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CIMAREX ENERGY CO Form DEF 14A Filed 2021-03-26

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CIMAREX ENERGY CO Form DEF 14A Filed 2021-03-26 SECURITIES AND EXCHANGE COMMISSION FORM DEF 14A Definitive proxy statements Filing Date: 2021-03-26 | Period of Report: 2021-05-12 SEC Accession No. 0001047469-21-000740 (HTML Version on secdatabase.com) FILER CIMAREX ENERGY CO Mailing Address Business Address 1700 LINCOLN STREET 1700 LINCOLN STREET CIK:1168054| IRS No.: 450466694 | State of Incorp.:DE | Fiscal Year End: 1231 SUITE 3700 SUITE 3700 Type: DEF 14A | Act: 34 | File No.: 001-31446 | Film No.: 21774995 DENVER CO 80203-4537 DENVER CO 80203-4537 SIC: 1311 Crude petroleum & natural gas 303-295-3995 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to §240.14a-12 Cimarex Energy Co. (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): þ No fee required. o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: Per unit price or other underlying value of transaction computed pursuant to Exchange (3) Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: o Fee paid previously with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the o previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents 1700 Lincoln Street, Suite 3700 Denver, CO 80203 2021 ANNUAL MEETING § NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TIME AND DATE 9:00 a.m. Mountain Daylight Time on Wednesday, May 12, 2021 The Annual Meeting of Cimarex Energy Co. ("Cimarex" or the "Company") will be held virtually at PLACE www.viewproxy.com/cimarex/2021. Because of continuing health and safety concerns and government recommendations and restrictions relating to the COVID-19 pandemic, we are not holding an in-person Annual Meeting. We anticipate allowing for in-person annual meetings in the future when health and regulatory issues allow. While you will be able to vote your shares and ask questions at the virtual meeting, we encourage you to vote your shares prior to the annual meeting. For more information, see "Questions and Answers2. How do I attend and vote shares at the virtual Annual Meeting?" ITEMS OF Item 1. Election of Directors BUSINESS Item 2. Advisory Vote to Approve Executive Compensation Item 3. Approve Amended and Restated 2019 Equity Incentive Plan to Increase the Number of Shares of Common Stock Authorized for Issuance Under the Plan by 6,900,000 Item 4. To Consider a Proposal to Amend and Restate Our Certificate of Incorporation to Provide for the Annual Election of All Directors Item 5. Ratification of Independent Auditors Transact any other business that properly comes before the Meeting and any adjournment or postponement of the Meeting RECORD DATE March 16, 2021 MAILING DATE TO March 26, 2021 SHAREHOLDERS MATERIALS TO This booklet contains our Notice of 2021 Annual Meeting and Proxy Statement. Our 2020 Annual REVIEW Report is available on our website at www.cimarex.com. It is important that your shares be represented and voted at the Meeting. You can vote your shares PROXY VOTING by following the internet or telephone instructions on page 97 of this proxy statement or you may Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document attend virtually and vote your shares electronically at the Annual Meeting. If you received a paper copy of the proxy card, you also may vote by completing and mailing the proxy card in the postage- paid envelope provided for your convenience. You may revoke your proxy at any time before the vote is taken by following the instructions on page 99 of this proxy statement. March 26, 2021 Francis B. Barron, Corporate Secretary Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents TABLE OF CONTENTS PROXY STATEMENT SUMMARY 1 NON-EMPLOYEE DIRECTOR 73 ITEM 1: ELECTION OF DIRECTORS 8 COMPENSATION Election Process 8 Director Nominations 8 SECURITY OWNERSHIP 76 2021 Nominees for Class I Directors 9 Management, Directors and Certain 76 Continuing Directors 12 Beneficial Owners Summary of Director Core Section 16(a) Beneficial Ownership 77 Competencies and Composition 19 Reporting Compliance Highlights ITEM 2: ADVISORY VOTE TO CORPORATE GOVERNANCE 20 APPROVE EXECUTIVE 78 Corporate Governance Highlights 20 COMPENSATION Shareholder Engagement 20 Director Qualifications and Recruitment 21 ITEM 3: APPROVAL OF THE Board of Directors and its Committees 22 AMENDED AND RESTATED 2019 79 Other Governance Matters 27 EQUITY INCENTIVE PLAN COMPENSATION DISCUSSION AND 31 ITEM 4: AMENDMENT AND ANALYSIS RESTATEMENT OF THE RESTATED Executive Summary of Compensation CERTIFICATE OF INCORPORATION 90 31 Discussion and Analysis ("CD&A") TO PROVIDE FOR THE ANNUAL Section 1 35 ELECTION OF ALL DIRECTORS Our Compensation Framework 35 Competitive Positioning 37 ITEM 5: RATIFICATION OF 92 2020 Compensation Peer Group 37 INDEPENDENT AUDITORS 2020 Stock Performance Peer Group 38 Audit and Non-Audit Fees 92 Section 2 39 Approval of Audit, Audit-Related and Summary of 2020 and Early 2021 92 39 Tax Services Compensation Decisions Report of Audit Committee 93 Response to 2020 Say-on-Pay Vote 40 Key 2020 Compensation Actions 41 GENERAL INFORMATION 94 Alignment of CEO Compensation to 51 Total Shareholder Return ("TSR") Information Available Online 94 Early 2021 Compensation Decisions 55 Communications with Cimarex's 94 Section 3 56 Directors Role of Compensation Consultant Director Nominations for the 2022 94 and Management in Compensation 56 Annual Meeting of Shareholders Decisions Shareholder Proposals for the 2022 94 Other Compensation Arrangements 57 Annual Meeting of Shareholders Other Compensation Policies 58 Complaint and Reporting Procedures 95 Compensation Committee Report 59 QUESTIONS AND ANSWERS 96 EXECUTIVE COMPENSATION 60 Proxy Materials and Voting Information 96 TABLES Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Summary Compensation Table 60 2020 Grants of Plan-Based Awards 61 APPENDIX A: AMENDED AND A-1 Outstanding Equity Awards at RESTATED 2019 EQUITY INCENTIVE 63 December 31, 2020 PLAN 2020 Option Exercises and Restricted 64 Stock Vested APPENDIX B: AMENDED AND 2020 Nonqualified Deferred 65 RESTATED CERTIFICATE OF B-1 Compensation INCORPORATION OF CIMAREX CEO Pay Ratio 66 ENERGY CO. Potential Payments Upon Change in 66 Control or Termination APPENDIX C: AMENDED AND Director and Officer Indemnification C-1 72 RESTATED BYLAWS OF CIMAREX Agreements ENERGY CO. Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Proxy Statement Summary This section highlights certain important information presented in this Proxy Statement and is intended to assist you in evaluating the matters to be voted on at the meeting. We encourage you to read the Proxy Statement in its entirety before you cast your vote. For more information regarding Cimarex's 2020 performance, please review Cimarex's Annual Report on Form 10-K for the year ended December 31, 2020. Voting Matters and Board Recommendations Voting Page Recommendation Reference FOR each Item 1: Election of Directors Director 8 Nominee Item 2: Advisory Vote to Approve Executive Compensation FOR 78 Approve Amended and Restated 2019 Equity Incentive Item 3: FOR 79 Plan To Consider a Proposal to Amend and Restate Our Item 4: Certificate of Incorporation to Provide for the Annual FOR 90 Election of All Directors Item 5: Ratification of Independent Auditors FOR 92 Advance Voting Methods Even if you plan to virtually attend the 2021 Annual Meeting of Shareholders, please vote right away using one of the following advance voting methods (see page 97 for additional details). Make sure to have your proxy card or voting instruction form in hand and follow the instructions. You can vote in advance in one of three ways: Visit the website listed on your proxy card/voting instruction form to vote VIA THE INTERNET Call the telephone number on your proxy card/voting instruction form to vote BY TELEPHONE Sign, date and return your proxy card/voting instruction form in the enclosed envelope to vote BY MAIL Voting at our 2021 Annual Meeting of Shareholders All shareholders of record may vote electronically at the 2021 Annual Meeting of Shareholders, which will be held virtually on Wednesday, May 12, 2021 at 9:00 a.m., Mountain Daylight Time, at www.viewproxy.com/cimarex/2021. Beneficial owners may vote electronically at the virtual Meeting if they have a legal proxy, as described in the response to question 2 on page 96 of "Questions and Answers about the Meeting and Voting." Cimarex Energy Co.
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