PROXY STATEMENT

FOR

ANNUAL MEETING OF SHAREHOLDERS

To Be Held                 ,                 , 2017

Unless the context requires otherwise, references in this proxy statement to “EXCO,” “we,” “us,” “our” and the “Company” are to EXCO Resources, Inc. and its consolidated subsidiaries. Unless the context otherwise requires, references to the “shareholders” are to the holders of our common shares, par value $0.001 per share (the “Common Shares”). In addition, unless stated otherwise, no Common Share and per-Common Share amounts presented herein have been adjusted to give effect to the proposed Reverse Share Split (as defined herein).

The accompanying proxy is solicited by the Board of Directors on behalf of EXCO Resources, Inc., a Texas corporation, to be voted at the 2017 Annual Meeting of Shareholders of the Company (the “Annual Meeting”) to be held on                 , 2017, at the time and place and for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders (the “Notice”) and at any adjournment(s) or postponement(s) thereof. This proxy statement and accompanying proxy are first being mailed on or about             , 2017. The Company’s Annual Report to Shareholders covering the Company’s fiscal year ended December 31, 2016 is enclosed herewith, but does not form any part of the materials for the solicitation of proxies.

INTERNET AVAILABILITY AND ELECTRONIC DELIVERY OF PROXY DOCUMENTS

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on             , 2017: Our official Notice of Annual Meeting of Shareholders, Proxy Statement and 2016 Annual Report to Shareholders are available at www.proxydocs.com/XCO.

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

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Questions and Answers About the Proposals Presented at the Annual Meeting:

What is the purpose of the Annual Meeting?

At our Annual Meeting, shareholders will act upon the matters outlined in the Notice, including:

(1) the election of seven directors to the Board of Directors, each for a one-year term;

(2) the approval, pursuant to Section 312.03 of the New York Stock Exchange (“NYSE”) Listed Company Manual, of the issuance of our common shares, par value $0.001 per share (the “Common Shares”), as payment for the interest due under the 1.5 Lien Notes (as defined below) and 1.75 Lien Term Loans (as defined below) and upon the exercise of our Warrants (as defined below) or the Preemptive Rights (as defined below) (this proposal is referred to herein as the “Share Issuance Proposal”);

(3) the approval of an amendment to our Amended and Restated Certificate of Formation (the “Charter”), in substantially the form hereto as Annex A , to, at the discretion of our Board of Directors, effect a reverse share split with respect to our issued and outstanding Common Shares, including shares held by the Company as treasury shares, at a ratio of between 1-for-10 and 1-for-20 (the “Range”), with the ratio within such Range to be determined at the discretion of our Board of Directors, with a reduction in the total number of authorized Common Shares based on one-fifth of the reverse share split ratio (such reduction in authorized Common Shares, the “Authorized Common Share Reduction,” and such proposal is referred to herein as the “Reverse Share Split Proposal”);

(4) an advisory vote to approve executive compensation (this proposal is referred to herein as the “Say on Pay Proposal”);

(5) an advisory vote to determine the frequency of future advisory votes on executive compensation (this proposal is referred to herein as the “Say on Frequency Proposal”);

(6) the ratification of the appointment of KPMG LLP as our independent registered public accounting firm (this proposal is referred to herein as the “Ratification Proposal”);

(7) the approval of any adjournments of the Annual Meeting, if necessary or appropriate, to permit the solicitation of additional proxies if there are not sufficient votes at the time of the Annual Meeting to adopt the Share Issuance Proposal and the Reverse Share Split Proposal (this proposal is referred to herein as the “Adjournment Proposal”); and

(8) the transaction of such other business as may arise that can properly be conducted at the Annual Meeting or any adjournment(s) or postponement(s) thereof.

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

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

The Board of Directors recommends that you vote your Common Shares FOR the election of each director nominee, the Share Issuance Proposal, the Reverse Share Split Proposal, the Say on Pay Proposal, the Ratification Proposal and the Adjournment Proposal and FOR “1 year” on the Say on Frequency Proposal. The Special Committee (as defined herein) recommends that you vote your Common Shares FOR the Share Issuance Proposal and the Reverse Share Split Proposal.

In considering the recommendation of the Board of Directors, shareholders should be aware that some of our directors may have interests that are different from, or in addition to or in conflict with, the interests of our shareholders generally. See “What interests do the Company’s directors have in the Share Issuance Proposal and the Reverse Share Split Proposal?”

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Questions and Answers About the Share Issuance Proposal:

What is the purpose of the Share Issuance Proposal?

On March 15, 2017, we closed a series of transactions intended to significantly improve our balance sheet and provide structural liquidity, which principally consisted of:

(i) the issuance by us of $300.0 million in aggregate principal amount of 8.0% / 11.0% 1.5 Lien Senior Secured PIK Toggle Notes due 2022 (the “1.5 Lien Notes”);

(ii) the exchange by participating lenders of (a) $300.0 million aggregate principal amount of loans under the Term Loan Credit Agreement, dated as of October 19, 2015, by and among EXCO, as borrower, certain subsidiaries, the lenders party thereto, Hamblin Watsa Investment Counsel Ltd. (“Hamblin Watsa”), as administrative agent, and Wilmington Trust, National Association, as collateral trustee (the “Fairfax Term Loan”), and (b) approximately $382.8 million aggregate principal amount of loans under the Term Loan Credit Agreement, dated as of October 19, 2015, by and among EXCO, as borrower, certain subsidiaries, the lenders party thereto, and Wilmington Trust, National Association, as administrative agent and collateral trustee (the “Exchange Term Loan,” and together with the Fairfax Term Loan, the “Second Lien Term Loans”), for an equal principal amount of new 1.75 Lien Term Loans due October 26, 2020 (such loans, the “1.75 Lien Term Loans,” and such exchange, the “Second Lien Term Loan Exchange”);

(iii) the issuance of (a) warrants representing the right to purchase an aggregate of up to 322,580,655 of our Common Shares (assuming a cash exercise) to the purchasers of the 1.5 Lien Notes (the “1.5 Lien Notes Warrants”), (b) warrants representing the right to purchase an aggregate of up to 6,471,433 of our Common Shares (assuming a cash exercise) to the parties that committed to backstop the issuance of the 1.5 Lien Notes (the “Commitment Fee Warrants”) and (c) warrants representing the right to purchase an aggregate of up to 19,883,077 of our Common Shares (assuming a cash exercise) to the lenders that participated in the Second Lien Term Loan Exchange (the “Amendment Fee Warrants,” and collectively with the 1.5 Lien Notes Warrants and the Commitment Fee Warrants, the “Warrants”); and

(iv) the grant of a contractual preemptive right to the parties that agreed to backstop the issuance of the 1.5 Lien Notes with the right, so long as such party is the holder of any 1.5 Lien Notes Warrants, to purchase all or any portion of Common Shares that the Company proposes to issue in an offering for cash in the future (other than shares to be issued to directors, officers, employees and consultants in connection with their service as such), pro rata in proportion to their ownership stake in the Company based on the amount of Common Shares they would own as if their respective 1.5 Lien Notes Warrants had been exercised immediately prior to such offering (such rights, the “Preemptive Rights”).

As a result of the Second Lien Term Loan Exchange, the Fairfax Term Loan was deemed repaid in full and the Exchange Term Loan was amended to eliminate substantially all of the covenants and events of default included therein. In connection with these transactions, we also amended our Amended and Restated Credit Agreement, dated as of July 31, 2013, as amended (the “EXCO Resources Credit Agreement”), to reduce the borrowing base thereunder to $150.0 million, permit the issuance of the 1.5 Lien Notes and 1.75 Lien Term Loans and modify certain financial covenants.

Under Section 312.03 of the NYSE Listed Company Manual, subject to certain exceptions, shareholder approval is a prerequisite to issuing our Common Shares when the issuance of such Common Shares would (i) exceed 20% of the Common Shares outstanding or 20% of the voting power outstanding immediately prior to such issuance, (ii) be issued to a director, officer or substantial shareholder of the Company or certain other related parties and would exceed 1% of the Common Shares outstanding or 1% of the voting power outstanding immediately prior to such issuance or (iii) result in a change of control of the Company.

The Company believes that the optionality provided by the ability of the Company to pay the interest owed under the 1.5 Lien Notes and the 1.75 Lien Term Loans in Common Shares will improve its liquidity and future cash flows. It is currently unclear how many Common Shares will be issued as a result of the payment-in-kind (“PIK”) feature of the 1.5 Lien Notes and the 1.75 Lien Term Loans, the amount of which will substantially depend on prevailing market conditions, available liquidity and the price per share of our Common Shares. By way of example, the Company would issue 362,594,328 Common Shares as interest payments on the 1.5 Lien Notes and 1.75 Lien Term Loans through the end of 2018, or approximately 128% of the current outstanding Common Shares, assuming that every interest payment is paid in Common Shares and that the Common Shares maintain a price per share equal to $0.57 (the closing price of our Common Shares as of April 5, 2017). Alternatively, if the Company makes PIK payments in its Common Shares on the 1.5 Lien Notes and 1.75 Lien Term Loans through the life of the 1.5 Lien Notes and 1.75 Lien Term Loans, the Company would issue 905,343,978 Common Shares, or approximately 319% of the current outstanding Common Shares, assuming that every interest payment is paid in Common Shares and that the Common Shares maintain a price per share equal to

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$0.57 (the closing price of our Common Shares as of April 5, 2017). In addition, as part of the transaction fees related to the issuance of the 1.5 Lien Notes and the Second Lien Term Loan Exchange, we issued the Warrants representing the right to purchase an aggregate of up to 348,935,155 Common Shares (assuming a cash exercise), or 123% of the current outstanding Common Shares, at exercise prices ranging from $0.01 per share to $0.93 per share.

Certain related parties of our Board of Directors also directly or indirectly hold 1.5 Lien Notes, 1.75 Lien Term Loans and Warrants and were granted the Preemptive Rights, and it is anticipated that these related parties would receive Common Shares exceeding 1% of the current number of Common Shares outstanding if we utilize the PIK feature of the 1.5 Lien Notes and the 1.75 Lien Term Loans and/or if such related parties exercise all or a portion of their Warrants or exercise the Preemptive Rights in the event of future issuances of our Common Shares.

As a result of the foregoing, we are soliciting the approval of our shareholders to allow us, for purposes of Section 312.03 of the NYSE Listed Company Manual, to issue our Common Shares pursuant to the PIK feature of the 1.5 Lien Notes and the 1.75 Lien Term Loans and upon the exercise of the Warrants or the Preemptive Rights. For additional information, see “Proposal 2—NYSE Shareholder Approval Rules.”

What are the potential consequences of the failure to approve the Share Issuance Proposal?

As further described herein, the principal purpose of the Share Issuance Proposal and one of the principal purposes of the Reverse Share Split Proposal is to allow us to issue our Common Shares as PIK interest payments under the 1.5 Lien Notes and 1.75 Lien Term Loans and to provide us with a sufficient capacity of authorized Common Shares to allow the exercise of the Warrants. We believe that the optionality provided by the ability to make PIK interest payments on the 1.5 Lien Notes and 1.75 Lien Term Loans in our Common Shares is critical for improving our future cash flows and establishing structural liquidity. If we do not obtain approval of the Share Issuance Proposal, it could have the following consequences, each of which is explained in more detail herein:

The failure to obtain the approval of the Share Issuance Proposal will not impact the issuance of the 1.5 Lien Notes and Warrants or the Second Lien Term Loan Exchange, all of which were completed on March 15, 2017. For additional information, see “Proposal 2—Risks Related to the Failure to Approve the Share Issuance Proposal.”

What is the anticipated dilutive effect of the issuance of Common Shares underlying the Warrants and as PIK interest payments under the 1.5 Lien Notes and the 1.75 Lien Term Loans?

The following table shows the dilutive effect of the issuance of Common Shares underlying the Warrants based on the number of Common Shares outstanding as of December 31, 2016 and assuming a cash exercise of the Warrants:

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The ultimate impact of dilution will be substantially dependent on whether and to what extent we elect to make PIK interest payments on the 1.5 Lien Notes and 1.75 Lien Term Loans in our Common Shares and whether the holders of the Warrants elect to exercise such Warrants and the timing of any such exercises, which will depend on a number of factors, including prevailing market conditions, available liquidity and the price per share of our Common Shares.

What are the risks associated with the approval of the Share Issuance Proposal?

As described immediately above, the principal purpose of the Share Issuance Proposal is to allow us to issue our Common Shares as PIK interest payments under the 1.5 Lien Notes and 1.75 Lien Term Loans and to allow the exercise of the Warrants. Accordingly, if the Share Issuance Proposal is approved, we expect that we would begin making PIK interest payments under the 1.5 Lien Notes and 1.75 Lien Term Loans, which would have the following effects, among others:

What interests do the Company’s directors have in the Share Issuance Proposal?

Certain of the Company’s directors have interests in the Share Issuance Proposal that may be different from, or in addition to or in conflict with, yours. These interests include:

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Warrants representing the right to purchase an aggregate of up to 6,471,433 Common Shares (assuming a cash exercise) at an exercise price equal to $0.01 per share and Amendment Fee Warrants representing the right to purchase an aggregate of up to 19,412,035 Common Shares (assuming a cash exercise) at an exercise price equal to $0.01. These affiliates were also granted the Preemptive Rights in connection with the issuance of the 1.5 Lien Notes. Certain affiliates of Fairfax Financial are also the beneficial owners of approximately 9.7% of our Common Shares based on public filings with the SEC.

As a result of the respective relationships between these directors and entities that hold significant positions of 1.5 Lien Notes, 1.75 Lien Term Loans and Warrants, related parties of such directors may benefit from the acquisition of our Common Shares upon our election pay the interest due under the 1.5 Lien Notes or 1.75 Lien Term Loans in our Common Shares or from the exercise of the Warrants, each of which is dependent on the approval of the Share Issuance Proposal. These interests and arrangements may create actual or potential conflicts of interest between our directors and the interests of our shareholders generally.

Questions and Answers About the Reverse Share Split Proposal:

What is the purpose of the Reverse Share Split Proposal?

Our Common Shares are currently listed on the NYSE under the symbol “XCO.” The NYSE imposes certain minimum requirements on us for the continued listing of our Common Shares. Under NYSE rules, a listed company is below compliance standards if the average closing price of one of its listed securities falls below $1.00 per share over a consecutive 30 trading day period. On January 16, 2017, we were notified by the NYSE that the average closing price of our Common Shares over the prior 30 consecutive trading days was below $1.00 per share, and, as a result, we had six months to regain compliance with the NYSE continued listing standards or the NYSE would initiate procedures to suspend and delist the Common Shares. We believe that the Reverse Share Split will increase the trading price of our Common Shares to a level high enough to satisfy the NYSE average minimum closing price requirement for continued listing, and that the Reverse Share Split would be the most effective means available to avoid the delisting of our Common Shares. For additional information, see “Proposal 3—Reasons for the Reverse Share Split Proposal.”

What is the purpose of the Authorized Common Share Reduction?

If the Reverse Share Split Proposal is approved and our Board of Directors effects the Reverse Share Split, the total number of Common Shares that we are authorized to issue would be reduced based on one-fifth of the Reverse Share Split ratio. For example, if the Reverse Share Split Proposal is approved and our Board of Directors effects the Reverse Share Split at a ratio of 1-for-15, the total number of Common Shares that we are authorized to issue would be reduced at a ratio of 1-for-3, which would reduce our authorized Common Shares from 780.0 million to 260.0 million. If we were to further reduce our authorized Common Shares beyond the contemplated Authorized Common Share Reduction, we expect that the total number of Common Shares that we may issue as a result of the PIK feature of the 1.5 Lien Notes and the 1.75 Lien Term Loans and/or as a result of the exercise of the Warrants may exceed our total authorized Common Shares. For additional information, see “Proposal 3—Reasons for the Authorized Common Share Reduction.”

What will be the effect of the Reverse Share Split?

If the Reverse Share Split is effected, it will reduce the total number of issued and outstanding Common Shares, including shares held by the Company as treasury shares, by a Reverse Share Split ratio of between 1-for-10 and 1-for-20. Accordingly, each of

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our shareholders will own fewer Common Shares as a result of the Reverse Share Split. However, the Reverse Share Split will affect all shareholders uniformly and will not affect any shareholder’s percentage ownership interest in the Company, except to the extent that the Reverse Share Split would result in any shareholder receiving an additional Common Share as a result of rounding up a fractional Common Share. Therefore, voting rights and other rights and preferences of the holders of Common Shares will not be affected by the Reverse Share Split (other than as a result of the treatment of fractional shares). Common Shares issued pursuant to the Reverse Share Split will remain fully paid and nonassessable, and the par value per Common Share will remain $0.001.

What are the potential consequences of the failure to approve the Reverse Share Split Proposal?

If we do not obtain shareholder approval of the Reverse Shares Split Proposal:

What are the risks associated with the approval of the Reverse Share Split Proposal?

If the Reverse Share Split Proposal is approved and we effect the Reverse Share Split, it could have the following effects, among others:

For additional information, see “Proposal 2—Risks Related to the Approval of the Share Issuance Proposal” and “Proposal 3— Risks Related to the Approval of the Reverse Share Split Proposal.”

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

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

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

When will the Reverse Share Split become effective?

If the Reverse Share Split Proposal is approved by our shareholders, the Reverse Share Split will become effective upon the filing of the amendment to our Charter with the Secretary of State of the State of Texas and after giving at least ten calendar days’ notice to the NYSE of the anticipated effective date of the Reverse Share Split. However, notwithstanding approval of the Reverse Share Split Proposal by our shareholders, the Board of Directors will have the sole authority to elect whether or not and when to amend our Charter to effect the Reverse Share Split.

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

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

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

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

Questions and Answers About Voting Requirements at the Annual Meeting:

What percentage of the vote is required to approve the election of each director nominee?

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

What percentage of the vote is required to approve the Share Issuance Proposal?

Pursuant to Section 312.07 of the NYSE Listed Company Manual, the affirmative vote by a majority of the votes cast by the holders of our outstanding Common Shares is required to approve the Share Issuance Proposal.

What percentage of the vote is required to approve the Reverse Share Split Proposal?

Pursuant to Section 21.364 of the Texas Business Organizations Code (“TBOC”), the affirmative vote of the holders of at least two-thirds of the outstanding Common Shares entitled to vote on the subject matter at the Annual Meeting is required to approve the Reverse Share Split Proposal.

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What percentage of the vote is required to approve the Say on Pay Proposal?

The affirmative vote of the holders of a majority of the Common Shares present, in person or by proxy, and entitled to vote on the subject matter at the Annual Meeting is required to approve the Say on Pay Proposal. This is a non-binding advisory vote.

What percentage of the vote is required to approve the Say on Frequency Proposal?

The affirmative vote of the holders of a majority of the Common Shares present, in person or by proxy, and entitled to vote on the subject matter at the Annual Meeting is required to approve the Say on Frequency Proposal. This is a non-binding advisory vote.

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

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

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

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

Is any proposal conditioned upon the approval of another proposal?

No, none of the proposals presented at the Annual Meeting are conditioned upon the approval of any other proposal.

Questions and Answers About the Procedures of the Annual Meeting:

What is a proxy?

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

What is a proxy statement?

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

What is the record date and what does it mean?

The record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting is the close of business on                 , 2017 (the “Record Date”). The Record Date is established by the Board of Directors as required by Texas law. On the Record Date,              Common Shares were issued and outstanding.

Who is entitled to vote at the Annual Meeting?

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

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

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

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

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

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

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

What are the voting rights of the shareholders?

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

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

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

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

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

What is a broker non-vote?

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

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How do I vote my Common Shares?

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

The telephone and Internet voting procedures are designed to authenticate shareholders’ identities, to allow you to vote your Common Shares and to confirm that your instructions have been properly recorded. Please refer to your proxy card or the information forwarded by your bank, broker or other nominee to see which options are available to you. The proxy card is fairly simple to complete, with specific instructions right on the card. By completing and submitting it, you will direct the designated persons (known as “proxies”) to vote your Common Shares at the Annual Meeting in accordance with your instructions. The Board of Directors has appointed Harold L. Hickey, Harold H. Jameson, Tyler S. Farquharson and Heather Lamparter to serve as the proxies for the Annual Meeting.

Your proxy card will be valid only if you mark, sign, date and return it before the Annual Meeting. If you complete all of the proxy card except the voting instructions, then the designated proxies will vote your Common Shares “for” the election of the nominated directors, “for” the Share Issuance Proposal, “for” the Reverse Share Split Proposal, “for” the Say on Pay Proposal, “1 year” on the Say on Frequency Proposal, “for” the Ratification Proposal and “for” the Adjournment Proposal. We do not anticipate that any nominee for election to the Board of Directors will be unable to serve or that any other matters will come before the Annual Meeting, but if a nominee is unable to serve, or if any other matters properly come before the meeting, then the designated proxies will vote your shares in accordance with applicable law and their discretion.

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

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

Can I vote my Common Shares in person at the Annual Meeting?

Yes. If you are a shareholder of record, you may vote your Common Shares at the Annual Meeting by completing a ballot at the meeting. However, if your Common Shares are held in “street name,” you may vote your Common Shares in person only if you obtain a nominee-issued proxy from your broker or nominee giving you the right to vote the Common Shares.

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

What are my choices when voting?

In the election of directors, shareholders may vote for all director nominees or may withhold their votes as to one or more director nominees. Shareholders may vote “for,” “against” or abstain from voting with respect to each of the Share Issuance Proposal, the Reverse Share Split Proposal, the Say on Pay Proposal, the Ratification Proposal and the Adjournment Proposal. Shareholders may vote for “1 year,” “2 years,” “3 years” or abstain from voting with respect to the Say on Frequency Proposal.

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

If you return a signed proxy card and do not specify on your proxy card (or when giving your proxy by telephone or over the Internet) how you want to vote your Common Shares, your Common Shares will be voted FOR the election of each director nominee, the Share Issuance Proposal, the Reverse Share Split Proposal, the Say on Pay Proposal, “1 year” on the Say on Frequency Proposal, the Ratification Proposal and the Adjournment Proposal.

Can I change my vote?

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

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

Abstentions or votes withheld are included in the determination of the number of Common Shares present for determining a quorum for all proposals. Votes withheld will have no effect with respect to the election of directors except that if a director nominee in an uncontested election receives a greater number of votes “withheld” than votes “for” his election, the nominee will be required to tender his resignation to the Board of Directors for consideration in accordance with the voting policy in the Company’s Corporate Governance Guidelines, which is described under “—What percentage of the vote is required to approve the election of each director nominee?” and “Election of Directors (Proposal 1).” An abstention will have no effect on the election of directors but will have the same effect as a vote cast against the Share Issuance Proposal, the Reverse Share Split Proposal, the Say on Pay Proposal, the Say on Frequency Proposal, the Ratification Proposal and the Adjournment Proposal.

Broker non-votes are included in the determination of the number of Common Shares present for determining a quorum at the meeting. Broker non-votes will have no effect on the election of directors, the Share Issuance Proposal, the Say on Pay Proposal, the Say on Frequency Proposal or the Adjournment Proposal. Broker non-votes are not applicable to the Ratification Proposal or the Reverse Share Split Proposal.

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

Our Board of Directors is asking for your proxy, and we will pay all of the costs of asking for shareholder proxies. We have hired D.F. King & Co., Inc. (“D.F. King”) to help us send out the proxy materials and to solicit proxies. D.F. King has agreed to provide us with consulting and analytic services and solicitation services for banks, brokers, institutional investors and individual shareholders. D.F. King’s fee for these services is $15,000, plus reimbursement of reasonable out-of-pocket expenses, including telephone calls. We have agreed to indemnify D.F. King against certain liabilities and expenses, including liabilities under the federal securities laws. We can ask for proxies through the mail or personally by telephone or the Internet. We will also reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding solicitation materials to the beneficial owners of Common Shares. We may use officers and employees of the Company to ask for proxies, as described below.

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

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

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

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

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

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

Where can I find voting results?

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

Who can help answer my questions?

The information provided above in this “Question and Answer” format is for your convenience only and is merely a summary of the information contained in this proxy statement. We urge you to carefully read this entire proxy statement and the documents we refer to in this proxy statement. If you have any questions, or need additional materials, please feel free to call our proxy solicitor, D.F. King, toll-free at (800) 714-3305.

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ELECTION OF DIRECTORS

(Proposal 1)

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

Pursuant to a letter agreement that the Company entered into with funds managed by Oaktree (such Oaktree managed funds, the “Oaktree Funds”) in March 2007, Oaktree has the right to nominate one director for election at any annual meeting of shareholders, provided that Oaktree’s nomination right is contingent upon Oaktree beneficially owning at least 10,000,000 Common Shares. As of the Record Date, Oaktree owned in excess of 10,000,000 Common Shares. As a result, Mr. Ford has been nominated by Oaktree, as well as by our Board of Directors, for election at the Annual Meeting.

Pursuant to a letter agreement that the Company entered into with ESAS in September 2015, ESAS has the right to nominate one director for election, which shall be Mr. Wilder, at any annual or special meeting of shareholders held for the purpose of electing directors until September 8, 2019. As a result, Mr. Wilder has been nominated by ESAS, as well as by our Board of Directors, for election at the Annual Meeting.

Set forth below are the seven Director Nominees to be elected by the shareholders to serve until the Annual Meeting of Shareholders in 2018 or until their respective successors have been duly elected and qualified. Shareholders will be unable to vote the proxies mailed with this proxy statement for more than seven persons.

Vote Required

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

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

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

Anthony R. Horton became one of our directors in February 2017. Mr. Horton has been Chief Financial Officer and Executive Vice President of Energy Future Holdings Corp. since October 3, 2016. Prior to then, Mr. Horton served as Senior Vice President and Treasurer of Energy Future Holdings Corp. since April, 2004 and also served as its Assistant Secretary since May 2006. Mr. Horton also currently serves as an officer of several subsidiaries of Energy Future Holdings Corp., including serving as Senior Vice President and Treasurer at Energy Future Competitive Holdings Company LLC, Treasurer and Assistant Secretary at TXU Competitive Energy Holding Company LLC and Senior Vice President and Treasurer of Energy Future Intermediate Holding Company LLC. In addition, Mr. Horton has also served on the board of directors of several private companies. Mr. Horton holds a B.B.A. in Management and Economics from the University of Texas at Arlington and a Masters of Professional Accounting and Finance from the University of Texas at Arlington and Dallas. Professional certifications include CPA, CFA, CMA, and CFM. Mr. Horton’s substantial experience in finance and management provides him with unique insights regarding business strategy, leadership, marketing and strategic transactions.

Randall E. King became one of our directors in March 2017. Mr. King is a founding member and Managing Partner of Anderson King Energy Consultants, LLC (“AK”). Prior to forming AK in 2012, Mr. King was a Managing Director for Bank of America Merrill Lynch’s oil and gas divestiture business and supervised a team of professionals based in Houston. Mr. King joined Petrie Parkman at its founding in 1989 and was extensively involved in closing over $65 billion of transactions at the firm. His experience includes advising clients on over 130 divestitures with Petrie Parkman, as well as numerous acquisition, merger, fairness opinion, and restructuring assignments for public and private companies of all sizes. He has a long history of working with the public and private upstream independent sector in providing liquidity options and strategic transaction services. A registered petroleum engineer, Mr. King is a former Vice President of Netherland, Sewell & Associates, an engineering consulting firm based in Dallas, Texas. Prior to joining Netherland Sewell in 1981, Mr. King held several management and engineering positions with Exxon Company U.S.A.’s production and corporate planning departments. His experience in the oil and gas industry includes a heavy emphasis on reservoir engineering and reserve and economic evaluation of oil and gas properties. Mr. King received his B.S. (honors) in Petroleum Engineering from the University of Alabama. Mr. King is an active member of the Society of Petroleum Evaluation Engineers.

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

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

Stephen J. Toy became one of our directors in March 2017. Mr. Toy currently serves as the Senior Managing Director and Co-Head of WL Ross. He is also Chairman of the Investment Committee of WL Ross and a member of WL Ross’ Management Committee. Mr. Toy is one of the founding members of WL Ross and has been involved in all phases of the firm’s development since its formation. Over the last nineteen years, Mr. Toy has been responsible for the execution of investments in the automotive, media, telecommunication, banking, railcar leasing and building materials sectors. Mr. Toy currently serves on the board of directors for Amalgamated Bank, Compagnie Europeenne de Wagons, International Automotive Components Group, Permian Basin Materials LLC and Plascar Participacoes SA. From 1996 to 2000, he worked in the Mergers & Acquisitions and Corporate Restructuring Group of Rothschild Inc. and from 1994 to 1996 he worked in the Public Finance Group at O’Brien Partners Inc. Mr. Toy graduated summa cum laude with a B.S. in Business Administration in 1994 from the State University of New York at Albany.

C. John Wilder became one of our directors and Executive Chairman of the Board of Directors in September 2015. Mr. Wilder is also the Executive Chairman and member of Investment Committee of three investment vehicles: (i) Bluescape; (ii) Parallel Resource Partners; (iii) and Bluescape Energy Partners. Mr. Wilder serves on the boards of directors of several portfolio companies.

Mr. Wilder started in the energy business in Texas over 35 years ago with the Royal Dutch/Shell Group, where he rose to the position of chief executive officer of Shell Capital in London. Thereafter, in executive roles at TXU Corp. and Entergy Corporation, Mr. Wilder spearheaded the industry’s two most successful total financial and operational turnarounds. For his achievements at TXU, the Harvard Business Review named Mr. Wilder twice as one of the Best-Performing CEOs in the World, ranking 24th among 2,000 CEOs from publicly traded companies in 33 countries in 2010 and 74th among 3,143 CEOs, from publicly traded companies in 50+ countries in 2013. No other United States’ power company executive was honored in either of these rankings. During Mr. Wilder’s leadership, TXU delivered 65% annualized returns to shareholders and ranked 5th best among the S&P 500. Mr. Wilder was named Ten Best CEOs in America by Institutional Investor in 2004 and was named Best CEO and CFO in the Electric Power Sector by Institutional Investor in all the years he was in the power industry. Mr. Wilder is a Trustee of Texas Health Resources and is a past member of the National Petroleum Council, a Secretary of Energy Appointment.

A native of Missouri, Mr. Wilder graduated magna cum laude from Southeast Missouri State University with a bachelor’s degree in business administration, and he has received the university’s Distinguished Alumni Award. He earned a master’s degree in business administration from the University of Texas.

THE BOARD OF DIRECTORS RECOMMENDS THAT

SHAREHOLDERS VOTE “FOR” EACH DIRECTOR NOMINEE

FOR ELECTION TO THE BOARD OF DIRECTORS.

Board Committees and Meetings

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

Audit Committee. The audit committee of our Board of Directors recommends the appointment of our independent registered public accountants, reviews our internal accounting procedures and financial statements and consults with and reviews the services provided by our independent registered public accountants, including the results and scope of their audit. The audit committee is currently comprised of Messrs. Stillwell (chair), Horton, King and Toy, each of whom is independent within the meaning of applicable SEC and NYSE rules. During 2016, Jeffrey D. Benjamin and Jeffrey S. Serota also served as members of our audit committee, but ceased to serve on the audit committee following their refusal, at the Company’s request, to stand for reelection to the Board of Directors at our Annual Meeting of Shareholders for 2016 (the “2016 Annual Meeting”). Wilbur L. Ross also served as a member of the audit committee during 2016, but resigned from our Board of Directors and each of its committees upon the confirmation of his appointment as the U.S. Secretary of Commerce on February 28, 2017. In addition, B. James Ford served as a member of the audit committee during 2016 but resigned as a member of the audit committee on March 30, 2017 following a determination by the Board of Directors that Mr. Ford was no longer independent. The Board of Directors has designated Mr. Horton

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as an audit committee financial expert, as currently defined under the SEC rules implementing the Sarbanes-Oxley Act of 2002. See “—Corporate Governance—Director Independence.” We believe that the composition and functioning of our audit committee complies with all applicable requirements of the Sarbanes-Oxley Act of 2002, as amended, as well as NYSE and SEC rules and regulations. The audit committee held 5 meetings during the fiscal year ended December 31, 2016.

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

Compensation Committee. The compensation committee of our Board of Directors reviews and recommends to our Board of Directors the compensation and benefits for all of our executive officers, administers our stock plans and establishes and reviews general policies relating to compensation and benefits for our employees. The compensation committee is currently comprised of Messrs. Stillwell (chair), Horton, King and Toy, each of whom is independent within the meaning of applicable NYSE rules. Messrs. Benjamin and Serota also served as members of the compensation committee during 2016, but ceased to serve on the compensation committee following their refusal, at the Company’s request, to stand for reelection to the Board of Directors at the 2016 Annual Meeting. Mr. Ross also served as a member of the compensation committee during 2016, but resigned from our Board of Directors and each of its committees upon the confirmation of his appointment as the U.S. Secretary of Commerce on February 28, 2017. In addition, Mr. Ford served as a member of the compensation committee during 2016 but resigned as a member of the compensation committee on March 30, 2017 following a determination by the Board of Directors that Mr. Ford was no longer independent.

During 2016, each director who served on the compensation committee other than Mr. Ross was a “non-employee director” as defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Mr. Ross recused himself from equity compensation decisions related to any insiders during 2016. Each member of the compensation committee is also an “outside director” as defined for purposes of 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). See “—Corporate Governance—Director Independence.” We believe that the composition and functioning of our compensation committee complies with all applicable requirements of the Sarbanes-Oxley Act of 2002, as well as NYSE and SEC rules and regulations. The compensation committee held 2 meetings during the fiscal year ended December 31, 2016.

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

Nominating and Corporate Governance Committee. The nominating and corporate governance committee of our Board of Directors is responsible for:

The nominating and corporate governance committee currently consists of Messrs. Stillwell (chair), Horton and Toy, each of whom is independent within the meaning of applicable NYSE rules. During 2016, Messrs. Benjamin and Serota also served as members of our nominating and corporate governance committee, but ceased to serve on the nominating and corporate governance committee following their refusal, at the Company’s request, to stand for reelection to the Board of Directors at 2016 Annual Meeting. Mr. Ross also served as a member of the nominating and corporate governance committee during 2016, but resigned from our Board of Directors and each of its committees upon the confirmation of his appointment as the U.S. Secretary of Commerce on February 28, 2017. In addition, Mr. Ford served as a member of the nominating and corporate governance committee during 2016 but resigned as a member of the nominating and corporate governance committee on March 30, 2017 following a determination by the Board of Directors that Mr. Ford was no longer independent. We believe that the composition and functioning of our nominating and corporate governance committee complies with all applicable requirements of the Sarbanes-Oxley Act of 2002, as well as NYSE and SEC rules and regulations. See “Corporate Governance—Director Independence.” The nominating and corporate governance committee held 2 meetings during the fiscal year ended December 31, 2016.

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

Special Committee . In May 2016, our Board of Directors formed a special committee of the Board of Directors (the “Special Committee”) to, among other things, assess our operating and financial situation and to evaluate, develop and recommend one or more strategic alternatives. The Special Committee originally consisted of three members of our Board of Directors, Messrs. Benjamin, Serota and Stillwell, but has consisted solely of Mr. Stillwell since the conclusion of the 2016 Annual Meeting where Messrs. Benjamin and Serota refused, at the Company’s request, to stand for reelection. On January 24, 2017, our Board of Directors reformed the Special Committee and appointed Mr. Stillwell, as the only member of the Board of Directors that was expected to be disinterested with respect to the offering of the 1.5 Lien Notes and the Second Lien Term Loan Exchange, as the sole member of the Special Committee. The Board of Directors reformed the Special Committee for the purpose of reviewing, evaluating, negotiating, recommending to the Board of Directors and ultimately approving or rejecting the offering of the 1.5 Lien Notes and Second Lien Term Loan Exchange or any alternative transactions. Following the closing of the 1.5 Lien Notes offering and the Second Lien Term Loan Exchange, on March 30, 2017, our Board of Directors determined that the Special Committee had fulfilled its purpose and dissolved the Special Committee.

Technical Committee . In March 2017, our Board of Directors formed a technical committee of the Board of Directors (the “Technical Committee”) to assist the Company in fulfilling its responsibilities with respect to the oil and natural gas reserve evaluation process and the public disclosure of reserves data. The Technical Committee consists of Mr. Wilder and Mr. King, with Mr. King serving as Chairman of the Technical Committee.

Board of Directors . The Board of Directors held 8 meetings during the fiscal year ended December 31, 2016. During 2016, each director attended 75% or more of the aggregate number of meetings held by the Board of Directors and the committees of the Board of Directors on which such director served, if any, during the period for which such person served as a director. We have a policy that encourages all directors to attend the Company’s Annual Meeting of Shareholders. The Company held the 2016 Annual Meeting on May 19, 2016 and the 2016 Annual Meeting concluded on concluded on May 23, 2016. Of the members of our Board of Directors that were standing for reelection at the time of the 2016 Annual Meeting, only one member of the Board of Directors, C. John Wilder, attended the 2016 Annual Meeting.