-2014 Proxy Statement12

Cabot Oil & Gas Corporation - 2016 Proxy Statement18

Directors and Executive Officers

The following table reports, as of February 1, 2014,2016, beneficial ownership of Common Stock by each director and nominee for director, by each named executive officer listed in the “Summary Compensation Table” below and by all directors, nominees and executive officers as a group. Unless otherwise indicated, the persons below have sole voting and investment power with respect to the shares of Common Stock shownshowed as beneficially owned by them.

-2014 Proxy Statement13

Cabot Oil & Gas Corporation - 2016 Proxy Statement19

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s executive officers and directors to file initial reports of ownership and reports of changes in ownership of Company Common Stock with the SEC and, pursuant to rules promulgated under Section 16(a), such individuals are required to furnish the Company with copies of Section 16(a) reports they file. Based solely on a review of the copies of such reports furnished to the Company, and written representations that those reports accurately reflect all reportable transactions and holdings, all reports required by Section 16(a) were filed in 2013.2015.

CORPORATE GOVERNANCE MATTERS

Board of Directors Independence

The Company’s Corporate Governance Guidelines require that at least a majority of the Company’s directors be independent under the New York Stock Exchange (“NYSE”) listing standards and all other applicable legal requirements. Additionally, all members of the audit committee, compensation committeeAudit Committee, Compensation Committee and corporate governanceCorporate Governance and nominations committeeNominations Committee are required to be independent. The NYSE listing standards include objective tests that can disqualify a director from being treated as independent, as well as a subjective element, under which the Board must affirmatively determine that each independent director has no material relationship with the Company or management. In making its independence determinations, the Board considered all material relationships with each director, and all transactions since the start of 20112013 between the Company and each director nominee, members of their immediate families or entities associated with them.

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

The Board of Directors has determined that each director’s relationship with the Company, with the exception of Mr. Dinges, the Chairman, President and Chief Executive Officer, falls within the categorical standards and that all directors, with the exception of Mr. Dinges, are independent. In making its subjective determination that each non-employee director is independent, the Board reviewed and discussed additional information provided by the directors and the Company with regard to each director’s business and personal activities as they may relate to the Company and the Company’s management. The Board considered the transactions in the context of the NYSE’s objective listing standards, the categorical standards noted above, the additional standards established for members of audit committees, and the SEC, U.S. Internal Revenue Service and NYSE standards for compensation committee members. Some members of the Company’s Board also serve as directors of other entities with which the Company does business. Each of these relationships is reviewed by the Board, which examines the amount of business done by the Company and the other entities and the gross revenue for each of the other entities. This review is for each of the last three fiscal years for which financial data is available. This review applied to Messrs. Best and Ralls. None of these relationships involved payments in excess of the greater of $1 million or 2% of the relevant entity’s consolidated gross revenue for 2011, 2012 or 2013.

-2014 Proxy Statement14

Cabot Oil & Gas Corporation - 2016 Proxy Statement20

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

Board of DirectorsDirector Nominations and Qualifications

Mr. Dinges was chosenUnder its charter, the Corporate Governance and Nominations (“CGN”) Committee seeks out and evaluates qualified candidates to serve onas Board members as necessary to fill vacancies or the additional needs of the Board, and considers candidates recommended by shareholders and management of the Company. The CGN Committee identifies nominees through a number of methods, which may include retention of professional executive search firms, use of publicly available director databases or referral services and recommendations made by incumbent directors. A resume is reviewed and, if merited, an interview follows. Any shareholder desiring to propose a nominee to the Board of Directors andshould submit such proposed nominee for consideration by the CGN Committee, including the proposed nominee’s qualifications, to leadMs. Deidre L. Shearer, Corporate Secretary, Cabot Oil & Gas Corporation, 840 Gessner Road, Suite 1400, Houston, Texas 77024. Shareholders who meet certain requirements specified in our by-laws may also nominate candidates for inclusion in our proxy materials for an annual meeting as described in “General Information.” There are no differences in the Company as Chairmanmanner in which the CGN Committee evaluates nominees for director based on whether the nominee is recommended by a shareholder or the incumbent directors.

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

Board of Directors Diversity

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

Cabot Oil & Gas Corporation - 2016 Proxy Statement21

Board of Directors – Corporate GovernanceOrientation and Nominations Committee” below.Continuing Education

Each new director appointed to fill a vacancy or elected at the annual meeting of stockholders undergoes an orientation program immediately upon joining the Board. The program adopted by the Company includes in-person meetings with the Chairman and CEO and other key officers to discuss Company business and strategy, review of a comprehensive director handbook that encompasses all Board policies and procedures and corporate documents, access to the Board’s portal containing all past board meeting materials and a briefing by the Corporate Secretary as to the legal requirements and obligations of Board membership. New directors will typically attend all Board committee meetings for at least the first year of membership, to familiarize them with the areas of responsibility of each committee. In December 2015, two newly-appointed directors, Ms. Ables and Mr. Boswell, began the director orientation program.

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

Board of Directors Leadership Structure

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

The Chairman and CEO is responsible to the Board for the overall management and functioning of the Company. The Chairman is joined in the leadership of the Board by our Lead Director, Mr. Peacock, who wasis elected by the non-management directors. In February 2015, the CGN Committee recommended and the non-management directors appointed, Mr. Kelley as the Lead Director, replacing Mr. Peacock who served as Lead Director since 2005 and retired from the Board at the 2015 annual meeting. Mr. Kelley has significant board experience and has served on the Company’s Board since 19982003 and on other public company boards, as Lead Directorwell as serving as the Company’s Audit Committee Chairman since 2005.2008. Mr. PeacockKelley performs an important role in the leadership of the Board by presiding at executive sessions of the non-management directors, which are held at each regular Board meeting, and setting the agenda for these sessions. Mr. PeacockKelley also serves as a mentor to Mr. Dinges and as a liaison between Mr. Dinges and the other independent directors. Mr. Peacock’sKelley’s longevity on the Board enhances this leadership role and provides for continuity among the non-employee directors.

-2014 Proxy Statement15

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

Our Board of Directors has determined that its current leadership structure is appropriate. The Board believes that Mr. Dinges, acting in his capacity as CEO of the Company, is well positioned to facilitate communications with the Board of Directors about our business. Mr. Dinges has served in this capacity since May 2002, during which time the Company’s business has undergone signification changes. Only oneNone of the currentreturning independent directors Mr. Peacock, the Lead Director, was serving at that time, so Mr. Dinges provides continuity and historical perspective to the Board. Under Mr. Dinges’ leadership, the Company has grown from a market capitalization of approximately $800 million with operations in onshore Texas and Louisiana Gulf Coast, the Rocky Mountains, the Anadarko Basin and Appalachia to an over $14$7.3 billion market capitalization company as of December 31, 2015, with most of its reserves in the Marcellus Shale area in northeast Pennsylvania. In addition, Mr. Dinges has the full confidence of the Board. For all these reasons, the Board has determined that the most appropriate form of leadership for the Board of Directors currently is for the CEO, who is responsible for the day-to-day operations of the Company, to serve as Chairman, with strong and independent oversight by the Lead Director and the other non-management directors.

Cabot Oil & Gas Corporation - 2016 Proxy Statement22

Board of Directors Oversight of Risk

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

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

Corporate Governance Guidelines

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

-2014 Proxy Statement16

Code of Business Conduct

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

Cabot Oil & Gas Corporation- 2016 Proxy Statement23

Executive Sessions of theAttendance at Board of DirectorsMeetings and Annual Meetings

The Board of Directors generally holds an executive sessionheld six meetings during 2015. All directors attended more than 75% of the non-management and independent directors during each of its regularly scheduled meetings. The executive sessions are presided over by the Lead Director, Mr. Peacock.

Communications with the Board of Directors

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

Corporate Secretary and Managing Counsel

Corporate Legal Department

840 Gessner Road, Suite 1400

Houston, Texas 77024

(281)589-4890

(281)589-4808 (fax)

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

Deidre.Shearer@cabotog.com (email)

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

Annual Meeting Attendancecommittees on which they served.

The Company’s policy is that it expects all members of the Board of Directors to attend the Company’s annual meeting of stockholders. In 2013,2015, all of the continuing members of the Board attended the annual meeting.

Board of Directors and Committee Meeting Attendance

The Board of Directors held six meetings during 2013. All directors attended 100% of the meetings of the Board of Directors and of the committees on which they served.

-2014 Proxy Statement17

Director Compensation

Directors who are employees of the Company receive no additional compensation for their duties as directors. During 2013,2015, non-employee directors’ annual compensation included an annual retainer fee of $75,000 each, payable quarterly, for their service on the Company’s Board of Directors and its committees. The Lead Director received an additional $20,000 annual retainer, the Audit Committee Chairman and Compensation Committee Chairman each received an additional $15,000 annual retainer, the Executive Committee Chairman received an additional $5,000 annual retainer and the remaining committee chairmen received an additional $10,000 annual retainer, each payable quarterly, for this additional service. Additionally, each non-employee director will receive $2,000 for each Board of Directors meeting attended in excess of six in-person meetings per year. The directors did not receive additional meeting fees in 20132015 because they did not attend in excess of six in-person meetings.

In 2013,2015, non-employee directors were also entitled to an annual award of restricted stock units under the 20042014 Incentive Plan, the restrictions on which lapse the date the non-employee director leaves the Board of Directors, with a targeted award value at grant date of $200,000. The restricted stock units are paid cash dividend equivalents in the amount of the cash dividend paid on our outstanding common stock from the date of grant through the date the restrictions lapse. In 2013,2015, these directors each received 7,5207,220 restricted stock units.

Beginning in 2013, Board members had the option of participatingmay participate in the Director Non-Qualified Deferred Compensation Plan, which provides each non-employee director an opportunity to elect each year to take any, or all, of the director’s annual cash retainer and additional fees for serving as lead director or as a committee chairman in restricted stock units, valued at the closing price of the common stock on the date specified in the plan, for thein lieu of a quarterly retainer payment.cash payment of such amounts. The terms of the restricted stock units are the same as those issued annually.

All directors were also reimbursed for travel expenses incurred for attending Board and committee meetings. Spouses of the directors were invited to attend the Board of Director strategy meeting during 2013 and travel expenses incurred by the spouses were reimbursed by the Company. For more information on director compensation, see “Director Compensation Table” below.

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Director Compensation Table

The table below summarizes the total compensation paid to each of the non-employee directors of the Company for the fiscal year ended December 31, 2013. Shares and share prices discussed in this proxy statement have been adjusted to reflect our two-for-one stock split, in the form of a stock dividend, effective as of August 14, 2013.2015.

-2014 Proxy Statement18

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Director Retirement

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

Information on Standing Committees of the Board of Directors

The Board of Directors has five standing committees: the Corporate Governance and Nominations Committee, the Audit Committee, the Compensation Committee, the Safety and Environmental Affairs Committee and the Executive Committee. MembershipInformation on each committee during 2013of the Board’s standing committees as of the date hereof is as discussed below. All standing committees, with the exceptionThe charters of each of the Executive Committee, are composed entirely of independent, non-employee directors.

Corporate Governance and Nominations Committee.The Corporate Governance and Nominations Committee (the “CGN Committee”) is composed of three members: Messrs. Gibbs (Chairman), Peacock and Ralls. During 2013, the CGN Committee held three meetings. Each member of the CGN Committee satisfies the independence requirements of the NYSE listing standards. The CGN Committee Charter is available to shareholdersBoard committees can be found on the Company’s website atwww.cabotog.comby choosing “About Cabot,” and then choosing “Governance.”

Committees

Independent?

2015 Meetings

Dinges

Ables

Best

Boswell

Kelley

Ralls

CGN

Yes

4

C

Audit

Yes

4

C

Compensation

Yes

4

C

Safety

Yes

4

C

Executive

No

0

C

C	– Chairman of committee
	– Member of committee

Corporate Governance and Nominations Committee.The CGNfunction of the Corporate Governance and Nominations (“CGN”) Committee will consider director candidates recommended by shareholders. Underis to assist the Board in fulfilling its responsibility to the stockholders by:

In accordance with its charter, the CGN Committee seeks out and evaluates qualified candidates to serve as Board members as necessary to fill vacancies or the additional needs of the Board, and considers candidates recommended by shareholders and management of the Company. Any shareholder desiring to propose a nominee to the Board of Directors should submit such proposed nominee for consideration by the CGN Committee, including the proposed nominee’s qualifications, to Ms. Deidre L. Shearer, Corporate Secretary, Cabot Oil & Gas Corporation, 840 Gessner Road, Suite 1400, Houston, Texas 77024.

The CGN Committee seeks to select candidates who have personal and professional integrity, who have demonstrated exceptional ability and judgment and who shall be most effective, in conjunction with the other nominees and Board members, in collectively serving the long-term interests of the Company and its shareholders. The CGN Committee’s assessment will include, but not be limited to, considerations of character, judgment, diversity, age, expertise, industry experience, independence, other board commitments and the ability and willingness to devote the time and effort necessary to be an effective board member. The CGN Committee has adopted minimum criteria for Board membership, that include (i) a strong commitment to his/her fiduciary responsibilities to the Company’s shareholders, with no actual or perceived conflict of interest that would interfere with his/her responsibilities to or relationships with the Company’s shareholders, employees, suppliers,which are discussed in more detail at “Director Nominations and customers; (ii) the ability to think strategically and the insight to assist management in placing the Company in a competitive position within the industry; (iii) a record of achievement, and a position of leadership in his/ her field, with the interest and intellect to be able to address energy industry challenges and opportunities; and (iv) the time to attend Board meetings and the

-2014 Proxy Statement19

commitment to devote any reasonable required additional time to deal with Company business.

The CGN Committee generally identifies nominees through recommendations made by incumbent directors. A resume is reviewed and, if merited, an interview follows. A qualified candidate identified by a shareholder follows the same process. There are no differences in the manner in which the CGN Committee evaluates nominees for director based on whether the nominee is recommended by a shareholder or the incumbent directors.Qualifications” above.

Audit Committee.The Audit Committee is composed of three members: Messrs. Kelley (Chairman), Best and Keiser. During 2013, the Audit Committee held four meetings. Each member of the Audit Committee satisfies the financial literacy and independence requirements of the NYSE listing standards. The Board has determined that Mr. Kelley meets the requirements of an “audit committee financial expert” as defined by the Securities and Exchange Commission (the “SEC”). The Audit Committee Charter is available to shareholders on the Company’s website atwww.cabotog.comby choosing “About Cabot,” and then choosing “Governance.”

The function of the Audit Committee is to review and report toassist the Board of Directors with respect to various auditing and accounting matters, including overseeing the integrity of the financial statements of the Company, the compliance by the Company with legal and regulatory requirements, the selection, independence, qualifications, performance and compensation of the Company’s independent auditors and the performance of the Company’s internal audit function.in overseeing:

It is the policy of the Audit Committee to pre-approve all audit, review or attest engagements and permissible non-audit services, including the fees and terms thereof, to be performed by the independent auditors, subject to, and in compliance with, thedeminimisexception for non-audit services described in Section 10A(i)(l)(1)(B) of the Securities Exchange Act of 1934 and the applicable rules and regulations of the SEC.Securities and Exchange Commission (the “SEC”). The Audit Committee has delegated to each member of the Audit Committee authority to pre-approve permissible services to be performed by the independent auditors. Decisions of a member to pre-approve permissible services must be reported to the full Audit Committee at its next scheduled meeting.

Compensation Committee.The Compensation Committee is composed of three members: Messrs. Best (Chairman), Gibbs and Peacock. During 2013, the Compensation Committee held four meetings. Each member of the CompensationAudit Committee satisfies the financial literacy and independence requirements of the NYSE listing standards. The Compensation Committee Charter is available to shareholders onBoard has determined that Mr. Kelley meets the Company’s website atwww.cabotog.comrequirements of an “audit committee financial expert” as defined by choosing “About Cabot,” and then choosing “Governance.”the SEC.

Cabot Oil & Gas Corporation - 2016 Proxy Statement26

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

During 2015, no member of the Compensation Committee was an officer or employee of the Company or any of its subsidiaries, or formerly an officer of the Company or any of its subsidiaries. During 2015, the Company had no compensation committee interlocks.

Safety and Environmental Affairs Committee.The function of the Safety and Environmental Affairs (“S&EA”) Committee is composed of three members: Messrs. Keiser (Chairman), Kelley and Ralls. The function of the S&EA(Safety) Committee is to assist the Board in providing oversight and support of the Company’s safety and environmental policies, programs and initiatives. Among other things, the S&EASafety Committee reviews our compliance with environmental, health and safety laws and regulations, pending legislative and regulatory initiatives, training initiatives and, as needed, consults with outside and internal advisors regarding the management of the Company’s safety and environmental policies, programs and initiatives. During 2013, the S&EA Committee held four meetings.

Executive Committee.The Executive Committee is composed of three members: Messrs. Peacock (Chairman), Dinges and Gibbs. The function of the Executive Committee is to exercise all power and authority of the Board of Directors in the event action is needed between regularly scheduled Board Meetings and a meeting of the full Board is deemed unnecessary, except as limited by the Company’s by-laws or applicable law. During 2013, there were noThe Executive Committee meetings held.did not meet during 2015.

-2014 Proxy Statement20

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COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

This Compensation Discussion and Analysis (“CD&A”) provides stockholders with an understanding of our compensation philosophy, objectives, policies and practices in place during 2013,2015, as well as the factors considered by our Compensation Committee of the Board of Directors in making compensation decisions for 2013.2015. This CD&A focuses on the compensation of our Chief Executive Officer, our Chief Financial Officer and our three other most highly compensated officers for 20132015 (the “NEOs”), namely:

Our compensation plans and practices are designed to align the financial interests of the above NEOs with the financial interests of our shareholders. To that end, we provide our NEOs with a competitive base salary, an annual cash bonus opportunity based on the achievement of specific goals aligned with shareholder value creation and long-term incentives tied to long-term total shareholder return over the long-term and annual cash flow attainment. For the NEOs, in 20132015 the level of at-risk pay ranged from 75%72% to 88%90% of the total annual compensation opportunity, with the CEO having the highest level of at-risk pay.

2013 Financial2015 Performance Highlights

In 2013,2015, we continued to outperform mostface the difficult commodity pricing and capacity environment in our industry that began in 2014, which impacted our overall performance. Over the last two years, we experienced a sharp decline in commodity prices resulting from an oversupply of both crude oil and natural gas. Adding to this dynamic was suppressed demand for natural gas due to a lack of new pipeline takeaway capacity. As a result of this market imbalance, stock prices across the industry continued to fall in 2015, and Cabot’s stock price was no exception. The Company’s fiscal discipline and strong financial position, however, as well the quality of our selectedasset base, place Cabot in a good position to continue to weather these challenges until market conditions improve.

In spite of the continued challenges in the energy industry peer group described belowthat began in the second half of 2014 and continued during 2015, our own prior periodbusiness strategy of delivering value by growing reserves and production in a cost-effective manner continued to deliver solid operational results in 2015. Specifically:

Cabot Oil & Gas Corporation - 2016 Proxy Statement28

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

This substantial growth in reserves and production over the last three years has been accompanied by a 20% decline in our highest productionfinding costs per unit and reserve levelsa 36% decline in company history, achieved with an investment program that added the reserves at our lowest finding cost in more than 20 years. In addition, we were able to further reduce our unittotal operating costs from 2012 levels, marking the fifth consecutive year of reduced unit costs.per unit. These achievements generated stock appreciation of 56%translated into top tier operating performance for this period. As indicated below, during 2013–in the top quartilea five year period, our TSR outpaced an index of our peer group.

2013

Cabot Oil & Gas Corporation - 2016 Proxy Statement29

2015 Compensation Highlights

Compensation outcomes alignedin 2015 rewarded important near-term operating successes while aligning executives with these 2013 achievements include:the same stock price performance results experienced by our long-term stockholders:

At our most recent annual meeting in May 2013, over 96% of the votes cast on the item approved our NEO compensation practices. Due to this strong support, the Compensation Committee of our Board of Directors (“Committee”) determined to continue our 2012 practices unchanged, except for the following enhancements put in place for 2013:

-2014 Proxy Statement21

Philosophy and Objectives of Our Compensation Programs

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

We achieve these objectives by:

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

CEO Compensation and Performance-Based Pay

We have maintained consistent and disciplined performance-based compensation programs for all of our executives. For many years, the Committee has awarded compensation opportunities to our CEO and other executives that require meaningful absolute and relative stock price and financial performance to deliver targeted realized compensation levels. The allocation of 20132015 compensation among salary, short-term incentives and long-term incentives for our CEO and the other NEOs, on ana weighted average basis, reflects this guiding principle, as show below:

CEO		OTHER EXECUTIVES

In 2013,2015, the Committee awarded 60% of each executive’s long-term incentive opportunity in the form of performance shares payable solely on the basis of our total shareholder return relative to our industry peer group over a three year performance period (“TSR performance shares”). The 2013Our TSR performance share award was larger,over the past three years relative to prior years’ awards, due to the elimination in 2013 of SARs, which had represented 20% of the executives’ long-term incentive opportunity since 2004. When the use of SARs was discontinued in 2013, the portion of the long-term incentive opportunity awarded in TSR performance shares increased from 40% to 60%. Our frequent top-quartile TSR performance has oftenour peers generated above-target payments for executives from the TSR performance shares, and

-2014 Proxy Statement22

added significantalthough the underlying value of the shares, and therefore, the value of the award, declined over that period, reflecting the strong correlation of pay to our shareholders.performance of this award. The CEO’s awards and the relative performance achieved for the most recently completed performance period, plus the current ranking for the two remaining unvested awards, are as follows:

Cabot Oil & Gas Corporation - 2016 Proxy Statement30

CEO TSR PERFORMANCE SHARE AWARDS

		Target Value Awarded (1)				Peer Rank Achieved		Percentage of Target Achieved				Award Earned or Estimated Based on Rank Achieved(2)
Performance Period Achieved
2011-2013(3)		$	1,782,401			1stof 15			200	%		$	13,497,129
Performance Periods In Progress(4)
2012-2014		$	1,976,697			1stof 15			200	%		$	8,637,744
2013-2015		$	3,000,043			4thof 15			170	%		$	7,427,346

		Target Value Awarded		Peer Rank Achieved		Percentage of Target Achieved		Earned Award Value
Performance Period Achieved(1)
2013-2015		$3,000,000		6th of 14		140%		$2,741,125

(1)	This performance period ended December 31, 2015. Target value awarded is based on the number of performance shares awarded multiplied by the closing stock price on date of grant.
(2)	Amounts are based on the percentage of target achieved and the appreciation in value of the underlying common stock.
(3)	This performance period ended December 31, 2013.grant, which was $26.62. The earned award value is based on the average of the high and low trading prices of the Company’s common stock on that day,December 31, 2015, which was $38.61.$17.37.

		Grant Date Target Value Awarded		Target Value of Award at December 31, 2015
Performance Periods In Progress(2)
2014-2016		$3,600,000		$1,615,115
2015-2017		$3,900,000		$2,489,744

(4)(2)

These performance periods are in progress; rank, target achieved and estimated awards areprogress. Target value awarded is based on results and closing stock prices through December 31, 2013. Ourthe number of performance shares awarded multiplied by the closing stock price on date of grant. The target value at December 31, 20132015 is based on the Company’s closing stock price on that day, which was $38.76.$17.69. The actual value received by the CEO may be higher or lower than this value, depending on Cabot’s peer rank achieved during the performance period, which affects the number of shares received and the value of the underlying common stock on the last day of the performance period. Cabot’s peer rank for the 2014-2016 award and the 2015-2017 award as of December 31, 2015 was at or near the 50thpercentile of its peer groups for each of those award years. Those peer ranks equate with payouts of 120% and 100%, respectively, of the target number of shares. For more information about the TSR performance shares, see “Executive Compensation – TSR Performance Shares” below.

 

In 2013,2015, we awarded 40% of each executive’s long-term incentive value through hybrid performance shares that require threshold achievement based on a financial metric (see “Hybrid Performance Shares” below). The hybrid performance shares vest on a three year graduated schedule, with 25% of the award vesting on each of the first two anniversaries of the date of grant and 50% vesting on the third anniversary. To date, all of the CEO’s hybrid performance share awards have satisfied the required performance criteria at their scheduled vesting date.

 

Philosophy and Objectives of Our Compensation Programs

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

•	To align executive compensation with our business strategy;
•	To encourage management to create sustained value for the shareholders while managing inherent business risks;
•	To attract, retain, and engage talented executives; and
•	To support a long-term performance-based culture throughout the Company.

We achieve these objectives by:

•	Assigning the vast majority of NEO compensation to at-risk, performance-based incentive opportunities;
•	Tying incentive plan metrics and goals to shareholder value principles; and
•	Having balanced, open and objective reviews of goals and performance.

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

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Elements of Our Compensation Program

 

We use various components of executive compensation, with an emphasis on variable compensation and long-term incentives. The components of executive compensation are presented in the table below and discussed in more detail later in this section of the proxy statement.

 

Compensation Component		Purpose		Competitive Positioning
Base Salary		Compensation for position, experience, expertise and competencies.		Base salaries are targeted to approximate the compensation peer group median, taking into account the competitive environment, as well as the experience and accomplishments of each executive.
Annual cash incentive bonus		Reward the achievement of annual business objectives,businessobjectives, including: •   Financial Goals (Unit Costs, Finding Costs)goals (unit costs, finding costs) •   Operational Goalsgoals (specific objectives tied to Production Growthtoproduction growth and Reserve Growth)reserve growth) •   Individual objectives aligned with corporate strategycorporatestrategy •   Committee evaluation of qualitative performance qualitativeperformance		Annual bonus opportunities are established as aasa percentage of base salary and are targeted to match industry bonus percentage levels for comparable executive positions.   Realizing target bonus opportunities requires achievingrequiresachieving key annual financial and operating goals aligned with long-term shareholder value creation.valuecreation.

 

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Compensation Component		Purpose		Competitive Positioning
Long-term Incentives		Prominent part of total compensation to maintain alignmentmaintainalignment with shareholder value creation: •   TSR performance Sharesshares (earned and vested basedvestedbased on Total Shareholder Return versus peers)versuspeers) •   Hybrid Performance Sharesperformance shares (time vested and tiedandtied to operating cash flow results) •   Stock Ownership Guidelinesownership guidelines		Long-term incentives are intended to promote long-termpromotelong-term value creation for shareholders and to retain executives through extended vesting periods.vestingperiods.   To place relatively greater emphasis on the importancetheimportance of shareholder return performance, the value of equity awards is generally targeted abovetargetedabove the median of the peer group, although otheralthoughother individual and Company circumstances influencecircumstancesinfluence the award amounts.
Executive Benefits and Perquisites		Comprehensive programs to build financial security, manage personal financial risk and limit Company costs.		Value of benefits and perquisites is generally targeted to be competitive with market levels and comprises a minor component of total compensation.
Total Compensation		Designed to attract, retain, align and engage highly qualified executives, while creating a strong connection to financial and operational performance and long-term shareholder value.		Total compensation is highly correlated with Company and individual performance and is evaluated for its competitiveness when compared to the peer group.

 

In making compensation decisions, the Committee includes comparisons of each element of total compensation against a peer group of publicly-tradedpublicly traded exploration and production companies. In that total, a greater weight is placed on long-term equity awards versus salary and annual cash incentive bonus to foster an environment where stock price appreciation over the long-term is a major executive focus. This focus in turn aligns the interests of the executives with those of the shareholders. The competitive market is determined by reference to the compensation practices of an industry peer group as set forth below.

 

Industry Peer Group

 

The companies chosen by the Committee for theWe use one peer group for both compensation competitive analysis and to measure the relative performance of our TSR performance shares. The Committee chose these companies because they represent our direct competitors of similar size and scope in the exploration and production sector of the energy industry, and include several companies that compete in our core areas of operation for both business opportunities and executive talent. The peer group changes from time to time due to organic changes in the Company or its peers, business combinations, asset sales and other types

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of transactions that cause peer companies to no longer exist or to no longer be comparable. The Committee approves all revisions to the peer group. Based on 20132015 year-end closing market prices, the market capitalization of companies in our industry peer group ranged from approximately $350 million$2.3 billion to $26$18.7 billion. Our market capitalization at 20132015 year-end was approximately $16.3$7.3 billion.

In February 2014,2016, the Committee approvedaffirmed the removalapplication of Berry Petroleum Company and Plains Exploration & Production Company from the peer group because they were no longer in existence due to business combinations. The current peer group forto the 2014 to 2016 - 2018 performance cyclecycle. Our peer group is as follows:

 

•	Antero Resources Corporation	•	Marathon Oil Corporation
•	Chesapeake Energy Company	•	Murphy Oil Corporation
•	Cimarex Energy Company	•	Newfield Exploration Company
•	Concho Resources Inc.	•	Noble Energy Inc.
•	Continental Resources Inc.	•	Pioneer Natural Resources Company
•	Devon Energy Corporation	•	QEP Resources Inc.
• Concho Resources Inc.	• Quicksilver Resources, Inc.
• EQTEncana Corporation	•	Range Resources Corporation
• Exco Resources Inc.	EQT Corporation	•	Southwestern Energy Company
• Newfield Exploration Company	• SM Energy Company
• Noble Energy Inc.	• Ultra Petroleum Corp.
• Pioneer Natural Resources Company	• WPX Energy, Inc.

 

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20132015 Committee Activity

 

During 20132015, the Committee held three regular meetings, one in each of February, July and October. The Committee held a special meeting in early January 20142015 for the purpose of certifying the results for the 2011 to 2013 TSR performance share awards with a performance period of 2012-2014 that vested on December 31, 2013.2014.

 

At the time the 20132015 grants were made and periodically throughout the year, the Committee referenced the Fall 20122014 competitive market study of the peer group by Meridian Compensation Partners, LLC (Meridian), the Committee’s independent compensation consultant. Based on the study and the CEO’s recommendations with respect to the other Company officers, the Committee determined 20132015 salaries, bonus payouts for 20122014 performance, certified the 20122014 results for payouts of one-third of each of the hybrid performance shares granted from 20102012 to 2012,2014, and the annual grant of long-term incentive awards for our officers. A detailed discussion of each item of compensation can be found below under “Elements of Compensation.”

 

Also at the February 20132015 meeting and prior to making any compensation decisions, the Committee reviewed a detailed analysis of wealth accumulationstock ownership and retention levels for each NEO for the period from 2002 to 2012.NEO. The Committee does not use tally sheets, but over the course of the year reviews each element of compensation for the NEOs, including elements of total direct compensation and payments upon severance or change of control, as well as other benefits and perquisites. Lastly, at the February 20132015 meeting, the Committee and the Board of Directors approveddiscussed the 20132015 measurement criteria for the 20132015 cash bonus plan.plan and, after further analysis and review, approved the measurement criteria by written consent in April, 2015.

 

During 2013,2015, the Committee reviewed an analysis prepared by Meridian of 20122014 executive compensation reported by our peer group. From the available 20122014 survey information, the Committee evaluated its compensation decisions relative to our peer group. The Committee also reviewed an analysis prepared and presented by Meridian of current compensation issues and trends, including a 20132015 competitive market study of executive compensation among the peer companies. This analysis, along with other data and reports, is utilized in the Committee’s review of all components of compensation in the following February meeting.

 

Elements of Compensation

 

We believe the following executive compensation policies and programs effectively serve the interests of the shareholders and the Company. The Committee has worked over the years to devise, manage and provide an executive compensation program that designed to meet its intended objectives and contribute to the Company’s overall success.

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Elements of In-Service Compensation

 

There are three major elements of the executive in-service compensation program: (1) base salary, (2) annual cash incentive bonus and (3) long-term incentive equity awards. Company perquisites are a minor element of the executive compensation program. This design generally mirrors the pay practices of the exploration and production industry generally and our selected industry peer group. Our compensation is intentionally weighted toward long-term equity-based compensation. Each element is described below.

 

Mr. Dinges, our Chairman, President and Chief Executive Officer, has a significantly broader scope of responsibilities than the other named executive officers. The difference in compensation for Mr. Dinges described below primarily reflects these differing responsibilities and, except as described below, does not result from the application of different policies or decisions with respect to Mr. Dinges.

 

Base Salary

 

The Committee believes base salary is a critical element of executive compensation because it provides executives with a base level of monthly income. The base salary of each executive, including the NEOs, is reviewed annually by the Committee. The CEO’s salary is established by the Committee (and ratified by the Board of Directors) and the other executives’ salaries are established jointly by the CEO and the Committee. Base salary is targeted for all executive positions near the median level of the peer group. Individual salaries take into account our established salary policies and our current salary budget; the individual’s levels of responsibility, contribution and value to the Company; individual performance; prior relevant experience; breadth of knowledgeknowledge; and internal and external equity issues. Base salary increases from 2012 to 2013In February 2015, the Committee also considered the impact of the low commodity price environment on operating results and cash flow in setting base salaries. The Committee determined that base salaries in 2015 would remain at 2014 levels for all but one of the NEOs ranged from approximately 5% to 18%.NEOs.

 

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Name		2012 Base Salary		2013 Base Salary		2014 Base Salary		2015 Base Salary
Mr. Dinges		$700,000		$825,000		$900,000		$900,000
Mr. Schroeder		$420,000		$450,000		$475,000		$475,000
Mr. Hutton		$320,000		$340,000		$355,000		$355,000
Mr. Stalnaker						$320,000		$350,000
Mr. Cunningham		$320,000		$335,000		$348,000		$348,000
Mr. Stalnaker		$275,000		$300,000

 

In 2013,2015, the Committee reviewed two competitive market studies for compensation of the peer group, prepared by our independent consultant. The Committee noted that Mr. Dinges’ 20132015 base salary of $825,000 was$900,000 and Mr. Schroeder’s 2015 base salary of $475,000 were both between the 25^thand 50^thpercentile of the industry peer group for the 20132015 competitive data. The base salaries of the other NEOs generally matchedranged between the 25^thand 75^thpercentile of the peer group, with individual base salaries varying from the median of peers in total, although individual base salaries variedthe peer group by position due to individual experience in each role and differences in peer organization management structures relative to ours. The Committee views these salary levels as consistent with its compensation philosophy, given the ongoing changes in peer compensation levels and the intention of delivering a relatively higher percentage of NEO compensation through long-term incentives. The Committee took no additional action to revise base salaries during the year.

 

In February 2014,2016, in connection with Mr. Dinges’ performance evaluation and the resultsrecognition of the competitive market studies, Mr. Dinges’ base salary was increased approximately 9%continued depressed realized price for oil and natural gas and its current and future anticipated effect on our industry, as well the positioning of our NEOs’ salaries relative to $900,000, which is slightly aboveavailable 2015 peer benchmarking data, the 50^thpercentile of the industry peer group as measured in 2013. BaseCompensation Committee decided not to increase salaries for the NEOs increased from 4% to 7%2016 for 2014 over 2013 levels.any of our NEOs.

 

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Annual Cash Incentive Bonus

 

The annual cash incentive bonus opportunity is based upon our pay-for-performance philosophy. The opportunity provides the NEOs, as well as other executives and key employees, with an incentive in the form of an annual cash bonus to achieve overall business goals. The bonus opportunity is stated as a percentage of base salary and is set using the Committee’s philosophy to target bonus levels (as a percentage of base salary) consistent with the competitive market for executives in similar positions. Annual bonus opportunities are based on specific goals that are of primary importance to the Company during the coming year and motivate executives to achieve those goals.

 

During 20132015, the bonus opportunity for the NEOs was as follows:

 

Executive		Target Bonus (as a % of Salary)				Target Bonus Value (100%)				Target Bonus (as a % of Salary)				Target Bonus Value (100%)
Mr. Dinges			100	%		$	825,000				125	%		$	1,125,000
Mr. Schroeder			100	%		$	450,000				100	%		$	475,000
Mr. Hutton			70	%		$	238,000				75	%		$	266,250
Mr. Stalnaker											75	%		$	262,500
Mr. Cunningham			70	%		$	234,500				70	%		$	243,600
Mr. Stalnaker			70	%		$	210,000

 

The bonus measurement criteriametrics for 20132015 were unchanged from 2012.2014, although, in recognition of the continued volatile market conditions, the Committee established a range of values rather than a discreet goal for target performance for each metric in 2015. The measurement criteria werebonus plan was designed to emphasize value-generating metrics, to link related metrics together to take into account the interrelated impacts of such metrics on value creation, and to increase the overall payout potential for a breakout year, while reducing overall discretion. Also, the measurement criteria placebonus plan places a cap on the payment for performance for each metric at 275% of target payout, which allows for some additional benefit for above-range performance, but removes the potential of one metric creating a disproportionate payout. The overallbonus plan has a target maximum award payout of 250% of target in the aggregate, but individual awards can vary, at the discretion of the Committee. The metrics, their weightings and the required levelsperformance goals for each level of achievement for specified bonus awardspayout are listed in the table below.

 

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		2013 Bonus Performance Goals (% of Target)																2015 Bonus Performance Goals (% of Target)
		Weighting				0%				100%				200%				Weighting				0%				100%				200%
Reserve Growth			25	%		11%				17%				23%					25	%			3%				7%-10%				15%
Finding Costs (per Mcfe)			15	%		$1.15				$1.00				$0.85					15	%		$	0.94				$0.84-$0.79			$	0.69
Production Growth			25	%		33%				43%				52%					25	%			8%				13%-15%				20%
Unit Costs (per Mcfe)			15	%		$3.25				$3.00				$2.75					15	%		$	2.72				$2.61-$2.56			$	2.45
Strategic Evaluation (Discretionary)			20	%															20	%
			100	%															100	%

 

At the start of each year the bonus criteria targetsmetric performance goals are established with the target level of performance based on the operating budget approved by the Board of Directors. The performance goals for a payout rangesat 200% of target are also created at this same time. Upon completion of each fiscal year, the CEO makes recommendations to the Committee for annual bonuses to be paid to each executive officer (other than the CEO) using the formula established for the program inbonus plan for that year. The Committee references both the CEO’s recommendations and the formulaic output in determining the bonuses to be paid to the NEOs other than the CEO. With respect to the strategic evaluation component, the Compensation Committee evaluates key influences on Company performance not otherwise considered through the metrics. These may include the management of capital spending, environmental and safety performance, net income performance, organizational leadership and other factors the Committee deems to have been important in the prior year’s performance.performance, and may vary from year to year. The Committee follows no formulaic structure relating to these factors. In general, the Committee expects to award the target 20% of the strategic evaluation component in years when the Company meets internal and external performance expectations with respect to these factors, although the strategic component can range from 0% to 55% in the weighting of the bonus awardspayout calculation. Acquisitions and divestitures are

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not part of establishing the target metrics because the Company does not budget these activities. When acquisition or divestiture activity occurs, the Committee assesses its impact and exercises its discretion to adjust for the impact.

 

Additional parameters for the 20132015 annual cash incentive bonus plan include a payout multiplier of 1.5 times for each of two grouped metrics if the grouped metrics both achieve target, subject to the 275% maximum payout per metric. The grouped metrics are (1) Reserve Growth and Finding Costs, and (2) Production Growth and Unit Costs. The Committee established the incentive on the grouped metrics to encourage a balanced approach to achieving operational goals and to discourage over-achievement of one metric in a manner that adversely affects the grouped metric. For example, undisciplined spending on a development program could help achieve the reserve growth metric at levels above target levels, but cause finding costs to increase to unacceptable levels. By grouping the reserve growth and finding costs metrics together, and using a payout multiplier of 1.5 for achieving target in both metrics, the Committee is rewarding efficiency in operations.

 

In 2013,2015, actual performance under these metrics exceeded targets and budget metrics ascompared to established performance goals follows:

 

		Actual Results			Bonus Plan Target  (100%)			Bonus Plan 200%			Actual Results				Bonus Plan Target (100%)			Bonus Plan 200%
Reserve Growth		41.9%			17%			23%				10.7%			7%-10%				15%
Finding Costs (per Mcfe)		$0.55			$1.00			$0.85				$0.57			$0.84-$0.79			$	0.69
Production Growth		54.5%			43%			52%				13.3%			13%-15%				20%
Unit Costs (per Mcfe)		$3.03			$3.00			$2.75				$2.37			$2.61-$2.56			$	2.45

 

Our proved reserves at December 31, 2015 were in excess of 5.48.2 Tcfe, representing reserve growth of 41.9% in 2013.10.7% over 2014. These reserves were added at a very efficient $0.55$0.57 per Mcfe. Production growth of 54.5%13.3% helped drive down unit costs to the lowest level in nine years.since 1998. In reaching a conclusion on the strategic evaluation component of the bonus metrics, the Committee considered that our significantthe Company’s level of outperformance versusperformance in 2015—recording record levels of production and reserves—however, in light of the measurement criteria was supported in factchallenging macro environment for the oil and gas industry, applied negative discretion to reduce the payout that would have been dictated by the corresponding substantial increasebonus formula. In so doing, the Committee evaluated the strategies utilized by the executive team to maximize the Company’s financial and operational results for the year and also to place it in our stock price during the year.a position for long-term success. The Committee found that the executive team had implemented effective strategies to realign the asset portfolio to maximize financial and operational performance and to position the Companythat were employed for continued long-term success. The Committee also found that the executives delivered focused operational performance to lower costs and improve safety. In light of these achievements, the Committee set an above-target score on the strategic evaluation component.value generation for our stockholders remain sound. The result of 2013

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2015 performance against all the bonus metrics, including the strategic evaluation component, was that the total bonus award poolallocation for corporate performance was approved at 225%110% of target, prior to adjustment for regional or individual performance.

 

Upon completion of each fiscal year, the Committee determines the CEO’s annual cash incentive bonus based on Company performance, the results of the bonus plan formula described above and the Board’s annual CEO performance evaluation. The independent directors of the Board discuss and ratify the CEO’s annual cash incentive bonus payment, considering the factors stated above and any factors relating to performance that were particularly significant in the year in question.

 

For 2013,2015, the Committee noted in particular:

 

•	the Company’s bestrecord operational accomplishments, including a 10.7% increase in class three-year total shareholder return;reserves;
•	the successful developmentfinancial stability of senior leadershipthe Company and its positioning to achieveoptimize performance during the best results in our history, as evidenced by record production and reserve growth, as well as outstanding results compared to our compensation peer group;macro-economic volatility facing the industry;
•	further reduction in overall unit costs and operating expenses;
•	conservative management, a relatively small workforce and comparatively low general and administrative costs, resulting in a competitive advantage, especially during the operational oversight and adjustments leading to value enhancement in both the North and South operating regions;low commodity price cycle; and
•	continued strategic effortsfurther strengthening of the Company’s balance sheet through taking advantage of attractive capital markets, as well as instituting programs to maximize total enterprise value.ensure debt covenant compliance.

 

The Committee evaluated these factors and concluded that they provide Cabot a solid foundation for 2016 and beyond. Based on this evaluation, the committeeCommittee approved the CEO’s bonus paymentpayout for 20132015 at 242%110% of target. The bonus paymentspayout for the other NEOs ranged from 225%was also 110% of target. See “Executive Compensation–Summary Compensation Table” below for actual bonuses paid to 274% of target.the NEOs.

 

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Long-Term Incentives

 

In 2013,2015, the Committee continued its practice established in 2007practice of awarding two types of performance shares – shares—TSR performance shares and hybrid performance shares – shares—to provide long-term incentives to our NEOs, and discontinued the use of stock appreciation rights (“SARs”).NEOs. The award allocation to NEOs in 20132015 is designed to provide 60% of the targeted grant-date value from TSR performance shares and 40% from hybrid performance shares. This allocation is more heavily weighted toward performance-based awards than the average of our peer group, based on 2012peers’ 2015 compensation data, as shown below.

 

CABOT		COMPENSATION PEER GROUP

 

The total size of the long-term incentive awards is based on a number of factors, including peer group and related industry competitive practice, which is used as a point of reference to gauge appropriate total compensation levels for a company of our size, business complexity and growth profile. The Committee does not typically consider prior period long-term incentive awards, such as the amount of equity previously granted and outstanding, or the number of shares owned, when determining annual long-term incentive awards.

 

All long-term incentives awarded to our NEOs in 20132015 were madegranted under the 20042014 Incentive Plan, which was approved by our stockholders at the 2004 Annual Meeting of Stockholders and the performance goals of which were approved by our stockholders at the 2009 Annual Meeting of Stockholders.Plan.

 

TSR Performance Shares. The Committee believes performance shares based on the Company’s total shareholder return relative to that of its peers provides a strong link between the performance of the executive group and their pay, whereas other types of equity awards, such as stock options, may not. The Committee also believes that a relative comparison of performance against peers over a three-year period, as opposed to a single year, provides a better evaluation of how management performed under changing economic conditions. For these reasons, the Committee believes that our TSR performance share awards are a good measure of performance versus the peer group and appropriately link stock performance and compensation. To allow for payouts in excess of target without excessive dilution or the need to reserve shares in excess of

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target, all payouts in excess of 100% of target are paid in the cash value of the shares, based on the average of the high and low trading prices of our common stock on the last day of the performance period. For additional information about the TSR performance shares, see the table “Grants of Plan-Based Awards” below.

 

Hybrid Performance Shares. Due to restricted stock share limitations under the 20042014 Incentive Plan and Section 162(m) tax considerations, in 20132015 the Committee again awarded hybrid performance shares instead of restricted stock. The hybrid performance shares vest over a three year period from the date of grant, with 25% vesting in each of the first two years and 50% vesting in the third year, provided the Company has $100 million or more operating cash flow in the fiscal year prior to the vesting date. Applying a cash flow threshold on share vesting allows these awards to remain fully tax deductible to the Company upon vesting. Hybrid performance shares also have less underlying volatility than do traditional performance shares, and therefore help manage attrition risk by creating a more sustained forfeitable stake in the Company. For additional information about the hybrid performance shares, see the table “Grants of Plan-Based Awards” below.

 

Stock Appreciation Rights (SARs). NoThe Committee ceased awarding SARs were granted in 2013,after 2012, but SARs were an integral part of the long-term incentive program from 2006 to 2012, and SARs granted previously to the NEOs remain outstanding. All SARs granted to date vestvested ratably over a three year period and have a seven-year term.

 

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Personal Benefits and Perquisites

 

We provide the NEOs with perquisites and other personal benefits that the Company and the Committee believe are reasonable and consistent with the overall compensation program to better enable us to attract and retain superior employees for key positions. The Committee periodically reviews the level of perquisites and other personal benefits provided to the NEOs. In an effort to promote physical and financial health of the NEOs, they are provided with club membership dues, a Company-paid physical examination for the NEO and his or her spouse, a financial and tax planning stipend of up to $3,000 annually, life insurance, and spouse travel to certain business meetings. The NEOs are reimbursed for these expenses only if they are incurred. The aggregate cost to the Company of the perquisites and personal benefits described above for the NEOs for 20132015 are included under “All Other Compensation” in the Summary Compensation Table below.

 

Other Compensation

 

We offer all of our employees, including the NEOs, industry competitive benefits including medical and dental reimbursement, short-term and long-term disability plans, basic life and accident insurance and an employee assistance program. We offer a retirement program consisting of both qualified and non-qualified defined contribution savings plans. See “Elements of Post-Termination Compensation” below for further descriptions of these programs.

 

Impact of Regulatory Requirements

 

Our performance shares, both traditionalTSR and hybrid, are intended to constitute “qualified performance based compensation” as defined under Section 162(m) of the Internal Revenue Code. The effect of that qualification is that compensation paid to covered employees pursuant to the performance shares and the SARs should remain fully deductible. It is the Committee’s intent that the majority of long-term incentive awards and annual cash incentive bonuses will qualify under Section 162(m) and with respect to 20132015 compensation, we believe that to be the case. However, a loss of deductibility may occur from year to year and is not considered a material factor in setting compensation.

 

In addition, in order to permit the Committee the flexibility to use subjective and discretionary components in setting annual cash incentive awards without the Company’s loss of deduction under Section 162(m), we use a “negative discretion” plan for executive officers to whom Section 162(m) might be applicable. Under this plan, the Committee sets one or more financial or operating performance targets early in the year to create a bonus pool intended to meet the requirements of Section 162(m) for such executive officers and reserves the right to reduce or otherwise set the cash incentive amounts taking other factors into account. As a result, the Section 162(m) metrics are not the primary metrics used in determining the relevant cash incentive awards to these executive officers.

 

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Clawback Provisions

 

We have not adopted express “clawback” provisions with respect to compensation elements which would allow the Company to recoup paid compensation from designated officers in the event of a financial restatement. The Committee has deferred taking action on clawbacks until such time as the proposed regulations are issuedpublished by the SEC in July 2015 pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act are finalized, in order to ensure our policy will comply with the final regulations. The Committee will continue to consider the appropriateness of clawback provisions in future compensation decisions. Our 2014 Incentive Plan makes any award pursuant to that plan subject to any future clawback policy we adopt.

 

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Elements of Post-Termination Compensation

 

Savings Investment Plan

 

The savings investment plan is a tax-qualified retirement savings plan, or 401(k) plan, in which all employees, including the NEOs, may participate. It allows participants to contribute the lesser of up to 50% of their annual salary, or the limit prescribed by the Internal Revenue Service, on a pre-tax basis. We match 100% of the first six percent of a participant’s eligible pre-tax contribution. Participants are 100% vested in the Company’s contributions after five years of service, vesting 20% per year.

 

During 2013,2015, we continued the practice, established in 2011 after the termination of the pension plan, of contributingcontributed 9% of salary and bonus of all eligible employees, including all eligible NEOs, into the 401(k) plan (or into the non-qualified deferred compensation plan to the extent in excess of the qualified plan limits). Participants are 100% vested in the Company’s contributions after five years of service, vesting 20% per year. The 9% contribution is approved annually by the Board of Directors and in October 2013,2015, the Board approved continuation of the contribution for 2014.2016.

 

Deferred Compensation Plan

 

The non-qualified deferred compensation plan provides supplemental retirement income benefits for our NEOs, other officers and other key employees, through voluntary deferrals of salary, bonus and certain long-term incentives. It also allows for the Company to provide its full 6% percent match and 9% non-elective contribution when contributions of the matching amount cannot be made to our 401(k) plan due to federal income tax limitations. The plan allows the officers to defer the receipt and taxation of income until retirement from the Company. We make no additional contributions to, nor do we pay in excess of market interest rates on, the deferred compensation plan. Amounts deferred by an officer under the deferred compensation plan are held and invested by the Company in various mutual funds and other investment options selected by the officer at the time of deferral. For additional information about the deferred compensation plan, including the investment options and the manner of distributions, see “Non-Qualified Deferred Compensation” below.

 

Retiree Medical Coverage

 

NEOs are eligible for certain health benefits for retired employees, including their spouses, eligible dependents and surviving spouses. The health care plans are contributory with participants’ contributions adjusted annually. Employees become eligible for this benefit if they meet certain age and service requirements at retirement.

 

Change in Control Agreements

 

We have entered into change in control agreements with the NEOs and certainthe other executive officers that provide for cash payments and certain other benefits in the event that the employee is actually or constructively terminated within two years of a change in control event. This program has been in place since 1995,

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with some modifications in 2001. At both of these time frames, many of the industry peer group and industry generally had in place some form of change-in-control program. When approving the plan, in 1995 with minor modifications in 2001, the Committee reviewed data regarding similar plans within the peer group and the Company’s industry generally and applied its judgment to determine whether triggering events and benefit levels under these agreements were necessary to meet the Committee’s objectives of encouraging such employees to remain with the Company in the event of a change in control during circumstances suggesting a change in control might occur. The Committee believes this program is important in recruiting and retaining strong leadership and to encourage retention in these situations.situations and that the “double-trigger” for cash payouts meets the stockholders’ expectations that employees not be unjustly enriched upon a change in control.

 

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The cash payments include three times the sum of base salary and the highest bonus paid in the last three years or targeted to be paid in the year of termination. Benefits include continued eligibility for medical, dental and life insurance for three years, provided the employee pays the premiums, three years service credit in retirement plans, limited outplacement assistance and tax gross-up on excise taxes for agreements that were in place prior to 2010. In 2010, the Committee adopted a policy to exclude excise tax gross-up provisions for change in control agreements adopted after that date. The award agreements for the equity awards also contain accelerated vesting immediately upon a change in control, subject, in the case of the traditionalTSR performance shares, to the achievementlevel of the prescribedCompany’s TSR performance conditionsrelative to its peers as of the last day of the month immediately preceding the month in which the change in control event occurs.

 

The Committee generally views the potential payments and benefits under the change in control agreements as a separate compensation element because such payments and benefits are not expected to be paid in a particular year and serve a different purpose for the executive other than elements of compensation. Accordingly, those payments and benefits do not significantly affect decisions regarding other elements of compensation.

 

Stock Ownership Guidelines

 

The Corporate Governance and Nominations Committee and the Board of Directors have adopted stock ownership guidelines for our officers and directors. Under those guidelines, the Chief Executive Officer and the Chief Financial Officer are expected to hold 30% of the after-tax shares received upon the vesting or exercise of an equity award until such time as they have accumulated six times their base salary.salary, and to maintain that level of ownership, once achieved. All other Vice Presidentsexecutive officers are expected to hold 30% of the after-tax shares received upon the vesting or exercise of an equity award until such time as they have accumulated three times their base salary.salary, likewise maintaining that level of ownership, once achieved. All of the NEOs have reached the required level of shareholdings under the stock ownership guidelines.guidelines and currently hold the required level of shares. Non-employee directors must hold 100% of their restricted stock units until they cease to be a director.

 

Anti-hedging Policy

 

In October 2013, the Company adoptedWe have a policy prohibiting directors and officers from speculative trading in Company securities, including hedging transactions, short selling, and trading in put options, call options, swaps or collars. The policy was effective immediately and toTo our knowledge, all directors and executive officers are in compliance with the policy. The Company’s policy also strongly discourages all other employees from engaging in hedging activities in our stock and any such transaction requires notice and pre-approval, and will only be considered with a valid justification. Since the adoption of the policy in 2013, we are not aware of any hedging activities by our employees.

 

Conclusion

We believe these executive compensation policies and programs effectively serve the interestsEffect of the shareholders and the Company. The Committee has worked over the years to devise, manage and provide an executive compensation program that meets its intended objectives and contributes to the Company’s overall success.

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Effects on Say on Pay Votes and Shareholder Outreach

 

In setting 20132015 executive compensation, the Committee considered the outcome of the say-on-pay vote at the 2012two most recent annual meeting, which reflected the approval of 95.24% of the shareholders who voted on the matter,meetings as strongly supportive of our pay practices and programs. Those results were as follows:

•	98.2% in favor at the 2014 annual meeting; and
•	98.4% in favor of the 2015 annual meeting.

Furthermore, our stockholders have supported our compensation programs since the imposition of the say-on-pay vote, with approval rates exceeding 95% since the first vote in 2011. As a result, the Committee concluded that the 20132015 compensation paid to our NEOs and our overall pay practices did not require substantial revision to address shareholder concerns. This conclusion was further affirmed at the 2013 annual meeting, with a say-on-pay vote reflecting the approval of 96.36% of the shares voted on the matter, and inby input received from our top institutional shareholders in our regular outreach program during the period after the 20132015 annual meeting.meeting and preceding the filing of this proxy statement. This continued positive support from both the annual say-on-pay vote and direct communications with shareholders was considered by the Committee in February 2016 in its decision not to make substantial changes tocontinue the elements and design of the 2015 program inwhen setting 20142016 executive compensation.

 

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Compensation Consultant

 

The Committee employs the services of an executive compensation consultant. In 2013,2015, the Committee engaged Meridian as its independent consultant, and Meridian has also been retained by the Committee for 2014.2016. Meridian is responsible for preparing and presenting a comprehensive competitive market study of the compensation levels and practices for a group of industry peers. The Committee-approved industry peer group is listed and described in more detail above at “Industry Peer Group.” Meridian is also responsible for preparing and presenting an outside director compensation study using the same industry peer group. The Committee relies on Meridian for input on pay philosophy, current market trends, legal and regulatory considerations and prevalence of benefit and perquisite programs. A representative of Meridian attends all regular meetings of the Committee and participates in most executive sessions.

 

In October 2013,2015, the Committee reviewed the independence of Meridian, and found it to be independent and without conflicts of interest in providing services to the Committee. In making such determination, the Committee considered the six factors established by the NYSE effective July 2013.NYSE. Fees paid by the Company to Meridian account for less than 1% of Meridian’s total annual revenues. The Committee reviewed Meridian’s policies and procedures designed to prevent conflicts of interest. To the knowledge of Meridian, there are no personal relationships among Meridian partners, consultants or employees and members of the Committee or the Company’s management. To the knowledge of Meridian, none of the Meridian partners, consultants or employees providing services the Committee owns Company stock. Meridian works exclusively for the Committee and performs no services directly for management. Management does not retain the services of a compensation consultant.

 

Role of Executives in Establishing Compensation

 

The President and CEO, the Executive Vice President and CFO, and the Corporate Secretary and Managing Counsel each play a role in our compensation process. With the benefit of Meridian’s independent competitive market study, the CEO makes compensation recommendations to the Committee for our other officers, but not for his own compensation. The CEO considers internal pay equity issues, individual performance and Company performance in making his recommendations to the Committee. The Executive Vice President and CFO makes recommendations to the CEO for the officers who are his direct reports. The Human Resources Department provides the Committee survey data from a wider group of companies in the energy sector than the industry peer group described above, which the Committee uses for evaluation of non-executive compensation trends, and general administrative support implementing the Committee’s decisions. The executives listed above, together with the Corporate Secretary and Managing Counsel, prepare materials and agenda

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agendas for the Committee meetings and also prepare the long-term equity plans as directed by the Committee for its review and consideration. Certain of the noted officers attend the Committee meetings; however, the officers are generally excused from the meetings to enable the Committee to meet privately in executive session, both with and without the compensation consultant also being present. The Committee has delegated to management authority to administer the long-term incentive plans in accordance with the terms and conditions of the shareholder approved plans, the specific award agreements and the specific individual awards approved by the Committee and, as needed, by the Board of Directors.

 

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Executive Compensation Business Risk Review

 

The ownership stake in the Company provided by our equity-based compensation, the extended vesting of these awards and our stock ownership guidelines are designed to align the interests of our NEOs with our shareholders, maximize performance and promote executive retention. At the same time, the Committee believes, with the concurrence of our independent consultant, that as a result ofour executive compensation program does not encourage management to take unreasonable risks related to the Company’s business. The factors that support this conclusion are our focus on long-term incentive compensation, our use of balanced long-term incentives, the metric diversification and capped opportunities in our annual bonus plan and long-term incentives and our stock ownership guidelines, our executive compensation program doesguidelines.

Compensation Committee Report

The following report of the Compensation Committee of the Board of Directors shall not encourage managementbe deemed to take unreasonable risks relatedbe “soliciting material” or to be “filed” with the SEC or subject to the Company’s business.

Compensation Committee ReportSEC’s proxy rules, except for the required disclosure in this Proxy Statement, or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934 (Exchange Act”), and the information shall not be deemed to be incorporated by reference into any filing made by the company under the Securities Act of 1933 or the Exchange Act.

 

The Compensation Committee of the Board of Directors has reviewed and discussed with management the above Compensation Discussion and Analysis and, basedAnalysis. Based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.Statement and incorporated by reference in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 for filing with the SEC.

 

The Compensation Committee

Rhys J. Best (Chairman)
James R. GibbsRobert L. Keiser
P. Dexter PeacockW. Matt Ralls

 

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EXECUTIVE COMPENSATION

 

Summary Compensation Table

 

The table below summarizes the total compensation paid to or earned by each of the CEO, the CFO and the next three most highly compensated executive officers (“NEOs”) for the fiscal year ended December 31, 2013.2015. Cash bonus amounts paid under the Company’s 20042014 Incentive Plan (2004 Incentive Plan for the 2014 and 2013 bonuses), which are listed in the column titled “Non-Equity Incentive Plan Compensation,” were determined by the Committee at its February 19, 20142016 meeting for 20132015 performance and, to the extent not deferred by the executive, were paid out shortly thereafter. For additional information about Non-Equity Incentive Plan Compensation, see “Annual cash incentive bonus”Cash Incentive Bonus” above. Shares and share prices discussed in this proxy statement have been adjusted to reflect our two-for-one stock split, in the form of a stock dividend, effective as of August 14, 2013.

 

Name and Principal Position		Year		Salary ($)			Bonus ($)(1)		Stock Awards ($)(2)			Option Awards ($)(3)			Non-Equity Incentive Plan Compensation ($)(4)			Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5)			All Other Compensation ($)(6)			Total ($)
Dan O. Dinges Chairman, President and Chief Executive Officer		2013		$	800,962		-		$	6,045,748			-		$	2,000,000			-		$	266,154		$	9,112,864
		2012		$	678,205		-		$	4,265,387		$	931,758		$	1,750,000			-		$	238,540		$	7,863,890
		2011		$	641,667		-		$	3,715,993		$	854,895		$	1,625,000		$	18,270		$	200,032		$	7,055,857
Scott C. Schroeder Executive Vice President, Chief Financial Officer and Treasurer		2013		$	444,231		-		$	2,599,587			-		$	1,112,500			-		$	173,144		$	4,329,462
		2012		$	405,256		-		$	1,653,926		$	361,283		$	1,050,000			-		$	152,647		$	3,623,112
		2011		$	377,500		-		$	1,336,063		$	307,377		$	855,000		$	44,279		$	122,234		$	3,042,453
Jeffrey W. Hutton Senior Vice President, Marketing		2013		$	336,154		-		$	846,386			-		$	595,000			-		$	114,134		$	1,891,674
		2012		$	306,179		-		$	548,399		$	119,797		$	580,000			-		$	88,157		$	1,642,532
		2011		$	272,167		-		$	513,557		$	118,148		$	376,750		$	51,684		$	77,033		$	1,409,339
G. Kevin Cunningham Vice President and General Counsel		2013		$	332,115		-		$	785,958			-		$	527,630			-		$	101,170		$	1,746,873
		2012		$	308,846		-		$	548,399		$	119,797		$	475,000			-		$	99,862		$	1,551,904
		2011		$	286,667		-		$	417,546		$	96,063		$	507,500			-		$	82,016		$	1,389,792
Phillip L. Stalnaker Vice President and Regional Manager, North Region		2013		$	295,192		-		$	785,958			-		$	575,000			-		$	89,540		$	1,745,690
		2012		$	266,378		-		$	391,758		$	85,562		$	430,000			-		$	74,254		$	1,247,952

Name and Principal Position		Year		Salary ($)			Bonus ($)(1)		Stock Awards ($)(2)			Option Awards ($)			Non-Equity Incentive Plan Compensation ($)(3)						Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)			All Other Compensation ($)(4)					Total ($)
Dan O. Dinges		2015		$	900,016		-		$	6,573,177			-				$ 1,237,500					-				$ 288,048			$	8,998,741
Chairman, President and		2014		$	885,592		-		$	6,831,737			-				$ 1,800,000					-				$ 297,484			$	9,814,813
Chief Executive Officer		2013		$	800,962		-		$	6,045,748			-				$ 2,000,000					-				$ 266,154			$	9,112,864
Scott C. Schroeder		2015		$	475,010		-		$	3,033,773			-				$    522,500					-				$ 174,646			$	4,205,929
Executive Vice President		2014		$	470,202		-		$	2,561,903			-				$    760,000					-				$ 174,881			$	3,966,986
and Chief Financial Officer		2013		$	444,231		-		$	2,599,587			-				$ 1,112,500					-				$ 173,144			$	4,329,462
Jeffrey W. Hutton		2015		$	355,014		-		$	783,720			-				$    292,875					-				$ 121,624			$	1,553,233
Senior Vice President,		2014		$	352,130		-		$	882,431			-				$    397,000					-				$ 120,400			$	1,751,961
Marketing		2013		$	336,154		-		$	846,386			-				$    595,000					-				$ 114,134			$	1,891,674
Phillip L. Stalnaker		2015		$	344,234		-		$	758,443			-				$    288,750					-				$ 101,197			$	1,492,624
Vice President		2014		$	316,164		-		$	774,231			-				$    350,000					-				$ 106,131			$	1,546,526
and Regional Manager, North Region		2013		$	295,192		-		$	785,958			-				$    575,000					-				$   89,540			$	1,745,690
G. Kevin Cunningham		2015		$	348,005		-		$	657,312			-				$    267,960					-				$   83,115			$	1,356,392
Vice President and		2014		$	345,505		-		$	740,110			-				$    150,000					-				$ 104,372			$	1,339,987
General Counsel		2013		$	332,115		-		$	785,958			-				$    527,630					-				$ 101,170			$	1,746,873

 

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(1)	Cash bonuses paid pursuant to the 20042014 Incentive Plan for 20132015 annual performance (2004 Incentive Plan for the 2014 and 2013 bonuses) are listed under the column “Non-Equity Incentive Plan Compensation.”
(2)	The amounts in this column reflect the grant date fair value with respect to both the TSR and the hybrid performance share awards for the relevant fiscal year in accordance with the FASB ASC Topic 718. The grant date fair value of the hybrid performance share awards for 2015 awards was computed by usingthe closing stock trading price on the date of grant and for 2013 and 2014 awards was the average of the Company’s high and low stock trading price on the date of grant. The grant date fair values per share used to compute the amounts in this column for the hybrid performance shares are as follows:

Grant Date		Grant Date Fair Value per Share				Award Types Included
February 17, 2011		$	10.19			Hybrid Performance Shares
February 16, 2012		$	17.59			Hybrid Performance Shares
February 21, 2013		$	26.62			Hybrid Performance Shares

Grant Date		Grant Date Fair Value per Share		Award Types Included
February 21, 2013		$26.62		Hybrid Performance Shares
February 20, 2014		$39.43		Hybrid Performance Shares
February 19, 2015		$27.71		Hybrid Performance Shares

	TSR performance shares granted on February 11, 2011,21, 2013, February 16, 201220, 2014 and February 21, 201319, 2015 were valued using a Monte Carlo model and the grant date fair values per share used for financial reporting purposes, including the liability component for cash payments over 100% of target, were $11.08, $20.69$35.89, $48.54 and $35.89,$28.23, respectively. Assumptions used in the Monte Carlo model for these grants, as well as additional information regarding accounting for performance share awards, are included in Notes 11, 12 orNote 13 of the Notes to the Consolidated Financial Statements included in the Company’s Form 10-K for the years shown.
(3)	The amounts in this column reflect the grant date fair value with respect to Stock Appreciation Rights (“SARs”) for the relevant fiscal year, in accordance with ASC Topic 718, using a Black-Scholes model. Assumptions used in the calculation of these amounts are included in Notes 11, 12 or 13 of the Notes to the Consolidated Financial Statements included in the Company’s Form 10-K for the years shown. SARs have not been repriced or otherwise materially modified.
(4)	The amounts in this column reflect cash incentive awards to the NEOs under the 20042014 Incentive Plan (2004 Incentive Plan for the 2014 and 2013 bonuses), which is discussed in detail above under “Annual Cash Incentive Bonus.”
(4)
(5)	The amounts in this column for 2011 reflect the actuarial increase in the present value of the NEOs benefit under the Company’s pension plan determined using interest rate and mortality rate assumptions consistent with those used in the Company’s financial statements. The pension plan was terminated in 2010. There are no amounts in this column for 2012 or 2013 because accrued benefits under the pension plan were distributed to the NEOs in June 2012. There were no above-market or preferential earnings on deferred compensation.
(6)	The amounts in this column include the Company’s matching contribution to the Savings Investment Plan (401(k) Plan), which is discussed above under “Elements of Post-Termination Compensation-Savings Investment Plan.” For 2013,2015, such contribution totaled $15,300$15,900 for each NEO. The amounts also include the 9% Company retirement contribution to the 401(k) plan or to the deferred compensation plan, to the extent in excess of the 401(k) plan limits. Such contribution for 20132015 totaled $211,386$249,640 for Mr. Dinges; $116,281$128,971 for Mr. Schroeder; $64,254$85,822 for Mr. Hutton; $54,440$45,551 for Mr. Cunningham and $43,804$76,062 for Mr. Stalnaker. The amounts also include for each NEO some or all of the following:

	•	Premiums paid on executive term life insurance;
	•	Club dues;
	•	Executive physical examination for the NEOs and their spouses;
	•	A financial and tax planning stipend of up to $3,000 per year; and
	•	Spouse travel to certain business meetings.Accrued dividends on unvested awards paid on stock awards that vested during the year.

 

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20132015 Grants of Plan-Based Awards

 

The table below reports all grants of plan-based awards made during 2013.2015. All grants of awards were made under the Company’s 20042014 Incentive Plan. Shares and share prices discussed in this proxy statement have been adjusted to reflect our two-for-one stock split, in the form of a stock dividend, effective as of August 14, 2013.

 

																				All Other
																				Option
																		All Other		Awards:		Exercise		Grant Date
																		Stock		Number of		or Base		Fair Value
												Estimated Future Payouts						Awards:		Securities		Price Of		of Stock
				Estimated Possible Payouts Under								Under Equity Incentive Plan						Number		Underlying		Option		and Option
				Non-Equity Incentive Plan Awards								Awards						of Shares		Options		Awards		Awards
				Threshold		Target			Maximum			Threshold		Target		Maximum
Name	‘	Grant Date		($)		($)			($) (1)			(#)		(#) (2)		(#) (1)		(#)		(#)		($/Sh)		($) (4)
Dan O. Dinges		02/21/2013		$0		$	825,000		$	2,062,500
		02/21/2013										0		112,720		225,440								$	4,045,521
		02/21/2013												75,140										$	2,000,227
Scott C.		02/21/2013		$0		$	450,000		$	1,125,000
Schroeder		02/21/2013										0		48,460		96,920								$	1,739,229
		02/21/2013												32,320										$	860,358
Jeffrey W.		02/21/2013		$0		$	238,000		$	595,000
Hutton		02/21/2013										0		15,780		31,560								$	566,344
		02/21/2013												10,520										$	280,042
G. Kevin		02/21/2013		$0		$	234,500		$	586,250
Cunningham		02/21/2013										0		14,660		29,320								$	526,147
		02/21/2013												9,760										$	259,811
Phillip L.		02/21/2013		$0		$	210,000		$	525,000
Stalnaker		02/21/2013										0		14,660		29,320								$	526,147
		02/21/2013												9,760										$	259,811

																								All Other
																								Option
																						All Other		Awards:		Exercise		Grant Date
																						Stock		Number of		or Base		Fair Value
													Estimated Future Payouts									Awards:		Securities		Price Of		of Stock
				Estimated Possible Payouts Under									Under Equity Incentive Plan									Number		Underlying		Option		and Option
				Non-Equity Incentive Plan Awards									Awards									of Shares		Options		Awards		Awards
				Threshold		Target			Maximum				Threshold			Target			Maximum
Name		Grant Date		($)		($)			($) (1)				(#)			(#) (2)			(#) (3)			(#)		(#)		($/Sh)		($) (4)
Dan O. Dinges		02/19/2015		$0		$	1,125,000		$	2,812,500
		02/19/2015											0			140,743			281,486									$	3,973,175
		02/19/2015														93,829												$	2,600,002
Scott C.		02/19/2015		$0		$	475,000		$	1,187,500
Schroeder		02/19/2015											0			64,958			129,916									$	1,833,764
		02/19/2015														43,306												$	1,200,009
Jeffrey W.		02/19/2015		$0		$	266,250		$	665,625
Hutton		02/19/2015											0			16,781			33,562									$	473,728
		02/19/2015														11,187												$	309,992
Phillip L.		02/19/2015		$0		$	262,500		$	656,250
Stalnaker		02/19/2015											0			16,240			32,480									$	458,455
		02/19/2015														10,826												$	299,988
G. Kevin		02/19/2015		$0		$	243,600		$	609,000
Cunningham		02/19/2015											0			14,074			28,148									$	397,309
		02/19/2015														9,383												$	260,003

(1)	Amounts in this column represent a bonus payout of 250% of target. See discussion of the bonus factor applicable to the 20132015 annual cash incentive bonus in the “Compensation Discussion and Analysis” above under “Annual Cash Incentive Bonus.” See also the actual bonus awards for 20132015 in the “Non-Equity Incentive Plan Compensation” column of the “2013“2015 Summary Compensation Table” above.
(2)	The first amount in this column for each NEO represents 100% of TSR performance shares, which will be paid out based on the relative total shareholder return on the Company’s stock over the three year period from January 1, 20132015 to December 31, 2015,2017, if the Company’s total shareholder return ranks 9th9th or higher out of its peer group of fifteenseventeen companies, including the Company. The second amount in this column for each NEO represents 100% of hybrid performance shares, which vest 25% on each of the first and second anniversaries of the date of grant and 50% on the third anniversary of the date of grant, provided the Company has $100 million or more operating cash flow in the fiscal year prior to the vesting date.
(3)	Amounts in this column represent 200% of the targeted TSR performance shares, although amounts earned in excess of 100% up to 200% are paid in cash, rather than shares, based on the average of the high and lowclosing trading prices of a share of Common Stock on the last day of the performance period. See discussion of the additional terms of the TSR performance shares below.
(4)	The amounts in this column reflect the grant date fair value of the TSR performance shares and the hybrid performance shares granted in 2013,2015, as computed in accordance with ASC Topic 718. The TSR performance share awards were valued using a Monte Carlo model and the grant date fair value per share used for financial reporting purposes was $35.89.$28.23. The hybrid performance share awards were valued using the average of the Company’s high and lowclosing stock trading price on the date of grant, which was $26.62.$27.71. Additional assumptions used in the Monte Carlo model for TSR performance shares and other assumptions used in the calculation of these amounts, are included in footnoteNote 13 of the Notes to the Consolidated Financial Statements included in the Form 10-K.10-K for the period ended December 31, 2015.

 

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TSR performance shares

 

The TSR performance shares awarded in 20132015 have a three-year performance period, which commenced January 1, 20132015 and ends December 31, 2015.2017. Each TSR performance share represents the right to receive, after the end of the performance period, from 0% to 200% of a share of Common Stock (with amounts over 100% paid in cash), based on the Company’s performance. The performance criteria that determines the payout per performance share is the relative total shareholder return on the Company’s Common Stock as compared to the total shareholder return on the common equity of each company in a comparator group. For this purpose, total shareholder return is expressed as a percentage equal to common stock price appreciation as averaged for the first and last month of the performance period, plus dividends (on a cumulative reinvested basis). The comparator group consists of the companies listed above under “Industry Peer Group.” If any member of the comparator group ceases to have publicly traded common stock or if as a result of other business transactions becomes incomparable, it may be removed from the comparator group and a replacement company added by the Compensation Committee, or the Committee may decide to reduce the peer group to the remaining companies.

 

After the end of the performance period, the Company will issue shares of Common Stock and pay cash in respect of each TSR performance share based on the relative ranking of the Company versus the comparator group for total shareholder return during the performance period using the following scale:

 

Company Relative Placement	Percent Performance Shares	Value Consideration	Percent Performance Shares	Value Consideration
1-2 (highest)	200%	100% stock / 100% cash	200%	100% stock / 100% cash
3	185%	100% stock / 85% cash	185%	100% stock / 85% cash
4	170%	100% stock / 70% cash	170%	100% stock / 70% cash
5	155%	100% stock / 55% cash	155%	100% stock / 55% cash
6	140%	100% stock / 40% cash	140%	100% stock / 40% cash
7	125%	100% stock / 25% cash	125%	100% stock / 25% cash
8	110%	100% stock / 10% cash	110%	100% stock / 10% cash
9	100%	stock	100%	Stock
10	90%	stock	90%	Stock
11	75%	stock	75%	Stock
12	60%	stock	60%	Stock
13	45%	stock	45%	Stock
14	30%	stock	30%	Stock
15	15%	stock	15%	Stock
16-17 (lowest)	0		0%

 

As noted above, in the event of a relative ranking of 1 through 8, corresponding to a percentage payout above 100%, a share of TSR performance stock will entitle the participant to receive one full share of Common Stock with respect to the first 100% of the payout and the balance of the payout in cash, in an amount based on the fair market value of a share of Common Stock at the end of the performance period. The Committee certifies the Company’s relative placement and the resulting level of achievement of the performance share awards prior to the issuance of Common Stock and cash, if any.

 

If a participant is not an employee on the last day of the performance period due to death, disability or retirement, Common Stock will be issued on the original performance period schedule and the level of payout will be determined as with all other participants, except that (i) if the participant retires and thereafter accepts an offer of employment from a competitor at any time prior to the receipt of Common Stock, the participant will forfeit the right to receive such Common Stock and (ii) in the case of a retirement, the participant must be an employee on September 30^thof the year the award is granted in order to continue vesting in the award. If a participant is not an employee on the date the Compensation Committee certifies the Company’s achievement level with respect to the TSR performance shares due to any other voluntary or involuntary termination, no Common Stock or cash will be issued in respect of the participant’s

 

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TSR performance share award unless otherwise determined by the Compensation Committee. Prior to the issuance of shares of Common Stock in respect of a TSR performance share award, the participant will have no right to vote or receive dividends on the shares. The TSR performance share award may not be assigned or transferred except by will or the laws of descent and distribution. In the event of a Change In Control (as defined) all unvested TSR performance shares shall vest to the extent of actual performance as of the Change In Control. Actual performance as of the Change In Control is based on the greater of (i) total shareholder return through the end of the month prior to the Change In Control or (ii) total shareholder return through the end of the month prior to the Change In Control calculated using the value realized by shareholders in the Change In Control event. In the event the Company ceases to have publicly traded Common Stock as a result of a business combination or other extraordinary transaction, the performance period will be terminated effective upon the date of such cessation.

 

Hybrid performance shares

 

The hybrid performance shares awarded in 20132015 vest 25% on each of the first two anniversaries of the date of grant and 50% on the third anniversary of the date of grant, provided the Company has $100 million or more operating cash flow in the fiscal year prior to the vesting date. If the performance metric is not met in any given year, then the respective tranche of hybrid performance shares will be forfeited. Unvested hybrid performance shares will be forfeited if, during the three-year vesting period, the executive voluntarily leaves the Company. In the event of an involuntary termination by the Company, the Compensation Committee will determine whether the unvested hybrid performance shares will be forfeited. In the event of an employment termination due to death, disability or retirement, all unvested hybrid performance shares will vest in accordance with the original vesting schedule except that (i) if the participant retires and thereafter accepts an offer of employment from a competitor at any time prior to the receipt of hybrid performance shares, the participant will lose the right to receive such hybrid performance shares and (ii) in the case of a retirement, the participant must be an employee on September 30^thof the year the award is granted in order to continue vesting in the award. Prior to vesting, the participant has no right to vote or receive dividends on such shares.shares but the unvested shares accrue dividends that are paid in cash upon vesting. Accrued dividends are forfeited if the shares never vest. The hybrid performance shares may not be assigned or transferred except by will or the laws of descent and distribution. In the event of a Change In Control (as defined), the unvested hybrid performance shares will vest.

 

In the event of any merger, reorganization, recapitalization, separation, liquidation, stock dividend, share combination or other change in the corporate structure of the Company affecting the performance shares, the number of performance shares will be equitably adjusted by the Compensation Committee to prevent dilution or enlargement of rights.

 

For additional information about the treatment of certain of Mr. Dinges’ awards in the event of an employment termination, see “Potential Payments Upon Termination or Change In Control” below.

 

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Outstanding Equity Awards at Fiscal Year-End 20132015

 

The table below reports for each NEO outstanding equity awards at December 31, 2013. Shares and share prices discussed in this proxy statement have been adjusted to reflect our two-for-one stock split, in the form of a stock dividend, effective as of August 14, 2013.2015.

 

		Option Awards																		Stock Awards													Option Awards												Stock Awards
Name		Number of Securities Underlying Unexercised Options (#) Exercisable (1)				Number of Securities Underlying Unexercised Options (#) Unexercisable (2)				Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)				Option Exercise Price ($)				Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)				Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (3)				Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (4)				Number of Securities Underlying Unexercised Options (#) Exercisable (1)			Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (2)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (3)
Dan O.			120,364				60,184				-			$	10.19			2/17/2018
Dinges			38,084				76,172				-			$	17.59			2/16/2019
Dan O. Dinges																																		180,548			-		-		$10.19		2/17/2018
																																		114,256			-		-		$17.59		2/16/2019
											-																224,146			$	8,687,899																		232,044			$4,104,858
											-																207,688			$	8,049,987																		177,050			$3,132,015
Scott C.			43,276				21,640				-			$	10.19			2/17/2018																															99,196			$1,754,777
Schroeder			14,766				29,536				-			$	17.59			2/16/2019																															76,585			$1,354,789
Jeffrey W.																																		24,952			-		-		$10.19		2/17/2018
Hutton																																		14,690			-		-		$17.59		2/16/2019
											-																91,666			$	3,552,974																		28,574			$  505,474
											-																82,072			$	3,181,111																		22,344			$  395,265
Jeffrey W.			16,632				8,320				-			$	10.19			2/17/2018
Hutton			4,896				9,794				-			$	17.59			2/16/2019
Phillip L.																																		16,228			-		-		$10.19		2/17/2018
Stalnaker																																		10,492			-		-		$17.59		2/16/2019
											-																30,106			$	1,166,909																		26,587			$  470,324
											-																28,124			$	1,090,086																		20,880			$  369,367
G. Kevin			13,524				6,764				-			$	10.19			2/17/2018																20,288			-		-		$10.19		2/17/2018
Cunningham			4,896				9,794				-			$	17.59			2/16/2019																14,690			-		-		$17.59		2/16/2019
											-																28,986			$	1,123,497																		23,965			$  423,941
											-																25,860			$	1,002,334																		19,209			$  339,807
Phillip L.			10,816				5,412				-			$	10.19			2/17/2018
Stalnaker			3,496				6,996				-			$	17.59			2/16/2019
											-																24,894			$	964,891
											-																21,824			$	845,898

(1)	Amounts in this column represent the exercisable portion of SARs granted in various years, all of which vest ratably on the first, second and third anniversarieswere fully vested as of the date of grantDecember 31, 2015 and have a seven-year term. Unvested SARs will be forfeited and vested SARs must be exercised within 90 days if the executive voluntarily leaves the Company. In the event of an involuntary termination by the Company, the Compensation Committee may extend the exercise period for vested SARs from 90 days to the earlier of 36 months.months or the expiration of the term of the SAR. In the event of an employment termination due to death, retirement or disability, the exercise period will be the earlier of 36 months or retirement, all SARs will vestthe expiration of the term of the SAR, except that (i) if the participant retires and thereafter accepts an offer of employment from a competitor at any time prior to the exercise of the SARs, the participant will lose the right to exercise any remaining SARs and the remaining SARs shall be forfeited and (ii) in the case of a retirement, the participant must be an employee on September 30thof the year the award is granted in order to continue vesting in the award.forfeited. The SAR awardawards may not be assigned or transferred except by will or the laws of descent and distribution. In the event of a Change In Control, (as defined) all unvestedvested SARs shall vest andwill remain exercisable throughout the term of the SAR, provided the Company’s stock is still trading on a national stock exchange.
(2)	Amounts in this column represent the unexercisable portion of SARs granted in various years, all of which vest ratably on the first, second and third year anniversaries of the date of grant and have a seven year term.
(3)	The first amount in this column for each NEO is TSR performance share awards. The terms and conditions of the TSR performance share awards are described in the narrative following the “2013“2015 Grants of Plan-Based Awards” table above. The TSR performance shares vest, if at all, for each executive as follows (assuming 100% payout):

 

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Date		Dan O. Dinges				Scott C. Schroeder				Jeffrey W. Hutton				G. Kevin Cunningham				Phillip L. Stalnaker
12/31/2014			111,426				43,206				14,326				14,326				10,234
12/31/2015			112,720				48,460				15,780				14,660				14,660

The second amount in this column for each NEO is hybrid performance shares. The terms and conditions of the hybrid performance share awards are described in the narrative following the “2013 Grants of Plan-Based Awards” table above. The hybrid performance shares vest, if at all, for each executive as follows:

Date		Dan O. Dinges				Scott C. Schroeder				Jeffrey W. Hutton				G. Kevin Cunningham				Phillip L. Stalnaker
2/17/2014			58,264				20,948				8,052				6,548				5,240
2/16/2014			37,142				14,402				4,776				4,776				3,412
2/16/2015			37,142				14,402				4,776				4,776				3,412
2/21/2014			18,784				8,080				2,630				2,440				2,440
2/21/2015			18,786				8,080				2,630				2,440				2,440
2/21/2016			37,570				16,160				5,260				4,880				4,880

Date	Dan O. Dinges	Scott C. Schroeder	Jeffrey W. Hutton	Phillip L. Stalnaker	G. Kevin Cunningham
12/31/2016	91,301	34,238	11,793	10,347	9,891
12/31/2017	140,743	64,958	16,781	16,240	14,074
The second amount in this column for each NEO is hybrid performance shares. The terms and conditions of the hybrid performance share awards are described in the narrative following the “2015 Grants of Plan-Based Awards” table above. The hybrid performance shares vest, if at all, for each executive as follows:
Date	Dan O. Dinges	Scott C. Schroeder	Jeffrey W. Hutton	Phillip L. Stalnaker	G. Kevin Cunningham
2/19/2016	23,457	10,826	2,796	2,706	2,345
2/19/2017	23,457	10,827	2,797	2,707	2,346
2/19/2018	46,915	21,653	5,594	5,413	4,692
2/20/2016	15,217	5,706	1,966	1,725	1,649
2/20/2017	30,434	11,413	3,931	3,449	3,297
2/21/2016	37,570	16,160	5,260	4,880	4,880

(4)(3)

Market value is based on the $38.76$17.69 per share closing price of the Company’s common stock on December 31, 2013.2015.

 

20122015 Option Exercises and Stock Vested

 

The table below reports stock options that were exercised and performance shares that vested during 2013. Shares and share prices discussed in this proxy statement have been adjusted to reflect our two-for-one stock split, in the form of a stock dividend, effective as of August 14, 2013.2015.

 

		Option Awards								Stock Awards								Option Awards								Stock Awards
Name		Number of Shares Acquired on Exercise (#)				Value Realized on Exercise ($) (1)				Number of Shares Acquired on Vesting (#)				Value Realized on Vesting ($)				Number of Shares Acquired on Exercise (#)				Value Realized on Exercise ($) (1)				Number of Shares Acquired on Vesting (#)				Value Realized on Vesting ($)
Dan O. Dinges			468,280			$	14,739,753				323,930	(2)		$	10,827,598	(2)(4)			-				-				183,864	(2)		$	3,937,172	(2)(4)
											-			$	6,748,565	(3)											-			$	783,179	(3)
Scott C. Schroeder			289,480			$	8,775,279				118,342	(2)		$	3,944,277	(2)(4)			109,218				$2,247,289				76,648	(2)		$	1,625,940	(2)(4)
											-			$	2,426,407	(3)											-			$	336,700	(3)
Jeffrey W. Hutton			121,920			$	3,662,556				54,292	(2)		$	1,462,755	(2)(4)			-				-				25,151	(2)		$	534,800	(2)(4)
											-			$	932,663	(3)											-			$	109,639	(3)
Phillip L. Stalnaker																			-				-				22,236	(2)		$	465,409	(2)(4)
																											-			$	101,858	(3)
G. Kevin Cunningham			0			$	0				11,322	(2)		$	1,067,957	(2)(4)			-				-				23,524	(2)		$	501,241	(2)(4)
											-			$	758,300	(3)											-			$	101,858	(3)
											12,000	(5)		$	328,200	(5)
Phillip L. Stalnaker			14,940			$	414,809				29,526	(2)		$	984,453	(2)(4)
											-			$	606,640	(3)

(1)	The amountsamount in this column relaterelates to exercises of SARs and representrepresents the difference between the closing price of the Company’s common stock on the dates of exercise and the exercise price of the SARs, times the number of shares of common stock underlying the SARs exercised. These amounts do not indicate that there was a sale of these shares by the NEO.
(2)	Represents the number of shares and value realized forfor: (a) TSR performance shares, the performance period for which was January 1, 20112013 through December 31, 20132015 and which paid out at 200%140% of target upon the Compensation Committee’s certification of the results on January 2, 2014,5, 2016, and (b) hybrid performance shares that vested in February 2013,2015, upon the Compensation Committee’s certification of the performance metric of achieving at least $100 million of operating cash flow in 2012.2014.
(3)	Represents the cash portion of the TSR performance share award for performance in excess of 100% of target.
(4)	These amounts represent the closing price of the Company’s common stock on the vesting dates times the number of shares acquired and do not indicate that there was a sale of these shares by the NEO.
(5)	These shares include 12,000 performance shares, the performance period for which was January 1, 2010 through December 31, 2012, that vested on February 20, 2013. The value realized is based on the closing price of the company’s common stock on the vesting date.

 

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20132015 Non-Qualified Deferred Compensation

 

The table below reports NEO contributions, Company contributions, earnings, and aggregate balances in the Company’s Deferred Compensation Plan for 2013.2015.

 

Name		Executive Contributions in Last FY ($) (1)				Registrant Contributions in Last FY ($) (2)				Aggregate Earnings in Last FY ($) (3)				Aggregate Withdrawals/ Distributions ($) (4)				Aggregate Balance at Last FYE ($) (5)				Executive Contributions in Last FY ($) (1)				Registrant Contributions in Last FY ($) (2)				Aggregate Earnings in Last FY ($) (3)				Aggregate Withdrawals/ Distributions ($) (4)				Aggregate Balance at Last FYE ($) (5)
Dan O. Dinges		$	0			$	211,386			$	4,629,578			$	0			$	14,213,824			$	0			$	230,540			$	(3,218,080	)		$	323,136			$	8,959,263
Scott C. Schroeder		$	0			$	116,281			$	3,304,102			$	0			$	9,610,419			$	0			$	109,871			$	(2,669,395	)		$	0			$	5,202,923
Jeffrey W. Hutton		$	0			$	64,254			$	82			$	0			$	814,660			$	0			$	66,722			$	139			$	0			$	947,950
Phillip L. Stalnaker																						$	34,712			$	56,962			$	(15,610	)		$	0			$	441,157
G. Kevin Cunningham		$	0			$	54,441			$	13			$	0			$	147,094			$	0			$	26,450			$	33			$	0			$	233,278
Phillip L. Stalnaker		$	36,260			$	43,804			$	21,530			$	0			$	236,399

(1)	Amounts reported in this column are included in the Summary Compensation Table as salary and non-equity incentive plan compensation, as applicable.
(2)	Amounts reported in this column are included in the Summary Compensation Table as all other compensation.
(3)	Amounts reported in this column are not included in the Summary Compensation Table.
(4)	Distribution pursuant to election by the NEO.
(5)	Of the aggregate deferred compensation balances in this column, the following amounts are the total deferred amounts previously reported as compensation to the NEOs in prior years’ summary compensation tables, or would have been reported but for the executive not being an NEO in prior years, as salary, stock awards and non-equity incentive plan compensation, as applicable:

Dan O. Dinges		$	4,833,437			$	4,833,437
Scott C. Schroeder		$	2,592,540			$	2,592,540
Jeffrey W. Hutton		$	553,350			$	553,350
Phillip L. Stalnaker						$	145,815
G. Kevin Cunningham		$	0			$	0
Phillip L. Stalnaker		$	101,257

 

Up to 100% of salary and annual cash incentive bonus are permitted to be deferred into the Deferred Compensation Plan, subject to payment of Social Security, Medicare, incomes taxes (on compensation not deferred) and employee benefit plan withholding requirements. Prior to June 1, 2008, TSR performance shares were permitted to be deferred into the Deferred Compensation Plan. The Company also makes contributions to make up for certain matching and profit-sharing contributions which, due to IRS limitations, cannot be contributed to the Company’s tax-qualified savings investment plan (401(k) plan). Earnings on the deferred balances are determined by the executive’s investment selections at the time of deferral. The Company holds deferred amounts and earnings thereon as corporate assets, which are invested as elected by the executive. For 2013,2015, the investment options and their respective rates of return follow:

 

Fund Name		Rate of Return				Fund Name		Rate of Return				Rate of Return				Fund Name		Rate of Return
Fidelity Retirement Money Market			0.01	%		FID Freedom K 2005			8.15	%			0.02	%		FID Freedom K 2005			-0.17	%
Fidelity Spartan U.S. Bond Index			-2.24	%		FID Freedom K 2010			11.20	%			0.59	%		FID Freedom K 2010			-0.23	%
Oakmark Equity & Income			24.25	%		FID Freedom K 2015			11.96	%			-4.60	%		FID Freedom K 2015			-0.22	%
John Hancock Disciplined Value R6													-4.81	%		FID Freedom K 2020			-0.14	%
Oakmark Fund I			37.29	%		FID Freedom K 2020			13.35	%			-3.95	%		FID Freedom K 2025			-0.15	%
Davis NY Venture			34.88	%		FID Freedom K 2025			16.65	%			3.21	%		FID Freedom K 2030			-0.13	%
Spartan 500 Index			32.33	%		FID Freedom K 2030			18.21	%			1.35	%		FID Freedom K 2035			-0.13	%
Fidelity Capital Appreciation K			36.11	%		FID Freedom K 2035			20.86	%			1.76	%		FID Freedom K 2040			-0.12	%
Lord Abbett Mid Cap Stock			30.76	%		FID Freedom K 2040			21.25	%			-3.31	%		FID Freedom K 2045			-0.14	%
Calamos Growth Institution			33.47	%		FID Freedom K 2045			21.84	%
Fidelity Small Cap Stock			29.79	%		FID Freedom K 2050			22.08	%
Fidelity Int’l Discovery K			25.15	%		FID Freedom K 2055			22.78	%
Glenmede Small Cap Equity IS													-2.74	%		FID Freedom K 2050			-0.15	%
Fidelity International Discovery K													4.94	%		FID Freedom K 2055			-0.11	%
Cabot Oil & Gas Common Stock			56.13	%		FID Freedom K Income			4.60	%			-40.08	%		FID Freedom K 2060			-0.16	%
FID Freedom K 2000			4.56	%
																FID Freedom K Income			-0.32	%

 

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Distributions from the Deferred Compensation Plan are based on the executive’s election at the time of deferral. Distribution elections may be modified, provided that the modification is made at least one year prior to the original time elected and the new election is moved out at least five years past the original time-based distribution election. Distribution elections can only be delayed not accelerated.

 

Potential Payments Upon Termination or Change In Control

 

Change In Control Benefits

 

The Company has entered into change in control agreements with each NEO and certain other officers of the Company. The Committee believes that these agreements encourage these executives to remain employed and to carry out their duties with the Company in the event of a change in control of the Company and during circumstances suggesting a change in control might occur. The Committee believes this program is important to maintaining strong leadership in those situations.

 

In the agreements, a “change in control” is generally defined to include:

 

•	any person or group becoming the beneficial owner of 35% or more of either the Company’s common stock or the combined voting power of the Company’s outstanding voting securities, with certain exceptions;
•	specified changes in a majority of the members of the Board of Directors;
•	a reorganization, merger or consolidation or sale or other disposition of substantially all of the Company’s assets being consummated, unless, following the transaction:
	-	the persons who were the beneficial owners of the Company prior to the transaction continue to own at least 50% of the common stock or other securities entitled to vote in the election of directors of the resulting entity in substantially the same proportions as prior to the transaction,
	-	no individual or entity (other than an entity resulting from the transaction) beneficially owns 35% or more of the common equity or voting power of the entity resulting from the transaction, except to the extent that such ownership existed prior to the transaction, and
	-	at least a majority of the members of the Board of Directors of the entity resulting from the transaction were members of the Company’s Board at the time the transaction was approved or entered into; and
•	a liquidation or dissolution of the Company.

 

The agreements provide that, in the event of a change in control or upon an occurrence deemed to be in anticipation of a change in control, the executives will receive certain benefits, provided that their employment is terminated within two years of such event. The executive will receive these benefits unless termination is:

 

•	for cause;
•	voluntary on the part of the executive (but not a constructive termination without cause); or
•	due to death or disability.

 

Benefits under the change in control agreements generally include:

 

a lump-sum cash payment equal to three times the sum of:

•	a lump-sum cash payment equal to three times the sum of:
	-	the executive’s base salary in effect immediately prior to the change in control or the executive’s termination, whichever is greater, and
	-	the greater of (1) the executive’s target bonus for the year during which the change in control occurred or, if greater, the year during which the executive’s termination occurred, or (2) the executive’s actual bonus paid in any of the three fiscal years immediately preceding the change in control or, if termination of employment occurs prior to a change in control, termination of employment;

•	three years of continued medical, dental and life insurance coverage at the premium rate applicable to active executives; and
•	outplacement assistance in an amount up to 15% of the executive’s base salary.

 

Beginning in 2010, the Company ceased entering into agreements containing tax gross-up payments on payments to executives by the Company upon a change in control. The agreements in place prior to that time with all of the NEOs except Mr. Cunningham, who became an officer in September 2010, provide

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that in the event that excise taxes apply to payments to the executives by the Company upon a change

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in control, the Company will make an additional tax gross-up payment to the executive in an amount necessary to leave the executive “whole,” as if no excise tax had applied. No payments have been made to any of the NEOs under these agreements.

 

The award agreements for all of the NEOs’ long-term equity awards also include provisions for the immediate vesting of all unvested awards upon the change in control event, as follows:

 

•	payment with respect to traditional performance shares based on performance through the change in control event as more fully described above under “Grants of Plan-Based Awards;”
•	immediate vesting and exercisability of all of the executive’s stock options and SAR awards, with exercisability extended for the full term of the award;
•	immediate vesting and lapse of restrictions on any outstanding restricted stock grants; and
•	immediate vesting of any outstanding hybrid performance shares.

 

For a more detailed discussion of the terms of these awards, see above under “Grants of Plan-Based Awards.”

 

CEO Employment Agreement

 

In addition to a change in control agreement, we have entered into an employment agreement with Mr. Dinges. Under the terms of Mr. Dinges’ employment agreement, in the event of a change in control, Mr. Dinges will receive the more generous of the benefits and payments, as determined on a benefit-by-benefit basis, under either his change in control agreement or his employment agreement, but not both. The employment agreement provides that if Mr. Dinges terminates his employment for good reason (as defined) or if the Company terminates his employment other than for cause (as defined), Mr. Dinges will receive:

 

•	a lump-sum cash payment equal to two times his annual base salary plus two times his annual target bonus;
•	a 24-month continuation of medical and life insurance programs at the premium rate applicable to active executives;
•	full vesting of all of his restricted stock awards;
•	full vesting of all of his stock option awards and SAR awards, with exercisability extending for 36 months following termination (or the expiration of the original term, if earlier); and
•	full vesting of all of his performance shares, subject to the payout provisions in the underlying award agreements.

 

Potential Payments to NEOs

 

The tables below reflect the compensation payable to each NEO upon voluntary termination, retirement, involuntary not-for-cause termination, for cause termination, termination following a change in control and in the event of disability or death of the executive. The actual amounts to be paid out can only be determined at the time of such executive’s separation from the Company.

 

-2014 Proxy Statement43

Cabot Oil & Gas Corporation - 2016 Proxy Statement52

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DAN O. DINGES, CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER

 

		Voluntary												Involuntary
		Termination												Not For								Change In
Executive Benefit and		for Good				Voluntary				Retirement				Cause				For Cause				Control
Payments Upon Separation		Reason				Termination				(1)				Termination				Termination				(2)				Disability				Death
Compensation
Multiple of Salary (0x, 2x or 3x)		$	1,650,000				-				-			$	1,650,000				-			$	2,475,000				-				-
Multiple of Bonus (-x, 2x or 3x)		$	1,650,000				-				-			$	1,650,000				-			$	5,250,000				-				-
Long-Term Incentive Compensation
Performance Share Vesting(3)		$	16,737,886				-			$	16,737,886			$	16,737,886				-			$	16,737,886			$	16,737,886			$	16,737,886
Stock Appreciation Rights Vesting(4)		$	3,332,018				-			$	3,332,018			$	3,332,018				-			$	3,332,018			$	3,332,018			$	3,332,018
Benefits & Perquisites
Payout of Deferred Compensation(5)		$	14,213,824			$	14,213,824			$	14,213,824			$	14,213,824			$	14,213,824			$	14,213,824			$	14,213,824			$	14,213,824
Health, Life, and Welfare Benefits Continuation		$	30,414				-				-			$	30,414				-			$	45,621				-				-
Excise Tax & Gross-Up			-				-				-				-				-				-				-				-
Outplacement Services			-				-				-				-				-				123,750				-				-
Earned Vacation			-				-				-				-				-				-				-				-
Total		$	37,614,142			$	14,213,824			$	34,283,728			$	37,614,142			$	14,213,824			$	42,178,099			$	34,283,728			$	34,283,728

		Voluntary												Involuntary
		Termination												Not For								Change In
Executive Benefit and Payments		for Good				Voluntary				Retirement				Cause				For Cause				Control
Upon Separation		Reason				Termination				(1)				Termination				Termination				(2)				Disability				Death
Compensation
Multiple of Salary (0x, 2x or 3x)		$	1,800,000				-				-			$	1,800,000				-			$	2,700,000				-				-
Multiple of Bonus (-x, 2x or 3x)		$	4,000,000				-				-			$	4,000,000				-			$	6,000,000				-				-
Long-Term Incentive Compensation
Performance Share Vesting(3)		$	7,236,873				-			$	7,236,873			$	7,236,873				-			$	7,236,873			$	7,236,873			$	7,236,873
Benefits & Perquisites
Payout of Deferred		$	8,959,263			$	8,959,263			$	8,959,263			$	8,959,263			$	8,959,263			$	8,959,263			$	8,959,263			$	8,959,263
Compensation(4)
Health, Life, and Welfare		$	30,707				-				-			$	30,707				-			$	46,060				-				-
Benefits Continuation
Excise Tax & Gross-Up			-				-				-				-				-				-				-				-
Outplacement Services			-				-				-				-				-			$	135,000				-				-
Earned Vacation			-				-				-				-				-				-				-				-
Total		$	22,026,843			$	8,959,263			$	16,196,136			$	22,026,843			$	8,959,263			$	25,077,196			$	16,196,136			$	16,196,136

(1)	Mr. Dinges was retirement eligible on December 31, 2013.2015.
(2)	Amounts in this column representing accelerated vestings of long-term incentive compensation will occur immediately upon the change in control event, pursuant to the terms of the awards.
(3)	The amounts set forth in this row represent a payout at achievement of 100% of pre-established performance objectives. Under normal conditions, the actual payout of the TSR performance awards will occur at the end of the relevant performance period, and may be higher or lower than 100% (up to a maximum of 200%) depending on the Company’s actual Total Shareholder Return ranking for the performance period. However, in the event of a change in control, the performance period will be shortened and payout will occur immediately following the change in control based on the greater of (i) Total Shareholder Return through the end of the month prior to the change in control, or (ii) Total Shareholder Return through the end of the month prior to the change in control using the value realized by shareholders in the change in control event. For hybrid performance shares, receipt of the full payout will occur at the original vesting dates set forth in the award agreements only if the relevant operating income targets are achieved, except in the case of a change in control, in which case full payout will be made immediately upon the change in control. These values were computed using the closing price of the Company’s common stock on December 31, 20132015 of $38.76.$17.69.
(4)	The value of the SARs was computed using the difference between the closing price of the Company’s common stock on December 31, 2013 of $38.76 and the grant price of the SARs, which was the average of the high and low prices of the Company’s common stock on the dates of grant of the SARs.
(5)	Amounts in this row represent earned compensation voluntarily deferred by the NEO under the terms of the deferred compensation plan. For more information, see “2013“2015 Nonqualified Deferred Compensation” above. For termination of employment due to retirement, payment of the deferred compensation is based upon the NEO’s election at the time of deferral. For all other terminations of employment, payment of the deferred compensation is in a lump sum six months from the date of termination.

 

-2014 Proxy Statement44

Cabot Oil & Gas Corporation - 2016 Proxy Statement53

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SCOTT C. SCHROEDER, EXECUTIVE VICE PRESIDENT CFO AND TREASURERCFO

 

										Involuntary								Change In
Executive Benefit and Payments		Voluntary				Retirement				Not For Cause				For Cause				Control
Upon Separation		Termination				(1)				Termination				Termination				(2)				Disability				Death
Compensation
Multiple of Salary (0x or 3x)			-				-				-				-			$	1,350,000				-				-
Multiple of Bonus (0x or 3x)			-				-				-				-			$	3,150,000				-				-
Long-Term Incentive Compensation
Performance Share Vesting(3)			-				-				-				-			$	6,734,085			$	6,734,085			$	6,734,085
Stock Appreciation Rights Vesting(4)			-				-				-				-			$	1,243,532			$	1,243,532			$	1,243,532
Benefits & Perquisites
Payout of Deferred Compensation(5)		$	9,610,418			$	9,610,418			$	9,610,418			$	9,610,418			$	9,610,418			$	9,610,418			$	9,610,418
Health, Life, and Welfare Benefits Continuation			-				-				-				-			$	80,279				-				-
Excise Tax & Gross-Up			-				-				-				-			$	5,418,828				-				-
Outplacement Services			-				-				-				-			$	67,500				-				-
Earned Vacation		$	35,697			$	35,697			$	35,697			$	35,697			$	35,697			$	35,697			$	35,697
Total		$	9,646,115			$	9,646,115			$	9,646,115			$	9,646,115			$	27,690,339			$	17,623,732			$	17,623,732

										Involuntary								Change In
Executive Benefit and Payments		Voluntary				Retirement				Not For Cause				For Cause				Control
Upon Separation		Termination				(1)				Termination				Termination				(2)				Disability				Death
Compensation
Multiple of Salary (0x or 3x)			-				-				-				-			$	1,425,000				-				-
Multiple of Bonus (0x or 3x)			-				-				-				-			$	3,337,500				-				-
Long-Term Incentive Compensation
Performance Share Vesting(3)			-				-				-				-			$	3,109,566			$	3,109,566			$	3,109,566
Benefits & Perquisites
Payout of Deferred Compensation(4)		$	5,202,923			$	5,202,923			$	5,202,923			$	5,202,923			$	5,202,923			$	5,202,923			$	5,202,923
Health, Life, and Welfare Benefits			-				-				-				-			$	75,047				-				-
Continuation
Excise Tax & Gross-Up			-				-				-				-				-				-				-
Outplacement Services			-				-				-				-			$	71,250				-				-
Earned Vacation		$	3,302			$	3,302			$	3,302			$	3,302			$	3,302			$	3,302			$	3,302
Total		$	5,206,225			$	5,206,225			$	5,206,225			$	5,206,225			$	13,224,588			$	8,315,791			$	8,315,791

(1)	Mr. Schroeder was not retirement eligible on December 31, 2013.
(2)	Amounts in this column representing accelerated vestings of long-term incentive compensation will occur immediately upon the change in control event, pursuant to the terms of the awards.
(3)	The amounts set forth in this row represent a payout at achievement of 100% of pre-established performance objectives. Under normal conditions, the actual payout of the TSR performance awards will occur at the end of the relevant performance period, and may be higher or lower than 100% (up to a maximum of 200%) depending on the Company’s actual Total Shareholder Return ranking for the performance period. However, in the event of a change in control, the performance period will be shortened and payout will occur immediately following the change in control based on the greater of (i) Total Shareholder Return through the end of the month prior to the change in control, or (ii) Total Shareholder Return through the end of the month prior to the change in control using the value realized by shareholders in the change in control event. For hybrid performance shares, receipt of the full payout will occur at the original vesting dates set forth in the award agreements only if the relevant operating income targets are achieved, except in the case of a change in control, in which case full payout will be made immediately upon the change in control. These values were computed using the closing price of the Company’s common stock on December 31, 2013 of $38.76.
(4)	The value of the SARs was computed using the difference between the closing price of the Company’s common stock on December 31, 2013 of $38.76 and the grant price of the SARs, which was the average of the high and low prices of the Company’s common stock on the dates of grant of the SARs.
(5)	Amounts in this row represent earned compensation voluntarily deferred by the NEO under the terms of the deferred compensation plan. For more information, see “2013 Nonqualified Deferred Compensation” above. For termination of employment due to retirement, payment of the deferred compensation is based upon the NEO’s election at the time of deferral. For all other terminations of employment, payment of the deferred compensation is in a lump sum six months from the date of termination.

-2014 Proxy Statement45

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JEFFREY W. HUTTON, SENIOR VICE PRESIDENT, MARKETING

										Involuntary								Change In
Executive Benefit and Payments		Voluntary				Retirement				Not For Cause				For Cause				Control
Upon Separation		Termination				(1)				Termination				Termination				(2)				Disability				Death
Compensation
Multiple of Salary (0x or 3x)			-				-				-				-			$	1,020,000				-				-
Multiple of Bonus (0x or 3x)			-				-				-				-			$	1,740,000				-				-
Long-Term Incentive Compensation
Performance Share Vesting(3)			-			$	2,256,995				-				-			$	2,256,995			$	2,256,995			$	2,256,995
Stock Appreciation Rights Vesting(4)			-			$	445,041				-				-			$	445,041			$	445,041			$	445,041
Benefits & Perquisites
Payout of Deferred Compensation(5)		$	814,660			$	814,660			$	814,660			$	814,660			$	814,660			$	814,660			$	814,660
Health, Life, and Welfare Benefits Continuation			-				-				-				-			$	35,733				-				-
Excise Tax & Gross-Up			-				-				-				-				-				-				-
Outplacement Services			-				-				-				-			$	51,000				-				-
Earned Vacation		$	21,740			$	21,740			$	21,740			$	21,740			$	21,740			$	21,740			$	21,740
Total		$	836,400			$	3,538,436			$	836,400			$	836,400			$	6,385,169			$	3,538,436			$	3,538,436

(1)	Mr. Hutton was retirement eligible on December 31, 2013.2015.
(2)	Amounts in this column representing accelerated vestings of long-term incentive compensation will occur immediately upon the change in control event, pursuant to the terms of the awards.
(3)	The amounts set forth in this row represent a payout at achievement of 100% of pre-established performance objectives. Under normal conditions, the actual payout of the TSR performance awards will occur at the end of the relevant performance period, and may be higher or lower than 100% (up to a maximum of 200%) depending on the Company’s actual Total Shareholder Return ranking for the performance period. However, in the event of a change in control, the performance period will be shortened and payout will occur immediately following the change in control based on the greater of (i) Total Shareholder Return through the end of the month prior to the change in control, or (ii) Total Shareholder Return through the end of the month prior to the change in control using the value realized by shareholders in the change in control event. For hybrid performance shares, receipt of the full payout will occur at the original vesting dates set forth in the award agreements only if the relevant operating income targets are achieved, except in the case of a change in control, in which case full payout will be made immediately upon the change in control. These values were computed using the closing price of the Company’s common stock on December 31, 20132015 of $38.76.$17.69.
(4)	The value of the SARs was computed using the difference between the closing price of the Company’s common stock on December 31, 2013 of $38.76 and the grant price of the SARs, which was the average of the high and low prices of the Company’s common stock on the dates of grant of the SARs.
(5)	Amounts in this row represent earned compensation voluntarily deferred by the NEO under the terms of the deferred compensation plan. For more information, see “2013“2015 Nonqualified Deferred Compensation” above. For termination of employment due to retirement, payment of the deferred compensation is based upon the NEO’s election at the time of deferral. For all other terminations of employment, payment of the deferred compensation is in a lump sum six months from the date of termination.

 

-2014 Proxy Statement46

Cabot Oil & Gas Corporation - 2016 Proxy Statement54

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G. KEVIN CUNNINGHAM,JEFFREY W. HUTTON, SENIOR VICE PRESIDENT, AND GENERAL COUNSELMARKETING

 

										Involuntary								Change In
Executive Benefit and Payments		Voluntary				Retirement				Not For Cause				For Cause				Control
Upon Separation		Termination				(1)				Termination				Termination				(2)				Disability				Death
Compensation
Multiple of Salary (0x or 3x)			-				-				-				-			$	1,005,000				-				-
Multiple of Bonus (0x or 3x)			-				-				-				-			$	1,522,500				-				-
Long-Term Incentive Compensation
Performance Share Vesting(3)			-				-				-				-			$	2,125,831			$	2,125,831			$	2,125,831
Stock Appreciation Rights Vesting(4)			-				-				-				-			$	400,586			$	400,586			$	400,586
Restricted Stock Vesting
Benefits & Perquisites
Payout of Deferred Compensation(5)		$	147,094			$	147,094			$	147,094			$	147,094			$	147,094			$	147,094			$	147,094
Health, Life, and Welfare Benefits Continuation			-				-				-				-			$	38,529				-				-
Excise Tax & Gross-Up			-				-				-				-				-				-				-
Outplacement Services			-				-				-				-			$	50,250				-				-
Earned Vacation		$	161			$	161			$	161			$	161			$	161			$	161			$	161
Total		$	147,255			$	147,255			$	147,255			$	147,255			$	5,289,951			$	2,673,672			$	2,673,672

										Involuntary								Change In
Executive Benefit and Payments		Voluntary				Retirement				Not For Cause				For Cause				Control
Upon Separation		Termination				(1)				Termination				Termination				(2)				Disability				Death
Compensation
Multiple of Salary (0x or 3x)			-				-				-				-			$	1,065,000				-				-
Multiple of Bonus (0x or 3x)			-				-				-				-			$	1,785,000				-				-
Long-Term Incentive Compensation
Performance Share Vesting(3)			-			$	900,739				-				-			$	900,739			$	900,739			$	900,739
Benefits & Perquisites
Payout of Deferred Compensation(4)		$	947,950			$	947,950			$	947,950			$	947,950			$	947,950			$	947,950			$	947,950
Health, Life, and Welfare Benefits			-				-				-				-			$	35,959				-				-
Continuation
Excise Tax & Gross-Up			-				-				-				-				-				-				-
Outplacement Services			-				-				-				-			$	53,250				-				-
Earned Vacation		$	11,172			$	11,172			$	11,172			$	11,172			$	11,172			$	11,172			$	11,172
Total		$	959,122			$	1,859,861			$	959,122			$	959,122			$	4,799,070			$	1,859,861			$	1,859,861

(1)	Mr. CunninghamHutton was not retirement eligible on December 31, 2013.2015.
(2)	Amounts in this column representing accelerated vestings of long-term incentive compensation will occur immediately upon the change in control event, pursuant to the terms of the awards.
(3)	The amounts set forth in this row represent a payout at achievement of 100% of pre-established performance objectives. Under normal conditions, the actual payout of the TSR performance awards will occur at the end of the relevant performance period, and may be higher or lower than 100% (up to a maximum of 200%) depending on the Company’s actual Total Shareholder Return ranking for the performance period. However, in the event of a change in control, the performance period will be shortened and payout will occur immediately following the change in control based on the greater of (i) Total Shareholder Return through the end of the month prior to the change in control, or (ii) Total Shareholder Return through the end of the month prior to the change in control using the value realized by shareholders in the change in control event. For hybrid performance shares, receipt of the full payout will occur at the original vesting dates set forth in the award agreements only if the relevant operating income targets are achieved, except in the case of a change in control, in which case full payout will be made immediately upon the change in control. These values were computed using the closing price of the Company’s common stock on December 31, 20132015 of $38.76.$17.69.
(4)	The value of the SARs was computed using the difference between the closing price of the Company’s common stock on December 31, 2013 of $38.76 and the grant price of the SARs, which was the average of the high and low prices of the Company’s common stock on the dates of grant of the SARs.
(5)	Amounts in this row represent earned compensation voluntarily deferred by the NEO under the terms of the deferred compensation plan. For more information, see “2013“2015 Nonqualified Deferred Compensation” above. For termination of employment due to retirement, payment of the deferred compensation is based upon the NEO’s election at the time of deferral. For all other terminations of employment, payment of the deferred compensation is in a lump sum six months from the date of termination.

 

-2014 Proxy Statement47

Cabot Oil & Gas Corporation - 2016 Proxy Statement55

Back to Contents

PHILLIP L. STALNAKER, VICE PRESIDENT AND REGIONAL MANAGER, NORTH REGION

 

										Involuntary								Change In
Executive Benefit and Payments		Voluntary				Retirement				Not For Cause				For Cause				Control
Upon Separation		Termination				(1)				Termination				Termination				(2)				Disability				Death
Compensation
Multiple of Salary (0x or 3x)			-				-				-				-			$	900,000				-				-
Multiple of Bonus (0x or 3x)			-				-				-				-			$	1,290,000				-				-
Long-Term Incentive Compensation
Performance Share Vesting(3)			-				-				-				-			$	1,810,789			$	1,810,789			$	1,810,789
Stock Appreciation Rights Vesting(4)			-				-				-				-			$	302,726			$	302,726			$	302,726
Benefits & Perquisites
Payout of Deferred Compensation(5)		$	236,399			$	236,399			$	236,399			$	236,399			$	236,399			$	236,399			$	236,399
Health, Life, and Welfare Benefits Continuation			-				-				-				-			$	81,208				-				-
Excise Tax & Gross-Up			-				-				-				-			$	2,201,864				-				-
Outplacement Services			-				-				-				-			$	45,000				-				-
Earned Vacation		$	7,716			$	7,716			$	7,716			$	7,716			$	7,716			$	7,716			$	7,716
Total		$	244,115			$	244,115			$	244,115			$	244,115			$	6,875,702			$	2,357,630			$	2,357,630

										Involuntary								Change In
Executive Benefit and Payments		Voluntary				Retirement				Not For Cause				For Cause				Control
Upon Separation		Termination				(1)				Termination				Termination				(2)				Disability				Death
Compensation
Multiple of Salary (0x or 3x)			-				-				-				-			$	1,050,000				-				-
Multiple of Bonus (0x or 3x)			-				-				-				-			$	1,725,000				-				-
Long-Term Incentive Compensation
Performance Share Vesting(3)			-				-				-				-			$	839,691			$	839,691			$	839,691
Benefits & Perquisites
Payout of Deferred Compensation(4)		$	441,157			$	441,157			$	441,157			$	441,157			$	441,157			$	441,157			$	441,157
Health, Life, and Welfare Benefits			-				-				-				-			$	74,483				-				-
Continuation
Excise Tax & Gross-Up			-				-				-				-				-				-				-
Outplacement Services			-				-				-				-			$	52,500				-				-
Earned Vacation		$	2,396			$	2,396			$	2,396			$	2,396			$	2,396			$	2,396			$	2,396
Total		$	443,553			$	443,553			$	443,553			$	443,553			$	4,185,227			$	1,283,244			$	1,283,244

(1)	Mr. Stalnaker was not retirement eligible on December 31, 2013.2015.
(2)	Amounts in this column representing accelerated vestings of long-term incentive compensation will occur immediately upon the change in control event, pursuant to the terms of the awards.
(3)	The amounts set forth in this row represent a payout at achievement of 100% of pre-established performance objectives. Under normal conditions, the actual payout of the TSR performance awards will occur at the end of the relevant performance period, and may be higher or lower than 100% (up to a maximum of 200%) depending on the Company’s actual Total Shareholder Return ranking for the performance period. However, in the event of a change in control, the performance period will be shortened and payout will occur immediately following the change in control based on the greater of (i) Total Shareholder Return through the end of the month prior to the change in control, or (ii) Total Shareholder Return through the end of the month prior to the change in control using the value realized by shareholders in the change in control event. For hybrid performance shares, receipt of the full payout will occur at the original vesting dates set forth in the award agreements only if the relevant operating income targets are achieved, except in the case of a change in control, in which case full payout will be made immediately upon the change in control. These values were computed using the closing price of the Company’s common stock on December 31, 20132015 of $38.76.$17.69.
(4)	The value of the SARs was computed using the difference between the closing price of the Company’s common stock on December 31, 2013 of $38.76 and the grant price of the SARs, which was the average of the high and low prices of the Company’s common stock on the dates of grant of the SARs.
(5)	Amounts in this row represent earned compensation voluntarily deferred by the NEO under the terms of the deferred compensation plan. For more information, see “2013“2015 Nonqualified Deferred Compensation” above. For termination of employment due to retirement, payment of the deferred compensation is based upon the NEO’s election at the time of deferral. For all other terminations of employment, payment of the deferred compensation is in a lump sum six months from the date of termination.

 

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EQUITY COMPENSATION PLAN INFORMATIONG. KEVIN CUNNINGHAM, VICE PRESIDENT AND GENERAL COUNSEL

The following table provides information as of December 31, 2013 regarding the number of shares of Common Stock that may be issued under the Company’s 2004 Incentive Plan, which is the only equity compensation plan with awards outstanding. The 2004 Incentive Plan was approved by stockholders. The table does not include information regarding the 2014 Incentive Plan, which was approved by our Board of Directors in February 2014, subject to stockholder approval at the Annual Meeting. Shares and share prices discussed in this proxy statement have been adjusted to reflect our two-for-one stock split, in the form of a stock dividend, effective as of August 14, 2013.

Plan Category		(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights				(b) Weighted-average exercise price of outstanding options, warrants and rights				(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders			4,202,963	(1)		$	12.63	(2)			1,731,635	(3)
Equity compensation plans not approved by security holders			n/a				n/a				n/a
Total			4,202,963	(1)		$	12.63	(2)			1,731,635	(3)

										Involuntary								Change In
Executive Benefit and Payments		Voluntary				Retirement				Not For Cause				For Cause				Control
Upon Separation		Termination				(1)				Termination				Termination				(2)				Disability				Death
Compensation
Multiple of Salary (0x or 3x)			-				-				-				-			$	1,044,000				-				-
Multiple of Bonus (0x or 3x)			-				-				-				-			$	1,582,890				-				-
Long-Term Incentive Compensation
Performance Share Vesting(3)			-				-				-				-			$	763,748			$	763,748			$	763,748
Benefits & Perquisites
Payout of Deferred Compensation(4)		$	233,278			$	233,278			$	233,278			$	233,278			$	233,278			$	233,278			$	233,278
Health, Life, and Welfare Benefits			-				-				-				-			$	38,566				-				-
Continuation
Excise Tax & Gross-Up(5)			-				-				-				-				-				-				-
Outplacement Services			-				-				-				-			$	52,200				-				-
Earned Vacation			-				-				-				-				-				-				-
Total		$	233,278			$	233,278			$	233,278			$	233,278			$	3,714,682			$	997,026			$	997,026

(1)	Includes: 667,764 SARs to be settled in common stock, which vest, if at all, in 2014 and 2015; 1,657,980 employee performance shares, the performance periods of which endMr. Cunningham was not retirement eligible on December 31, 2013, 2014 and 2015; 860,6862015.
(2)	Amounts in this column representing accelerated vestings of long-term incentive compensation will occur immediately upon the change in control event, pursuant to the terms of the awards.
(3)	The amounts set forth in this row represent a payout at achievement of 100% of pre-established performance objectives. Under normal conditions, the actual payout of the TSR performance shares awardedawards will occur at the end of the relevant performance period, and may be higher or lower than 100% (up to executive officers,a maximum of 200%) depending on the Company’s actual Total Shareholder Return ranking for the performance periodsperiod. However, in the event of a change in control, the performance period will be shortened and payout will occur immediately following the change in control based on the greater of (i) Total Shareholder Return through the end of the month prior to the change in control, or (ii) Total Shareholder Return through the end of the month prior to the change in control using the value realized by shareholders in the change in control event. For hybrid performance shares, receipt of the full payout will occur at the original vesting dates set forth in the award agreements only if the relevant operating income targets are achieved, except in the case of a change in control, in which endcase full payout will be made immediately upon the change in control. These values were computed using the closing price of the Company’s common stock on December 31, 2013, 2014 and 2015; 450,212 hybrid performance shares awarded2015 of $17.69.
(4)	Amounts in this row represent earned compensation voluntarily deferred by the NEO under the terms of the deferred compensation plan. For more information, see “2015 Nonqualified Deferred Compensation” above. For termination of employment due to executive officers, which vest, ifretirement, payment of the deferred compensation is based upon the NEO’s election at the time of deferral. For all other terminations of employment, payment of the deferred compensation is in 2014, 2015, and 2016; and 566,321 restricted stock units awarded to the non-employee directors, the restrictions on which lapse upon a non-employee director’s departurelump sum six months from the Boarddate of Directors. Of the 860,686 TSR performance shares included, 370,784 shares had a performance period that ended on December 31, 2013 and were certified by the Compensation Committee and vested on January 2, 2014. As a result, the portion of these 370,784 shares granted to the NEOs were included as vested in the “2013 Option Exercises and Stock Vested” table earlier in this proxy statement and were not included as outstanding in the “Outstanding Equity Awards at Fiscal Year-End 2013” table earlier in this proxy statement.termination.
(2)(5)	Price is only with respectMr. Cunningham became an officer in 2010, after we eliminated excise tax gross-ups for new officers, so this benefit does not apply to the 667,764 SARs outstanding because all other outstanding awards were issued without an exercise price. The outstanding SARs have a weighted average remaining term of 4.3 years.him.
(3)	Includes: 27,806 shares of restricted stock, the restrictions on which lapse on various dates in 2014, 2015 and 2016; and 1,703,829 shares that are available for future grants under the 2004 Incentive Plan. On April 29, 2014, the 2004 Incentive Plan expires and no additional shares may be granted under that plan.

 

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AUDIT COMMITTEE REPORT

 

The Audit Committee is composed of three independent, non-employee directors. The Board of Directors has made a determination that the members of the Audit Committee satisfy the requirements of the NYSE listing standards as to independence, financial literacy and experience. The Board determined that one of the members of the Audit Committee, Mr. Kelley, is an “audit committee financial expert” as defined by rules of the SEC. The responsibilities of the Audit Committee are set forth in the Audit Committee Charter, as amended from time to time by the Board of Directors, which is included on the Company’s website atwww.cabotog.com. The function of the Audit Committee is to review and report to the Board of Directors with respect to various auditing and accounting matters, including overseeing the integrity of the financial statements of the Company, the compliance by the Company with legal and regulatory requirements, the selection, independence, qualifications, performance and compensation of the Company’s independent registered public accounting firm and the performance of the Company’s internal audit function. The Audit Committee also reviews its charter annually. This is a report on the Audit Committee’s activities relating to 2013.2015.

 

Review of Audited Financial Statements with Management

 

The Audit Committee reviewed and discussed the audited financial statements and management’s discussion and analysis of the Company’s financial condition and results of operations with the management of the Company.

 

Review of Financial Statements and Other Matters with Independent Registered Public Accounting Firm

 

The Audit Committee discussed with the independent registered public accounting firm the matters required to be discussed as described in Statement on Auditing Standards (“SAS”) No. 16 - Communication with Audit Committees. The Audit Committee has received and reviewed the written disclosures and the letter from PricewaterhouseCoopers LLP (“PWC”), the Company’s independent registered public accounting firm, required by applicable Public Company Accounting Oversight Board requirements regarding the firm’s communications with the Audit Committee concerning independence and has discussed with PWC the independent registered public accounting firm’s independence. These discussions included a review of all audit and non-audit services (including tax services) provided by PWC to the Company.

 

Recommendation that Financial Statements be Included in the Annual Report

 

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 20132015 and filed with the SEC.

 

Audit Committee

Robert Kelley (Chairman)
Rhys J. Best
Robert L. Keiser

 

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FEES BILLED BY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR SERVICES IN 20132015 AND 20122014

 

Fee Type*		2013				2012				2015				2014
Audit Fees		$	1,525,000			$	1,561,000			$	1,700,000			$	1,635,100
Audit Related Fees(1)		$	80,185				-			$	-				-
Tax Fees(2)(1)		$	600,002			$	257,256			$	346,912			$	579,457
All Other Fees(3)(2)		$	1,919			$	1,919			$	1,919			$	1,919

*	No pre-approved requirements were waived under the de minimis exception.
(1)	Consists of audit-related fees associated with the divestiture of certain oil and gas properties during 2013. The Company was reimbursed for these fees by the purchaser of the properties.
(2)	Consists of federal, state and sales tax planning, audit support,tax compliance advice, and return preparation.tax advice.
(3)(2)	Consists of an accounting research software license.

 

PROPOSAL 2

APPOINTMENT OF INDEPENDENT REGISTEREDPUBLIC ACCOUNTING FIRM

 

The Audit Committee has approved and recommended the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm to examine the Company’s financial statements for 2014.2016. The persons named in the accompanying proxy will vote in accordance with the choice specified thereon, or, if no choice is properly indicated, in favor of the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company. A representative of PricewaterhouseCoopers LLP is not expected to be in attendance at the Annual Meeting.

 

See “Audit Committee Report” above for further information.

 

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF THE APPOINTMENT OF THE FIRM OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR ITS 20142016 FISCAL YEAR.

 

PROPOSAL 3

TO APPROVE, BY NON-BINDING ADVISORY VOTE, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

 

The shareholders of the Company are entitled to vote at the Annual Meeting to approve the compensation of the Company’s NEOs, as disclosed in this Proxy Statement. The shareholder vote on executive compensation is an advisory vote only, and it is not binding on the Company or the Board of Directors. Although the vote is non-binding, the Compensation Committee and the Board value the opinions of the shareholders and will consider the outcome of the vote when making future compensation decisions.

 

As described more fully in the Compensation Discussion and Analysis section of this Proxy Statement, the Company’s executive compensation program is designed to:

 

•	Align executive compensation design and outcomes with our business strategy;
•	Encourage management to create sustained value for the shareholders while managing inherent business risks;
•	Attract, retain, and engage talented executives; and
•	Support a long-term performance-based culture throughout the Company.

 

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Support a performance-based culture throughout the Company.

The executive compensation program seeks to align executive compensation with shareholder value on an annual and long-term basis through a combination of base pay, annual cash incentive bonus and long-term equity award incentives. The annual cash incentive bonus is based on Company-wide performance for year-over-year oil and natural gas reserve and production growth, along with absolute levels for finding costs and unit production costs. For 2013,2015, the aggregate bonus award pool for the annual cash incentive bonus was 225%110% of the target bonus.

 

In addition, in 20132015 long-term incentive awards were comprised of (i) TSR performance shares, which are based on total shareholder return relative to an industry peer group over a three-year performance period, and (ii) hybrid performance shares, which are based on annual operating cash flow and vest over a three year period.

 

At-risk compensation for the Chief Executive Officer in 20132015 was targeted at 89%90% and for the other NEOs was targeted at an average of 81%. The Company also has several governance programs in place to align executive compensation with shareholder interests. These programs include: an annual advisory vote on executive compensation, stock ownership guidelines, an anti-hedging policy, limited perquisites and the use of wealth accumulation spreadsheets. For information on the Company’s 20132015 operational and financial accomplishments, see “Compensation Discussion and Analysis” above.

 

The advisory vote regarding the compensation of the NEOs described in this Proposal 3 will be approved if a majority of the shares present in person or by proxy at the meeting and entitled to vote on the proposal vote in favor of the proposal. Abstentions will have the same effect as votes against the proposal, but broker non-votes will not effectaffect the outcome of the voting on the proposal.

 

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTEFORTHE APPROVAL OF THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS.

PROPOSAL 4

APPROVAL OF AN AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK

The Board of Directors has approved and declared advisable, and is recommending to the stockholders for approval at the Annual Meeting, an amendment to Article IV of the Company’s Certificate of Incorporation, as amended, which sets forth the terms of the Company’s authorized capital stock. Article IV currently authorizes 480,000,000 shares of Common Stock, as well as 5,000,000 shares of Preferred Stock, par value $.10 per share. The proposed amendment would increase the authorized Common Stock to 960,000,000 shares of Common Stock. The authorized shares of Preferred Stock would remain 5,000,000. If adopted by the stockholders, this amendment would become effective upon filing of an appropriate Certificate of Amendment with the Secretary of State of the State of Delaware. The proposed amendment to Article IV of the Certificate of Incorporation would replace the first sentence of the Article with the following:

The aggregate number of shares of all classes of stock which the Company shall have authority to issue is 965,000,000, divided into 5,000,000 shares of Preferred Stock, par value $.10 per share (“Preferred Stock”), and 960,000,000 shares of Common Stock, par value $.10 per share (the “Common Stock”).

The additional shares of Common Stock authorized by the proposed amendment, if and when issued, would have the same rights and privileges as the shares of Common Stock currently authorized. The Common Stock has no preemptive rights to purchase Common Stock or other securities. In addition, under Delaware law, our stockholders are not entitled to dissenters’ or appraisal rights in connection with the proposed increase in the number of shares of Common Stock authorized for issuance.

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Historical Stock Issuance

As of December 31, 2013, we had issued approximately 422,015,000 shares of common stock, over 92% of which (389,477,333 shares) have been issued since December 31, 2003. Of the shares issued during this ten-year period, over 90% have been issued as a result of stock splits, which are not dilutive to stockholders, as indicated in the chart below.

SHARES ISSUED SINCE DECEMBER 31, 2003 (389,477,333 SHARES)

Most recently, we issued 210,979,760 shares of Common Stock in connection with our August 2013 two-for-one stock split. As of February 1, 2014, 416,620,608 shares of Common Stock were issued and outstanding and 3,859,985 were reserved for issuance under the 2004 Incentive Plan. As a result, only approximately 60 million shares are available for issuance for future purposes and the Board of Directors deems it advisable to increase our authorized Common Stock. The additional Common Stock to be authorized would be available for possible stock dividends or splits, future financing and acquisition transactions, employee benefit plans and other corporate purposes. Having such shares available for issuance in the future would give the Company greater flexibility and allow shares of Common Stock to be issued without the expense and delay of a stockholders’ meeting. The additional shares of Common Stock would be available for issuance without further action by the stockholders unless such action is required by applicable law or the rules of any stock exchange on which the Common Stock may be listed. The New York Stock Exchange, on which the Common Stock is listed, currently requires stockholder approval as a prerequisite to listing shares in certain instances, including in connection with acquisition transactions where the present or potential issuance of shares could result in an increase in the number of shares of common stock outstanding of at least 20%.

We have no present arrangements, commitments, understandings or pending negotiations for the issuance of additional shares of newly authorized Common Stock.

We have has not proposed the increase in the authorized number of shares of Common Stock with the intention of using the additional shares for anti-takeover purposes, although we could theoretically use the additional shares to make more difficult or to discourage an attempt to acquire control of the Company. We are not aware of any pending or threatened efforts to acquire control of the Company.

Approval of the proposal to increase the number of authorized shares of Common Stock by amending the Company’s Certificate of Incorporation requires the affirmative vote of a majority of the shares outstanding on the record date and entitled to vote. Votes may be cast FOR or AGAINST the proposal, and stockholders may also ABSTAIN from voting on the proposal. Because shares represented by abstentions or broker non-votes are considered outstanding, abstentions and broker non-votes will have the same effect as a vote AGAINST the proposal.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTEFOR APPROVAL OF THE PROPOSED AMENDMENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION.

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PROPOSAL 5

APPROVAL OF THE 2014 INCENTIVE PLAN

We are asking our stockholders to approve the Cabot Oil & Gas Corporation 2014 Incentive Plan (the “2014 Plan”). Our Board of Directors approved the 2014 Plan, subject to stockholder approval, on February 20, 2014, to replace our 2004 Incentive Plan (the “2004 Plan”), which expires on April 29, 2014, ten years after its initial approval by our stockholders. After that date, no additional awards may be granted under the 2004 Plan. The 2014 Plan is summarized below and the full text of the 2014 Plan is attached to this proxy statement as Appendix A.

Reason for the Proposal

The 2014 Plan is intended to replace our 2004 Plan and is needed to continue our equity compensation program. As of December 31, 2013, there were 1,703,829 shares of common stock remaining available for grant under the 2004 Plan, none of which will (i) be granted after the Annual Meeting or (ii) become available for grant under our 2014 Plan. Any previously granted awards that are outstanding under the 2004 Plan will remain outstanding in accordance with their terms. As of December 31, 2013 there were 4,230,769 shares of common stock subject to outstanding awards under the 2004 Plan.

If the 2014 Plan is approved by the stockholders, the Company will have 18 million shares of common stock available for future equity awards. If the 2014 Plan is not approved by the stockholders, we will not be able to fund our long-term incentive program and the Company may be required to increase significantly the cash component of our executive compensation program in order to remain competitive and adequately compensate our employees. Such a drastic change in our long-term incentive program could cause significant misalignment between executive and stockholder interests.

We believe that incentive awards are critical to attracting, retaining and engaging highly qualified employees and to aligning their financial interests with the financial interests of our stockholders. Our Board recommends that stockholders approve the 2014 Plan to allow us to continue to provide such incentives.

Stockholder approval of the 2014 Plan will also constitute approval for purposes of satisfying the stockholder approval requirements (i) under Section 162(m) of the Internal Revenue Code of 1986, as amended, or the rules and regulations thereunder, so that the Compensation Committee has the discretion to grant equity- and cash-based awards in the future under the 2014 Plan that meet the requirements of “performance-based compensation” under Section 162(m) and (ii) under Section 422 of the Internal Revenue Code so that the Compensation Committee may grant incentive stock options, or ISOs.

Key Changes from 2004 Plan

The Board believes that the 2004 Plan has been effective in attracting and retaining highly qualified employees and non-employee directors and has provided incentives that align the economic interests of participants with those of our shareholders. The 2014 Plan retains most of the material terms of the 2004

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Plan, with certain changes to better align our plan with current trends related to plan design and corporate governance, as illustrated by the table below:

		2004 Plan		2014 Plan
Authorized Shares		20,400,000 (adjusted for stock splits)		18,000,000
Definition of Fair MarketValue		Generally, average of highest and lowest reported sales prices on a trading day		Generally, closing sales price on a trading day
Available shares from priorplans		Shares reserved but not subject to awards under prior plans available for awards under 2004 Plan		No use of shares from prior plans
Repricing of Options andSARS		Prohibited with respect to options, but silent as to SARs (no SARs were ever repriced)		Expressly prohibited with respect to options and SARs
Plan-level limits for certaintypes of awards		Contains limits on number of shares used for stock awards that are non performance-based and for incentive stock options		Contains limit on number of shares used for awards of incentive stock options
Dividends;Dividend Equivalents		Available on all types of awards Could be paid on unvested awards		Not available for stock options or SARs Can be paid only on vested awards
Clawbacks		Not expressly addressed		All awards will be subject to any clawback policy we adopt
Expiration protection forOptions or SARs		Not expressly addressed		Extends term of outstanding stock options or SARs for additional 30 days if expires during trading blackout period under Company insider trading policy
				Automatic exercise of stock options and SARs if the exercise price is less than the fair market value at expiration

Best Practice Features of the 2014 Plan

•	No Repricing of Options or SARs.Prohibits repricing, replacement and regranting of stock options and SARs at lower prices unless approved by our stockholders.
•	No Discounted Options or SARs.Stock options and SARs may not be granted with an exercise price below the closing price of our Common Stock on the NYSE on the date of grant.
•	No Dividends on Options or SARs.Dividends and dividend equivalents may not be paid or accrued on unvested stock options or SARs.
•	Limited terms for Options and SARs.Stock options and SARs granted under the 2014 Plan are limited to 10 year terms.
•	Awards may be subject to future clawback or recoupment.All awards granted under the 2014 Plan will be subject to any clawback policy we have or adopt.
•	No Transferability.Awards generally may not be transferred, except by will or the laws of descent and distribution, unless approved by the Compensation Committee.
•	No “Evergreen” Provision.Shares authorized for issuance under the 2014 Plan will not be automatically replenished. Any additional shares to be issued over and above the amount for which we are seeking authorization must be approved by the stockholders.

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•	No Automatic Grants. There are no automatic grants to new participants or “reload” grants when outstanding awards are exercise, expire or are forfeited.
•	No Tax Gross-ups.Participants do not receive taxgross-ups under the 2014 Plan.

Key Historical Stock Usage Data

The Compensation Committee, which administers the 2004 Plan and will administer the 2014 Plan, if approved, believes it is important to strike a balance between stockholder concerns regarding the potential dilutive effect of equity awards and the ability to attract, retain and engage employees whose contributions are critical to the Company’s long-term success. As shown in the chart below, the Company’s three-year average annual burn rate under the 2004 Plan is 0.35%, which is well below the Institutional Shareholder Services (ISS) 2013 mean burn rate and ISS burn rate cap for Russell 3000 companies in our industry of 2.18% and 4.57%, respectively.

Number of Shares Requested

In determining the number of shares to make available under the 2014 Plan, the Compensation Committee considered the key historical stock usage data under the 2004 Plan described above, the advice of Meridian Compensation Partners, LLP, its independent compensation consultant, and the estimated cost and dilution of the 2014 Plan. The Compensation Committee also considered the input of several of our largest stockholders as provided by published equity plan approval guidelines and in direct conversations between members of management and the stockholders. The Compensation Committee also considered many factors that affect the number of shares required for long-term incentive equity awards, such as changes in stock price over the life of the plan, the number of participants in the program and the size of awards to each participant. Considering all of these factors, the Compensation Committee determined that 18 million shares is a prudent amount to satisfy the long-term incentive goals of the 2014 Plan and also meet the expectations of the stockholders for minimal levels of dilution. None of the shares remaining available for grant

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under the 2004 Plan would be available for issuance under the 2014 Plan.

If the 2014 Plan is approved, the total dilution from all outstanding awards under the 2004 Plan as of December 31, 2013 and the 18 million shares requested for issuance under the 2014 Plan would be approximately 5.29% of the weighted average common shares outstanding as of December 31, 2013.

Section 162(m) of the Code

The 2014 Plan has been structured in a manner such that awards granted under it can satisfy the requirements for “performance-based” compensation within the meaning of Section 162(m) of the Internal Revenue Code; however, there can be no guarantee that amounts payable under the 2014 Plan will be treated as qualified “performance-based” compensation under Section 162(m). In general, under Section 162(m), in order for the Company to be able to deduct compensation in excess of $1,000,000 paid in any one year to the Company’s chief executive officer or any of the Company’s three other most highly compensated executive officers (other than the Company’s chief financial officer), such compensation must qualify as “performance-based.” One of the requirements of “performance-based” compensation for purposes of Section 162(m) is that the material terms of the performance goals under which compensation may be paid be disclosed to and approved by the Company’s shareholders every five years. For purposes of Section 162(m), the material terms include (i) the individuals eligible to receive compensation, (ii) a description of the business criteria on which the performance goal is based, and (iii) the maximum amount of compensation that can be paid to an individual under the performance goal. With respect to the various types of awards under the 2014 Plan, each of these aspects is discussed below, and shareholder approval of the 2014 Plan will be deemed to constitute approval of each of these aspects of the 2014 Plan for purposes of the approval requirements of Section 162(m).

Summary of the 2014 Plan

The following summary of certain major features of the 2014 Plan is subject to the specific provisions contained in the full text of the 2014 Plan, which is attached to this proxy statement as Appendix A.

Purpose of the 2014 Incentive Plan

The 2014 Plan is intended to continue the success of the 2004 Plan in contributing to the Company’s ability to attract and retain talented employees, consultants and directors and to reward them for making contributions to the success of the Company, all while aligning the interests of the Company’s employees, consultants and directors to the interests of stockholders. The 2014 Plan is intended to provide a means to pay annual cash incentive compensation as well as long-term equity incentive compensation to our employees, consultants and directors. The 2014 Plan provides for the grant to the Company’s employees and consultants of stock options, stock appreciation rights, stock awards, which may include restricted stock or restricted stock units, performance awards and cash awards. See “Employee Awards” below. The 2014 Plan also provides for the grant of stock option and stock awards to nonemployee directors, as described below under “Nonemployee Director Awards.”

Types of Awards

The 2014 Plan provides for the grant of any or all of the following types of awards:

•	stock options, including incentive stock options and non-qualified stock options;
•	stock appreciation rights, either independent of, or in connection with, stock options;

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•	restricted stock;
•	restricted stock units;
•	performance awards; and
•	cash awards.

Awards may be granted singly, in combination, or in tandem as determined by the Compensation Committee.

Eligibility

Employees, including executive officers, and consultants of the Company and its subsidiaries are eligible to be considered for awards under the 2014 Plan. All nonemployee directors are also eligible to be considered for awards under the 2014 Plan.

We currently have approximately 684 employees and six nonemployee directors. Approximately 200 employees and all directors are currently eligible to receive awards under the 2004 Plan.

Shares Subject to the Plan

A total of 18 million shares of Common Stock may be issued under the 2014 Plan. Under the 2014 Plan, no more than 10 million shares of Common Stock may be issued pursuant to incentive stock options. Shares of Common Stock will be made available either from authorized but unissued shares or from treasury shares that have been issued but reacquired by the Company. Shares subject to awards under the 2014 Plan that are forfeited, terminated, expire unexercised, settled in cash, withheld to satisfy tax obligations or otherwise lapse will become available for future awards under the 2014 Plan. In addition, shares tendered to satisfy the purchase price of an award or satisfy tax withholding obligations under the 2014 Plan will become available for future awards under the 2014 Plan. Shares delivered in settlement, assumption, or substitution of awards granted by another entity as a result of an acquisition or under an acquired entity’s plan will not reduce the number of shares available under the 2014 Plan to the extent allowed under the rules of the New York Stock Exchange.

The Board of Directors may make appropriate adjustments in the number of shares available under the 2014 Plan to reflect any stock split, stock dividend, recapitalization, reorganization, consolidation, merger, combination or exchange of shares, distribution to stockholders (including cash dividends that the Board of Directors determines are not in ordinary course of business but excluding normal cash dividends) or other similar event.

Administration

The Board of Directors has designated the Compensation Committee to administer all employee and consultant awards under the 2014 Plan. The Compensation Committee has the discretion to determine the employees and consultants who will be granted awards, the sizes and types of such awards, and the terms and conditions of such awards, subject to the limitations set forth in the 2014 Plan. In addition, the Compensation Committee has full and final authority to interpret the 2014 Plan and may, from time to time, adopt rules and regulations in order to carry out the terms of the 2014 Plan.

Subject to certain restrictions contained in the 2014 Plan, the Compensation Committee has the discretion to extend the exercisability of an award, accelerate the vesting or exercisability of an award, or otherwise amend the award in a manner that is not materially adverse to, or is consented to by, the recipient of the award, except that no stock option or stock appreciation right may be repriced without stockholder approval.

The Board of Directors administers all director awards under the 2014 Plan and has the same powers, duties, and authority with respect to director

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awards as the Compensation Committee retains with respect to employee awards. To the extent allowed by applicable law, the Board of Directors or the Compensation Committee may delegate to another subcommittee of the Board of Directors or to the Company’s Chief Executive Officer and/or another executive officer the authority to grant awards out of a specified pool of cash or shares under the 2014 Plan. The Board of Directors or the Compensation Committee may also delegate to the Chief Executive Officer and to other employees its administrative duties under the 2014 Plan (excluding its granting authority).

Employee Awards

At the discretion of the Compensation Committee, employees may be granted awards under the 2014 Plan in the form of stock options, stock appreciation rights, stock awards, cash awards or performance awards. Such awards may be granted singly, in combination, or in tandem.

Stock Options

The 2014 Plan provides for the granting to employees of incentive stock options, which are intended to comply with Section 422 of the Internal Revenue Code, and non-qualified stock options.

A stock option is a right to purchase a specified number of shares of Common Stock at a specified grant price. All stock options granted under the 2014 Plan must have an exercise price per share that is not less than the fair market value (as defined in the 2014 Plan) of the Common Stock on the date of grant (and must also be greater than the par value of the Common Stock). All stock options granted under the 2014 Plan must have a term of no more than ten years. However, if the term of a non-qualified stock option expires when trading of the Common Stock is prohibited by law or by the Company’s insider trading policy, then the term of such non-qualified stock option will expire on the 30^thday after the expiration of such prohibition. The grant price, number of shares, terms and conditions of exercise, whether a stock option is intended to qualify as an incentive stock option under the Internal Revenue Code, and other terms of a stock option grant will be fixed by the Compensation Committee as of the grant date.

However, stock options may not include provisions that “reload” the option upon exercise, and, without stockholder approval, stock options may not be repriced, including by means of a substitute award with an exercise price that is less than the exercise price of the original stock option or payment of cash to that effect.

The exercise price of any stock option must be paid in full at or before the time the stock is delivered to the optionee. The price may be paid in cash or, if permitted by the Compensation Committee and elected by the participant, by means of tendering (either by actual delivery or by attestation) previously owned shares of Common Stock or shares issued pursuant to an award under the 2014 Plan. Unless otherwise provided in the applicable award agreement, upon the expiration of the term of the stock option if the stock option remains unexercised and the exercise price is less than the fair market value of a share of Common Stock, then the stock option will automatically be exercised by means of a cashless exercise method approved by the Compensation Committee. Dividends and/or dividend equivalents will not be paid with respect to any stock options.

Stock Appreciation Rights

The 2014 Plan also provides for the granting of stock appreciation rights, or SARs, to employees. A SAR is a right to receive a payment, in cash or Common Stock, equal to the excess of the fair market value of a specified number of shares of the Common Stock over a specified grant price. A SAR may be granted to the holder of a stock option with respect to all or a portion of the shares of Common Stock subject to such stock option (a “tandem” SAR) or may be granted separately. The holder of a tandem SAR may elect to exercise either the stock option or the SAR, but not both. If the term of a SAR expires when trading of the Common Stock is prohibited by law or by the Company’s insider trading policy, then the term of such SAR will expire on the 30^thday after the expiration of such

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prohibition. Unless otherwise provided in the applicable award agreement, upon the expiration of the term of the SAR if the SAR remains unexercised and the exercise price is less than the fair market value of a share of Common Stock, then the SAR will be automatically exercised. All SARs granted under the 2014 Plan must have a grant price per share that is not less than the fair market value (as defined in the 2014 Plan) of a share of Common Stock on the date of grant and a term of no more than ten years. SARs may not include provisions that “reload” the SARs upon exercise and, without stockholder approval, SARs may not be repriced, including by means of a substitute award with an exercise price that is less than the original SAR or payment of cash to that effect. Dividends and/or dividend equivalents will not be paid with respect to any SARs.

Stock Awards

The 2014 Plan also provides for the granting of stock awards, stock units, restricted stock and restricted stock units to employees that consist of grants of Common Stock or units denominated in Common Stock. The terms, conditions and limitations applicable to any stock award will be decided by the Compensation Committee. At the discretion of the Compensation Committee, the terms of a stock award may include rights to receive dividends or dividend equivalents, provided that no dividends or dividend equivalents may be paid on unvested stock awards. Dividends or dividend equivalents may, in the discretion of the Compensation Committee, be accumulated on unvested stock awards and paid to the participants at the time such stock awards vest.

Cash Awards

The 2014 Plan also provides for the granting of cash awards to employees. The terms, conditions and limitations applicable to any cash awards granted pursuant to the 2014 Plan will be determined by the Compensation Committee.

Performance Awards

At the discretion of the Compensation Committee, any of the above-described employee awards may be made in the form of a performance award. A performance award is an award that is subject to the attainment of one or more future performance goals and that may or may not be intended to meet the requirements for “qualified performance-based compensation” under Section 162(m) of the Code. The terms, conditions and limitations applicable to any performance award are decided by the Compensation Committee.

In making awards intended to meet the standards of qualified performance-based compensation exempt from the deduction limitations set forth in Section 162(m) of the Code, the Compensation Committee may base a performance goal that may be applied to the employee, one or more business units, divisions or geographic regions of the Company, the Company as a whole, or by comparison to a peer group of companies, and will include one or more of the following:

•	revenue
•	net income
•	net income per share
•	stock price
•	market share
•	earnings per share
•	other earnings measures
•	return on equity
•	return on assets
•	return on net assets
•	costs
•	stockholder value
•	EBIT
•	EBITDA
•	funds from operations
•	cash flow
•	cash flow from operations
•	increase in cash flow
•	increase in cash flow from operations
•	increase in cash flow return
•	net cash flow
•	net cash flow before financing activities
•	other cash flow measures
•	economic value added
•	total stockholder return

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•	return on investment
•	return on capital
•	return on invested capital
•	operating income
•	operating margin
•	after-tax operating income
•	debt reduction
•	internal rate of return
•	capital efficiency
•	reserve additions
•	proceeds from dispositions
•	production volumes
•	increase in production
•	reserve replacement measures
•	finding and development costs
•	total market value
•	petroleum reserve measures
•	safety and environmental performance measures

Performance goals need not be based upon an increase or positive result under a particular business criterion and could include, for example, maintaining the status quo or limiting economic losses. The Compensation Committee may provide that any such performance award may include or exclude any of the following events that occurs during a performance period: (a) asset write-downs, (b) litigation or claim judgments or settlements, (c) the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results, (d) any reorganization and restructuring programs, (e) extraordinary items and/or nonrecurring, unusual or special items as described in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders, Form 10-K or Form 10-Q for the applicable period, (f) acquisitions or divestitures, (g) foreign exchange gains and losses and (h) hedging activities.

Employee Award Limitations

Under the 2014 Plan, no employee may be granted during any calendar year:

•	stock options and/or SARs covering more than 5,000,000 shares of Common Stock;
•	stock awards covering more than 2,000,000 shares of Common Stock; or
•	cash awards (including performance awards) in respect of any calendar year having a value determined on the grant date in excess of $20,000,000.

Consultant Award

The Compensation Committee may make non-qualified stock options, stock appreciation rights, stock awards, performance awards or cash awards available under the 2014 Plan to a consultant providing services to the Company or one of its subsidiaries.

Nonemployee Director Awards

At the discretion of the Board of Directors, nonemployee directors may be granted awards under the 2014 Plan in the form of stock options or stock awards. These discretionary awards to directors may be granted singly, in combination, or in tandem. No nonemployee director may be granted discretionary awards consisting of stock options or stock awards covering or relating to more than 84,000 shares of Common Stock during any calendar year.

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Deferred Payment

At the discretion of the Compensation Committee, amounts payable in respect of awards granted under the 2014 Plan may be deferred. Any deferred payment may be forfeited if and to the extent that the terms of the applicable award so provide.

Amendment, Modification, and Termination

The Board of Directors may amend, modify, suspend, or terminate the 2014 Plan at any time for the purpose of addressing changes in legal requirements or for other purposes permitted by law. However, no amendment will be effective prior to approval by stockholders of the Company if such approval is required by law or the requirements of the exchange on which the Common Stock is listed. Furthermore, without the prior approval of stockholders of the Company, stock options and stock appreciation rights issued under the 2014 Plan will not be repriced.

Term

If the 2014 Plan is approved at the Annual Meeting:

•	the 2014 Plan will be effective as of the date of the approval;
•	no awards will be made under the 2014 Plan ten years or more after such approval; and
•	no further awards will be granted under the 2004 Incentive Plan.

Federal Income Tax Consequences

The following is a brief summary of the federal income tax aspects of awards that may be made under the 2014 Plan based on existing U.S. federal income tax laws. This summary is general in nature and does not address issues related to the tax circumstances of any particular participant. This summary is not complete and does not attempt to describe any state, local or non-U.S. tax consequences.

Stock Options and SARs.Participants will not realize taxable income upon the grant of a non-qualified stock option or SAR. Upon the exercise of a non-qualified stock option or SAR, the participant will recognize ordinary income (subject, in the case of employees, to withholding) in an amount equal to the excess of: the fair market value on the date of exercise of the Common Stock received (plus the amount of any cash received) over the exercise price paid upon the exercise of the non-qualified stock option or SAR. The participant will generally have a tax basis in any shares of Common Stock received on the exercise of a SAR, or on the cash exercise of a non-qualified stock option, that equals the fair market value of such shares on the date of exercise. Subject to the discussion under “Certain Tax Code Limitations on Deductibility” below, the Company will be entitled to a deduction for U.S. federal income tax purposes that corresponds as to timing and amount with the compensation income recognized by the participant.

Employees will not have taxable income upon the grant of an incentive stock option. Upon the exercise of an incentive stock option, the employee will not have taxable income, although the excess of the fair market value of the shares of Common Stock received upon exercise of the incentive stock option over the exercise price will increase the alternative minimum taxable income of the employee, which may cause such employee to incur alternative minimum tax. The payment of any alternative minimum tax attributable to the exercise of an incentive stock option would be allowed as a credit against the employee’s regular tax liability in a later year to the extent the employee’s regular tax liability is in excess of the alternative minimum tax for that year.

Upon the disposition of stock received in connection with the exercise of an incentive stock option that has been held for the requisite holding period

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(generally, at least two years from the date of grant and one year from the date of exercise of the incentive stock option), the employee will generally recognize capital gain or loss equal to the difference between the amount received in the disposition and the exercise price paid by the employee for the stock. However, if an employee disposes of stock that has not been held for the requisite holding period, the employee will recognize ordinary income in the year of the disqualifying disposition to the extent that the fair market value of the stock at the time of exercise of the incentive stock option (or, if less, the amount realized in the case of an arm’s-length disqualifying disposition to an unrelated party) exceeds the exercise price paid by the employee for such stock. The employee would also recognize capital gain (or, depending on the holding period, additional ordinary income) to the extent the amount realized in the disqualifying disposition exceeds the fair market value of the stock on the exercise date. If the exercise price paid for the stock exceeds the amount realized in the disqualifying disposition (in the case of an arm’s-length disposition to an unrelated party), such excess would ordinarily constitute a capital loss.

The Company will generally not be entitled to any federal income tax deduction upon the grant or exercise of an incentive stock option, unless the employee makes a disqualifying disposition of the stock. If an employee makes such a disqualifying disposition, the Company will then, subject to the discussion below under “Certain Tax Code Limitations on Deductibility,” be entitled to a tax deduction that corresponds as to timing and amount with the compensation income recognized by the employee under the rules described in the preceding paragraph.

Cash Awards; Stock Unit Awards; Stock Awards.An employee will recognize ordinary compensation income upon receipt of cash pursuant to a cash award or performance award or, if earlier, at the time such cash is otherwise made available for the employee to draw upon it. An employee will not have taxable income upon the grant of a stock award in the form of units denominated in Common Stock but rather will generally recognize ordinary compensation income at the time the employee receives Common Stock or cash in satisfaction of such stock unit award in an amount equal to the then fair market value of the Common Stock or cash received. In general, a participant will recognize ordinary compensation income as a result of the receipt of Common Stock pursuant to a stock award or performance award in an amount equal to the fair market value of the Common Stock when such stock is received; provided, however, that if the stock is not transferable and is subject to a substantial risk of forfeiture when received, the participant will recognize ordinary compensation income in an amount equal to the fair market value of the Common Stock when it first becomes transferable or is no longer subject to a substantial risk of forfeiture, unless the participant makes an election to be taxed on the fair market value of the Common Stock when such stock is received.

An employee will be subject to withholding for federal, and generally for state and local, income taxes at the time the employee recognizes income under the rules described above with respect to Common Stock or cash received pursuant to a cash award, performance award, stock award or stock unit award. The tax basis of a participant in the Common Stock received will equal the amount recognized by the employee as compensation income under the rules described in the preceding paragraph, and the employee’s holding period in such shares will commence on the date income is so recognized.

Subject to the discussion under “Certain Tax Code Limitations on Deductibility” below, the Company will be entitled to a deduction for U.S. federal income tax purposes that corresponds as to timing and amount with the compensation income recognized by the participant under the foregoing rules.

Certain Tax Code Limitations on Deductibility.Section 162(m) of the Code provides that certain compensation received in any year by a “covered employee” in excess of $1,000,000 is non-deductible by the Company for federal income tax purposes. Section 162(m) provides an exception, however, for “performance-based compensation.” The 2014 Plan permits the Compensation Committee to structure grants and awards made under the 2014 Plan to “covered employees” as performance-based compensation that is exempt from the limitation of Section 162(m) of the Code. However, the Compensation Committee may award compensation that is or may become non-deductible, and expects to consider whether it believes such grants are in the Company’s best interest, balancing tax efficiency with long-term strategic objectives.

Code Section 409A.Section 409A of the Code generally provides that any deferred compensation arrangement must satisfy specific requirements, both in operation and in form, regarding (i) the timing of payment, (ii) the election of deferrals and (iii) restrictions on the acceleration of payment. Failure to comply with Section 409A may result in

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the early taxation (plus interest) to the participant of deferred compensation and the imposition of a 20% tax on the participant of the deferred amounts included in the participant’s income. The Company intends to structure awards under the 2014 Plan in a manner that is designed to be exempt from or comply with Section 409A.

Plan Benefits

Because awards under the 2014 Plan are granted at the discretion of the Compensation Committee, it is not possible for the Company to determine the amount of awards that may be granted to the named executive officers or to any of the other plan participants if the plan is approved by stockholders. No awards or grants have been made under the 2014 Plan that are contingent on stockholder approval of the 2014 Plan.

Required Vote and Recommendation of the Board of Directors

The affirmative vote of holders of a majority of the shares present in person or by proxy at the meeting and entitled to vote on the proposal is required for approval of the material terms of performance goals under the 2014 Plan.Brokers do not have discretion to vote on this proposal without instruction. If you do not instruct your broker how to vote on this proposal, your broker will deliver a non-vote on this proposal. Abstentions will have the same effect as votes against the proposal, but broker non-votes will not affect the outcome of the voting on the proposal.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTEFOR THE ADOPTION OF THE 2014 PLAN.

 

PROPOSAL 6 SHAREHOLDER PROPOSAL4 REPORT ON POLITICAL CONTRIBUTIONS

 

The Comptroller of the City of New York, John C. Liu,Scott M. Stringer (the “Comptroller”), as custodian and a trustee of the New York City Employees’ Retirement System and the New York City Fire Department Pension Fund the New York City Teachers’ Retirement System, and the New York City Police Pension Fund and as custodian of the New York City Board of Education Retirement System (the “Systems”), has notified us that it intends to present the following proposal at the Annual Meeting. The proponent has furnished evidence of ownership by the Systems of at least $2,000 in market value of the Company’s common stock for at least one year prior to the date the proposal was submitted. The proponent’s proposal is quoted verbatim below.The Company is not responsible for the contents of this proposal or the supporting statement and recommends that you voteAGAINSTthe following shareholder proposal for the reasons set forth in the Company’s opposition statement following the proposal.

 

RESOLVED:that the The shareholders of Cabot Oil & Gas Corporation (“Cabot” or the “Company”) hereby request that the Company provideprepare and periodically update a report, updated semiannually disclosingto be presented to the Company’s:pertinent board of directors committee and posted on the Company’s website, that discloses monetary and non-monetary expenditures that Cabot makes on political activities, including:

 

1.•	Policiesexpenditures that Cabot cannot deduct as an “ordinary and procedures for making,necessary” business expense under section 162(e) of the Internal Revenue Code (the “Code”) because they are incurred in connection with corporate funds(a) influencing legislation; (b) participating or assets, contributions and expenditures (direct or indirect) to (a) participate or interveneintervening in any political campaign on behalf of (or in opposition to) any candidate for public office, or (b)office; and (c) attempting to influence the general public, or any segmentsegments thereof, with respect to an electionelections, legislative matters, or referendum.referenda;
2.•	Monetarycontributions to or expenditures in support of or opposition to political candidates, political parties, and non-monetary contributions and expenditures (direct and indirect) used in the manner described in section 1 above, including:political committees;

•	a.	The identitydues, contributions or other payments made to tax-exempt “social welfare” organizations and “political committees” operating under sections 501(c)(4) and 527 of the recipient as well asCode, respectively, and to tax-exempt entities that write model legislation and operate under section 501(c)(3) of the amount paid to each;Code; and
•	b.	The title(s)the portion of dues or other payments made to a tax-exempt entity such as a trade association that is used for an expenditure or contribution and that would not be deductible under section 162(e) of the person(s) inCode if made directly by the Company responsible for decision-making.Company.

 

The report shall be presentedidentify all recipients and the amount paid to the board of directors or relevant board committee and posted on the Company’s website.each recipient from Company funds.

 

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STOCKHOLDER SUPPORTING STATEMENT

 

As long-term shareholders, of Cabot, we support transparency and accountability in corporate spending on political activities. These include any activities considered intervention in any political campaign under the Internal Revenue Code, such as direct and indirect contributions to political candidates, parties, or organizations; independent expenditures; or electioneering communications on behalf of federal, state or local candidates.

Disclosure is consistent with public policy and in the best interest of the companyCabot and its shareholders and critical for compliance with federal ethics laws. Moreover,shareholders. Indeed, the Supreme Court’s 2010 Citizens United decision – which liberalized rules for corporate participation in election-related activities – recognized the importance of disclosure to shareholders, saying: “[D]isclosure permits citizens and shareholders to react to the speech of corporate entities in a proper way. This transparency enables the electorate to make informed decisions and give proper weight to different speakers and messages.”

Although the Supreme Court cited the importance of disclosure, companies may anonymously channel significant amounts of money into the political process through trade associations and non-profit groups that need not disclose contributions. Such payments can dwarf the contributions that must be publicly reported.

Cabot states on its website, “Cabot supports organizations that are active in the public policy and political engagement processes…” (http//www. cabotog.com/about-cabot/governance/political-contributions/). However, Cabot does not identify whether the board exercises oversight of political spending and does not disclose monetary contributions to organizations such as 527 groups, 501(c)(4) organizations, or individual payments to trade associations used for political activities. Consequently, Cabot lags many energy companies that provide more robust disclosure, including Cabot peers Noble Energy, Pioneer Natural Resources, and Southwestern Energy.

In our view, in the absence of a system of transparency and accountability, company assets could be used for policy objectives that may be inimical to the long-term interests of, and may pose risks to, Cabot and its shareholders.

CABOT’S STATEMENT IN OPPOSITION TO PROPOSAL 4

Our Board of Directors has carefully considered this proposal and believes that the proposal is not in the best interest of Cabot or our stockholders. This is the third consecutive year we have received a proposal of this nature from the Comptroller. In both 2015 and 2014, the holders of fewer than one-third of our shares present at the Annual Meeting supported the Comptroller’s proposal. Our Board believes that the last two years’ voting results indicate that our stockholders support our current policies and practices with respect to political contributions and related disclosures and that the requested report is, therefore, both unnecessary and an unproductive use of Company resources.

We disclose our policies and our political spending on our website.

We describe both our overall approach to political contributions and the amounts of our political contributions on our website on the “About Cabot/Governance/Political Contributions” page. Furthermore, our Policy on Political Contributions and Activities is contained in our Code of Business Conduct found on our website on the “About Cabot/Governance” page. Like all public companies, we are prohibited by law and our policy from directly participating in federal elections or campaigns. Cabot has also never engaged in “independent expenditures,” which are aimed at the general public and advocate the election or defeat of a specific candidate and were allowed by the decision of the U.S. Supreme Court in theCitizens Uniteddecision recognized the importance of political spending disclosure for shareholders when it said, “[D]isclosure permits citizens and shareholders to react to the speech of corporate entitiescase in a proper way. This transparency enables the electorate to make informed decisions and give proper weight to different speakers and messages.” Gaps in transparency and accountability may expose the company to reputational and business risks that could threaten long-term shareholder value.

Cabot contributed at least $108,600 in corporate funds since the 2002 election cycle. (CQ: http://moneyline.cq.com and National Institute on Money in State Politics: http://followthemoney.org)

However, relying on publicly available data does not provide a complete picture of the Company’s political spending. For example, the Company’s payments to trade associations used for political activities are undisclosed and unknown. In some cases, even management does not know how trade associations use their company’s money politically. The proposal asks the Company to disclose all of its political spending, including payments to trade associations and other tax exempt organizations used for political purposes. This would bring our Company in line with a growing number of leading companies, including Exelon, ConocoPhillips, and Noble Energy that support political disclosure and accountability and present this information on their websites.

The Company’s Board and its shareholders need comprehensive disclosure to be able to fully evaluate the political use of corporate assets.2010. We urge your support for this critical governance reform.

CABOT’S STATEMENT IN OPPOSITION TO PROPOSAL 6

The Board of Directors has carefully considered this proposal and believes that approval of the proposed resolution is not in the best interest of Cabot or our shareholders. The Board has approved a Policy on Political Contributions and Activities, which is contained in our Code of Business Conduct found on our website atwww.cabotog.com/about-cabot/governance. As a result of this policy and the additional information discussed below, the Board believes that the requested report is an unnecessary and unproductive use of the Company’s, and ultimately the shareholders’, resources.

We operate in an industry that is heavily regulated and as such, deeply affected by the political and legislative process. We strongly believe that Cabot’s long-term value to our shareholders is enhanced by a business environment that protects and supports the oil and gas industry. While our primary focus in this area is on compliance with state and federal laws governing our activities, rather than on active participationparticipate in the political or legislative process from time to time Cabot supports organizations that are active in the public policy and political engagement processes as they affect the exploration, production and transportation of natural gas and oil. In so doing, Cabot strictly adheres to our Policy on Political Contributions and Activities, referenced above, and to all U.S. and state laws and regulations that govern political engagement for U.S. public companies.

As evidenced by publicly-available filings referenced in the proponent’s own statement in supportprimarily indirectly, through sponsorship of the proposal, Cabot’s political contributions originating from corporate funds over the last ten years arede minimusin amount, as are political contributions originating from thenon-partisan Cabot Oil & Gas Political Action Committee (“PAC”COGPAC”), which is fundedfinanced completely through voluntary employee contributions, by eligible Cabot employees.and through our participation in trade associations, as discussed below.

From time to time, however, we contribute to organizations that are active in the political process on a state level, state candidates or ballot initiatives. For example, in 2013, Cabot’s2015, we elected not to make any political contributions totaled $25,000.of this type. In 2014, the total amount we contributed was $50,000. These contributions, if any, are reported by the recipients to the appropriate state agencies and available to the public. As mentioned above, we discussed withalso disclose the proponent after receiving their proposal and prior to filing this proxy statement,total annual amount of these corporate political contributions on our website. The Board believes this disclosure provides stockholders the shareholders as a whole would not benefit from Company resourcestransparency they need in order to make informed investment decisions about Cabot stock and time being spent on reporting these minor expenditures that could only be considered immaterial by reasonable investors.naming individual recipients is neither necessary nor in the best interest of our stockholders.

 

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We disclose all trade association memberships and the non-deductible portion of our dues on our website.

Consistent with our policy,business strategy, we are also members of a number of business and industry trade groups disclosed by name on our website that engage in educational initiativescollaborative activities and information sharing regarding issues that affect our industry. The primary reason for Cabot’s membership in trade associations is to further business goals and initiatives. Some of these associations also engage in lobbying activities that seek to promote legislative solutions that inare consistent with Cabot’s and our judgment, are sound and responsible and appropriately advance not only Cabot’sindustry’s business but the goals and interestsinterests. Some of our industry astrade associations have notified us that a whole. A listsmall portion (generally 6% or less) of our dues paid in 2015 may have been used for non-deductible lobbying expenses. The total non-deductible portion of our dues paid to all business and trade association memberships can be foundassociations in which we participate, as reported to us by those associations, was approximately $370,000. The total annual amount of non-deductible expenditures and the names of each of our trade associations are disclosed on our website atwww.cabotog.com/social-responsibility/environment-safety. and we believe that reasonable investors could only consider such amount to be immaterial. Accordingly, our Board believes it is not necessary to separately report the amount of our dues, or the non-deductible portions, paid to each such association, as requested by the Comptroller.

Our Board of Directors oversees any political spending.

Finally, we believe that the Comptrollers’ stated concern regarding the risk of Company assets in the form of political contributions being used for “policy objectives” that are adverse to the long-term interests of the Company or the stockholders is misplaced. As discussed above, our participation in the political process is minimal and ancillary to other valid business objectives. Furthermore, our Board reviews a report each year detailing all political contributions by the COGPAC, as well as any direct political contributions by Cabot. Additionally, the Chairman of the Board and CEO approves the Company’s participation in, and levels of contributions to, all business and trade associations.

Since the primary reason for membership in trade associations iseach year. In this way, our Board oversees our political contributions process and compliance with our policies and seeks to further business goals and initiatives, and not to fund political activities, the Board believes it is not necessary to report all payments to such associations, as requested by the proponent. A few of the trade associations in which we participate have notified usensure that a small portion of our dues paid in 2013 may be classified as non-deductible lobbying expenses to us because of the use to which the association puts the funds. Once again, Cabot’s participation in the political process indirectly through trade associations isde minimusin amount consistent with the best interests of the Company and could only be considered immaterial by reasonable investors. The total non-deductible portion of our dues paid to all business and trade associations in which we participated in 2013, as reported to us by those associations, was less than $110,000.stockholders.

 

For the reasons stated above, and the fact that this information is already summarized on our website atwww.cabotog.com/about-cabot/governance, the Board believes that requesting the Company to providestockholders as a whole would not benefit from the additional disclosure in a report outlined in the proposal would result in unnecessary and unproductive use of the Company’s time and resources.urges that you vote against it.

 

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTEAGAINST APPROVAL OF THE SHAREHOLDER PROPOSAL.

 

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PROPOSAL 5 PROXY ACCESS

The Comptroller of the City of New York, Scott M. Stringer (the “Comptroller”), as custodian and trustee of the New York City Employees’ Retirement System, the New York City Police Pension Fund and New York City Teachers Retirement System (the “Systems”), has notified us that it intends to present the following proposal at the Annual Meeting. The proponent has furnished evidence of ownership of at least $2,000 in market value of the Company’s common stock for at least one year prior to the date the proposal was submitted.The Company is not responsible for the contents of this proposal or the supporting statement and recommends that you voteAGAINST the following shareholder proposal for the reasons set forth in the Company’s opposition statement following the proposal.

RESOLVED: Article V, Section (E) of the Corporation’s Bylaws is hereby amended as follows:

	(E)(1)	Delete “of not more than 10 stockholders.”
	(E)(3)	Replace “20%” with “25%.”
	(E)(5)	Replace “5%” with “3%” and change “maintaining qualifying ownership of the Required Shares” to “remaining a stockholder.”
	(E)(10)	Replace “25%” with “10%.”
	(E)(13)	[NEW] “Notwithstanding Article XXXIX of these Bylaws, this Section (E) may not be amended by the directors.”

STOCKHOLDER SUPPORTING STATEMENT

The proxy access bylaw enacted by the Board of Directors in 2015 is effectively unusable by all but the Company’s largest shareholders. Among other onerous provisions, it requires 5% share ownership by the nominating shareholder(s), limits the number of shareholders (to 10) that can aggregate shares to satisfy the ownership requirement, and permits nomination of only 20% of the Board. See Cabot bylaws at: http://www.cabotog.com/wp-content/ uploads/2013/03/COG-Amended-and-Restated-Bylaws-031115.pdf.

In contrast, the SEC, following extensive analysis when enacting its since-vacated proxy access Rule, concluded that (a) a 5% ownership threshold “may not be consistently and realistically viable, even by shareholder groups,” and so set a 3% threshold, (b) rejected a limit on the size of the shareholder group, and (c) allowed nomination of 25% of the Board.

Based on public filings by the company’s largest shareholders during the past two years, it is impossible to form a group of just 10 qualifying shareholders with 5% ownership unless one or more of the 10 to 20 largest beneficial owners of Cabot shares joined in. Cabot’s bylaw could thus deprive all shareholders of the ability to vote for alternate nominees on its proxy card.

The proposed amendments lower from 5% to 3% the ownership requirement, eliminate the limit of 10 on shareholders aggregating shares, increase the maximum slate size from 20% to 25% of the Board, and lower from 25% to 10% the vote required to be eligible for re-nomination. They also change Section (E)(5)(vi), per above, because long-term investors whose shareholdings may fluctuate because they (a) hold indexed shares and/or (b) delegate discretionary investment authority to external managers, could not readily represent that they will still own all Required Shares one year after the annual meeting. We believe the three-year prior shareholding requirement, which remains unchanged, is sufficient to demonstrate long-term ownership.

We believe viable proxy access will enhance shareholder value. A 2014 CFA Institute study concluded that proxy access would “benefit both the markets and corporate boardrooms, with little cost or disruption” and could raise overall US market capitalization by up to $140.3 billion if adopted market-wide. (http://www.cfapubs.org/doi/pdf/10.2469/ccb.v2014.n9.1)

The proposed amendments will generally align the Company’s bylaw terms with those in:

1.		a 2015 shareholder proposal that received 45% of votes cast at the Company;
2.		the SEC Rule on which the 2015 shareholder proposal was based (https://www.sec.gov/rules/final/2010/33-9136.pdf); and
3.		the Council of Institutional Investors’ “Proxy Access: Best Practices” (http://www.cii.org/files/publications/misc/08_05_15_Best%20 Practices%20-%20Proxy%20Access.pdf).

Through November 2015, at least 65 companies have enacted proxy access bylaws with a 3% ownership threshold.

We urge shareholders to vote FOR this proposal.

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CABOT’S STATEMENT IN OPPOSITION TO PROPOSAL 5

The Board of Directors has carefully considered this proposal and recommends a voteAGAINST this proposal.The Board of Directors amended the Company’s bylaws in 2015 to provide proxy access for stockholders. At our 2015 annual meeting, our stockholders effectively endorsed our bylaws, as so amended, when they rejected the Comptroller’s proxy access proposal at that meeting. Our recent engagement with our top investors affirmed that our stockholders continue to support our current proxy access bylaws. The Comptroller, however, seeks to impose a one-size-fits-all approach to proxy access by lowering the ownership threshold for nominating candidates using proxy access, removing a limitation on the number of stockholders whose ownership can be aggregated to meet that threshold and completely eliminating our Board’s ability to further amend not only those provisions but any proxy access-related provisions of our bylaws. Our Board of Directors believes this amendment would not serve the interests of our stockholders and, therefore, recommends against this proposal.

The binding amendment is an “all or nothing” proposition.

Because this is a binding proposal to amend our Bylaws, approval requires the affirmative vote of a majority of the outstanding shares, not just those properly represented at the meeting.The Comptroller’s proposal is not a recommendation that the Board take certain actions but rather a binding amendment to the Company’s bylaws, which, if approved by our stockholders, will be implemented in its entirety and may not be further revised by our Board. It is important, therefore, that you consider each part of the Comptroller’s proposal.

A comparison of the terms of the Company’s current proxy access right and the one proposed by the Comptroller follows:

Bylaw Provision		Cabot’s Current Bylaws		NYC Comptroller’s Proposal
Required share ownership		5%		3%
Number of stockholders that may aggregate their holdings to reach required share ownership		10 stockholders		Unlimited
Maximum number of proxy access nominees		20% of the board (at current board size, results in one potential nominee)		25% of the board (at current board size, results in one potential nominee)
Amendment		Either the board of directors or holders of a majority of our outstanding common stock may amend		Only holders of a majority of our outstanding common stock may amend
Limitation of re-nomination of proxy access nominees		Proxy access nominees who receive less than 25% of the vote are excluded from re-nomination for next two years		Proxy access nominees can be re-nominated repeatedly if they receive as little as 10% of the vote
Nominators’ intention with respect to continued share ownership		Must state intention with respect toholding the threshold shares for one yearafter the meeting date (norequirementto hold ownership threshold for anyperiod of time after meeting)		Must state intention with respect tobeing a stockholder at any level forone year after the meeting date (norequirementto remain a stockholder anyperiod of time after meeting date)

Our stockholders have already determined that our current proxy access ownership thresholds, limit on aggregation and number of nominees are appropriate for the Company.

The Comptroller’s proposal seeks to lower the ownership threshold required to exercise the proxy access right and also to allow an unlimited number of stockholders to aggregate their shares to reach the threshold ownership. In our continual outreach to our investors, a majority of our largest investors have expressed support for our current ownership threshold and limits on the numbers of holders that can aggregate to get to that threshold. As of October 2015, our top 25 investors held over 70% of our outstanding stock and many of them could exercise our proxy access right individually, or in combination with just one or two other holders. Based on the feedback we have received from many of our largest stockholders, we believe our current ownership threshold and aggregation limits strike the right balance of providing significant long-term stockholders an inexpensive mechanism to affect the director election process without having that mechanism become a tool for ideologically or

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politically-minded stockholders to air their views at the Company’s and the stockholders’ expense. The Comptroller has presented itself as such a stockholder by making fossil fuel companies one of the primary targets for its governance campaign, regardless of the target company’s operational or stock performance. We believe that this is an indication of the type of misuse of the proxy access right that is fostered by the Comptroller’s proposal, and that the majority of our stockholders are opposed to this type of misuse. Maintaining our current proxy access bylaw helps to ensure that at least one stockholder with a significant financial stake in the Company will be a participant in any proxy access nomination, thereby reducing the likelihood of abuse by stockholders with interests not shared by a majority of the stockholders.

The Comptroller also proposes to increase the number of directors that may be nominated using proxy access from our current level of 20% of the Board, rounded down to the nearest whole number, to 25% of the Board. For our six member Board, both the current proxy access right and the Comptroller’s proposed formulation allow the nomination of one director. The proposed increase would not make a difference in the number of nominees unless we increased the size of our Board to eight or more directors, which we have not done in the last eight years, other than for a brief period of transition in 2011. Therefore, the Comptroller’s proposal to increase the number of nominees to 25% of the Board is unlikely to have any effect on the proxy access right in the foreseeable future and is unnecessary.

The Comptroller’s proposal is overly restrictive in that it prevents the Board from making any changes to the proxy access bylaw without a stockholder meeting.

Currently, either the Board or holders of a majority of our outstanding shares may amend our bylaws. In February 2015, the Board used its ability to amend the bylaws to adopt proxy access in response to the stockholders who told us in our outreach efforts that they supported the right. The proxy access bylaw amendment that the Board adopted is a detailed, carefully drafted mechanism to provide an important right to stockholders, while providing procedural protections to ensure the integrity, legality and efficiency of the director election process.

Many aspects of the proxy access bylaws at Cabot and other companies are currently being evaluated by the governance community for practicality and fairness in operation, and best practices are still evolving. Cabot, like all companies, has a fluid set of stockholders, circumstances and applicable market conditions, and our Board may believe that it is in the best interest of stockholders to take action to amend our proxy access bylaw to prevent unintended limitations or consequences as changes in those factors occur. One example of such a situation is the concern expressed by some investors that some companies’ proxy access bylaws do not expressly provide that loaned securities count toward the ownership threshold during the required minimum holding period. Our bylaws currently do not directly address this issue, and the Board may decide to clarify this issue with a bylaw amendment if necessary to accommodate the business practices of our institutional stockholders. Our Board may determine that this or other technical amendments are in the best interest of our stockholders. The Comptroller’s proposal would eliminate the Board’s ability to do so and require any amendment to the proxy access bylaw to be approved by the stockholders, which involves the expense and efforts of proxy solicitation, including the expenses of a special meeting of stockholders if an amendment is desired prior to an annual meeting. The Board believes that this additional time and expense are not in the best interest of our stockholders.

For all of the reasons stated above, the Board believes that the stockholders as a whole would not benefit from the amendment of our proxy access bylaw as proposed by the Comptroller.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTEAGAINST APPROVAL OF THE STOCKHOLDER PROPOSAL.

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CONFLICT OF INTEREST AND RELATED PERSON POLICIES

 

Under our Code of Business Conduct, directors, officers and employees are required to avoid situations that present a potential conflict between their personal interests and the interests of the Company. The Code requires that, at all times, directors, officers and employees make a prompt disclosure in writing to the Company’s Corporate Secretary of any fact or circumstance that may involve an actual or potential conflict of interest, as well as any information necessary to determine the existence or likely development of conflicts of interest. This specifically includes any material transaction or relationship that could reasonably be expected to give rise to a conflict of interest. This requirement includes situations that create even the appearance of a conflict of interest.

 

For executive officers of the Company other than the CEO, the Corporate Secretary reviews the written disclosure described above with the CEO, and a determination is made whether to approve the transaction resulting in the conflict of interest or potential conflict of interest. The CEO and the Corporate Secretary may refer the matter to our Board of Directors as circumstances require. If the transaction involves the CEO or a member of the Board of Directors, the matter is referred to the full Board of Directors for review and approval. In each case the standard applied in approving the transaction is the best interests of the Company without regard to the interests of the individual officer or director involved in the transaction. These procedures for reviewing and approving conflict of interest transactions are based on the Company’s past practice and are not contained in any written policy.

 

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Mineral and Royalty Interest Plan

 

In 2006, we implemented a Mineral, Royalty and Overriding Royalty Interest Plan (“Plan”), under which we may offer to a number of our employees, including our executive officers, the opportunity to purchase a portion of the mineral, participating and non-participating royalty and overriding royalty interests acquired by the Company from time to time for cash at a price determined using the same cost basis as we acquired such interests. In accordance with the Plan, the Company makes all determinations with respect to the acquisition, exploration, development, maintenance and operation of any property subject to an interest under the Plan using the same criteria (or criteria less favorable to the property subject to an interest) as it would use were such property not subject to such an interest (that is, the Company will not favor properties subject to interests under the Plan over properties not subject to such interests when allocating Company resources in the acquisition, exploration, development, maintenance and operation of its properties).

 

In 2006, we offered to 73 participants, including ten officers, whose participation was approved by the Compensation Committee, the opportunity to purchase an aggregate of $2.3 million of the mineral, royalty and overriding royalty interests acquired by the Company in the McCampbell Field, located in Aransas Pass, Texas. Interests were offered to the key professional employees in the region in which the interest was located and to management level employees in the other regions and the corporate office. Participants were offered an interest commensurate with their level of responsibility and their income. Each participant was offered an interest in the same property. Each of the officers participating in the Plan, including each NEO other than Mr. Cunningham who was not employed at the time, purchased interests in the field. No individual officer purchased in excess of $115,000 of the interests offered.

 

In 2010, we offered to 85 participants, including ten officers, whose participation was approved by the Compensation Committee, the opportunity to purchase an aggregate of $1.4 million of the mineral, royalty and overriding royalty interests acquired by the Company from Guardian Oil & Gas, Inc. and located in Shelby, San Augustine and Nacogdoches Counties, Texas. Similar to the McCampbell Field, interests were offered to key professional employees in the region in which the interest was located and to management level employees in the other region and the corporate office. Participants were offered an interest commensurate with their level of responsibility and their income. Each participant was offered an interest in the same property. Each of the officers participating in the Plan, including each NEO, purchased interests in the field. No individual officer purchased in excess of $102,000 of the interest offered.

 

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In 2012, we offered to 66 participants, including 11 officers, whose participation was approved by the Compensation Committee, the opportunity to purchase an aggregate of approximately $608,000 of the mineral, royalty and overriding royalty interests acquired by the Company from the period of October 2011 to July 2012, located in Frio, Atascosa and McMullen counties, Texas, in the Buckhorn operating area. All of the properties are operated by the Company. Similar to the previous offerings, interests were offered to key professional employees in the region in which the interest was located and to management level employees in the other region and the corporate office. Participants were offered an interest commensurate with their level of responsibility and their income. Each participant was offered an interest in the same property. Each of the officers participating in the Plan, including each NEO, purchased interests in the field. No individual officer purchased in excess of $44,000 of the interest offered.

 

No interests were offered under the Plan to participants in 2013.2015.

 

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATIONGENERAL INFORMATION

 

During 2013, no memberWhy did I receive these proxy materials?

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of Cabot Oil & Gas Corporation (the “Company”) of proxies for use at its 2016 Annual Meeting of Stockholders, to be held at the Company’s offices, 840 Gessner Road, Suite 1400, Houston, Texas 77024 on Wednesday, May 4, 2016, at 8:00 a.m. Central Time, or any adjournment or postponement thereof (the “Annual Meeting”). The purposes of the Compensation Committee wasmeeting, and information about the Company’s governance and executive compensation, are set forth in the accompanying Notice of Annual Meeting of Stockholders. Please review these materials carefully before casting your vote. We are asking that you vote on five proposals.

Who is entitled to vote?

Only holders of record of the Company’s Common Stock as of the close of business on March 7, 2016, are entitled to vote at the Annual Meeting. As of that date, the Company had outstanding and entitled to vote 474,891,615 shares of Common Stock. Each share of Common Stock is entitled to one vote per share. There is no provision for cumulative voting.

What am I being asked to vote on, and what are the recommendations of the Board?

At the meeting, stockholders will be asked to consider and act upon the following matters discussed in the attached proxy statement. Proxies delivered by record stockholders without voting instructions marked will be voted in accordance with the recommendations of the Board. Proxies will be voted in the best judgment of the proxy holders on any other matters that may properly come before the meeting.

Proposal				Board Recommendation
PROPOSAL 1		The election of director candidates named herein;		FOR
PROPOSAL 2		Ratification of the appointment of the firm PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for its 2016 fiscal year;		FOR
PROPOSAL 3		The approval on an advisory basis of executive compensation;		FOR
PROPOSAL 4		The shareholder proposal, if properly presented at the meeting; and		AGAINST
PROPOSAL 5		The shareholder proposal, if properly presented at the meeting.		AGAINST

How do I vote?

On or about March 22, 2016, we mailed a notice to our stockholders who have not elected otherwise advising them that our materials for this meeting are available on the internet. Certain other stockholders who elected to receive paper copies have received these materials by U.S. mail. In either case, you may vote your shares:

•	In person:you may vote in person at the Annual Meeting;
•	By internet:log onto www.proxyvote.com and use the instructions on the proxy card or voting instruction form received from your broker or bank;

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•	By telephone:dial 1.800.690.6903 and use the instructions on the proxy card or voting instruction form received from your broker or bank (if available); or
•	By mail:by completing and returning the enclosed proxy card or voting instruction form in the postage-paid envelope provided, (for those receiving paper copies only).

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares are registered directly in your name with Cabot’s registrar and transfer agent, Wells Fargo Bank, N.A., you are a stockholder of record with respect to these shares. If, as is more typical, your shares are held in a brokerage account or by your bank, broker or other third party, you are the beneficial owner of these shares. Because a beneficial owner is not the stockholder of record, you may not vote these shares in person at the meeting unless you obtain a proxy from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the meeting. Your broker, trustee or nominee has enclosed or provided voting instructions for you to use in directing the broker, trustee or nominee how to vote your shares.

What if I hold my shares through a broker and do not give voting instructions to my broker?

Brokers holding shares must vote according to specific instructions they receive from the beneficial owners of those shares. If brokers do not receive specific instructions, brokers may in some cases vote the shares in their discretion. However, the New York Stock Exchange (the “NYSE”) precludes brokers from exercising voting discretion on certain proposals without specific instructions from the beneficial owner. Under NYSE rules, at our Annual Meeting brokers will have discretion to vote only on Proposal 2 (ratification of appointment of auditor). Brokers cannot vote on any of the other proposals to be presented at our Annual Meeting without instructions from the beneficial owners.If you do not instruct your broker how to vote on each of the other proposals, your broker will not vote for you.Your shares will be considered “broker non-votes.”

What constitutes a quorum of shareholders?

We must have a quorum to conduct the meeting. A quorum is the presence at the Annual Meeting in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast as of the record date. Because there were 474,891,615 shares of common stock outstanding on March 7, 2016, the record date, the quorum for the Annual Meeting requires the presence at the meeting in person or by proxy of stockholders entitled to vote at least 237,445,808 shares. Broker non-votes, abstentions and withhold-authority votes COUNT for purposes of determining a quorum.

What are my voting options and what is the voting requirement for each of the proposals?

For each matter to be presented at the Annual Meeting, you may choose to vote “for,” “against” or “abstain.”

Proposal No. 1 – Election of Directors:You will be allowed to vote “for,” “against” or “abstain” on each director nominee. Any nominee who receives a greater number of votes cast “for” his or her election than votes cast “against” his or her election will be elected to the Board. Shares not represented in person or by proxy at the Annual Meeting, abstentions and broker non-votes will have no effect on the election of directors.

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Proposal No. 2 – Ratification of Independent Registered Public Accounting Firm:The affirmative vote of holders of a majority of the shares properly represented at the meeting, either in person or by proxy, on Proposal No. 2 is required to ratify the appointment of PwC as our independent registered public accounting firm. Therefore, abstentions will have the same effect as a vote “against.” Brokers generally have discretionary authority to vote on the ratification of our independent registered public accounting firm. Therefore, we do not expect any broker non-votes on this proposal.

Proposal No. 3 – An Advisory Vote to Approve Our Executive Compensation:Because Proposal No. 3 is an officeradvisory vote, there is no minimum vote that constitutes approval of this proposal. We will consider this proposal approved if a majority of the votes properly cast are “for” this proposal. Therefore, abstentions will have the same effect as a vote “against” this proposal. Broker non-votes will have no effect on the outcome of this proposal.

Proposal No. 4 – Stockholder Proposal Regarding Political Contributions:The affirmative vote of holders of a majority of the shares properly represented at the meeting, either in person or employeeby proxy, is required to approve this stockholder proposal. Therefore, abstentions will have the same effect as a vote “against.” Broker non-votes will have no effect on the outcome of this proposal. Because the stockholder proposal is phrased as a request for our Board to take action on the subject of the proposal, we will not be required to take the requested action if a proposal is approved; however, we will consider the voting results in reevaluating the subject of the proposal.

Proposal No. 5 –Stockholder Proposal to Amend Our Proxy Access Bylaw:The affirmative vote of a majority of our outstanding shares, not just those properly represented at the meeting, is required to approve the proposal to amend our bylaws. Because Proposal No. 5 is a binding proposal, if it is approved at the meeting by a majority of the outstanding shares as of the record date, our bylaws will be amended as specified in the proposal with no further action by our Board. Abstentions and broker non-votes will have the same effect as a vote “against” this proposal. If the proposal is not approved by a majority of the outstanding shares, there will be no change to our bylaws as a result of the proposal, but the Board will retain the right to amend our proxy access bylaw in the future.

How will my shares be voted on other matters raised at the meeting?

We do not know of any matters to be presented at the Annual Meeting other than those listed above. However, if any other matters properly come before the Annual Meeting, the persons named on your proxy card or voting instruction form from your broker will vote in accordance with their best judgment. The persons named on the Company’s form of proxy are members of Cabot’s management.

What can I do if I change my mind after I vote my shares?

Stockholders attending the Annual Meeting may vote their shares in person even though they have already executed a proxy. Properly executed proxies not revoked will be voted in accordance with the specifications thereon at the Annual Meeting and at any adjournment or postponement thereof. You may revoke your proxy at any time prior to the Annual Meeting by a written communication to Ms. Deidre L. Shearer, Corporate Secretary of the Company, or anyby a duly executed proxy bearing a later date.

When will Cabot announce the voting results?

We will announce the preliminary voting results at the Annual Meeting of its subsidiaries,Stockholders. We will report the final results in a Current Report on Form 8-K filed with the SEC within a few days of the meeting.

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How are proxies solicited, and what is the cost?

The cost of soliciting proxies in the enclosed form will be borne by the Company. In addition to solicitation by mail, officers, employees or formerly an officeragents of the Company may solicit proxies personally. The Company may request banks and brokers or any of its subsidiaries. During 2013,other similar agents or fiduciaries to transmit the proxy material to the beneficial owners for their voting instructions and will reimburse them for their expenses in so doing. Okapi Partners LLC has been retained to assist the Company had no compensation committee interlocks.in the solicitation of proxies at a fee estimated not to exceed $7,000, plus expenses.

 

FUTURE STOCKHOLDER PROPOSALSWhat is householding?

 

AnyAs permitted by the SEC rules, only one copy of this Proxy Statement is being delivered to stockholders residing at the same address, unless the stockholders have notified Cabot of their desires to receive multiple copies of the Proxy Statement. This is known as “householding.” Upon oral or written request, we will promptly deliver a separate copy of the Proxy Statement to any stockholder residing at an address to which only one copy was mailed. You may direct requests for additional copies for the current year or future years to our Corporate Secretary or our Investor Relations team. Stockholders of record residing at the same address and currently receiving multiple copies of the Proxy Statement may contact our registrar and transfer agent, Wells Fargo Bank, N.A., to request a single copy be mailed in the future. Beneficial owners should contact their broker or bank.

How can I communicate with Cabot’s Board of Directors or individual directors?

You can address communications to the “Board of Directors,” a specified committee of the Board, an individual director (including the Lead Director) or the “Non-management Directors” in care of:

Corporate Secretary and Managing Counsel
Corporate Legal Department
840 Gessner Road, Suite 1400
Houston, Texas 77024

(281)589-4600
(281)589-4808 (fax)
(Outside the U.S. or U.S. long distance-call collect)

Deidre.Shearer@cabotog.com (email)

All communications received as described above will be relayed to the appropriate directors.

How do I submit a stockholder proposal for action at the 2017 Annual Meeting of Stockholders?

You may send any stockholder proposal intended for inclusion in the proxy statement for the 20152017 Annual Meeting of Stockholders of the Company and otherwise eligible, should be sent to Ms. Deidre L. Shearer, Corporate Secretary and Managing Counsel, Cabot Oil & Gas Corporation, 840 Gessner Road, Suite 1400, Houston, Texas 77024 and77024. A notice of stockholder proposal to be presented at the 2017 Annual Meeting of Stockholders must be received by November 20, 2014.22, 2016.

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How do I nominate a director or present other items for action at the 2017 Annual Meeting of Stockholders?

 

The by-lawsbylaws of the Company require timely advance written notice of stockholder nominations of director candidates (other than proxy access nominations, which are discussed below) and of any other business to be presented by a stockholder at an annual meeting of stockholders.

To be timely, the by-lawsbylaws require advance written notice be delivered to the Company’s Secretary at the principal executive offices of the Company not later than the close of business on the 90^thday, nor earlier than the close of business on the 120^thday, prior to the anniversary of the preceding year’s annual meeting (with certain exceptions if the date of the annual meeting is different by more than specified amounts from the anniversary date). The deadline for submission for the 20152017 Annual Meeting of Stockholders is currently January 31, 2015.February 3, 2017. To be valid, a notice must set forth certain information specified in the by-laws.bylaws. You also must attend the meeting and present the nomination or other item of business.

 

SOLICITATION OF PROXIESHow do I nominate a director for inclusion in the Company’s proxy statement for the 2017 Annual Meeting of Stockholders?

 

The cost of soliciting proxies in the enclosed form will be borne by the Company. In addition to solicitation by mail, officers, employees or agentsbylaws of the Company may solicit proxies personally. The Company may request bankscurrently permit any stockholder or group of not more than 10 stockholders that have continuously held at least 5% of our outstanding Common Stock for at least three years to nominate candidates for up to 20% of the available Board seats and brokers or other similar agents or fiduciaries to transmithave such candidates included in the proxy material tostatement for the beneficial owners for their voting instructions and will reimburse them for their expenses in so doing. AST Phoenix Advisors has been retained to assist the Company in the solicitation of proxies at a fee estimated not to exceed $10,000, plus expenses.

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MISCELLANEOUS

The Company’s management does not know of any matters to be presented at the Annual Meeting other than those set forth in the Notice of2017 Annual Meeting of Stockholders. However, if any other matters properly come beforeStockholders of the Company. To be timely, the bylaws require advance written notice to be delivered to the Company’s Secretary at the principal executive offices of the Company not later than the close of business on the 120^thday, nor earlier than the close of business on the 150^thday, prior to the anniversary of the date on which the Company first mailed proxy materials for the preceding year’s annual meeting. The deadline for submission for the 2017 Annual Meeting the persons named in the enclosed proxy intend to vote the shares to which the proxy relates on such matters in accordance with their best judgment unless otherwiseof Stockholders is currently November 22, 2016. To be valid, a notice must set forth certain information specified in the proxy.bylaws and the stockholder or group of stockholders providing such a notice must comply with the eligibility and other requirements specified in the bylaws.

 

By Order of the Board of Directors,

 

 

 

Deidre L. Shearer

Corporate Secretary and Managing Counsel

March 20, 201422, 2016

 

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CABOT OIL & GAS CORPORATION 2014 INCENTIVE PLAN

(As Established Effective as of February 20, 2014)

1.   Objectives

The Cabot Oil & Gas Corporation 2014 Incentive Plan (the “Plan”)This page is designed to attract and retain nonemployee directors, employees and consultants and reward them for making contributions to the success of Cabot Oil & Gas Corporation and its Subsidiaries (as hereinafter defined). These objectives are to be accomplished by making awards under the Plan and thereby providing Participants (as hereinafter defined) with a proprietary interest in the growth and performance of the Company.

2.   Definitions

As used herein, the terms set forth below shall have the following respective meanings:

“Award” means an Employee Award, a Director Award, or a Consultant Award.

“Award Agreement” means the document (in written or electronic form) communicating the terms, conditions and limitations applicable to an Award. The Committee may, in its discretion, require that the Participant execute such Award Agreement, or may provide for procedures through which Award Agreements are made effective without execution. Any Participant who is granted an Award and who does not affirmatively reject the applicable Award Agreement shall be deemed to have accepted the terms of Award as embodied in the Award Agreement.

“Board” means the Board of Directors of the Company.

“Cash Award” means an Award denominated in cash.

“Code” means the Internal Revenue Code of 1986, as amended.

“Committee” means such committee of the Board as is designated by the Board to administer the Plan, provided that such committee is comprised entirely of Nonemployee Directors.

“Common Stock” means the Common Stock, par value $.10 per share, of the Company.

“Company” means Cabot Oil & Gas Corporation, a Delaware corporation, or any successor thereto.

“Consultant” means a person other than an Employee or a Nonemployee Director providing bona fide services to the Company or any of its Subsidiaries as a consultant or advisor, as applicable, provided that such person is a natural person and that such services are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for any securities of the Company.

“Consultant Award” means the grant of any Nonqualified Stock Option, SAR, Stock Award, Performance Award or Cash Award, whether granted singly, in combination or in tandem, to a Consultant pursuant to such applicable terms, conditions and limitations as may be established in order to fulfill the objectives of the Plan.

“Director” means an individual serving as a member of the Board.

“Director Award” means the grant of any Nonqualified Stock Option or Stock Award, whether granted singly, in combination, or in tandem, to a Nonemployee Director pursuant to such applicable terms, conditions, and limitations as may be established in order to fulfill the objectives of the Plan.

“Employee” means any person who is receiving remuneration for personal services (or could be receiving remuneration except for an authorized leave of absence) as an employee of the Company or any of its Subsidiaries.

“Employee Award” means the grant of any form of Stock Option, Stock Appreciation Right, Stock Award, Performance Award or Cash Award, whether granted singly, in combination or in tandem, to an Employee pursuant to any applicable terms, conditions and limitations as the Committee may establish in order to fulfill the objectives of the Plan.

“Fair Market Value” of a share of Common Stock means, as of a particular date, (i)(A) if the shares of Common Stock are listed on a national securities exchange, the last reported sales price per share of the Common Stock on the consolidated transaction reporting system for the principal national securities

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exchange on which shares of Common Stock are listed on that date, or, if there shall have been no such sale so reported on that date, on the last preceding date on which such a sale was so reported, or, at the discretion of the Committee, the price prevailing on the exchange at the time of exercise or other relevant event (as determined under procedures established by the Committee), (B) if the shares of Common Stock are not so listed but are quoted by the NASDAQ Global Select Market, the last reported sales price per share of Common Stock reported on the consolidated transaction reporting system for the NASDAQ Global Select Market, or, if there shall have been no such sale so reported on that date, on the last preceding date on which such a sale was so reported or, at the discretion of the Committee, the price prevailing on the NASDAQ Global Select Market at the time of exercise or other relevant event, (C) if the shares of Common Stock are not so listed or quoted, the average of the closing bid and asked price on that date, or, if there are no quotations available for such date, on the last preceding date on which such quotations shall be available, as reported by the NASDAQ Global Select Market, or, if not reported by the NASDAQ Global Select Market, by the OTC Market Group, or (D) if the shares of Common Stock are not publicly traded, the most recent value determined by an independent appraiser appointed by the Company for such purpose, or (ii) if applicable, the price per share as determined in accordance with the procedures of a third party administrator retained by the Company to administer the Plan and as approved by the Committee.

Cabot Oil & Gas Corporation

Three Memorial City Plaza
840 Gessner Road, Suite 1400
Houston, Texas 77024
(281) 589-4600

 

“Incentive Stock Option” or “ISO” means a Stock Option that is intended to comply with Section 422 of the Code.

“Nonemployee Director” means an individual serving as a member of the Board who is not an Employee.

“Nonqualified Stock Option” means a Stock Option that is not an Incentive Stock Option.

“Participant” means an Employee, Nonemployee Director, or Consultant to whom an Award has been made under this Plan.

“Performance Award” means an Award made pursuant to this Plan that is subject to the attainment in the future of one or more Performance Goals.

“Performance Goal” means one or more standards established by the Committee to determine in whole or in part whether a Performance Award shall be earned.

“Prior Plan” means the Cabot Oil & Gas Corporation 2004 Incentive Plan, and any other stock incentive plans of the Company under which awards are outstanding or under which shares have been reserved but not yet used.

“Qualified Performance Award” means a Performance Award made to a Participant who is an Employee that is intended to qualify as qualified performance-based compensation under Section 162(m) of the Code, as described in Paragraph 7(a)(v)(B) of the Plan.

“Restricted Stock” means Common Stock that is restricted or subject to forfeiture provisions.

“Restricted Stock Unit” means a Stock Unit that is restricted or subject to forfeiture provisions.

“Restriction Period” means a period of time beginning as of the date of grant of an Award of Restricted Stock or Restricted Stock Units and ending as of the date upon which the Common Stock subject to such Award is no longer restricted or subject to forfeiture provisions.

“Stock Award” means an Award consisting of Common Stock or Stock Units, including the award of Restricted Stock or Restricted Stock Units.

“Stock Appreciation Right” or “SAR” means the right to receive a payment, in cash or Common Stock, equal to the excess of the Fair Market Value or other specified valuation of a number of shares of Common Stock on the date the stock appreciation right is exercised over a specific strike price, in each case as determined by the Committee.

“Stock Based Awards Limitations” means the limitations applied to any awards granted hereunder as described in Paragraphs 7(b)(i) and (ii) and Paragraph 8(b) of the Plan.

“Stock Option” means a right to purchase a specified number of shares of Common Stock at a specified exercise price, which right may be an Incentive Stock Option or a Nonqualified Stock Option.

“Stock Unit” means a unit evidencing the right to receive in specified circumstances one share of Common Stock (as determined by the Committee or the Board), which, in the discretion of the Committee, may be restricted or subject to forfeiture provisions.

“Subsidiary” means (i) in the case of a corporation, any corporation of which the Company directly or indirectly owns shares representing 50% or more of the combined voting power of the shares of all classes or series of capital stock of such corporation which have the right to vote generally on matters submitted to a vote of the stockholders of such corporation, (ii) in the case of a partnership or other business entity not organized as a corporation, any such business entity of which the Company directly or

-2014 Proxy Statement71www.cabotog.com

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ATTN: DEIDRE L. SHEARER 840 GESSNER RD., SUITE 1400 HOUSTON, TX 77024