UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONCOMMISSION
WASHINGTON,Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OFthe Securities Exchange Act of 1934 (AMENDMENT(Amendment No.)

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Adams Resources & Energy, Inc.
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ADAMS RESOURCES & ENERGY, INC.
17 South Briar Hollow Lane, Suite 100
Houston, Texas 77027

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 3, 2017TO BE HELD ON MAY 14, 2019

To Our Shareholders:the Shareholders of Adams Resources & Energy, Inc.:

Notice is hereby given that theThe Annual Meeting of Shareholders of Adams Resources & Energy, Inc. will be held at 17 South Briar Hollow Lane, Suite 100, Houston, Texas 77027, on Wednesday,Tuesday, May 3, 201714, 2019 at 11:00 a.m., Houston time, to consider the following matters:

1. To elect a board of five directors to serve for the following purposes:next year or until their successors are elected and qualified;

1.To elect a board of eight directors to serve for the next year or until their successors are elected2.  To consider and act upon an Advisory Resolution on Executive Compensation; and qualified;

2.To consider and act upon an Advisory Resolution on Executive Compensation;
3. To transact any other business as may properly come before the annual meeting or any adjournments thereof.

3.To consider and act upon an Advisory Resolution on the Frequency of the Shareholders’ Advisory Resolution on Executive Compensation; and

4.Transact such other business as may properly come before the meeting or any adjournments thereof.

Further information regarding the meeting and the above proposals is set forth in the accompanying Proxy Statement.  The close of business on April 5, 20171, 2019 has been fixed as the record date for the determination of shareholders entitled to receive notice of and to vote at the Annual Meeting or any adjournment(s) thereof.

By Order of the Board of Directors

/s/ David B. Hurst
By Order of the Board of Directors
/s/ David B. Hurst
David B. Hurst
Secretary
Houston, Texas
March 22, 2019
Secretary
Houston, Texas
March 27, 2017
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY
MATERIALS FOR THE ANNUAL SHAREHOLDER MEETING
TO BE HELD ON MAY 14, 2019.
OUR PROXY STATEMENT AND 2018 ANNUAL REPORT
ARE ALSO AVAILABLE AT www.adamsresources.com.

YOU ARE INVITED TO ATTEND THE MEETING IN PERSON. EVEN IF YOU PLAN TO BE PRESENT, YOU ARE URGED TO SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY. THE ENCLOSED RETURN ENVELOPE MAY BE USED FOR THAT PURPOSE. IF YOU ATTEND THE MEETING, YOU CAN VOTE EITHER IN PERSON OR BY PROXY.


NOTICE REGARDING THE AVAILABILITY OF PROXY
MATERIALS FOR THE SHAREHOLDER MEETING
 TO BE HELD ON MAY 3, 2017.

THE COMPANY’S PROXY STATEMENT AND THE 2016 ANNUAL REPORT
 ARE ALSO AVAILABLE AT www.adamsresources.com1

YOU ARE INVITED TO ATTEND THE MEETING IN PERSON.  EVEN IF YOU PLAN TO BE PRESENT, YOU ARE URGED TO SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY.  THE ENCLOSED RETURN ENVELOPE MAY BE USED FOR THAT PURPOSE.  IF YOU ATTEND THE MEETING, YOU CAN VOTE EITHER IN PERSON OR BY PROXY.


ADAMS RESOURCES & ENERGY, INC.
17 South Briar Hollow Lane, Suite 100,
Houston, Texas 77027

PROXY STATEMENT

FOR
20172019 ANNUAL MEETING OF SHAREHOLDERS
To Be Held on May 3, 201714, 2019

This Proxy Statement and accompanying proxy are being furnished to our shareholders in connection with the solicitation of proxies by the Board of Directors (“Board”) of Adams Resources & Energy, Inc., a Delaware corporation (the ‟Company”“Company”), for use at the 2017our 2019 Annual Meeting of Shareholders to be held at 17 South Briar Hollow Lane, Suite 100, Houston, Texas 77027, on Wednesday,Tuesday, May 3, 201714, 2019 at 11:00 a.m., Houston time, and any and all adjournments thereof, (such meeting or adjournment(s) thereof referred to as the ‟Annual“Annual Meeting”), for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders.  This Proxy Statement and the accompanying proxy are being mailed to shareholders on or about April 7, 2017.9, 2019. Unless otherwise indicated, the terms “the Company,” “our,” “we,” “us” and similar terms refer to Adams Resources & Energy, Inc. together with our subsidiaries.

The CompanyWe will pay the cost of solicitation of the proxies.  In addition to solicitation by mail, proxies may be solicited personally or by telephone or e-mail by our directors, officers and employees, of the Company, and arrangements may be made with brokerage houses or other custodians, nominees and fiduciaries to send proxies and proxy material to their principals.  CompensationWe will bear the compensation and expenses of such firms, if any, which are not expected to exceed $1,000, will be borne by$1,000. Currently, we have not entered into any arrangements with any firm to aid in the Company.solicitation of proxies.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

At the close of business on April 5, 2017,1, 2019, the record date of those entitled to receive notice of and to vote at the Annual Meeting, the Companywe had outstanding 4,217,596 shares of common stock, $0.10 par value per share (‟(“Common StockˮStock”).  The presence, in person or by proxy, of a majority of the outstanding shares of Common Stock on the record date is necessary to constitute a quorum at the Annual Meeting.  Abstentions will be considered present at the Annual Meeting and brokercounted toward the quorum, but they will not be counted as votes cast. Broker non-votes (which are shares represented by proxies, received from a bank or broker, that are not voted on a matter because the bank or broker did not receive voting instructions from the shareholder) will be treated the same as abstentions. Therefore, abstentions which means they will be present at the Annual Meeting and counted toward the quorum, but they will not be counted as votes cast.  Abstentions and broker non-votes will not have an effect on any of the proposals at this meeting because they will not be counted as votes cast.  Each share of Common Stock is entitled to one vote on all issues requiring a shareholder vote at the Annual Meeting.  Shareholders may not cumulate their votes for the election of directors.

The election of directors and the advisory resolution on executive compensation are not considered ‟routine“routine matters.”  Thus, if a shareholder does not vote its shares with respect to any of these matters, such shareholder’s bank or broker may not vote such shares and such shares will be left unvoted on the matter.

All shares represented by properly executed or submitted proxies, unless previously revoked, will be voted at the Annual Meeting in accordance with the directions on the proxies.  If no direction is indicated, the shares will be voted “‟FOR” FOR” the election as directors of the nominees listed herein, “‟FOR”FOR” the advisory resolution on executive compensation, and in the discretion of the persons named in the proxy in connection with any other business that may properly come before the Annual Meeting.  The enclosed proxy, even though executed and returned, may nevertheless be revoked at any time before it is voted by the subsequent execution and submission of a revised proxy, by written notice of revocation to theour Secretary of the Company at the address set forth above or by voting in person at the Annual Meeting.  However, simply attending the Annual Meeting and not voting will not revoke a previously submitted proxy.


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ITEM 1 - APPROVAL OF NOMINEES FOR DIRECTOR

ELECTION OF DIRECTORS

The persons named as proxy holders in the enclosed proxy have been selected by the Board of Directors to serve as proxies (‟(“Proxy Holders”) and will vote the shares represented by valid proxies at the Annual Meeting and any adjournments thereof.  The proxy holdersProxy Holders have indicated that they intend to vote “‟FOR”FOR election as director” each of the persons named as a nominee below under ‟Nominees“Nominees for Director” unless authority to vote in the election of directors is withheld on each proxy or unless otherwise specified on each proxy.  Each duly elected director will hold office until the 20182020 Annual Meeting of Shareholders or until his or her successor shall have been elected and qualified.  Although theour Board of Directors of the Company does not contemplate that a nominee will be unable to serve, if such a situation arises prior to the Annual Meeting, the Proxy Holders will vote for the election of such other person as may be nominated by the Board of Directors.Board.  Proxies cannot be voted in the election of directors for more than eightsix persons, as that is the number of nominees named herein.

Directors shall be elected by a plurality of the votes of the shares present or represented by proxy and entitled to vote at the Annual Meeting.  Withholding authority will have the effect of a vote cast ‟AGAINST”“AGAINST” Item 1.  Broker non-votes will not be counted in the tabulations of the votes cast on Item 1 and will have no effect on the outcome of the vote.


The Board of Directors unanimously recommends athat shareholders vote ‟FOR”“FOR” the election of the nominees listed below.below to our Board of Directors.

For each of the Company’sour directors, the following table sets forth their names, ages, principal occupations, other directorships of public companies held by them and length of continuous service as a director.director of the Company.  Any directorship of public companies held by the nominees within the last five years is also presented below.

Principal OccupationDirector
Nominee and Ageand DirectorshipSince
Thomas S. Smith (65)President and Chief Executive Officer of the Company2013
E. C. Reinauer, Jr. (81)Retired—Former International Project Manager1973
Larry E. Bell (69)Retired—Risk Manager2006
Townes G. Pressler (81)Chairman—VSO Petroleum Consultants, Inc.2011
Michelle A. Earley (45)Partner—Locke Lord LLP2015
Murray E. Brasseux (68)Retired—Former Bank Managing Director2015
Richard C. Jenner (55)Co-managing Partner—Endeavor Natural Gas, LP2016
W. R. Scofield (64)President and Chief Operating Officer—2016
KSA Industries, Inc.


Principal OccupationDirector
NomineeAgeand Other DirectorshipsSince
Townes G. Pressler83Executive Chairman and Chairman of the Board of the Company2011
Michelle A. Earley47Partner — Locke Lord LLP2015
Murray E. Brasseux70Retired — Former Bank Managing Director2015
Director and member of Audit & Conflicts Committee of
general partner of Enterprise Products Partners, L.P.
Richard C. Jenner57Co-Managing Partner — Endeavor Natural Gas, LP2016
W.R. Scofield66President and Chief Operating Officer — KSA Industries, Inc.2016



Thomas S. Smith

Mr. Smith was appointed as President and Chief Executive Officer of the Company in February 2015. He retired from KSA Industries, Inc. (“KSAI”), an affiliate of the Company, on March 20, 2015 where he had been President since November 2013. Previously, Mr. Smith was an Executive Vice President with KSAI for more than five years.  He holds a Bachelor’s degree in Finance from the University of Texas.
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E.C. Reinauer, Jr.

Mr. Reinauer was elected to the Company’s Board at the time of the Company’s initial public offering in 1973.  Mr. Reinauer previously held a Financial Industry Regulatory Authority (FINRA) Series 7 certification.  He possesses extensive knowledge of the Company’s history and has had direct management oversight in a variety of international projects throughout the world.  He previously served in the US Navy.  He holds a bachelor’s in Business Administration from Texas Tech University and a Master in Business Administration from the Wharton School of Finance.

Larry E. Bell

Mr. Bell has extensive industry and risk management experience.  His area of expertise includes commodity pricing risks, accounting and reporting internal controls as well as traditional property and casualty exposure management. Mr. Bell previously held a Financial Industry Regulatory Authority (FINRA) Series 7 certification.  Mr. Bell’s previous position was Risk Manager with Holly Frontier Corporation and he retired in 2012.  Mr. Bell holds a  Bachelor’s degree from the University of Oklahoma with majors in Finance and Accounting.

Townes G. Pressler

        Mr. Pressler was appointed our Executive Chairman and Chairman of the Board in September 2017. Mr. Pressler is President and founder of Tepee Petroleum, an independent oil and gas producer based in Houston, that he founded in 1978. He was also the founder and he is founderchairman of VSO Inc. (formerly Pressler Petroleum Consultants, Inc.), which provides engineering consulting services and appraisals.appraisals, which he founded in 1985, and divested his interest in October 2018.  Prior to 1985, Mr. Pressler was President of Philip Hill Energy, President of Republic Oil and Gas Corp., and Chief Petroleum Engineer for Barnhart Co. after his initial years with Exxon.  Mr. Pressler is a 1959 graduate of the University of Texas withand holds a Bachelor’sBachelor of Science Degree in Petroleum Engineering, and is a Registered Professional Engineer.

Mr. Pressler has been nominated to serve on the Board in light of his extensive business and management experience in the energy industry.

Michelle A. Earley

Ms. Earley is a Partner at the law firm of Locke Lord LLP.  MichelleLLP, having joined the law firm in 1998 and having served as a Partner since 2008. Ms. Earley has extensive experience in merger, acquisition, and disposition transactions, securities regulation matters and securities offerings, including representing purchasers and sellers of publicly-traded and privately-held companies, representing issuers and selling shareholders in connection with the public offering and private placement of debt and equity securities, tender offers, exchange offers and advising management and boards of directors on general corporate governance matters.  She has herholds an undergraduate degree from Texas A&M University and a Juris DoctorateDoctor from Yale Law School.

Ms. Earley has been nominated to serve on the Board in light of her extensive experience in merger and acquisition transactions, including representing publicly traded companies for many years.

Murray E. Brasseux

Mr. Brasseux has extensive banking experience including energy lending practices.  Mr. Brasseux was theHe retired from Compass Bank in December 2014 after 20 years of service, having most recently served as Managing Director of Oil & Gas Finance at BBVA Compass and retired in 2014.Finance. Mr. Brasseux also served as a consultant to Compass Bank from January 2015 to June 2015 and as a consultant to Loughlin Management Partners (a restructuring and advisory firm) from June 2015 to December 2017. Mr. Brasseux also serves on the board of directors and audit and conflicts committee of the general partner of Enterprise Products Partners, L.P. and on the board of the Rare Book School (an affiliate of the University of Virginia). He holds a Bachelor’sBachelor of Science in Finance and MSa Master of Science in Finance from Louisiana State University.

Mr. Brasseux has been nominated to serve on the Board in light of his extensive experience in the banking industry, including energy lending practices.

Richard C. Jenner

Mr. Jenner is the co-managing partner of Endeavor Natural Gas, LP (“Endeavor”), a position he has held since he founded the company in November 2001. Endeavor is a private equity backed explorationupstream energy company with operations throughout Texas and production company.  HeLouisiana.  Mr. Jenner has been active in the oil and gas industry for over 30 years, with specific expertise in the prospective areashaving worked for Santa Fe Minerals, Torch Energy Advisors and Tepee Petroleum Company. His experience throughout his career has touched on all aspects of Texasrunning an independent oil and Louisiana, the Company’s primary area of operation.gas producer, including: operations, engineering, accounting, and mergers and acquisitions. Mr. Jenner isholds a petroleum engineer with a Bachelor’sBachelor of Science degreein Petroleum Engineering from the Colorado School of Mines and a Master of Business Administration from the University of Chicago.


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Mr. Jenner has been nominated to serve on the Board in light of his extensive experience in the oil and gas industry and his broad management experience.

W. R. Scofield

Mr. Scofield is the President and Chief Operating Officer of KSA Industries, Inc. (“KSAI”), our affiliate, having served in this position since April 2015. Mr. Scofield served as Vice President of Corporate Development and Tax Planning at KSAI for more than five years prior to 2015. He has extensive experience with a diverse group of businesses, including oil and gas, agriculture, automotive, insurance and professional sports.  He also represents the Company’s largest shareholder group.  Mr. Scofield is a graduate of the University of Texas and holds a Bachelor’sBachelor of Business Administration and a Master of Professional Accounting, specializing in taxation.

Mr. Scofield has been nominated to serve on the Board in light of his extensive experience with the oil and gas industry.
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Director Independence

Independence

The Company’sOur Board of Directors is comprised of a majority of independent directors as defined under NYSE MKTAmerican listing standards. There are no family relationships among any of theour directors or executive officers of the Company.officers.  The Board has determined that the following Directors are independent: Messrs. Reinauer, Bell, Pressler, Brasseux and Jenner and Ms. Earley. The Board has determined that none of the designated independent directors have any relationship that, under NYSE MKTAmerican rules, would preclude their service on any of the standing committees of the Board.  In making its determination, the Board considered transactions and relationships between each director or his immediate family and the Companyus and itsour subsidiaries, including those reported under ‟Compensation“Compensation Committee Interlocks and Insider Participation” and ‟Transactions“Transactions with Related Persons” below.  The purpose of this review was to determine whether any such relationships or transactions were material and, therefore, inconsistent with a determination that the director is independent.  In addition, the Board requires each of its members and each of the director nominees to disclose in an annual questionnaire any relationship they or their family members may have had with the Company, itsus, our subsidiaries, itsour independent accountants, directors and officers within the past five years. The Board considers any such relationship in making its determination.  Messrs. SmithPressler and Scofield are considered inside directors because of their employment with the Company and KSAI, respectively.  Mr. Smith also beneficially owns 46.9% of the Company’s outstanding common stock.

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Meetings and Committees of the Board of Directors

In 2016,During 2018, the full Board and/or its committeesof Directors met fournine times and all director nominees attended all of the meetings of the Board and the committees on which they served for the period in which they held office.  It is the Company’sour policy that all persons nominated for election to the Board at the time of the annual meeting be present at such meeting.  All directors at the time of the 20162018 annual meeting attended the 20162018 annual meeting.  The Board has four standing committees – the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Investment Committee.

Summary of
Committee
Meetings in
CommitteesSummary ofCommitteeMeetings in
of the BoardResponsibilitiesMembers20162018
AuditRetains independent registered public accounting firm and pre-approves their services. Reviews and approves financial statements, internal controls and related party transactions.
Bell(1)
Reinauer
Pressler
Brasseux
Jenner
Scofield
SevenSix
Reinauer (2)
Brasseux (3)
Jenner
CompensationEvaluates the performance of the Chief Executive Officer or Executive Chairman and establishes the compensation of the Chief Executive Officer or Executive Chairman and other executive officers.
PresslerBrasseux (4)
Five
Reinauer (2)
Reinauer
Jenner
Four
Jenner (5)
Bell (6)
Nominating and Corporate Governance
Investment          
Identifies, considers and recommends to the Board nominees for directors. Periodically assesses corporate governance and makes recommendations to the BoardBoard.
Brasseux (4)
One
Bell (6)
Reinauer (2)
Earley (7)
Jenner
InvestmentEvaluates, reviews and monitors
investment, acquisition and divestiture
transactions.
transactions.Jenner (5)
Six
PresslerBell (2)(
Bell
Reinauer
Brasseux
Earley
Jenner (3)6
Bell
Brasseux
Earley
Pressler
Scofield)
Six
One
Brasseux
Earley
Scofield

(1) Mr. Bell iswas an independent director, served as Chairman of the Audit Committee and is the Company’swas our designated Audit Committee financial expert under Item 407(d) (5) of Regulation S-K.S-K until his passing on February 27, 2019. 
(2) Mr. PresslerReinauer retired from the Board effective May 8, 2018.
(3)  Mr. Brasseux is an independent director and was appointed interim Chairman of the Audit Committee upon Mr. Bell’s death, until a new member is appointed. He was designated the Audit Committee financial expert under Item 407(d) (5) of Regulation S-K.
(4)  Mr. Brasseux served as Chairman of the Compensation Committee and Chairman of the Nominating and Corporate Governance Committee.Committee until March 11, 2019.
(3)(5) Mr. Jenner is an independent director and serves as Chairman of the Investment Committee. Mr. Jenner was appointed Chairman of the Compensation Committee on March 11, 2019.

(6) Mr. Bell was a member of the committee until his death on February 27, 2019.
(7) Ms. Earley was appointed Chairman of the Nominating and Governance Committee on March 11, 2019.



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The responsibilities of the Audit Committee, Compensation Committee, and the Nominating and Corporate Governance Committee and the Investment Committee are described in each of the committees’ respective charters, which were adopted by the respective committees and the Board.  These committee charters are available on the Company’sour website at www.adamsresources.com, under Investor Relations – Corporate Profile – Corporate Governance.  Copies may also be obtained by writing to Investor Relations, Adams Resources & Energy, Inc., 17 South Briar Hollow Lane, Suite 100, Houston, Texas 77027.
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Nomination Policy


The Nominating and Corporate Governance Committee identifies and recommends to the Board nominees for directors to be considered at the annual meeting of shareholders or to serve as replacements in the event of a vacancy on the Board.  Each of the members of the Nominating and Corporate Governance Committee is independent, as defined in Section 803A of the listing standardscompany guide of the NYSE MKT.American LLC.  The Nominating and Corporate Governance Committee will also consider nominees submitted by shareholders to theour Secretary of the Company if submitted in accordance with the procedures set forth in the Company’sour Bylaws. You may obtain a copy of the Bylaws by writing to Adams Resources & Energy, Inc., 17 South Briar Hollow Lane, Suite 101, Houston Texas 77027, Attention:  Corporate Secretary, David Hurst. The Company’sOur Bylaws can also be found on the Company’sour website at www.adamsresources.com, under Investor Relations – Corporate Profile – Corporate Governance.

In identifying and evaluating candidates for nomination to the Board, the Nominating and Corporate Governance Committee considers several factors including: education, experience, knowledge, expertise, independence and availability to effectively carry out the duties of a Board member.  The qualifications and backgrounds of prospective candidates are reviewed in the context of the current composition of the Board to ensure the Board maintains the proper balance of knowledge and experience to effectively manage the Company’sour business for the long-term interests of theour shareholders.  The Nominating and Corporate Governance Committee initially identifies candidates for nomination through the Committee’s and management’s general industry contacts.  It has not been the practice of theThe Nominating and Corporate Governance Committee does not have a policy, nor has it been our practice, to consider for nomination any specific director candidates recommended by shareholders as no such request has ever occurred.  The Nominating and Corporate and Governance Committee will review its policy position if such a request is received.  Shareholders may communicate with the Board of Directors as described herein below.

The Nominating and Corporate Governance Committee views diversity expansively and considers, among other things, functional areas of business and financial expertise, educational and professional background, and those competencies that it deems appropriate to develop a cohesive board such as ethics, integrity, values, practical wisdom, mature judgment and the ability of the candidate to represent the interests of all shareholders and not those of a special interest group.  Specifically with respect to the experience and qualifications of each of the persons nominated to serve on the Board, of Directors, the Nominating and Corporate Governance Committee considered the followingforegoing information to conclude that each such nominee should serve as a director of the Company.our Board.

Messrs. Pressler, Reinauer, Bell, Brasseux, Jenner and Scofield and Ms. Earley have previously stood for election to the Board of Directors.  In connection with the Annual Meeting, the Nominating and Corporate Governance Committee has recommended the Directors listed in this proxy.
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Communications with the Board

Any shareholder mayor other interested party who wishes to communicate with the Board, a committee of the Board or any individual director may do so by sending written communication addressed to the Board of Directors ofcontacting David Hurst, Corporate Secretary, Adams Resources & Energy, Inc., a committee or such individual director or directors, 17 South Briar Hollow Lane, Suite 100, Houston, Texas 77027, Attention: Investor Relations Manager.  All communications77027.  Communications will be forwardedrelayed to the Board, a committee ofintended recipient on the Board or such individual director or directors in accordance with the request of the shareholder.


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Board’s Role in Risk Oversight

The Board’s role in the Company’sour risk oversight process includes receiving regular reports from members of our senior management on areas of material risk to the Company,us, including operational, financial, legal, regulatory, and strategic risks. 

Mr. Pressler serves as both the Executive Chairman and the Chairman of the Board of the Company. The Board has not designated a lead independent director, but believes its leadership structure is appropriate given the active role the independent directors play on the Board’s standing committees. While the Board is aware of the potential conflicts that may arise when an interested director serves as Chairman, it believes these potential conflicts are offset by the Company’s strong corporate governance practices.

The Audit Committee is responsible for oversight of risks relating to the Company’sour accounting matters, financial reporting and legal and regulatory compliance.  To satisfy these oversight responsibilities, the Audit Committee meets regularly with management, the Company’sour internal auditor and independent registered public accounting firm. 

The Compensation Committee is responsible for overseeing risks relating to employment policies and the Company’sour policies on structuring compensation programs.  To satisfy these oversight responsibilities, the Compensation Committee meets regularly with management to understand the implications of compensation decisions, particularly the risks the Company’sour compensation policies pose to the Company’sour finances, human resources and shareholders.



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EXECUTIVE OFFICERS

The following table provides information regarding theour executive officers of the Company as of March 27, 2017.  The22, 2019.  Our officers of the Company serve at the discretion of theour Board of Directors of the Company.Directors.

NameAgePosition
Thomas S. Smith65President and Chief Executive Officer
Townes G. Pressler83Executive Chairman and Chairman of the Board
Josh C. Anders
Sharon C. Davis
Geoffrey L. Griffith
James L. Brown
40
57
57
65
Tracy E. Ohmart51Executive Vice President, Chief Financial Officer and Treasurer
Sharon C. Davis59Executive Vice President, Chief Operating Officer and Chief Accounting Officer
Geoffrey L. Griffith59President, GulfMark Energy, Company
Inc.
Kevin J. Roycraft49President, Service Transport Company

Thomas S. Smith was appointed to the additional office of President
Townes G. Pressler currently serves as Executive Chairman and Chief Executive Officer of the Company in February 2015; he has served as Chairman of the Board and has served in that capacity since September 2017; he has served on our Board of Directors since November 2013.October 2011. Mr. Smith also beneficially owns 46.9 % of the Company’s outstanding common stock.Pressler serves as our principal executive officer.  

Josh C. Anders joined the Company        Tracy E. Ohmart currently serves as Executive Vice President, Chief Financial Officer and Treasurer and has served in 2016these capacities since June 2018. He was most recently with Horn Solutions, Inc. from 2017 to June 2018, and previously servedprior to that as Vice President Controller and Principal AccountingChief Financial Officer of United Bulk Terminals USA, Inc., a privately-held subsidiary of Marquard & Bahls AG, from 2012 to 2016.  Immediately prior to joining United Bulk Terminals USA, Inc., he was Assistant Controller for Southwestern Energy Company.Company from 2010 to 2012.  From 2005 to 2009, Mr. AndersOhmart was Assistant Controller of EPCO, Inc.  Prior to that, he held various accounting, finance, management and special projects positions with increasing responsibilities with TEPPCO Partners, L.P. from 2001 to 2005, and ARCO Pipe Line Company from 1989 to 2001.  Mr. Ohmart holds a Bachelor’sBachelor of Science in Finance from Louisiana State UniversityAccounting and a Master of Business Administration from Texas A&M University.the University of Kansas.  He serves as the Company’sour principal financial and accounting officer.  Mr. AndersOhmart is a Certified Public Accountant in the State of Texas.

Sharon C. Davis currently serves as Executive Vice President, Chief Operating Officer and Chief Accounting Officer and has served in these capacities since March 2015. She joined the Companycompany in 1992 and was previously employed by Arthur Andersen & Co.  Ms. Davis was appointed as Executive Vice President and Chief Operating Officer in March 2015.  Ms. Davis holds a Bachelor’sBachelor of Business Administration degree in Accounting from the University of Houston.  Ms. Davis is a Certified Public Accountant in the State of Texas.

Geoffrey L. Griffith joined the Company in 2004 currently serves as President of GulfMark Energy, Inc. and has served in that capacity since 2004.  Mr. Griffith’s roles and responsibilities have increased since joining the companyus in 2004.  Mr. Griffith holds a Bachelor’sBachelor of Arts in Business Administration from Colorado College.

James L. Brown joined the Company in 1986 as a terminal manager.  He has servedKevin J. Roycraft currently serves as President of Service Transport Company and has served in that capacity since 2013.November 2017. Mr. Brown attended LamarRoycraft was previously Executive Vice President at Dana Transport Inc. from January 2016 through November 2017. From November 2012 through October 2015, Mr. Roycraft was the President and Chief Executive Officer of Aveda Transportation and Energy Services. He holds a Bachelor of Science in Organizational Leadership and Supervision from Purdue University.
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7

SUMMARY COMPENSATION TABLE

The following table sets forth the total compensation of the Company’sour Executive Chairman, Chief Executive Officer, Chief Financial Officer and each of the Company’sour other most highly compensated executive officers during the fiscal years ended December 31, 2016, 20152018, 2017 and 2014,2016, whose total annual salary and bonus for fiscal 20162018 exceeded $100,000 (the ‟named“Named Executive Officers”).  We adopted a long-term compensation plan in 2018 and made grants to our executive officers”).  There were no pension plans, stock options, sharesofficers.
StockAll
Name andSalaryBonus
Awards (2)
Other (3)
Total
Principal PositionYear($)($)($)($)($)
Townes G. Pressler (1)
2018300,000 300,000 75,250 575 675,825 
Executive Chairman and201783,077 75,000 — 10 158,087 
Chairman of the Board
Tracy E. Ohmart (4)
2018150,000 101,000 64,500 350 315,850 
Executive Vice President,
Chief Financial Officer and
Treasurer
Josh C. Anders (5)
201894,615 — — 4,135 98,750 
formerly Executive Vice2017300,000 300,000 — 500 600,500 
President, Chief Financial20162,308 — — — 2,308 
Officer and Treasurer
Sharon C. Davis2018275,000 150,500 59,125 19,817 504,442 
Executive Vice President,2017275,000 206,250 — 19,437 500,687 
Chief Operating Officer and2016239,808 — — 20,421 260,229 
Chief Accounting Officer
Geoffrey L. Griffith2018300,000 610,000 64,500 29,554 1,004,054 
President,2017300,000 350,000 — 29,174 679,174 
GulfMark Energy, Inc.2016300,000 410,000 — 29,244 739,244 
Kevin J. Roycraft (6)
2018263,000 200,000 56,545 23,693 543,238 
President, Service201720,231 — — — 20,231 
Transport Company
_____________
(1) Mr. Pressler’s role as Executive Chairman began in September 2017; therefore, his compensation for 2017 covers September to December 2017 only.
(2) Amounts reflect the grant date fair value (computed in accordance with FASB ASC Topic 718) of restricted stock unit awards and performance share unit awards under the 2018 LTIP in 2018. For a discussion of the valuations of the restricted stock unit awards and the performance share unit awards, please see the discussion in Note 13 in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
(3) All Other compensation includes employer matching contributions to our 401(k) savings plan, a car allowance, reimbursement for club dues and life and disability insurance premiums.  The Named Executive Officers receive no other perquisites or other equity awards granted by thepersonal benefits.
(4)  Mr. Ohmart joined us as Executive Vice President, Chief Financial Officer and Treasurer in June 2018; therefore, his compensation covers June to December 2018 only.  
(5) Mr. Anders resigned his position as Executive Vice President, Chief Financial Officer and Treasurer in April 2018.
(6) Mr. Roycraft joined us as President of Service Transport Company during the periods presented.in November 2017; therefore, his compensation for 2017 covers November to December 2017 only.

Name and  Annual Compensation    
Principal PositionYear Salary  Bonus  
All Other(1)
  Total 
Thomas S. Smith(2)
2016 $400,000  $-  $14,565  $414,565 
President and Chief Executive Officer2015 $329,230  $-  $13,010  $342,241 
                  
Josh C. Anders(3)
2016 $2,308  $-  $-  $2,308 
Executive Vice Pesident,                 
Chief Financial Officer and                 
Treasurer                 
                  
Sharon C. Davis2016 $239,808  $-  $20,421  $260,229 
Executive Vice President,2015 $225,000  $50,000  $20,092  $295,092 
Chief Operating Officer and2014 $225,000  $90,000  $19,232  $334,232 
Chief Accounting Officer                 
                  
Geoffrey L. Griffith2016 $300,000  $410,000  $29,244  $739,244 
President,                 
GulfMark Energy Company                 
                  
James L. Brown2016 $180,000  $15,000  $16,936  $211,936 
President,                 
Service Transport Company                 
                  
Richard B. Abshire2016 $193,558  $-  $10,761  $204,319 
Former Executive Vice President,2015 $245,289  $50,000  $15,055  $310,344 
Chief Financial Officer and2014 $200,000  $-  $10,441  $210,441 
Treasurer                 
__________
(1)
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All Other compensation includes employer matching contributions to the Company’s 401(K) savings plan, a car allowance, reimbursement for club dues and life and disability insurance premiums.  The named executive officers receive no other perquisites or personal benefits.
(2)
Mr. Smith was appointed as President and Chief Executive Officer in February 2015 with an annual salary of $400,000.  His compensation for 2014 was solely as a director.
(3)
Mr. Anders joined the Company as Executive Vice President, Chief Financial Officer and Treasurer in December 2016.



COMPENSATION, DISCUSSION AND ANALYSIS

Background

The Company competesWe compete for talent in the Houston, Texas marketplace, which is heavily tied to the energy industry and related fields.  There is strong demand for executives in the energy industry (and in Houston in particular).  Within the public company community, Adams Resources & Energy, Inc. is consistently listed as one of the Houston areas’ top 100 companies as ranked by revenues.  As a measure of results, the Company’s ‟Performanceour “Performance Graph” prepared under the applicable rules of the U.S. Securities and Exchange Commission (“SEC”) appears in the Company’sour 2018 Annual Report on Form 10-K. The Performance Graph data indicates that the Company outperformed itsour Integrated Oil and Gas peer group in each of the last five years ended December 31, 2016.  The Company outperformedand the S&P 500 index in three of the last five years, but the S&P 500 has had higher returns than AE duringus in each of the last twopast five years.
8
Role of the Compensation Committee
Determine
The Compensation Committee, composed entirely of independent directors, reviews and approves our executive compensation program for all senior executive officers, including our Named Executive Officers, to ensure that our compensation program is adequate to attract, motivate, and retain well-qualified senior executives and that it is directly and materially related to the Formshort-term and Amountlong-term objectives of our Company and our shareholders.  The Compensation Committee annually reviews and evaluates our executive compensation program to ensure that the program is aligned with our compensation philosophy.  To carry out its role, among other things, the Compensation Committee:

•reviews the major compensation and benefit practices, policies, and programs with respect to our senior executives;
•reviews appropriate criteria for establishing performance targets for executive compensation;
•determines appropriate levels of executive compensation;
•administers and determines equity awards to be granted under our 2018 LTIP; and
•reviews and recommends to the Board any changes to director compensation.

The Compensation Committee is authorized to act on behalf of the Board on all issues pertaining to the compensation of our senior executive officers, including individual components of total compensation, goals and performance criteria for incentive compensation and the grant of equity awards.  However, it is the practice of the Compensation Committee to fully review its activities and recommendations with the full Board.

Compensation Philosophy and Objectives

The Company’sOur compensation philosophy, as implemented through the Compensation Committee, is to match executive compensation with the performance of the Company and the individual by using several compensation components for our executive officer group. The Compensation Committee has adopted the following objectives, and executive compensation levels are determined in consideration thereof:

·Establish and maintain a level of compensation that is competitive within the Company’s industry and region.
•Establish and maintain a level of compensation that is competitive within our industry and region.
·Provide an incentive mechanism for favorable results.
•Provide an incentive mechanism for favorable results.
·Maintain a compensation system that is consistent with the objectives of sound corporate governance.
•Maintain a compensation system that is consistent with the objectives of sound corporate governance.


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Design of Reward

As of December 31, 2016,Through mid-year 2018, it was theour policy of the Company to pay all forms of compensation in cash.  The Company is currently conductingIn May 2018, we adopted a review to develop a long termlong-term incentive plan that we believe appropriately aligns our officers of the Company and promotes retention of talent. The Company

Our management and the Compensation Committee review the results of the annual ‟Say“Say on Pay” vote by shareholders for feedback on itsour executive compensation amounts. Our Compensation Committee, which is responsible for designing and administering our executive compensation program, has designed our executive compensation program to provide a competitive and internally equitable compensation and benefits package that, among other objectives, reflects Company performance, job complexity and value of the position, while ensuring long-term retention, motivation and alignment with the long-term interests of our shareholders.

Elements of Compensation

Currently, the Company’s executive compensation program comprisesWe utilize the following elements:

·Base salary
·Discretionary bonus
·Benefits

The Company utilizes these threefour elements of executive compensation to retain itsour executive officer group.  group:

•Base salary
•Discretionary bonus
•Awards under our long-term incentive plan
•Benefits

Base Salary

The Compensation Committee considers adjustments to base salary for our executive officer group on an annual basis and may do so more frequently upon a change in circumstances. The annual base salary of our Executive Chairman is decided solely by the Compensation Committee in executive session without management present. The annual base salaries of the other members of our executive officer group are determined by the Compensation Committee with input or recommendations from our Executive Chairman. None of the members of our executive officer group have employment agreements.

The Compensation Committee did not adjust the 2017 base salaries of the Named Executive Officers during 2018.

Discretionary Bonus

Discretionary bonuses are also used as an incentive for favorable results.  The discretionary bonus may also serve as a supplement to base salary levels, while allowing the Board flexibility when results are not consistent with expectations.  Discretionary bonuses are anticipated to increase or decrease with the prevailing trend for consolidated net earnings, cash flow and execution of our growth strategy.


13

Grants of Plan Based Awards

During 2018, we adopted the Adams Resources & Energy, Inc. 2018 Long-Term Incentive Plan (“2018 LTIP”). We granted restricted stock unit awards and performance share unit awards to each executive officer. The following table presents information concerning each grant of an equity-based award in 2018 to a Named Executive Officer:
Grant
Date Fair
Value of
Equity-
Based
Award Type/GrantThresholdTargetMaximumAwards
Named Executive OfficerDate(#)(#)(#)
($) (1)
Restricted stock unit awards: (2)
Townes G. Pressler6/29/2018— 875 — 37,625 
Tracy E. Ohmart6/29/2018— 750 — 32,250 
Sharon C. Davis6/29/2018— 688 — 29,584 
Geoffrey L. Griffith6/29/2018— 750 — 32,250 
Kevin J. Roycraft6/29/2018— 658 — 28,294 
Performance share unit awards: (3)
Townes G. Pressler6/29/2018438 875 1,750 37,625 
Tracy E. Ohmart6/29/2018375 750 1,500 32,250 
Sharon C. Davis6/29/2018344 687 1,374 29,541 
Geoffrey L. Griffith6/29/2018375 750 1,500 32,250 
Kevin J. Roycraft6/29/2018329 657 1,314 28,251 
_______________
(1) The grant date fair value presented for the restricted stock unit awards and the performance share unit awards is based on the closing price of our common shares on June 29, 2018 of $43.00 per share. For information on the assumptions used in the valuation of these awards, see Note 13 in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
(2) These awards vest approximately 33 percent annually over a three year period, with the first vesting date of May 8, 2019, and subsequently each of the next two years thereafter. The awards accrue dividends, if declared by us on our common shares, and will be paid to the recipient upon vesting of the awards.
(3) These awards vest on May 8, 2021. The awards accrue dividends, if declared by us on our common shares, and will be paid to the recipient upon vesting of the awards.

Restricted Stock Unit Awards

The Companyrestricted stock unit awards were granted under the 2018 LTIP. A restricted stock unit award is a grant of a right to receive our common shares in the future at no cost to the recipient apart from fulfilling service and other conditions once a defined vesting period expires, subject to customary forfeiture provisions. Restricted stock unit awards generally vest at a rate of approximately 33 percent per year beginning approximately one year after the grant date and are non-vested until the required service periods are satisfied by the recipient. For 2018, restricted stock unit awards were made in the number of shares equal to the approved award dollar value divided by the closing price of our common stock on the NYSE American on the date of grant, rounded up to the nearest whole share. Each award of restricted stock units to our Named Executive Officers were granted on June 29, 2018 and will vest on May 8, 2019 upon fulfillment of service and other conditions.  
14

If dividends are paid with respect to our common shares during the vesting period, an equivalent amount of dividends will accrue and be held by us without interest until the restricted stock unit awards vest, at which time the amount will be paid to the recipient.

Performance Share Unit Awards

The performance share unit awards were granted under the 2018 LTIP. These awards are contingent upon the attainment of future performance goals during a performance cycle. The performance goals were pre-established by the Compensation Committee. Following the end of the performance period, the holder of a performance-based compensation award is entitled to receive payment of an amount not exceeding the number of shares of common stock subject to, or the maximum value of, the performance-based compensation award, based on the achievement of the performance measures for the performance period. The performance share unit awards generally vest in full approximately three years after grant date, and are non-vested until the requisite service period is satisfied by the recipient.

The performance share unit awards were granted to our Named Executive Officers on June 29, 2018 and will vest on May 8, 2021. The performance period for these awards is the period between January 1, 2018 and December 31, 2018. The performance share units will be earned based upon our performance during the performance period. Seventy-five percent of the award will be earned based upon our attainment of adjusted pre-tax cash flow, as defined in the award agreement, and twenty-five percent of the award will be earned based on our attainment of adjusted pre-tax earnings, as defined in the award agreement.

If dividends are paid with respect to our common shares during the vesting period, an equivalent amount of dividends will accrue and be held by us without interest until the restricted stock unit awards vest, at which time the amount will be paid to the recipient.

Benefits

We also providesprovide employee benefits, primarily consisting of a 401(k) Planplan (discussed below) and an employer sponsored medical plan.  The benefits provided to the executive officer group are no different than those offered to non-executive employees.  Currently, the Company does not provide stock options or other common stock incentives.  At the current time, the Company doeswe do not offer a defined benefit pension plan nor does itdo we offer deferred compensation.

Perquisites

The Company providesWe provide the following:following perquisites:

·Life and Disability Insurance Premiums
•Life and Disability Insurance Premiums
·Automobile Allowance
•Automobile Allowance
·Club Dues Reimbursement
•Club Dues Reimbursement

Club dues reimbursements and automobile allowances are paid to the executive officers consistent with the payment of such amounts to non-executive employees.  The requirement to pay such amounts is negotiated with the executive at the time of their initial employment.  Life and disability insurance premiums are paid on behalf of the executives consistent with the payment of such insurance premiums for non-executive employees.  Perquisite amounts are not considered annual salary for bonus purposes.
9

15

401(k) Plan

The Company offersWe offer a 401(k) plan to itsour employees and itsour executive officers.  As referenced in footnote (1) to the Summary Compensation Table, the Company makeswe make a matching contribution to the plan.  In 2016, the Company2018, we matched 100%100 percent of employee contributions up to 3%3 percent of compensation and matched 50%50 percent of employee contributions from 3%3 percent to 5%5 percent of compensation, subject to the Internal Revenue ServiceCode (“Code”) annual limits.  This policylevel of matching contributions conforms to the Internal Revenue Service allowedCode’s safe harbor rules for matching contributions.401(k) plans.


Compensation and Risk

In order to establish and maintain profitability, the Company becomeswe become exposed to risk.  The most significant areas of risk involve commodity price risk, customer credit risk, and safety and security concerns and oil and gas exploration investment risk.concerns.  Compensation policies for all employees are designed to promote the provision of management safeguards against risk and not incentivize excessive risk-taking.  Compensation policies toward this aim include the following:

·generally short-term contractual obligations with actual results fixed and determinable prior to the payment of employee bonuses;
•generally short-term contractual obligations with actual results fixed and determinable prior to the payment of employee bonuses; and
·a segregated internal reporting structure that puts the employees charged with managing and reporting risk on a separate reporting track from those employees committing the Company to contractual obligations, thereby providing independent monitoring of risk mitigation practices and procedures.
•a segregated internal reporting structure that puts the employees charged with managing and reporting risk on a separate reporting track from those employees committing us to contractual obligations, thereby providing independent monitoring of risk mitigation practices and procedures.

On a scheduled basis over the course of the year and through his death, Mr. Bell, representing the Compensation and Audit Committees, conductsconducted interviews with key non-executive operating and accounting personnel to monitor compliance with the Company’sour designed internal control structure and overall corporate strategies.  Management has concluded that compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

Compensation Process

-- Mr. Smith, President and Chief Executive Officer

Mr. SmithPressler, Executive Chairman

        Mr. Pressler was appointed PresidentExecutive Chairman and Chief Executive OfficerChairman of the CompanyBoard in February 2015. Since Mr. Smith is a 46.9% beneficial owner of the Company’s common stock, it was not practical to engage in the traditional formal employment negotiation process in order to determine his executive compensation.September 2017. By mutual agreement between Mr. SmithPressler and the Compensation Committee, of the Board, Mr. Smith’sPressler’s 2018 annual base salary was set at $400,000,$300,000, an amount less than his predecessor’s base salary but more thanaligned with the compensation of the current Chief Operating Officer’s base salary.executive officers. The Compensation Committee determined the 2018 bonus amount for Mr. Smith requested thatPressler based on the Compensation Committee’s discretion consistent with historic trends.

Role of the External Compensation Advisor

In the fall of 2017, the Compensation Committee not consider him for a bonus in 2015 or 2016.engaged Meridian Compensation Partners, LLC to assist the Company with the design of the 2018 LTIP.

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10

Pay Ratio Disclosure Rule

In August 2015, pursuant to a mandate of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd – Frank“Dodd-Frank Act”), the Securities and Exchange Commission (“SEC”)SEC adopted a rule requiring annual disclosure of the ratio of the median employee’s annual total compensation to the total annual compensation of the principal executive officer (‟(“PEO”).  The Company’sOur PEO is Mr. Smith.Pressler.  The purpose of the new requiredthis disclosure is to provide a measure of the equitability of pay within the organization.  The Company believes itsWe believe our compensation philosophy and process yield an equitable result and our ratio is presenting such information in advance of the required disclosure date as follows:

Median Employee total annual compensation $70,057 
Mr. Smith (‟PEO”) total annual compensation $400,000 
Ratio of PEO to Median Employee Compensation                5.7:1.0 

Median Employee total annual compensation$69,066 
Mr. Pressler’s total annual compensation$600,000 
Ratio of PEO to Median Employee Compensation8.7:1.0

For purposes of this calculation, we aggregated Mr. Pressler’s annual salary of $300,000 and 2018 bonus amount of $300,000 to arrive at the total PEO annual compensation.

In determining the median employee, a listing was prepared of all employees as of December 31, 2016.2018.  Employees on leave of absence were excluded from the list and wages and salaries were annualized for those employees that were not employed for the full year of 2016.2018.  The median amount was selected from the annualized list.  For simplicity, the value of the Company’sour 401(k) plan and medical benefits provided was excluded as all employees including the PEO are offered the exact same benefits, and the Company utilizeswe utilize the Internal Revenue ServiceCode safe harbor provision for 401(k) discrimination testing.  As of December 31, 2016 the Company2018, we employed 654703 persons of which 434492 are professional truck drivers.
11
Compensation Practices—Tax Considerations

In establishing total compensation for our executive officer group, the Compensation Committee considers the accounting treatment and tax treatment of its compensation decisions, including Section 162(m) of the Code, which limits the deductibility of compensation paid to each covered employee.  Generally, Section 162(m) of the Code prevents a company from receiving a corporate income tax deduction for annual compensation paid to the chief executive officer and the three other most highly compensated officers of a public corporation in excess of $1 million. Although the Compensation Committee takes the requirements of Section 162(m) into account in designing executive compensation, the Compensation Committee believes that the potential deductibility of the compensation payable under the Company’s incentive compensation plans and arrangements should be only one of a number of relevant factors taken into consideration in establishing those plans and arrangements for our executive officers and not the sole governing factor.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee was an officer or employee of the Companyus or any of itsour subsidiaries, or was formerly an officer of the Companyus or any of itsour subsidiaries or had any relationship requiring disclosure by the Companyus during the year ended December 31, 2016.  No2018.  None of our executive officer of the Company hasofficers have served as a member of the Compensation Committee (or other board committee performing equivalent functions) of another entity that had an executive officer serving as a member of the Company’sour Board of Directors or the Compensation Committee.


17

Securities Authorized for Issuance under Equity Compensation Plans

        The following table sets forth information as of March 22, 2019, with respect to compensation plans under which our Common Stock may be issued:
Number of
securities
remaining
available for
Number ofequity
securities toWeighted-compensation
be issuedaverageplans (excluding
upon exerciseexercise pricesecurities
of warrantsof outstandingreflected in
Plan Categoryand rightsrightscolumn (a))
(a)(b)(c)
Equity compensation plans approved by security holders150,000 — 120,403 
Equity compensation plans not approved
by security holders		— — — 
Total150,000 — 120,403 

18

COMPENSATION COMMITTEE REPORT

March 27, 201722, 2019
To the Board of Directors:

The following report of the Compensation Committee of the Board of Directors shall not be deemed to be ‟soliciting“soliciting material” or to be ‟filed”“filed” with the Securities and Exchange Commission (‟(“SEC”) or subject to the SEC’s proxy rules, except for the required disclosure in this Proxy Statement, or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended (the ‟Exchange“Exchange Act”), except to the extent that the Companywe specifically incorporatesincorporate by reference into any filing made by the Companywe make under the Securities Act of 1933, as amended (the ‟Securities“Securities Act”) or the Exchange Act.

The Compensation Committee of the Board of Directors currently consists of Messrs. Pressler, ReinauerBrasseux and Jenner.  Mr. Bell served as a member of the Compensation Committee until his passing on February 27, 2019. Mr. Brasseux was Chairman of the Compensation Committee through March 11, 2019, at which time, Mr. Jenner was appointed Chairman. The duties and responsibilities of the Compensation Committee are set forth in a written charter adopted by the Board of Directors and such charter is available on the Company’sour website at www.adamsresources.com, under Investor Relations – Corporate Profile – Corporate Governance.  Each of the members of the Compensation Committee is independent, as defined in Section 803A of the listing standards of the NYSE MKT Exchange.American LLC Company Guide.

We have reviewed and discussed with management the above Compensation Discussion and Analysis (‟(“CD&A”) and based on our review and discussions with management, we recommended to the Board of Directors that the CD&A be included in this Proxy Statement and the Company’sour Annual Report on Form 10-K for the year ended December 31, 2016.2018.

Townes G. Pressler, Chairman
E. C. Reinauer, Jr.
Richard C. Jenner, Chairman
Murray E. Brasseux




19
12

ITEM 2 -– APPROVAL OF ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION


Under the provisions of Section 951 of the Dodd-Frank Act, theour shareholders of the Company are entitled to vote at the Annual Meeting to approve the compensation of the Company’s named executive officers,our Named Executive Officers, as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K.  Pursuant to the Dodd-Frank Act, the shareholder vote on executive compensation is an advisory vote only, and it is not binding on the Companyus or theour Board of Directors.

Although the vote is non-binding, the Compensation Committee and the Board of Directors value the opinions of theour shareholders and will consider the outcome of the vote when making future compensation decisions.  As described more fully in the ‟Compensation“Compensation Discussion and Analysis” section of this Proxy Statement, the Company’sour executive compensation program is designed to provide aggregate compensation opportunities for its named executive officersour Named Executive Officers that are both competitive in the business marketplace and are based upon Companycompany and individual performance.   Currently, the Company’s policy is to pay all forms of compensation in cash. The Company is currently conducting a review to develop a long term incentive plan that appropriately aligns officers of the Company and promotes retention of talent.

The advisory vote regarding the compensation of the named executive officersNamed Executive Officers described in this Item 2 shall be approved if the votes cast in favor of the proposal exceed the votes cast against the proposal.  Abstentions and broker non-votes will not be counted as either votes cast for or against Item 2.

If no voting specification is made on a properly returned or voted proxy card, the persons named as proxy holdersProxy Holders in the enclosed proxy have indicated they will vote “‟FOR”FOR” the approval of the compensation of the named executive officersNamed Executive Officers as disclosed in this Proxy Statement and described in this Item 2.

The Board of Directors unanimously recommends a vote ‟FOR”“FOR” the approval of the compensation of the named executive officersNamed Executive Officers as disclosed in this Proxy Statement pursuant to item 402 of regulation S-K.


ITEM 3 - FREQUENCY OF SHAREHOLDER ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION

Under the Dodd-Frank Act, the shareholders of the Company are entitled to vote at the Annual Meeting regarding whether the shareholder vote to approve the compensation of the named executive officers as required by Section 14A(a)(2) of the Exchange Act (and as described in Item 3 of this Proxy Statement) should occur every one, two or three years.  Under proposed regulations issued by the SEC (the “Proposed Regulations”), shareholders shall also have the option to abstain from voting on the matter.  Pursuant to the Dodd-Frank Act, the shareholder vote on the frequency of the shareholder vote to approve executive compensation is an advisory vote only, and it is not binding on the Company or the Board of Directors.

Although the vote is non-binding, the Compensation Committee and the Board of Directors value the opinions of the shareholders and will consider the outcome of the vote when determining the frequency of the shareholder vote on executive compensation.

The Board of Directors has determined that an advisory shareholder vote on executive compensation that occurs every year is the simplest, best approach for the Company and its shareholders and is consistent with the Company’s practice of paying all forms of compensation in cash, determined on an annual basis.


The Board of Directors recommends a vote FOR ONE YEAR on the proposal 3 regarding the frequency of the shareholder vote to approve the compensation of the named executive officers as required by Section 14A(a)(2) of the Exchange Act.  Note:  Shareholders are not voting to approve or disapprove the Board of Directors’ recommendation regarding proposal 2.
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13


DIRECTOR COMPENSATION

Directors who are our employees of the Company do not receive fees or any other compensation for their services as directors. Directors who are not employees received cash compensation as presented in the table below. Director fees are based on a flat amount and are paid on a quarterly basis.  Directors are also reimbursed for direct out-of-pocket expenses in connection with travel associated with meeting attendance. There were noEach director also received a grant under the 2018 LTIP of 375 restricted stock units on June 29, 2018, which vest on May 8, 2019.  

Director Compensation
Cash fees
Stock Awards (1)
Total
E. C. Reinauer, Jr. (2)
$30,000 $— $30,000 
Larry E. Bell (3)
81,000 16,125 97,125 
Murray E. Brasseux76,000 16,125 92,125 
Michelle A. Earley66,000 16,125 82,125 
Richard C. Jenner76,000 16,125 92,125 
W.R. Scofield66,000 16,125 82,125 
_______________
(1) Represents the grant date fair value of grants of 375 restricted stock unit awards optionto each of our directors on June 29, 2018. The grant date fair value of restricted stock unit awards non-equity incentive plans, pension plans or other non-qualified deferred compensation or other formsis based on the grant date market price of compensation during 2016.our common shares of $43.00 per share (computed in accordance with FASB ASC Topic 718). For a discussion of the valuation of restricted stock unit awards, please see the discussion in Note 13 in the Notes to Consolidated Financial Statements of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018. As of December 31, 2018, each director held 375 restricted stock unit awards that will vest on May 8, 2019.

  2016 Director Compensation 
  Cash fees  Total 
E. C. Reinauer, Jr. $60,000  $60,000 
Larry E. Bell $70,000  $70,000 
Townes G. Pressler $70,000  $70,000 
Murray E. Brasseux $60,000  $60,000 
Michelle A. Earley $60,000  $60,000 
Richard C. Jenner $45,000  $45,000 
W. R. Scofield $45,000  $45,000 

(2) Mr. Reinauer retired from the Board effective at the end of his term in May 2018.

(3) Mr. Bell passed away on February 27, 2019. His restricted stock unit awards vested upon his death.  


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PRINCIPAL ACCOUNTANT FEES AND SERVICES

KPMG LLP served as our independent registered public accounting firm in 2017 and 2018 providing audit and financing services since their appointment in June 2017. Deloitte & Touche LLP performed(“Deloitte”) served in that capacity from 2002 until their dismissal in June 2017. Our Audit Committee unanimously approved and authorized the change, directed the process of review of candidate firms to replace Deloitte and made the final decision to engage KPMG LLP. No dispute or disagreement existed on any issue between us and Deloitte.

Fees for professional services provided by our independent registered public accounting firm in each of the last two years in each of the following categories were as follows:

20182017
KPMGKPMGDeloitte
Audit Fees (1)
$864,000 $805,000 $283,700 
Audit-related Fees (2)
10,000 — — 
Tax Fees (3)
50,000 — — 
All Other Fees— — — 
Total$924,000 $805,000 $283,700 
_______________
(1) Audit fees consist of fees billed for professional services rendered in connection with the audit of the Company’s consolidatedour annual financial statements, review of our quarterly financial statements, and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings or engagements for those fiscal years.
(2) Audit-related fees represent amounts billed for assurance and related services that are reasonably related to the performance of the annual audit or quarterly reviews. This category primarily includes fees for services normally provided in connection with regulatory filings or engagements including comfort letters and other services related to SEC matters. For the year ended December 31, 2018, the category includes fees for the filing of a registration statement on Form S-8. There were no amounts for the year ended December 31, 2016.  2017.
(3)  Tax fees represent amounts billed for professional services rendered in connection with tax advisory services related to the bankruptcy of our upstream crude oil and natural gas exploration and production subsidiary.

The scope and all fees associated with audit and other services performed by Deloitte & ToucheKPMG LLP are pre-approved by the Audit Committee on an annual basis.  The aggregate fees billed for 2016 and 2015 are set forth below:

  2016  2015 
Audit Fees:      
Audit of Consolidated Financial Statements $825,000  $930,000 
Tax Fees  -   - 
All Other Fees  -   - 
Total $825,000  $930,000 

The Audit Committee, established in accordance with Section 3(a)(58)(A) of the Exchange Act, has the responsibility to assist theour Board of Directors in fulfilling its fiduciary responsibilities as to accounting policies and reporting our practices and those of the Company and itsour subsidiaries and the sufficiency of the audits of all Companyof our activities.  This committeeThe Audit Committee is the Board'sBoard’s agent in ensuring the integrity of our financial reports and those of the Company and itsour subsidiaries, and the adequacy of disclosures to shareholders.  The Audit Committee is the focal point for communication between other directors, the independent auditors and management as their duties relate to financial accounting, reporting and controls. The Audit Committee is also responsible for reviewing theour financial transactions of the Company involving any related parties.


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Audit Committee Pre-Approval Policies

The Audit Committee has established a policy intended to clearly define the scope of services performed by the Company’sour independent registered public accountants.  This policy relates to audit services, audit-related services, tax and all other services that may be provided by the Company’sour independent registered public accountants and is intended to ensure that such services do not impair the auditor’s independence.  The policy requires the pre-approval by the Audit Committee of all services to be provided by the Company’sour independent registered public accountants.  Under the policy, the Audit Committee will annually review and pre-approve the services that may be provided by the independent registered public accountants.  The Audit Committee may delegate pre-approval authority to one or more of its members.  The member or members to whom such authority is delegated is required to report to the Audit Committee at its next meeting any services that such member or members has approved.  The policy also provides that the Audit Committee will pre-approve the fee levels for all services to be provided by the independent registered public accountants.



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REPORT OF THE AUDIT COMMITTEE

March 27, 201722, 2019
To the Board of Directors:

The Audit Committee of the Board of Directors currently consists of Messrs. Brasseux and Jenner. Mr. Bell Reinauer, Pressler,served as Chairman of the Audit Committee until his passing on February 27, 2019. Mr. Brasseux Jenner and Scofield.was appointed Chairman of the Audit Committee upon Mr. Bell’s death. The duties and responsibilities of the Audit Committee are set forth in a written charter adopted by the Board of Directors, a copy of which is available on the Company’sour website at www.adamsresources.com under Investor Relations – Corporate Profile - Corporate Governance.  Each member of the Audit Committee is independent, as defined in Section 803A of the listing standards of the NYSE MKT Exchange,American LLC Company Guide, and the Board has determined that Mr. BellBrasseux is an ‟audit“audit committee financial expert” as defined by the SEC. Mr. Bell had previously been designated an “audit committee financial expert” as defined by the SEC.

We have reviewed and discussed with management the Company’sour audited consolidated financial statements as of and for the year ended December 31, 2016.2018.

The Audit Committee received from and discussed with Deloitte & ToucheKPMG LLP the written disclosure and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding Deloitte & ToucheKPMG LLP’s communications with the audit committee concerning independence and has discussed with Deloitte & ToucheKPMG LLP, the auditorsauditors’ independence.  These items relate to that firm’s independence from the Company.us.  In addition, the Audit Committee has also discussed with Deloitte & ToucheKPMG LLP the matters required to be discussed by applicable accounting standards.  The Audit Committee monitored auditor independence, reviewed audit and non-audit services performed by Deloitte & ToucheKPMG LLP and discussed with the auditors their independence.   All of the services provided by the Company’sour principal accounting firm described in this proxy statement were approved in accordance with this policy, and the Audit Committee has determined that the independent registered public accountants’ independence has not been compromised as a result of providing these services and receiving the fees for such services as noted above.

Based on the reviews and discussions referred to above, we recommend to the Board of Directors that the financial statements referred to above be included in the Company’sour Annual Report on Form 10-K for the year ended December 31, 2016.2018.
                                                                                                              Larry E. Bell, Chairman
                                                                                                              E. C. Reinauer, Jr.
                                                                                                              Townes G. Pressler
Murray E. Brasseux, Chairman
Richard C. Jenner
                                                                                                              W.R. Scofield

TheThe information contained in the report above shall not be deemed to be ‟soliciting“soliciting material” or to be ‟filed”“filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, as amended, except to the extent that the Companywe specifically incorporatesincorporate it by reference in such filing.
 

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Review, Approval, or Ratification of Transactions with Related Persons

The Board of Directors has adopted a written policy for approval of transactions between the Company and its related parties, defined in the policy as its directors, director nominees, executive officers, greater than 5 percent beneficial owners, each of their respective immediate family members, and any firm, corporation or other entity in which of any of the foregoing persons is employed as an officer, general partner or principal or in a similar position or in which such person has a 10 percent or greater beneficial ownership interest.  Pursuant to the policy, all transactions involving the company and a related party shall be subject to pre-approval or ratification by the Audit Committee after consideration of the material facts of the transaction.  In determining whether to approve or ratify a related party transaction, the Audit Committee will take into account, among other factors it deems appropriate, whether the related party transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related person’s interest in the transaction.

TRANSACTIONS WITH RELATED PERSONS

The late Mr. K. S. Adams, Jr., former Chairman of the Board and certain of his family partnerships and affiliates have participated as working interest owners with the Company’s subsidiary, Adams Resources Exploration Corporation (‟AREC”).  Mr. Adams and the affiliates participated on terms similar to those afforded other non-affiliated working interest owners.  While the affiliates have generally maintained their existing property interest, they have not participated in any such transactions originating after the death of Mr. Adams in October 2013.  As of December 31, 2016, the Company owed less than $65,000 in related party transactions between the Company and affiliates.

The Company also entersWe enter into certain transactions in the normal course of business with other affiliated entities, including direct cost reimbursement for shared phone and administrative services.  For the year ended December 31, 2016 the2018, affiliated entities charged the Company less than $60,000us approximately $69,000 on a net basis.  The CompanyWe also leases itslease our corporate office space in a building operated by an affiliate of KSA Industries, Inc., an affiliated entity.  The lease rental rate was determined by an independent appraisal.  Rental expense paid to the related party for 20162018 totaled $0.6$0.5 million.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the number of shares of our Common Stock of the Company held of record on March 27, 2017,22, 2019, (i) by the named executive officers,Named Executive Officers, directors and nominees for director, (ii) by beneficial owners of more than five percent of the Common Stock, and (iii) by all officers and directors as a group.  Unless otherwise stated below, the address of each beneficial owner listed on the table is c/o Adams Resources & Energy, Inc., 17 South Briar Hollow Lane, Suite 100, Houston, Texas 77027.  Unless otherwise indicated, each person named below has sole voting and investment power over all shares of Common Stock indicated as beneficially owned.
 
 
Name and address
 
 
Shares of Common Stock
  
 
 
Percent
 
of Beneficial Owner Beneficially Owned  of Class 
Thomas S. Smith  1,981,029
(1) 
  46.9%
E. C. Reinauer, Jr.  8,161   * 
Townes G. Pressler  1,000   * 
Larry E. Bell  1,000   * 
Michelle A. Earley  -   * 
Murray E. Brasseux  -   * 
Richard C. Jenner  -   * 
W.R. Scofield  -   * 
Sharon C. Davis  500   * 
Josh C. Anders  -   * 
Geoffrey L. Griffith  10,500   * 
James L. Brown  -   * 
         
KSA Industries, Inc.  1,644,275
(2) 
  38.9%
17 South Briar Hollow Lane        
Houston, Texas 77027        
         
Barclay Cunningham Adams  1,675,599
(2) 
  39.7%
17 South Briar Hollow Lane        
Houston, Texas 77027        
         
Kenneth Stanley Adams IV  2,007,653
(2) 
  47.6%
17 South Briar Hollow Lane        
Houston, Texas 77027        
         
Susan Cunningham Lewis  1,651,330
(2) 
  39.1%
17 South Briar Hollow Lane        
Houston, Texas 77027        
         
Susan Adams Smith  1,981,029
(2) 
  46.9%
17 South Briar Hollow Lane        
Houston, Texas 77027        
         
Amy Adams Strunk  1,976,928
(2) 
  46.8%
17 South Briar Hollow Lane        
Houston, Texas 77027        
         
Dimensional Fund Advisors LP        
6300 Bee Cave Road        
Austin TX 78746  342,857
(3) 
  8.1%
         
Renaissance Technologies LLC and        
Renaissance Technologies Holdings Corporation        
800 Third Avenue        
New York, New York 10022  283,100
(4) 
  6.7%
         
Officers and Directors  2,002,190   47.5%
as a group (12 persons)        
Shares of
Common Stock
BeneficiallyPercent
Name and Address of Beneficial OwnerOwnedof Class
Townes G. Pressler2,000 *
Michelle A. Earley— *
Murray E. Brasseux— *
Richard C. Jenner500 *
W.R. Scofield— *
Sharon C. Davis500 *
Tracy E. Ohmart400 *
Geoffrey L. Griffith12,183 *
Kevin J. Roycraft— *
KSA Industries, Inc.1,644,275 
(1)
39.0%  
Barclay Cunningham Adams1,731,041 
(1)
41.0%  
Kenneth Stanley Adams, IV1,730,442 
(1)
41.0%  
Susan Cunningham Lewis1,651,330 
(1)
41.7%  
Susan Adams Smith1,759,260 
(1)
41.7%  
Amy Adams Strunk1,755,159 
(1)
41.6%  
Dimensional Fund Advisors LP354,682 
(2)
8.4%  
6300 Bee Cave Road
Austin, Texas 78746
Renaissance Technologies LLC and297,400 
(3)
7.0%  
Renaissance Technologies Holdings Corporation
800 Third Avenue
New York, New York 10022
Officer and Directors15,583 0.4%  
as a group (9 persons)
___________________________
*Less than 1%
* Less than 1 percent.
(1)
Includes 300 shares held directly, 3,801 shares held indirectly through Mr. Smith’s spouse, 1,644,275 shares owned by KSA Industries, Inc. and 332,653 shares owned by the Estates of K. S. Adams, Jr. and Nancy N. Adams with the spouse of Mr. Smith serving as a co-executor and co-trustee.

(2)
Based in part on information contained in Schedule 13D filings with the SEC on November 12, 2013.  Mr. Barclay Adams, Mr. Kenneth Stanley Adams IV, Ms. Susan Cunningham Lewis, Ms. Susan Adams Smith and Ms. Amy Adams Strunk, collectively comprise all of the shareholders of KSA Industries, Inc.  In addition to their indirect holding through KSA Industries, Inc., Mr. Barclay Adams holds 31,324 shares directly, Mr. Kenneth Stanley Adams IV holds 30,725(1) Based in part on information contained in Schedule 13D/A filings with the SEC on November 1, 2017.  Mr. Barclay Adams, Mr. Kenneth Stanley Adams, IV, Ms. Susan Cunningham Lewis, Ms. Susan Adams Smith and Ms. Amy Adams Strunk, collectively comprise all of the shareholders of KSA Industries, Inc.  In addition to their indirect holding through KSA Industries, Inc., Mr. Barclay Adams holds 86,766 shares directly, Mr. Kenneth Stanley Adams, IV holds 86,167 shares directly, Ms. Lewis holds 7,055 shares directly, and Ms. Smith holds 3,801 shares directly. Ms. Smith also holds 300 shares indirectly through her spouse, Thomas S. Smith, Chairman.  Effective February 2014, Mr. Kenneth Stanley Adams IV, Ms. Susan Adams Smith and Ms. Amy Adams Strunk became co-executors and co-trustees of the estates of Kenneth S. Adams, Jr and Nancy N. Adams.  In addition to their above described beneficial holdings, the co-executors maintain beneficial ownership of 332,653 shares held by the estates and previously held directly by Kenneth S. Adams, Jr. or Nancy N. Adams.

(3)
Based solely on information contained in a Schedule 13G filed with the SEC on February 9, 2017 by Dimensional Fund Advisors LP.  Dimensional Fund Advisor LP, an investment adviser registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager to certain other commingled group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the ‟Funds”).  In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Funds.  In its role as investment advisor, sub-adviser and/or manager, Dimensional Fund Advisors LP or its subsidiaries (collectively, ‟Dimensional”) possess voting and/or investment power over these securities that are owned by the Funds, and may be deemed to be the beneficial owner of such securities held by the Funds.  However, all securities reported herein are owned by the Funds.  Dimensional disclaims beneficial ownership of such securities.

(4)
Based solely on information contained in a Schedule 13G filed with the SEC on February 14, 2017.

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directly, Ms. Strunk holds 110,884 shares directly, and Ms. Smith holds 114,685 shares directly. Ms. Smith also holds 300 shares indirectly through her spouse, Thomas S. Smith. 
(2) Based solely on information contained in a Schedule 13G/A filed with the SEC on February 8, 2019 by Dimensional Fund Advisors LP.  Dimensional Fund Advisors LP, an investment adviser registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the “Funds”).  In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Funds.  In its role as investment advisor, sub-adviser and/or manager, Dimensional Fund Advisors LP or its subsidiaries (collectively, “Dimensional”) may possess voting and/or investment power over these securities that are owned by the Funds, and may be deemed to be the beneficial owner of such securities held by the Funds.  However, all securities reported herein are owned by the Funds.  Dimensional disclaims beneficial ownership of such securities.
(3) Based solely on information contained in a Schedule 13G/A filed with the SEC on February 13, 2019.


Section 16(a) Beneficial Ownership Reporting Compliance

Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to the Companyus during itsour most recent fiscal year and Forms 5 and amendments thereto furnished to the Companyus with respect to itsour most recent fiscal year, and written representations from reporting persons that no Form 5 was required, the Company believeswe believe that all required Form 3, 4 and 5 reports for transactions occurring in 20162018 were timely filed.


CODE OF ETHICS

The Company hasWe have adopted a code of ethics (the ‟Code“Code of Ethics”) that applies to all officers, directors and employees, including the Company’sour principal executive officer, principal financial and accounting officer, and persons performing similar functions (the ‟Principal“Principal Officers”).  A copy of the Code of Ethics is posted on the Company’sour website at www.adamsresources.com under Investor Relations – Corporate Profile – Corporate Governance, and the Company intendswe intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of itsour Code of Ethics with respect to itsour Principal Officers by posting such information on this Internet website.



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ADDITIONAL INFORMATION

Appointment of Auditors

The present intention of the Audit Committee of the Board of Directors is to appoint Deloitte & ToucheKPMG LLP, independent registered public accountants, to audit theour financial statements of the Company for the year ending December 31, 2017.  Deloitte & Touche2019.  KPMG LLP was first appointed as the Company’sour auditors in 2002.2017.  A representative of Deloitte & ToucheKPMG LLP will be present at the Annual Meeting of Shareholders and will be given an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Shareholder Proposals

Under the rules of the SEC, in order to be considered for inclusion in next year’s proxy statement, all shareholder proposals must be submitted in writing by November 30, 20172019 to Adams Resources & Energy, Inc., c/o Investor Relations, Manager, 17 South Briar Hollow Lane, Suite 100, Houston, Texas 77027.  The notice should contain the text of any proposal, the name and address of the shareholder as it appears in theour books, of the Company, the number of our common shares of the Company that are beneficially owned by the shareholder, and any material interest of the shareholder in such business.  If a shareholder submits a proposal for consideration at the 20182020 Annual Meeting after November 27, 2017, the Company’s26, 2019, our proxy for the 20182020 Annual Meeting may confer discretionary authority to vote on such matter without any discussion of such matter in the proxy statement for the 20182020 Annual Meeting.

Other Matters

The Company knowsWe know of no matters to be presented for consideration at the Annual Meeting other than those described above.  If other matters are properly presented to the meeting for action, it is intended that the persons named in the accompanying proxy, and acting pursuant to authority granted thereunder, will vote in accordance with their best unanimous judgment on such matters.


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Number of Proxy Statements and Annual Reports

Only one copy of this Proxy Statement and the Annual Report accompanying this Proxy Statement will be mailed to shareholders who have the same address unless the Company receiveswe receive a request that the shareholders with the same address are to receive separate Proxy Statements and Annual Reports. These additional copies will be supplied at no additional cost to the requesting shareholder.  Shareholders who share an address and receive only one copy, or shareholders who share an address and receive two copies, may notify the Companyus that they wish to receive separate Annual Reports or Proxy Statements, or wish to receive only one Annual Report and Proxy Statement, as applicable, may notify the Companyus of such request by calling (713) 881-3600 or sending a written request to 17 South Briar Hollow Lane, Suite 100, Houston, Texas 77027.

REGARDLESS OF THE NUMBER OF SHARES YOU OWN, IT IS IMPORTANT THAT THEY BE REPRESENTED AT THE MEETING, AND YOU ARE RESPECTFULLY REQUESTED TO SIGN, DATE AND RETURN THE PROXY CARD IN THE ENVELOPE PROVIDED AS SOON AS POSSIBLE.



By Order of the Board of Directors
/s/ David B. Hurst
David B. Hurst
Secretary
Houston, Texas
March 27, 201722, 2019


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