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  x                             Filed by a party other than the Registrant  ¨

Check the appropriate box:

EXCO RESOURCES, 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):

EXCO Resources, Inc.

Notice of Special2016

Annual Meeting

of Shareholders

and Proxy Statement

 , 2015

May 19, 2016

10:00 a.m. local time

EXCO Resources, Inc.

12377 Merit Drive

First Floor Conference Center

Dallas, Texas 75251

		EXCO Resources, Inc. 12377 Merit Drive • Suite 1700 Dallas, Texas 75251 (214) 368-2084 • Fax (214) 368-2087

            , 2015April 6, 2016

Dear EXCO Shareholder:

You are cordially invited to attend a Specialthe Annual Meeting of Shareholders of EXCO Resources, Inc. The meeting will be held at 10:00 a.m. local time on ,             , 2015,Thursday, May 19, 2016, at the Company’s corporate office located atof EXCO Resources, Inc., 12377 Merit Drive, First Floor Conference Center, Dallas, Texas 75251. Your Board of Directors and management look forward to greeting those of you able to attend in person.

Your vote is important. The Board of Directors appreciates and encourages shareholder participation in the company’s affairs. Whether or not you can attend the meeting, please read the proxy statement carefully, then vote your shares by Internet, by telephone or by completing, signing, dating and returning the enclosed proxy card promptly in the envelope provided, so that your shares will be represented at the meeting.

Please note that brokers may not vote your shares on certainthe election of directors or the proposalsadvisory vote to approve executive compensation in the absence of your specific instructions as to how to vote. Whether you attend or not, please submit your proxy so your vote can be counted.

On behalf of the Board of Directors, thank you for your cooperation and continued support.

Sincerely,

C. John Wilder

Executive Chairman of the Board of Directors

Important notice regarding the availability of proxy materials for the specialannual meeting to be held on , 2015:May 19, 2016: Our official Notice of SpecialAnnual Meeting of Shareholders, and Proxy Statement and 2015 Annual Report to Shareholders are also available on our website at www.RRDEZProxy.com/2015/2016/EXCO.

EXCO RESOURCES, INC.

12377 Merit Drive • Suite 1700

Dallas, Texas 75251

(214) 368-2084 • Fax (214) 368-2087

Notice of SpecialAnnual Meeting of Shareholders

To Be Held , 2015May 19, 2016

The Special2016 Annual Meeting of Shareholders (the “Special“Annual Meeting”) of EXCO Resources, Inc., a Texas corporation (“EXCO” or the “Company”), will be held at 10: 00 a.m. local time on ,             , 2015Thursday, May 19, 2016 at the Company’s corporate office located atof EXCO Resources, Inc., 12377 Merit Drive, First Floor Conference Center, Dallas, Texas 75251, for the following purposes:

The Board of Directors has fixed the close of business on , 2015March 31, 2016 as the record date (the “Record Date”) for the determination of shareholders entitled to notice of, and to vote at, the SpecialAnnual Meeting or any adjournment(s) or postponement(s) thereof. Only shareholders of record at the close of business on the Record Date are entitled to notice of, and to vote at, the SpecialAnnual Meeting. A list of shareholders entitled to vote at the SpecialAnnual Meeting will be available for examination at the offices of the Company not later than the 11th calendar day prior to the meeting.Annual Meeting. The list will also be available during the SpecialAnnual Meeting for inspection by shareholders.

Officers of the Company will be present at the SpecialAnnual Meeting and available to respond to questions from shareholders.

YOUR VOTE AND PARTICIPATION IN THE COMPANY’S AFFAIRS ARE IMPORTANT. TO ENSURE THAT YOUR SHARES ARE REPRESENTED AT THE SPECIALANNUAL MEETING, PLEASE VOTE IN ONE OF THE FOLLOWING WAYS:

SHAREHOLDERS WHO ATTEND THE SPECIALANNUAL MEETING MAY REVOKE THEIR PROXIES AND VOTE IN PERSON IF THEY DESIRE.

Please note that brokers may not vote your shares on certainthe election of directors or the proposalsadvisory vote to approve executive compensation in the absence of your specific instructions as to how to vote. Whether you attend or not, please submit your proxy so your vote can be counted.

If you have any questions, or need assistance in voting your proxy, please call our proxy solicitor, D.F. King & Co., Inc., toll-free at (866) 745-0270.

By Order of the Board of Directors,

By Order of the Board of Directors,
William L. Boeing
Vice President, General Counsel and Secretary

William L. Boeing

Vice President, General Counsel and Secretary

Dallas, Texas

            , 2015April 6, 2016

TABLE OF CONTENTS

PRELIMINARY COPY

EXCO RESOURCES, INC.

12377 MERIT DRIVE • SUITE 1700

DALLAS, TEXAS 75251

(214) 368-2084 • FAX (214) 368-2087

PROXY STATEMENT

FOR

SPECIALANNUAL MEETING OF SHAREHOLDERS

To Be Held ,             , 2015Thursday, May 19, 2016

Unless the context requires otherwise, references in this proxy statement to “EXCO,” “we,” “us,” “our” and the “Company” are to EXCO Resources, Inc. and its consolidated subsidiaries. Unless the context otherwise requires, references to the “shareholders” are to the holders of our Common Shares.common shares, par value $0.001 per share (the “Common Shares”).

The accompanying proxy is solicited by the Board of Directors on behalf of EXCO Resources, Inc., a Texas corporation, to be voted at the Special2016 Annual Meeting of Shareholders of the Company (the “Special“Annual Meeting”) to be held on , 2015,May 19, 2016, at the time and place and for the purposes set forth in the accompanying Notice of SpecialAnnual Meeting of Shareholders (the “Notice”) and at any adjournment(s) or postponement(s) thereof. This proxy statement and accompanying proxy are first being mailed on or about , 2015.April 6, 2016. The Company’s Annual Report to Shareholders covering the Company’s fiscal year ended December 31, 2015 is enclosed herewith, but does not form any part of the materials for the solicitation of proxies.

INTERNET AVAILABILITY AND ELECTRONIC DELIVERY OF PROXY DOCUMENTS

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on , 2015:May 19, 2016: Our official Notice of SpecialAnnual Meeting of Shareholders, and Proxy Statement and 2015 Annual Report to Shareholders are available at www.RRDEZProxy.com/2015/2016/EXCO.

The executive offices of the Company are located at, and the mailing address of the Company is, 12377 Merit Drive, Suite 1700, Dallas, Texas 75251.

QUESTIONS AND ANSWERS ABOUT THE SPECIALANNUAL MEETING

What is a proxy?

A proxy is another person that you legally designate to vote your Common Shares. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card.

What is a proxy statement?

It is a document that we are required to give you in accordance with regulations of the Securities and Exchange Commission (the “SEC”) when we ask you to sign a proxy card to vote your Common Shares at the SpecialAnnual Meeting.

What is the purpose of the SpecialAnnual Meeting?

At our SpecialAnnual Meeting, shareholders will act upon the matters outlined in the Notice, including (1) the approvalelection of an amendmentseven directors to the Company’s Amended and Restated Certificate of Formation (the “Charter”) to, at the discretion of the Board of Directors, of the Company, (a) effecteach for a reverse share split with respectone-year term, (2) an advisory vote to the Company’s issued and outstanding Common Shares, par value $0.001 per share, including shares held by the Company as treasury shares, at a ratio of between 1-for-2 and 1-for-10 (the “Range”), with the ratio within such Range to be determined at the discretion of the Board of Directors of the Company (the “Reverse Share Split”), and (b) effect a proportional reduction in the number of authorized Common Shares from 780.0 million Common Shares to between approximately 390.0 million Common Shares and 78.0 million Common Shares (the “Authorized Share Reduction”)approve executive compensation (this proposal is referred to herein as the “Reverse Share Split“Executive Compensation Proposal”), (2)(3) the approval of an amendment to the Charter to limit the waiverratification of the dutyappointment of directors to present corporate opportunities to the Company solely to C. John Wilder, Executive Chairman of Bluescape Resources Company LLC (“Bluescape”) and a member ofKPMG LLP as our Board of Directors (the “Opportunity Waiver Limitation”)

(this proposal is referred to herein as the “Opportunity Waiver Limitation Proposal”), and (3) the approval of any adjournments of the Company’s special meeting, if necessary or appropriate, to permit the solicitation of additional proxies if there are not sufficient votes at the time of the special meeting to adopt the foregoing proposalsindependent registered public accounting firm (this proposal is referred to herein as the “Adjournment“Ratification Proposal”). and (4) the transaction of such other business as may arise that can properly be conducted at the Annual Meeting or any adjournment(s) or postponement(s) thereof.

Also, management will report on the Company’s performance during the last fiscal year and will be available to respond to questions from shareholders.

What is “householding” and how does it affect me?

With respect to eligible shareholders who share a single address, we are sending only one proxy statement to that address unless we received instructions to the contrary from any shareholder at that address. This practice, known as “householding,” is designed to reduce our printing and postage costs. However, if a shareholder of record residing at such address wishes to receive a separate proxy statement in the future, he or she may contact EXCO Resources, Inc. at 12377 Merit Drive, Suite 1700, Dallas, Texas 75251, Attn: Secretary or call (214) 368-2084 and ask for investor relations. Eligible shareholders of record receiving multiple copies of our proxy statement can request householding by contacting us in the same manner. Shareholders who own shares through a bank, broker or other nominee can request householding by contacting such nominee.

We hereby undertake to deliver promptly, upon written or oral request, a copy of the proxy statement to a shareholder at a shared address to which a single copy of the document was delivered. Requests should be directed to the address or phone number set forth above.

SEC rules permit companies to send you a notice that proxy materials are available on the Internet, instead of mailing you a complete set of materials. In the future, the Company may choose to distribute proxy materials in this manner.

What should I do if I receive more than one set of voting materials?

Despite our efforts related to householding, you may receive more than one set of proxy materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your sharesCommon Shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares.Common Shares. Similarly, if you are a shareholder of record and hold sharesCommon 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 sharesCommon Shares are voted.

What is the record date and what does it mean?

The record date for the determination of shareholders entitled to notice of and to vote at the SpecialAnnual Meeting is the close of business on , 2015March 31, 2016 (the “Record Date”). The Record Date is established by the Board of Directors as required by Texas law. On the Record Date, 283,468,338 Common Shares were issued and outstanding.

Who is entitled to vote at the SpecialAnnual Meeting?

Subject to the limitations set forth below, only shareholders at the close of business on the Record Date may vote at the SpecialAnnual Meeting.

What are the voting rights of the shareholders?

Each holder of Common Shares is entitled to one vote per Common Share on all matters to be acted upon at the SpecialAnnual Meeting. Neither the Company’s CharterAmended and Restated Certificate of Formation, as amended, nor its Third Amended and Restated Bylaws as amended, allow for cumulative voting rights.

The presence, in person, by a duly authorized representative in the case of a corporation or other legal entity, or through representation by proxy, of the holders of a majority of the combined voting power of the issued and outstanding Common Shares entitled to vote at the SpecialAnnual Meeting (including abstentions and broker non-votes) is necessary to constitute a quorum to transact business. If a quorum is not present or represented at the SpecialAnnual Meeting, the shareholders entitled to vote thereat, present in person or represented by proxy, may adjourn the SpecialAnnual Meeting from time to time without notice or other announcement until a quorum is present or represented.

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

If your sharesCommon Shares are registered directly in your name with Continental Stock Transfer & Trust Company, the Company’s transfer agent (the “Transfer Agent”), you are considered the shareholder of record with respect to those shares.Common Shares. The proxy statement and proxy card have been sent directly to you by the Company.

If your sharesCommon Shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of these shares,Common Shares, and your sharesCommon Shares are held in “street name.” The proxy statement and proxy card have been forwarded to you by your broker, bank or nominee who is considered, with respect to those shares,Common Shares, the shareholder of record. As the beneficial owner, you have the right to direct your broker, bank or nominee how to vote your sharesCommon Shares by using the voting instructions included in the mailing or by following such nominee’s instructions for voting by telephone or the Internet.

What is a broker non-vote?

Under the rules of the New York Stock Exchange (“NYSE”), brokers who hold shares on behalf of beneficial owners have the authority to vote on certain proposals when they have not received instructions from the beneficial owners. A broker non-vote occurs when a broker holding shares for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary voting power with respect to that item under the rules of the NYSE and has not received voting instructions from the beneficial owner. Your broker has discretionary authority to vote your sharesCommon Shares with respect to the Reverse Share SplitRatification Proposal. Your broker does not have discretionary authority to vote your sharesCommon Shares with respect to the Opportunity Waiver Limitation Proposalelection of directors or the AdjournmentExecutive Compensation Proposal in the absence of specific instructions from you.

How do I vote my shares?Common Shares?

If you are a record holder, you may vote your Common Shares at the SpecialAnnual Meeting in person or by proxy. To vote in person, you must attend the SpecialAnnual Meeting and obtain and submit a ballot. The ballot will be provided at the meeting. To vote by proxy, you must do one of the following:

The telephone and Internet voting procedures are designed to authenticate shareholders’ identities, to allow you to vote your sharesCommon Shares and to confirm that your instructions have been properly recorded. Please refer

to your proxy card or the information forwarded by your bank, broker or other nominee to see which options are available to you. The proxy card is fairly simple to complete, with specific instructions right on the card. By completing and submitting it, you will direct the designated persons (known as “proxies”) to vote your Common Shares at the SpecialAnnual Meeting in accordance with your instructions. The Board of Directors has appointed William L. Boeing, W. Justin Clarke, Harold L. Hickey and Richard A. Burnett to serve as the proxies for the SpecialAnnual Meeting.

Your proxy card will be valid only if you mark, sign, date and return it before the SpecialAnnual Meeting. If you complete all of the proxy card except the voting instructions, then the designated proxies will vote your sharesCommon Shares “for” the Reverse Share Split Proposal,election of the Opportunity Waiver Limitationnominated directors, “for” the Executive Compensation Proposal and “for” the AdjournmentRatification Proposal. We do not anticipate that any nominee for election to the Board of Directors will be unable to serve or that any other matters will come before the SpecialAnnual Meeting, but if a nominee is unable to serve, or if any other matters properly come before the meeting, then the designated proxies will vote your shares in accordance with applicable law and their discretion.

If your sharesCommon Shares are held in “street name,” in addition to the proxy solicitation materials we have provided to the street name holder, the street name holder should provide its own request for voting instructions. By completing the voting instruction card, you may direct your street name holder how to vote your shares.Common Shares. Alternatively, if you want to vote your street name shares at the SpecialAnnual Meeting, you must contact your broker directly in order to obtain a proxy issued to you by your street name holder. Note that a broker letter that identifies you as a shareholder is not the same as a nominee-issued proxy. If you fail to bring a nominee-issued proxy to the SpecialAnnual Meeting, you will not be able to vote your street name sharesCommon Shares at the SpecialAnnual Meeting.

If you are a Company employee participating in the Company 401(k) plan, then you may be receiving this material because of the Common Shares held for your account in the plan. In that case, you may use the enclosed proxy card to instruct the plan trustees how to vote the shares.Common Shares. The trustees will vote the sharesCommon Shares in accordance with your instructions and the terms of the plan. The plan trustees may vote the sharesCommon Shares held for you even if you do not direct them how to vote. The trustees will vote any sharesCommon Shares for which they do not receive instructions in the same proportion as they vote the sharesCommon Shares for which they do receive instructions.

Are votes confidential? Who counts the votes?

The votes of all shareholders will be held in confidence from directors, officers and employees of the Company except: (a) as necessary to meet applicable legal requirements and to assert or defend claims for or against the Company; (b) in case of a contested proxy solicitation; (c) if a shareholder makes a written comment on the proxy card or otherwise communicates his or her vote to management; or (d) to allow the independent inspectors of election to certify the results of the vote.

An automated system administered by the Company’s transfer agent tabulates the votes. Each proposal is tabulated separately.

Can I vote my sharesCommon Shares in person at the SpecialAnnual Meeting?

Yes. If you are a shareholder of record, you may vote your sharesCommon Shares at the SpecialAnnual Meeting by completing a ballot at the meeting.

However, if your sharesCommon Shares are held in “street name,” you may vote your sharesCommon Shares in person only if you obtain a nominee-issued proxy from your broker or nominee giving you the right to vote the shares.Common Shares.

Even if you currently plan to attend the SpecialAnnual Meeting, we recommend that you also submit your proxy as described above so that your vote will be counted if you later decide not to attend the meeting.

What are my choices when voting?

In the election of directors, shareholders may vote for all director nominees or may withhold their votes as to one or more director nominees. Shareholders may vote “for,” “against” or abstain from voting with respect to each of the Reverse Share Split Proposal, the Opportunity Waiver LimitationExecutive Compensation Proposal and the AdjournmentRatification Proposal.

What are the recommendations of the Board of Directors on how I should vote my shares?Common Shares?

The Board of Directors recommends that you vote your sharesCommon SharesFOR the Reverse Share Split Proposal,election of each director nominee, the Opportunity Waiver LimitationExecutive Compensation Proposal and the AdjournmentRatification Proposal.

What if I do not specify how I want my sharesCommon Shares voted?

If you return a signed proxy card and do not specify on your proxy card (or when giving your proxy by telephone or over the Internet) how you want to vote your shares,Common Shares, your sharesCommon Shares will be votedFOR the Reverse Share Split Proposal,election of each director nominee, the Opportunity Waiver LimitationExecutive Compensation Proposal and the AdjournmentRatification Proposal.

Can I change my vote?

Yes. You may revoke your proxy at any time by any of the following means:

What percentage of the vote is required to approve the Reverse Share Split Proposal?election of each director nominee?

Pursuant toAssuming the Texas Business Organizations Code (“TBOC”)presence of a quorum, the seven director nominees who receive the most votes from the holders of the Common Shares for their election will be elected (i.e., the affirmative vote ofby the holders of at least two-thirdsa plurality of the outstanding Common Shares entitled to vote on the subject mattervoting at the SpecialAnnual Meeting is required for the election of the director nominees). However, pursuant to approve the Reverse Share Split Proposal.Company’s Corporate Governance Guidelines, in an uncontested election of directors, any director nominee who has a greater number of votes “withheld” from his or her election than votes “for” such election, is required to promptly tender his or her resignation to the Board of Directors following certification of the shareholder vote. The nominating and corporate governance committee of the Board of Directors or, alternatively, a committee of the independent directors of the Board of Directors (which will specifically exclude any director who is required to offer his own resignation), shall recommend to the Board of Directors whether to accept the resignation offer. The Board of Directors will consider and act on the recommendation and will publicly disclose its decision with regard to any resignation offered under these circumstances, including, if applicable, the reasons for rejecting the offered resignation.

What percentage of the vote is required to approve the Opportunity Waiver LimitationExecutive Compensation Proposal?

Pursuant to Article XVIII of our Charter, the affirmative vote of the holders of at least 67% of the outstanding Common Shares entitled to vote on the subject matter at the Special Meeting is required to approve the Opportunity Waiver Limitation Proposal.

What percentage of the vote is required to approve the Adjournment Proposal?

Pursuant to the TBOC, theThe affirmative vote of the holders of a majority of the Common Shares present, in person or by proxy, and entitled to vote on and who voted for, against or expressly abstained with respect to the subject matter at the SpecialAnnual Meeting is required to approve the AdjournmentExecutive Compensation Proposal. This is a non-binding advisory vote.

What percentage of the vote is required to approve the Ratification Proposal?

The affirmative vote of the holders of a majority of the Common Shares present, in person or by proxy, and entitled to vote on the subject matter at the Annual Meeting is required to approve the Ratification Proposal.

How are votes withheld, abstentions and broker non-votes treated?

Abstentions or votes withheld are included in the determination of the number of sharesCommon Shares present for determining a quorum atfor all proposals. Votes withheld will have no effect with respect to the Special Meeting.election of directors except that if a director nominee in an uncontested election receives a greater number of votes “withheld” than votes “for” his election, the nominee will be required to tender his resignation to the Board of Directors for consideration in accordance with the voting policy in the Company’s Corporate Governance Guidelines, which is described under “—What percentage of the vote is required to approve the election of each

director nominee?” and “Election of Directors (Proposal 1).” An abstention will have no effect on the election of directors but will have the same effect as a vote cast against the Reverse Share Split Proposal, the Opportunity Waiver LimitationExecutive Compensation Proposal and the AdjournmentRatification Proposal.

Broker non-votes are included in the determination of the number of sharesCommon Shares present for determining a quorum at the Special Meeting.meeting. Broker non-votes will have the same effect as a vote cast against the Opportunity Waiver Limitation Proposal. A broker non-vote will have no effect on the Adjournmentelection of directors and the Executive Compensation Proposal. Broker non-votes are not applicable to the Reverse Share SplitRatification Proposal.

If the Reverse Share Split Proposal is approved by the Company’s shareholders, is the Company required to effect the Reverse Share Split and the Authorized Share Reduction?

No. The Board of Directors has the sole authority to determine whether or not to effect the Reverse Share Split and the Authorized Share Reduction, even if the Reverse Share Split Proposal is approved by our shareholders. If the Reverse Share Split Proposal is approved by our shareholders, the Board of Directors will make a determination as to whether effecting the Reverse Share Split and the Authorized Share Reduction is in the best interests of the Company and our shareholders. In making its determination, the Board of Directors will consider, among other things:

If the shareholders approve the Reverse Share Split Proposal and the Board of Directors decides to effect the Reverse Share Split and the Authorized Share Reduction, the Board of Directors will have the sole authority to determine the timing of filing the amendment to our Charter to effect the Reverse Share Split and the Authorized Share Reduction.

When will the Reverse Share Split and the Authorized Share Reduction become effective?

If the Reverse Share Split Proposal is approved by our shareholders, the Reverse Share Split and Authorized Share Reduction will become effective upon the filing of the amendment to our Charter with the Secretary of State of the State of Texas. However, notwithstanding approval of the Reverse Share Split Proposal by our shareholders, the Board of Directors will have the sole authority to elect whether or not and when to amend our Charter to effect the Reverse Share Split and the Authorized Share Reduction.

How will fractional shares resulting from the Reverse Share Split be treated?

We do not intend to issue fractional shares in connection with the Reverse Share Split. To the extent the Reverse Share Split would result in a shareholder owning a fractional Common Share, such fractional share will be rounded up to the nearest whole Common Share.

How will the Reverse Share Split impact the voting rights of shareholders?

The Reverse Share Split will affect all of our shareholders uniformly and will not change any shareholder’s percentage ownership interest in the Company, except to the extent that the Reverse Share Split would result in the rounding up of fractional shares.

When will the Opportunity Waiver Limitation become effective?

If the Opportunity Waiver Limitation Proposal is approved by our shareholders, the Opportunity Waiver Limitation will become effective upon the filing of the amendment to our Charter with the Secretary of State of the State of Texas. It is currently anticipated that, if the Opportunity Waiver Limitation Proposal is approved by our shareholders, we will file the amendment to our Charter to effect the Opportunity Waiver Limitation promptly after obtaining such approval.

Is any proposal conditioned upon the approval of another proposal?

No, none of the proposals presented at the SpecialAnnual Meeting isare conditioned upon the approval of any other proposal. As a result, if our shareholders do not approve the Reverse Share Split Proposal but approve the Opportunity Waiver Limitation Proposal, the Board of Directors will have the discretion to file the amendment to our Charter to effect the Opportunity Waiver Limitation with the Texas Secretary of State. Similarly, if the Opportunity Waiver Limitation Proposal is not approved by our shareholders but the Reverse Share Split Proposal is approved, the Board of Directors will have the discretion to file the amendment to our Charter to effect the Reverse Share Split and the Authorized Share Reduction with the Texas Secretary of State.

If I am a holder of Common Shares with shares represented by share certificates, should I send in my share certificates now?

NO, SHAREHOLDERS OF THE COMPANY SHOULD NOT SEND SHARE CERTIFICATE(S) WITH THEIR PROXY CARD(S). If the Reverse Share Split is completed, our transfer agent will send our shareholders written instructions for sending in their share certificates or, in the case of shares held electronically in “book-entry” form, for surrendering their book-entry shares.

Who are the proxy solicitors, what are the solicitation expenses and who pays the cost of this proxy solicitation?

Our Board of Directors is asking for your proxy, and we will pay all of the costs of asking for shareholder proxies. We have hired D.F. King & Co., Inc. (“D.F. King”) to help us send out the proxy materials and to solicit proxies. D.F. King has agreed to provide us with consulting and analytic services and solicitation services for banks, brokers, institutional investors and individual shareholders. D.F. King’s fee for these services is $5,000,$5,500, plus reimbursement of reasonable out-of-pocket expenses, including telephone calls. We have agreed to indemnify D.F. King against certain liabilities and expenses, including liabilities under the federal securities laws. We can ask for proxies through the mail or personally by telephone or the Internet. We will also reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding solicitation materials to the beneficial owners of Common Shares. We may use officers and employees of the Company to ask for proxies, as described below.

Do I have any dissenters’ or appraisal rights with respect to any of the matters to be voted on at the SpecialAnnual Meeting?

No. Texas law does not provide shareholders any dissenters’ or appraisal rights with respect to the matters to be voted on at the SpecialAnnual Meeting.

Is this proxy statement the only way that proxies are being solicited?

No. In addition to the solicitation of proxies by use of the mail, officers and employees of the Company may solicit the return of proxies by mail, telephone, facsimile or e-mail or through personal contact. These officers and employees will not receive additional compensation but will be reimbursed for out-of-pocket expenses. Brokerage houses and other custodians, nominees and fiduciaries, in connection with Common Shares registered in their names, will be requested to forward solicitation materials to the beneficial owners of Common Shares.

Are there any other matters to be acted upon at the SpecialAnnual Meeting?

Management does not intend to present any business for a vote at the SpecialAnnual Meeting other than the matters set forth in the Notice and has no information that others will do so. If other matters requiring a vote of the shareholders properly come before the SpecialAnnual Meeting, it is the intention of the persons named in the accompanying form of proxy to vote the shares represented by the proxies held by them in accordance with applicable law and their discretion on such matters.

Where can I find voting results?

The Company expects to publish the voting results in a Current Report on Form 8-K to be filed with the SEC within four business days after the SpecialAnnual Meeting.

Who can help answer my questions?

The information provided above in this “Question and Answer” format is for your convenience only and is merely a summary of the information contained in this proxy statement. We urge you to carefully read this entire proxy statement and the documents we refer to in this proxy statement. If you have any questions, or need additional materials, please feel free to call our proxy solicitor, D.F. King, toll-free at (866) 745-0270.

APPROVALELECTION OF THE AMENDMENT TO THE COMPANY’S CHARTER TO EFFECT THE REVERSE SHARE SPLIT AND PROPORTIONALLY REDUCE THE NUMBER OF AUTHORIZED COMMON SHARESDIRECTORS

(Proposal 1)

Background and Proposed AmendmentsThe Board of Directors is currently comprised of seven directors. The Board of Directors has nominated seven directors for election at the Annual Meeting by the shareholders (the “Director Nominees”).

Our Charter currently authorizesPursuant to a letter agreement that the Company entered into with funds managed by Oaktree Capital Management, LP (“Oaktree” and together with the managed funds, the “Oaktree Funds”) in March 2007, Oaktree has the right to issuenominate one director for election at any annual meeting of shareholders, provided that Oaktree’s nomination right is contingent upon Oaktree beneficially owning at least 10,000,000 Common Shares. As of the Record Date, Oaktree owned in excess of 10,000,000 Common Shares. As a totalresult, Mr. Ford has been nominated by Oaktree, as well as by our Board of 790.0 million sharesDirectors, for election at the Annual Meeting.

Pursuant to a letter agreement that the Company entered into with Energy Strategic Advisory Services LLC (“ESAS”), a wholly owned subsidiary of capital stock, consistingBluescape Resources Company LLC (“Bluescape”), in September 2015, ESAS has the right to nominate one director for election, which shall be Mr. Wilder, at any annual or special meeting of 780.0 million Common Shares, par value $0.001 per share,shareholders held for the purpose of electing directors until September 8, 2019. As a result, Mr. Wilder has been nominated by ESAS, as well as by our Board of Directors, for election at the Annual Meeting.

Set forth below are the seven Director Nominees to be elected by the shareholders to serve until the Annual Meeting of Shareholders in 2017 or until their respective successors have been duly elected and 10.0 million sharesqualified. Shareholders will be unable to vote the proxies mailed with this proxy statement for more than seven persons.

Vote Required

To be elected as a director, each Director Nominee must receive a plurality of preferred stock, par value $0.001 per share.

On September 10, 2015, subjectthe votes cast by the shareholders entitled to shareholder approval,vote for the election of directors. However, pursuant to the Company’s Corporate Governance Guidelines, in an uncontested election of directors, any Director Nominee who has a greater number of votes “withheld” from his election than votes “for” such election (a “Majority Withheld Vote”) is required to promptly tender his resignation from the Board of Directors approved an amendmentfollowing certification of the shareholder vote. The nominating and corporate governance committee will consider the resignation offer and recommend to our Charterthe Board of Directors whether to accept such resignation. However, if each member of the nominating and corporate governance committee received a Majority Withheld Vote at the discretionsame election, then the independent directors who did not receive a Majority Withheld Vote shall appoint a committee amongst themselves and recommend to the Board of Directors whether to accept such resignation. Further, if the only directors who did not receive a Majority Withheld Vote in the same election constitute two or fewer directors, all directors may participate in the action regarding whether to accept the resignation offers. The Board of Directors will act upon a recommendation within 90 days following certification of the shareholder vote and will promptly disclose its decision whether to accept a director’s resignation offer (and, if applicable, the reasons for rejecting the resignation offer) in a press release. Should any Director Nominee become unable or unwilling to accept nomination or election, the proxy holders may vote the proxies for the election, in his or her stead, of any other person the Board of Directors may nominate or designate. Each Director Nominee has expressed his intention to serve the entire term for which election is sought.

Directors and Nominees

The following table sets forth the name, age and positions of each Director Nominee, each of whom is currently serving on our Board of Directors:

The biographies of the Director Nominees, each of whom is currently serving on our Board of Directors, are as follows:

Jeffrey D. Benjaminbecame one of our directors in October 2005. Mr. Benjamin previously served as our non-executive Chairman of the Board of Directors (i) effect the Reverse Share Splitfrom November 2013 to September 2015 and as a director from August 1998 through July 2003 and a director of our parent holding company from July 2003 through its merger into us. Since June 2008, Mr. Benjamin has been a Senior Advisor to Cyrus Capital Partners, LP (“Cyrus Capital Partners”). Mr. Benjamin also serves as a Consultant to Apollo Management, LP (“Apollo Management’) and from September 2002 until June 2008, Mr. Benjamin was a Senior Advisor to Apollo Management. With his history at Apollo Management and Cyrus Capital Partners, Mr. Benjamin has extensive financial, capital markets and strategic experience. Mr. Benjamin is currently a director of American Airlines Group Inc., Caesars Entertainment Corporation and Chemtura Corporation and Chairman of the Common Shares atBoard of Directors of A-Mark Precious Metals, Inc. During the past five years, Mr. Benjamin also served on the board of directors of Spectrum Group International, Inc. In connection with his service as a ratiodirector of between 1-for-2nine public companies other than EXCO over the past ten years, Mr. Benjamin has served on five compensation committees (including two as chairman), five audit committees and 1-for-10, including shares held byfive nominating and corporate governance committees (including two as chairman), all of which provide him with important insights into corporate governance, financial reporting and oversight, executive compensation and board functions. In addition, Mr. Benjamin has deep knowledge of the Company and its business, having served on our and our affiliates’ boards since October 2005 and prior to that from 1998 through 2003. Mr. Benjamin holds a Master of Science (MBA) in Management from the Sloan School of Management at Massachusetts Institute of Technology, with a concentration in Finance, and has 28 years of investment banking and investment management experience.

B. James Ford was elected to our Board of Directors in December 2007. Mr. Ford has been a Senior Advisor of Oaktree since 2016. Prior thereto, Mr. Ford was Managing Director and Portfolio Manager of Oaktree’s Global Principal Group where he was responsible for overseeing all activities of the Global Principal Group, including investment commitments and approvals, client relations and administrative and personnel-related matters. Mr. Ford joined Oaktree in 1996, and was involved in sourcing and executing a number of the firm’s most significant investments and led the group’s efforts in the media and energy sectors prior to being named a portfolio manager in 2006. Mr. Ford has worked extensively with a variety of Oaktree portfolio companies, including serving on the Boards of Directors of Dial Global, Inc., Contango Oil & Gas Company, Townsquare Media, Inc. and Crimson Exploration Inc. (prior to its merger with Contango Oil & Gas Company), as treasury shares,well as numerous private companies. Mr. Ford earned a B.A. in Economics from the University of California at Los Angeles and an M.B.A. from the Stanford University Graduate School of Business. He serves as an active member of the Board of the Children’s Bureau and the Advisory Council of the Stanford Graduate School of

Business. Through his role at Oaktree and his service as a director of multiple public and private companies, Mr. Ford brings to our Board of Directors investment and financial experience, experience analyzing risks and strategy of energy investments, and guidance regarding corporate governance matters.

Samuel A. Mitchell became one of our directors in June 2013. Mr. Mitchell has served as a director of Overstock.com, Inc. since October 2010. Mr. Mitchell was formerly a director of International Coal Group, Inc. from 2006 until its acquisition in 2011. Since 2004, Mr. Mitchell has been a Managing Director of Hamblin Watsa Investment Counsel (“Hamblin Watsa”), a wholly owned subsidiary of Fairfax Financial Holdings, Inc. (“Fairfax Financial”), a Toronto-based property and casualty insurance holding company. Hamblin Watsa is responsible for managing the investments of Fairfax Financial. From 2005 to 2007, Mr. Mitchell was a director of Odyssey Re Holdings Corp., a majority-owned subsidiary of Fairfax Financial that is an underwriter of property and casualty treaty and facultative reinsurance. Prior to joining Hamblin Watsa, Mr. Mitchell was Managing Director and co-founder in 1993 of Marshfield Associates, a Washington, D.C.-based investment counsel firm. Mr. Mitchell also has experience in the healthcare industry, having served as a Director of Research and Federal Relations for the Federation of American Health Systems from 1983 to 1993, and as Director of Research for the Health Industry Manufacturers Association from 1977 to 1981. In 1973, he co-founded Research from Washington, which advised large institutional investors on the outlook and economic impact of legislation and federal government initiatives. Mr. Mitchell started his career in 1968 with the exact ratioWashington, D.C.-based investment counsel firm, Davidge and Co. He has a B.A. from Harvard College and an M.B.A. from Harvard Business School. Mr. Mitchell’s experience as Managing Director of Hamblin Watsa, and his four decades of business experience provide him with extensive investment, capital markets and financial experience as well as important insights into financial reporting, oversight and Board functions.

Wilbur L. Ross, Jr.became one of our directors in March 2012. Mr. Ross is the Founder, Chairman and Chief Strategy Officer of WL Ross & Co. LLC (“WL Ross”), a private equity firm. Mr. Ross was also formerly the Chief Executive Officer of WL Ross prior to April 30, 2014 when he became its Chairman and Chief Strategy Officer. In March 2014, Mr. Ross became the Chairman and Chief Executive Officer of WL Ross Holding Corp, a special purpose acquisition company. Mr. Ross is currently a member of the board of directors of ArcelorMittal, the world’s largest steel and mining company; DSS Holdings LP, a shipping transportation company; Sun Bancorp, Inc.; and the Bank of Cyprus. Mr. Ross formerly served as a member of the board of directors of many banks, financial and other companies, including but not limited to, The Governor and Company of the Bank of Ireland, a commercial bank in Ireland until June 2014, BankUnited, Inc. until March 2014; Talmer Bancorp., Assured Guaranty, an insurance company, International Textile Group, NBNK Investments PLC, PB Materials Holdings, Inc., Ohizumi Manufacturing, Ocwen Financial Corp., Navigator Holdings, a marine transport company, and International Automotive Components until November 2014; Plascar Participacoes SA, a manufacturer of automotive interiors, until January 2014 and Air Lease Corporation, an aircraft leasing company from 2010 to December, 2013; International Coal Group from April 2005 to June 2011, Montpelier Re Holdings Ltd., a reinsurance company, from 2006 to March 2010; The Greenbrier Companies, a supplier of transportation equipment and services to the railroad industry from June 2009 until January 2013. Mr. Ross was Executive Managing Director of Rothschild Inc. for 24 years before acquiring that firm’s private equity partnerships in 2000. Mr. Ross is a graduate of Yale University and of Harvard Business School. Through the course of Mr. Ross’ career, he has served as a principal financial adviser to, investor in, and director of various companies across the globe operating in diverse industries, and he has assisted in restructuring more than $400 billion of corporate liabilities. Mr. Ross possesses unique skills, qualities and experience, as evidenced by his background, which we believe adds significant value to board discussions and to our success.

Jeffrey S. Serota became one of our directors in March 2007. Mr. Serota previously served as a director of EXCO Resources and EXCO Holdings from July 2003 until October 2005. He served as a Senior Partner of Ares Management LLC (“Ares”), an alternative asset investment firm, from September 1997 until his retirement in December 2012. Mr. Serota subsequently served as a Senior Advisor to Ares until December 31, 2013. Prior to joining Ares, Mr. Serota worked at Bear Stearns Companies, Inc. from March 1996 to September 1997, where he specialized in providing investment banking services to financial sponsor clients of the firm. He currently serves

on the board of directors of SandRidge Energy, Inc. and CIFC Corp. and previously served on the board of directors of Lyondell Basell Industries N.V. from May 2010 to May 2011, Douglas Dynamics, Inc. from 2004 until October 2010 and WCA Waste Corporation from September 2006 until March 2012. Mr. Serota has over 20 years of experience managing investments in, and serving on the boards of directors of, companies operating in various industries, including in the oil and natural gas exploration and production industry. Mr. Serota’s background and experience provide him with extensive investment, capital markets and strategic experience, as well as important insights into corporate governance, financial reporting and oversight, executive compensation and board functions. Mr. Serota received a Bachelor of Science degree in Economics from the University of Pennsylvania’s Wharton School of Business and received a Master of Business Administration degree from UCLA’s Anderson School of Management.

Robert L. Stillwell became one of our directors in October 2005. Mr. Stillwell served as the General Counsel of BP Capital, L.P., Mesa Water, Inc. and affiliated companies engaged in the petroleum business from 2001 until he retired in March 2013. Mr. Stillwell was a lawyer and Senior Partner at Baker Botts LLP in Houston, Texas from 1961 to 2001. He also served as a director of Mesa Petroleum Co. and Pioneer Natural Resources Company from 1969 to 2001. Mr. Stillwell’s background and experience provide him with extensive knowledge of the oil and natural gas industry as well as significant legal experience and important insights into corporate governance, executive compensation and board functions.

C. John Wilder became one of our directors and Executive Chairman of the Board of Directors in September 2015. Mr. Wilder is also the Executive Chairman and member of Investment Committee of three investment vehicles: (i) Bluescape; (ii) Parallel Resource Partners; (iii) and Bluescape Energy Partners. Mr. Wilder serves on the boards of directors of several portfolio companies. Mr. Wilder started in the energy business in Texas over 35 years ago with the Royal Dutch/Shell Group, where he rose to the position of chief executive officer of Shell Capital in London. Thereafter, in executive roles at TXU Corp. and Entergy Corporation, Mr. Wilder spearheaded the industry’s two most successful total financial and operational turnarounds. For his achievements at TXU, the Harvard Business Review named Mr. Wilder twice as one of the Best-Performing CEOs in the World, ranking 24th among 2,000 CEOs from publicly traded companies in 33 countries in 2010 and 74th among 3,143 CEOs, from publicly traded companies in 50+ countries in 2013. No other United States’ power company executive was honored in either of these rankings. During Mr. Wilder’s leadership, TXU delivered 65% annualized returns to shareholders and ranked 5th best among the S&P 500. Mr. Wilder was named Ten Best CEOs in America by Institutional Investor in 2004 and was named Best CEO and CFO in the Electric Power Sector by Institutional Investor in all the years he was in the power industry. Mr. Wilder is a Trustee of Texas Health Resources and is a past member of the National Petroleum Council, a Secretary of Energy Appointment. A native of Missouri, Mr. Wilder graduated magna cum laude from Southeast Missouri State University with a bachelor’s degree in business administration, and he has received the university’s Distinguished Alumni Award. He earned a master’s degree in business administration from the University of Texas.

THE BOARD OF DIRECTORS RECOMMENDS THAT

SHAREHOLDERS VOTE “FOR” EACH DIRECTOR NOMINEE

FOR ELECTION TO THE BOARD OF DIRECTORS.

Board Committees and Meetings

Our Board of Directors has an audit committee, a compensation committee and a nominating and corporate governance committee.

Audit Committee. The audit committee of our Board of Directors recommends the appointment of our independent registered public accountants, reviews our internal accounting procedures and financial statements

and consults with and reviews the services provided by our independent registered public accountants, including the results and scope of their audit. The audit committee is currently comprised of Messrs. Benjamin (chair), Serota and Stillwell, each of whom is independent within such Range to be determinedthe meaning of applicable SEC and NYSE rules. During 2015, Mr. Mitchell also served on our audit committee, but resigned on October 19, 2015 in connection with the closing of our 12.5% senior secured second lien term loan with certain affiliates of Fairfax Financial in the aggregate principal amount of $300 million (the “Fairfax Term Loan”). The Board of Directors has designated Mr. Benjamin as the audit committee financial expert, as currently defined under the SEC rules implementing the Sarbanes-Oxley Act of 2002. See “—Corporate Governance—Director Independence.” We believe that the composition and functioning of our audit committee complies with all applicable requirements of the Sarbanes-Oxley Act of 2002, as amended, as well as NYSE and SEC rules and regulations. The audit committee held eight meetings during the fiscal year ended December 31, 2015.

The audit committee operates under a formal charter adopted by the Board of Directors that governs its duties and conduct. Copies of the Companycharter can be obtained free of charge from the Company’s website at its discretion,www.excoresources.com or by contacting us at the address appearing on the first page of this proxy statement to the attention of Secretary or by telephone at (214) 368-2084.

Compensation Committee. The compensation committee of our Board of Directors reviews and (ii) effect a proportional reductionrecommends to our Board of Directors the compensation and benefits for all of our executive officers, administers our stock plans and establishes and reviews general policies relating to compensation and benefits for our employees. The compensation committee is currently comprised of Messrs. Stillwell (chair), Benjamin, Ford, Ross and Serota, each of whom is independent within the meaning of applicable NYSE rules. During 2015, Mr. Mitchell also served on our compensation committee, but resigned on October 19, 2015 in the number of authorized Common Shares from 780.0 million Common Shares to between approximately 390.0 million Common Shares and 78.0 million Common Shares. The purposeconnection with our incurrence of the Reverse Share Split is to increase the per share market price of our Common Shares in order to maintain its listingFairfax Term Loan. During 2015, each director who served on the NYSE. The Reverse Share Split is not intendedcompensation committee other than Messrs. Mitchell and Ross was a “non-employee director” as and will not have the effect of, a “going private transaction” covered bydefined in Rule 13e-3 promulgated16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Other than the proposed decrease in the number of authorized Common Shares, these amendments are not intendedMessrs. Mitchell and Ross recused themselves from equity compensation decisions related to modify the rights of existing shareholdersany insiders during 2015, and Mr. Ross intends to recuse himself from any such decisions for so long as he has any interest in any material respect.

Ifrelated party transactions that we are required to disclose pursuant to Item 404 of Regulation S-K. Each member of the Reverse Share Split Proposalcompensation committee is approved byalso an “outside director” as defined for purposes of 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). See “—Corporate Governance—Director Independence.” We believe that the composition and functioning of our shareholderscompensation committee complies with all applicable requirements of the Sarbanes-Oxley Act of 2002, as well as NYSE and SEC rules and regulations. The compensation committee held six meetings during the Reverse Share Split is effected, between every 2 to 10 outstanding Common Shares would be combined and reclassified into one Common Share. Additionally, if the Reverse Share Split Proposal is approved by our shareholders and the Authorized Share Reduction is effected, the number of authorized Common Shares would be proportionally reduced by the Reverse Share Split ratio, resulting in a decrease from 780.0 million authorized Common Shares to between approximately 390.0 million Common Shares and 78.0 million Common Shares.fiscal year ended December 31, 2015.

The actual timing for implementation of the Reverse Share Split and the Authorized Share Reduction would be determinedcompensation committee operates under a formal charter adopted by the Board of Directors based uponthat governs its evaluation as to when such action wouldduties and conduct. Copies of the charter can be most advantageousobtained free of charge from the Company’s website at www.excoresources.com or by contacting us at the address appearing on the first page of this proxy statement to the Companyattention of Secretary or by telephone at (214) 368-2084.

Nominating and its shareholders. Notwithstanding approvalCorporate Governance Committee. The nominating and corporate governance committee of our Board of Directors is responsible for:

The nominating and corporate governance committee currently consists of Messrs. Ford (chair), Benjamin, Ross, Serota and Stillwell, each of whom is independent within the meaning of applicable NYSE rules. During 2015, Mr. Mitchell also served on our nominating and corporate governance committee, but resigned on October 19, 2015 in deciding whether to effect the Reverse Share Split and the Authorized Share Reduction, see “—Determinationconnection with our incurrence of the Reverse Share Split Ratio”Fairfax Term Loan. We believe that the composition and “—Board Discretion to Effectfunctioning of our nominating and corporate governance committee complies with all applicable requirements of the Reverse Share SplitSarbanes-Oxley Act of 2002, as well as NYSE and SEC rules and regulations. See “Corporate Governance—Director Independence.” The nominating and corporate governance committee held four meetings during the Authorized Share Reduction.”fiscal year ended December 31, 2015.

The text of the proposed amendments to the Company’s Charter to effect the Reverse Share Splitnominating and the Authorized Share Reduction is included asAnnex A to this proxy statement (the “Reverse Share Split Charter Amendment”). If the Reverse Share Split Proposal is approvedcorporate governance committee operates under a formal charter adopted by the Company’s shareholders, the Company will have the authority to file the Reverse Share Split Charter Amendment with the Secretary of State of the State of Texas, which will become effective upon its filing; provided, however, that the Reverse Share Split Charter Amendment is subject to revision to include such changes as may be required by the office of the Secretary of State of the State of Texas and as the Board of Directors deems necessarythat governs its duties and advisable.conduct. Copies of the charter can be obtained free of charge from the Company’s website at www.excoresources.com or by contacting us at the address appearing on the first page of this proxy statement to the attention of Secretary or by telephone at (214) 368-2084.

Board of Directors. The Board of Directors has determinedheld 17 meetings during the fiscal year ended December 31, 2015. During 2015, each director attended 75% or more of the aggregate number of meetings held by the Board of Directors and the committees of the Board of Directors on which such director served, if any, during the period for which such person served as a director. We have a policy that these amendments are advisable and inencourages all directors to attend the best interestsCompany’s Annual Meeting of Shareholders. The Company held its Annual Meeting of Shareholders for 2015 on August 5, 2015 (the “2015 Annual Meeting”). One of the six members that were serving on our Board of Directors at that time attended the 2015 Annual Meeting.

Report of the Audit Committee

The following is the report of the audit committee with respect to the Company’s audited financial statements for the fiscal year ended December 31, 2015, which includes the consolidated balance sheets of the Company as of December 31, 2015 and its shareholdersDecember 31, 2014, and has submitted the amendmentsrelated consolidated statements of operations, changes in shareholders’ equity and cash flows for consideration by our shareholders at the Special Meeting.

Reasons for the Reverse Share Split

Our Common Shares are currently listed on the NYSE under the symbol “XCO.” The NYSE imposes certain minimum requirements on us for the continued listing of our Common Shares. Under NYSE rules, a listed company is below compliance standards if the average closing price of one of its listed securities falls below $1.00 per share over a consecutive 30 trading day period.

On July 30, 2015, we received a notice from the NYSE that the average closing price of our Common Shares over the prior 30 consecutive trading days was below $1.00 per share, and, as a result, the price per shareeach of the Common Shares was belowyears in the minimum average closing price required to maintain listing onthree-year period ended December 31, 2015, and the NYSE under Section 802.01C of the NYSE Listed Company Manual.notes thereto. The notice stated that we had six months to regain compliance with the NYSE continued listing standards, or until January 30, 2016, or the NYSE would initiate procedures to suspend and delist the Common Shares. In order to regain compliance with the NYSE continued listing standards, on the last trading dayinformation contained in any calendar month, the Common Shares must have (i) a closing price of at least $1.00 per share and (ii) an average closing price of at least $1.00 per share over the 30 consecutive trading day period ending on the last trading day of such month. If the Company effects the Reverse Share Split, the Common Shares willthis report shall not be deemed to be in compliance if, promptly after“soliciting material” or to be “filed with the Reverse Share Split,SEC” or subject to the price per Common Share exceeds $1.00 per share and remains aboveliabilities of Section 18 of the Exchange Act nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Exchange Act except to the extent that level for at least the following 30 trading days.

If the Company does not regain compliancespecifically incorporates it by January 30, 2016,reference into such filing.

Review and Discussions with Management.

The audit committee has reviewed and discussed the NYSE will provide notice to the Company that its Common Shares are subject to delisting. If our Common Shares are delistedCompany’s audited financial statements with management.

Review and we cannot obtain listing on another major market or exchange, the liquidity of our Common Shares would suffer, and we would likely experience reduced investor interest. Such factors may result in a decrease in the trading price of our Common Shares.Discussions with Independent Registered Public Accounting Firm.

Pursuant to our Services and Investment Agreement, as amended (the “Services and Investment Agreement”), by and between the Company and Energy Strategic Advisory Services LLC (“ESAS”), a wholly owned subsidiary of Bluescape, ESAS provides certain advisory services to the Company in exchange for, among other things, the Company paying a monthly fee to ESAS and issuing ESAS Common Shares and warrants to purchase Common Shares. Additionally, under the terms of the Servicesaudit committee’s charter, the audit committee meets as often as it determines, but no less than once per fiscal quarter. The audit committee has discussed with KPMG LLP the matters required to be discussed by Auditing Standard No. 16, “Communications with Audit Committees,” issued by the Public Company Accounting Oversight Board.

The audit committee has also received written disclosures and Investment Agreement, ESASthe letter from KPMG LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding KPMG LLP’s

communications with the audit committee concerning independence and has agreeddiscussed with KPMG LLP their independence from the Company. The audit committee has also reviewed and discussed the selection, application and disclosure of the critical accounting policies of the Company with KPMG LLP.

Based on the review and discussions referred to make a substantial equity investmentabove, the audit committee recommended to the Company’s Board of Directors that the Company’s audited financial statements be included in the Company by making a certain amount of open market purchasesCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

AUDIT COMMITTEE*

Jeffrey D. Benjamin (Chairman)

Jeffrey S. Serota

Robert L. Stillwell

Director Compensation

The following table provides compensation information for the year ended December 31, 2015 for each non-employee member of our Board of Directors:

2015 FISCAL YEAR DIRECTOR COMPENSATION TABLE

(3)

Represents fees earned for service as non-executive Chairman of the Board of Directors from January 1, 2015 to September 8, 2015, for service as the chairman of our audit committee and for service on the compensation committee and nominating and corporate governance committee. Mr. Benjamin received a fee in the amount of $25,000 per month for his service as non-executive Chairman of the Board of Directors.

Cash Compensation. Our non-employee directors were paid an annual retainer of $40,000 in the year immediately following the closing2015. Our non-executive chairman was paid an additional fee of the transactions contemplated by the Services and Investment Agreement. However, the obligation of ESAS to make this additional investment is contingent on the Common Shares remaining listed on the NYSE. Accordingly, if the Common Shares are delisted, ESAS’ obligation to make this additional investment in the Company will immediately be terminated.

We also believe that delisting from the NYSE could adversely affect the liquidity, marketability and price of our Common Shares, as well as affect our ability to raise capital or pursue strategic restructuring, refinancing or other transactions on acceptable terms, or at all. Delisting from the NYSE could also have other negative results, including the potential loss of confidence by institutional investors. We believe that the NYSE provides a broader market$25,000 per month for our Common Shares than would the alternatives, such as the OTC Bulletin Board or the “pink sheets.” We believe that the Reverse Share Split will increase the trading price of our Common Shares to a level high enough to satisfy the NYSE average minimum closing price requirement for continued listing, and that the Reverse Share Split would be the most effective means available to avoid the delisting of our Common Shares. During the periodhis service from January 1, 2015 through September 9, 2015, the closing price per share8, 2015. The chairs of our Common Shares ranged from a high of $2.54 to a low of $0.48,compensation committee and nominating and corporate governance committee were each paid an additional $10,000 in 2015 and the closing price per Common Share onchair of the Record Dateaudit committee was $                .

In addition, we believe that the Reverse Share Split and the resulting increasepaid an additional $50,000 in the per share price2015. Each non-chair member of our Common Shares could encourage increased investor interestcompensation committee, nominating and corporate governance committee and audit committee was paid an additional $5,000 in 2015. We pay no additional remuneration to our Common Shares and promote greater liquidityemployees serving as directors. All directors, including our employee directors (if any), are reimbursed for our shareholders. A greater price per sharereasonable out-of-pocket expenses incurred in connection with their attendance at meetings of our Common Shares could allow a broader range of institutions to invest in our Common Shares (namely, funds that are prohibited or discouraged from buying stocks with a price below a certain threshold), potentially increasing marketability, trading volume and liquidity of our Common Shares. Many institutional investors view stocks trading at low prices as unduly speculative in nature and, as a result, avoid investing in such stocks. We believe that the Reverse Share Split will provide the Board of Directors flexibility to make our Common Shares a more attractive investment for these institutional investors, which we believe will enhance the liquidity for the holders of our Common Shares and may facilitate future sales of our Common Shares. The Reverse Share Split could also increase interest in our Common Shares for analysts and brokers who may otherwise have policies that discourage or prohibit them in following or recommending companies with low stock prices. Additionally, because brokers’ commissions on transactions in low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the current average price per share of our Common Shares can result in individual shareholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were substantially higher.

Although any increase in the market price of our Common Shares resulting from the Reverse Share Split may be proportionately less than the decrease in the number of outstanding shares, we anticipate that the Reverse Share Split will result in an increase in the average closing price of our Common Shares that will be large enough and continue for a sufficient period to avoid delisting from the NYSE.

Reasons for the Authorized Share Reduction

Our Charter currently authorizes the Company to issue a total of 790.0 million shares of capital stock, consisting of 780.0 million Common Shares, par value $0.001 per share, and 10.0 million shares of preferred stock, par value $0.001 per share. In

connection with the Reverse Share Split, the Board of Directors believes that it is in the best interests of the Company to decrease the authorized number of Common Shares in proportion to the Reverse Share Split ratio, which would reduce the total number of authorized Common Shares to between approximately 390.0 million Common Shares and 78.0 million Common Shares.

Risks Associated with the Reverse Share Split

The Reverse Share Split May Not Increase the Price of our Common Shares over the Long-Term. As noted above, the principal purpose of the Reverse Share Split is to increase the per share market price of our Common Shares above the $1.00 per share minimum average closing price requirement under the NYSE rules. However, the effect of the Reverse Share Split upon the market price of our Common Shares cannot be predicted with any certainty and we cannot assure you that the Reverse Share Split will accomplish this objective for any meaningful period of time, or at all. While we expect that the reduction in the number of outstanding Common Shares will proportionally increase the market price of our Common Shares, we cannot assure you that the Reverse Share Split will increase the market price of our Common Shares by a multiple of the Reverse Share Split ratio, or result in any permanent or sustained increase in the market price of our Common Shares. The market price of our Common Shares may be affected by other factors which may be unrelated to the number of shares outstanding, including the Company’s business and financial performance, general market conditions, and prospects for future success.

The Reverse Share Split May Decrease the Liquidity of our Common Shares.committee meetings. The Board of Directors believes that the Reversehas not made any changes to director compensation for fiscal 2016.

Restricted Share Split may result in an increase in the market price of our Common Shares which could lead to increased interest in our Common Shares and possibly promote greater liquidity for our shareholders. However, the Reverse Share Split will also reduce the total number of outstanding Common Shares, which may lead to reduced trading and a smaller number of market makers for our Common Shares, particularly if the price per share of our Common Shares does not increase as a result of the Reverse Share Split.

The Reverse Share Split May Result in Some Shareholders Owning “Odd Lots” That May Be More Difficult to Sell or Require Greater Transaction Costs per Share to Sell.Grants If the Reverse Share Split is implemented, it will increase the number of shareholders who own “odd lots” of less than 100 Common Shares. A purchase or sale of less than 100 Common Shares (an “odd lot” transaction) may result in incrementally higher trading costs through certain brokers, particularly “full service” brokers. Therefore, those shareholders who own less than 100 Common Shares following the Reverse Share Split may be required to pay higher transaction costs if they sell their Common Shares.

The Reverse Share Split May Lead to a Decrease in our Overall Market Capitalization. The Reverse Share Split may be viewed negatively by the market and, consequently, could lead to a decrease in our overall market capitalization. If the per share market price of our Common Shares does not increase in proportion to the Reverse Share Split ratio, then the value of our Company, as measured by our market capitalization, will be reduced. Additionally, any reduction in our market capitalization may be magnified as a result of the smaller number of total Common Shares outstanding following the Reverse Share Split.

Effects of the Reverse Share Split

Effects of the Reverse Share Split on Issued and Outstanding Shares. If the Reverse Share Split is effected, it will reduce the total number of issued and outstanding Common Shares, including shares held by the Company as treasury shares, by a Reverse Share Split ratio of between 1-for-2 and 1-for-10. Accordingly,. On October 29, 2015, each of our Shareholders will own fewer Common Shares as a resultnon-employee directors received an automatic annual grant of the Reverse Share Split. However, the Reverse Share Split will affect all shareholders uniformly and will not affect any shareholder’s percentage ownership interest in the Company, except to the extent that the Reverse Share Split would result in any shareholder receiving an additional Common Share as a result of rounding up a fractional Common Share. Therefore, voting rights and other rights and preferences of the holders of Common Shares will not be affected by the Reverse Share Split (other than as a result of the treatment of fractional shares). Common Shares issued5,000 restricted shares pursuant to the Reverse Share Split will remain fully paidAmended and nonassessable,Restated 2007 Director Plan (the “Director Plan”) and the par value per Common Share will remain $0.001.

As of the Record Date, the Company had approximately                  million Common Shares outstanding. For purposes of illustration, if the Reverse Share Split is effected at a ratio of 1-for-5, the number of issued and outstanding Common Shares after the Reverse Share Split would be approximately                  million.

Effects of the Reverse Share Split on Outstanding Equity Awards. If the Reverse Share Split is effected, the terms of equity awards under the EXCO Resources, Inc. Amended and Restated 2005 Long-Term Incentive Plan (the “Incentive Plan”), including. On December 4, 2015, our Board of Directors approved an amendment to the Director Plan to replace the automatic annual grants of 5,000 restricted shares to each of our nonemployee directors with automatic annual grants of restricted shares having an aggregate total fair market value of $140,000 per share exercisegrant. An initial award under the amended Director Plan was made to each of our nonemployee directors on December 10, 2015, however the award was for a number of restricted shares having an aggregate total fair market value equal to $134,200, which is equal to $140,000 less the value as of the date of grant of the 5,000 restricted shares previously granted to our nonemployee directors in 2015.

Pursuant to the Director Plan, future automatic annual grants of restricted shares will be made on the second trading day after the press release containing the Company’s third quarter earnings is issued. Such restricted shares will vest on the first anniversary of the date of grant or automatically upon a change in control as defined in the Incentive Plan. However, no shares granted under the Director Plan will vest, and the shares that would otherwise have vested will be forfeited, in any fiscal year in which a director attends less than 75% of the Board of Directors meetings held for that fiscal year. In the event a director ceases to serve as a director for any reason, such director’s unvested restricted shares will be forfeited.

Director Plan. The Director Plan permits non-employee directors who receive fees for their service on the Board of Directors and its committees to make an annual election to receive their fees (i) entirely in cash, (ii) 50% in cash and 50% in our Common Shares or (iii) entirely in our Common Shares. Messrs. Ford, Mitchell, Pickens, Ross, Serota, Stillwell and Wilder elected to receive cash for their service during 2015. For his service during 2015, Mr. Benjamin elected to receive his fees 50% in cash and 50% in our Common Shares. All director fees are paid on a quarterly basis. Payments in the form of our Common Shares are issued as of the payment date, which is the first business day following the end of the fiscal quarter, at the closing price of optionsour Common Shares on the NYSE on that date.

The Director Plan also permits a non-employee director to defer the payment of his or her director fees (employee directors do not receive fees in their capacity as directors). A director may defer the payment of director fees, whether payable in the form of cash or our Common Shares, to (i) a specified date, (ii) his or her termination of service, (iii) the occurrence of a change of control or (iv) the earlier of two or more of those events. This deferral satisfies the requirements of Section 409A of the Code. Mr. Benjamin elected to defer the payment of his 2015 director fees that are paid in our Common Shares under the Director Plan.

Corporate Governance

The Company, with the oversight of the Board of Directors and its committees, operates within a comprehensive plan of corporate governance for the purpose of defining independence, assigning responsibilities, setting high standards of professional and personal conduct and assuring compliance with such responsibilities and standards. The Company regularly monitors developments in the area of corporate governance.

Director Independence

The standards relied upon by the Board of Directors in affirmatively determining whether a director is “independent” in compliance with the rules of the NYSE are comprised, in part, of those objective standards set forth in NYSE rules. In addition, no director will qualify as “independent” unless the Board affirmatively determines that the director has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with us). The following commercial or charitable relationships, although not exclusive, will not be considered to be material relationships that would impair a director’s independence: (a) the director is an executive officer or owns beneficially or of record more than a ten percent equity interest of another company that does business with us or our subsidiaries and the numberannual sales to, or purchases from, us or our subsidiaries are less than five percent of shares issuablethe annual revenues of the company for which he or she serves as an executive officer; (b) the director is an executive officer or owns beneficially or of record more than a ten percent equity interest of another company which is indebted to us or our subsidiaries, or to which we or our subsidiaries are indebted, and the total amount of either company’s indebtedness to the other is less than five percent of the total consolidated assets of the company for which he or she serves as an executive officer; and (c) the director serves as an officer, director or trustee of a charitable organization, and our discretionary charitable contributions to the organization are less than five percent of that organization’s total annual charitable receipts. Any automatic matching by us of employee charitable contributions will not be included in the amount of our contributions for this purpose.

The Board of Directors, in applying the above-referenced standards, has affirmatively determined that our current “independent” directors are Jeffrey D. Benjamin, B. James Ford, Wilbur L. Ross, Jr., Jeffrey S. Serota and Robert L. Stillwell. As part of the Board of Directors’ process in making such determination, each such director provided written assurances that (a) all of the above-cited objective criteria for independence are satisfied and (b) he has no other “material relationship” with us that could interfere with his ability to exercise independent judgment.

In determining that the directors above are “independent,” the Board of Directors considered the transactions, relationships and arrangements described in our prior proxy statements and in this proxy statement under outstanding awards,the headings “—Transactions with Related Persons”, “—Other Relationships with the Company” and “—Directors and Nominees”.

Director Meetings

The Company’s directors held four formal regular meetings independent from management during the year ended December 31, 2015. Prior to Mr. Wilder’s appointment as our Executive Chairman of the Board of Directors on September 8, 2015, Mr. Benjamin acted as chairman at the meetings of the Board of Directors. For the remainder of 2015, Mr. Wilder acted as chairman at the meetings of the Board of Directors.

Director Nomination Policy

The Company has a standing nominating and corporate governance committee consisting entirely of independent directors. Each Director Nominee was recommended to the Board of Directors by the nominating and corporate governance committee for selection.

Although we have no formal policy regarding shareholder nominees, the nominating and corporate governance committee will consider all proposed nominees for the Board of Directors, including those put forward by shareholders in accordance with the procedures set forth in our Third Amended and Restated Bylaws, which require the nominating shareholder to provide timely written notice, including specific information regarding the proposed director, information regarding the nominating shareholder’s ownership of our securities and certain written representations, as described more fully in the Third Amended and Restated Bylaws. In making its recommendations to the Board of Directors, the nominating and corporate governance committee considers, at a minimum, a candidate’s qualification as “independent” under the various standards applicable to the Board of Directors and each of its committees, as well as a candidate’s depth of experience, availability and potential contributions to the diversity of the Board of Directors. The Board of Directors defines diversity as differences of viewpoint, professional experience, education and skills such as a candidate’s range of experience serving on other public company boards, the balance of the business interest and experience of the candidate as compared to the incumbent or other nominated directors, and the ability to fulfill a need for any particular expertise on the Board of Directors or one of its committees. The nominating and corporate governance committee endeavors to consider candidates who represent a mix of backgrounds, diversity of race/ethnicity, gender, age, skills and experiences that enhance the quality of the deliberations and decisions of the Board of Directors, in the context of the perceived needs of the structure of the Board of Directors at that point in time. The Company’s policy against discrimination based on race, gender, ethnicity or other classification applies to the nominating and corporate governance committee’s search for and evaluation of candidates. With respect to incumbent members of the Board of Directors, the committee also considers the performance of each incumbent director. Candidates may come to the attention of the nominating and corporate governance committee from current directors, shareholders, officers or other sources, and the committee reviews all candidates in the same manner regardless of the source of the recommendation. The Board of Directors and the nominating and corporate governance committee aim to assemble a diverse group of candidates and believe that no single criterion such as gender or minority status is determinative in obtaining diversity on the Board of Directors.

Board Leadership Structure

The Board of Directors is committed to promoting effective, independent governance of the Company. The Board of Directors believes it is in the best interests of the shareholders and the Company for the Board of Directors to have the flexibility to select the best director to serve as chairman at any given time, regardless of whether that director is an independent director or the chief executive officer. Consequently, our Corporate Governance Guidelines allow the Board of Directors to determine whether to separate or combine the roles of the chairman and chief executive officer. To help ensure the independence of the Board of Directors from the chairman and chief executive officer, if the chairman is also a member of our management, our Corporate Governance Guidelines require the non-management directors to appoint a lead independent director.

Executive Chairman. On September 8, 2015, in connection with the closing of the transactions contemplated by our services and investment agreement with ESAS, we appointed Mr. Wilder as one of our directors and amended and restated our bylaws to establish the position of Executive Chairman of the Board of Directors and appoint Mr. Wilder to such role. Our amended and restated bylaws provide that the Executive Chairman of the Board of Directors may be proportionally adjusted to maintainelected annually and the approximate economic valueindividual serving in such role shall not have any additional rights, duties or obligations by virtue of such awards.role. In addition, our amended and restated bylaws provide that we will not elect a Chairman of the Board of Directors so long as there is an Executive Chairman of the Board of Directors in office.

Pursuant to our nomination letter agreement with ESAS, ESAS has agreed to cause Mr. Wilder to serve as our Executive Chairman of the Board of Directors until September 8, 2019, subject to Mr. Wilder continuing to

serve as a member of our Board of Directors during such time and certain other limitations. Mr. Wilder was selected to serve as a director and the Executive Chairman of the Board of Directors due to his substantial leadership experience with companies in the exploration and production industry and his experience as a senior executive (including Chief Executive Officer) of two electric utilities. Mr. Wilder is also currently Executive Chairman of Bluescape, Parallel Resource Partners and Bluescape Energy Partners and serves on the boards of directors of several portfolio companies.

Prior to Mr. Wilder’s appointment as our Executive Chairman of the Board of Directors, Jeffrey D. Benjamin, a long-time shareholder and independent director, served as non-executive Chairman of the Board of Directors. The Board of Directors selected Mr. Benjamin to serve as non-executive Chairman beginning in November 2013 based on his extensive knowledge of EXCO and its business, having served on the Board of Directors since October 2005 and prior to that from 1998 through 2003. Mr. Benjamin is also currently a director of American Airlines Group Inc., Caesars Entertainment Corporation and Chemtura Corporation and chairman of the board of directors of A-Mark Precious Metals, Inc.

Lead Independent Director.If in the future the Board of Directors appoints a chairman that is also a member of our management, our non-management directors will appoint a lead independent director. The primary role of the lead independent director would be to ensure independent leadership of the Board of Directors. The lead independent director would have frequent contact with the Executive Chairman of the Board of Directors or Chairman of the Board of Directors, as applicable, the chief executive officer and the other members of our senior management throughout the year. As provided in our Corporate Governance Guidelines, the responsibilities of the lead independent director would be to chair the executive sessions of the independent directors, to facilitate communication among the non-management and independent directors and to act as a liaison between the non-management and independent directors and the chief executive officer. The lead independent director may also perform such other roles and responsibilities as may be assigned by the nominating and corporate governance committee or the full Board of Directors.

During Mr. Benjamin’s service as non-executive Chairman of the Board, the Board of Directors determined not to designate a lead independent director because Mr. Benjamin’s service involved the same responsibilities as a lead independent director. In addition, upon Mr. Wilder’s appointment as Executive Chairman of the Board of Directors, the Board of Directors determined not to designate a lead independent director because Mr. Wilder’s role as Executive Chairman of the Board of Directors is independent from management and involves the same responsibilities as a lead independent director.

Risk Oversight

Our Enterprise Risk Management effort consists of oversight carried out by our audit committee, a management-led Risk Management Committee and various other initiatives carried out by our senior management, each of which is described in more detail below.

Our corporate risk assessment initiative is led by our Director of Internal Audit and aims to identify, monitor and remediate business risks. This initiative includes members of the Company’s senior management team who meet periodically with our Director of Internal Audit to discuss risks and the progress towards remediating those risks. The Director of Internal Audit provides a report to the audit committee on a periodic basis regarding this initiative and the specific risks being discussed.

We have also implemented an Enterprise Risk Management initiative that supplements the corporate risk assessment initiative. Enterprise risk management professionals from KPMG LLP assisted management in the development and organization of this initiative by leveraging their experience advising other companies in the oil and natural gas industry. Senior management and the Director of Internal Audit periodically report to the Board of Directors on this initiative.

We have also formed a Risk Management Committee, which is comprised of our senior management team, to execute oversight responsibilities across the principal areas of corporate credit and risk management. These responsibilities include reviewing and assessing risk with respect to (i) our physical commodity purchase and sale arrangements/counterparties (including end-user contract exposures), transportation and gathering contracts (including firm transportation commitments) and purchase of third party natural gas for resale by us, (ii) our derivative contracts and counterparties, (iii) material corporate purchase commitments (e.g., rig commitments, tubular goods commitments), vendor exposure/concentration and joint interest billing obligations owed by non-operators, and (iv) other risks identified from time to time by the committee. This committee meets on a monthly basis.

Senior management has also formed a committee of senior managers from its finance, treasury, land, business development and operations functions to monitor the Company’s cash balances and upcoming cash funding requirements on a regular basis.

The Board of Directors is responsible for the oversight of our entire Enterprise Risk Management effort, while risks related to accounting and financial matters are the primary responsibility of the audit committee and risks related to executive compensation matters are the primary responsibility of the compensation committee. The periodic risk management initiative reports provided by the Director of Internal Audit and various officers allows the Board of Directors and its committees to stay abreast of the risks identified by management and management’s efforts to remediate and control risk, and provides the Board of Directors with opportunities to discuss risk matters with management on a regular basis. In addition, the totalBoard of Directors leverages the multi-faceted experience and backgrounds of individual board members to probe risk areas and issues with management during Board of Directors meetings.

Codes of Business Conduct and Ethics

We have adopted Corporate Governance Guidelines, a Code of Business Conduct and Ethics, and a Code of Ethics for the Chief Executive Officer and Senior Financial Officers. Copies of the codes can be obtained free of charge from our website, www.excoresources.com, or by contacting us at the address appearing on the first page of this proxy statement to the attention of Secretary or by telephone at (214) 368-2084. We intend to post any amendments to, or waivers from, our Code of Ethics that apply to our chief executive officer or senior financial officers on our website at www.excoresources.com.

Communication with the Board of Directors

Any shareholder or other interested party who desires to make his or her concerns known to an individual director, a committee of the Board of Directors or the entire Board of Directors may do so by mail to: Board of Directors of EXCO Resources, Inc. at 12377 Merit Dr., Suite 1700, Dallas, Texas 75251. The Company’s Secretary shall forward all communications, other than communications that are not properly directed or are frivolous, to the director, specific committee, non-management director or directors, or the entire Board of Directors, as requested in the communications.

Any communications to the Company from one of the Company’s officers or directors will not be considered “shareholder communications.” Communications to the Company from one of the Company’s employees or agents will only be considered “shareholder communications” if they are made solely in such employee’s or agent’s capacity as a shareholder. Any shareholder proposal submitted pursuant to Rule 14a-8 promulgated under the Exchange Act will not be viewed as “shareholder communications.”

Executive Officers

The following table sets forth certain information with respect to our current executive officers.

Harold L. Hickey became our Chief Executive Officer in March 2015 and President in February 2013. Mr. Hickey previously served as Chief Operating Officer from October 2005 until March 2015. From October 2005 until February 2013, Mr. Hickey served as our Vice President and from January 2004 until October 2005, Mr. Hickey served as President of our wholly owned subsidiary, North Coast Energy, Inc. Mr. Hickey was our Production and Asset Manager from February 2001 to January 2004. From April 2000 until he joined us, Mr. Hickey was Chief Operating Officer of Inca Natural Resources Group, L.P., an independent oil and natural gas exploration company. Prior to that, Mr. Hickey worked at Mobil Oil Corporation from 1979 to March 2000.

William L. Boeing became our Vice President, General Counsel and Secretary in April 2006. From October 1980 to March 2006, Mr. Boeing was initially an associate and later a partner at one of our outside law firms, Haynes and Boone, LLP, in Dallas, Texas.

Richard A. Burnett became our Chief Financial Officer on September 1, 2014 and our Vice President and Chief Accounting Officer on March 10, 2014. Mr. Burnett was our Vice President of Special Projects from the time he joined EXCO in November 2013 until March 2014. From April 2001 until joining the Company, Mr. Burnett served as a Partner at KPMG LLP in their energy transactions service practice advising a number of clients in the oil and natural gas exploration and production, oil field services, manufacturing, midstream, refining and utilities industries on, among other things, their financial reporting and securities filing requirements. Mr. Burnett also spent five years at Arthur Andersen LLP prior to joining KPMG LLP. Mr. Burnett is a certified public accountant and received a Bachelor’s degree in Accounting from Texas Tech University.

Harold H. Jameson became our Chief Operating Officer on April 17, 2015. Mr. Jameson most recently served as our Vice President of Development and Production with primary responsibilities including the Company’s horizontal shale development drilling programs in the Haynesville, Eagle Ford and Marcellus assets. Mr. Jameson has served in a Vice President role since March 2011. From August 2008 until March 2011, Mr. Jameson served as General Manager of our East Texas/North Louisiana area with primary responsibility for our Haynesville/Bossier shale horizontal development. Prior to the Haynesville/Bossier shale project, Mr. Jameson served as General Manager of our Vernon Field project. Prior to joining EXCO in April 2007, Mr. Jameson was employed at Anadarko Petroleum Corporation from 1991 to 2007, and during his career he has had multiple responsibilities in technical or leadership roles including asset management, drilling and completions, production engineering, reservoir engineering, economic evaluations and field development in U.S. onshore and international projects.

Compensation Discussion and Analysis

Executive Summary

Named Executive Officers. For purposes of disclosure in this proxy statement, the “Named Executive Officers” for the year ended December 31, 2015 include the following persons:

General Philosophy. We believe that the most effective compensation program is one that is designed to reward all of our employees, including but not limited to, our Named Executive Officers, for the achievement of our short-term and long-term strategic goals using a pay for performance system that ultimately drives toward the achievement of increased total shareholder return. Through this strategy, we seek to closely align the interests of our Named Executive Officers with the interests of our shareholders. Our Named Executive Officers’ total compensation is comprised of a mix of base salary, performance-based cash bonus, long-term incentive compensation, retirement and other benefits and perquisites and other personal benefits intended to fulfill these objectives.

Our compensation committee annually reviews our executive compensation program to determine what changes should be made to the individual components of the program in order to fulfill our objectives. Our compensation committee has taken several significant steps to align our executive compensation program with these objectives over the past several years, including the following:

2015 Business Overview. In 2015, we implemented a strategic improvement plan that incorporated the following focus areas: (i) liability management; (ii) operational performance; (iii) capital deployment; (iv) risk management; (v) portfolio repositioning; and (vi) performance management. We carried out this plan by completing significant transactions to improve our capital structure and provide structural liquidity, including the following:

Our Named Executive Officers were instrumental in arranging and carrying out each of these transactions. As a result of these transactions, we significantly reduced our outstanding debt.

Key Compensation Decisions in 2015. We believe that our compensation for Named Executive Officers for fiscal year 2015 was consistent with the objectives of our compensation philosophy and with our performance, and was also consistent with the purposes of retaining and incentivizing our Named Executive Officers. The key compensation actions taken with respect to our Named Executive Officers in 2015 are summarized below:

Consistency with Compensation Objectives. We believe that the compensation decisions in 2015 were consistent with the objectives of our compensation philosophy because:

Overview of Compensation Program

The compensation committee of our Board of Directors has responsibility for establishing, implementing and continually monitoring adherence with our compensation philosophy. The compensation committee reviews

and recommends to our Board of Directors the compensation and benefits for our executive officers, administers our stock plans and assists with the establishment of general policies relating to compensation and benefits for all of our employees. The compensation committee seeks to ensure that the total compensation paid to our officers is fair, reasonable and competitive. Generally, the types of compensation and benefits provided to our executive officers are similar to those provided to our other officers and managers.

The following discussion summarizes in more detail our executive compensation program, including our compensation objectives and philosophies, the processes and sources of input that are considered in determining compensation for our Named Executive Officers and an analysis of the compensation paid to or earned by our Named Executive Officers in 2015.

Compensation Philosophy and Objectives

We believe that the most effective compensation program is one that is designed to reward all of our employees, not just executives, for the achievement of our short-term and long-term strategic goals.

When establishing total compensation for our Named Executive Officers, our compensation committee has the following objectives:

Over the last several years, our focus was to maximize shareholder value by increasing reserves, production and cash flow in a cost-effective manner through the appraisal and development of the Company’s shale resources, particularly in the Haynesville and Eagle Ford shale formations. Proper development of these shale properties requires personnel with significant technical knowledge and expertise that encompasses analyzing geological and geophysical data and possessing the skills necessary to drill and complete these high-pressure wells to maximize the economic potential. As a result, we have cultivated a skilled workforce with core competencies exploiting and developing complex shale resources. This skilled workforce is integral to the execution of our corporate strategy, particularly during the current depressed commodity price environment.

In 2015, we implemented the use of performance-based PSUs, which represent a non-equity unit with a conversion value equal to the fair market value of our Common Shares on the date of vesting. Under our PSU award agreements, we are required to convert vested PSUs into a cash payment in an aggregate amount equal to the number of vested PSUs multiplied by the fair market value of our Common Shares as of the vesting date. We also continued our philosophy of using restricted shares with significant time and performance-based vesting conditions as an incentive for our officers, including our Named Executive Officers, and our other selected employees primarily because we believe:

During 2015, our compensation committee awarded only time-based restricted share awards and performance-based PSUs to our Named Executive Officers. The performance-based PSUs are structured to incentivize our Named Executive Officers to maximize the long-term value of our Common Shares, with the number of PSUs vesting being determined based on our total shareholder return during the period from the date of grant to the third anniversary of the date of grant. The performance-based PSUs only vest and convert into a cash payment if our percentile rank within a peer group established by the compensation committee equals or exceeds 35% during the measurement period. For additional information concerning these awards, see “Executive Compensation Components—Long-Term Incentive Compensation—Performance Share Units.”

Role of Executive Officers in Compensation Decisions

Our Board of Directors has delegated authority to the compensation committee to make all compensation decisions for our executive officers and approve all grants of equity awards to our executive officers and certain other selected officers. The compensation committee annually reviews the performance of our chief executive officer. In addition, our chief executive officer has historically reviewed the performance of each other executive officer on an annual basis. The conclusions and recommendations based on these reviews, including with respect to salary adjustments and annual bonus award amounts, are determined by the compensation committee. The compensation committee may exercise its discretion in modifying any recommended adjustments or awards to our executives and has the final authority to establish the compensation packages for our executive officers. The compensation committee may delegate authority and responsibilities to subcommittees, as long as such subcommittees consist of not less than two members.

Setting Executive Compensation

Outside Consulting Firm.The compensation committee engaged Frederic Cook beginning in 2013 to conduct annual reviews of our total compensation program for our Named Executive Officers, as well as for other key executives. The compensation committee selected Frederic Cook to provide these services based on, among other things, Frederic Cook’s reputation, substantial insight and experience with executive compensation programs in our industry.

Independence of Consulting Firm. The compensation committee annually reviews the performance, independence and related fees paid to executive compensation consultants and has concluded that our current compensation consultant, Frederic Cook, is independent. During 2015, the Company paid Frederic Cook $106,212 in fees for its executive compensation consulting services.

Peer Group. In making compensation decisions, the compensation committee compares each element of total compensation against a peer group of publicly-traded oil and natural gas companies with similar operations and revenue. The peer group consists of companies against which the compensation committee believes we compete for talent and for shareholder investment. Our peer group in 2015 consisted of the following companies: Bill Barrett Corporation; Carrizo Oil & Gas, Inc.; Comstock Resources Inc.; Laredo Petroleum, Inc.; Magnum Hunter Resources Corporation; Oasis Petroleum Inc.; PDC Energy, Inc.; Penn Virginia Corporation; SandRidge Energy, Inc.; Stone Energy Corporation; Swift Energy Company; Ultra Petroleum Corporation and W&T Offshore, Inc.

In comparing the Company’s executive compensation levels to those of its peer group, the compensation committee looked at base salary, cash incentives, other compensation (which includes restricted shares, RSUs, PSUs, stock options, other types of equity compensation, pensions and perquisites), and total compensation for 2014 (the most recent year for which information regarding the peer group’s executive compensation was available).

Total Direct Compensation. We compete with many larger companies for top executive-level talent. Our compensation committee took into consideration a number of factors when setting and determining the total direct compensation (base salary, cash bonus and the value of the individual’s equity awards granted during that year) for our Named Executive Officers in 2015, including exercise prices for existing stock options and the vesting periods for previously issued restricted share awards and RSUs. Although our compensation committee does not identify specific target ranges for the total direct compensation of each Named Executive Officer, the compensation committee generally sets total direct compensation for our Named Executive Officers between the market median and the seventy-fifth percentile of compensation paid to similarly situated executives of the companies comprising the peer group. The compensation committee determined that the level of 2015 total direct compensation for our Named Executive Officers was appropriate based on an analysis of our peer group’s total direct compensation and other market data that our compensation committee deemed relevant.

A significant percentage of total compensation for our Named Executive Officers is allocated to equity awards as a result of our compensation philosophy described above. Restricted share awards, RSUs and PSUs with significant vesting and other conditions are aimed at ensuring that those executives remain with the Reverse Share Split.Company and are incentivized over a long-term horizon to maximize shareholder value. In addition, the compensation committee considers the Company’s historical burn rate when determining what restricted share awards, performance-based RSUs and performance-based PSUs are appropriate. The Company’s three-year average burn rate (using Institutional Shareholder Services’ methodology) was approximately 2.2%.

There is no pre-established policy or target for the allocation between either cash and non-cash or short-term and long-term incentive compensation for our executive officers. Rather, the compensation committee relies on each committee member’s knowledge and experience as well as information provided by management and the outside consultant to determine the appropriate level and mix of compensation.

Executive Compensation Components

Our executive compensation program consists of various elements of compensation that are intended to work together to provide total compensation that attracts, retains and motivates highly qualified and experienced individuals, ensures that a significant portion of their total compensation is “at risk” in the form of equity compensation and that such compensation represents a competitive compensation package that is consistent with our core values. For the fiscal year ended December 31, 2015, the principal components of compensation for Named Executive Officers were:

Base Salary

We provide Named Executive Officers with a base salary to compensate them for services rendered during the fiscal year. Base salary ranges for Named Executive Officers are determined for each executive based on his position and responsibility by using market and other data that our compensation committee deems relevant.

AsDuring its review of base salaries for executives, the compensation committee primarily considers:

Executive base salary levels are typically reviewed annually by our compensation committee and thereafter during the year if significant changes are made in an executive’s duties or responsibilities. In December 2012, the compensation committee reviewed the annual base salaries for our Named Executive Officers and decided not to make any changes for fiscal 2013. During 2013, the compensation committee increased the base salary of Mr. Hickey to $750,000 in connection with his increased duties and responsibilities upon being appointed our president on February 28, 2013. During 2014, the compensation committee increased Mr. Burnett’s base salary to $475,000 in connection with his appointment as chief financial officer effective September 19, 2014, but did not make any other changes to the base salaries for our other Named Executive Officers. During 2015, the compensation committee increased Mr. Jameson’s base salary to $425,000 in connection with his appointment as chief operating officer, but did not make any other changes to the base salaries for our other Named Executive Officers. The compensation committee has determined not to make any changes to the base salary levels of our Named Executive Officers for 2016.

Management Incentive Plans

Prior to 2013, we typically paid year-end discretionary cash bonuses to each of our Named Executive Officers based on the Company’s performance during the year and an analysis by our compensation committee of our peer group’s total cash compensation and other market data. The payment of any cash bonus to Named Executive Officers was approved by our compensation committee, whose determination was historically based on the overall success of our Company and not as a result of any particular financial, operational or individual performance criteria or target.

2013 Management Incentive Plan.On February 28, 2013, our Board of Directors adopted the 2013 Management Incentive Plan to replace our historical year-end discretionary cash bonuses for our officers, including our Named Executive Officers. The 2013 Management Incentive Plan created an annual incentive pool for the calendar year beginning January 1, 2013 and ending on December 31, 2013 for our Named Executive Officers and certain other officers based on achievement of certain performance measures and the discretion of the compensation committee. In fiscal 2013, we achieved the threshold goal for three of the five performance measures of the Company and the compensation committee’s determination with respect to the discretionary portion of the incentive pool was based primarily on management’s execution of the Company’s strategic goals during 2013. The compensation committee had 45.5 millionthe authority to determine the amounts of the individual awards to eligible employees under the 2013 Management Incentive Plan. The compensation committee approved the payment of the following individual cash bonus awards under the 2013 Management Incentive Plan to our Named Executive Officers that were also our Named Executive Officers during 2013.