Comstock Resources Inc. Files Definitive Proxy Statement

TL;DR

<b>Comstock Resources Inc. has filed its Definitive Proxy Statement detailing executive compensation and stock award information for 2020-2023.</b>

AI Summary

COMSTOCK RESOURCES INC (CRK) filed a Proxy Statement (DEF 14A) with the SEC on April 29, 2024. Comstock Resources Inc. filed a Definitive Proxy Statement (DEF 14A) on April 29, 2024. The filing includes information related to executive compensation and stock awards for the fiscal years 2020-2023. Specific data points include the fair value of stock awards granted and changes in value of unvested stock awards. The company is involved in the Crude Petroleum & Natural Gas industry (SIC 1311). Comstock Resources Inc. was formerly known as Comstock Tunnel & Drainage Co.

Why It Matters

For investors and stakeholders tracking COMSTOCK RESOURCES INC, this filing contains several important signals. This filing provides shareholders with crucial information regarding executive compensation, including stock awards, which can influence voting decisions on related proposals. Understanding the details of stock awards and their valuation is important for assessing management's alignment with shareholder interests and the company's overall financial health.

Risk Assessment

Risk Level: low — COMSTOCK RESOURCES INC shows low risk based on this filing. The filing is a routine DEF 14A, which is standard for public companies and does not indicate any unusual financial distress or significant new risks.

Analyst Insight

Review the executive compensation details and stock award valuations to understand potential impacts on shareholder value and management incentives.

Key Numbers

• 20240429 — Filing Date (Date the DEF 14A was filed)
• 2020-2023 — Reporting Period (Fiscal years covered by compensation data)
• 1311 — SIC Code (Standard Industrial Classification for Crude Petroleum & Natural Gas)

Key Players & Entities

• COMSTOCK RESOURCES INC (company) — Filer name
• 5300 TOWN AND COUNTRY BLVD STE 500 (address) — Business and mailing address
• FRISCO (location) — City for business and mailing address
• TX (location) — State for business and mailing address
• 75034 (postal_code) — ZIP code for business and mailing address
• 9726688800 (phone_number) — Business phone number
• Comstock Tunnel & Drainage Co. (company) — Former company name
• 19880121 (date) — Date of name change

FAQ

Industry Context

Comstock Resources Inc. operates in the Crude Petroleum & Natural Gas sector. This filing is typical for companies in this industry to communicate with shareholders regarding governance and compensation.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, requiring public companies to disclose information relevant to shareholder voting and corporate governance.

What Investors Should Do

1. Analyze the specific details of stock awards granted to executives, including grant dates and fair values.
2. Review any changes in the value of unvested stock awards and understand the reasons provided.
3. Compare executive compensation practices to industry norms if additional data becomes available.

Key Dates

• 2024-04-29: Filing of DEF 14A — Public disclosure of proxy information, including executive compensation.

Glossary

DEF 14A

Definitive Proxy Statement (A filing required by the SEC for companies soliciting proxies from shareholders, providing detailed information on matters to be voted upon, including executive compensation.)

Stock Awards

Awards of company stock granted to employees, often as part of compensation. (Key component of executive compensation, impacting company dilution and employee incentives.)

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure. No direct comparison to a prior filing's specific financial or operational metrics is possible from this document alone.

Filing Documents

• crk-20240429.htm (DEF 14A) — 1374KB
• img263186716_0.jpg (GRAPHIC) — 163KB
• img263186716_1.jpg (GRAPHIC) — 31KB
• img263186716_2.jpg (GRAPHIC) — 126KB
• img263186716_3.jpg (GRAPHIC) — 36KB
• img263186716_4.jpg (GRAPHIC) — 127KB
• img263186716_5.jpg (GRAPHIC) — 109KB
• img263186716_6.jpg (GRAPHIC) — 111KB
• img263186716_7.jpg (GRAPHIC) — 36KB
• img263186716_8.jpg (GRAPHIC) — 130KB
• img263186716_9.jpg (GRAPHIC) — 139KB
• 0000950170-24-049932.txt (&nbsp;) — 4975KB
• crk-20240429.xsd (EX-101.SCH) — 25KB
• crk-20240429_htm.xml (XML) — 459KB

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 7 PROPOSAL 1 TO ELECT 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 11 Corporate Governance Guidelines and Code of Business Conduct and Ethics 11 Determinations of Director Independence 11 Board Leadership Structure 11 Risk Oversight 12 Related Party Transactions 12 Compensation Committee Interlocks and Insider Participation 13 Stock Ownership Guidelines 13 Hedging Policy 14 Overboarding Policy 14 SUSTAINABILITY 14 Environmental 14 Social 14 THE BOARD OF DIRECTORS AND ITS COMMITTEES 15 Board Responsibilities 15 Adoption of Written Charters 15 Board Meetings 15 Board Committees 16 D i rector Comp ensation 17 PROPOSAL 2 TO RATIFY THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 202 4 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

EXECUTIVE COMPENSATION 21 Compensation Committee Report 21 Compensation Discussion and Analysis ( CD&A) 21 2023 Accomplishments 21 Key Compensation Program Features 22 Compensation Program Objectives 22 Advisory Vote on Executive Compensation 23 Compensation Components 23 Roles and Responsibilities 24 Determining Market Compensation 24 Other Compensation Matters 28 Summary Compensation Table 30 Grants of Plan-Based Awards in 2023 31 Outstanding Equity Awards at 2023 Fiscal Year-End 32 Stock Vested 32 Non - qualified Deferred Compensation 33 Potential Payments upon Termination or Change in Control 33 Employment Agreements 33 Potential Payments Upon Termination 33 Involuntary Termination Without Cause or Termination With Good Reason 34 Involuntary Termination Following a Change in Control 34 Ratio of Annual Compensation for the CEO to our Median Employee 35 Pay Versus Performance 36 OTHER BUSINESS 39 ADDITIONAL INFORMATION 39 Stockholder Proposals and Nominations for the 202 5 Annual Meeting 39 Electronic Delivery of Proxy Statement and Annual Report 39 Householding of Annual Meeting Materials 40 Stockholder List 40 Proxy Summary This summary is included to provide an introduction and overview of the information contained in the proxy statement and may not contain all the information important to you. This is a summary only and does not contain all of the information we have included in the proxy statement. You should refer to the entire proxy statement that follows for more information about Comstock Resources, Inc. ("Comstock" or the "Company", "our", "we", or "us") and the proposals you are being asked to consider. 2023 Overview and Performance Despite a weak natural gas price environment for much of the year, we advanced our Western Haynesville exploratory play by adding 79,741 net acres in the play and drilling five very successful wells. Othe

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management Shares Beneficially Owned Name of Beneficial Owner Number Percent Arkoma Drilling, L.P. Williston Drilling, L.P. One Cowboys Way, Frisco, Texas 75034 194,821,429 (1) 66.7% (1) Blue Star Exploration Company is the sole general partner of each of Arkoma Drilling, L.P. and Williston Drilling, L.P. Jerral W. Jones is a director and sole shareholder of Blue Star Exploration Company. Information regarding the number of shares beneficially owned is based on information contained in a Schedule 13D/A filed with the SEC on March 25, 2024, which consists of (i) 146,950,577 shares of common stock held by Arkoma Drilling, L.P. and (ii) 47,870,852 shares of common stock held by Williston Drilling, L.P. The following table sets forth information as of April 15, 2024 concerning beneficial ownership information for our directors, nominees for director and executive officers: Shares Beneficially Owned Name of Beneficial Owner Number Percent M. Jay Allison Cha

View Full Filing

View this DEF 14A filing on SEC EDGAR