PROPOSAL 4. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
The Audit Committee has appointed, and recommends the approval of the appointment of, EY as the
Companys independent registered public accounting firm for the fiscal year ending December 31, 2018.
On July 19, 2017, the Audit
Committee dismissed KPMG LLP (KPMG) as its independent registered public accounting firm. The reports of KPMG on the Companys financial statements as of and for the years ended December 31, 2015 and 2016 did not contain an
adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles, except for the 2016 report, which included an explanatory paragraph regarding a change in method of accounting
for deferred income taxes as a result of the Companys adoption of Financial Accounting Standards Board Accounting Standards Update
2015-17,
Balance Sheet Classification of Deferred Taxes, as described in
Note 2 to the financial statements. During the Companys two most recent fiscal years and through July 19, 2017, there were (i) no disagreements with KPMG on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, that if not resolved to the satisfaction of KPMG, would have caused KPMG to make reference to the subject matter of such disagreements in its reports on the Companys financial statements for such
periods, and (ii) no reportable events (as defined in Item 304(a)(1)(v) of Regulation
S-K).
On July 19, 2017, the Audit Committee engaged EY to serve as the Companys independent registered public accounting firm for the year
ending December 31, 2017, effective immediately. During the Companys two most recent fiscal years and through July 19, 2017, neither the Company nor
anyone acting on its behalf consulted EY regarding either (i) the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Companys financial statements, or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation
S-K
and the
related instruction to such item) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation
S-K).
The Company provided KPMG with a copy of the disclosure set forth in Item 4.01 of the Companys Current Report on Form
8-K
filed on July 24, 2017 and requested KPMG to furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements by the Company in such disclosure and, if not, stating the
respects in which it does not agree. KPMGs letter is filed as Exhibit 16.1 to the Companys Current Report on Form
8-K
filed on July 24, 2017.
EY has served as the Companys independent registered public accounting firm since July 19, 2017. KPMG served as the Companys independent
registered public accounting firm through July 19, 2017 and for the fiscal years ended December 31, 2016 and 2015.
Representatives of EY
are expected to be present at the Annual Meeting and will be given the opportunity to make a statement, if they desire to do so, and to respond to appropriate questions. Representatives of KPMG are not expected to be present at the Annual Meeting.
Unless shareholders specify otherwise in the proxy, proxies solicited by the Board of Directors will be voted by the persons named in the proxy at
the Annual Meeting to ratify the selection of EY as the Companys independent registered public accounting firm for 2018. Although the appointment of an independent
PROPOSAL 4. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
registered public accounting firm is not required to be submitted to a vote of shareholders, the Board of
Directors recommended that the appointment be submitted to our shareholders for approval. If our shareholders do not
approve the appointment of EY, the Board of Directors may consider the appointment of another independent registered public accounting firm.
Board Recommendation
The Board of Directors recommends that shareholders vote FOR the ratification of the appointment of Ernst & Young LLP as
the Companys independent registered public accounting firm for the fiscal year ending December 31, 2018.
PROPOSAL 4. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Independent Registered Public Accounting Firms
Fees
The following table sets forth the fees billed to us by EY, the Companys current independent
registered public accounting firm, for professional services rendered in connection with the audit of the Companys annual financial statements included in the Companys
Annual Report on Form
10-K
for the year ended December 31, 2017, and the review of the Companys quarterly financial statements included in the
Companys Quarterly Reports on Form
10-Q
for the quarters ended June 30, 2017 and September 30, 2017.
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Description
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2017
|
|
|
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Audit Fees
(1)
|
|
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$978,880
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|
|
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Audit-Related Fees
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|
|
|
|
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Tax Fees
(2)
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38,500
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|
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All Other
Fees
(3)
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97,141
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Total
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$
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1,114,521
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(1)
|
Includes $19,463 of fees associated with services rendered in connection with securities offerings and related SEC filings during 2017.
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(2)
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The 2017 tax fees consist of tax consulting services provided in connection with the preparation and review of the Companys Section 382 ownership change analysis.
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(3)
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Includes $95,048 of fees for acquisition due diligence services performed by EYs advisory services group with the remaining fees for accounting research software licenses.
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The following table sets forth the fees billed to us by KPMG, the Companys independent registered
public accounting firm until July 19, 2017, for professional services rendered in connection with the audit of the Companys annual financial statements included in the Companys Annual Report on Form
10-K
for
the year ended December 31, 2016, and the review of the Companys quarterly financial statements included in the Companys Quarterly Reports on Form
10-Q
for the quarters ended March 31, 2017 and 2016, June 30, 2016 and September 30, 2016.
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Description
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|
2017
|
|
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2016
|
|
|
|
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Audit Fees
(1)
|
|
$
|
290,169
|
|
|
|
$966,649
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|
|
|
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Audit-Related Fees
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|
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|
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|
|
|
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Tax Fees
(2)
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9,050
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39,760
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All Other
Fees
(3)
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1,927
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|
|
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1,927
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|
|
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Total
|
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$
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301,146
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|
|
$
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1,008,336
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|
(1)
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Includes $81,600 and $113,119 of fees associated with services rendered in connection with securities offerings and related SEC filings during 2017 and 2016, respectively.
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(2)
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The 2017 and 2016 tax fees consist of tax consulting services provided in connection with the preparation and review of the Companys Section 382 ownership change analysis.
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(3)
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Consist of fees for licenses for accounting research software.
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Audit Committee
Preapproval Policy
The Audit Committee has adopted a policy that all audit, review or attest engagements and permissible
non-
audit services, including the fees and terms thereof, to be performed by the independent registered public accounting firm (subject to, and in compliance with, the
de minimis
exception for
non-audit
services described in Section 10A(i)(1)(B) of the Exchange Act and the applicable rules and
regulation of the SEC) will be subject to
pre-approval
of the Audit Committee. The Audit Committee has delegated authority to
pre-approve
permitted services to certain members of management subject to the limitations set forth in the
pre-approval
policy. Such approval must be reported to the Audit
Committee at the next scheduled meeting.
PROPOSAL 4. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
Audit Committee Report
The information contained in this Audit Committee Report shall not be deemed to be soliciting
material or to be filed with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates such
information by reference in such filing.
The Audit Committees purpose is to assist the Board of Directors in its oversight of the
Companys internal controls, financial statements and the audit process. The Board of Directors, in its business judgment, has determined that each member of the Audit Committee is independent, as required by applicable standards of
the NASDAQ Stock Market. The Audit Committee operates pursuant to a written charter adopted by our Board of Directors. A copy of the Audit Committee Charter is available on the Companys website at
www.carrizo.com
under About
Us-Governance.
Management is responsible for the preparation, presentation and integrity of the
Companys financial statements, accounting and financial reporting principles and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public
accounting firm is responsible for performing an independent audit of the consolidated financial statements and internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board.
In connection with fulfilling its responsibilities under the Audit Committee Charter, the Audit Committee met with management and EY, our independent
registered public accounting firm, and discussed and reviewed the Companys audited financial statements as of and for the year ended December 31, 2017. The Audit Committee also discussed with EY the matters required to be discussed by
Public Company Accounting Oversight Board Auditing Standard 1301,
Communications with Audit Committees
. The Audit Committee reviewed and discussed
with EY the auditors independence from the Company and its management. As part of that review, EY provided the Audit Committee the written disclosures and letter required by Public Company
Accounting Oversight Board Rule 3526,
Communication with Audit Committees Concerning Independence
.
Based on the reports and discussions
described in this report, and subject to the limitations on the role and responsibilities of the Audit Committee referred to below and in the Audit Committee Charter, the Audit Committee recommended to the Board of Directors that the audited
financial statements be included in the Companys Annual Report on Form
10-K
for the year ended December 31, 2017.
Members of the Audit Committee rely, without independent verification, on the information provided to them and on the representations made by management
and the independent registered public accounting firm. Accordingly, the Audit Committees oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or
appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committees considerations and discussions referred to above do not assure that the
audit of the Companys financial statements and internal control over financial reporting has been carried out in accordance with the standards of the Public Company Accounting Oversight Board, that the financial statements are presented in
accordance with U.S. generally accepted accounting principles or that the independent registered public accounting firm is in fact independent.
The
Audit Committee of the Board of Directors
F. Gardner Parker, Chairman
Thomas L. Carter, Jr.
Roger A. Ramsey
OTHER ITEMS
Security Ownership of Management and Certain Beneficial Owners
The table below sets forth information as of March 23, 2018, unless otherwise indicated, concerning
the number of shares of our Common Stock beneficially owned by (a) the only persons known by the Company, based solely on statements filed by such persons pursuant to Section 13(d) or 13(g) of the Exchange Act, to own beneficially in
excess of 5% of our Common Stock, and (b) each director, the Chief Executive Officer, the Chief
Financial Officer and the other named executive officers whose names appear in the Summary Compensation Table, and by all executive officers and directors as a group. Except as
indicated, each individual has sole voting power and sole investment power over all shares listed opposite his name. As of March 23, 2018, the Company had 82,056,255 shares of Common Stock issued, outstanding, and eligible to vote.
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Amount and Nature of
Beneficial Ownership
|
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Name and Address of Beneficial Owner
(1)
|
|
Number of
Shares of
Common
Stock
|
|
|
Percent of
Common
Stock
(rounded)
|
|
|
|
Directors and Named Executive Officers:
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|
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S. P. Johnson IV
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|
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655,076
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|
|
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*
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Brad Fisher
|
|
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209,936
|
|
|
|
*
|
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David L. Pitts
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99,547
|
|
|
|
*
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Gerald A. Morton
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111,864
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|
|
|
*
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Richard H. Smith
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|
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81,621
|
|
|
|
*
|
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Steven A. Webster
(2)
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|
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3,072,710
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|
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3.7%
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F. Gardner Parker
(2)
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|
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73,462
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|
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|
*
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Frances Aldrich Sevilla-Sacasa
(3)
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*
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Thomas L. Carter, Jr.
(2)
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51,075
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|
|
|
*
|
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Robert F. Fulton
(2)
|
|
|
18,500
|
|
|
|
*
|
|
Roger A. Ramsey
(2)
|
|
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41,650
|
|
|
|
*
|
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Frank A. Wojtek
(2)
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30,008
|
|
|
|
*
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Directors and Executive Officers as a Group (13
persons)
(2)
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|
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4,465,408
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|
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5.4%
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BlackRock, Inc.
(4)
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|
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10,062,580
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|
|
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12.3%
|
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The Vanguard Group
(5)
|
|
|
7,378,632
|
|
|
|
9.0%
|
|
Frontier Capital Management Co., LLC
(6)
|
|
|
7,040,815
|
|
|
|
8.6%
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|
NWQ Investment Management Company, LLC
(7)
|
|
|
5,953,077
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|
|
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7.3%
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State Street Corporation
(8)
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|
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4,161,287
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|
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5.1%
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(1)
|
Except as otherwise noted and pursuant to applicable community property laws, each shareholder has sole voting and
investment power with respect to the shares beneficially owned. None of the shares beneficially owned by the named executive officers or directors are pledged as security, except for 68,477 shares that Mr. Smith has pledged to an investment
firm as security for a portfolio loan account, 42,228 shares that Mr. Parker has pledged as collateral for a line of credit, and 37,050 shares in a pledged account that Mr. Ramsey has at an investment firm as security for a portfolio loan
account. The business address of each named executive officer and director is c/o Carrizo Oil & Gas, Inc., 500 Dallas Street, Suite 2300, Houston, Texas 77002.
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(2)
|
This table includes shares of Common Stock related to RSUs that vest on the earlier to occur of (i) the date of
the Annual Meeting and (ii) June 30, 2018 as follows: Mr. Webster 6,400, Mr. Parker 5,450, Mr. Carter 3,950, Mr. Fulton 3,500, Mr. Ramsey 4,600, and Mr. Wojtek 2,800.
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OTHER ITEMS
(3)
|
Ms. Aldrich Sevilla-Sacasa was granted 1,250 RSUs on April 4, 2018 that vest on the earlier to occur of
(i) the date of the Annual Meeting and (ii) June 30, 2018.
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(4)
|
Based solely on a Schedule 13G/A filed with the SEC on January 19, 2018, BlackRock, Inc. reported sole voting
power over 9,908,594 shares and sole dispositive power over 10,062,580 shares. The address of the principal business office of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055.
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(5)
|
Based solely on a Schedule 13G/A filed with the SEC on February 8, 2018, The Vanguard Group reported sole voting
power over 152,909 shares, shared voting power over 8,329 shares, sole dispositive power over 7,225,435 shares and shared dispositive power over 153,197 shares. The address of the principal business office of The Vanguard Group is 100 Vanguard
Boulevard, Malvern, Pennsylvania 19355.
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(6)
|
Based solely on a Schedule 13G/A filed with the SEC on February 7, 2018, Frontier Capital Management Co., LLC
reported sole voting power over 3,882,747 shares and sole dispositive power over 7,040,815 shares. The address of the principal business office of Frontier Capital Management Co., LLC is 99 Summer Street, Boston, Massachusetts 02110.
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(7)
|
Based solely on a Schedule 13G/A filed with the SEC on February 13, 2018, NWQ Investment Management Company, LLC
reported sole voting and dispositive power over 5,953,077 shares. The address of the principal business office of NWQ Investment Management Company, LLC is 2049 Century Park East, 16th Floor, Los Angeles, California 90067.
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(8)
|
Based solely on a Schedule 13G filed with the SEC on February 14, 2018, State Street Corporation reported shared
voting and dispositive power over 4,161,287 shares. The address of the principal business office of State Street Corporation is One Lincoln Street, Boston, Massachusetts 02111.
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Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires that the Companys named executive officers and
directors, and persons who beneficially own more than 10% of a registered class of the Companys equity securities, file reports of ownership and changes of ownership with the SEC. Officers, directors and greater than 10% shareholders are
required by SEC regulation to furnish the Company with copies of all such forms they file.
Based solely on its review of the copies of such forms received by the Company, and on written
representations by the Companys officers and directors regarding their compliance with the filing requirements, the Company believes that during the fiscal year ended December 31, 2017, all reports required by Section 16(a) to be
filed by its directors, named executive officers and greater than 10% beneficial owners of our Common Stock were filed on a timely basis.
Related Party
Transactions
The Audit Committee Charter provides that the Audit Committee will review all related party transactions
required to be disclosed pursuant to Item 404 of Regulation
S-K
for potential conflicts of interest. Transactions involving potential conflicts of interest may also be reviewed by special committee of the
Companys independent directors. In addition,
our Code of Ethics and Business Conduct requires that directors and officers and other employees disclose possible conflicts of interest to their supervisor or other senior management personnel,
if appropriate, so that necessary steps may be taken to eliminate the conflict or initiate other preventative or appropriate action.
Avista Marcellus Shale
Joint Venture
Effective August 2008, our wholly-owned subsidiary, Carrizo (Marcellus) LLC, entered into a joint venture
with ACP II Marcellus LLC (ACP II), an affiliate of Avista Capital Partners, LP, a private equity fund (Avista Capital Partners, LP, together with its affiliates, Avista). The Avista Marcellus joint venture continues and
covers acreage primarily in West Virginia and New York. Pursuant to the terms of an amended participation agreement, the areas of mutual
interest with Avista have been reduced to specified halos around existing Avista Marcellus joint venture properties.
We serve as operator of the properties covered by the Avista Marcellus joint venture. We conducted no material activity under the Avista Marcellus joint
venture during 2017 nor at any time since 2014. The Companys consolidated balance sheets to the financial statements
OTHER ITEMS
included in our Annual Report on Form 10-K for the year ended December 31,
2017 included a payable to ACP II of less than $0.1 million.
Avista Utica Joint Venture
Effective September 2011, our wholly-owned subsidiary, Carrizo (Utica) LLC, entered into a joint venture
in the Utica Shale with ACP II, which is also our joint venture partner in the Avista Marcellus Shale joint venture described above, and ACP III Utica LLC (ACP III), affiliates of Avista. During the term of the Avista Utica joint
venture, the joint venture partners acquired and sold acreage and we exercised options under the Avista Utica joint venture agreements to acquire acreage from Avista. The Avista Utica joint venture agreements were
terminated on October 31, 2013 in connection with our purchase of certain ACP III assets.
After giving effect to this transaction, we and Avista remained working interest partners and we operated the jointly owned properties subject to
standard joint operating agreements. The joint operating agreements with Avista provide for limited areas of mutual interest around our remaining jointly owned acreage. The Company sold its interest in such jointly owned properties effective
April 1, 2017.
Our Relationship with
Avista
Steven A. Webster, Chairman of our Board of Directors, serves as
Co-Managing
Partner and President of Avista Capital Holdings, LP, which entity has the ability to control Avista and its affiliates. As previously disclosed, we have been a party to prior arrangements with
affiliates of Avista Capital Holdings LP. The terms of the joint ventures with Avista in the Utica Shale and the Marcellus Shale were approved by a special committee of the
Companys independent directors. In determining whether to approve or disapprove a transaction, such special committee has generally in transactions since the beginning of the 2012 fiscal
year, determined whether the transaction is desirable and in the best interest of the Company. The special committee has also applied standards under relevant debt agreements, if required.
Certain Matters Regarding
Mr. Carter
Thomas L. Carter, Jr., a member of our board of directors, and his immediate family members collectively
own interests directly and indirectly through entities (the Black Stone Entities), which are working interest or royalty owners in certain of the Companys wells in the Eagle Ford. Mr. Carter also serves as an executive
officer, general partner or controlling shareholder of the Black Stone Entities and, in some cases, he and his family hold substantial interests in these entities. In September 2017, the Company purchased 176 net acres from subsidiaries of BSM for
approximately $3.4 million. Management believes this transaction was on an arms length basis and additionally received approval from the
independent directors of the Board who determined that the transactions were desirable and in the best interest of the Company. As a working interest or royalty owner in certain of the
Companys wells in the Eagle Ford, we paid the Black Stone Entities approximately $2.6 million and $2.5 million in 2017 and 2016, respectively, in net working interest revenues and royalties attributable to wells owned by the Company.
The terms and conditions of the lease agreements with the Black Stone Entities in which royalty payments are, or may become, due to the Black Stone Entities are generally consistent with the lease agreements that we have entered into with third
parties.
OTHER ITEMS
Shareholder Proposals for the Next Annual Meeting
Rule
14a-8
under the Exchange Act addresses when a company must
include a shareholders proposal in its proxy statement and identify the proposal in its form of proxy when the company holds an annual or special meeting of shareholders. Under Rule
14a-8,
proposals that
shareholders intend to have included in the Companys proxy statement and form of proxy for the 2019 Annual Meeting of Shareholders must be received by the Company no later than December 21, 2018. However, if the date of the 2019 Annual
Meeting of Shareholders changes by more than 30 days from the date of the 2018 Annual Meeting of Shareholders, the deadline is a reasonable time before the Company begins to print and mail its proxy materials, which deadline will be set forth in a
Quarterly Report on Form
10-Q
or will otherwise be communicated to shareholders. Shareholder proposals must also be otherwise eligible for inclusion.
If a shareholder desires to bring a matter before an annual or special meeting of shareholders and the proposal is submitted outside the process of Rule
14a-8,
the shareholder must follow the procedures set forth in the Companys bylaws. The Companys bylaws provide generally that shareholders who wish to nominate directors or to bring business
before a shareholders meeting must notify the Company and provide certain pertinent information at least 80 days before the meeting date (or within ten days after public announcement
pursuant to the Companys bylaws of the meeting date, if the meeting date has not been publicly announced more than 90 days in advance). If the date of the 2019 Annual Meeting of Shareholders is the same as the date of the 2018 Annual Meeting
of Shareholders, shareholders who wish to nominate directors or to bring business before the 2019 Annual Meeting of Shareholders must notify the Company no later than March 3, 2019.
A copy of the Companys bylaws setting forth the requirements for the nomination of director candidates by shareholders and the requirements for
proposals by shareholders may be obtained by submitting a request to the Companys Corporate Secretary at the Companys principal executive offices, 500 Dallas, Suite 2300, Houston, Texas 77002. A nomination or proposal that does not
comply with the above procedures will be disregarded. Compliance with the above procedures does not require the Company to include the proposed nominee or proposal in the Companys proxy materials.
Certain Information
regarding Preferred Stock and Warrants
The terms of the Preferred Stock provide that upon certain failures by the Company to redeem the Preferred
Stock, or pay a quarterly dividend when due, then, among other things, a representative, acting on behalf of the holders of Preferred Stock, will have the exclusive right to appoint and elect up to two directors to the Board of Directors. The
purchasers of the Preferred Stock and the Warrants have agreed to vote shares of
Common Stock issued in respect of such Preferred Stock and Warrants in certain circumstances as either (i) recommended by the Board to the holders of voting securities of the Company or
(ii) consistent with, and in proportion to, the votes of the other shareholders of the Company. No such Common Stock has been issued as of the date of this proxy statement.
Proxy Solicitation and
Expenses
The accompanying proxy is being solicited on behalf of the Board of Directors. The expenses of preparing,
printing and mailing the proxy materials will be borne by us. Proxies may be
solicited by personal interview, mail, telephone, facsimile, internet or other means of electronic distribution by our directors, officers and employees, who will not receive additional
OTHER ITEMS
compensation for those services. We have also retained Morrow Sodali LLC, 470 West Ave., Stamford, CT
06902, to aid in the solicitation of proxies. We expect to pay Morrow Sodali LLC approximately $9,500, plus expenses. Arrangements also may be made with brokers, banks, fiduciaries, custodians, or other
nominees for the forwarding of proxy materials to the beneficial owners of shares held by those persons, and we will reimburse them for reasonable expenses incurred by them in connection with the
forwarding of proxy materials.
Delivery of One Proxy
Statement and Annual Report to a Single Household to Reduce Duplicate Mailings
The SEC permits a single set of the annual report and proxy statement or Notice of Internet Availability
of Proxy Materials to be sent to any household at which two or more shareholders reside if they appear to be members of the same family. This procedure, referred to as householding, reduces the volume of duplicate information shareholders receive
and reduces mailing and printing expenses. A number of brokers and other nominees have instituted householding.
As a result, if you hold your shares
through a broker or other nominee and you reside at an address at which two or more shareholders reside, you will likely be receiving only one set of
the annual report and proxy statement or Notice of Internet Availability of Proxy Materials unless any
shareholder at that address has given the broker or other nominee contrary instructions. However, if any such beneficial shareholder residing at such an address wishes to receive a separate set of the annual report and proxy statement or Notice of
Internet Availability of Proxy Materials in the future, that shareholder should contact their broker or other nominee. Shareholders of record should send a request to the Companys Corporate Secretary at the Companys principal executive
offices, 500 Dallas, Suite 2300, Houston, Texas 77002, telephone number 713-
328-1000.
Forward Looking
Statements
This proxy statement contains statements, including in Compensation Discussion and Analysis
concerning our intentions, expectations, projections, assessments of risks, beliefs, plans or predictions and underlying assumptions and other statements that are not historical facts that are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking rely on assumptions and involve risks and uncertainties, many of which are beyond our control, including, but not limited to, those relating to a worldwide
economic downturn, availability of financing, our dependence on our exploratory drilling activities, the volatility of and changes in oil and gas prices, the need to replace reserves depleted by production, operating risks of oil and gas operations,
our dependence on our key personnel, and other
factors detailed herein and under Part I, Item 1A. Risk Factors and in other sections of our most recent annual report on Form
10-K
and in
other filings with the SEC.
Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual
outcomes may vary materially from those indicated. All subsequent written and oral forward- looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by reference to these risks and
uncertainties. You should not place undue reliance on our forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement, and, except as required by law, we undertake no duty to update or revise any
forward-looking statement.
CARRIZO OIL & GAS, INC. 500 DALLAS STREET, SUITE 2300 HOUSTON, TX 77002 VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode
above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Follow the instructions to obtain your records and to create an
electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy
materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and,
when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day
before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote
Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E23685-P88716 KEEP THIS PORTION FOR
YOUR RECORDS DETACH AND RETURN THIS PORTION ONLYTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. CARRIZO OIL & GAS, INC. For All Withhold All For All Except To withhold authority to vote for any individual nominee(s), mark For All
Except and write the number(s) of the nominee(s) on the line below. The Board of Directors recommends you vote FOR ALL the following Nominees: 1. Election of Directors Nominees 01) S.P. Johnson IV 05) Thomas L. Carter, Jr. 02) Steven A.
Webster 06) Robert F. Fulton 03) F. Gardner Parker 07) Roger A. Ramsey 04) Frances Aldrich Sevilla-Sacasa 08) Frank A. Wojtek The Board of Directors recommends you vote FOR proposal 2: For Against Abstain The Board of Directors recommends you vote
FOR proposals 3 and 4: For Against Abstain 2. To approve, on a non-binding advisory basis, the compensation of the Companys named executive officers 3. To approve, in accordance with NASDAQ Marketplace Rule 5635(d), the issuance of shares of
the Companys common stock (i) either as dividends on, or upon redemption of, the Companys 8.875% redeemable preferred stock and (ii) upon the exercise of common stock purchase warrants issued in connection with such preferred stock 4. To
ratify the appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2018 NOTE: Such other business as may properly come before the meeting or any adjournment
thereof For address change/comments, mark here. (see reverse for instructions) Please indicate if you plan to attend this meeting. Yes No Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or
other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. V1.1 Signature [PLEASE SIGN
WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on
May 22, 2018: The Companys Notice of Annual Meeting of Shareholders, Proxy Statement and 2017 Annual Report to Shareholders are available on the Internet at www.proxyvote.com. E23686-P88716
CARRIZO OIL & GAS, INC. Annual Meeting of Shareholders May 22, 2018 1:30 PM This proxy is solicited by the Board of Directors The
shareholder(s) hereby appoint(s) L. Michael Kennington and Marcus G. Bolinder, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of
this ballot, all of the shares of common stock of CARRIZO OIL & GAS, INC. that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held at 1:30 PM, CDT on May 22, 2018, at Two Allen Center, The Forum, located
at 1200 Smith Street, 12th Floor, Houston, Texas 77002, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in
accordance with the Board of Directors recommendations. Address Changes/Comments: (If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.) Continued and to be signed on reverse side
V.1.1
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