Current Compensation Program

The Company’s current executive compensation structure is comprised of a mix of compensation elements intended to support the Company’s operating, financial and strategic goals and objectives in both the short-term and long-term. Each component of our compensation program is summarized below:

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Compensation DiscusPhilosophy and Objectives

The Compensation Committee strives to maintain a compensation program that will attract, retain and motivate key executive officers by providing incentives to reward them for performance efforts that support Panhandle’s short-term and long-term strategic objectives and is competitive with industry practice. The key objectives of the Company’s compensation program are to:

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Role of Compensation Committee and Role of the Board of Directors in Fiscal 2016

The Compensation Committee is composed entirely of independent directors as defined by NYSE listing standards and SEC rules and has the responsibilityresponsible for establishing, implementing and monitoring all facets of the compensation of the Company’s executive officers. In particular, the Compensation Committee’s role is to recommend to the Board for final approval, the compensation, benefit plans and policies, and, in addition, to review, approve and recommend to the Board annually all compensation decisions relating to the Chief Executive Officer and the other executive officers of the Company. The Compensation Committee reviews the executive compensation program and recommends compensation levels, performance metrics, executive bonus distributions and restricted stock awards. The Committee met three times during

In fiscal 2016. The Committee operates in accordance with its Charter, which sets forth its powers and responsibilities. A copy of the Charter of2019, the Compensation Committee which was most recently amended in December 2016, can be viewed atand the Company’s website: www.panhandleoilandgas.com.

Board, after receiving input from its compensation consultant, Longnecker & Associates, made all compensation decisions for the executive officers. The Compensation PhilosophyCommittee and Objectives

the Board reviewed the performance of Mr. Blanchard, our former Chief Executive Officer, and Mr. Stephens, our Interim Chief Executive Officer and set their compensation. Mr. Blanchard and Mr. Stephens were not present during these discussions. Prior to his resignation, Mr. Blanchard made compensation recommendations to the Compensation Committee with respect to Messrs. D’Amico, Lowry and Winfield and Ms. Webb. Such other NEOs were not present during these discussions. The objectives ofBoard made the Company’sfinal decisions and approved the compensation program are to:

The principal elements of the executive compensation program are (i) yearly salary, (ii) annual cash bonus, (iii) restricted stock awards and (iv) contributions to the ESOP Plan. Awards of restricted stock pursuant to the Company’s Amended 2010 Restricted Stock Plan (the “Restricted Stock Plan”) are an integral part of the Company’s compensation program as a retention and long-term incentive form of compensation. The overall executive compensation program is used to meet the Company’s compensation objectives as follows:officers.

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Role of the Compensation Consultant

In an effort to align our executives’ compensation competitively with the market, the Compensation Committee engaged an outside, independent compensation consultant, Longnecker & Associates, Houston, Texas (“Longnecker”), to review levels and incentive components of the executives’NEO’s compensation for fiscal 2016.2019. The primary role of Longnecker wasis to help identify the Company’s peer companies and to provide the Compensation Committee with market data, information and informationguidance regarding compensation trends in ourthe industry, base salaries, the design of ourthe Company’s incentive programs and executive and director compensation levels. Management does not direct or oversee the retention or activities of Longnecker with respect to the Company’s executive compensation program.

The Compensation Committee has sole authority to retain and terminate independent compensation consultants and to determine the terms of their retention. Longnecker takes direction from the Compensation Committee, as appropriate, reports directly to the Compensation Committee and does not provide any other services to Panhandle.

Role Management does not direct or oversee the retention or activities of Executive Officers

In fiscal 2016, the Compensation Committee and the Board, after receiving input from Longnecker made all compensation decisions for the executive officers. The Compensation Committee and the Board reviewed the performance of the Chief Executive Officer, and afterwards, set his compensation. Mr. Coffman was not present during these discussions. The Chief Executive Officer made compensation recommendations to the Compensation Committee with respect to the otherCompany’s executive officers. Messrs. Blanchard, Lowry and Winfieldcompensation program.

Role of Stockholder Say-On-Pay Vote

The Company has historically received very strong support for its executive compensation practices. In 2019, 96% of the shares cast were not present duringvoted in support of the program. In consideration of these discussions. The Chief Executive Officer did not participate inresults, the Compensation Committee orhas acknowledged the support received from our stockholders and views these results as an affirmation of our existing executive compensation policies and continued efforts to enhance our pay-for-performance practices. The Say-On-Pay vote serves as an additional tool to guide the Board deliberations about executive compensation. The Board madeand the final decisions on the compensationCompensation Committee in ensuring alignment of our executive officers.

Base Salaries and Annual Cash Bonusescompensation program with the interests of our stockholders. The Compensation Committee will carefully consider the outcome of the Say-On-Pay vote when considering future executive compensation arrangements. We currently intend to hold this vote annually.

2019 Executive Summary – Business Overview

During fiscal 2019, the Company made the decision to focus on perpetual oil and natural gas mineral ownership and growth through mineral acquisitions and the development of its significant mineral acreage inventory in its core areas of focus. In December of each year, base salaries ofaccordance with this strategy, the executive officers are set forCompany plans to cease taking any working interest positions on its mineral and leasehold acreage going forward. The Company believes that its strategy to focus on mineral ownership is the next calendar year and bonuses are determined basedbest path to giving our stockholders the greatest risk-weighted returns on the preceding fiscal year’s (year-end September 30) operational and financial performance. Base salaries and annual cash bonuses fortheir investments going forward.

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executive officers are based on the individual’s responsibilities and experience, taking into account, among other factors, the individual’s initiative, contribution to the Company’s overall performance, handling of special projects or events during the year and yearlyThe financial and operating results outlined below provide additional perspective on Panhandle’s fiscal 2019 performance:

Role of Peer Companies

The Compensation Committee reviews the Company’s executive compensation practices and policies of “peer companies” as identified below to evaluate how Panhandle’s executive compensation program compares with other companies in the Company’soil and gas industry. The Compensation Committee, with the assistance of Longnecker,

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selected the following group of “peer companies” for comparison purposes in determining compensation for fiscal 2016.2019.

Since the Company is not the same size and does not have the same complexity of drilling and field operations as most of the peer companies, the Compensation Committee uses the peer group comparison as a tool while considering many other factors. factors and not to establish compensation benchmarks. Panhandle does not benchmark executive compensation to a percentile within the group of “peer companies.” The peer company information is used as a reference to evaluate Panhandle’s compensation program and to ensure it meets the Company’s compensation objectives. 

Elements of 2019 Compensation Program

The principal elements of the executive compensation program are (i) an annual base salary, (ii) an annual cash bonus, (iii) restricted stock awards and (iv) contributions to the ESOP Plan. Awards of restricted stock pursuant to the Restricted Stock Plan are an integral part of the Company’s compensation program as a retention and long-term incentive form of compensation.

Base Salaries.Salaries

The base salaries of our executive officers are reviewed annually by the Compensation Committee and future salary adjustments, if any, are recommended to the Board for final approval. The Compensation Committee and the Board consider various factors, including:

Additionally, base salaries for executive officers are reviewed and compared to similar positions in the Company’s industry. The “peer companies” selected for such comparison are discussed in “Role of Peer Companies” above.

In December of each year, base salaries of the Company’s executive officers are set for the next calendar year. Base salaries are based on the individual’s responsibilities and experience, taking into account, among other factors, the individual’s initiative, contribution to the Company’s overall performance, handling of special projects or events during the year and yearly financial and operating results of the Company.

Salaries for the named executive officers in fiscal 20162019 are set forth below in the “Executive Compensation - Summary Compensation Table” on page 33below and were determinedreviewed by the Compensation Committee and approved by the Board based on the considerations described above. Based on the above factors and considerations, in December 2016, the Board established the annual base salary for Mr. Blanchard at $313,000 for calendar 2017. Calendar 20172020 base salaries established for the other executive officers were: Lonnie J. Lowryas: Raphael D’Amico - $190,000;$220,000; Freda R. Webb - $207,000;$225,000; and Robb P. Winfield - $175,000.$206,000. Mr. Stephens’ compensation as Interim CEO was set by the Compensation Committee at $50,000 per month for base salary and annual cash bonus.

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Annual Cash Bonuses

Annual Cash Bonuses.cash bonuses are largely determined by the preceding fiscal year’s (year-end September 30) operational and financial performance. Annual cash bonuses for executive officers are based on the individual’s responsibilities and experience, taking into account, among other factors, the individual’s initiative including the handling of special projects, contribution to the Company’s overall performance and the Company’s annual financial and operating results.

Annual cash bonuses are determined by the weighting of objective performance metrics and subjective performance goals applicable to each executive officer. During anthe annual Company goal-setting process, the Compensation Committee and the Board approve Company objective performance metrics as well as moreand subjective performance goals that focus on the manner in which the Company’s oil and gas business is managed. These

Objective Performance Metrics

For fiscal years 2019 and 2018, the Compensation Committee and the Board approved the use of the following categories of objective performance metrics are used in determining annual cash bonuses. bonus amounts:

For fiscal years 2019 and 2018, the Compensation Committee approved a range of performance at threshold (minimum), target and maximum levels for the performance metrics (as set forth in the tables below):

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TheIn setting the performance metrics for fiscal 2019, the Compensation Committee believesdetermined that combining the performance metric categories of growing reserves, increasing Mcfe production, minimizing finding cost per Mcfe, return on capital employed and managing G&A (overhead) expenseearnings per share are the important measurements necessary for increasing shareholderstockholder value and to growgrowing our oil and gas exploration and production business. The target metricmetrics of minimizing finding cost per Mcfe is intended to discourage drilling marginal or unprofitable wells only to achieve increased production and reserves. These metrics have beenwere adopted by the Compensation Committee to focus management on drillingparticipating in wells that are economically viable and generate a reasonable rate of return for the Company. The earnings per share metric hasand return on capital employed metrics have the effect of discouraging excessive risk taking. The Compensation Committee does not believe that these performance metrics reward executives for taking risks beyond those risks inherent in the oil and gas exploration and production business. 

The Compensation Committee has the discretion to modify the effect of any of the objective performance metrics if unforeseen or uncontrollable conditions result in any of these metrics not being relevant to the Company’s results for the year.

Subjective Performance Goals

The Compensation Committee and the Board approved subjective performance goals that focus on the manner in which the Company’s business is managed. The subjective performance goals are tailored to fit the job description of each executive officer by weighting each major area of responsibility. Within each major area, a breakdown is made of more detailed areas of responsibility. An evaluation of the Chief Executive Officer is performed annually by the Compensation Committee. The Chief Executive Officer performed

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performs the evaluation of each of the other executive officers. In these evaluations, performances are evaluated on each of the detailed areas of responsibility.

Determination of Annual Cash Bonus Awards

The Compensation Committee reviewed the performance of the Chief Executive Officer and Chief Operating OfficerCompany’s named executive officers in meeting thetheir objective performance metrics and their subjective performance goals for fiscal 2016. In addition, the Committee noted that the Company’s share price had outperformed the S&P Oil and Gas Exploration and Production Index for the last five fiscal years while underperforming the S&P Smallcap 600 Index. The Company’s share price increased 8% during fiscal 2016.2019.

The graph below matches Panhandle Oil and Gas Inc.’s cumulative 5-Year total shareholder return on Common Stock with the cumulative total returns of the S&P Smallcap 600 index and the S&P Oil & Gas Exploration & Production index. The graph tracks the performance of a $100 investment in our Common Stock and in each index (with the reinvestment of all dividends) from September 30, 2011, to September 30, 2016.

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The stock price performance included in this graph is not necessarily indicative of future stock price performance.

The Compensation Committee believes that the cash bonus element of compensation for theMr. Blanchard, former President and Chief Executive Officer and the Chief Operating Officer, should principally reflect theirhis success in achieving the above outlined objective performance metrics. TheirHis bonus was targeted at 100% of base salary and the calculation iswas based on a weighting of 70%80% for meeting thehis objective performance metrics and 30%20% for meeting theirhis subjective performance

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goals. The other named executive officers’ annual bonuses were targeted at 60% of base salaries and were based 20% on meeting subjective performance goals and 80% on meeting Company objective performance metrics.

Cash bonuses are paid in the first fiscal quarter (December) of each fiscal year based on the preceding fiscal year’s metric results. Thus, bonuses awarded in fiscal 20162019 (paid in December 2015)2019) were based on the following fiscal 20152019 objective performance metric results.

The maximum targeted annual cash bonus that could have been paid in December 20152019 to theMr. Blanchard, our former Chief Executive Officer (based on fiscal 20152019 results) was 100% of his $327,000 base salary. The maximum targeted annual cash bonus that could have been paid in December 2015 to the Chief Operating Officer (based on fiscal 2015 results) was 75% of his $297,000$326,500 base salary. See “Executive Compensation – Summary Compensation Table”, footnotesfootnote (4) and (6), page 33, for the dollar amount of their cash bonuses for fiscal years 2016, 20152019, 2018 and 2014.

The other executive officers’ annual bonuses were targeted at 30% of base salaries and were based 80% on meeting subjective performance goals and 20% on meeting Company objective performance metrics.2017.

Cash bonus payments for fiscal 2019 were made to all named executive officers during the first fiscal quarter of 20162020 (December 2015)2019). The cash bonus payments made to our named executive officers are set forth below in the “Summary Compensation Table” under “Executive Compensation” on page 33.Compensation.”

Long-Term Equity-Based Restricted Stock Compensation

Our named executive officers are eligible to receive stock-based awards under the Restricted Stock Plan. The objectives of the Restricted Stock Plan are to attract and retain key employees, align their interests with those of the Company’s shareholders,stockholders, motivate them to achieve long-rangelong-term goals and reward individual performance. Because executives’ compensation from stock-based awards is heavily weighted to our stock price performance, the Compensation Committee believes stock-based awards create a strong incentive to improve long-term financial performance and increase shareholderstockholder value.

(27)The Compensation Committee and the Board considered the five-year total stockholder return on our Common Stock. The graph below matches Panhandle Oil and Gas Inc.’s cumulative Five-Year total stockholder return on Common Stock with the cumulative total returns of the S&P Smallcap 600 index and the S&P Oil & Gas Exploration & Production index. The graph tracks the performance of a $100 investment in our Common Stock and in each index (with the reinvestment of all dividends) from September 30, 2014, to September 30, 2019.

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The stock price performance included in this graph is not necessarily indicative of future stock price performance.

The Company enters into stock restriction agreements with its officers and directors when restricted stock awards are granted. These agreements include terms of the restricted stock awards. Vesting provisions contained in the stock restriction agreements for restricted stock awards are used by the Compensation Committee as anothera method to tie executive compensation both to continuing service by the executive to the Company and to the growth in shareholderstockholder value, as measured by the market price of the Company’s shares. Under various circumstances, the restricted stock awards may vest totally, partially or not at all.

A portion (usually 25%) of these restricted stock awards vest if the executive officers remain employees of the Company for the vesting period (known as “non-performance shares”). These time-vested stock awards are forfeited if the officer does not remain continuously employed for the vesting period (typically three years). The other portion (usually 75%) of these restricted stock awards vest based on the market price performance of the Company’s Common Stock at the completion of three years of service (known as “performance shares”). The Compensation Committee believes a three-year vesting schedule for restricted stock awards enhances the retention value of these awards and positions the Company competitively from a market perspective. For a description of the stock-based awards for executive officers under the Restricted Stock Plan, see the table entitled “Outstanding Restricted Stock Awards” on page 39.

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Longnecker reviewed the total direct compensation packages of our executives, including our stock-based award program and recommended that the Compensation Committee continue the use of restricted stock awards.awards as the equity component of the compensation of our NEOs. The Compensation Committee relied upon the market data, Company performance and individual performance in the determination of stock-based awards for our executive officers. After considering all of these factors, in fiscal 2016 (December 2015), our committee2019, the Compensation Committee approved the grant of the following restricted stock awards, which vest over a three year period: Michael C. Coffman, 6,413 non-performance shares and 19,241 performance shares;awards: Paul F. Blanchard, Jr., 4,9297,058 non-performance shares and 14,78721,174 performance shares; Lonnie J. Lowry, 1,147Raphael D’Amico, 2,386 non-performance shares and 3,4407,156 performance shares; Freda R. Webb 2,600 non-performance shares and 7,801 performance shares; and Robb P. Winfield, 9932,386 non-performance shares and 2,9787,156 performance shares.

Retirement of Chief Executive Officer

On March 15, 2016, the Company announced that Mr. Coffman had decided These restricted stock awards were granted to retire as an officer and director of the Company effective as of the close of businessour NEOs on December 31, 2016. Certain non-performance shares awarded Mr. Coffman11, 2018, and vest over a 3-year period beginning on the grant date. For additional information regarding the stock-based awards granted to our executive officers under the Restricted Stock Plan, see the table entitled “Outstanding Restricted Stock Awards.”

Vesting of the performance shares of restricted stock awards is based on the market price performance of the Common Stock at the completion of the time vesting period. For performance shares to partially vest, the Common Stock must appreciate at a prescribed minimum rate as set forth in each stock restriction agreement. If not, no performance shares vest. To fully vest, the Common Stock must appreciate at a prescribed rate set forth in each stock restriction agreement. If the appreciation rate is between the prescribed minimum and maximum, the restricted stock will partially vest on a pro rata basis.

Vesting of the time-vested restricted stock awards occurs only if the officer remains continuously employed by the Company for the required vesting period. If an officer does not remain continuously employed with the Company for such period, all such awards are forfeited.

An aggregate of 7,069 shares of restricted stock granted to Messrs. Blanchard, Lowry and Winfield on December 9, 2015, vested upon hison December 9, 2018. Since only a portion of the restricted shares vested that were granted on December 9, 2015, 40,446 unvested shares were repurchased by the Company on December 9, 2018. Upon Mr. Lowry’s retirement on March 31, 2019, 1,057 non-performance shares granted on December 31,9, 2016, which are discussed underand December 12, 2017, vested and 812 shares were forfeited and repurchased by the caption “Chief Executive Officer Actual Realized Compensation”Company. Upon Mr. Blanchard’s resignation on page 35.August 26, 2019, 3,951 non-performance shares granted on December 9, 2016, December 12, 2017, and December 11, 2018, vested and 61,216 performance and non-performance shares were forfeited and repurchased by the Company.

Clawback Policy

The Company’sCompany has a clawback policy that applies to equity awards granted to our NEOs. The purpose of the clawback policy is to further alignsalign the interests of our executivesexecutive officers with shareholders. Underour stockholders. As of September 30, 2019, under our clawback policy, during the 3-year period preceding the date of anCompany is entitled to claw back or reduce incentive awards paid to its NEOs for any accounting restatement based on erroneous data due to material non-compliance with any financial reporting requirement under federal securities laws that affect directlywhen the application of such restated audited financial statements would create an excess of what would have been paid to the executive officer under the Restricted Stock Plan or indirectly the objective and subjective metrics used to determine bonuses and restricted stock awards,Company’s annual cash bonus program during three-year period preceding the restatement. During the three-year period preceding the date of such accounting restatement, the Company shall be entitled tomay recover from any executive the amount of incentive compensation paid to the executive in excess of what would have been paid under such restated audited financial statements. In December 2019, the Compensation Committee adopted a new clawback policy, and the Company is implementing such policy.

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Broad-Based EmployeeOther Compensation and Benefits

Change-In-Control Executive Severance Agreements

The Board believes that, in the event of a change-in-control of the Company, the executives’ performance may become hampered by distraction, uncertainty or other activities, which might adversely affect shareholder values. To reduce these potential adverse effects and to encourage fair treatment of the executive officers in connection with any change-in-control event, the Company began to enter into Change-In-Control Executive Severance Agreements in 2007 with the executive officers to provide for change-in-control protection. Under these Agreements, if, within two years following a change-in-control event, the Company terminates the employment of any of the executives without cause or any executive resigns for good reason as defined in the Agreements, that executive would be entitled to a severance payment, payable in a lump sum, in cash, following his termination, in an amount equal to two times the average of the compensation paid to the executive during the two calendar years preceding the change-in-control event (or the annual average of any shorter period). Compensation for this purpose includes the sum of the executive’s base salary, cash bonuses and ESOP Plan contribution (restricted stock awards are excluded). The bonus amount used in determining the executive’s compensation will not be less than two times his targeted bonus for the calendar year in which the change-in-control event occurs (or if not yet determined for that year, two times the executive’s targeted bonus for the preceding calendar year). Further, if the executive qualifies, and the Company is required to provide coverage under COBRA, the Company shall reimburse the executive the costs of purchasing continuing coverage under COBRA for the executive and his dependents for as long as he qualifies for COBRA coverage. The Company became subject to COBRA on January 1, 2014.

A change-in-control event generally means: (i) the acquisition of beneficial ownership of 30% or more of the Company’s Common Stock; (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, and any new director, whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board; or (iii) approval by the Company’s shareholders of (a) a reorganization, merger or consolidation which results in the ownership of 20% or more of the Company’s Common Stock by persons or entities

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that were not previously shareholders, (b) a liquidation or dissolution of the Company, or (c) the sale of substantially all of the Company’s assets.

There may arise situations where the potential to merge with or be acquired by another company may be in the best interest of our shareholders. Based on this potential, the Company believes that the “double trigger” requiring both (i) a change-in-control event and (ii) the termination of an executive’s employment without cause or his resignation for good reason after the event is appropriate to provide fair treatment of the executive officers, while allowing them to continue to concentrate on enhancing shareholder value during a change-in-control event, as they may take actions which ultimately may lead to termination of their employment after the change-in-control event.

Pursuant to the Change-In-Control Executive Severance Agreements, assuming that a change-in-control event took place on the last business day of fiscal 2016, and an executive’s employment was terminated without cause, or the executive terminated his employment for good reason, within two years following this assumed change-in-control event, the executives below would receive the following severance payments:

Other than the Change-In-Control Executive Severance Agreements, the Company maintains no employment agreements with its executive officers.

Other Compensation Matters

The Company currently does not have ownership requirements or a stock retention policy for its executive officers. The Company’s Code of Ethics and Business Practices prohibits directors, officers and employees from engaging in speculative transactions involving the Company’s securities.

Section 162(m) of the Internal Revenue Code limits the deductibility of compensation in excess of $1,000,000 annually paid to any of our executive officers, unless the compensation qualifies as performance-based compensation. Exclusive of performance based restricted stock awards, our compensation levels are below the Section 162(m) level.

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As of the date of this Proxy Statement, the Company has weathered the ongoing negative energy industry conditions in an excellent manner and, to the best of its knowledge, has no upcoming issues. The Company is mindful of the current state of the industry and oil and gas prices and will continue to evaluate its situation and the potential effects on executive compensation.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with management and, based on such review and discussions, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

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Executive Compensation

The table below sets forth information for the three most recently completed fiscal years concerning compensation paid to our executive officers in those fiscal years for services in all capacities.

Summary Compensation Table