NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS
To the stockholders of Abraxas Petroleum Corporation Annual Meeting of Stockholders to
be held on July 13, 2021 in a virtual-only meeting format, by live audio webcast. Please visit www.proxv-docs.com/AXAS for more details and to register to attend the meeting. Record elate for the meeting is May 18, 2021. The proposals to be voted on
at the meeting are listed below:
1. To elect as director to the Abraxas Board of Directors the nominee below for a term of three
years:
01 Ralph F. Cox
2. To ratify the appointment of
Akin, Doherty, Klein & Feuge, PC as Abraxas independent registered public accounting firm for the year ended December 31, 2021.
3. To approve amendments to the Amended and Restated Abraxas Petroleum Corporation 2005 Employee
Long-term Equity Incentive Plan to increase the total number of shares of common stock authorized for issuance under the plan from 183,639 to 1,683,639 and to increase the maximum number of shares that can be awarded to any one employee under the
plan each year from 25,000 to 250,000.
4. To approve amendments to the Amended and Restated Abraxas Petroleum Corporation 2005 Non-Employee
Directors Long-term Equity Incentive Plan to increase the total number of shares of common stock authorized for issuance under the plan from 70,698 to 200,698, to increase the maximum number of shares that can be awarded to any one participant under
the plan each year from 5,000 to 25,000, and to reflect that the reverse stock split effected by the Company in October 2020 necessitates an adjustment in the number of shares to be awarded to each non-employee director from 25,000 to 1,250.
5. To approve an amendment to the
Companys Articles of Incorporation to increase the Companys authorized shares of common stock from 20,000,000 shares to 40,000,000 shares.
6. To approve, by advisory vote, the compensation of the Companys named executive officers.
7. To transact any other business
that has been properly brought before the meeting in accordance with the provisions of the Companys Amended and Restated Bylaws.
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