UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.     )

Filed by the Registrant  þ

Filed by a Party other than the Registrant  ¨

Check the appropriate box:

ATLAS ENERGY, L.P.

(Name of Registrant as Specified in Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ATLAS ENERGY, L.P.

Park Place Corporate Center One

1000 Commerce Drive, 4^th Floor

Pittsburgh, PA 15275

NOTICE OF ANNUAL MEETING OF UNITHOLDERSAND PROXY STATEMENT

To be held on Thursday, April 25, 2013March 21, 2014

To the Unitholders of ATLAS ENERGY, L.P.:

Notice is hereby given that theThe annual meeting of unitholders of ATLAS ENERGY, L.P., a Delaware limited partnership, will be held on Wednesday, April 23, 2014 at Sofitel Philadelphia, 120 South 17^th8:30 a.m. at The Worthington Renaissance Fort Worth Hotel, 200 Main Street, Philadelphia, Pennsylvania 19103, April 25, 2013, at 9:00 a.m. (the “Meeting”), for the following purposes:Fort Worth, Texas to:

OnlyWe cordially invite all of our unitholders to attend the meeting, though only unitholders of record on our books at the close of business on March 22, 2013,14, 2014 will be entitled to notice of and to vote at the Meeting or any adjournment thereof.vote. A list of unitholders entitled to vote at the Meetingmeeting will be available for inspection at the Meetingmeeting and for 10 days before the Meetingmeeting at our offices at Park Place Corporate Center One, 1000 Commerce Drive, 4^th Floor, Pittsburgh, Pennsylvania 15275. The unit transfer books will not be closed.

THE ENCLOSED ADDRESSED ENVELOPE FOR RETURNING THE ENCLOSED PROXY REQUIRES NO POSTAGE AND YOU MAY REVOKE YOUR PROXY AT ANY TIME BEFORE ITS USE. IF YOU PLAN TO ATTEND THE MEETING, YOU NEED TO BRING A FORM OF PERSONAL IDENTIFICATION WITH YOU. IF YOUR UNITS ARE HELD OF RECORD BY A BANK, BROKER OR OTHER NOMINEE, YOU ALSO NEED TO BRING AN ACCOUNT STATEMENT INDICATING THAT YOU BENEFICIALLY OWN THE UNITS AS OF THE RECORD DATE, OR A LETTER FROM THE RECORD HOLDER INDICATING THAT YOU BENEFICIALLY OWN THE UNITS AS OF THE RECORD DATE, AND IF YOU WISH TO VOTE AT THE MEETING YOU MUST FIRST OBTAIN FROM THE RECORD HOLDER A PROXY ISSUED IN YOUR NAME.

By order of the Board of Directors of the General Partner,

Lisa Washington, Secretary of

Atlas Energy GP, LLC, the general partner of

Atlas Energy, L.P.

March 27, 201321, 2014

Important Notice Regarding the Availability of Proxy Materials for

the Meeting to be held on Wednesday, April 25, 2013:23, 2014:

The proxy statement and our 20122013 Annual Report are available at:

http://phx.corporate-ir.net/phoenix.zhtml?c=197317&p=irol-reportsAnnual

ATLAS ENERGY, L.P.2014 Proxy Statement—Summary

Park Place Corporate Center One

1000 Commerce Drive, 4^th Floor

Pittsburgh, PA 15275This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider. You should read the entire proxy statement carefully before voting.

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GENERALGeneral Information

TERMS USED

References in this proxy statement to “theto:

IntroductionTHE MEETING; THIS PROXY STATEMENT

The annual meeting of unitholders of Atlas Energy, L.P. will be held on Thursday,Wednesday, April 25, 201323, 2014 at 9:008:30 a.m. (the “Meeting”) at Sofitel Philadelphia, 120 South 17^thThe Worthington Renaissance Fort Worth Hotel, 200 Main Street, Philadelphia, Pennsylvania 19103,Fort Worth, Texas, for the purposes set forth in the accompanying notice. Only unitholdersUnitholders of record at the close of business on March 22, 2013 will be14, 2014 are entitled to notice of and to vote at the Meeting and any adjournments of the Meeting.

This proxy statement is furnished in connection with the solicitation by the Board of proxies from holders of our common units to be used at the Meeting, and at any and all adjournments thereof.of the Meeting. Proxies in the accompanying form, properly executed and returned to us, and not revoked, will be voted at the Meeting and any and all adjournments thereof.adjournments.

This proxy statement and the accompanying form of proxy are being sent on or about March 27, 2013,21, 2014, to unitholders of record as of March 22, 2013.14, 2014.

Changing or Revoking ProxyCHANGINGOR REVOKING PROXY

If a proxy in the accompanying form is executed and returned, it may nevertheless be revoked at any time before its use by giving written notice of revocation to our Secretary at our Pittsburgh address stated herein, by submitting a later dated proxy or by attending the Meeting and voting in person.

Common Units Outstanding and Entitled to Vote at the MeetingCOMMON UNITS OUTSTANDINGAND ENTITLEDTO VOTEATTHE MEETING

There were 51,370,56051,464,243 common units outstanding as of the March 22, 201314, 2014 record date. Each of those common units is entitled to one vote on each matter to be voted on at the Meeting.

If you own your common units indirectly through a broker or other holder of record, those units are held in “street name.” If your common units are held in street name, you are not a holder of record of those units and

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cannot vote them at the Meeting unless you have a legal proxy from the holder of record. If you plan to attend and vote your street-name units at the Meeting, you should request a legal proxy from your broker or other holder of record and bring it with you to the Meeting.

QuorumQUORUM

The presence in person or by proxy of holders of our outstanding common units representing not less than a majority of the outstanding common units will constitute a quorum. We will also treat as present for quorum purposes abstentions and common units held in street name that are represented by proxies at the Meeting, but that the broker fails to vote on one or more matters as a result of incomplete instructions from the beneficial owner of the common units.

Vote Required; Effect of Abstentions and Broker Non-VotesVOTE REQUIRED; EFFECTOF ABSTENTIONSAND BROKER NON-VOTES

Election of Directors.The affirmative vote of a plurality of the votes cast at the Meeting is required for the election of directors. A properly submitted proxy to “Withhold Authority” with respect to the election of one or more directors will not be voted with respect to the director or directors indicated, although it will be counted for purposes of determining whether or not there is a quorum.

Say on PayPay.. The proposal regarding Say on Pay is advisory and not binding on the Board or the Partnership. With respect to this proposal, the affirmative vote of the holders of a majority of the outstanding units entitled to vote and represented in person or by proxy will constitute the unitholders’ non-binding approval of this proposal.

Ratification of the selectionSelection of our independent registered public accounting firmIndependent Registered Public Accounting Firm.. The approval of the ratification of our independent registered public accountants for 20132014 requires an affirmative vote of the holders of a majority of the outstanding units entitled to vote and represented in person or by proxy.

Other ProposalsProposals.. For each other item, the affirmative vote (or a “FOR” vote) of the holders of a majority of the outstanding units entitled to vote and represented in person or by proxy with regard to such item will be required for approval.

A properly submitted proxy to “ABSTAIN” with respect to any such matter will not be voted, although it will be counted for purposes of determining the number of common units present and entitled to vote at the Meeting. For any matter requiring approval of a majority of the outstanding common units entitled to vote and represented in person or by proxy, an abstention will have the effect of a negative vote.

Under New York Stock Exchange (“NYSE”) rules, each of the above proposals, other than the ratification of the selection of ourthe independent registered public accounting firm, is considered a “non-routine” matter.This means that if you do not directly vote your units and you do not give your broker or nominee specific instructions as to how to vote your units, your broker or nominee does not have authority to vote your units with respect to such matters and your units will not be voted on such matters.The ratification of the selection of our independent registered public accounting firm is considered a “routine” matter under NYSE rules andrules; if you do not give your broker or nominee specific instructions as to how to vote your units, your broker has authority to vote those units for or against such matter.

Recommendations of our Board of DirectorsRECOMMENDATIONSOFOUR BOARDOF DIRECTORS

Unless you give other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board. The recommendations of the Board are set forth together with the description of each item in this proxy statement. In summary, the Board recommends a vote:

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With respect to any other matter that properly comes before the Meeting, it is the intention of the persons named as proxies to vote upon them in accordance with their best judgment of what they consider to be in our best interests.

Expenses and Manner of SolicitationEXPENSESAND MANNEROF SOLICITATION

We will bear the cost of soliciting proxies for the Meeting, including the cost of preparing, assembling and mailing this proxy statement and the accompanying form of proxy. Our directors, officers and employees may solicit proxies personally or by letter or telephone, but no director, officer, or employee will be specially compensated for soliciting such proxies. We expect to reimburse banks, brokers and other persons for their reasonable out-of-pocket expenses in handling proxy materials for beneficial owners of our common units.

No Appraisal RightsNO APPRAISAL RIGHTS

Unitholders who object to the proposals will not have appraisal, dissenters’ or similar rights under Delaware law.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTSecurity Ownership of Certain

Beneficial Owners and Management

The following table sets forth the number and percentage of common units owned, as of March 22, 2013,6, 2014, by (a) each person who, to our knowledge, is the beneficial owner of more than 5% of the outstanding common units, (b) each of our present directors and nominees, (c) each of our executive officers serving during the 20122013 fiscal year, and (d) all of our directors, nominees and executive officers as a group. This information is reported in accordance with the beneficial ownership rules of the Securities and Exchange Commission under which a person is deemed to be the beneficial owner of a security if that person has or shares voting power or investment power with respect to such security or has the right to acquire such ownership within 60 days. Common units issuable pursuant to options or warrants are deemed to be outstanding for purposes of computing the percentage of the person or group holding such options or warrants but are not deemed to be outstanding for purposes of computing the percentage of any other person. Unless otherwise indicated in footnotes to the table, each person listed has sole voting and dispositive power with respect to the securities owned by such person.

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PROPOSALProposal 1: ELECTION OF DIRECTORSElection of Directors

DIRECTOR NOMINATION PROCESS

The Nominating and Governance Committee of the Board identifies director nominees by first evaluating the current members of the Board willing to continue in service. Current members with skills and experience that are relevant to our business and are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of the Board with that of obtaining a new perspective. If any member of the Board does not wish to continue in service, or if the Nominating and Governance Committee or Board decides not to nominate a member for re-election, or if we decide to expand the Board, the Nominating and Governance Committee identifies the desired skills and experience of a new nominee consistent with the Nominating and Governance Committee’s criteria for Board service. Current members of the Board and management are polled for their recommendations. Research may also be performed or third parties retained to identify qualified individuals. To date, we have not engaged third parties to identify or evaluate potential nominees; however, we may in the future choose to do so.

The Nominating and Governance Committee has not adopted a formal policy with regard to the consideration of diversity in identifying director nominees. The Nominating and Governance Committee evaluates independent director candidates based upon a number of criteria, including:

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The Nominating and Governance Committee does not anticipate that it would evaluate director nominees recommended by a unitholder differently. For additional information about unitholder nominations, see “Unitholder Proposals or Director Nominations.”

NOMINEES

Proposal 1 is to elect the following persons to serve as our Class IIIII directors: Carlton M. Arrendell, Mark C. BidermanEdward E. Cohen and Jonathan Z. Cohen.Ellen F. Warren. Since no other nominations were timely made, no other nominees will be considered at the Meeting. The Board is divided into three classes with directors in each class serving three-year terms. The terms of directors in Class IIIII expire at the Meeting.

The persons named in the enclosed proxy intend, in the absence of a contrary direction, to vote for Messrs. Arrendell, BidermanMr. Cohen and J. Cohen as Class II directorsMs. Warren to serve for three-year terms expiring at the 20162017 annual meeting, or until their successors are elected or appointed. Should any nominee become unable or refuse to accept nomination or election as a Class II director, it is intended that the persons named as proxies will vote for the election of such other person as the Board may recommend. The Board knows of no reason why any nominee might be unable or refuse to accept nomination or election.

Information is set forth below regarding the principal occupation of each nominee and each of our other directors. There are no family relationships among the nominees and directors, except that Edward E. Cohen, Chief Executive Officer, President and Director, is the father of Jonathan Z. Cohen, Executive Chairman of the Board.

The Board unanimously recommends a vote “FOR” each of the nominees as Class III directors named in Proposal 1.

Nominees for Election for a Three-Year Term Expiring at the 2016 Annual Meeting:

Carlton M. Arrendell, 51, has served as a director since February 2011. Mr. Arrendell has been the Chief Investment Officer and a Vice President of Full Spectrum of NY LLC since May 2007. Prior to joining Full Spectrum, Mr. Arrendell served as a special consultant to the AFL-CIO Investment Trust Corporation following six years of service as Investment Trust Corporation’s Chief Investment Officer. Mr. Arrendell is a seasoned energy company director having previously served as a director of Atlas Energy, Inc. from February 2004 until February 2011 as well as the chair of its audit committee from 2004 to 2009. He is also an attorney admitted to practice law in Maryland and the District of Columbia. As a member of the National Association of Corporate Directors and a result of his legal background, Mr. Arrendell offers expertise in corporate governance matters. Mr. Arrendell brings over 25 years of business experience to the Board and his investment expertise is valuable to the Partnership andEdward E. Cohen, our subsidiaries in evaluating acquisitions being pursued. In addition, the Board benefits from his strong background in finance.

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Mark C. Biderman, 67, has served as a director since February 2011. Before that, he was a director of Atlas Energy, Inc. from July 2009 until February 2011. Mr. Biderman was Vice Chair of National Financial Partners Corp. (a publicly-traded financial services company) from September 2008 to December 2008. Before that, from November 1999 to September 2008, he was National Financial’s Executive Vice President and Chief Financial Officer. From May 1987 to October 1999, he served as Managing Director and Head of the Financial Institutions Group at CIBC World Markets Group (an investment banking firm) and its predecessor, Oppenheimer & Co., Inc. Mr. Biderman serves as a director and chair of the audit committee of Full Circle Capital Corporation (a publicly-traded investment company), as well as a member of its corporate governance and nominating committee, since August 2010. Mr. Biderman serves as a director, and chair of the compensation committee of Apollo Commercial Real Estate Finance, Inc. (a publicly-traded commercial real estate finance company) as well as a member of its audit committee, since November 2010. He also serves as a director and chair of the audit committee and as a member of the nominating and corporate governance committee of Apollo Residential Mortgage, Inc. (a publicly-traded residential real estate finance company and an affiliate of Apollo Commercial Real Estate Finance, Inc.) since July 2011. Mr. Biderman is a Chartered Financial Analyst. Mr. Biderman brings extensive financial expertise to the Board as well as to the Audit Committee. Mr. Biderman brings over 40 years of business and financial experience to the Board, including his service as a chief financial officer for over eight years. Mr. Biderman also brings more than seven years of collective service on various boards of directors as well as his service on the audit committees of three other companies. In addition, the Board benefits from his business acumen and valuable financial experience.

Jonathan Z. Cohen, 42, has served as the Executive Chair of the Board of our general partner since January 2012. Before that, he served as Chair of the Board of our general partner from February 2011 until January 2012 and as Vice Chair of the Board of our general partner from its formation in January 2006 until February 2011. Mr. Cohen has served as chair of the executive committee of our general partner since 2006. Mr. Cohen was the Vice Chair of the Board of Atlas Energy, Inc. from its incorporation in September 2000 until the consummation of the Chevron Merger in February 2011. Mr. Cohen has been the Executive Vice Chair of the managing board of Atlas Pipeline Partners GP, LLC (“Atlas Pipeline GP”) since its formation in 1999 and Vice Chair of the board of Atlas Resource Partners GP, LLC (“Atlas Resource GP”) since February 2012, both of which are our wholly-owned subsidiaries. Mr. Cohen was the Vice Chair of the board of Atlas Energy Resources, LLC and its manager, Atlas Energy Management, Inc. from their formation in June 2006 until the consummation of the Chevron Merger in February 2011. Mr. Cohen has been a senior officer of Resource America, Inc. (a publicly-traded specialized asset management company) since 1998, serving as the Chief Executive Officer since 2004,and President since 2003 and a director since 2002. Mr. Cohen has been Chief Executive Officer, President and a director of Resource Capital Corp. (a real estate investment trust that is externally managed by Resource America, Inc.) since its formation in 2005. Mr. Cohen is a son of Edward E. Cohen.

Mr. Cohen’s extensivestrong financial and energy industry experience, along with his deep knowledge of the Partnershipour company resulting from his long length of servicetenure with the Partnershipus and itsour predecessors, as well as his strong financial and industry experience, allow himenables Mr. Cohen to contributeprovide valuable perspectives on many issues facing the Partnership.our company. Mr. Cohen’s service on the Board creates an important link between management and the Board and provides the Partnershipour company with decisive and effective leadership. Mr. Cohen’s involvement withextensive experience in founding, operating and managing public and private entitiescompanies of varying size and complexity and focus and raising debt and equity for such entities providesenables him with extensive experience and contacts that areto provide valuable expertise to the Partnership.our company. Additionally, among the reasons for his appointment as a director, Mr. Cohen’s financial, business, operational and energy experience as well asCohen brings to the Board the vast experience that he has accumulated through his activities as a financier, investor and investor, add strategic vision to our Board to assist with our growth, operations and development.operator in various parts of the country. These diverse experiences have enabled Mr. Cohen is able to draw upon these diverse experiencesbring unique perspectives to provide guidance and leadershipthe Board, particularly with respect to exploration and production operations, capitalbusiness management, financial markets and corporate financefinancing transactions and corporate governance issues.

Continuing Directors to Serve until the 2014 Annual Meeting:

Edward E.Mr. Cohen, 74,75, has served as our Chief Executive Officer and President since February 2011. Mr. Cohen was the Chair of the Board of our general partnerGeneral Partner from its formation in January 2006 until February 2011. Mr. Cohen served as the Chief Executive Officer of our general partnerGeneral Partner from its formation in January 2006

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until February 2009. Mr. Cohen has served on the executive committee of our general partnerGeneral Partner since 2006. Mr. Cohen also was the Chair of the Board and Chief Executive Officer of Atlas Energy, Inc. (formerly known as Atlas America, Inc.) from its organization in 2000 until the consummation of the Chevron Merger in February 2011 (the “Chevron Merger”) and also served as its President from September 2000 to October 2009. Mr. Cohen has been the Executive Chair of the managing board of Atlas Pipeline Partners GP, our wholly-owned subsidiary,LLC (“Atlas Pipeline GP”), since its formation in 1999. Mr. Cohen was the Chief Executive Officer of Atlas Pipeline GP from 1999 to January 2009. Mr. Cohen has served as Chair of the board and Chief Executive Officer of Atlas Resource Partners GP, our wholly-owned subsidiary,LLC (“Atlas Resource GP”) since February 2012. Mr. Cohen was the Chair of the Board and Chief Executive Officer of Atlas Energy Resources, LLC and its manager, Atlas Energy Management, Inc. from their formation in June 2006 until the consummation of the Chevron Merger in February 2011. In addition, Mr. Cohen has been

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Chair of the boardBoard of directorsDirectors of Resource America, Inc. (a publicly-traded specialized asset management company) since 1990 and was its Chief Executive Officer from 1988 until 2004, and President from 2000 until 2003; memberChair of the boardBoard of Resource Capital Corp. (a publicly-traded real estate investment trust that is externally managed by Resource America, Inc.)trust) since its formation in September 2005 and chair of its board from September 2005 until November 2009;2009 and chaircurrently serves on its board; and Chair of the Board of Brandywine Construction & Management, Inc. (a property management company) since 1994. Mr. Cohen is the father of Jonathan Z. Cohen. Mr. Cohen has been active in the energy business for over 30 years. Mr. Cohen’s strong financial

Ellen F. Warren, Founder and energy industry experience, along with his deep knowledgePresident of OutSource Communications

As a member of the Partnership resulting from his long tenure with the PartnershipNational Association of Corporate Directors, Ms. Warren offers expertise in corporate governance matters. Ms. Warren has extensive public relations, corporate communications and its predecessors, enables Mr. Cohenmarketing experience, having founded and led various marketing communications firms and is uniquely positioned to provide valuable perspectives on many issues facing the Partnership. Mr. Cohen’s service on the Board creates an important link between management and the Board and provides the Partnership with decisive and effective leadership. Mr. Cohen’s extensive experience in founding, operating and managing public and private companies of varying size and complexity enables him to provide valuable expertise to the company. Additionally, among the reasons for his appointment as a director, Mr. Cohen bringsleadership to the Board the vast experience that he has accumulated through his activities as a financier, investorin public relations and operator in various parts of the country. These diverse experiences have enabled Mr. Cohen to bring unique perspectivescommunications matters. Ms. Warren brings valuable management, communication, community involvement and leadership skills to the Board, particularly with respect to business management, financial markets and financing transactions and corporate governance issues.Board.

Ellen F.Ms. Warren, 56,57, has served as a director since February 2011. Before that, she was a director of Atlas Energy, Inc. from September 2009 until February 2011. She is founder and President of OutSource Communications, a marketing communications firm that services corporate and nonprofit clients. Prior to founding OutSource Communications in August 2005, she was President of Levy Warren Marketing Media, a public relations and marketing firm she co-founded in March 1998. She was previously Vice President of Marketing/Communications for Jefferson Bank (a Philadelphia-based financial institution) from September 1992 to February 1998, and President of Diversified Advertising, Inc. (an advertising and marketing firm) from December 1984 to September 1992, where she provided marketing services to various industries, including the energy industry. Ms. Warren is a seasoned energy company director having served as an independent member of the board of Atlas Energy Resources, LLC from December 2006 until September 2009, where she chaired a special committee, and later on the board of Atlas Energy, Inc. Ms. Warren serves as Chairchair of the General Partner’s Compensation Committee. As a member of the National Association of Corporate Directors, Ms. Warren offers expertise in corporate governance matters. Ms. Warren has extensive public relations, corporate communications and marketing experience, having founded and led various marketing communications firms and is uniquely positioned to provide leadership to the Board in public relations and communications matters. Ms. Warren brings valuable management, communication, community involvement and leadership skills to the Board.

CONTINUING DIRECTORS

Continuing Directors to ServeServing until the 2015 Annual Meeting:Meeting

Dennis A. Holtz, 72,73, has served as a director since February 2011. Before that, he was a director of Atlas Energy, Inc. from February 2004 to February 2011. Mr. Holtz maintained a corporate and real estate law practice in Philadelphia and New Jersey from 1988 until his retirement in January 2008. During that period, Mr. Holtz was counsel for or corporate secretary of numerous private and public business entities and this extensive

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experience with corporate governance issues was the reason he was chosen as Chairchair of the Nominating and Governance Committee. As a licensed attorney with 48 years of business experience, Mr. Holtz offers a unique and invaluable perspective into corporate governance matters, as a licensed attorney with 47 years of business experience.matters. Additionally, Mr. Holtz has extensive knowledge of the energy industry, having served as a director of former affiliated companies for nine years.

William G. KarisWalter C. Jones, 64,51, has served as a director since January 2006. Mr. Karis has beenOctober 2013. From April 2010 to October 2013, Ambassador Jones served as the principal of KarisUnited States Executive Director and Associates, LLC (a consulting company that provides financial and consulting servicesChief-of-Mission to the coal industry) since 1997.African Development Bank in Tunis, Tunisia, having been nominated for the position by President Barack Obama in 2009 and confirmed by the United States Senate in 2010. In that position, he represented the United States on the African Development Bank’s Board of Directors, and served as chair of the bank’s audit committee and vice-chair of both the ethics and development effectiveness committees. From June 2005 until May 2007, Ambassador Jones served as the Head of Private Equity and General Counsel at GRAVITAS Capital Advisors, LLC (an independent advisory firm). From May 1994 to May 2005, and then again from September 2007 until April 2010, Ambassador Jones was at the Overseas Private Investment Corporation, where he served as Manager for Asia, Africa, the Middle East, Latin America and the Caribbean, as well as a Senior Investment Officer in the Finance Department. Prior to that, Mr. Karis servedAmbassador Jones was an International Consultant at the Washington, D.C. firm of

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Neill & Co. Ambassador Jones began his career at the law firm of Sidley & Austin where he was a transactions attorney specializing in various positions at CONSOL Inc. (now CONSOL Energy Company) from 1976 to 1997, culminating in his service as President and CEO from January 1995 to September 1997. Mr. Karisleveraged buyouts. Ambassador Jones is a member of the boards of directorsseasoned energy company director, having previously served as a director and is chair of the audit committee of Atlas Energy Resources, LLC from December 2006 until September 2009 and finance committeesa director of Blue DanubeAtlas Energy, Inc. from September 2009 until March 2010. Ambassador Jones’ combination of private and Greenbrier Minerals, LLC. Mr. Karis has more than 40 years of experience in the energy industry and has acquired a wealth of knowledge regarding the natural resources industry and the challenges and risks it faces. Mr. Karis has extensive knowledge of the Partnership resulting from his seven years of service as a director. Mr. Karis serves as the Chair of our General Partner’s Investment Committee. Mr. Karis also brings valuable management insight in various areas based on hispublic sector experience, as well as his international work, has afforded him a chief executive officer.unique combination of management and leadership experience. In addition, the Board benefits from his investinginvestment and transaction experienceexpertise as well as his energy industry insight andvaluable financial experience.

Harvey G. MagarickJeffrey F. Kupfer, 73,46, has served as a director since March 2014. Mr. Kupfer is currently the Bernard Schwartz Fellow with the Asia Society, a non-profit, non-partisan global institution. He is also an Adjunct Professor of Policy and Management at Carnegie Mellon University’s H. John Heinz III College. From February 2011 to January 2006.2014, Mr. MagarickKupfer served as a senior advisor for policy and government affairs at Chevron and from September 2009 to February 2011, Mr. Kupfer served as a Senior Vice President at Atlas Energy, Inc. Before that, Mr. Kupfer held a number of high level positions in the U.S. Department of Energy. From March 2008 to January 2009, he was the Acting Deputy Secretary and Chief Operating Officer and from October 2006 to March 2008, he was the Chief of Staff. Mr. Kupfer also worked in the White House as a Special Assistant to the President for Economic Policy in 2006, as the Executive Director of the President’s Panel on Federal Tax Reform in 2005, and as Deputy Chief of Staff at the U.S. Treasury Department from 2001 to 2005. Mr. Kupfer brings to the Board extensive experience in the energy industry, as well his perspective as a former senior official in the U.S. government, which the Board views as complementary to the industry perspective of other Board members.

Directors Serving until the 2016 Annual Meeting

Carlton M. Arrendell, 52, has maintained his own consulting practiceserved as a director since June 2004. From 1997February 2011. Mr. Arrendell has been the Chief Investment Officer and a Vice President of Full Spectrum of NY LLC since May 2007. Prior to 2004,joining Full Spectrum, Mr. Magarick wasArrendell served as a partner at BDO Seidman (a national accounting firm).special consultant to the AFL-CIO Investment Trust Corporation following six years of service as Investment Trust Corporation’s Chief Investment Officer. Mr. MagarickArrendell is a memberseasoned energy company director, having previously served as a director of the board of trustees of the HC Capital Trust (an investment fund) and has beenAtlas Energy, Inc. from February 2004 until February 2011 as well as the chair of its audit committee since 2004.from 2004 to 2009. He is also an attorney admitted to practice law in Maryland and the District of Columbia. As a member of the National Association of Corporate Directors and a result of his legal background, Mr. MagarickArrendell offers expertise in corporate governance matters. Mr. Arrendell brings a strong accounting backgroundover 25 years of business experience to the Board, and his investment expertise is valuable to our company and our subsidiaries in evaluating acquisitions being pursued. In addition, the Board benefits from his strong background in finance.

Mark C. Biderman, 68, has served as a “financial expert”director since February 2011. Before that, he was a director of Atlas Energy, Inc. from July 2009 until February 2011. Mr. Biderman was Vice Chair of National Financial Partners Corp. (a publicly-traded financial services company) from September 2008 to December 2008. Before that, from November 1999 to September 2008, he was National Financial’s Executive Vice President and Chief Financial Officer. From May 1987 to October 1999, he served as Managing Director and Head of the Financial Institutions Group at CIBC World Markets Group (an investment banking firm) and its predecessor, Oppenheimer & Co., Inc. Mr. Biderman has served as a director and chair of the audit committee of Full Circle Capital Corporation (a publicly-traded investment company), as well as a member of its corporate governance and nominating committee, since August 2010. Mr. Biderman serves as a director, and chair of the compensation committee of Apollo Commercial Real Estate Finance, Inc. (a publicly-traded commercial real estate finance company) as well as a member of its audit committee, since November 2010. He has also served as a director and chair of the audit committee and as a member of the nominating and corporate governance committee of Apollo Residential Mortgage, Inc. (a publicly-traded residential real estate finance company) since July 2011. Mr. Biderman is a Chartered Financial Analyst. Mr. Biderman brings extensive financial expertise to the Board as well as to the Audit Committee, on which he serves as chair and as a “audit committee financial expert”. Mr. Biderman brings over 40 years’ of business and financial experience to the Board, including his service as a chief financial officer for over eight years. Mr. Biderman also brings more than eight years of collective service

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on various boards of directors as well as his service on the audit committees of three other companies. In addition, the Board benefits from his business acumen and valuable financial experience.

Jonathan Z. Cohen, 43, has served as the Executive Chair of the Board of our Audit Committee.General Partner since January 2012. Before that, he served as Chair of the Board of our General Partner from February 2011 until January 2012 and as Vice Chair of the Board of our General Partner from its formation in January 2006 until February 2011. Mr. MagarickCohen has served as chair of the executive committee of our General Partner since 2006. Mr. Cohen was the Vice Chair of the Board of Atlas Energy, Inc. from its incorporation in September 2000 until the consummation of the Chevron Merger in February 2011. Mr. Cohen has been the Executive Vice Chair of the managing board of Atlas Pipeline GP since its formation in 1999, and Vice Chair of the Board of Atlas Resource GP since February 2012, both of which are our wholly-owned subsidiaries. Mr. Cohen was the Vice Chair of the Board of Atlas Energy Resources, LLC and its manager, Atlas Energy Management, Inc., from their formation in June 2006 until the consummation of the Chevron Merger. Mr. Cohen has been a senior officer of Resource America, Inc. (a publicly-traded specialized asset management company) since 1998, serving as the Chief Executive Officer since 2004, President since 2003 and a director since 2002. Mr. Cohen has been Chief Executive Officer, President and a director of Resource Capital Corp. since its formation in 2005. Mr. Cohen is a son of Edward E. Cohen. Mr. Cohen’s extensive knowledge of our company resulting from his seven yearslong service with our company and our predecessors, as well as his strong financial and industry experience, allow him to contribute valuable perspectives on many issues facing our company. Mr. Cohen’s service on the Board creates an important link between management and the Board, and provides our company with decisive and effective leadership. Mr. Cohen’s involvement with public and private entities of servicevarying size, complexity and focus, and raising debt and equity for such entities, provides him with extensive experience and contacts that are valuable to our company. Additionally, among the reasons for his appointment as a director. Having serveddirector, Mr. Cohen’s financial, business, operational and energy experience, as well as the experience that he has accumulated through his activities as a partner at BDO Seidmanfinancier and dueinvestor, add strategic vision to his experience as chair of an investment fund’s audit committee for the past eight years,Board to assist with our growth, operations and development. Mr. Magarick has developed a wealth of financial knowledgeCohen is able to draw upon these diverse experiences to provide guidance and leadership with respect to the oversight of (i) the preparation of consolidated financial statements, (ii) internal audit functionsexploration and (iii) public accountants, skills which are critical to our companyproduction operations, capital markets and particularly our audit committee. Mr. Magarick’s accounting experience is critical to understanding the varied issues that face us. In addition, Mr. Magarick’s wealth ofcorporate finance transactions and accounting experience enable him to provide guidance with respect to accounting matters and financing transactions.corporate governance issues.

We have assembled a board of directorsBoard of our General Partner comprised of individuals who bring diverse but complementary skills and experience to oversee our business. Our directors collectively have a strong background in energy, finance, law, marketing, accounting and management. Based upon the experience and attributes of the directors discussed herein, the Board determined that each of the directors should, as of the date hereof, serve on the Board.

NON-DIRECTOR PRINCIPAL OFFICERSNON-DIRECTOR PRINCIPAL OFFICERS

Sean P. McGrath,, 41, 42, has been our Chief Financial Officer of our General Partner since February 2011. Before that he was the Chief Accounting Officer of Atlas Energy, Inc. and the Chief Accounting Officer of Atlas Energy Resources, LLC from December 2008 until February 2011. Mr. McGrath has served as the Chief Financial Officer of Atlas Resource GP since February 2012, and served as the Chief Accounting Officer of our General Partner from January 2006 until November 2009, and as the Chief Accounting Officer of Atlas Pipeline GP from May 2005 until November 2009. Mr. McGrath was the Controller of Sunoco Logistics Partners L.P., a (a publicly-traded partnership that transports, terminals and stores refined products and crude oil,oil) from 2002 to 2005. Mr. McGrath is a Certified Public Accountant.

Matthew A. Jones, 51,52, has been Senior Vice President of our General Partner and President of our exploration and production division since February 2011, and served as Chief Operating Officer of our exploration and production division sincefrom February 2011.2011 until October 2013. Before that, he was the Chief Financial Officer of Atlas Energy, Inc. from March 2005 and an Executive Vice President from October 2009

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until February 2011. Mr. Jones has been the President and Chief Operating Officer and a director of Atlas Resource Partners GP since March 2012 and its Chief Operating Officer from March 2012 until October 2013, and was the Chief Financial Officer

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of Atlas Energy Resources, LLC and Atlas Energy Management, Inc. from their formation in June 2006 until the consummation of the Chevron Merger in February 2011. Mr. Jones served as the Chief Financial Officer of our general partnerGeneral Partner from January 2006 until September 2009 and as a member of the Board from February 2006 until February 2011. Mr. Jones was the Chief Financial Officer of Atlas Pipeline GP from March 2005 to September 2009. From 1996 to 2005, Mr. Jones worked in the Investment Banking Group at Friedman Billings Ramsey, concluding as Managing Director. Mr. Jones worked in Friedman Billings Ramsey’s Energy Investment Banking Group from 1999 to 2005. Mr. Jones served as a director of our general partner from February 2006 to February 2011. Mr. Jones is a Chartered Financial Analyst.

Eugene N. Dubay, 64,65, has been our Senior Vice President of Midstream of our General Partner since February 2011. Before that, he was the Chief Executive Officer and President and a director of our general partnerGeneral Partner from February 2009 until February 2011. Mr. Dubay has been President and Chief Executive Officer of Atlas Pipeline GP since January 2009.2009, and was its President from January 2009 until October 2013. Mr. Dubay has served as a member of the managing board of Atlas Pipeline GP since October 2008, where he served as an independent member until his appointment as President and Chief Executive Officer. Mr. Dubay has been the President of Atlas Pipeline Mid-Continent, LLC since January 2009. Mr. Dubay was the Chief Operating Officer of Continental Energy Systems LLC, the parent of SEMCO Energy, from 2002 to January 2009. Mr. Dubay has also held positions with ONEOK, Inc. and Southern Union Company, and has over 20 years ofyears’ experience in midstream assets and utilities operations, strategic acquisitions, regulatory affairs and finance.

Daniel C. Herz, 37, has served as Senior Vice President of Corporate Development and Strategy of our General Partner since February 2011. Before that, he was Senior Vice President of Corporate Development of Atlas Energy, Inc. and Atlas Energy Resources, LLC from August 2007 until February 2011. Mr. Herz has served as Senior Vice President of Corporate Development and Strategy of Atlas Resource GP since March 2012. Mr. Herz has been Senior Vice President of Corporate Development of Atlas Pipeline Partners GP, LLC since August 2007. Before that, Mr. Herz was Vice President of Corporate Development of Atlas Energy, Inc. and Atlas Pipeline Partners GP, LLC from December 2004 and of Atlas Energy’s general partner from January 2006. Prior to joining Atlas Energy, Inc. and Atlas Pipeline Partners GP, LLC, Mr. Herz was an investment banker with Banc of America Securities from 1999 to 2003.

Freddie M. Kotek, 57,58, has been our Senior Vice President of the Investment Partnership Division of our General Partner since February 2011. Before that, he was the Executive Vice President of Atlas Energy, Inc. from February 2004 until February 2011 and served as a director from September 2001 until February 2004. Mr. Kotek has been Senior Vice President of Atlas Resource Partners GP LLC since March 2012, and Chairman of Atlas Resources, LLC since September 2001. He has also served as Chief Executive Officer and President of Atlas Resources LLC since January 2002. Mr. Kotek served as Atlas Energy, Inc.’s Chief Financial Officer from February 2004 until March 2005. Mr. Kotek was a Senior Vice President of Resource America Inc. from 1995 until May 2004 and President of Resource Leasing, Inc. (a wholly-owned subsidiary of Resource America, Inc.)America) from 1995 until May 2004.

Lisa Washington, 45,46, has been our Vice President, Chief Legal Officer and Secretary of our General Partner since February 2011. Ms. Washington has been the Chief Legal Officer and Secretary of Atlas Resource GP since February 2012.2012 and a Senior Vice President since October 2013. Ms. Washington served as Chief Legal Officer and Secretary of our General Partner from January 2006 to October 2009 and as a Senior Vice President of our General Partner from October 2008 to October 2009. Ms. Washington served as Chief Legal Officer and Secretary of Atlas Pipeline GP from November 2005 to October 2009, a Senior Vice President from October 2008 to October 2009 and a Vice President from November 2005 until October 2008. Ms. Washington served as Chief Legal Officer and Secretary of Atlas Energy, Inc., from November 2005 until February 2011, a Senior Vice President from October 2008 until February 2011 andand. a Vice President from November 2005 until October 2008. Ms. Washington served as Chief Legal Officer and Secretary of Atlas Energy Resources, LLC from 2006 until February 2011, a Senior Vice President from July 2008 until February 2011 and a Vice President from 2006 until July 2008. From 1999 to 2005, Ms. Washington was an attorney in the business department of the law firm of Blank Rome LLP.

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Jeffrey M. Slotterback, 30,31, has been our Chief Accounting Officer of our General Partner since March 2011. Mr. Slotterback has also been the Chief Accounting Officer of Atlas Resource GP since March 2012. Mr. Slotterback served as the Manager of Financial Reporting for Atlas Energy, Inc. from July 2009 until February 2011 and then served as the Manager of Financial Reporting for our General Partner from February 2011 until March 2011. Mr. Slotterback served as Manager of Financial Reporting for both our General Partner and Atlas Pipeline GP from May 2007 until July 2009. Mr. Slotterback was a Senior Auditor at Deloitte and Touche, LLP from 2004 until 2007, where he focused on energy and health care clients. Mr. Slotterback is a Certified Public Accountant.

DIRECTOR COMPENSATION

Our General Partner does not pay additional remuneration to officers or employees who also serve as Board members. In 2013, the annual retainer for non-employee directors was comprised of $75,000 in cash and an annual grant of phantom units with DERs issued under our Long-Term Incentive Plans having a fair market value of $125,000. Chairs of the Nominating and Governance Committee and the Investment Committee receive an additional retainer of $7,500, the chair of the Compensation Committee receives an additional retainer of $10,000 and the chair of the Audit Committee receives an additional retainer of $25,000, which was increased from $15,000 in October 2013.

2013 DIRECTOR COMPENSATION TABLE

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PROPOSALProposal 2: ADVISORY VOTE ONAdvisory Vote on

EXECUTIVE COMPENSATIONExecutive Compensation

The Dodd-Frank Wall Street Reform and Consumer ProtectionSection 14A of the Securities Exchange Act enacted in July 2010,of 1934, as amended, requires the Board to provide our unitholders with the opportunity to vote, on a non-binding, advisory basis, on the compensation of our Named Executive Officers (“NEOs”) as set forth in this proxy statement in accordance with the compensation disclosure rules of the SEC. This proposal is also referred to as the Say“Say on PayPay” vote. The first such vote was received by the Partnershipheld at itsour annual meeting in April 2012, at which timewhen a majority of unitholders also voted in favor of the submission of the Say on Pay vote annually. Therefore, the next such Say on Pay advisory vote will occur at our 20142015 annual meeting.

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At our 20122013 annual meeting, approximately 96%88% of the votes cast approved the 20112012 executive compensation program. The Compensation Committee and the Board believe the results of the Say on Pay vote reflect the Partnership’s unitholders’ affirmation of the executive compensation program.

We urge you to consider the various factors regarding our executive compensation program, policies and practices as detailed under the heading “Compensation Discussion and Analysis.” As discussed at length in the Compensation Discussion and Analysis,that section, we believe that our executive compensation program is competitive and governed by pay-for-performance principles. We emphasize compensation opportunities that reward results. Our use of equity-based incentives reinforces the alignment of the interests of our General Partner’s executives with those of our long-term unitholders. In doing so, our executive compensation program supports our strategic objectives and mission.

This vote is non-binding; however, we highly value the opinions of our unitholders. Accordingly, as in 2012,2013, the Board and the Compensation Committee will take the results of this advisory vote into consideration with respect to future executive compensation decisions.

For the reasons set forth above, the Board unanimously recommends that you vote “FOR” the following resolution:

“RESOLVED, that the compensation paid to the NEOs, as disclosed pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby approved.”

PROPOSALProposal 3: RATIFICATION OF APPOINTMENT OF THERatification of Appointment of the

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMIndependent Registered Public Accounting Firm

Our independent registered public accountants for the fiscal year ended December 31, 2012 was Grant Thornton LLP. Upon the recommendation of the Audit Committee, approved by the Board, Grant Thornton LLP served as our independent auditors during fiscal year 2012.2013. Grant Thornton LLP has been re-appointed as our independent auditors for fiscal year 2013.2014. Although we are not required to seek unitholder ratification of this appointment, the Audit Committee and the Board believe it to be a matter of good corporate governance to do so. We anticipate that a representative of Grant Thornton LLP will be present at the Meeting, will have the opportunity to make a statement if they desirehe or she desires to do so, and will be available to respond to appropriate questions.

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For the years ended December 31, 20122013 and 2011,2012, the accounting fees and services (in thousands) charged by Grant Thornton, LLP, our independent auditors, were as follows:

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The Audit Committee, on at least an annual basis, reviews audit and non-audit services performed by Grant Thornton LLP as well as the fees charged by Grant Thornton LLP for such services. Our policy is that all audit and non-audit services must be pre-approved by the Audit Committee. All of such services and fees were pre-approved during 20122013 and 2011.2012.

If our unitholders do not ratify the selection of Grant Thornton LLP, the selection of independent auditors will be reconsidered by the Audit Committee.

The Board unanimously recommends a vote “FOR” the following proposal:

“RESOLVED, that action by the Audit Committee appointing Grant Thornton LLP as the Partnership’s independent registered public accounting firm to conduct the annual audit of the financial statements of the Partnership and its subsidiaries for the fiscal year ending December 31, 2013,2014 is hereby ratified, confirmed and approved.”

GOVERNANCE MATTERSGovernance Matters

General BackgroundGENERAL BACKGROUND

TheOur General Partner manages our operations and activities on our behalf. The Partnership Agreement provides that an annual meeting of the limited partners for the election of directors to the Board and other matters that the Board submits to a vote of the limited partners will be held at such date and time as may be fixed from time to time by the General Partner. At each annual meeting, the limited partners entitled to vote thereon will vote as a single class for the election of directors to the Board, and the limited partners entitled to vote thereon will elect, by a plurality of the votes cast at such meeting, persons to serve on the Board who are nominated in accordance with the provisions of the Partnership Agreement.

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The BoardTHE BOARD

The Board currently has eight members designated as follows:

Board Leadership

Jonathan Z. Cohen serves as the Executive Chairman of the Board and Edward E. Cohen serves as the Chief Executive Officer and President of our General Partner. The Board believes that the most effective leadership

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structure at the present time is for separation of theto have separate Executive Chairman of the Board from the Chief Executive Officer position.positions because it benefits from having two strong voices bringing separate views and perspectives to its considerations. The Chief Executive Officer and the Executive Chairman of the Board are in constant contact and serve together as theour executive committee of the Partnership.committee.

Director Independence

The NYSE rules do not require the boards of directors of publicly traded limited partnerships to be made up of a majority of independent directors. However, with the exception of Messrs. E. Cohen and J. Cohen, all of our directors are independent and meet the independence requirements of the NYSE. To be considered an independent director under the NYSE listing standards, the Board must affirmatively determine, after recommendation by the Nominating and Governance Committee and after due deliberation, that a director has no material relationship with us. In making this determination, the Board: (i) adheres to all of the specific tests for independence included in the NYSE listing standards, and (ii) considers all other facts and circumstances it deems necessary or advisable and any standards of independence as may be established by the Board from time to time. The Board previouslyhas determined and has affirmed that the following members of the Board are independent: Mr. Arrendell, Mr. Biderman, Mr. Holtz, Mr. Karis,Jones, Mr. MagarickKupfer and Ms. Warren.

Meetings of the Board

During the year ended December 31, 2012,2013, the Board had 1012 regularly scheduled and special meetings. There was 100% attendance at the meetings of the Board and its committees except for twofour Board meetings in which seven of the eight directors attended.

Attendance at Annual Meetings

The Board does not have a policy with respect to Board members’ attendance at annual meetings. All of the directors attended last year’s annual meeting of unitholders, and we anticipate that all of them will attend the Meeting.

Unitholder Communications with the Board

Interested parties wishing to communicate directly with the non-management directors may contact the chairman of the Audit Committee, Harvey Magarick.Mark C. Biderman. Correspondence to Mr. MagarickBiderman should be marked “Confidential” and sent to Mr. Magarick’sBiderman’s attention, c/o Atlas Energy, L.P., 1845 Walnut Street, 10th Floor, Philadelphia, PA 19103.

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Role in Risk OversightROLEIN RISK OVERSIGHT

General

The Board’s role in risk oversight recognizes the multifaceted nature of risk management. The Board has empowered several Board committees with aspects of risk oversight. We administer our risk oversight function through our Audit Committee and the Atlas Resource Partners, L.P. (“ARP”) and Atlas Pipeline Partners, L.P.’s (“APL”)APL environmental, health and safety committees. The Audit Committee monitors material enterprise risks and, in order to assist in its oversight function, it oversaw the creation of the enterprise risk management committee consisting of senior officers from our various divisions that are responsible for day-to-day risk oversight. It meets with the members of the enterprise risk management committee as needed to discuss our risk management framework and related areas. The Audit Committee also reviews any major transactions or decisions affecting our risk profile or exposure, and reviews with counsel legal compliance and legal matters that could have a significant impact on our financial statements. Our Audit Committee also oversees our internal audit function, and is responsible for monitoring the integrity and ensuring the transparency of our financial reporting processes and systems of internal controls

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regarding finance, accounting and regulatory compliance. The Audit Committee incorporates its risk oversight function into its regular reports to the Board. The environmental, health and safety committees of ARP and APL assist in determining whether appropriate policies and management systems are in place with respect to environment, health and safety and related matters and monitor and review compliance with applicable environmental, health and safety laws, rules and regulations. Our subsidiaries’ environmental, health and safety committees review actions taken by management with respect to deficiencies identified or improvements recommended.

In addition to our Audit Committee and subsidiaries’ environmental, health and safety committees’ role in overseeing risk management, our full Board regularly engages in discussions of the most significant risks that we face and how these risks are being managed. Our General Partner’s senior executives provide the Board and its committees with regular updates about our strategies and objectives, and the risks inherent withinwith them, at Board and committee meetings and in regular reports. Board and committee meetings also provide a venue for directors to discuss issues of concern with management. The Board and committees call special meetings when necessary to address specific issues or matters that should be addressed before the next regularly scheduled meeting. In addition, our directors have access to our management at all levels to discuss any matters of interest, including those related to risk. Those members of management most knowledgeable of the issues attend Board meetings to provide additional insight into items being discussed, including risk exposures.

Compensation Programs

Our compensation policies and programs are intended to encourage our employees to remain focused on both our short-term and long-term goals. For example, our equity awards often vest 25% on the third anniversary and 75% on the fourth anniversary of the date of grant.over a three or four year period. We believe this practice encourages our employees to focus on sustained unit price appreciation, thus limiting the potential of our executives to engage in excessive risk-taking. Annual incentives are intended to tie a significant portion of each of the NEO’s compensation to our annual performance and/or that of the subsidiaries or divisions for which the officer is responsible. We believe that our focus on revenue growth and distributable cash flow in making incentive bonus awards and unit price performance in granting equity awards provides a check on excessive risk-taking. In addition, our Clawback Policy allows us to recoup any excess incentive compensation paid to our NEOs if the financial results on which the awards were based are materially restated due to fraud, illegal or intentional misconduct or gross negligence of the executive officer. Our Code of Business Conduct and Ethics, which applies to all officers and directors, further seeks to mitigate the potential for inappropriate risk-taking. We also prohibit hedging transactions involving our units so our officers and directors cannot insulate themselves from the effects of our unit price performance.

The Compensation Committee, together with senior management, also reviews compensation programs and benefits plans affecting employees generally (in addition to those applicable to our executive officers), and we have concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on theour company. We also believe that our incentive compensation arrangements provide incentives that do not encourage risk-taking beyond our ability to effectively identify and manage significant

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risks; are compatible with effective internal controls and our risk management practices; and are supported by the oversight and administration of the Compensation Committee with regard to executive compensation programs.

Board CommitteesBOARD COMMITTEES

The Board has four standing committees:

Audit Committee.The principal functions of the Audit Committee are to assist the Board in monitoring the integrity of our financial statements, the independent auditor’s qualifications and independence, the performance of our independent auditors and our compliance with legal and regulatory requirements. The Audit Committee reviews the scope and effectiveness of audits by the independent accountants, is responsible for the engagement of independent accountants and reviews the adequacy of our internal controls. The Audit Committee held six

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10 meetings during fiscal 2012.2013. All of the members of the Audit Committee are independent directors as defined by NYSE rules. The members of the Audit Committeeaudit committee are Mr. Karis,Biderman, Mr. BidermanArrendell and Mr. Magarick,Jones, with Mr. MagarickBiderman acting as the chairman. The Board has determined that Mr. MagarickBiderman is an “audit committee financial expert,” as defined by SEC rules. Prior to Mr. Magarick’s resignation from the Board in April 2013, he served as chair of the Audit Committee as well as the “audit committee financial expert.” Mr. Biderman serves on the audit committees of three other public companies, two of which are affiliates of each other. The Board has determined that Mr. Biderman’s simultaneous service on these other audit committees will not impair his ability to serve effectively on the Audit Committee. The Board previously adopted a written charter for the Audit Committee, a current copy of which is available on our web site atwww.atlasenergy.com.

Compensation Committee.The principal functions of the Compensation Committee are to assist the Board in carrying out its responsibilities with respect to compensation. In particular, the Compensation Committee evaluates the compensation paid or payable to the chief executive officer and other named executive officers of our General Partner. The Compensation Committee reviews compensation paid or payable under employee qualified benefit plans, employee stock option and restricted stock option plans, under individual employment agreements, and executive compensation and bonus programs. The Compensation Committee held eight10 meetings during fiscal 2012.2013. The Compensation Committee is comprised solely of independent directors, consisting of Ms. Warren and Messrs. Arrendell and Holtz, with Ms. Warren acting as the chairperson. The Board previously adopted a written charter for the Compensation Committee, a current copy of which is available on our web site atwww.atlasenergy.com.

Investment CommitteeCommittee.. The principal functions of the Investment Committee are to assist the Board in reviewing management investment practices, policies, strategies, transactions and performance, as well as evaluating and monitoring existing and proposed investments. The Investment Committee held fourthree meetings during fiscal 2012.2013. All of the members of the Investment Committee are independent directors as defined by NYSE rules. The members of the Investment Committee are Messrs. Biderman, KarisJones and Magarick,Kupfer, with Mr. KarisBiderman acting as the chairman. The Board previously adopted a written charter for the Investment Committee.

Nominating and Governance Committee.The principal functions of the Nominating and Governance Committee are to recommend persons to be selected by the Board as nominees for election as directors, recommend persons to be elected to fill any vacancies on the Board, consider and recommend to the Board qualifications for the office of director and policies concerning the term of office of directors and the composition of the Board and consider and recommend to the Board other actions relating to corporate governance. The Nominating and Governance Committee held fivefour meetings during fiscal 2012.2013. The Nominating and Governance Committee is comprised solely of independent directors, consisting of Ms. Warren and Messrs. Arrendell and Holtz, with Mr. Holtz acting as the chairman. The Board previously adopted a written charter for the Nominating and Governance Committee, a current copy of which is available on our web site atwww.atlasenergy.com.

The Nominating and Governance Committee will consider nominees recommended by unitholders for the 20142015 annual meeting if submitted in writing to our Secretary in accordance with rules promulgated by the SEC and the Partnership Agreement. See “—“Proposal I: Director Nominations”Nominations—Director Nomination Process” and “Unitholder Proposals andor Director Nominations.”

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Director Nominations

The Nominating and Governance Committee identifies director nominees by first evaluating the current members of the Board willing to continue in service. Current members with skills and experience that are relevant to our business and are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of the Board with that of obtaining a new perspective. If any member of the Board does not wish to continue in service, or if the Nominating and Governance Committee or Board decides not to nominate a member for re-election, or if we decide to expand the Board, the Nominating and Governance Committee identifies the desired skills and experience of a new nominee consistent with the Nominating and Governance Committee’s criteria for Board service. Current members of the Board and management are polled for their recommendations. Research may also be performed or third parties retained to identify qualified individuals. To date, we have not engaged third parties to identify or evaluate potential nominees; however, we may in the future choose to do so.

The Nominating and Governance Committee has not adopted a formal policy with regard to the consideration of diversity in identifying director nominees. The Nominating and Governance Committee evaluates independent director candidates based upon a number of criteria, including:

The Nominating and Governance Committee does not anticipate that it would evaluate director nominees recommended by a unitholder differently.

Code of EthicsCODEOF BUSINESS CONDUCTAND ETHICS

We have adopted a codeCode of business conductBusiness Conduct and ethicsEthics that applies to the principal executive officer, principal financial officer and principal accounting officer of our General Partner, as well as to persons performing services for us generally. We believe our code meets the definition of a code of ethics under the Securities Act. Our codeCode of business conductBusiness Conduct and ethicsEthics is posted, and any waivers we grant to the code of business conduct and ethics will be posted, on our web site atwww.atlasenergy.com.www.atlasenergy.com.

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Compensation Committee Interlocks and Insider ParticipationCOMPENSATION COMMITTEE INTERLOCKSAND INSIDER PARTICIPATION

The Compensation Committee consists of Ms. Warren and Messrs. Arrendell and Holtz.

None of the independent directors is an employee or former employee of our General Partner. No executive officer of our General Partner is a director or executive officer of any entity in which an independent director is a director or executive officer.

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Committee ReportsCOMMITTEE REPORTS

Audit Committee Report

The Audit Committee has approved the following report:

In connection with its function to oversee and monitor our financial reporting process, the Audit Committee has done the following:

Based on the foregoing, the Audit Committee recommended to the Board that the audited financial statements be included in our annual report on Form 10-K for the fiscal year ended December 31, 20122013 (the “Annual Report”).

Harvey G. Magarick, Chairman

Mark C. Biderman, Chairman

William G. KarisCarlton M. Arrendell

Walter C. Jones

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based upon its review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Annual Report and this proxy statement.

This report has been provided by the Compensation Committee of the Board.

Ellen F. Warren, Chair

Carlton M. Arrendell

Dennis A. Holtz

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DIRECTOR AND EXECUTIVE OFFICER COMPENSATIONCompensation Discussion and Analysis

COMPENSATION DISCUSSION AND ANALYSIS

In February 2011, followingThe purpose of this Compensation Discussion and Analysis is to explain the consummation of the merger of Atlas Energy, Inc. (“AEI”) with Chevron Corporation in February 2011 (the “Chevron Merger”), the Board formed its own Compensation Committee, which is responsibleCommittee’s philosophy for assisting the Board in carrying out its responsibilities with respect to compensation policies and decisions. The Compensation Committee is responsible for designing our compensation objectives and methodology, and evaluatingdetermining the compensation to be paid to our General Partner’s CEO, CFOprogram for the Chief Executive Officer, Chief Financial Officer and the three other most highly-compensatedhighly compensated executive officers whom we refer to asof our General Partner for 2013 (the “Named Executive Officers” or “NEOs.” “NEOs”) and to discuss why and how the 2013 compensation package for these executives was implemented. Following this discussion are tables that include compensation information for the NEOs. The NEOs for 2013 are as follows:

EXECUTIVE SUMMARY

2013 Performance Overview

2013 was another successful year for our company. We achieved high returns in our common unit price and distributions to our unitholders. Our three-year total unitholder return is 274% and our 2013 total unitholder return is 39%. The following charts depict our total unitholder returns as compared to our oil and gas industry peer group (see “—Governance of Executive Compensation—Independent Compensation Consultant” for a description of the peer group):

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Other highlights of company performance in 2013 include:

Objectives of Our Compensation Program

An understanding of our executive compensation program begins with our program objectives:

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We continue to believe that a significant portion of executive compensation should be variable and based on defined performance goals and/or unit price change (i.e., “at risk”). Our program meets this goal by delivering compensation in the form of equity and other performance-based awards. The chart below shows the 2012 mix of target compensation opportunity for Mr. E. Cohen and for the other NEOs as a group against the peer group median. See “—Governance of Executive Compensation—Independent Compensation Consultant” below for a description of the peer group and survey group.

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The Compensation Committee is also responsiblebelieves our executive compensation program includes key features that align the interests of our NEOs with our long-term strategic direction.

What we do		What we don’t do
Tie Pay to Performance. A significant portion of each executive officer’s target annual compensation is tied to corporate and individual performance, requiring the achievement of predetermined performance objectives during the year.		Tax Gross Ups. We don’t pay tax gross ups for excise taxes that may be imposed as a result of severance or other payments deemed made in connection with a change of control.
Make Annual Incentive Awards Substantially in the Form of Equity Rather Than Cash. For 2013, no cash component of the bonuses awarded to our NEOs exceeded 32%.		Excessive Perquisites. We generally do not provide perquisites to our executives, other than automobile allowances and deferred compensation match contributions for some of our NEOs.
Cap Annual Incentive Awards. Annual incentive awards are limited to 18.3% of distributable cash flow. The total amount of the awards (cash and equity) for 2013 was 4.7% of the distributable cash flow.		Allow Hedging and Pledging. Our insider trading policy prohibits margining, derivative or speculative transactions, such as hedges, pledges and margin accounts for executive officers.
Utilize Stock Ownership Guidelines. We have significant unit ownership guidelines, which require our executive officers and directors to hold a percentage of their annual base salary (for directors, their retainer) in equity.
Employ a Clawback Policy. Our Clawback Policy allows us to recoup any excess incentive compensation paid to our NEOs if the financial results on which the awards were based are materially restated due to fraud, illegal or intentional misconduct or gross negligence of the executive officer.
Retain an Independent Compensation Consultant. The Compensation Committee engages an independent compensation consultant, who does not provide services to management.
Have Double-Trigger Severance Arrangements. Our employment and equity award agreements require a qualifying termination of employment in addition to a change of control before change of control benefits or accelerated equity vesting are triggered.
Conduct an Annual Say on Pay Vote. Our unitholders voted in favor of an annual Say on Pay advisory vote at our 2012 annual meeting, and we determined that an annual vote would be appropriate and consistent with our unitholders’ interests. At our 2013 annual meeting, approximately 88% of the votes cast on the Say on Pay proposal were in favor of the fiscal year 2012 compensation of our NEOs.
Employment Agreements. We have written employment agreements with a majority of our NEOs.

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Elements of Our Executive Compensation Program

The 2013 compensation program for administering our employee benefit plans, including incentive plans. TheNEOs consisted of the following components:

2013 Compensation Committee is comprised solely of independent directors, consisting of Ms. WarrenDeterminations

In line with the performance we achieved as summarized above and Messrs. Arrendell and Holtz,in accordance with Ms. Warren acting as the chair. Until April 2012, when APL’s managing board formed its own compensation committee, the Compensation Committee was also responsibleCommittee’s compensation philosophy, the committee approved compensation for evaluating the compensation to be paid to2013 and salaries for 2014 for the NEOs of APL as well as for administering APL’s incentive plans. Since APL does not directly employ its NEOs, the Compensation Committee acts in coordination with the APL compensation committee with respect to our NEOs who serve both companiesfollows:

Reported Compensation Objectivesvs. Realized Pay

The accompanying chart illustrates the difference between reported compensation in the 2013 Summary Compensation Table and the pay actually realized by our Chief Executive Officer and President in 2013. We believe this supplemental information is important because a substantial portion of reported compensation is an incentive for future performance and will actually be received by Mr. E. Cohen over a period of three years.

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COMPENSATION OBJECTIVES

We believe that our compensation program must support our business strategy, be competitive, and provide both significant rewards for outstanding performance and clear financial consequences for underperformance. We also believe that a significant portion of the NEOs’ compensation should be “at risk” in the form of annual and long-term incentive awards that are paid, if at all, based on individual and company accomplishments. Accounting and cost implications of compensation programs are considered in program design; however, the essential consideration is that a program is consistent with our business needs.

GOVERNANCEOF EXECUTIVE COMPENSATION

Compensation MethodologyCommittee

The Compensation Committee makes its determination onis responsible for designing our compensation amounts shortly afterobjectives and methodology, and evaluating the close of our fiscal year. In the case of base salaries, the committee recommends the amountscompensation to be paid for the new fiscal year. In the case of annual bonus and long-term incentive compensation, the committee determines the amount of awards based on the most recently concluded fiscal year. We typically pay cash awards and issue equity awards in February of each year, although theto our NEOs. The Compensation Committee has the discretion to recommend salary adjustmentsis also responsible for administering our clawback policy, stock ownership guidelines and the issuance of equity awards at other times during the fiscal year. In addition, ouremployee benefit plans, including incentive plans.

Our NEOs and other employees who perform services for ARP and APL may receive bonus and equity awards from ARP whichand/or APL. ARP has delegated compensation decisions to the Compensation Committee since itbecause ARP does not have its own compensation committee and does not directly employ its officers. OurTherefore, our Compensation Committee determines awards to be made by ARP to our NEOs, and other employees who perform servicesas well as determining the compensation to be paid to NEOs of ARP. Since April 2012, APL has had its own compensation committee which determines compensation for APL may receive annual bonus and long-term incentive compensation awarded byits NEOs. APL’s compensation committee.committee provides its determinations to our Compensation Committee, and our Committee retains the right to accept, reject, or modify the determinations with respect to the NEOs who serve both companies.

The Compensation Committee is comprised solely of independent directors, consisting of Ms. Warren and Messrs. Arrendell and Holtz, with Ms. Warren acting as the chair.

Chief Executive Officer

Our Chief Executive Officer (“CEO”) makes recommendations to the Compensation Committee regarding the salary, bonus, and incentive compensation component of each of the other NEO’s total compensation. Our CEOChief Executive Officer provides the Compensation Committee with key elements of our company’s and the other NEOs’ performance during the year. Our CEO,Chief Executive Officer, at the Compensation Committee’s request, may attend committee meetings solely to provide insight into our company’s and ourthe other NEOs’ performance, (other than his performance), as well as the performance of other comparable companies in the same industry.

Role ofIndependent Compensation Consultant

In 2011, following the Chevron Merger,For 2013, the Compensation Committee had engaged Mercer (US) Inc. (“Mercer”), an independent compensation consulting firm, to provide market data for equity awards to be madeinformation and objective advice regarding executive compensation. All of the decisions with respect to our NEOs. As our company was essentially reconstituted as a resultNEOs’ compensation, however, are made by the Compensation Committee or, in the case of awards from APL, the acquisition of AEI’s partnershipAPL compensation committee, which communicates the APL award information to the Compensation Committee.

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management business and certain E&P assets, the Compensation Committee intended the awards to represent multi-year long-term incentive grants competitive with the 75th percentile of the market. In order to assist the committee in assessing the competitiveness of proposed awards, Mercer provided 75th percentile market data for long-term incentive grants from its 2010 oil and gas survey of data from 111 organizations. In addition, Mercer advises the Compensation Committee with respect to current employment agreement practices generally.

The Compensation Committee retained Mercer again in 2012 to evaluate (i) bonuses made with respect to, and long-term incentive awards of our equity made in, 2011, (ii) base salaries for 2012 and (iii) long-term incentive awards of ARP equity made in May 2012 against a peer group and Mercer’s 2011/2012 broad-based oil and gas industry survey. Mercer worked with our senior management to develop a peer group in 2012 that reflected as close as possible, our business mix, structure and size. The peer group is comprised of 1514 oil and gas companies with the majority having revenues of such size thatranging from ¹/₂ to 2 times our company wascompany’s revenues, which are near the median. The peer group is the same as the peer group used in 2012, except that Copano Energy LLC was excluded because it was acquired by Kinder Morgan Energy Partners LP in May 2013 and no longer deemed a peer. The members of the peer group are:

Targa Resources Corp.

Southwestern Energy Company

Pioneer Natural Resources Company

Whiting Petroleum Corporation

Magellan Midstream Partners LP

EQT Corp.

Linn Energy LLC

Markwest Energy Partners LP

Sandridge Energy Inc.

Range Resources Corporation

Copano Energy LLC

Eagle Rock Energy Partners LP

Cabot Oil & Gas Corporation

EV Energy Partners LP

Carrizo Oil & Gas Inc.

FollowingMercer’s analysis also included its compensation survey data for the establishment of the peer group, Mercer then performed the following analyses:oil and gas industry. Mercer’s analysis included:

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The Compensation Committee and management plan to continue to monitor the peer group to ensure that it remains aligned with our size and business mix.

In addition to providing compensation consulting services to the Compensation Committee, the Nominating and Governance Committee, which is chaired by Mr. Holtz and includes Mr. Arrendell and Ms. Warren, engaged Mercer to conduct a review of the annual compensation paid to our directors. In June 2012, following its review of Mercer’s recommendations on director compensation, the Board approved the annual director compensation comprised of cash and equity. See “Directors Compensation.”

A critical criterion in ourthe Compensation Committee’s selection of Mercer to provide executive and director compensation consulting services was the fact that Mercer does not provide any other services to us or our affiliated companies. In addition to reaffirming this on an annual basis, we also conduct a search of our accounts payable system to confirm that no Mercer affiliates are providing services outside of the compensation consulting services. As discussed in “Code of Business Conduct and Ethics” and “Certain Relationships and Related Transactions” we have a codeCode of business conductBusiness Conduct and ethicsEthics as well as a related party transaction policy which governs potential conflicts of interest. Our directors and officers are also required to complete questionnaires on a regularan annual basis which allows us to review whether there are any potential conflicts as a result of personal or business relationships. There are no business or personal relationships between the consultants from Mercer who work with us and our directors and executive officers other than the compensation consulting described herein.

ElementsTiming of Compensation Decision Process

The Compensation Committee makes its determination on compensation amounts shortly after the close of our Compensation Program

Our executive officer compensation package generally includes a combinationfiscal year. In the case of base salaries, the committee recommends the amounts to be paid for the new fiscal year. In the case of annual cashbonus and long-term incentive compensation. Annualcompensation, the committee determines the amount of awards based on the most recently concluded fiscal year.

We typically pay cash compensation is comprisedawards and issue equity awards in February of baseeach year, although the Compensation Committee has the discretion to recommend salary plus cash bonus. Long-term incentives consist of a varietyadjustments and the issuance of equity awards. Bothawards at other times during the fiscal year. In addition, our NEOs and other employees who perform services for APL may receive annual cash incentivesbonus and long-term incentives are performance-based.incentive compensation awarded by APL’s compensation committee.

ELEMENTSOFOUR COMPENSATION PROGRAM

Base Salary

Base salary is intended to provide fixed compensation to the NEOs for their performance of core duties that contributed to our success. Base salaries are not intended to compensate individuals for their extraordinary performance or for above average company performance.

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Annual Incentives

Annual incentives are intended to tie a significant portion of each of the NEO’s compensation to our annual performance and/or that of our subsidiaries or divisions for which the officer is responsible. Generally, the higher the level of responsibility of the executive within our company, the greater is the incentive component of that executive’s target total cash compensation. The Compensation Committee may recommend awards of performance-based bonuses and discretionary bonuses.

Performance-Based Bonuses—In April 2011, the Compensation Committee adoptedBonuses

We have an Annual Incentive Plan for Senior Executives, which we refer to as the Senior Executive Plan, to award bonuses for achievement of predetermined performance objectives during a 12-month performance period, generally our fiscal year. Awards under the Senior Executive Plan may be paid in cash or in a combination of cash and time-vesting equity. UnderMaking all equity awards vest over time adds an additional performance-based component to the Senior Executive Plan,bonuses.

During 2012,2013, the Compensation Committee approved 2012 target2013 bonus awards to be paid from a bonus pool. The bonus pool is equal to a maximum of 18.3% of ourthe distributable cash flow. Goalsflow of our entire enterprise. One of two goals for 2013 had to be met before any bonuses would be paid:

The goals are set early in the year, for NEOs on the basis of distributable cash flow but actual awards are ultimately determined by the committee’sCommittee’s year-end evaluation that also evaluates other factors as set forth below. While the Compensation Committee has the discretion to make awards even if one of the goals is not met, it does not anticipate doing so absent exceptionally rare circumstances justifying the payment of a bonus.

In the event that the distributable cash flow includedincludes any capital transaction gains in excess of $50 million, then only 10% of that excess would beis included in the bonus pool. If the distributable cash flow did not equal at least 80% of the average distributable cash flow for the past three years, no bonuses would be paid in the absence of special circumstances. Distributable cash flow means the sum of (i) cash available for distribution by us, including our ownership interest in the distributable cash flow of any of our subsidiaries (regardless of whether such cash is actually distributed), plus (ii) to the extent not otherwise included in distributable cash flow, any realized gain on the sale of securities, including securities of a subsidiary, less (iii) to the extent not otherwise included in distributable cash flow, any loss on the sale of securities, including securities of a subsidiary. A return of our capital investment in a subsidiary was not intended to be included and, accordingly, if distributable cash flow included proceeds from the sale of all or substantially all of the assets of a subsidiary, the amount of such proceeds to be included in distributable cash flow would be reduced by our basis in the subsidiary.

The maximum award, targeted, expressed as a percentage of our estimated 20122013 distributable cash flow, for each participant was as follows: Mr. E. Cohen, 6.5%6.22% ($21,500,000); Mr. J. Cohen, 6.2%5.49% ($19,000,000); Mr. Jones, 4.0%2.93% ($10,100,000); Mr. Dubay, 2.20% ($7,600,000); and Mr. McGrath, 1.5%1.46% ($5,100,000). Mr. Dubay did not participateDubay’s maximum award amount will be reduced by any incentive compensation paid to him by APL, and the deducted amount may be available for allocation among the other participants in ourthe Senior Executive Plan but only in the APL incentive program. Plan.

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Pursuant to the terms of the Senior Executive Plan, the Compensation Committee had thehas discretion to recommend reductions, but not increases, in maximum awards under the Senior Executive Plan. In making its decisions, the Compensation Committee consideredconsiders factors including, but not limited to, growth of reserves, growth in production, processing and intake of natural gas, total market and distribution return to unitholders, and health and safety performance. As set forth below, because of our overall success pursuant to these criteria, the Compensation Committee awarded each of the NEOs the full amount of their target bonuses, of which no more than 63% of the target amount was paid in cash and the remainder was paid in phantom units of the Partnership which vest in thirds on an annual basis.

Discretionary Bonuses—Bonuses

In exceptional circumstances, discretionary bonuses may be awarded to recognize individual and group performance without regard to limitations otherwise in effect.

Long-Term Incentives

We believe that our long-term success depends upon aligning our executives’ and unitholders’ interests. To support this objective, we provide our executives with various means to become significant equity holders, including awards under our 2006 Long-Term Incentive Plan (the “2006 Plan”) and our 2010 Long-Term Incentive Plan (the “2010 Plan”), which we refer to as our Plans. Under our Plans, the Compensation Committee may recommend grants of equity awards in the form of options and/or phantom units. Generally, the unit options and phantom units vest 25% on the third anniversary and 75% on the fourth anniversary of the date of grant.over a three or four year period.

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Our NEOs are eligible to receive awards under the Atlas Resource Partners, L.P.’sARP’s 2012 Long-Term Incentive Plan, which we refer to as the ARP Plan. Our NEOs are also eligible to receive awards under the Atlas Pipeline Partners, L.P.’sAPL’s 2004 Long-Term Incentive Plan and its 2010 Long-Term Incentive Plan, which we refer to as the APL Plans; however, awards under the APL Plans are determined by the APL compensation committee in coordination withand the amount of the APL awards are communicated to our Compensation Committee.

ADDITIONAL INFORMATION CONCERNING EXECUTIVE COMPENSATION

Deferred Compensation

All of our employees may participate in our 401(k) plan, which is a qualified defined contribution plan designed to help participating employees accumulate funds for retirement. In July 2011, we established the Atlas Energy Executive Excess 401(k) Plan (the “Excess 401(k)“Deferred Compensation Plan”), a non-qualified deferred compensation plan that is designed to permit individuals who exceed certain income thresholds and who may be subject to compensation and/or contribution limitations under our 401(k) plan to defer an additional portion of their compensation. The purpose of the Excess 401(k)Deferred Compensation Plan is to provide participants with an incentive for a long-term career with us by providing them with an appropriate level of replacement income upon retirement. Under the Excess 401(k)Deferred Compensation Plan, a participant may contribute to an account an amount up to 10% of annual cash compensation (which means a participant’s salary and non-performance-based bonus) and up to 100% of all performance-based bonuses. We are obligated to make matching contributions on a dollar-for-dollar basis of the amount deferred by the participant subject to a maximum matching contribution equal to 50% of the participant’s base salary for any calendar year. The investment options under the Excess 401(k) Plan are substantially the same as the investment options under our 401(k) plan; weWe do not pay above-market or preferential earnings on deferred compensation. Participation in the Excess 401(k)Deferred Compensation Plan is available pursuant to the terms of an individual’s employment agreement or at the designation of the Compensation Committee. Currently, Messrs. E. Cohen and J. Cohen are the only participants in the Excess 401(k)Deferred Compensation Plan. For further details, please see the 2012“2013 Non-Qualified Deferred Compensation table.Compensation.”

Post-Termination Compensation

Our NEOs received substantial cash amounts from Chevron in connection with the Chevron Merger, both as a result of the termination payments due under their employment agreements with AEI and their equity holdings in AEI.holdings. The Compensation Committee believed that the amounts thus realized left our NEOs without adequate financial incentives to continue employment with us, which the committeeCommittee did not believe was in our interest as we moved forward with significant new operations. In order to encourage these executives to remain with us on a

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long-term basis, we entered into employment agreements with Messrs. E. Cohen, J. Cohen, Jones and Dubay that, among other things, provide compensation upon termination of their employment by reason of death or disability, by us without cause or by each of them for good reason. See “—Employment Agreements and Potential Payments Upon Termination or Change of Control.”

The Compensation Committee’s rationale behindCommittee considered the design of the provisions offollowing in entering into these agreements for termination by the executive for good cause are as follows:agreements:

Clawback Policy

In February 2014, the Compensation Committee established a Clawback Policy pursuant to which NEOs and other key executive officers will be required to return incentive compensation paid to them if the financial results upon which the awards were based are restated due to the fraud or intentional illegal conduct of the executive officer.

The Clawback Policy does not authorize the Compensation Committee to seek recovery to the extent it determines that to do so would be unreasonable or that it would be better for our company not to do so. The Compensation Committee will determine in its discretion if it will seek to recover applicable compensation, taking into account the following considerations as it deems appropriate:

We believe our Clawback Policy is sufficiently broad to reduce the potential risk that an executive officer would intentionally misstate results in order to benefit under an incentive program and provides a right of recovery in the event that an executive officer takes actions that, in hindsight, should not have been rewarded.

This Clawback Policy applies in addition to the clawback provisions of awards under our Plans, which provide that the Compensation Committee has the express right to cancel an option or phantom unit grant, and to demand the return of any vested units, if the recipient has disclosed confidential information or trade secret or engaged in any activity in competition with our business or the business of any of our subsidiaries or, in the case of the 2006 Plan awards, is convicted of a felony or a crime of moral turpitude with respect to our company or engages in fraud or embezzlement with respect to our company.

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Stock Ownership Guidelines for NEOs

In February 2014, the Compensation Committee established unit ownership guidelines for our NEOs pursuant to which these executives are expected to hold a minimum number of our common units equal to a specified multiple of their annual base salaries, as follows:

Equity interests that count toward the satisfaction of the ownership guidelines include common units held directly or indirectly by the executive, including common units purchased on the open market or acquired upon the exercise of a stock option and common units remaining or received upon the settlement of restricted stock, restricted stock units, and phantom units, and vested units allocated to the executive’s account under any qualified plan. Common units of APL and ARP will also satisfy the ownership guidelines so long as at least 50% of an executive’s holdings are our common units. Executives have five years from the date of the commencement of the guidelines or the date the executive is designated a covered executive by the Compensation Committee, whichever is later, to attain these ownership levels. If an executive officer does not meet the applicable guideline by the end of the five-year period, the executive officer is required to hold any net shares resulting from any future vesting of restricted or phantom units or exercise of stock options until the guideline is met. These guidelines reinforce the importance of aligning the interests of our executive officers with the interests of our unitholders and encourage our executive officers to consider the long-term perspective when managing our company.

Additionally, we have instituted stock ownership guidelines for our non-employee directors. For information regarding these guidelines, see the section entitled “Director Compensation.”

No Hedging of Company Stock

All of our employees are prohibited from hedging their company stock.

No Tax Gross Ups

We do not provide tax reimbursements to our NEOs.

Perquisites

At the discretion of the Compensation Committee, we provide perquisites to our NEOs. In 2012,2013, these benefits were limited to providing automobile allowances or automobile related expenses to Messrs. E. Cohen and Jones.

Consulting Agreement with Mr. J. Cohen

In connection with the formation of the Lightfoot entities in 2007, Atlas Energy, Inc. entered into an agreement with Mr. J. Cohen to provide compensation to him in recognition of his role in negotiating and structuring its investment and his continued service as chairman of Lightfoot GP. We acquired Atlas Energy, Inc.’s direct and indirect ownership interests in the Lightfoot entities as part of the assets and liabilities we acquired from Atlas Energy, Inc. in February 2011. Under the agreement, Mr. J. Cohen receives an amount equal to 10% of the distributions that we receive from the Lightfoot entities, excluding amounts that constitute a return of our capital.

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Determination of 2012 Compensation AmountsDETERMINATIONOF 2013 COMPENSATION AMOUNTS

Following its review of Mercer’s analyses, in the fall of 2012,2013, the Compensation Committee began to prepare for the executive compensation process by discussing the schedule for upcoming meetings and reviewing a proposed calendar. The Compensation Committee held meetings in November and DecemberOctober to review and discuss the compensation philosophy. In January 2013,February 2014, the Compensation Committee met with Mercer, with our CEOChief Executive Officer in attendance, to evaluate our company’s performance and to approve annual payouts to NEOs as well as long-term incentive grants to senior employees.

Say on Pay

In April 2012, we heldAt our Annual Meeting where2013 annual meeting, our unitholders were asked to vote on a non-binding resolution approving the compensation of our NEOs as disclosed in the proxy statement. Our unitholders overwhelmingly approved compensation of our NEOs with approximately 96%88% of the votes cast in favor of our “say“Say on pay”Pay” proposal. Additionally, consistent with the recommendationvote of the unitholders at the 2012 annual meeting, the Board has determined that we willdecided to conduct an advisory vote on the compensation of our NEOs every year until the next required vote on the frequency of the unitholder vote on executive compensation. While these unitholder votes are advisory and non-binding, the Compensation Committee has interpreted the results as strongly supportive of the compensation paid to our NEOs and therefore has decided to maintain similar compensation practices for 2012. Since the unitholders also approved an annual vote on executive compensation,2013. In addition, the annual review by the unitholders will provide the committee with a current perspective on the compensation awarded to the NEOs.

Base Salary

In April 2012, our Compensation Committee approved increases in the base salaries of Messrs. Cohen and Mr. Jones as follows, reflecting the increased responsibility following the creation of ARP and the related transfer to ARP of substantially all of our natural gas and oil development and production assets and the partnership management business: Mr. E. Cohen—$1,000,000, Mr. J. Cohen—$700,000, Mr. Jones—$400,000. As described above, Mercer’s market competitive assessment found that that base salaries of these NEOs were competitive with the 90^th90th percentile of the peer group and the 75^thsurvey, except for Mr. Jones’, which was competitive with the median of both groups, Mr. McGrath’s, which was competitive with the 25th percentile of both the peer groups and below the competitive range of the 25th percentile of the survey, and Mr. Dubay’s, which was below the competitive range of the 25th percentile of the survey. Taking that analysis into consideration, our Compensation Committee determined that the current base salaries for Messrs. E. Cohen, J. Cohen and Jones were appropriate for 2013.2014. The Compensation CommitteeAPL compensation committee likewise determined that Mr. Dubay’s base salary was appropriate for 2013. The2014. Our Compensation Committee increased Mr. McGrath’s 20132014 base salary to $350,000$400,000 in order to bring it closer to the median of the peer group and survey data.

Annual and Transaction Incentives

After the end of our 20122013 fiscal year, theour Compensation Committee considered incentive awards pursuant to the Senior Executive Plan based on the prior year’s performance. In determining the actual amounts to be paid to the NEOs, the Compensation Committee considered both individual and company performance, and theperformance. Our Chief Executive Officer made recommendations of incentive award amounts based upon our CEO.performance as well as the performance of our subsidiaries; however, the Compensation Committee had the discretion to approve, reject, or modify the recommendations. The Compensation Committee noted that our total unitholder return, including cash distributions, was 61%39% during 2012,2013, which was the highest of the companies listed in our peer group, whileapproximately the median return of our peer groupgroup. The Committee took into consideration that the 2013 return followed annual returns of 67% and 61% during the prior two years, thus representing a greater achievement than similar increases in share prices at other peer companies whose stock price increases had been far inferior to our return over the prior two years. Our distributable cash flow was 3%. Our total unitholder return of 61% was especially notable in light ofmore than double the relatively poor performance of energy stocks (during 2012—the SIG Oil Exploration and Production Index (EPX) had a negative 8% return and the S&P Oil & Gas Index (XOP) had a positive 6% return).goal set under our Senior Executive Plan. Our reserve levels of hydrocarbons increased by approximately quintupled52% during 20122013 from 167911 Bcfe to 911 Bcfe1.4 Tcfe, and 136,300we added over 600,000 net undeveloped acres of energy rights were added;(almost a 200% increase) and over 340,000 developed acres (a 95% increase); our natural gas production grew significantlyby approximately 97% from 35 MMcfedapproximately130 Mmcfed to 130 MMcfed;approximately 260 Mmcfed; and in both the pipeline and E&P operations, significant safety incidents were at historically low levels. Further, APL increased both its gathered and processed volumes by approximately 40%.

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The Compensation Committee notedconfirmed that 2012 distributable cash flow was $75,246,000, which was 300%our company had achieved not one, but both, of the pre-determined minimumthreshold performance standards permitting bonus thresholdpayments under the Senior Executive Plan. The committee determined that the average three years of distributable cash flow allocable to us was $98 million, which was double the pre-determined minimum threshold of $24,772,000.80% of three year average distributable cash flow of $43 million. The committee also determined that the production volume for 2013 was 1,665 Mmcfed, far surpassing 80% of the average production volume for the past three years of 608 Mmcfed. The Compensation Committee determined, based uponreviewed the calculations of our maximum 2013 bonus pool which was 18.3% of our adjusted distributable cash flow of $345 million (although actual awards are far less than planned maximums). The committee, however, recognized NEOs’ continued strong performance and decided to make awards that were generally commensurate with overall awards that had been granted in 2011 and 2012, and therefore, did not grant awards at the maximum level for any of the NEOs.

At this strong performance,time, in view of evolving corporate governance standards, the Compensation Committee decided to continue to move annual incentive compensation from a largely cash-based system to a substantially equity-based bonus system and to institute clawback provisions. To that end, the committee determined to grant awards under the Senior Executive Plan at

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the maximum predetermined level. The committee decided to grant the awards partiallythat were substantially in the form of equity, awards; however, it made the decisionsuch that theno cash component of the bonuses awarded to the NEOs should not exceedfor 2013 exceeded 32% as compared to 2012 when the cash component averaged 63%. In orderBecause the committee deemed these equity awards to further align unitholder and NEO interests,be annual incentive awards made in lieu of cash, it determined that these payments in the form of units are subject to a vesting schedule where the phantom units vest ratably over the next threetwo years. Because the equity awards were made in 2013,2014, they do not appear in the Summary Compensation table or the Grants of Plan-Based Awards table that follow, but will be reflected in those tables next year. The following table shows the maximum amounts that could have beenbe awarded under the Senior Executive Plan and the breakdown of the awards actually granted:

In February 2014, the APL alsocompensation committee awarded Messrs. Cohen and Mr. Dubay each a cash bonus of $1 million and awarded Mr. McGrath a cash bonus of $100,000 in recognition of the strategic direction and insight they have provided with respect to APL’s executive management, financing activities and growth opportunities.

Long-Term Incentives

In March 2012, at the time of our initial establishment of ARP, the Compensation Committee granted ARP equity awards to our NEOs and to other individuals who had been instrumental in effectuating this new structure. The Committee granted ARP equity to the NEOs as follows: Mr. E. Cohen—150,000 phantom units and 350,000 options; Mr. J. Cohen—150,000 phantom units and 350,000 options; Mr. Jones—100,000 phantom units and 225,000 options; and Mr. McGrath—50,000 phantom units and 50,000 options. The(with DERs), which will vest ratably over three years. In light of this APL award, Mr. Dubay did not receive a separate award under the Senior Executive Plan.

For 2013, our Compensation Committee consulted with Mercer in evaluating the grant amounts, which vest 25% annually. Mercer included these grants in its analysis of our 2012 awards discussed above. These grants relate solely to the percentage of ARP’s market value that isdid not owned by us.award any discretionary bonuses.

In April 2012, theThe APL compensation committee (consisting solely of APL independent directors unaffiliated with us) determinedhas authorized APL’s executive committee to make the followingcash awards of phantom units$100,000 each to ourits NEOs involved(including Messrs. E. Cohen, J. Cohen and Dubay) if (i) APL’s gathered volumes on operating assets initially included in managing APL’s business: Mr. E. Cohen—100,000; Mr. J. Cohen—100,000;its approved 2014 budget reach at least 1.8 billion cubic feet per day (Bcf/day), as averaged over a fiscal quarter, and Mr. Dubay—100,000. The APL grants will vest 25% per year. (ii) the executive committee determines such awards are appropriate.

Long-Term Incentives

In making these grants,July 2013, the APL compensation committee recognized thatprovided retention bonuses for a number of executives including several of our NEOs who performas follows: Mr. E. Cohen—50,000 phantom units; Mr. J. Cohen—50,000 phantom units; and Mr. Dubay—50,000 phantom units. The awards will vest 25% on each anniversary of the grant. The APL compensation committee determined that competition for experienced personnel, particularly from private equity firms, had substantially increased and that the awards were necessary to assure the continued services forof APL had no outstanding unvested equity awards to encourage them to remain engaged in managing and growing APL.personnel.

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In February 2014, the APL compensation committee made awards of our phantom units (with DERs), for similar reasons, as follows: 50,000 phantom units to each of Messrs. E. Cohen, J. Cohen and Dubay. The units will vest ratably over three years. Because these awards were made after 2013 year-end, they do not appear in the Summary Compensation table or the Grants of Plan-Based Awards table that follow, but will be reflected in the tables appearing in our 2014 annual report.

Executive Compensation

SUMMARY COMPENSATION TABLE

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2012 Grants of Plan-Based Awards2013 GRANTS OF PLAN-BASED AWARDS

Employment Agreements and Potential Payments Upon Termination or Change of ControlEMPLOYMENT AGREEMENTSAND POTENTIAL PAYMENTS UPON TERMINATIONOR CHANGEOF CONTROL

We have employment agreements with our NEOs that provide for severance compensation to be paid if their employment is terminated under certain conditions.

Terms Used

“Good reason” is defined in the following employment agreements as:

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“Cause” is defined in Mr. E. Cohen and Mr. J. Cohen’s employment agreements as:

“Cause” is defined in Messrs. Jones and Dubay’s employment agreements as:

Edward E. Cohen

OnEffective May 13,16, 2011, we entered into an employment agreement with Mr. Cohen to secure his service as President and Chief Executive Officer.Officer of our General Partner. The agreement has an effective date of May 16, 2011 and has a term of three years, which automatically renews daily unless terminated before the expiration of the term pursuant to the termination provisions of the agreement.

The agreement provides for an initial annual base salary of $700,000, which may be increased at the discretion of the Board.board of directors of our general partner. Mr. Cohen is entitled to participate in any short-term and long-term incentive programs and health and welfare plans and receive perquisites and reimbursement of business expenses, in each case as provided by us for our senior level executives generally. Mr. Cohen participates in the Excess 401(k)Deferred Compensation Plan, under which he may elect to defer up to 10% of his total annual cash compensation, which we must match on a dollar-for-dollar basis up to 50% of his annual base salary. See “2012“2013 Non-Qualified Deferred Compensation.” During the term of the agreement, we must maintain a term life insurance policy on Mr. Cohen’s life which provides a death benefit of $3 million, which can be assumed by Mr. Cohen upon a termination of employment.

The agreement provides the following benefits in the event of a termination of employment:

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In connection with a change of control, any “excess parachute payments” (within the meaning of Section 280G of the Internal Revenue Code) otherwise payable to Mr. Cohen will be reduced such that the total payments to the executive which are subject to Internal Revenue Code Section 280G are no greater than the Section 280G “safe harbor amount” if he would be in a better after-tax position as a result of such reduction.

The following table provides an estimate of the value of the benefits to Mr. Cohen if a termination event had occurred as of December 31, 2012:2013: