SEPARATION BENEFIT PLAN

On December 20, 1996, effective as of January 1, 1997, our board adopted the Separation Benefit Plan of Unit Corporation and Participating Subsidiaries. This plan is generally applicable to all of our full-time salaried employees and to the salaried employees of our subsidiaries, who have been with their employer for at least one year. Subject to the terms of the plan, any eligible employee whose employment is terminated may receive a separation benefit in an amount calculated by dividing the eligible employee’s highest annual base salary in effect during the five-year period before the employee’s separation by 52 to determine a weekly separation benefit amount. The number of weekly separation benefit payments then payable to an eligible employee is calculated based on the employee’s years of service under a schedule in the plan. Employees who voluntarily leave their employment are not entitled to receive a separation benefit unless they have completed at least 20 years of service. Any eligible employee who has completed 20 years of service or more is vested in his or her separation benefit, subject to fulfilling the other requirements of the plan. Separation benefit payments are limited to a maximum of 104 weekly payments. The plan also provides that, unless otherwise provided by our board before a change in control of the company, as defined in the plan, all eligible employees vest in their separation benefit as of the date of the change in control based on their years of service. As a condition to receiving the separation benefits, employees must sign a separation agreement waiving certain claims the employee may have against the company or its subsidiaries.

This table identifies the amounts due to each of our NEOs if those amounts were determined as of December 31, ~~2016.~~2017.



Estimated Benefit Amounts as of December 31, ~~2016~~2017
Name	Amount Due Under Plan($) *
Larry D. Pinkston	1,723,000
David T. Merrill	553,108
Mark E. Schell	~~904,600~~
~~David T. Merrill~~	~~452,300~~927,200
John H. Cromling	~~661,054~~695,846
~~Bradford J. Guidry~~Frank Q. Young	~~904,600~~315,385
G. Les Austin	-


*	Assumes for this disclosure only that the amount shown has either vested under the plan or that a change in control of the company (as defined in the plan) has occurred.

CHANGE-IN-CONTROL ARRANGEMENTS

Second Amended and Restated Unit Corporation Stock and Incentive Compensation Plan. Unless the successor company assumes or replaces them (and there is no termination of employment within twelve months of a change of control), the restricted shares of stock and the stock appreciation rights awarded under the Second Amended and Restated Unit Corporation Stock and Incentive Compensation Plan vest immediately if a change in control of the company occurs. Under that plan, a change in control is generally defined as:


(1)	Any individual, entity or group acquiring beneficial ownership of 20% or more of either the outstanding shares of the company’s common stock or the combined voting power of the outstanding voting securities of the company entitled to vote generally for the election of directors;


(2)	Individuals who constitute the board on the date thereof ceasing to constitute a majority of the board (provided that an individual whose election or nomination as a director is approved by a vote of at least a majority of the directors as of the date thereof will be deemed a member of the incumbent board);


(3)	Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all the assets of the company or acquiring assets of another entity, unless following the business combination:

all or substantially all the beneficial owners of the company’s then outstanding common stock before the business combination own over 70% of the outstanding common stock of the company resulting from the business combination;

no person, entity or group owns 25% or more of the outstanding voting securities of the company resulting from the business combination; and

at least a majority of the board of the company resulting from the business combination were members of the company’s board before the business combination; or


(4)	Approval by our stockholders of a complete liquidation or dissolution of the company.

Key Employee Contracts. We have entered into key employee change-in-control contracts with Messrs. Pinkston, Schell, and Merrill. These contracts have an initial three-year term automatically extended for one year on each anniversary, unless a notice not to extend is given by us. If a change in control of the company (as defined below) occurs during the term of the contract, then the contract becomes operative for a fixed three-year period. The contracts generally provide that the executive’s

terms and conditions of employment (including position, work location, compensation and benefits) will not be adversely changed during the three-year period after a change in control. If the executive’s employment is terminated by the company (other than for cause, death, or disability), the executive terminates for good reason during the three-year period, or the executive terminates employment during the 30-day period following the first anniversary of the change in control, and on certain terminations before a change in control or in connection with or in anticipation of a change in control, the executive is generally entitled to receive the following from the company in a lump sum:

earned but unpaid compensation;

up to three times the executive’s base salary plus annual bonus (based on historic annual bonus); and

the company matching contributions that would have been made had the executive continued to participate in the company’s 401(k) plan for up to an additional three years.

In addition, the contract provides for a continuation of various medical, dental, disability and life insurance plans for a period of up to three years, outplacement services and the payment of all legal fees and expenses incurred by the executive in enforcing any right or benefit provided by the contract. The contract provides that the executive will receive a payment in an amount sufficient to make the executive whole for any excise tax on excess parachute payments imposed under the Internal Revenue Code. As a condition to receipt of these severance benefits, the executive must remain in the employ of the company and render services commensurate with his position. The executive must also agree to retain in confidence any and all confidential information known to him about the company and its business if the information is not otherwise publicly disclosed. As of this proxy statement, no amounts have been paid under these contracts.

For these contracts, a change in control is generally defined as:


(1)	Any individual, entity or group acquiring beneficial ownership of 15% or more of either the outstanding shares of the company’s common stock or the combined voting power of the outstanding voting securities of the company entitled to vote generally for the election of directors;


(2)	Individuals who constitute the board on the date thereof cease to constitute a majority of the board, provided that an individual whose election or nomination as a director is approved by a vote of at least a majority of the directors as of the date thereof will be deemed a member of the incumbent board;


(3)	Approval by our stockholders of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the company or acquiring assets of another entity, unless following the business combination:

all or substantially all of the beneficial owners of our outstanding common stock before the business combination own over 60% of the outstanding common stock of the corporation resulting from the business combination;

no person, entity or group owns 15% or more of the outstanding voting securities of the corporation resulting from the business combination; and

at least a majority of the board of the company resulting from the business combination were members of the company’s board prior to the business combination; or


(4)	Approval by our stockholders of a complete liquidation or dissolution of the company.

PAYMENTS ON TERMINATION OR CHANGE-IN-CONTROL TABLE

This table sets forth quantitative information regarding potential payments to be made to our NEOs or their beneficiaries on termination under various circumstances, assuming termination on December 31, ~~2016.~~2017. The potential payments are based on the plans maintained by us and the negotiated contractual terms of certain agreements we have made with some of the NEOs. For a more detailed description, see the discussion of each plan and agreement above. These disclosed amounts are estimates only and do not necessarily reflect the actual amounts that would be paid to the executive. Actual amounts would only be known when they would become due under the plan(s) or agreement. The amounts in the table below are additional to each of the NEO’s deferred compensation noted in the ~~“Non-qualified~~“Non-Qualified Deferred Compensation Table” on page ~~33.~~38.



TYPE OF TRIGGERING EVENT
Named Executive Officer	Death or Disability $	Voluntary Termination or Retirement $	Change in Control Without Termination $	Termination by Company for Cause $	Termination by Company Without Cause Unrelated to Change in Control $	Termination by Company or by Executive for Good Reason After Change in Control $	Termination by Executive Without Good Reason After Change in Control $
Larry D. Pinkston
Key Employee Contract Payments:
Salary under contract formula ⁽¹⁾	-	-	-	-	-	2,341,500	-
Bonus under contract formula ⁽¹⁾	-	-	-	-	-	2,552,100	-
Previously-earned but unpaid bonus amounts	-	-	-	-	-	-	-
Tax Gross-up	-	-	-	-	-	-	-
36 months 401(k) company match	-	-	-	-	-	55,809	-
Health Insurance ⁽²⁾	-	-	-	-	-	31,271	-
Disability Insurance ⁽²⁾	-	-	-	-	-	1,845	-
Outplacement Services	-	-	-	-	-	30,000	-
Stock Awards ⁽³⁾	5,233,228	-	5,233,228	-	-	5,233,228	5,233,228
Option and SARs Awards	-	-	-	-	-	-	-
Separation Benefit Plan Payment	1,723,000	1,723,000	-	-	1,723,000	1,723,000	1,723,000
	6,956,228	1,723,000	5,233,228	-	1,723,000	11,968,753	6,956,228

															TYPE OF TRIGGERING EVENT
Named Executive Officer	Death or Disability $	Voluntary Termination or Retirement $	Change in Control Without Termination $	Termination by Company for Cause $	Termination by Company Without Cause Unrelated to Change in Control $	Termination by Company or by Executive for Good Reason After Change in Control $	Termination by Executive Without Good Reason After Change in Control $	Death or Disability $	Voluntary Termination or Retirement $	Change in Control Without Termination $	Termination by Company for Cause $	Termination by Company Without Cause Unrelated to Change in Control $	Termination by Company or by Executive for Good Reason After Change in Control $	Termination by Executive Without Good Reason After Change in Control $
Larry D. Pinkston
David T. Merrill
Key Employee Contract Payments:
Salary under contract formula ⁽¹⁾	-	-				2,284,500	-	-	-				1,540,800	-
Bonus under contract formula ⁽¹⁾	-	-				2,552,100	-	-	-				975,000	-
Previously-earned but unpaid bonus amounts	-	-					-	-	-					-
Tax Gross-up	-	-					-	-	-					-
36 months 401(k) company match	-	-				55,809	-	-	-				55,809	-
Health Insurance ⁽²⁾	-	-				27,415	-	-	-				35,430	-
Disability Insurance ⁽²⁾	-	-				1,845	-	-	-				1,845	-
Outplacement Services	-	-				30,000	-	-	-				30,000	-
Stock Awards ⁽³⁾	5,767,620	-	5,767,620	-		5,767,620	5,767,620	2,259,730	-	2,259,730	-		2,259,730	2,259,730
Option and SARs Awards	-	-					-	-	-					-
Separation Benefit Plan Payment	1,723,000	1,723,000	-		1,723,000		1,723,000	553,108	-			553,108		553,108
	7,490,620	1,723,000	5,767,620	-	1,723,000	12,442,289	7,490,620	2,812,838	-	2,259,730	-	553,108	5,451,722	2,812,838
Mark E. Schell
Key Employee Contract Payments:
Salary under contract formula ⁽¹⁾	-	-				1,356,900	-	-	-				1,390,800	-
Bonus under contract formula ⁽¹⁾	-	-				975,000	-	-	-				975,000	-
Previously-earned but unpaid bonus amounts	-	-					-	-	-					-
Tax Gross-up	-	-					-	-	-					-
36 months 401(k) company match	-	-				55,809	-	-	-				55,809	-
Health Insurance ⁽²⁾	-	-				43,955	-	-	-				50,221	-
Disability Insurance ⁽²⁾	-	-				1,845	-	-	-				1,845	-
Outplacement Services	-	-				30,000	-	-	-				30,000	-
Stock Awards ⁽³⁾	2,491,871	-	2,491,871	-		2,491,871	2,491,871	2,259,730	-	2,259,730	-		2,259,730	2,259,730
Option and SARs Awards	-	-					-	-	-					-
Separation Benefit Plan Payment	904,600	904,600	-		904,600		904,600	927,200	927,200	-		927,200		927,200
	3,396,471	904,600	2,491,871	-	904,600	5,859,980	3,396,471	3,186,930	927,200	2,259,730	-	927,200	5,690,605	3,186,930
John H. Cromling
Stock Awards ⁽³⁾								2,259,730	-	2,259,730	-		2,259,730	2,259,730
Option and SARs Awards								-	-					-
Separation Benefit Plan Payment								695,846	695,846	-		695,846		695,846
								2,955,576	695,846	2,259,730	-	695,846	2,955,576	2,955,576

TYPE OF TRIGGERING EVENT
Named Executive
Officer
Death or
Disability
$
Voluntary
Termination
or
Retirement
$
Change in
Control
Without
Termination
$
Termination
by Company
for Cause
$
Termination
by Company
Without Cause
Unrelated to
Change in
Control
$
Termination
by Company
or by
Executive
for Good
Reason After
Change in
Control
$
Termination
by Executive
Without Good
Reason After
Change in
Control
$
David T. Merrill
Key Employee Contract Payments:
Salary under contract formula ⁽¹⁾
- - - - - 1,356,900 -
Bonus under contract formula ⁽¹⁾
- - - - - 975,000 -
Previously-earned but unpaid bonus amounts - - - - - - -
Tax Gross-up - - - - - - -
36 months 401(k) company match - - - - - 55,809 -
Health Insurance ⁽²⁾
- - - - - 31,092 -
Disability
Insurance ⁽²⁾
- - - - - 1,845 -
Outplacement Services - - - - - 30,000 -
Stock Awards ⁽³⁾
2,491,871 - 2,491,871 - - 2,491,871 2,491,871
Option and SARs Awards - - - - - - -
Separation Benefit Plan Payment 452,300 - - - 452,300 452,300 452,300
2,944,171 - 2,491,871 - 452,300 5,394,817 2,944,171
John H. Cromling
Stock Awards ⁽³⁾
2,491,871 - 2,491,871 - - 2,491,871 2,491,871
Option and SARs Awards - - - - - - -
Separation Benefit Plan Payment 661,054 661,054 - - 661,054 661,054 661,054
3,152,925 661,054 2,491,871 - 661,054 3,152,925 3,152,925
Bradford J. Guidry
Stock Awards ⁽³⁾
1,357,633 - 1,357,633 - - 1,357,633 1,357,633
Option and SARs Awards - - - - - - -
Separation Benefit Plan Payment 904,600 904,600 - - 904,600 904,600 904,600
2,262,233 904,600 1,357,633 - 904,600 2,262,233 2,262,233



TYPE OF TRIGGERING EVENT
Named Executive Officer	Death or Disability $	Voluntary Termination or Retirement $	Change in Control Without Termination $	Termination by Company for Cause $	Termination by Company Without Cause Unrelated to Change in Control $	Termination by Company or by Executive for Good Reason After Change in Control $	Termination by Executive Without Good Reason After Change in Control $
Frank Q. Young
Stock Awards ⁽³⁾	1,019,326	-	1,019,326	-	-	1,019,326	1,019,326
Option and SARs Awards	-	-	-	-	-	-	-
Separation Benefit Plan Payment	315,385	-	-	-	315,385	315,385	315,385
	1,334,711	-	1,019,326	-	315,385	1,334,711	1,334,711
G. Les Austin
Stock Awards ⁽³⁾	220,000	-	220,000	-	-	220,000	220,000
Separation Benefit Plan Payment	-	-	-	-	-	-	-
	220,000	-	220,000	-	-	220,000	220,000

Notes to table:


(1)	It is assumed for purposes of these calculations that all year-to-date accrued salary, bonus and vacation pay is current as of December 31, ~~2016.~~2017. This calculation represents the product of 3three and the sum of:


(i)	the executive officer’s annual base salary, as defined, and


(ii)	the highest annual bonus (as determined under the agreement).


(2)	The amount for health and disability coverage was determined by assuming that the rate of cost increases for coverage equals the discount rate applicable to reduce the amount to present value as of December 31, ~~2016.~~2017.

(3)

The value of restricted stock assumes a fair market value for our common stock of ~~$26.87,~~$22.00, the closing price of our common stock on the NYSE on December ~~30, 2016,~~29, 2017, the last trading day of the year. All performance-based restricted stock has been assumed to vest at target. Target pays at 100% of the face value of the performance based component of the awards, which for TSR awards is for performance at the 60th percentile and for CFTA awards is for performance at the 50th percentile.

RELATED PERSON TRANSACTIONS

OUR RELATED PERSON TRANSACTION POLICY

Our board has adopted a policy and procedures for the review, approval, or ratification of related person transactions (as defined below) which is set forth in our Policy and Procedures with Respect to Related Person Transactions (the “Policy”).

Under the Policy, a “related person transaction” is a transaction, arrangement, or relationship (or any series of similar transactions, arrangements, or relationships) in which the company (including any of its subsidiaries) was, is or will be a participant and in which any Related Person (as defined below) had, has or will have a direct or indirect material interest, other than (1) transactions in which the amount involved does not exceed $120,000, (2) transactions available to employees generally, or (3) transactions involving compensation approved by the board’s compensation committee.

Under the Policy, a “related person” means (1) any person who is, or since the beginning of the company’s last fiscal year was, a director or executive officer of the company or a nominee to become a director of the company, (2) any person who is known to be the beneficial owner of over 5% of our voting securities, (3) any immediate family member of any of the above persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the director, executive officer, nominee or over 5% beneficial owner, and any person (other than a tenant or employee) sharing the household of such director, executive officer, nominee or over 5% beneficial owner, and (4) any firm, corporation or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position or in which such person has a 5% or greater ownership or economic interest.

Our audit committee is responsible for reviewing and approving (or prohibiting) any transaction determined by our general counsel to constitute a related person transaction. The audit committee will consider the relevant facts and circumstances available to it, including (if applicable) but not limited to (1) the benefits to the company, (2) the impact on a director’s independence if the related person is a director, an immediate family member of a director or an entity in which a director is a partner, stockholder or executive officer, (3) the availability of other sources for comparable products or services, (4) the terms of the transaction, and (5) the terms available to unrelated third parties or to employees generally. No member of the audit committee will participate in any review, consideration or approval of any related person transaction regarding which such member or any of his or her immediate family members is the related person. The audit committee will approve only those

related person transactions in, or are not inconsistent with, the best interests of the company and its stockholders, as the audit committee determines in good faith.

CERTAIN TRANSACTIONS BETWEEN THE COMPANY AND ITS OFFICERS, DIRECTORS, NOMINEES FOR DIRECTOR AND THEIR ASSOCIATES

John Nikkel, who served as Chairman of our board until retiring on December 31, 2016, owns approximately 25.0% of West Thomas Field Services, LLC (“West Thomas”), and his son Mr. Robert Nikkel owns approximately 20.0% of that company. West Thomas operates a gas gathering system it purchased in 2015 from our midstream segment for $0.5 million. In November 2015, West Thomas entered into a gas purchase agreement with our exploration and production segment. During 2016, payments from West Thomas to the company for 2016 volumes purchased under that agreement amounted to $0.4 million. The transaction was ratified and approved by the audit committee. Additionally, on March 10, 2016, Mr. Nikkel purchased in the open market $400,000 in aggregate principal amount of our outstanding 6.625% senior subordinated notes due 2021. The notes pay interest semi-annually in cash in arrears on May 15 and November 15 of each year. For 2016, interest payments for May and November were approximately $4,800 and $13,250, respectively.

Director G. Bailey Peyton IV serves as Manager and 99.5% owner of Peyton Royalties, LP, a family-controlled limited partnership that owns royalty rights in oil and gas wells in several states. The company, through its oil and natural gas segment, and in the ordinary course of business, paid royalties, revenues, or lease bonuses to this entity during 2016, primarily due to its status as successor in interest under prior transactions and as operator of the wells involved and, sometimes, as lessee, of certain wells in which Mr. Peyton, members of his family, and Peyton Royalties, LP, have an interest. Total royalty, revenues, and lease bonus payments to those entities during ~~2016~~2017 were approximately ~~$550,525, $6,279~~$707,399, $8,539 of which was paid to Mr. Peyton personally, and the remainder of which was paid to Mr. Peyton’s family-controlled business. The transactions have been ratified and approved by the audit ~~committee.~~

committee and the board.

REPORT OF THE AUDIT COMMITTEE

The SEC rules require that we include in our proxy statement a report from the board’s audit committee. This report concerns that committee’s activities regarding oversight of our financial reporting and auditing process.

The audit committee assists the board in fulfilling its responsibility for oversight of the quality and integrity of our accounting, auditing and financial reporting practices. Our management has the primary responsibility for the financial statements and the reporting process including the systems of internal controls.

In fulfilling its oversight responsibilities, the committee reviewed the audited financial statements in our annual report on Form 10-K for ~~2016~~2017 with our management including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.

The committee reviewed with our independent registered public accounting firm, who is responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, its judgments as to the quality, not just the acceptability, of the company’s accounting principles and such other matters as required to be discussed with the committee under generally-accepted auditing standards, including matters required to be discussed by Auditing Standard No. 1301, “Communications with Audit Committees” issued by the Public Company Accounting Oversight Board (PCAOB). The committee has discussed with the independent registered public accounting firm the auditors’ independence from management, including the implications of the SEC regulations regarding non-audit services by the independent registered public accounting firm and determined that the non-audit services were not inconsistent with the independent registered public accounting firm’s status as an independent registered public accounting firm. In addition, the committee received the written disclosures and letter from the independent registered public accounting firm required by PCAOB Rule 3526.

The committee also reviewed the report of management in our annual report on Form 10-K for the year ~~2016~~2017 filed with the SEC, and PricewaterhouseCoopers LLP’s Report of Independent Registered Public Accounting Firm (included in our annual report on Form 10-K). This report related to its audit of (i) the consolidated financial statements, and (ii) the effectiveness of internal control over financial reporting.

Based on review and discussions with management and the independent registered public accounting firm, the committee recommended to the board that the company’s audited financial statements be included in its annual report on Form 10-K for the year ended December 31, ~~2016~~2017 for filing with the SEC. The committee also discussed the interim financial information in each quarterly earnings announcement and Form 10-Q with our chief financial officer and independent registered public accounting firm before public release.

The board and the audit committee believe that the audit committee’s member composition satisfies the rule of the NYSE that governs audit committee composition, including the requirement that audit committee members all be “independent directors” as that term is defined by NYSE rules. Each member of the committee is financially literate, knowledgeable, and qualified to review financial statements. For additional information on the qualifications and business experience of our audit committee members, see the entries for the individual committee members in the biographical information section that begins on page ~~41.~~46. The board has determined that Steven B. Hildebrand, Gary R. Christopher, Larry C. Payne, and Carla S. Mashinski qualify as “audit committee financial experts” under the rules of the SEC. During the year ~~2016,~~2017, the committee met ~~nine~~ten times. See “Audit Committee” that begins on page 109 and our audit committee charter posted on our website at http://www.unitcorp.com/investor/governance.html for additional information about the role of our audit committee.

Members of the Audit Committee:

Steven B. Hildebrand – Chair

William B. Morgan

Gary R. Christopher

Larry C. Payne

Carla S. Mashinski

J. Michael Adcock ~~(retired from~~(joined the committee ~~effective February 21,~~October 17, 2017)

PRINCIPAL ACCOUNTANT FEES AND SERVICES

At its ~~December 2016~~February 2018 meeting, the audit committee appointed PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, ~~2017.~~2018.

FEES INCURRED FOR PRICEWATERHOUSECOOPERS LLP

This table shows the fees for professional audit services provided by PricewaterhouseCoopers LLP for the audit of the company’s annual financial statements for the years ended December 31, ~~2016~~2017 and ~~2015,~~2016, and fees billed for other services during those years.


Type of Service	2016 ($)	2015 ($)	2017 ($)	2016 ($)
Audit Fees ⁽¹⁾	792,500	771,000	784,000	792,500
Audit-Related Fees ⁽²⁾	78,500	89,500	195,000	78,500
Tax Fees ⁽³⁾	7,900	11,390	7,500	7,900
All Other Fees(4)	-	-	94,500	-
Total	878,900	871,890	1,081,000	878,900

Notes to table:


(1)	Audit fees represent fees for professional services for the audit of our financial statements and review of our quarterly financial statements and audit services provided for the issuance of consents and assistance with review of documents filed with the SEC.

(2)

Audit-related fees consisted primarily of services provided for ~~pre-implementation review~~implementation of the company’s new enterprise resource planning system (“ERP”). For ~~2016~~2017 and ~~2015,~~2016, fees of ~~$50,000~~$110,000 and ~~$35,000,~~$50,000, respectively, were incurred for ERP ~~pre-implementation~~implementation review. During 2017, we also incurred $80,000 in fees for reviews of transactions and revenue recognition.


(3)	For ~~fiscal 2016 and 2015, tax fees principally included~~ tax compliance fees.


(4)	For fees ~~of $7,900 and $9,300, respectively. For 2015, $2,090 in fees were incurred for tax advice.~~related to providing comfort letters.

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT AUDITOR

Consistent with SEC policies regarding auditor independence, the audit committee has responsibility for appointing, setting compensation, and overseeing the work of the independent registered public accounting firm. In recognition of this responsibility, the audit committee has established a policy to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm.

Before incurring the following, management will submit to the audit committee for approval a list of services and related fees expected to be rendered by our independent registered public accounting firm during that year within these four categories of services:


(1)	Audit services include audit work performed on the financial statements, internal control over financial reporting, and work that generally only the independent registered public accounting firm can reasonably be expected to provide, including comfort letters, statutory audits, and discussions surrounding the proper application of financial accounting and reporting standards.


(2)	Audit-related services are for assurance and related services traditionally performed by the independent registered public accounting firm, including due diligence related to mergers and acquisitions, employee benefit plan audits, and special procedures required to meet certain regulatory requirements.

(3)

Tax services include all services, except those services specifically related to the audit of the financial statements performed by the independent registered public accounting firm’s tax personnel, including tax analysis; assisting with coordination of execution of tax related activities, primarily in corporate development; supporting other tax related regulatory requirements; and tax compliance and reporting.


(4)	Other Fees are those associated with services not captured in the other categories. We rarely request these services from the independent registered public accounting firm.

The audit committee pre-approves the independent registered public accounting firm’s services within each category. The fees are budgeted and the audit committee requires the independent registered public accounting firm and management to report actual fees versus the budget periodically throughout the year. Circumstances may arise when it may become necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval categories. In those instances (subject to certain de minimus exceptions), the audit committee requires specific pre-approval before engaging the independent registered public accounting firm.

The audit committee may (and has at various times in the past) delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the audit committee at its next scheduled meeting.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

These directors (none of whom was or had been an officer or employee of the company or any of its subsidiaries) served on the compensation committee during the full course of fiscal year ~~2016: J. Michael Adcock,~~2017: Carla S. Mashinski, William B. Morgan, Steven B. Hildebrand, and Gary R. Christopher. ~~Ms. Mashinski replaced Mr.~~J. Michael Adcock (never an officer or employee of the company or any of its subsidiaries) was added as a member ~~and chair~~ of the committee effective ~~December 31, 2016.~~October 17, 2017. There were no related party transactions between Ms. Mashinski or Messrs. Adcock, Morgan, Hildebrand or Christopher or their affiliated companies and the company or its subsidiaries during ~~2016.~~2017. There were no committee interlocks with other companies within the meaning of the SEC’s rules during ~~2016.~~2017.

ITEMS TO BE VOTED ON


ITEM 1:	ELECTION OF DIRECTORS

Item 1 is the election of ~~four~~two directors to the board. Our Amended and Restated Certificate of Incorporation provides that the number of directors on our board may not be less than three nor over ten. Our board currently is composed of nine members. It is divided into three classes each serving for a three-year term. Classes I and II consist of three directors, although there is a vacancy in Class I, and Class III consists of four directors. At each annual meeting, the term of one class expires. The term of service for those named directors serving in Class ~~III~~I expires at this meeting. With respect to the vacancy in Class I, our bylaws provide that any board vacancies may be filled by the affirmative vote of a majority of the remaining directors. The nominating and governance committee and the board have not yet identified anyone to fill the vacancy. Accordingly, the accompanying proxy solicits your vote for only two directors. We know of no reason any nominee may not serve as a director. If any nominee cannot serve, your proxy may vote for another nominee proposed by the board, or the board may reduce the number of directors to be elected. Each director named on the ballot for election has agreed to serve if elected, and to be named in this proxy statement.

If any director resigns, dies, or cannot serve out his or her term, or the board increases the number of directors, the board may fill the vacancy or elect the new director.

The board of directors unanimously recommends that you vote FOR each of:

Robert J. ~~Michael Adcock~~Sullivan Jr.

~~Steven B. Hildebrand~~

~~Larry C. Payne~~

~~G. Bailey Peyton IV~~Gary R. Christopher



Nominees for Director
Terms Expiring at 2018 Annual Meeting (Class I)	Robert J. Sullivan Jr. Age 72 Director since 2005 Committees: Nominating & Governance	Mr. Sullivan is, and since 1975 has been, a Principal with Sullivan and Company LLC, a family-owned independent oil and natural gas exploration and production company founded in 1958, and he has served as a manager of that company since approximately 1995. He is also the Founder (1989) of Lumen Energy Corporation, serving as its Chairman and CEO from inception to the time of its sale in 2004. Mr. Sullivan was appointed to Oklahoma Governor Frank Keating’s Cabinet as Secretary of Energy in March 2002. He received a BBA from the University of Notre Dame, and a MBA from the University of Michigan. Attributes, experience and qualifications for board and committee service: extensive energy industry expertise; entrepreneurial expertise in founding and operating a 3D seismic company and a midstream natural gas transportation company.



	Gary R. Christopher Age 68 Director since 2005 Committees: Audit Compensation	Mr. Christopher is engaged in personal investments and consulting and has been for more than five years. From August 1999 to January 2004, he served as President and CEO of PetroCorp Incorporated (a public oil and natural gas exploration company), and from March 1996 to August 1999 he served as the Acquisition Coordinator of Kaiser-Francis Oil Company. His other past professional experience includes serving as Vice President of Acquisitions for Indian Wells Oil Company, Senior Vice President and Manager of the Energy Lending Division of First National Bank of Tulsa and from 1991 to 1996 Senior Vice President and Manager of Energy Lending for Bank of Oklahoma. Previous to that, Mr. Christopher worked for Amerada Hess Corporation as a Reservoir Engineer and for Texaco, Inc. as a Production Engineer. Mr. Christopher is a member of the Society of Petroleum Engineers and the Oklahoma Independent Petroleum Association. He received a B.S. degree in Petroleum Engineering from the University of Missouri at Rolla (now referred to as Missouri University of Science and Technology). Mr. Christopher is a past Director of the Petroleum Club of Tulsa, Middle Bay Oil Company, Three Tech Energy, and PetroCorp Incorporated. He currently serves as an advisory director of Commerce Bank, Tulsa, part of Commerce Bancshares (Nasdaq: CBSH). Attributes, experience and qualifications for board and committee service: lengthy tenure in the energy industry; diversity of expertise based on experience as a drilling engineer, production engineer, reservoir engineer, acquisitions adviser (ability to identify and analyze potential business acquisitions for the company), and energy lending professional (knowledge of energy lending practices); executive leadership experience as chief executive of a publicly-traded oil and natural gas company.
Continuing Directors
Terms expiring at 2019 annual meeting (Class II)	William B. Morgan Age 73 Director since 1988 Committees: Nominating & Governance (Chair) Audit Compensation	Mr. Morgan is engaged in personal investments and has been since he retired in June 2007 from his position as Executive Vice President and General Counsel of St. John Health System, Inc., Tulsa, Oklahoma, where he was also President of its principal for-profit subsidiary Utica Services, Inc., positions he had held since 1995. He currently serves as an Arbitrator for the Financial Industry Regulatory Authority (FINRA) and has done so on an a part-time basis for more than five years. Prior to joining St. John, Mr. Morgan was engaged in the private practice of law at the Tulsa, Oklahoma firm of Doerner, Saunders, Daniel & Anderson, and he served as an adjunct law professor at the University of Tulsa, where he taught securities law. In 1968 and 1969, Mr. Morgan served as a United States Army Officer in Vietnam. He has an undergraduate degree from Muhlenberg College, Allentown, Pennsylvania and a juris doctorate from the University of Tulsa College of Law. Attributes, experience, and qualifications for board and committee service: background as a licensed attorney with over 40 years’ of business and legal experience; expertise in complex corporate finance, business, and securities and regulatory law; executive leadership experience; analytical skills; extensive history and familiarity with the company and the industry in which it operates.
	Larry D. Pinkston Age 63 Director since 2004	Mr. Pinkston has been employed by the company since 1981. He has served as the company’s President since August 2003, as its Chief Operating Officer since February 2004, and as its Chief Executive Officer since April 2005. Before being appointed President in 2003, Mr. Pinkston served the company in numerous other positions, including as Corporate Budget Director, Assistant Controller, and Controller. He served as Treasurer from 1986 to 2003, and from May 1989 to August 2003, he also served as Vice President and Chief Financial Officer. Mr. Pinkston holds an accounting degree from East Central University of Oklahoma. Attributes, experience, and qualifications for board service: extensive familiarity with the company and the industry; operational experience; accounting and financial expertise; management and leadership skills.



	Carla S. Mashinski Age 55Director since 2015 Committees: Compensation (Chair) Audit	Ms. Mashinski joined the board of directors in August 2015. Ms. Mashinski serves as Chief Financial Officer of Cameron LNG, a natural gas liquification terminal near the Gulf of Mexico, a position she has had since July 2015; effective February 2017, her title was expanded to that of Chief Financial and Administrative Officer. From 2014 to July 2015, she served as Chief Financial Officer and Vice President of Finance and Information Management for the North America Operation of SASOL, an international integrated energy company. From 2008 to 2014, Ms. Mashinski was employed by SBM Offshore, Inc., a provider of leased floating production systems for the offshore energy industry, serving as Vice President of Finance and Administration, U.S. Chief Financial Officer from 2008 to February 2014, and as Commercial and Contracts Manager from February to August 2014. She served as Vice President and Chief Accounting Officer and Controller of Gulfmark Offshore from 2004 to 2008. Prior to that, Ms. Mashinski held various finance and accounting positions for Duke Energy (1999-2004) and Shell Oil Company (1985-1998) or affiliated companies. Ms. Mashinski is a certified public accountant, certified management accountant, and a certified project management professional with a B.S. degree in accounting from the University of Tennessee, Knoxville and an Executive M.B.A. from the University of Texas, Dallas. She is a National Association of Corporate Directors (NACD) Governance Fellow and a recipient of the CERT Certificate in Cybersecurity Oversight issued by Carnegie Mellon University. Attributes, experience, and qualifications for board and committee service: executive level experience with corporate financial, human resources, and information management activities, including budgeting and forecasting, treasury, financial reporting, Sarbanes Oxley compliance, and tax management; industry experience in strategic planning, risk management, compensation, mergers and acquisitions, joint ventures, and financial leadership; international industry experience; accounting and financial expertise as a certified public accountant, certified management accountant, and project management professional; demonstrated commitment to boardroom excellence evidenced by completion of NACD’s comprehensive program of study for directors and corporate governance professionals; cybersecurity oversight training.
Terms Expiring at 2020 annual meeting (Class III)	J. Michael Adcock Age 6869 Director since 1997 ~~Chairman~~Chair since 2016 Committees: Audit Compensation	Mr. Adcock was elected as our ~~Chairman of the~~ Board Chair effective December 31, 2016. He has been a licensed attorney since 1974, and has served since 1997 as co-trustee of the Don Bodard Trust, a private business trust dealing in real estate, oil and natural gas investments, and other equity investments. Since January 2018, Mr. Adcock ~~also is, and for more than five years~~ has been a member of the board of the privately-held Arvest Bank, Oklahoma City. He served as Chairman of the Board of ~~the privately-owned~~ Arvest Bank, Shawnee, Oklahoma ~~as well~~from October 1997 until January 2018, when it became part of Arvest Bank, Oklahoma City. He has also served as a member of the Board of the nonprofit Avedis Foundation (successor to Community Health Partners, Inc.), for ~~which he~~more than five years, and has served as its Chairman of the Board since 2015. Mr. Adcock has been a co-owner of Central Disposal, LLC, a solid waste management company with operations in central Oklahoma, since 2009, and was elected as Chairman of the Board in 2014. Between 1997 and September 1998, Mr. Adcock served as Chairman of the Board of Ameribank and President and CEO of American National Bank and Trust Company of Shawnee, Oklahoma, and Chairman of AmeriTrust Corporation, Tulsa, Oklahoma. Before 1997, Mr. Adcock was engaged in the private practice of law and served as General Counsel for Ameribank Corporation. Mr. Adcock holds a BS degree in business administration from Oklahoma State University, and a juris doctorate from the University of Oklahoma College of Law. He is a National Association of Corporate Directors (“NACD”) Leadership Fellow. Attributes, experience and qualifications for board and committee service: many years of experience in banking, investment, and energy operations; expertise in tax, banking, and SEC/regulatory compliance law; executive leadership experience as CEO of two companies, one of which was a publicly-traded international energy company with exploration and production, pipeline, trading, and co-generation subsidiaries; ~~and~~ extensive history and familiarity with the company and the industry in which it ~~operates.~~operates; demonstrated commitment to boardroom excellence evidenced by completion of the NACD’s comprehensive program for certification as a Corporate Directors Leadership Fellow.



	Steven B. Hildebrand Age 6263 Director since 2008 Committees: Audit (Chair) Compensation	Since March 2008, Mr. Hildebrand has been engaged in personal investments. He retired in 2008 from Dollar Thrifty Automotive Group, Inc. (NYSE: DTG), a car rental business, where he had served as Executive Vice President and Chief Financial Officer since 1997. Prior to that, Mr. Hildebrand served as Executive Vice President and Chief Financial Officer of Thrifty Rent-A-Car System, Inc., a subsidiary of Dollar Thrifty. Mr. Hildebrand joined Thrifty Rent-A-Car System, Inc. in 1987 as Vice President and Treasurer and became Chief Financial Officer in 1989. Mr. Hildebrand was with Franklin Supply Company, an oilfield supply business, from 1980 to 1987 where he held several positions including Controller and Vice President of Finance. From 1976 to 1980, Mr. Hildebrand was with the accounting firm Coopers & Lybrand, most recently as Audit Supervisor. Mr. Hildebrand earned a BSBA degree in accounting from Oklahoma State University, and he is a certified public accountant. Attributes, experience and qualifications for board and committee service: experience and expertise in accounting and finance, including many years of experience as a CPA; qualifications as an audit committee financial expert; executive leadership experience at a public company, including experience with strategic planning, SEC reporting, Sarbanes Oxley compliance, investor relations, enterprise risk management, executive compensation, corporate compliance, internal audit, bank facilities, private placement debt transactions and working with ratings agencies.
	Larry C. Payne Age 6970 Director since 2011 Committees: Audit Nominating & Governance	Mr. Payne is President and Chief Executive Officer of LESA and Associates, LLC, a private investment and consulting firm, a position he has held since he started that firm in June of 2011. From December 1, 2012 to September 8, 2013, Mr. Payne also served as Interim President of Magnum NGLs, LLC, a private company engaged in natural gas liquids storage in Delta, Utah. From April 2010 to April 2011, Mr. Payne served as President and Chief Operating Officer of Lansing NGL Services Natural Gas Liquids Division, a division of Lansing Trade Group, LLC, a commodities trading company located in Overland Park, Kansas. From August 2009 to April 2010, Mr. Payne provided energy consulting services to private clients interested in the midstream energy business. From 2003 until August 2009, Mr. Payne served as President and Chief Operating Officer of SemStream, L.P., a midstream energy company engaged in natural gas liquids supply and marketing. Before joining SemStream, Mr. Payne served as Vice President of Commodity Management for Williams Midstream Marketing and Risk Management, LLC., and before that he served as Vice President of Natural Gas Liquids Supply, Trading and Risk Management for Texaco NGL. During his earlier years of service, Mr. Payne held numerous other positions in the energy industry including executive positions with Enterprise Products, Aux Sable Liquid Products, and Ferrellgas. Mr. Payne received a B.S. in Business Administration from Grambling State University, and an MBA from Texas Southern University with a concentration in Finance and Economics. Mr. Payne currently serves on the board of directors and audit committee of Buckeye Partners GP, LLC, general partner of the NYSE-listed limited partnership Buckeye Partners, LP, as well as serving on the boards of three nonprofit organizations. Attributes, experience and qualifications for board and committee service: executive and strategic experience in the midstream energy ~~business,~~business; extensive background in commodity risk management; expertise in oil and natural gas component marketing; ~~and~~ extensive operational experience including management of assets such as product terminals, pipelines, fractionators, storage facilities, and transportation equipment.
	G. Bailey Peyton IV Age 6162 Director since 2011	Since 1985, Mr. Peyton has been President of Peyton Holdings Corporation (formerly Peyton Oil and Gas), a Canadian, Texas company he formed in 1985 for purposes of buying land, minerals, and royalties. Since 2009, Mr. Peyton has owned and served as President and managing member of Perryton Feeders, LLC, a cattle feeding business in Perryton, Texas. Also since 2009, Mr. Peyton has owned and served as President of Cuatro Cattle Company, a cattle ranching operation in Canadian, Texas. Since 2007, Mr. Peyton has served as President and co-owner of Upland Resources, LLC, a Canadian, Texas oil and gas exploration company that began actively drilling in the Texas Panhandle in 2012. From 1984 to 2007, Mr. Peyton served as President of Upland Resources, Inc., an oil and natural gas exploration company he founded and later sold. Mr. Peyton currently serves on the board of directors of Happy State Bank in Amarillo, Texas. Mr. Peyton is a past President of the Panhandle Association of Landmen, Amarillo, Texas. Mr. Peyton holds a BS degree in ranch management from Texas Christian University. Attributes, experience and qualifications for board service: extensive operations experience in exploration and production as well as mineral leasing and oil an gas property management; executive experience; ~~and~~ entrepreneurial expertise.



~~Continuing Directors~~
~~Terms expiring at 2018 annual meeting~~ ~~(Class I)~~	~~Robert J. Sullivan Jr.~~ ~~Age 71~~ ~~Director since 2005~~ ~~Committees:~~ ~~Nominating~~ & ~~Governance~~	Mr. Sullivan is, and since 1975 has been, a Principal with Sullivan and Company LLC, a family-owned independent oil and natural gas exploration and production company founded in 1958, and he has served as a manager of that company since approximately 1995. He is also the Founder (1989) of Lumen Energy Corporation, serving as its Chairman and CEO from inception to the time of its sale in 2004. Mr. Sullivan was appointed to Oklahoma Governor Frank Keating’s Cabinet as Secretary of Energy in March 2002. He received a BBA from the University of Notre Dame, and a MBA from the University of Michigan. ~~Attributes, experience and qualifications for board and committee service: extensive energy industry expertise; entrepreneurial expertise in founding and operating a 3D seismic company and a midstream natural gas transportation company.~~
	~~Gary R. Christopher~~ ~~Age 67~~ ~~Director since 2005~~ ~~Committees:~~ ~~Audit~~ ~~Compensation~~	Mr. Christopher is engaged in personal investments and consulting and has been for more than five years. From August 1999 to January 2004, he served as President and CEO of PetroCorp Incorporated (a public oil and natural gas exploration company), and from March 1996 to August 1999 he served as the Acquisition Coordinator of Kaiser-Francis Oil Company. His other past professional experience includes serving as Vice President of Acquisitions for Indian Wells Oil Company, Senior Vice President and Manager of the Energy Lending Division of First National Bank of Tulsa and from 1991 to 1996 Senior Vice President and Manager of Energy Lending for Bank of Oklahoma. Previous to that, Mr. Christopher worked for Amerada Hess Corporation as a Reservoir Engineer and for Texaco, Inc. as a Production Engineer. Mr. Christopher is a member of the Society of Petroleum Engineers and the Oklahoma Independent Petroleum Association. He received a B.S. degree in Petroleum Engineering from the University of Missouri at Rolla (now referred to as Missouri University of Science and Technology). Mr. Christopher is a past Director of the Petroleum Club of Tulsa, Middle Bay Oil Company, Three Tech Energy, and PetroCorp Incorporated. He currently serves as an advisory director of Commerce Bank, Tulsa, part of Commerce Bancshares (Nasdaq: CBSH). ~~Attributes, experience and qualifications for board and committee service~~: lengthy tenure in the energy industry; diversity of expertise based on experience as a drilling engineer, production engineer, reservoir engineer, acquisitions adviser (ability to identify and analyze potential business acquisitions for the company), energy lending professional (knowledge of energy lending practices); and executive leadership experience as chief executive of a publicly-traded oil and natural gas company.
~~Terms expiring at 2019 annual meeting~~ ~~(Class II)~~	~~William B. Morgan~~ ~~Age 72 Director since 1988~~ ~~Committees:~~ ~~Nominating~~ & ~~Governance~~ ~~(Chair)~~ ~~Audit~~ ~~Compensation~~	Mr. Morgan is engaged in personal investments and has been since he retired in June 2007 from his position as Executive Vice President and General Counsel of St. John Health System, Inc., Tulsa, Oklahoma, where he was also President of its principal for-profit subsidiary Utica Services, Inc., positions he had held since 1995. He currently serves as an Arbitrator for the Financial Industry Regulatory Authority (FINRA) and has done so on an a part-time basis for more than five years. Prior to joining St. John, Mr. Morgan was engaged in the private practice of law at the Tulsa, Oklahoma firm of Doerner, Saunders, Daniel & Anderson, and he served as an adjunct law professor at the University of Tulsa, where he taught Securities law. In 1968 and 1969, Mr. Morgan served as a United States Army Officer in Vietnam. He has an undergraduate degree from Muhlenberg College, Allentown, Pennsylvania and a juris doctorate from the University of Tulsa College of Law. ~~Attributes, experience, and qualifications for board and committee service~~: background as a licensed attorney with over 40 years’ of business and legal experience; expertise in complex corporate finance, business, and securities and regulatory law; executive leadership experience; analytical skills; and extensive history and familiarity with the company and the industry in which it operates.



	~~Larry D. Pinkston~~ ~~Age 62 Director since 2004~~	Mr. Pinkston has been employed by the company since 1981. He has served as the company’s President since August 2003, as its Chief Operating Officer since February 2004, and as its Chief Executive Officer since April 2005. Before being appointed President in 2003, Mr. Pinkston served the company in numerous other positions, including as Corporate Budget Director, Assistant Controller, and Controller. He served as Treasurer from 1986 to 2003, and from May 1989 to August 2003, he also served as Vice President and Chief Financial Officer. Mr. Pinkston holds an accounting degree from East Central University of Oklahoma. ~~Attributes, experience, and qualifications for board service:~~ ~~extensive familiarity with the company and the industry; operational experience; accounting and financial expertise; and management and leadership skills.~~
	~~Carla S. Mashinski~~ ~~Age 54Director since 2015~~ ~~Committees:~~ ~~Compensation~~ ~~(Chair)~~ ~~Audit~~	Ms. Mashinski joined the board of directors in August 2015. Ms. Mashinski serves as Chief Financial Officer of Cameron LNG, a natural gas liquification terminal near the Gulf of Mexico, a position she has had since July 2015; effective February 2017, her title was expanded to that of Chief Financial and Administrative Officer. From 2014 to July 2015, she served as Chief Financial Officer and Vice President of Finance and Information Management for the North America Operation of SASOL, an international integrated energy company. From 2008 to 2014, Ms. Mashinski was employed by SBM Offshore, Inc., a provider of leased floating production systems for the offshore energy industry, serving as Vice President of Finance and Administration, U.S. Chief Financial Officer from 2008 to February 2014, and as Commercial and Contracts Manager from February to August 2014. She served as Vice President and Chief Accounting Officer and Controller of Gulfmark Offshore from 2004 to 2008. Prior to that, Ms. Mashinski held various finance and accounting positions for Duke Energy (1999-2004) and Shell Oil Company (1985-1998) or affiliated companies. Ms. Mashinski is a certified public accountant, certified management accountant, and a certified project management professional with a B.S. degree in accounting from the University of Tennessee, Knoxville and an Executive M.B.A. from the University of Texas, Dallas. ~~She is a National Association of Corporate Directors (NACD) Governance Fellow.~~ ~~Attributes, experience, and qualifications for board and committee service:~~ executive level experience with corporate financial, human resources, and information management activities, including budgeting and forecasting, treasury, financial reporting, Sarbanes Oxley compliance, and tax management; industry experience in strategic planning, risk management, compensation, mergers and acquisitions, joint ventures, and financial leadership; international industry experience; accounting and financial expertise as a certified public accountant, certified management accountant, and project management professional; demonstrated commitment to boardroom excellence evidenced by completion of NACD’s comprehensive program of study for directors and corporate governance professionals.


ITEM 2:	ADVISORY VOTE ON EXECUTIVE COMPENSATION (“SAY ON PAY”)

The Dodd-Frank Wall Street Reform and Consumer Protection Act requires that we provide our stockholders with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our NEOs as disclosed in this proxy statement under the compensation disclosure rules of the SEC. ~~We have historically provided~~At our 2017 annual meeting, our stockholders voted for an annual say-on-pay vote, so we are holding that vote annually in accordance with the ~~opportunity to vote on our executive compensation each year, based on the frequency vote~~recommendation of our stockholders at our 2011 annual meeting. The frequency of the say-on-pay vote is again up for a stockholder vote (see Item 3 below), and we anticipate that we will hold future say-on-pay votes with the frequency recommended by the stockholders voting on that item.stockholders.

As described under the heading “Compensation Discussion and Analysis,” we seek to align the interests of our NEOs with the interests of our stockholders. Our compensation programs reward our NEOs for the achievement of short-term and long-term strategic and operational goals and the achievement of increased total stockholder return, while at the same time avoiding the encouragement of unnecessary or excessive risk-taking. The choices we make regarding our NEOs’ compensation seek to balance our goal of paying fair, reasonable, and competitive compensation with our goal of attracting and retaining talented and motivated professionals in our industry. We believe the compensation package we have described in this proxy statement achieves that balance.

The vote on this resolution is not intended to address any specific element of compensation; rather, the vote relates to the compensation of our NEOs, as described in this proxy statement under the compensation disclosure rules of the SEC. The vote is advisory, so the vote is not binding on the company, our board, or the compensation committee of the board. To the extent there is any significant vote against our NEO compensation as disclosed in this proxy statement, the compensation committee will evaluate whether any actions are necessary to address the concerns of stockholders. The affirmative vote of a majority of

the shares present or represented and entitled to vote either in person or by proxy must approve this proposal. So, we ask our stockholders to vote on this resolution at the annual meeting:

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the NEOs, as disclosed in the Company’s Proxy Statement for the ~~2017~~2018 Annual Meeting of Stockholders under the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the ~~2016~~2017 Summary Compensation Table, and the other related tables and disclosure.”

The board of directors unanimously recommends a vote FOR the approval of the compensation of our NEOs, as disclosed in this proxy statement.

~~ITEM 3:~~ ~~ADVISORY VOTE ON THE FREQUENCY OF THE SAY-ON-PAY ADVISORY VOTE ON EXECUTIVE COMPENSATION~~

As required by Section 14A of the Securities Exchange Act of 1934, we are seeking a vote, on a non-binding advisory basis, on a resolution regarding the frequency of the say-on-pay advisory vote on the compensation of our named executive officers. By voting on this proposal, stockholders may indicate whether they would prefer that we conduct future advisory votes on executive compensation every year, every second year, or every third year. Stockholders also may, if they wish, abstain from casting a vote on this proposal.

Our say-on-pay vote is currently held annually, which reflects the vote of our stockholders in 2011, when the say-on-pay vote, and the vote on its frequency, were first voted on by our stockholders. Our board recommended in 2011 and still recommends that the say-on-pay vote be conducted annually. The board continues to believe that an annual advisory vote on executive compensation allows our stockholders to provide timely and direct input on our executive compensation philosophy, policies, and practices as disclosed in the proxy statement each year. The board believes that an annual vote follows our efforts to engage in an ongoing dialogue with our stockholders on executive compensation and corporate governance matters.

This vote is advisory and not binding on the company or our board. The board and the compensation committee will consider the outcome of the vote, however, when considering the frequency of future advisory votes on executive compensation. The board may decide that it is in the best interests of our stockholders and the company to hold an advisory vote on executive compensation more or less frequently than the frequency receiving the most votes cast by our stockholders. The frequency of the say-on-pay vote will not be voted on again until it is placed on the ballot for our annual meeting of stockholders to be held in 2023.

The proxy card provides stockholders with the opportunity to choose among four options (holding the vote every one, two or three years, or abstaining). Stockholders will not be voting to approve or disapprove the board’s recommendation on this Item 3.

~~The board of directors unanimously recommends that you vote for the option of every ONE year as the preferred frequency for advisory votes on executive compensation.~~

~~ITEM 4:~~ ~~AMENDMENT NUMBER 1 TO THE SECOND AMENDED AND RESTATED UNIT CORPORATION STOCK AND INCENTIVE COMPENSATION PLAN~~

The purpose of the amendment is to (i) increase the number of shares of common stock authorized for issuance under the Second Amended and Restated Unit Corporation Stock and Incentive Compensation Plan (the “Plan”) by 2,500,000 shares, and (ii) to modify the tax withholding language in the Plan, as specifically set forth on Appendix A. This approval will also act as stockholder approval of the material terms of the performance goals for which performance-based compensation is to be paid under the Plan to ensure continuing availability of the deduction available under Section 162(m) of the Internal Revenue Code for performance-based compensation (as described below).

~~General~~

Our board believes that the growth of the company depends on the efforts of our employees and directors, and that amending the Plan to increase the number of shares of common stock authorized for issuance under it will strengthen our ability to attract and retain qualified employees and non-employee directors while enhancing our long-term focus on maximizing stockholder value.

The proposed amendments to the Plan have been adopted by the board, subject to approval by our stockholders at the annual meeting. Summary information about the Plan as well as information about the proposed amendments are set forth below.

~~Purpose of the Proposal~~

The board believes that providing selected employees and directors with a proprietary interest in the growth and performance of the company (and its subsidiaries) is crucial to encouraging individual performance while also enhancing stockholder value. Currently, approximately 1,096,643 shares of common stock remain available for awards under the Plan. That amount is now estimated to potentially be less than will be needed for our anticipated 2018 long-term incentive awards to our employees and non-employee directors. The Plan is the only plan the company has under which it can award shares of company stock to its employees and non-employee directors. The board believes that amending the Plan to increase the authorized shares is necessary to provide us with the continued ability to attract, retain, and motivate employees and non-employee directors in a manner that is tied to the interests of our stockholders. In addition, the board is recommending that our stockholders approve amending provisions of the Plan pertaining to withholding of taxes for awards because doing so will allow us to receive favorable accounting treatment for tax withholdings above minimum statutory rates, as permitted by recently-changed accounting standards.

~~Summary of Amendments and Reasons for Amendments~~

The description that follows is qualified in its entirety by reference to the full text of the Plan, attached as an exhibit to our Form 8-K filed May 8, 2015. We will furnish a copy of the Plan to any stockholder on written request to: Mark E. Schell, Corporate Secretary, Unit Corporation, 8200 S. Unit Drive, Tulsa, Oklahoma 74132. We are asking our stockholders to approve amending our Plan as follows:

1. Increasing by 2,500,000 the number of shares authorized for making awards under the Plan, from 4,500,000 shares to 7,000,000 (the “Total Authorization”). This increase in shares is intended to replenish the available shares under the Plan.

~~Reason for Amendment~~: If additional shares are not authorized, we might not have enough shares remaining in the Plan to grant employee stock awards we consider necessary and competitive in fiscal year 2018. In February 2017, we granted 604,651 shares of restricted stock as long-term incentive compensation to our employees (including our NEOs), 152,373 shares of which were performance-based and could potentially vest at 200% of the target amounts. We have not yet granted our 2017 annual non-employee director stock awards, but in 2016 we granted a total of 90,000 shares of stock to our non-employee directors. As of March 10, 2017, there are 1,096,643 shares remaining available for our 2017 director stock awards and our employees’ 2018 grants. We need additional shares authorized under the Plan in order to administer our long-term incentive program at a similar level for approximately three years. We estimate, based on our stock price as of March 10, 2017, that an appropriate number of additional authorized shares would be between two and three million additional shares. Accordingly, we have requested authorization of an additional 2,500,000 shares.

2. Modifying the tax withholding provisions in Article 16 of the Plan to permit tax withholdings on stock-based awards not only at the minimum amount sufficient to satisfy federal, state, and local taxes, domestic or foreign (including the Participant’s FICA obligation), required by law or regulation to be withheld related to any taxable event arising or as a result of this Plan, but at such other amount that will not cause adverse accounting consequences for the company and is permitted under applicable withholding rules promulgated by the Internal Revenue Service or other applicable governmental entity.

~~Reason for Amendment~~: Previously, accounting rules required withholding of stock for taxes on settlement of stock-based awards at the minimum statutory rate in order to avoid unfavorable accounting treatment, so the Plan requires tax withholdings to be at the minimum rate. Recent changes to applicable accounting standards now allow favorable accounting treatment for withholding of stock for taxes at up to the maximum statutory rate. Amending the Plan to permit the withholding of taxes above the minimum statutory rate is required in order to permit us to take advantage of this accounting standard change.

~~There are no other changes to the Plan.~~

~~Background on the Request for Approval of the Material Terms for Code Section 162(m) Purposes~~

Stockholder approval of the amendment to the Plan will also constitute re-approval of the material terms of the performance goals contained in the Plan for purposes of Section 162(m). For details on the material terms of the performance goals, see section entitled “Performance-Based Compensation Under Section 162(m),” on page 51 of this proxy statement. Section 162(m) generally does not allow public companies to take a federal income tax deduction for compensation in excess of $1,000,000 paid to the chief executive officer or any of the three other highest paid executive officers (other than the chief financial officer) employed at the end of that company’s fiscal year unless the compensation qualifies as “performance-based compensation.” In general, to qualify as “performance-based compensation” the material terms of the performance goals must be disclosed to and approved by stockholders, and subsequently re-approved by the stockholders no later than the fifth year following the year the

performance goals were last approved by the stockholders. Since approval of the amendment to the Plan will also constitute re-approval of the Plan by our stockholders for purposes of Section 162(m), it will extend for a new five-year period the period during which awards under the Plan can be granted as performance-based compensation potentially exempt from the deductibility limits of Section 162(m). Our stockholders last approved the material terms of the performance goals in our Plan in 2015, so if stockholders do not approve the amendment to the Plan, we could lose tax deductibility for certain awards in the year 2020 instead of having the five-year period of deductibility extended until the year 2022.

~~Information about Shares Outstanding or Available under all Plans~~

When our stockholders last approved amendments to the Plan in 2015, 1,200,000 additional shares were authorized for issuance. As of March 10, 2017, approximately 1,096,643 shares remained available for new awards under the Plan, not including the new shares now being requested. The closing market price of our common stock on the NYSE on March 10, 2017 was $22.15. The following table sets forth additional relevant information about our outstanding awards and available shares under all plans with outstanding or available awards:



~~Information Pertaining to Shares Outstanding or Available under All Plans~~⁽¹⁾~~at March 10, 2017~~
~~Total Stock Options and SARs Outstanding~~	~~199,755~~
~~Total Full Value Awards Outstanding~~	~~1,491,061~~
~~Weighted Average Exercise Price of Stock Options and SARs Outstanding~~	~~48.79~~
~~Weighted Average Duration of Stock Options Outstanding~~	~~1.6 years~~
~~Total Shares Available for Grant under the Current Plan~~	~~1,096,643~~

~~Note to table:~~


~~(1)~~	~~The Plan, amendment of which is on the ballot for this annual meeting, is the only active plan that can be used for future equity grants.~~

~~As of March 10, 2017, the additional 2,500,000 shares for awards under the Plan for which stockholder approval is being requested represent less than 5% of all outstanding shares of our common stock.~~

~~Effect of Stockholder Vote on the Amendment to the Plan~~

If approved by our stockholders, the amendment to the Plan will become effective on May 3, 2017, and will remain in effect, subject to the right of the compensation committee or the board to terminate it, until all shares authorized have been purchased or acquired according to the Plan provisions. If our stockholders fail to approve the amendment to the Plan, the amendment will not be given effect and the Plan will continue as currently in effect.

Amendment of the Plan requires the approval of our stockholders. The board believes that the Plan has helped us compete for, motivate, and retain highly-qualified and productive executive, administrative, and professional employees and active and engaged non-employee directors, and it believes the amendment to the Plan will continue to achieve those objectives as well. The Plan is also the means we have used to create long-term incentive awards under which we strive to link the interests of our employees and directors with those of our stockholders.

Any modifications to the Plan described in this proxy statement will apply only to awards granted after the date that stockholders approve the amendment to the Plan. All awards outstanding as of immediately before such approval will continue to be governed by the terms of the Plan as in effect at that time.

~~Key Equity Metrics~~

We understand that the use of equity compensation as incentives for our employees, including our NEOs, and our directors must be balanced against the dilutive impact it has on stockholders. The compensation committee believes that our historical equity granting practices evidence our ability to balance these competing interests effectively. There are three key equity metrics that the compensation committee believes will provide an understanding of the costs to stockholders of our equity compensation programs: dilution, burn rate, and overhang. For purposes of our calculations, we have defined these metrics as follows:

~~Dilution~~ ~~is total equity awards granted less cancellations and forfeitures divided by total common shares outstanding at the end of the year;~~

~~Burn rate~~ ~~is total equity awards granted divided by weighted average shares outstanding at the end of the year. For our purposes, a multiplier of 1.5 will be applied to full value awards; and~~

~~Overhang~~ is the number of shares subject to equity awards outstanding but not exercised or settled, plus the number of shares available to be granted, divided by total common shares outstanding as of the date for which overhang is being determined.

According to our calculations, counting performance shares in the year in which they are earned and not when granted, our burn rate for the past three years has averaged 1.66%; counting performance shares in the year of grant, we calculate our three-year burn rate average to be 1.99%. Under either calculation, we would be below the 3.07% burn rate benchmark for Russell 3000 Energy Industry companies (excluding S&P 500) published by Institutional Shareholder Services, one of the larger proxy advisory firms. We calculate that our dilution rate for the last three years has averaged 1.08% (counting performance shares in the year of grant). Using the number of issued and outstanding shares on March 10, 2017, we calculate that our overhang without the additional 2,500,000 shares being requested is 5.36%, and that with the additional shares it would be 10.16%.

~~Expected Duration~~

If the amendment to the Plan is approved by our stockholders, the total number of shares of our common stock reserved and available for future awards under the Plan would be 7,000,000, and represents approximately 13.4% percent of our total outstanding shares of common stock as of March 10, 2017. Based on historical usage and our March 10, 2017 stock price, we estimate that the shares available for issuance under the Plan if stockholders approve the proposed amendments would be sufficient for approximately three years. Expectations regarding future share usage could be affected by a number of factors, including the hiring of additional employees; the performance levels at which outstanding performance shares vest; the rate at which shares are returned to the Plan reserve as a result of the expiration, forfeiture, cash settlement of or shares retained by the company for tax withholding purposes, the future performance of our stock price, the consequences of acquiring other companies, and other factors. While the compensation committee believes that the assumptions it used are reasonable, future share usage may differ from current expectations.

~~General Terms of the Plan, before and after approval of the amendment:~~

~~The following is a description of the general terms of the Plan as currently in effect. These terms will remain unchanged after any approval of the proposed amendments requested:~~

~~Administration of the Plan.~~ The compensation committee of the board administers the Plan and has authority to make awards under the Plan, to set the terms of the awards, to interpret the Plan, to establish any rules or regulations relating to the Plan that it determines to be appropriate and to make any other determination that it believes necessary or advisable for the proper administration of the Plan. Subject to the limitations specified in the Plan, the compensation committee may delegate its authority to appropriate company personnel.

~~Eligibility.~~ Employees of our company (and its subsidiaries) and non-employee directors are eligible to receive awards (the “Awards”) under the Plan when designated as Plan participants. We are unable at this time to estimate the number of employees that would be eligible to participate in the Plan.

~~Awards to employees under the Plan may be granted in any one or a combination of the following forms:~~

~~incentive stock options under Section 422 of the Internal Revenue Code (the "Code");~~

~~non-qualified stock options;~~

~~performance shares;~~

~~performance units;~~

~~restricted stock;~~

~~restricted stock units;~~

~~stock appreciation rights;~~

~~cash-based awards; and~~

~~other stock-based awards.~~

~~Awards to non-employee directors under the Plan may be granted in any one or a combination of the forms above, except that non-employee directors are not eligible to receive incentive stock options.~~

~~Limitations and Adjustments to Shares Issuable Through the Plan.~~ The maximum aggregate number of shares that may be granted in the form of Nonqualified Stock Options is equal to the Total Authorization. The Plan limits the maximum number of shares that can be issued as “incentive stock options” to 2,000,000 shares.

The Plan also contains the following limits to the Awards granted as performance-based compensation to an employee insider in any one year: the maximum number of shares that may be awarded in the form of options or stock appreciation rights in any fiscal year is 330,000 shares; the maximum number of shares that may be awarded in the form of performance shares or performance units in any fiscal year is 165,000 shares or equal to the value of 165,000 shares; the maximum number of shares that may be awarded in the form of stock-based awards in any fiscal year is 165,000 shares; and the maximum amount that may be awarded in the form of cash-based awards in any fiscal year is $2,300,000.

The Plan contains the following limits to the Awards that can be granted to a non-employee director in any one year: 80,000 Options or SARs; 50,000 Shares of Restricted Stock or Restricted Stock Units; 50,000 Performance Shares or Performance Units; $500,000 in Cash-based Awards; or 50,000 Stock Awards.

Subject to the terms of the Plan and the applicable award agreement, all Awards other than SARs or options will be subject to a vesting period of at least three years following the date of grant, provided that a vesting period of at least one year following the date of grant is permissible if vesting is conditioned on the achievement of performance goals, and provided, further that any such Award may vest in part before the expiration of any vesting period (but in no event before the first anniversary of the grant date), and provided, further, that up to five percent of shares available for grant under this Plan may be granted without regard to the foregoing requirements.

For purposes of determining the maximum number of shares of common stock available for issuance under the Plan, other than SARs or options, shares of common stock that terminate by expiration under an Award, are forfeited, canceled, settled in cash, or used for tax withholding will in each case be available for use under the Plan.

In the event of any merger, consolidation, acquisition of property or shares, stock rights offering, liquidation, disposition for consideration of the company’s direct or indirect ownership of a subsidiary or affiliate or similar event affecting the company or any of its subsidiaries (each a “Corporate Transaction”), the compensation committee, in its sole discretion, may make such substitutions or adjustments as it deems appropriate and equitable to (A) the aggregate number and kind of shares or other securities reserved for issuance and delivery under the Plan, (B) the number and kind of shares or other securities subject to outstanding Awards; (C) the option price or grant price of outstanding Awards; and (D) the various maximum limitations provided for the various types of Awards set forth earlier, and on the grants to individuals of certain types of Awards.

In the event of any reorganization, recapitalization, separation, stock dividend, extraordinary dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock or property of the company, combination of securities, exchange of securities, dividend in kind, or other like change in capital structure or distribution (other than normal cash dividends) to stockholders of the company, or any similar corporate event or transaction, the compensation committee, in its sole discretion, shall make such substitutions or adjustments as it deems appropriate and equitable to (A) the aggregate number and kind of shares or other securities reserved for issuance and delivery under the Plan, (B) the number and kind of Shares or other securities subject to outstanding Awards; (C) the option price or grant price of outstanding Awards; and (D) the various maximum limitations set forth in the Plan for certain types of Awards and on the grants to individuals of certain types of Awards.

In the case of Corporate Transactions, such adjustments may include, among other things, a cancellation of Awards in exchange for payments of cash, property, or a combination having a value equal to the value paid to stockholders in connection with the transaction or, in the case of options and SARs, the excess of such value, if any, over the option price or grant price.

The compensation committee, in its sole discretion, may also make appropriate adjustments in the terms of any Awards under the Plan to reflect, or related to, such changes or distributions and may modify any other terms of outstanding Awards, including modifications of performance criteria and changes in the length of performance periods, and these adjustments will be binding on Award participants.

Subject to the provisions of the Plan pertaining to a change of control and any applicable law or regulatory requirement, without affecting the number of shares reserved or available under the Plan, the compensation committee may authorize the issuance, assumption, substitution, or conversion of Awards under the Plan in connection with any such corporate event or transaction on such terms and conditions as it may deem appropriate. Additionally, the compensation committee may amend the Plan, or adopt supplements to the Plan, in such manner as it deems appropriate to provide for such issuance, assumption, substitution, or conversion as provided in the previous sentence.

~~Amendments to the Plan.~~ ~~The compensation committee or board may, at any time and from time to time, alter, amend, modify, suspend, or terminate the Plan in whole or in part; provided however, that:~~

without the prior approval of the company’s stockholders, or except in connection with a corporate transaction, options and SARs issued under the Plan will not be repriced, replaced, or re-granted through cancellation or by lowering the exercise price of a previously granted option or canceled in exchange for cash; and

to the extent necessary under any applicable law, regulation, or exchange requirement, no amendment shall be effective unless approved by the stockholders of the company to the extent required by applicable law, regulation, or exchange requirement.

~~Types of Awards.~~ ~~Each type of Award that may be granted under the Plan is described below:~~

~~Stock Options.~~ The compensation committee may grant non-qualified stock options or incentive stock options to employees to purchase shares of common stock. Only non-qualified stock options may be granted to non-employee directors. The compensation committee will determine the number and exercise price of the options, and the time or times that the options

become exercisable, provided that the option exercise price may not be less than the fair market value of a share of common stock on the date of grant, except for an option granted in substitution of an outstanding award in an acquisition transaction in accordance with Section 424(h) of the Internal Revenue Code. The term of an option will also be determined by the compensation committee; provided that the term of an option may not exceed 10 years.

The option exercise price may be paid in cash; by check; in shares of common stock, subject to certain limitations; through a “cashless” exercise arrangement with a broker approved in advance by us; or in any other manner authorized by the compensation committee. Incentive stock options will be subject to certain additional requirements necessary in order to qualify as incentive stock options under applicable provisions of the Internal Revenue Code.

Except for certain permitted adjustments, unless approved by our stockholders, (a) the exercise price for any outstanding option granted under the Plan may not be decreased after the date of grant and (b) an outstanding option that has been granted under the Plan may not, as of any date that such option has a per share exercise price that is greater than the then current fair market value of our common stock, be surrendered as consideration for the grant of a new option with a lower exercise price, shares of common stock, shares of restricted stock, restricted stock units, another “stock-based” award or a cash payment.

~~Restricted Stock.~~ Shares of common stock may be granted by the compensation committee to an eligible participant and made subject to restrictions on sale, pledge or other transfer by the participant for a certain period (the restricted period). All shares of restricted stock will be subject to such restrictions as the compensation committee may provide in an award agreement with the participant, including provisions obligating the participant to forfeit or resell the shares to us in the event of termination of employment or director tenure or if specified performance goals or targets are not met. Participant’s rights with respect to such shares shall be subject to the restrictions provided in the award agreement and the Plan.

~~Restricted Stock Units.~~ A restricted stock unit represents the right to receive from us, on the respective scheduled vesting or payment date for such restricted stock unit, one share of common stock. An award of restricted stock units may be subject to the attainment of specified performance goals or targets, forfeitability provisions, and such other terms and conditions as the compensation committee may determine, subject to the provisions of the Plan. To the extent an award of restricted stock units is intended to qualify as performance based compensation under Section 162(m), it must be granted subject to the attainment of performance goals and meet the additional requirements imposed by Section 162(m).

~~Stock Appreciation Rights (SARs).~~ A stock appreciation right may be granted by the compensation committee in its discretion. The compensation committee may grant free standing stock appreciation rights, tandem stock appreciation rights or any combination of these forms of stock appreciation rights. The grant price for each stock appreciation right shall be determined by the compensation committee and shall be specified in the award agreement, but in no event shall the grant price be less than the fair market value of the shares of common stock of the company on the date the stock appreciation right is granted. The grant price of tandem stock appreciation rights shall be equal to the option price of the related option. The term of the stock appreciation right shall be determined by the compensation committee and specified in the award agreement, which relates to the stock appreciation right. No stock appreciation right will be exercised after the tenth anniversary from the date of its grant. Outstanding stock appreciation rights may be exercised on whatever terms and conditions the compensation committee imposes. Tandem stock appreciation rights may be exercised for all or part of the shares subject to the related option on the surrender of the right to exercise equivalent portions of the related option. A tandem stock appreciation right may be exercised only with respect to the shares for which the related option is unexercisable. With respect to a tandem stock appreciation right granted in connection with an incentive stock option, (a) the tandem stock appreciation right will expire no later than the expiration of the underlying incentive stock option; (b) the value of the payout with respect to the tandem stock appreciation right will be for no more than 100% of the difference between the option price of the underlying incentive stock option and the fair market value of the shares subject to the underlying incentive stock option at the time the tandem stock appreciation right is exercised; and (c) the tandem stock appreciation right may be exercised only when the fair market value of the shares subject to the incentive stock option exceeds the option price of the incentive stock option.

On the exercise of a stock appreciation right, a participant will be entitled to receive payment in an amount determined by multiplying: (a) the difference between the fair market value of a share of common stock on the date of exercise and the grant price; by (b) the number of shares with respect to which the stock appreciation right is exercised. In the discretion of the compensation committee, the payment of the stock appreciation right exercised may be in cash, shares of equivalent value (based on the fair market value on the date of exercise of a stock appreciation right) in some combination thereof or in any other form approved by the compensation committee.

~~Other Stock-Based Awards.~~ The Plan also authorizes the compensation committee to grant participants awards of common stock and other awards that are denominated in, payable in, valued in whole or in part by reference to, or are otherwise based on the value of, or the appreciation in value of, shares of common stock (other stock-based awards). The compensation committee has discretion to determine the participants to whom other stock-based awards are to be made, the times at which

~~such awards are to be made, the size of such awards, the form of payment, and all other conditions of such awards, including any restrictions, deferral periods or performance requirements.~~

~~Performance-Based Compensation Under Section 162(m).~~ Awards that we intend to qualify as performance-based compensation under Section 162(m) must be made subject to the achievement of pre-established performance goals. The pre-established performance goals will be based on any or a combination of the following business criteria applied to our company as a whole, a company division or a subsidiary:


a)	~~Net earnings or net income (before taxes);~~


b)	~~Earnings per share;~~


c)	~~Net operating profit;~~


d)	~~Operating earnings of operating income;~~


e)	~~Operating earnings per share;~~


f)	~~Return measures (including, but not limited to, return on assets, capital, equity, or sales);~~


g)	~~Cash flow (including, but not limited to, operating cash flow, free cash flow, cash flow per share, and cash flow return on capital);~~


h)	~~Earnings before or after taxes, interest, depreciation, and/or amortization and including/excluding capital gains and losses;~~


i)	~~Margins, including but not limited to gross or operating margins;~~


j)	~~Share price (including, but not limited to, growth measures and total shareholder return);~~


k)	~~Operating efficiency (as defined by the compensation committee at the time of selection);~~


l)	~~Customer service measures or indices, including customer satisfaction;~~


m)	~~Employee satisfaction;~~


n)	~~Working capital targets;~~


o)	~~Revenue, including revenue growth;~~


p)	~~Net asset value or net asset value per share or growth of assets;~~


q)	~~Safety (as defined by the compensation committee at the time of selection);~~


r)	~~Reserve value or reserve value per share;~~


s)	~~Production volumes;~~


t)	~~Reserve addition or replacement;~~


u)	~~Performance value added (as defined by the compensation committee at the time of selection);~~


v)	~~Finding and development costs;~~


w)	~~Overall or selected premium or sales growth;~~


x)	~~Expense efficiency ratios (ratio of expenses to premium income);~~


y)	~~Market share;~~


z)	~~Economic value added;~~


~~aa)~~	~~Shareholder value added;~~


~~ab)~~	~~Embedded value added;~~


~~ac)~~	~~Expense ratio;~~


~~ad)~~	~~Earnings before taxes, earnings before interest and taxes or earnings before interest, taxes, depreciation and amortization;~~


~~ae)~~	~~Gross margin;~~


~~af)~~	~~Total stockholder return;~~


~~ag)~~	~~Cost control;~~


~~ah)~~	~~Gross profit;~~


~~ai)~~	~~Unit volume;~~


~~aj)~~	~~Capital efficiency ratios;~~


~~ak)~~	~~Production mix;~~


~~al)~~	~~Contract mix;~~


~~am)~~	~~Dayrates;~~


~~an)~~	~~Number of rigs in operation;~~


~~ao)~~	~~Rig utilization;~~


~~ap)~~	~~Number of long-term contracts;~~


~~aq)~~	~~Long-term contract percentage;~~


~~ar)~~	~~Hedging percentages;~~


~~as)~~	~~Leverage ratios;~~


~~at)~~	~~Coverage ratios;~~


~~au)~~	~~Acreage leased;~~


~~av)~~	~~Addition of new plays; and~~


~~aw)~~	~~Addition of new geographic areas.~~

Any performance goal(s) may be used to measure the performance of the company as a whole or any business unit of the company or any combination thereof, as the compensation committee may deem appropriate, or any of the above performance measures as compared to the performance of a group of comparative companies, or published or special index that the compensation committee, in its sole discretion, deems appropriate. The compensation committee may provide that any award under the Plan provide for adjustments for certain events, including asset write-downs, certain unusual or nonrecurring items, and the impact of hedging.

The compensation committee has authority to use different targets from time to time under the performance goals provided in the Plan. As a result, the regulations under Section 162(m) require that the material terms of the performance goals be re-approved by the stockholders every five years. To qualify as performance-based compensation under Section 162(m), grants of restricted stock, restricted stock units and other stock-based awards will be required to satisfy the other applicable requirements of Section 162(m).

~~Termination of Employment.~~ If a participant ceases to be employed by us or provide services to us for any reason, including death, his outstanding Awards may be exercised or shall expire at such time or times as may be determined by the compensation committee and described in the award agreement.

~~Change in Control.~~ In the event of a change in control of our company, as defined in the Plan, in which Awards are assumed by the acquirer, all awards will continue to be outstanding in accordance with their original terms except that on a termination of employment or service of a participant occurring upon or during the two years immediately following the date of a change of control by reason of the participant’s death, disability, constructive termination, retirement (defined as termination of a non-employee director's service on the board after serving a full term) or termination by the company without cause, the awards will vest in full and options will be exercisable until at least the shorter of the end of the stated term and the first anniversary of the termination of service. If awards are not assumed by the acquirer in the event of a change in control, the awards will become fully vested and exercisable, all restrictions or limitations on any awards will generally lapse and, unless otherwise provided in the award agreement, all performance criteria and other conditions relating to the payment of awards will generally be deemed to be achieved at targeted levels or waived.

~~Transferability of Awards.~~ ~~The Plan provides limitations on transfer of awards. Generally, awards can be transferred only:~~

~~by will;~~

~~by the laws of descent and distribution; or~~

~~in certain cases, such as non-qualified stock options and SARs, if permitted by the compensation committee or if so provided in the award agreement.~~

~~Payment of Withholding Taxes.~~ We may withhold from any payments or stock issuances under the Plan, or collect as a condition of payment, any taxes required by law to be withheld. Any participant may, but is not required to, satisfy his or her withholding tax obligation by electing to deliver currently owned shares of common stock or to have us withhold, from the shares the participant would otherwise receive, shares of common stock, in each case having a value equal to the minimum amount required to be withheld (or, if the amendments to the Plan are approved by stockholders at this meeting, at either the minimum or such other withholding level permitted by applicable laws). This election must be made before the date on which the amount of tax to be withheld is determined and is subject to the compensation committee’s right of disapproval.

~~Awards to be Granted~~

If our stockholders approve the amendments to the Plan at the annual meeting, additional grants of awards to selected employees and non-employee directors will be made in the future by the compensation committee as necessary to attract and retain employees and directors. This number is highly dependent on the price of our shares of common stock on the grant date, and can be difficult to predict with certainty. Accordingly, at this time it is not possible to determine the number of awards that will be issued in the future.

~~Federal Income Tax Consequences of Stock Options~~

Under existing federal income tax provisions, a participant who is granted a stock option normally will not realize any income, nor will we normally receive any deduction for federal income tax purposes, in the year the option is granted.

When a non-qualified stock option granted under the Plan is exercised, the participant will realize ordinary income measured by the difference between the aggregate purchase price of the shares of common stock acquired and the aggregate fair market

value of the shares of common stock acquired on the exercise date and, subject to the limitations of Section 162(m) of the Code, we will be entitled to a deduction in the year the option is exercised equal to the amount the participant is required to treat as ordinary income.

An employee generally will not recognize any income upon the exercise of any incentive stock option, but the excess of the fair market value of the shares at the time of exercise over the option price will be an item of tax preference, which may, depending on particular factors relating to the employee, subject the employee to the alternative minimum tax imposed by Section 55 of the Code. The alternative minimum tax is imposed in addition to the federal individual income tax, and it is intended to ensure that individual taxpayers do not completely avoid federal income tax by using preference items. An employee will recognize capital gain or loss in the amount of the difference between the exercise price and the sale price on the sale or exchange of stock acquired pursuant to the exercise of an incentive stock option, provided the employee does not dispose of such stock within two years from the date of grant and one year from the date of exercise of the incentive stock option (the holding periods). An employee disposing of such shares before the expiration of the holding periods will recognize ordinary income generally equal to the difference between the option price and the fair market value of the stock on the date of exercise. The remaining gain, if any, will be capital gain. We will not be entitled to a federal income tax deduction in connection with the exercise of an incentive stock option, except where the employee disposes of the shares of common stock received upon exercise before the expiration of the holding periods.

If the exercise price of a non-qualified option is paid by the surrender of previously owned shares, the basis and the holding period of the previously owned shares carry over to the same number of shares received in exchange for the previously owned shares. The compensation income recognized on exercise of these options is added to the basis of the shares received. If the exercised option is an incentive stock option and the shares surrendered were acquired through the exercise of an incentive stock option and have not been held for the holding periods, the optionee will recognize income on such exchange, and the basis of the shares received will be equal to the fair market value of the shares surrendered. If the applicable holding period has been met on the date of exercise, there will be no income recognition and the basis and the holding period of the previously owned shares will carry over to the same number of shares received in exchange, and the remaining shares will begin a new holding period and have a zero basis.

If, on a change in control of our company, the exercisability or vesting of an award is accelerated, a portion of the value may be characterized as “parachute payments” (within the meaning of Section 280G of the Code) and thus an employee may be subject to an additional 20% excise tax on the excess parachute payment and we will be denied any deduction with respect to such excess parachute payment.

~~Clawback~~

The Plan provides for a clawback of incentive compensation (cash or equity) in the event that the company determines it must restate its financial results as reported in a report filed with the SEC to correct an accounting error due to material noncompliance with any financial reporting requirement within three years after the date of the first public issuance or filing of such financial results. In such event, the company will have the right to recover, at the direction of the committee after it has reviewed the facts and circumstances that led to the requirement for the restatement and the costs and benefits of seeking recovery, any award granted under the Plan to an insider and any employee who was subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”) on or after the date of the Plan who ceased being an insider before such restatement (each, a “Covered Officer”), in each case, whose intentional misconduct caused or contributed to the need for the restatement for a fiscal period if a lower award or payment would have been made to the Covered Officer based on the restated financial results. The compensation committee will determine in its discretion the amount, if any, the company will seek to recover from the Covered Officer involved. The company may offset the recoupment amount against current or future incentive and non-incentive compensation and through cancellation of unvested or vested equity awards. In addition, the committee may, to the extent permitted by law, take other remedial and recovery action, as determined by the compensation committee.

~~Vote Required~~

~~Approval of the amendment of the Plan requires the affirmative vote of a majority of the shares represented in person or by proxy and entitled to vote thereon at the meeting.~~

~~The board of directors recommends that you vote~~ ~~FOR~~ ~~approval of the Amendments to the Second Amended and Restated Unit Corporation Stock and Incentive Compensation Plan.~~

~~The following table provides information for all equity compensation plans as of the fiscal year ended December 31, 2016, under which our equity securities were authorized for issuance:~~

Plan Category
Number of
Securities to be
Issued Upon Exercise of
Outstanding Options,
Warrants and Rights
(a)
Weighted Average
Exercise Price of
Outstanding
Options,
Warrants and Rights
(b)
Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding Securities included in Column (a))
(c)
Equity compensation plans approved by security holders ⁽¹⁾
108,500⁽²⁾
$52.56
1,492,686 ⁽³⁾
Equity compensation plans not approved by security holders — — —
Total 108,500 $52.56 1,492,686

~~Notes to table:~~


~~(1)~~	~~The Plan is the only plan the company now has under which it can award shares of company stock~~. ~~Shares awarded under the Plan may be newly issued, from our treasury, or acquired in the open market.~~


~~(2)~~	~~This number includes 108,500 stock options outstanding under the Non-Employee Directors' Stock Option Plan (we no longer issue awards under this plan).~~

~~(3)~~

This number reflects shares under the Plan at the end of 2016. The Plan allows us to grant stock-based compensation to our employees and non-employee directors. A total of 4,500,000 shares of the company’s common stock is authorized for issuance to eligible participants under the Plan. The previous balance of 230,000 shares that were available under the Non-Employee Directors' Stock Option Plan were transferred into the Plan on May 2, 2012. No more than 2,000,000 of the shares available under the Current Plan may be issued as “incentive stock options” and all of the shares available under the Plan may be issued as restricted stock. In addition, shares related to grants that are forfeited, terminated, canceled, expire unexercised, or settled in such manner that all or some of the shares are not issued to a participant shall immediately become available for issuance under the terms of the Plan.


ITEM 5:3:	RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

At its ~~December 2016~~February 2018 meeting our audit committee appointed PricewaterhouseCoopers LLP as our independent registered public accounting firm for our ~~2017~~2018 fiscal year. We are asking you to ratify and approve that action. A representative of PricewaterhouseCoopers LLP will attend the annual meeting, will have the opportunity to make a statement if he or she desires to do so, and will be available to answer appropriate questions.

Although the law does not require this ratification, the audit committee believes that you should be given the opportunity to express your views on this matter. However, even if you ratify the selection, the audit committee may still appoint a new independent registered public accounting firm at any time if it believes that change would be in the best interest of the company and its stockholders. Failure to ratify this selection is not binding on the audit committee. However, if our stockholders do not ratify this selection, the audit committee will reconsider the appointment.

The board of directors unanimously recommends that you vote FOR approval, which vote will act to ratify the selection of PricewaterhouseCoopers LLP.

OTHER MATTERS

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”) requires our directors and officers and persons who own more than 10% of a registered class of our equity securities to file initial reports of ownership and reports of changes in ownership with the SEC. These persons are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

~~Based~~One timely-filed report for Mr. Young required an amendment to increase the holdings reported, constituting a late report for purposes of SEC rules. Other than that one report, based solely on a review of the copies of the forms furnished to us, we believe that during ~~2016~~2017 all Section 16(a) filing requirements applicable to our reporting persons were complied with and all reports were timely filed.

MATTERS WHICH MAY COME BEFORE THE MEETING

The board does not intend to bring any other matters before the meeting, nor do we know of any matters that other persons intend to bring before the meeting. However, should other matters not mentioned in this proxy statement properly come before the meeting, the persons named in the accompanying proxy card will vote on them in accordance with their best judgment.

CONTACTING US

The following options are available if you would like to contact us:

if you would like to receive information about the company:

Our home page on the Internet, located at http://www.unitcorp.com gives you access to certain information regarding the company. This site contains our press releases, financial information and stock quotes, as well as our SEC filings. An online version of this proxy statement is also located on the site.

if you would like to contact us directly, please call our Investor Relations Department at (918) 493-7700, or send your correspondence to the following address:

Unit Corporation

Investor Relations

8200 S. Unit Drive

Tulsa, Oklahoma 74132

AVAILABILITY OF OUR FORM 10-K, ANNUAL REPORT AND PROXY STATEMENT

Copies of our Form 10-K for the fiscal year ended December 31, ~~2016,~~2017, as filed with the SEC, may be obtained without charge by writing to: Mark E. Schell, Secretary, Unit Corporation, 8200 S. Unit Drive, Tulsa, Oklahoma 74132. You also may view a copy of the Form 10-K electronically by accessing our website at http://www.unitcorp.com/investor/filings.htm.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY ~~3, 2017.~~2, 2018.

You may access our ~~2016~~2017 annual report and this proxy statement and our form of proxy for our May ~~3, 2017~~2, 2018 annual meeting of stockholders at our website at http://www.unitcorp.com/investor/filings.htm, which does not have “cookies” that identify visitors to the site.

INCORPORATION BY REFERENCE

To the extent that this proxy statement is incorporated by reference into any other filing by us under the Securities Act of 1933, as amended, or the Securities Exchange Act, the sections of this proxy statement entitled “Compensation Committee Report” and “Report of the Audit Committee” (to the extent permitted by the rules of the SEC), will not be deemed incorporated unless specifically provided otherwise in such filing. Information contained on or connected to our website is not incorporated by reference into this proxy statement and should not be considered part of this proxy statement or any other filing that we make with the SEC.

~~Appendix “A”~~

~~AMENDMENT NUMBER 1 TO THE~~

~~SECOND AMENDED AND RESTATED~~

~~UNIT CORPORATION STOCK AND INCENTIVE COMPENSATION PLAN~~

~~Introduction~~. On March 11, 2015, the Board of Directors of Unit Corporation (the “Company”) adopted, and on May 6, 2015, the stockholders of the Company approved, the Second Amended and Restated Unit Corporation Stock and Incentive Compensation Plan (the “Plan”). The Plan permits the granting of awards, including stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, cash-based awards and other stock-based awards, to employees (including officers) and non-employee directors of the Company or its subsidiaries.

Under the terms of the Plan, a total of 4,500,000 shares of common stock of Unit Corporation (the “Company”) are reserved for issuance by awards granted under the Plan (subject to adjustment in the event of certain corporate transactions such as a stock split).

~~Purpose~~. The primary purpose of this Amendment is to increase the total number of shares of common stock of the Company available for issuance by awards granted under the Plan from 4,500,000 shares to 7,000,000 shares, which will enable the Company to continue to grant awards under the Plan to attract and retain employees of the Company and its subsidiaries. This Amendment also removes the limitation that tax withholdings be at minimum statutory tax rates, which will enable the Company to take advantage of recent changes to accounting standards allowing withholding of stock for tax purposes on settlement of stock-based awards at up to the maximum individual statutory tax rate without triggering adverse accounting consequences that were previously triggered if withholdings exceeded minimum statutory rates.


3.	~~Amendment. The Plan shall be amended as follows:~~


a.	In the first sentence of the first paragraph of Section 4.1 of the Plan, the number “Four Million Five Hundred Thousand (4,500,000)” is deleted and the number “Seven Million (7,000,000)” is substituted therefor.


b.	~~The first sentence in the only paragraph of Article 16 of the Plan is amended and restated in its entirety to read as follows:~~

“The Company or any Affiliate shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company or any Affiliate, the minimum amount sufficient to satisfy federal, state, and local taxes, domestic or foreign (including the Participant’s FICA obligation), required by law or regulation to be withheld with respect to any taxable event arising or as a result of this Plan (or such other amount that will not cause adverse accounting consequences for the Company and is permitted under applicable withholding rules promulgated by the Internal Revenue Service or other applicable governmental entity).”


4.	~~No Other Change. Except as specifically set forth in Paragraph 3 above, this Amendment does not change the terms of the Plan.~~


5.	~~Effective Date. This Amendment shall take effect and be adopted on the date that the stockholders of the Company approve this Amendment.~~

~~Executed as of the 10th day of March, 2017.~~

~~ATTEST: UNIT CORPORATION~~

~~/s/ Mark E. SchellBy: /s/ Larry D Pinkston~~

~~Mark E. Schell Larry D. Pinkston~~

~~Secretary President and Chief Executive Officer~~

Map of Company Headquarters

Unit Corporation

8200 S. Unit Drive

Tulsa, OK 74132

(918) 493-7700

http://www.unitcorp.com



o	Preliminary Proxy Statement	o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material Pursuant to §240.14a-12



	Meeting Date:		Wednesday, May ~~3, 2017~~2, 2018

	Meeting Time:		11:00 a.m., Central Time

	Meeting Place:		Unit Corporation Headquarters
			8200 S. Unit Drive
			Tulsa, Oklahoma



Time and Date	11:00 a.m., Central Time, Wednesday, May ~~3, 2017~~2, 2018
Place	Unit Corporation Headquarters, 8200 S. Unit Drive, Tulsa, Oklahoma
Items of Business	• elect Robert J. ~~Michael Adcock, Steven B. Hildebrand, Larry C. Payne,~~Sullivan Jr. and ~~G. Bailey Peyton IV~~Gary R. Christopher to our board of directors for a three-year term expiring in ~~2020~~2021 (Item No. 1 on the proxy card);
	• cast a non-binding advisory vote on executive compensation (“say-on-pay vote”) (Item No. 2 on the proxy card);
	• ~~cast a non-binding advisory vote on the frequency of future say-on-pay votes~~ ~~(Item No. 3 on the proxy card)~~;
	• approve Amendment Number 1 to the Second Amended and Restated Unit Corporation Stock and Incentive Compensation Plan to, among other things, increase the number of shares of common stock authorized for issuance under the plan by an additional 2,500,000 shares ~~(Item No. 4 on the proxy card)~~;
	• ratify the selection of PricewaterhouseCoopers LLP, Tulsa, Oklahoma, as our independent registered public accounting firm for our fiscal year ~~2017~~2018 (Item No. 53 on the proxy card); and
	• transact any other business that properly comes before the meeting or any adjournment(s) of the meeting.
Record Date	March ~~6, 2017~~5, 2018
Voting Options	Most stockholders have four options for submitting their vote: • via the Internet (please see your proxy card for instructions), • by phone (please see your proxy card for instructions), • by mail, using the paper proxy card, ~~and~~or • in person at the meeting.
Date of this Notice	March ~~23, 2017~~26, 2018



Table of Contents
	Page
PROXY STATEMENT SUMMARY	1

QUESTIONS AND ANSWERS	3

CORPORATE GOVERNANCE AND BOARD MATTERS	7

General governance information	7

Director independence criteria	7

Director independence determinations	8

Role of the board in our risk management process	8

Board structure and committees	9

Consideration of nominees for director	11

Director qualifications	11

Executive sessions	1211

Contacting our board	12

Board and committee evaluations	12

DIRECTORS’ COMPENSATION AND BENEFITS	1312

Overview	12

Cash compensation	13

Equity awards	13

Director compensation table	14

OWNERSHIP OF OUR COMMON STOCK BY BENEFICIAL OWNERS AND MANAGEMENT	15

Directors and executive officers	15

Stockholders owning more than 5% of our common stock	16

EXECUTIVE COMPENSATION	16

Overview of NEOs’ 20167 compensation	16

Protecting the integrity of our compensation practices	1617

Compensation committee report	17

Compensation discussion and analysis	1718

Summary compensation table for ~~2016~~2017	2733

Grant of plan-based awards for 20167	2935

Outstanding equity awards at end of 20167	3036

Option exercises and stock vested table for 20167	3137

Non-qualified deferred compensation for ~~2016~~2017	3238

CEO pay ratio disclosure	39

POTENTIAL PAYMENTS ON TERMINATION OR CHANGE IN CONTROL	33

~~Separation benefit plan~~	34

~~Change-in-control arrangements~~	3439




Separation benefit plan	39

Change-in-control arrangements	40

Payments on termination or change-in-control table	3541


RELATED PERSON TRANSACTIONS	3843

Our related person transaction policy	3843

Certain transactions between the company and its officers, directors, nominees for director and their associates	3844

REPORT OF THE AUDIT COMMITTEE	3944

PRINCIPAL ACCOUNTANT FEES AND SERVICES	4045

Fees incurred for PricewaterhouseCoopers LLP	4045

Policy on audit committee pre-approval of audit and permissible non-audit services of independent auditor	4045

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	4146

ITEMS TO BE VOTED ON	4146

Item 1: Election of directors	4146

Item 2: Advisory vote on executive compensation (“say on pay”)	4450

Item 3: ~~Advisory vote on the frequency of the say-on-pay advisory vote on executive compensation~~	45
~~Item 4: Amendment Number 1 to the Second Amended and Restated Unit Corporation Stock and Incentive Compensation Plan~~	45

~~Item 5:~~ Ratification of appointment of independent registered public accounting firm	5450

OTHER MATTERS	5450

Section 16(a) beneficial ownership reporting compliance	5450

Matters which may come before the meeting	5451

Contacting us	5551

Availability of our Form 10-K, annual report and proxy statement	5551

Incorporation by reference	5551

~~APPENDIX “A”: Amendment Number 1 to the Second Amended and Restated Unit Corporation Stock and Incentive Compensation Plan~~	56
Map of Company Headquarters	5752



o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.


(1)	Title of each class of securities to which the transaction applies:


(2)	Aggregate number of securities to which the transaction applies:


(3)	Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):



o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.



	By Order of the Board of Directors,

	April Adler
	Assistant Corporate Secretary



Voting Matters and Board Recommendations
Proposal	Matter	Board Voting Recommendation	Page Reference
1.	Election of ~~Four~~Two Class ~~III~~I Directors for Three-Year Term	“FOR” Each Nominee	Page 4146
2.	Advisory Vote to Approve Named Executive Officer Compensation	“FOR”	Page 4450
3.	~~Advisory Vote on the Frequency of Future Say-on-Pay Votes~~	“~~EVERY YEAR~~”	~~Page 45~~
4.	~~Vote on Amendment Number 1 to the Second Amended and Restated Unit Corporation Stock and Incentive Compensation Plan~~	~~“FOR”~~	~~Page 45~~
5.	Ratification of Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for the Company for ~~2017~~2018	“FOR”	Page 5450


*	A= Audit Committee; C = Compensation Committee; NG = Nominating & Governance Committee; M = Member; ~~C =~~Ch= Chair



Corporate Governance Highlights
Ÿ	Majority voting policy with director resignation provision	Ÿ	~~All~~8 of 9 directors attended 100% of his or her ~~2016~~2017 board or committee meetings and the 9th director attended 95% of his board and committee meetings
Ÿ	Stock ownership guidelines for directors and NEOs	Ÿ	Policy prohibiting hedging or pledging of our stock
Ÿ	Compensation “clawback” policy for any cash or equity awards granted under our stock and incentive compensation plan	Ÿ	~~Robust~~ Code of Conduct and Corporate Governance Guidelines
Ÿ	Over 3/4ths of our directors are independent	Ÿ	All committees consist solely of independent directors
Ÿ	Executive session of non-management directors held regularly	Ÿ	At least one annual non-management executive session is attended by only independent directors
Ÿ	No poison pill	Ÿ	Limited and modest perquisites
Ÿ	Annual say-on-pay vote	Ÿ	Regular review of committee charters and corporate governance guidelines
Ÿ	Separate ~~Chairman~~Board Chair and CEO	Ÿ	Independent Board ~~Chairman~~



~~2016 Performance - Segment Highlights~~
~~Oil and Natural Gas~~	~~Contract Drilling~~	~~Mid-Stream~~
~~Sold non-core assets with proceeds of $67.7 million~~	~~Increased number of drilling rigs in service from a low of 13 to 21 at year end~~	~~Gas gathered volumes increased 18% over 2015~~
~~Resumed drilling activities in 4th quarter~~	~~Placed into service 9th BOSS drilling rig~~	~~Four new well pads connected to Pittsburgh Mills system~~
~~Two drilling rigs placed into service - one in the Southern Oklahoma Hoxbar Oil Trend (SOHOT) play and the other in the Granite Wash play~~	~~Sold one old SCR drilling rig~~	~~Began operating new Snow Shoe gathering system in Pennsylvania~~
	~~Achieved best safety performance record in history~~	~~Completed construction of pipeline connection adding 19 MMCf per day fee based volume at Cashion facility~~Chair



x	No fee required.


(1)	Amount Previously Paid:


(2)	Form, Schedule or Registration Statement No.:


(3)	Filing Party:



2017 Performance - Segment Highlights
Oil and Natural Gas
Ÿ	Acquired western Oklahoma oil and gas assets for approximately $54.3 million
Ÿ	Total year-end 2017 proved reserves increased 27% over 2016
Ÿ	Replaced 300% of 2017 production with new reserves
Ÿ	Sold non-core assets with proceeds of $18.6 million
Contract Drilling
Ÿ	Utilization cycle during 2017:
	ú Started year with 21 drilling rigs operating
	ú Placed one new BOSS drilling rig into service at the end of the second quarter
	ú Returned to service 14 SCR drilling rigs and by mid-July had 36 drilling rigs operating
	ú Exited year with 31 drilling rigs operating
Ÿ	Operated all ten BOSS drilling rigs during the year
Midstream
Ÿ	Record operating Profit (revenue less operating expense) of $51.7 million
Ÿ	Connected five wells to our Pittsburgh Mills gathering system resulting in increased gathered volume of up to 141 MMcf per day
Ÿ	Began construction on a $14.0 million pipeline and compressor expansion project at our Cashion facility
Ÿ	Connected three new wells to our Segno gathering system, increasing our gathered volumes to a record high of 98.2 MMcf per day
Ÿ	Connected six new wells to our Hemphill facility and upgraded compression facilities



2017 Executive Compensation Actions of Note
Ÿ	~~Salaries frozen~~2017 annual bonus targets for participating NEOs set at ~~2015 levels, plus the CEO and the Executive Vice President~~approximately 62% of ~~the contract drilling segment took voluntary salary reductions~~previously-established market targets, transitioning from 2016 target level of ~~$100,000 and $32,038, respectively.~~50% toward goal of reaching awards at 100% of previously-established market target level
Ÿ	~~Annual bonus targets reduced by 50% compared to 2014 bonus targets (no 2015 bonuses were paid).~~
Ÿ	~~Restricted~~February 2017 restricted stock awards granted at ~~only 69%~~approximately 84% of ~~salary~~target for the CEO and an average of ~~51%~~approximately 77% of ~~salary~~targets for the other participating NEOS ~~receiving stock awards~~ (based on grant date stock price times number of shares granted)~~, compared to previously established targets of 400% of salary for CEO and 329% of salary for the other NEOs.~~


A:	The board of directors of Unit Corporation, a Delaware corporation, is providing these proxy materials to you in connection with our annual meeting of stockholders. The meeting will take place on May ~~3, 2017.~~2, 2018. As a stockholder, you are invited to attend the meeting and are entitled to and requested to vote on the items of business described in this proxy statement.


A:	You can vote if you were a stockholder at the close of business on the record date, March ~~6, 2017.~~5, 2018. On that date, there were ~~52,254,791~~54,265,371 shares outstanding and entitled to vote at the meeting.


A:	The information relates to the various proposals to be voted on at the meeting, the voting process, the compensation of our directors and certain executive officers, and other required information.


A:	An NEO is one of the “named executive officers” for whom we provide compensation information in this proxy statement. For purposes of this proxy statement, our NEOs are:


A:	Yes. We place the proxy materials on our website at http://www.unitcorp.com.


A:	You may go to our website, http://www.unitcorp.com, and download and print a copy of our Form 10-K or you can have one mailed to you at no charge by submitting a request as follows:


A:	If you hold your shares as a stockholder of record, you can vote in person at the meeting or you can vote by mail, telephone, or the Internet. If you are a street-name stockholder, you will receive instructions from your bank, broker, or other nominee describing how to vote your shares.


A:	The board recommends you vote “FOR” each of Items No. 1, 2, 4, and ~~5, and~~ ~~ONE YEAR~~ ~~on Item No.~~ 3.


A:	American Stock Transfer & Trust Company, our transfer agent, will count the vote. A representative of American Stock Transfer & Trust Company will also act as the inspector of election.


Q:	How many votes must be present to hold the annual meeting?


Q:	Which ballot measures are considered “routine” or “non-routine?”


A:	The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for ~~2017~~2018 (Item ~~No. 5)~~No.3) is a matter considered routine under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with Item No. 5.3.


Q:	What is the difference between holding shares as a stockholder of record and as a beneficial owner?


A:	Most of our stockholders hold their shares through a broker or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.


A:	Your proxy card represents all shares registered to your account in the same social security number and address. However, the proxy card does not include shares held for participants in our 401(k) plan.


A:	Your shares are probably registered in more than one account. You should vote each proxy card you receive according to the instructions on that specific card. We encourage you to consolidate all your accounts by registering them in the same name, social security number, and address.


A:	On each matter, including each director position, you are entitled to one vote per share.


Q:	What happens if additional matters are presented at the meeting?