Document

DEF 14A 1 comstockresourcesincproxy.htm DEF 14A Document

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________

SCHEDULE 14A

(Rule 14a - 101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

_________________________

Filed by the registrant x 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))
x			Definitive proxy statement
o			Definitive additional materials
o			Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.

COMSTOCK RESOURCES, INC.

(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):


x	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:

	3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth amount on which 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.

o	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 offering fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of the filing.

	1)	Amount previously paid:

	2)	Form, Schedule or Registration Statement No.:

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of them with full power of substitution, as proxies of the undersigned to act and to vote as directed on the reverse side the shares of stock which the undersigned would be entitled to vote, if personally present, at the Annual Meeting of Stockholders of Comstock Resources, Inc., to be held June 3, 2020 at 10:00 a.m. and any adjournment or adjournments thereof, and in their own discretion upon any other matter which may properly come before this meeting. The proxies will vote as the Board of Directors recommends where a choice is not specified. The undersigned hereby revokes any proxy or proxies heretofore given to vote upon or act with respect to such shares of stock and hereby ratifies and confirms all that said attorneys, their substitutes, or any of them, may lawfully do by virtue hereof. Continued and to be marked, signed and dated on reverse side

COMSTOCK RESOURCES, INC.

Notice of 2021 Annual Meeting of Stockholders

and Proxy Statement


Please Complete, Sign, Date And Return Your Proxy Promptly


June 8, 2021 10:00 A.M. Comstock Resources, Inc. Corporate Headquarters 5300 Town and Country Blvd. Suite 300 Frisco, Texas 75034

To the Stockholders of Comstock Resources, Inc.:

We are pleased to invite you to attend the Annual Meeting of Stockholders of Comstock Resources, Inc. The meeting will be held at 10:00 a.m., local time, on June 8, 2021, at the Company's headquarters at 5300 Town and Country Blvd., 3rd Floor, in Frisco, Texas. Our Board of Directors and management look forward to greeting those of you who are able to attend in person.

We currently intend to hold our Annual Meeting in person. Any change will be announced with a press release and on our website, as well as filing additional proxy materials with the Securities and Exchange Commission.

At this year's Annual Meeting, you will be asked to vote on items more fully addressed in our Notice of Annual Meeting of Stockholders, including:

•Proposal 1: To elect five director nominees to our Board of Directors; and

•Proposal 2: To ratify the appointment of Ernst & Young LLP as our independent registered public accountants for 2021.

Approval of Proposals 1 and 2 are not conditioned on the approval of the other proposal.

We know that most of our stockholders will not be attending the Annual Meeting in person. As a result, our Board of Directors is soliciting proxies so that each stockholder has an opportunity to have their shares represented at the Annual Meeting. If you do not plan to attend, please vote your shares by internet, by telephone, or, if you received our proxy materials by mail, by returning the accompanying proxy card, as soon as possible so that your shares will be voted at the meeting. Instructions on how to vote can be found in our proxy statement.

On behalf of the Board of Directors and management, thank you for your cooperation and continued support.


Sincerely,

M. Jay Allison
Chairman of the Board and
Chief Executive Officer

COMSTOCK RESOURCES, INC.


Notice of Annual Meeting of Stockholders

June 8, 2021

10:00 a.m. Central Time


Location:			Company Headquarters 5300 Town and Country Blvd., 3rd Floor Frisco, Texas 75034

We currently intend to hold our Annual Meeting in person. Any change will be announced with a press release on our website, as well as filing additional proxy materials with the Securities and Exchange Commission.

ITEMS OF BUSINESS

1.To elect five director nominees to our Board of Directors.

2.To ratify the appointment of Ernst & Young LLP as our independent registered public accountants for 2021.

Approval of Proposals 1 and 2 are not conditioned on the approval of any of the other proposals.

RECORD DATE

April 7, 2021

ANNUAL REPORT

Our Annual Report to Stockholders for the year ended December 31, 2020, which is not a part of the proxy solicitation materials, is available on our website at www.comstockresources.com. If you received a printed copy of the proxy materials, a printed Annual Report was enclosed.

PROXY VOTING

Stockholders of record may vote in person at the meeting, but may also appoint proxies to vote their shares in one of three ways, by:


•Telephone			•Mail			•Internet

If your shares are held by a bank, broker or other holder of record, you may appoint proxies to vote your shares on your behalf as instructed by that bank, broker or other holder of record. If your shares are held by any such person or entity, you may obtain a proxy from that entity and bring it with you to hand in with your ballot in order to be able to vote your shares at the meeting.

This proxy statement is first being distributed on or about April 26, 2021 to holders of our common stock.

Any proxy may be revoked at any time before it is exercised at the meeting.


By Order of the Board of Directors,

Roland O. Burns
Secretary


PROXY SUMMARY			1
20 20 Overview and Performance			1
Proposals for Stockholder Action			1
Recommendations of the Board of Directors Regarding the Proposals			2
Communicating with the Board of Directors			2
Governance Documents			2
Information about the Electronic Availability of Proxy Materials			2

PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 8 , 2021			3

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING			3

VOTING SECURITIES AND PRINCIPAL HOLDERS			7
Security Ownership of Certain Beneficial Owners and Management			7

PROPOSAL 1 TO ELECT EACH OF FIVE DIRECTOR NOMINEES TO THE COMPANY'S BOARD OF DIRECTORS

SELECTION CRITERIA AND QUALIFICATIONS OF DIRECTOR CANDIDATES			8
Director Selection Process			8
Director Nominees			9

CORPORATE GOVERNANCE			12
Corporate Governance Guidelines and Code of Business Conduct and Ethics			12
Determinations of Director Independence			12
Board of Director Meetings and Committees			12
Board Leadership Structure			12
Risk Oversight			13
Adoption of Written Charters			13
Related Party Transactions			13
Compensation Committee Interlocks and Insider Participation			14
Stock Ownership Guidelines			14
Hedging Policy			15

SUSTAINABILITY			15
Environmental			15
Social			15

THE BOARD OF DIRECTORS AND ITS COMMITTEES			15
Board Responsibilities			15
Board Committees			16

DIRECTOR COMPENSATION			17



PROPOSAL 2 TO RATIFY THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 202 1

AUDIT-RELATED MATTERS			19
Report of the Audit Committee			19
Audit Committee Financial Expert			20
Principal Accounting Firm Fees			20
Pre-approval Policies and Procedures			20

EXECUTIVE COMPENSATION			20
Compensation Committee Report			20
Compensation Discussion and Analysis			21
20 20 Accomplishments			21
Key Compensation Program Features			21
Compensation Program Objectives			22
Advisory Vote on Executive Compensation			22
Compensation Components			23
Roles and Responsibilities			24
Determining Market Compensation			24
Other Compensation Matters			28
Summary Compensation Table			29
Grants of Plan-Based Awards in 2 02 0			30
Outstanding Equity Awards at Fiscal Year-End			30
Stock Vested			31
Nonqualified Deferred Compensation			32
Potential Payments upon Termination or Change in Control			32
Employment Agreements			32
Potential Payments Upon Termination			33
Involuntary Termination Without Cause or Termination With Good Reason			34
Termination Following a Change in Control			34
Ratio of Annual Compensation for the CEO to our Median Employee			34

OTHER BUSINESS			35

ADDITIONAL INFORMATION			35
Stockholder Proposals and Nominations for the 202 2 Annual Meeting			35
Electronic Delivery of Proxy Statement and Annual Report			36
Householding of Annual Meeting Materials			36
Stockholder List			37


What happens if additional matters are presented at the Annual Meeting?


Why is the Board recommending approval of each of the Proposals?


What is a broker non-vote and what is the effect of a broker non-vote?


What is an abstention and what is the effect of an abstention?


What shares will be considered "present" at the Annual Meeting?


	Shares Beneficially Owned
Name of Beneficial Owner	Number	Percent
Arkoma Drilling, L.P. Williston Drilling, L.P. One Cowboy Way, Frisco, Texas 75034	182,321,429 (1)	66.0%
Covey Park Holdings LLC 185 Dartmouth Street, 7th Floor, Boston, Massachusetts 02116	19,013,186 (2)	8.2%


	Shares Beneficially Owned
Name of Beneficial Owner(1)	Number	Percent
M. Jay Allison Chairman of the Board of Directors and Chief Executive Officer	1,278,486	*
Roland O. Burns Director, President, Chief Financial Officer and Secretary	730,780	*
Elizabeth B. Davis, PhD Director	93,432	*
Morris E. Foster Director	98,033	*
Daniel S. Harrison Chief Operating Officer	282,605	*
Patrick H. McGough Vice President of Operations	42,689	*
Ronald E. Mills Vice President of Finance and Investor Relations	33,929	*
Daniel K. Presley Vice President of Accounting	120,238	*
LaRae L. Sanders Vice President of Land	109,193	*
David J. Terry Senior Vice President of Corporate Development	75,864	*
Jim L. Turner Director	187,704	*
Whitney H. Ward Vice President of Marketing	41,154	*
All Executive Officers and Directors as a Group (12 Persons)	3,094,107	1.3%


PROPOSAL 1			TO ELECT EACH OF THE FOLLOWING FIVE DIRECTOR NOMINEES TO THE COMPANY'S BOARD OF DIRECTORS


Why am I receiving these materials?


Where can I find more information about proxy voting?


Who is soliciting my proxy?


How can shares be voted?


M. Jay Allison
Director, Chairman of the Board of Directors and Chief Executive Officer


Roland O. Burns
Director, President, Chief Financial Officer and Secretary


Audit	Compensation	Corporate Governance/Nominating
Elizabeth B. Davis, Chair	Jim L. Turner, Chair	Morris E. Foster, Chair
Morris E. Foster	Elizabeth B. Davis	Elizabeth B. Davis
Jim L. Turner	Morris E. Foster	Jim L. Turner


			Equity Awards
Name of Director	Fees Earned or Paid in Cash		Grant Date	Number of Restricted Shares (#)	Grant Date Fair Value		Total
Elizabeth B. Davis	$	114,500	June 3, 2020	23,234	$	125,000	$	239,500
Morris E. Foster	$	95,500	June 3, 2020	23,234	$	125,000	$	220,500
John D. Jacobi (1)	$	53,102		—	$	—	$	53,102
Jordan T. Marye (1)(2)	$	53,102		—	$	—	$	53,102
Jim L. Turner	$	140,750	June 3, 2020	23,234	$	125,000	$	265,750


PROPOSAL 2			TO RATIFY THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2021


Name			Principal Position
M. Jay Allison			Chief Executive Officer
Roland O. Burns			President and Chief Financial Officer
Daniel S. Harrison			Chief Operating Officer
David J. Terry			Senior Vice President of Corporate Development
Daniel K. Presley			Vice President of Accounting


Component	Objective	Key Features
Base Salary	Reflects each executive's level of responsibility, leadership, tenure, and contribution to the achievement of the Company's business objectives and is designed to be competitive with our peer group	Fixed compensation that is reviewed annually and adjusted as appropriate.

Annual Incentive Award	Measures and rewards achievement of short-term performance goals that apply to the annual business plan	Performance-based cash incentives are based on the achievement of performance goals.

Restricted Stock Awards	Motivates our executive officers to achieve our business objectives by tying incentives to the performance of our common stock over the long term; motivates our executive officers to remain with the Company by mitigating swings in incentive values during periods of high commodity price volatility	Restricted stock awards which vest over three years under which the ultimate value realized varies with our common stock price. Restricted stock awards represent 50% of our executive officers' LTI awards.

Performance-based Restricted Stock Unit Awards	Aligns the long-term interests of our executive officers with our stockholders by determining the number of shares earned for each performance period based on our TSR relative to our peer group	Performance-based LTI awards represent 50% of our executive officers' LTI awards. The ultimate number of units earned is based on the achievement of our TSR relative to the peer group.

Executive Life Insurance Program	Provides life insurance protection and retirement savings for our executive officers	The Company's contributions each year equal 5% of each executive's salary and prior year's bonus, used to purchase life insurance coverage.

Employment Agreements	Provide industry appropriate post-termination compensation in certain circumstances to our CEO, President, and other certain executives.	Employment agreements reflect current governance standards. Severance benefits related to a change in control require that the executive's employment has been involuntarily or constructively terminated ("double trigger"). There are no golden parachute excise tax or other tax "gross-ups".

Other Benefits	401(k) Plan participation and employee welfare plan programs designed to be competitive in recruiting and retaining employees	Our executive officers participate in the retirement and welfare plan programs on the same terms as all other employees.


Antero Resources Corporation	Gulfport Energy Corporation	SM Energy Company
Cabot Oil & Gas Corporation	Matador Resources Company	Southwestern Energy Company
Callon Petroleum Company	Parsley Energy, Inc.	Whiting Petroleum Corporation
CNX Resources Corporation	PDC Energy, Inc.	WPX Energy, Inc.
EQT Corporation	Range Resources Corporation


Executive	2019	2020	%
M. Jay Allison, Chief Executive Officer	$825,000	$840,000	1.8%
Roland O. Burns, President and Chief Financial Officer	$560,000	$570,000	1.8%
Daniel S. Harrison, Chief Operating Officer	$390,000	$460,000	17.9%.
David J. Terry, Senior Vice President of Corporate Development (1)	$425,000	$435,000	2.4%
Daniel K. Presley, Vice President of Accounting	$265,000	$285,000	7.5%


Executive	Threshold	Target	Maximum
	(Percentage of Annual Base Salary)
M. Jay Allison, Chief Executive Officer	50%	100%	200%
Roland O. Burns, President and Chief Financial Officer	45%	90%	180%
Daniel S. Harrison, Chief Operating Officer	40%	80%	160%
David J. Terry, Senior Vice President of Corporate Development	35%	70%	140%
Daniel K. Presley, Vice President of Accounting	30%	60%	120%


	Weighting	Threshold	Target	Maximum
Return on Average Equity	15%	4%	7%	10%
Free Cash Flow Generation	15%	> $140 million	> $180 million	> $220 million
Well Cost Efficiency (per completed lateral foot)	15%	< $1,200	< $1,100	< $1,000
Operating Efficiency % (reduction in lifting costs per Mcfe)	15%	3%	5%	10%
Reserve Replacement %	15%	75%	110%	180%
Strategic and Operational Objectives	25%
* TSR Relative to Peer Group
* Successful Acquisitions
* Risk Management
* Safety Record
* Leverage/Liquidity Improvement
* Execution of Strategic Plan


	Achievement	% of Target Earned
Return on Average Equity	4.1%	52%
Free Cash Flow Generation	$4 million	0%
Well Cost Efficiency (per completed lateral foot)	$1,026	174%
Operating Efficiency (reduction in lifting costs per Mcfe)	1.7%	0%
Reserve Replacement (reserves added / production)	159%	170%
Other Key Objectives	4 of the 6 objectives were achieved	121%


Executive	Grant Date	Restricted Stock Awards	PSU Awards
		(Shares)	(Units)
M. Jay Allison, Chief Executive Officer		—	—
Roland O. Burns, President and Chief Financial Officer		—	—
Daniel S. Harrison, Chief Operating Officer	June 3, 2020	85,502	85,502
David J. Terry, Senior Vice President of Corporate Development	June 3, 2020	40,428	40,428
Daniel K. Presley, Vice President of Accounting	June 3, 2020	22,514	22,514


Level of Performance	Relative TSR Performance Over Specified Performance Period	# of Earned PSUs
Maximum	90th Percentile of Peer Group	200% of Target
Target	50th Percentile of Peer Group	100% of Target
Threshold	20th Percentile of Peer Group	50% of Target


Name and Principal Position	Year	Salary	Grant Date Fair Value of Stock Awards(1)	Non-Equity Incentive Plan Compensation	Bonus (2)	Non-Qualified Deferred Compensation Earnings	All Other Compensation(3)	Total
M. Jay Allison	2020	$840,000	—	$756,000	$2,900,000	$597,174	$234,370	$5,327,544
Chief Executive Officer	2019	$825,000	$3,000,549	$1,138,500	$2,900,000	$663,154	$251,186	$8,778,389
	2018	$825,000	$6,145,564	$825,000	—	—	$205,834	$8,001,398
Roland O. Burns	2020	$570,000	—	$461,700	$1,144,000	$374,088	$63,261	$2,613,049
President and Chief Financial	2019	$560,000	$2,036,733	$695,520	$1,144,000	$393,083	$111,505	$4,940,841
Officer	2018	$560,000	$4,171,544	$504,000	—	—	$127,233	$5,362,777
Daniel S. Harrison	2020	$460,000	$1,131,192	$331,200	—	$26,043	$17,100	$1,965,535
Chief Operating Officer	2019	$390,000	$1,091,112	$496,800	—	$5,055	$16,800	$1,999,767
	2018	$336,667	$1,412,241	$252,000	—	—	$16,500	$2,017,408
David J. Terry (4)	2020	$435,000	$534,863	$274,050	—	$3,556	$17,100	$1,264,569
Senior Vice President of Corporate	2019	$194,792	$515,242	$205,275	—	—	—	$915,309
Development	2018	—	—	—	—	—	—	—
Daniel K. Presley	2020	$285,000	$297,860	$153,900	—	$183,983	$17,100	$937,843
Vice President of Accounting	2019	$265,000	$283,379	$227,700	—	$137,946	$16,800	$930,825
	2018	$260,000	$484,203	$156,000	—	—	$16,500	$916,703


	Estimated Future Payouts Under Non-Equity Incentive Plan Awards
Name and Principal Position	Threshold	Target	Maximum
M. Jay Allison	$420,000	$840,000	$1,680,000
Chief Executive Officer
Roland O. Burns	$256,500	$513,000	$1,026,000
President and Chief Financial Officer
Daniel S. Harrison	$184,000	$368,000	$736,000
Chief Operating Officer
David J. Terry	$152,250	$304,500	$609,000
Senior Vice President of Corporate Development
Daniel K. Presley	$85,500	$171,000	$342,000
Vice President of Accounting


		Stock Awards
Name and Principal Position	Year of Vesting	Number of Shares of Stock That Have Not Vested (#)	Market Value of Shares of Stock That Have Not Market Value of Shares of Stock That Have Not Vested (1)	Number of Equity Incentive Awards That Have Not Vested(#) (2)	Market Value of Equity Incentive Awards That Have Not Market Value of Equity Incentive Awards That Have Not Vested (3)
M. Jay Allison	2021	122,279	$534,359	142,241	$621,593
Chief Executive Officer	2022	74,864	$327,156	224,592	$981,467
	2023	—	—	—	—
Roland O. Burns	2021	83,000	$362,710	96,552	$421,932
President and Chief Financial Officer	2022	50,818	$222,075	152,450	$666,207
	2023	—	—	—	—
Daniel S. Harrison	2021	66,621	$291,134	32,687	$142,842
Chief Operating Officer	2022	55,725	$243,518	81,670	$356,898
	2023	28,500	$124,545	85,502	$373,644
David J. Terry	2021	26,331	$115,066	—	—
Senior Vice President of Corporate Development	2022	26,332	$115,071	38,566	$168,533
	2023	13,476	$58,890	40,428	$176,670
Daniel K. Presley	2021	18,312	$80,023	11,207	$48,975
Vice President of Accounting	2022	14,576	$63,697	21,211	$92,692
	2023	7,504	$32,792	22,514	$98,386


	Restricted Stock		Performance Share Units
Name and Principal Position	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting
M. Jay Allison	122,277	$753,925	—	—
Chief Executive Officer
Roland O. Burns	83,000	$511,754	—	—
President and Chief Financial Officer
Daniel S. Harrison	38,118	$233,665	—	—
Chief Operating Officer
David J. Terry	12,855	$77,516	—	—
Senior Vice President of Corporate Development
Daniel K. Presley	10,805	$66,461	—	—
Vice President of Accounting


		Restricted Stock (Shares)	Estimated Future Payouts Under Equity Incentive Plan Awards (Units)(2)			Grant Date Fair Value of Stock Awards(3)
Name and Principal Position	Grant Date	Number of Shares of Stock(1)	Threshold	Target	Maximum
M. Jay Allison		—	—	—	—	—
Chief Executive Officer
Roland O. Burns		—	—	—	—	—
President and Chief Financial Officer
Daniel S. Harrison	June 3, 2020	85,502	42,751	85,502	171,004	$1,175,653
Chief Operating Officer
David J. Terry	June 3, 2020	40,428	20,214	40,428	80,856	$555,885
Senior Vice President of Corporate Development
Daniel K. Presley	June 3, 2020	22,514	11,257	22,514	45,028	$309,568
Vice President of Accounting


Name and Principal Position	2020 Company Contributions(1)	Aggregate Earnings(2)	Aggregate Balance at End of Year
M. Jay Allison	$98,925	$668,904	$4,568,763
Chief Executive Officer
Roland O. Burns	$63,276	$413,818	$2,530,601
President and Chief Financial Officer
Daniel S. Harrison	$47,840	$27,831	$113,888
Chief Operating Officer
David J. Terry	$32,014	$3,877	$20,439
Senior Vice President of Corporate Development
Daniel K. Presley	$25,635	$197,323	$849,659
Vice President of Accounting

SEC Form DEF 14A filed by Comstock Resources, Inc.