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.    )

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 Swift Energy Company 
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LOGOLOGO

April 2, 20155, 2017

Dear Swift Energy Company Shareholder:

Our 20152017 annual meeting of shareholders will be held on May 19, 2015.16, 2017.

I would like to start by introducing myself and letting you know how pleased I am to have joined Swift Energy as Chief Executive Officer, Director and a shareholder. On behalf of the Board of Directors, thank you for your support and trust as a shareholder of Swift Energy Company.

A formal notice of the annual meeting and proxy statement is enclosed, accompanied by a copy of our annual report for the fiscal year ended December 31, 2014.2016. The proxy statement describes the business we will conduct at the annual meeting and provides information about Swift Energy Company that you should consider when you vote your shares.

As further discussed in this proxy statement, 2016 was a year of transition for Swift Energy Company. We successfully reorganized with a new class of equity, emerged from bankruptcy and are better positioned to drive long-term value for our shareholders.

Your vote is important to us. Whether or not you can attend the annual meeting of shareholders, it is important thatwe encourage you to vote and submit your proxy. Voting over the Internet or by telephone is fast and convenient, and your vote is immediately tabulated. By using the Internet or telephone, you help Swift Energy Company reduce the cost of postage and proxy tabulations. Regardless of your method of voting, we urge you to review the accompanying materials and vote as promptly as possible to ensure the presence of a quorum for the annual meeting.

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

 

Sincerely,
Terry E. SwiftSean C. Woolverton
Chairman of the Board, Chief Executive Officer and PresidentDirector


LOGO

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To be held May 19, 201516, 2017

The annual meeting of shareholders of SWIFT ENERGY COMPANY (the “Company” or “Swift Energy”) will be held at the HiltonOmni Houston North, 12400 Greenspoint Drive,Hotel at Westside, 13210 Katy Freeway, Houston, Texas 77079, on May 19, 2015,16, 2017, at 3:00 p.m., Houston time, for the following purposes:

 

 1.To elect threetwo Class I directors identified in this proxy statement to serve until the 20182020 annual meeting of shareholders, or until their successors are duly qualified and elected and one Class III director identified in this proxy statementqualified or appointed pursuant to serve until the 2017 annual meetingthen-applicable terms of the Director Nomination Agreement, among the Company and certain of its shareholders, or until his successor is duly qualified and elected;dated as of April 22, 2016, as amended (“Nomination Agreement”);

 

 2.To amendapprove the Second Amended and Restated Swift Energy Company 2005 Stock CompensationFirst Amendment to the 2016 Equity Incentive Plan (the “2005“2016 Plan”) to increase the number of shares of common stock available for issuance under the 2005 Plan and to increase annual award limits under Internal Revenue Code Section 162(m);2016 Plan;

 

 3.To approve the material terms of the 2016 Equity Incentive Plan for purposes of complying with the requirements of Section 162(m) with respect to the additional shares;

4.To ratify the selection of BDO USA, LLP as Swift Energy’s independent auditor for the fiscal year ending December 31, 2017;

5.To conduct a nonbinding advisory vote to approve the compensation of Swift Energy’s named executive officers as presented in this proxy statement;

 

 4.6.To ratifyconduct a nonbinding advisory vote on the selectionfrequency of Ernst & Young LLP as Swift Energy’s independent auditor for the fiscal year ending December 31, 2015;future advisory votes on executive compensation; and

 

 5.7.To conduct such other business as may properly be presented at the annual meeting, or at any and all adjournments or postponements thereof.

A record of shareholders has been taken as of the close of business on March 20, 2015,17, 2017, and only shareholders of record at that time will be entitled to vote at the annual meeting, or any adjournment or postponement thereof. A complete list of shareholders will be available commencing May 8, 2015,5, 2017, and may be inspected during normal business hours prior to the annual meeting at the offices of the Company, 17001 Northchase Drive, Suite 100,575 North Dairy Ashford Road, Ste. 1200, Houston, Texas 77060.77079. This list will also be available at the annual meeting.

 

By Order of the Board of Directors,
Christopher M. Abundis
Senior Vice President, General Counsel and Secretary

April 2, 20155, 2017

Your Vote Is Important!

Whether or not you plan to attend the annual meeting of shareholders, we urge you to vote and submit your proxy as promptly as possible to ensure the presence of a quorum for the annual meeting. For additional instructions on voting your shares, please refer to the proxy materials.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held On May 16, 2017

Your notice or proxy card will contain instructions on how to view our proxy materials for the Annual Meeting on the Internet. Our proxy statement and the Company’s annual report to shareholders on Form10-K are available at www.swiftenergy.com


TABLE OF CONTENTS

 

   Page 

PROXY STATEMENT

   1 

Solicitation

   1 

Availability of Proxy MaterialsVoting Information

   1 

Voting InformationEXPLANATORY NOTE — EMERGENCE FROM VOLUNTARY CHAPTER 11 REORGANIZATION

   16 

PROPOSAL 1 — ELECTION OF DIRECTORS

   57 

Current Composition of the Board

   57

Nomination of Directors

7

Election of Directors

8 

Class I Director Nominees

   6

Class III Director Nominee

79 

CONTINUING MEMBERS OF THE BOARD OF DIRECTORS

   811 

Class I Directors

   811 

Class II Directors

   811 

Class III Directors

   911 

Affirmative Determinations Regarding Independent Directors and Financial Experts

   9

Meetings of Independent Directors

1012 

Meetings and Committees of the Board

   1013 

Board Leadership Structure; Meetings of Independent Directors; Role in Risk Oversight

   1216 

Compensation of Directors

   1317 

Nominations for Directors

   1420 

Corporate Governance

   1521 

Related-Party Transactions

   1621 

Director Emeritus

   1722 

Retired PresidentChief Executive Officer and Director

   1722 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

   1823 

Security Ownership of Certain Beneficial Owners

   1823 

Security Ownership of Management

   2024 

EXECUTIVE OFFICERS

   2125 
PROPOSAL 2 —2: APPROVAL OF THE FIRST AMENDMENT TO AMEND THE SECOND AMENDED AND RESTATED 2005 SWIFT ENERGY COMPANY STOCK COMPENSATION2016 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR ISSUANCE UNDER THE 20052016 PLAN AND TO INCREASE ANNUAL AWARD LIMITS UNDER INTERNAL REVENUE CODE SECTION 162(m)   2227 

Executive SummaryBackground and Purpose of the Proposal

   2227 

SummaryConsequences of Failing to Approve the Proposal

27

Description of the 2005Swift Energy Company 2016 Equity Incentive Plan

   2328 

Federal Income Tax Consequences

   2832 

Equity CompensationNew Plan InformationBenefits

   3235

Previously Awarded Options

36

Securities Authorized for Issuance Under Equity Compensation Plans

36 

Board Recommendation

   3237
PROPOSAL 3: APPROVAL OF THE MATERIAL TERMS OF THE SWIFT ENERGY COMPANY 2016 EQUITY INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) WITH RESPECT TO THE ADDITIONAL SHARES38 

EXECUTIVE COMPENSATIONBackground and Purpose of the Proposal

   3438 

Compensation Discussion and Analysis (“CD&A”)Consequences of Failing to Approve the Proposal

   3438 

Maximum Amounts of Compensation Policies and Practices as They Relate to Risk Management

   4438 

Compensation Committee ReportEligibility

   4539 

Summary Compensation Table

46

Grants of Plan-BasedPerformance Criteria and Performance Awards

   4839 

Outstanding Equity Awards at December 31, 2014Board Recommendation

   49

Option Exercises and Stock Vested

51

Potential Payments Upon Termination or Change in Control

52

Conditions and Covenants

56

PROPOSAL 3 — ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

5740 
PROPOSAL 4 — RATIFICATION OF SELECTION OF ERNST  & YOUNGBDO USA, LLP AS SWIFT ENERGY COMPANY’S INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER  31, 20152017   5841 


   Page 

AUDIT COMMITTEE DISCLOSURE

   5942 

Preapproval Policies and Procedures

   5942 

Services Fees Paid to Independent Public Accounting Firm

   5942 

Report of the Audit Committee

   5943

EXECUTIVE COMPENSATION

44

Compensation Discussion and Analysis (“CD&A”)

44

Compensation Policies and Practices as They Relate to Risk Management

49

Compensation Committee Report

49

Summary Compensation Table

50

Grants of Plan-Based Awards

52

Outstanding Equity Awards at December 31, 2016

53

Option Exercises and Stock Vested

54

Potential Payments Upon Termination or Change in Control

55

Conditions and Covenants

57
PROPOSAL 5 — ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION58
PROPOSAL 6 — ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION60 

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

   61 

SHAREHOLDER PROPOSALS

   61 

Proposals for Inclusion in the Company’s 20162018 Proxy Materials

   61 

Advanced Notice of Nominations or Proposed Business for the Company’s 20162018 Annual Meeting of Shareholders

   62 

COMMUNICATIONS WITH THE BOARD OF DIRECTORS

   6263 

FORWARD-LOOKING STATEMENTS

   63 

ANNUAL REPORT ON FORM10-K

   64

FIRST AMENDMENT TO THE SWIFT ENERGY COMPANY 2016 EQUITY INCENTIVE PLAN

A-1 


SWIFT ENERGY COMPANY

17001 Northchase Drive, Suite 100575 North Dairy Ashford Road, Ste. 1200

Houston, Texas 7706077079

(281)874-2700

PROXY STATEMENT

for the

20152017 ANNUAL MEETING OF SHAREHOLDERS

Solicitation

These proxy materials are being made available to the shareholders of Swift Energy Company (“Swift Energy” or the “Company”) beginning on or about April 2, 2015.5, 2017.The Board of Directors (the “Board”) of Swift Energy is soliciting your proxy to vote your shares of Swift Energy common stock at the annual meeting of shareholders (the “Annual Meeting”) to be held at the HiltonOmni Houston North, 12400 Greenspoint Drive,Hotel at Westside, 13210 Katy Freeway, Houston, Texas 77079, on Tuesday, May 19, 2015, 16, 2017, at 3:00 p.m., Houston time.The Board is soliciting proxies to give all shareholders the opportunity to vote on the matters that will be presented at the Annual Meeting. This proxy statement provides you with the information on these matters to assist you in voting your shares.

Availability of Proxy Materials

We are using thee-proxy rules of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, we are making this proxy statement and related proxy materials available on the Internet pursuant to the SEC’s rules that allow companies to furnish proxy materials to shareholders through a “notice and access” model using the Internet. The “Notice and Access Rule” removes the requirement for public companies to automatically send shareholders a full hard-copy set of proxy materials and allows them instead to deliver to their shareholders a Notice of Internet Availability of Proxy Materials (“Notice”) and to provide online access to the documents. We have mailed such a Notice on or about April 2, 2015,5, 2017, to all shareholders of record on March 20, 2015,17, 2017, who are the shareholders entitled to vote at the Annual Meeting.

Voting Information

What is a proxy?

A proxy is your legal designation of another person or persons (the “proxy” or “proxies”) to vote on your behalf. By voting your shares as instructed in the materials you received, you are giving the designated proxies appointed by the Board the authority to vote your shares in the manner you indicate on your proxy card.

Who are the proxies appointed by the Board of Directors for the Annual Meeting?

The proxies for the Company appointed by the Board are the following representatives of Swift Energy:

 

Terry E. SwiftChairman of the Board, Chief Executive Officer and President
Robert J. Banks  Executive Vice President and Chief Operating Officer
Alton D. Heckaman, Jr.Christopher M. Abundis  ExecutiveSenior Vice President, General Counsel and Chief Financial OfficerSecretary

Who is qualified to vote?

You are qualified to receive notice of and to vote at the Annual Meeting if you own shares of Swift Energy common stock as of the close of business on our record date of Friday, March 20, 2015.17, 2017.

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How many shares of Swift Energy common stock are entitled to vote at the Annual Meeting?

As of March 20, 2015,17, 2017, there were 44,486,11311,465,688 shares of Swift Energy common stock issued, outstanding and entitled to vote at the Annual Meeting. Each share of Swift Energy common stock is entitled to one vote on each matter presented.

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What is the difference between holding shares as a shareholder of record and as a beneficial owner?

MostMany of our shareholders hold their shares through a broker, trustee or other nominee rather than having the shares registered directly in their own name. There are some distinctions between shares held of record and those owned beneficially that are summarized below.

Shareholder of Record If your shares are registered directly in your name with our transfer agent, you are the shareholder of record of the shares. As the shareholder of record, you have the right to grant a proxy to vote your shares to the Company or another person, or to vote your shares in person at the Annual Meeting.

Beneficial Owner If your shares are held through a broker, trustee or other nominee, it is likely that they are registered in the name of the nominee and you are the beneficial owner of shares held in “street name.” As the beneficial owner of shares held for your account, you have the right to direct the registered holder to vote your shares as you instruct, and you are also are invited to attend the Annual Meeting. Your broker, trustee or other nominee has provided a voting instruction card for you to use in directing how your shares are to be voted. However, since a beneficial owner is not the shareholder of record, you may not vote your shares in person at the meeting unless you obtain a legal proxy from the registered holder of the shares giving you the right to do so.

If I am a shareholder of record, how do I vote?

You may vote using any of the following methods:

Via the Internet — You may vote by proxy via the Internet by following the instructions provided in either the Notice or proxy card.

By Telephone — You may vote by proxy by calling the number found on the proxy card.

By Mail — If you request printed copies of the proxy materials by mail, you may vote by proxy by completing the proxy card and returning it in the envelope provided.

In Person — If you are a shareholder of record, you may vote in person at the Annual Meeting. We will give you a ballot during the meeting.

If I am a beneficial owner, how do I vote?

You may vote using any of the following methods:

Via the Internet — You may vote by proxy via the Internet by following the instructions provided in either the Notice or the voting instruction form provided by your broker, trustee or other nominee.

By Telephone — You may vote by proxy by calling the number found on either the Notice or the voting instruction form provided by your broker, trustee or other nominee.

By Mail — If you request printed copies of the proxy materials by mail, you may vote by proxy by completing the voting instruction form provided by your broker, trustee or other nominee and returning it in the envelope provided.

In Person — If you are a beneficial owner of shares and you wish to vote in person at the Annual Meeting, you must obtain a legal proxy from the organization that holds your shares.

What is householding?

We follow anSEC-approved procedure approved by the SEC known as “householding.” Under this procedure, only one copy of the proxy statement, annual report on Form10-K and Notice is being delivered to

 

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  20152017 Proxy Statement


shareholders residing at the same address, unless the shareholders have notified Swift Energy of their desires to receive multiple copies. This allows us to reduce the environmental impact of printing and providing proxy materials and associated printing and mailing costs.

If you received a householded mailing this year and would like additional copies of the proxy statement, annual report on Form10-K and/or Notice mailed to you, please contact Broadridge Financial Solutions, Inc. (“Broadridge”) by telephone at1-800-579-1639, or by email at sendmaterial@proxyvote.com. Broadridge will promptly deliver any additional copies requested. If you would like to enroll in or withdraw from householding, please contact the Company’s transfer agent, American Stock Transfer & Trust Company (if you hold your shares “of record”), or the bank or broker through which you hold your shares.

Householding is limited to accounts within the same bank or brokerage firm. Therefore, if you have accounts containing our common stock at more than one brokerage firm, you may receive a copy of the proxy statement, annual report on Form10-K and notice regarding the availability of proxy materials from each firm.

Can I receive more than one Notice?

Yes. If you received multiple Notices, you may hold your shares in different ways (e.g., joint tenancy, trusts or custodial accounts) or in multiple accounts. You should vote on each Notice card you receive.

What are the Board’s recommendations on how I should vote my shares?

The Board recommends that you vote your shares as follows:

 

Proposal 1 —   FOR the election of all nominees for Class I directors identified in this proxy statement, with terms to expire at the 2018 annual meeting of shareholders, and the election of one nominee for Class III director identified in this proxy statement, with a term to expire at the 20172020 annual meeting of shareholders;
Proposal 2 — FOR amending the Second Amended and Restated Swift Energy Company 2005 Stock Compensationapproval of the First Amendment to the 2016 Equity Incentive Plan to increase the number of shares of common stock available for issuance under the 2005 Plan and to increase annual award limits under Internal Revenue Code Section 162(m);2016 Plan;
Proposal 3 — FOR the approval of the material terms of the 2016 Equity Incentive Plan for purposes of complying with the requirements of Section 162(m) with respect to the additional shares;
Proposal 4 —FOR the ratification of the selection of BDO USA, LLP as Swift Energy’s independent auditor for the fiscal year ending December 31, 2017;
Proposal 5 —FOR an advisory vote on the approval of the compensation of Swift Energy’s named executive officers as presented in this proxy statement; and
Proposal 46 FOR an advisory vote on the ratificationexecutive compensation of the selection of Ernst & Young LLP as Swift Energy’s independent auditor for the fiscal year ending December 31, 2015.Named Executive Officers to occur every year.

What are my choices when voting?

Proposal 1 — You may cast your vote in favor of electing the nominees as directors or withhold your vote on one or more nominees.

Proposals 2, 3, 4, and 45 — You may cast your vote “for” or “against” or you may abstain with respect to each proposal.

Proposal 6 — You may choose from among four options in connection with this proposal, namely whether future shareholder votes to approve the compensation of Swift Energy’s Named Executive Officers should occur every year, two years or every three years or you may abstain from voting.

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How will my shares be voted if I do not specify how they should be voted?

If you vote by proxy, the individuals named on the proxy card (your “proxies”) will vote your shares in the manner you indicate. If you sign and return the proxy card without indicating your instructions, your shares will be voted as follows:

 

Proposal 1 —    FOR the election of all nominees for Class I directors identified in this proxy statement, with terms to expire at the 2018 annual meeting of shareholders, and the election of one nominee for Class III director identified in this proxy statement, with a term to expire at the 20172020 annual meeting of shareholders;
Proposal 2 —  FOR amending the Second Amended and Restated Swift Energy Company 2005 Stock Compensationapproval of the First Amendment to the 2016 Equity Incentive Plan to increase the number of shares of common stock available for issuance under the 2005 Plan and to increase annual award limits under Internal Revenue Code Section 162(m);2016 Plan;
Proposal 3 —  FOR the approval of the material terms of the 2016 Equity Incentive Plan for purposes of complying with the requirements of Section 162(m) with respect to the additional shares;
Proposal 4 —FOR the ratification of the selection of BDO USA, LLP as Swift Energy’s independent auditor for the fiscal year ending December 31, 2017;
Proposal 5 —FOR an advisory vote on the approval of the compensation of Swift Energy’s named executive officers as presented in this proxy statement; and
Proposal 46  FOR an advisory vote on the ratificationcompensation of the selection of Ernst & Young LLP as Swift Energy’s independent auditor for the fiscal year ending December 31, 2015.Named Executive Officers to occur every year.

How are votes withheld, abstentions and brokernon-votes treated?

Votes withheld and abstentions are deemed as “present” at the Annual Meeting and are counted for quorum purposes. For Proposal 1, the election of directors, votes withheld will have the same effect as not voting, and an abstention for

2015 Proxy StatementLOGO   | 3


Proposal 6 has no effect on the proposal. For all other proposals (2, 3, 4 and 5), abstentions will have the same effect as a vote against the matter. Broker For all proposals, brokernon-votes, if any, while counted for general quorum purposes, are not deemed to be “present” with respect to any matter for which a broker does not have authority to vote and also have the same effect as not voting.

Can I change my vote after I have voted?

You may revoke your proxy and change your vote at any time before the final vote at the Annual Meeting. If you submit a vote and wish to change it prior to the Annual Meeting, you may vote again via the Internet or by telephone (only your latest Internet or telephone proxy submitted prior to the Annual Meeting will be counted), by signing and returning a new proxy card or voting instruction form with a new date, or by attending the Annual Meeting and voting by ballot at the Annual Meeting.

What vote is required to approve each proposal?

For Proposal 1, although our Bylaws provide for directors to be elected by a plurality of the votes cast by the holders of shares entitled to vote at the meeting, in December 2011 we amended our Principles for Corporate Governance to adoptmeeting. Proposal 6 is also determined by a majority voting policy for directors in uncontested elections, which has applied since the Company’s 2012 annual meetingplurality of shareholders.

votes cast. Each of the remaining proposals requires the affirmative vote of the holders of a majority of the shares present in person or by proxy at the meeting and entitled to vote on, and that voted for or against or expressly abstained with respect to, that proposal. For these proposals, abstentions will have the same effect as a vote against the matter, and brokers who do not receive voting instructions from beneficial owners will only have authority to vote on Proposal 4.

Who pays the cost of this proxy solicitation?

The cost of preparing, printing and mailing the proxy materials and soliciting proxies is paid by Swift Energy. The CompanySwift Energy will also request brokerage firms, banks, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of shares of Swift Energy common stock as of the record date and will reimburse these entities for the costs of forwarding the proxy materials in accordance with customary practice. Your cooperation in promptly voting your shares will help to avoid additional expense.

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2017 Proxy Statement


Is this proxy statement the only way the proxies are being solicited?

In addition to this solicitation by the Board, employees of Swift Energy may solicit proxies in person or by mail, delivery service, telephone or facsimile, without additional compensation. The Company has also retained Georgeson Inc.Alliance Advisors, LLC (“Alliance Advisors”) to perform proxy watch services which includes monitoring and reporting on voting for the Annual Meeting. The Company has agreed to pay this firm $3,500, plus reasonableout-of-pocket expenses, for such proxy watch services. Pursuant to our agreement with Alliance Advisors, at the Company’s discretion, we may later engage Alliance Advisors to act as a proxy solicitor in conjunction with the Annual Meeting.Meeting for an additional fee to be determined at that time.

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EXPLANATORY NOTE — EMERGENCE FROM VOLUNTARY CHAPTER 11 REORGANIZATION

On December 31, 2015, Swift Energy Company and eight of our U.S. subsidiaries (the “Chapter 11 Subsidiaries”) filed voluntary petitions seeking relief under Chapter 11 of Title 11 of the U.S. Bankruptcy Code (the “Bankruptcy Code”) in the U.S. Bankruptcy Court for the District of Delaware under the caption In re Swift Energy Company, et al (CaseNo. 15-12670). The Company has agreedand the Chapter 11 Subsidiaries received bankruptcy court confirmation of their joint plan of reorganization (the “Plan of Reorganization”) on March 31, 2016, and subsequently emerged from bankruptcy on April 22, 2016 (the “Effective Date”).

Pursuant to pay this firm $10,500, plus reasonable out-of-pocket expenses,the Plan of Reorganization, as described further in our Form10-K for standard proxy solicitation services.the year ended December 31, 2016, upon emergence from bankruptcy the following occurred:

holders of approximately $906 million of indebtedness outstanding on account of the Company’s senior notes, lenders of the borrowings under the Company’s DIP Credit Agreement and certain other unsecured claims received 96% of the post-emergence Company’s common stock; and

the Company’spre-petition common stock was canceled and the current shareholders received 4% of the post-emergence Company’s common stock and warrants to purchase up to 30% of the reorganized Company’s equity.

 

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  20152017 Proxy Statement


PROPOSAL 1 — ELECTION OF DIRECTORS

Pursuant to our Charter and the Nomination Agreement (as defined below), the board of directors of Swift Energy (the “Board”) is made up of three classes following the Effective Date. Class I directors’ terms expire at this Annual Meeting of shareholders; Class II directors’ terms expire at the second annual meeting of shareholders following the Effective Date (May 2018); and Class III directors’ terms expire at the third annual meeting of shareholders following the Effective Date (May 2019). At each annual meeting of shareholders, directors elected to succeed those whose term has expired will be elected to three year terms.

In connection with our voluntary reorganization and effective upon the Company’s emergence from bankruptcy on April 22, 2016, we entered into the Director Nomination Agreement (the “Nomination Agreement”) between Swift Energy and the “Consenting Noteholders” (as defined in the Nomination Agreement, which includes Strategic Value Partners, LLC (“SVP”) and certain other former holders of our cancelled senior notes (the “Other Noteholders”)). Among other things, the Consenting Noteholders have the right to nominate directors to the Board and maintain the right to remove and replace their respective directors at any time. The Nomination Agreement is included by reference in our Charter as necessary to effectuate its terms.

Current Composition of the Board

Directors standing for election at this Annual Meeting:

Class I

(for term to expire at the 2020 annual meeting)

Michael Duginski

Christoph O. Majeske

Set forth below are the names and remaining terms of the other five directors, who are not standing for election at this Annual Meeting:

Class II

    (Term to expire at the 2018 annual meeting)    

Class III

    (Term to expire at the 2019 annual meeting)    

Gabriel L. Ellisor

David Geenberg

Charles W. Wampler

Marcus C. Rowland
Sean C. Woolverton

Nomination of Directors

Following the expiration of the initial terms of the Board as set forth above, our Charter and the Nomination Agreement together set forth that the Company and the Consenting Noteholders shall take all necessary actions to cause the Board to consist of seven members as follows:

(i)the Chief Executive Officer of Swift Energy, which shall be a Class III director;

(ii)two nominees designated by SVP (each an “SVP Designated Director”), which shall be one Class I director and one Class III director; provided, that (A) the number of nominees designated by SVP shall be reduced to one director, which shall be a Class III director, at such time as SVP and its affiliates (other than other Consenting Noteholders) (the “SVP Entities”) collectively beneficially own common stock representing an equity percentage of less than 15% and greater than or equal to 8%, with the understanding that such reduction to one director shall be permanent and despite any later increase in their equity percentage, and (B) SVP shall permanently, and despite any later increase in their equity percentage, no longer be entitled to designate a nominee at such time as the SVP Entities collectively beneficially own common stock representing an equity percentage of less than 8%;

2017 Proxy StatementLOGO   | 7


(iii)two nominees designated by the Consenting Noteholders (excluding SVP until such time that SVP is no longer entitled to designate an SVP Designated Director) (the “Noteholder Designated Directors”), which shall be two Class II directors; provided, that (A) the number of nominees designated by the Consenting Noteholders shall be reduced to one director, which shall be a Class II director, at such time as the Consenting Noteholders and their affiliates (the “Noteholder Entities”) collectively beneficially own common stock representing an equity percentage of less than 15% and greater than or equal to 8%, with the understanding that such reduction to one director shall be permanent and despite any later increase in their equity percentage, and (B) except as set forth in item (iv) below, such Consenting Noteholders shall permanently, and despite any later increase in their equity percentage, no longer be entitled to designate a nominee at such time as the Noteholder Entities collectively beneficially own common stock representing an equity percentage of less than 8%;

(iv)for the purposes of calculating the equity percentage in clauses (A) and (B) of item (iii) above, with respect to SVP’s ownership, the equity percentage shall only include the portion of SVP’s equity percentage that exceeds 15%, but shall contribute to the equity percentage described in (iii) above only up to a maximum of 7.9%, until such time that SVP is no longer entitled to designate an SVP Designated Director. At such time that SVP is no longer entitled to designate an SVP Designated Director, all of SVP’s ownership shall be included in the equity percentage calculations in clauses (A) and (B) of item (iii) above. For the purposes of item (iii) above, the designation right contained in such provision shall still be available at the time SVP is no longer entitled to designate an SVP Designated Director, if at such time, the Equity Percentage ownership threshold in clause (B) of item (iii) above is satisfied; and

(v)one independent director (as such term is used solely for purposes of the Nomination Agreement) and one additional director (which will be the Chairman) nominated by the Nominating and Strategy Committee of the Board, which shall be a Class I director and a Class III director, respectively.

So long as SVP is entitled to designate a nominee, SVP shall have the right to remove such nominee (with or without cause), from time to time and at any time, from the Board. Should a director designated by SVP be removed for any reason, whether by SVP or otherwise in accordance with the Charter and the Bylaws, SVP shall be entitled to designate an individual to fill the vacancy created by such removal so long as SVP is entitled to designate a nominee on the date of such replacement designation, subject to the Charter and Bylaws of the Company.

In addition, if SVP loses the right to nominate any directors, it may not remove and replace their directors still on the Board. If the Consenting Noteholders lose the right to remove and replace any directors pursuant to the then-existing terms of the Nomination Agreement, the Consenting Noteholders will lose the right to remove and replace such directors.

The Nomination Agreement terminates upon the earlier to occur of (a) such time as the Consenting Noteholders in the aggregate no longer beneficially own common stock representing an equity percentage equal to or greater than 8% or (b) the delivery of written notice to Swift Energy by all of the Consenting Noteholders, requesting the termination of the Agreement. Further, at such time as a particular Consenting Noteholder no longer beneficially owns any shares of common stock, all rights and obligations of such Consenting Noteholder under the Nomination Agreement will terminate.

This summary of the Nomination Agreement is qualified in its entirety by reference to the full text of the Nomination Agreement, which is included as Exhibit 4.7 to our Registration Statement on FormS-8 (FileNo. 333-210936), filed on April 27, 2016.

Election of Directors

In summary, under the Nomination Agreement and Swift Energy’s governing documents, we have three classes of directors. Every year, each director of one class is elected to serve a 3-year term or until his or her successor has been duly electedMessrs. Michael Duginski and qualified. Messrs. Clyde W. Smith, Jr., Terry E. Swift and Charles J. Swindells, incumbent Class I directors,Christoph O. Majeske, have been nominated by the Board to

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stand for re-electionelection at this Annual Meeting as Class I directors. Further, effective February 16, 2015, the Company increased the size of the Board from seven to eight members and, in accordance with the Bylaws of the Company, Mr. William A. Bruckmann III was appointed to the Board to fill the newly created Class III directorship and has been nominated to stand for election as a Class III director. AlthoughDirectors. Swift Energy’s Bylaws provide for directors to be elected by a plurality of votes cast by holders of shares entitled to vote in the election of directors at a meeting of the shareholders at which a quorum is present, in 2011 we amendedsubject to the then-existing terms of our Nomination Agreement and our Principles for Corporate Governance to adopt a majority voting policy for directors standing for re-election in an uncontested election, requiring resignation from the Board of any such nominees who are elected by less than a majority of the votes cast in such election and whose resignation is accepted by the Board. Upon the failure of a director to receive a majority of votes cast, the Corporate Governance Committee shall promptly consider, and make a recommendation to the Board regarding, whether to accept or reject the tendered resignation, or whether other action should be taken. Under the policy, the Board must act on the tendered resignation, and publicly disclose its decision and the rationale behind it, within 90 days from the date of the certification of the election results. This policy provides for independent directors to make determinations as to director resignation and sets out a range of remedies in the event of a majority withhold vote. Please refer to our Principles for Corporate Governance, which are available at www.swiftenergy.com, for a full description of this policy.Governance.

Current Composition of the BoardClass I Director Nominees

Directors standing for election at this Annual Meeting:

Class I

(for term to expire at the 2018 annual meeting)

Clyde W. Smith, Jr.

Terry E. Swift

Charles J. Swindells

Class III

(for term to expire at the 2017 annual meeting)

William A. Bruckmann III

Set forth below are the names and remaining terms of the other four directors, who are not standing for election at this Annual Meeting:

Class II

(Term to expire at the 2016 annual meeting)

Class III

    (Term to expire at the 2017 annual meeting)

Greg Matiuk

Deanna L. Cannon

Ronald L. Saxton

Douglas J. Lanier

The biographies of each of the nominees and continuing directors below contain information regarding the person’s service as a director of Swift Energy, business experience, director positions with other companies held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that were considered by the Corporate GovernanceNominating and Strategy Committee and the Board in determining that the person should serve as a director for the Company.

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Class I Director NomineesMichael Duginski, 51, has served as a director of Swift Energy since April 2016. He was appointed to the Board and recommended as a nominee at this Annual Meeting by our Nominating and Strategy Committee and is classified as an “independent director,” as such term is specifically used in the Nomination Agreement effective upon the Company’s emergence from bankruptcy on April 22, 2016, meaning he was not designated by any of the Consenting Noteholders including SVP. Mr. Duginski is the President and CEO of Sentinel Peak Resources, a role he assumed in 2015. Previously, Mr. Duginski was Chief Operating Officer and Executive Vice President of Berry Petroleum from 2007 to 2013, where he led all operations including corporate development, production, reserves, drilling, EH&S and land, including corporate strategic planning, until Berry’s sale to Linn Energy. Mr. Duginski has served on the public board of Madagascar Oil Limited from April 2015 to April 2016, and several private boards. Mr. Duginski received his Master of Business Administration from California State University, Bakersfield, and his Bachelor of Science in Mechanical Engineering from the University of Arizona. His qualifications to serve on the Board include his approximately thirty years of experience in the oil and gas industry along with his executive and directorship experience.

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•      Director since 1984

•      Independent

•      Chair of Compensation Committee

•      Audit Committee

Clyde W. Smith, Jr., 66, has served as a director of Swift Energy since 1984. Since January 2002, Mr. Smith has served as President of Ascentron, Inc., an electronics manufacturing services company. From May 1998 until January 2002, Mr. Smith served as General Manager of D.W. Manufacturing, Inc., d/b/a Millennium Technology Services, an electronics manufacturer acquired by Ascentron, Inc., in January 2002. Mr. SmithChristoph O. Majeske, 38, has served as a director of Swift Energy since September 2016. He was designated as a director by SVP pursuant to the Nomination Agreement, as further discussed above, and recommended as a nominee at this Annual Meeting by both SVP and our Nominating and Strategy Committee. Mr. Majeske is a Certified Public Accountant and holds the degree of Bachelor of Business Administration in Management. His qualifications to serve on the Board include his extensive experience as an executive and wealth of accounting knowledge.

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•      Director since 2000

•      Chairman of the Board

•      Chair of Executive Committee

Terry E. Swift, 59, has served as a director of Swift Energy since May 2000 and as Chairman of the Board since June 1, 2006. He has been Chief Executive Officer of the Company since May 2001 and President since February 2015, having previously served as President of the Company from November 1997 to November 2004. He also served as Chief Operating Officer from 1991 to February 2000 and as Executive Vice President from 1991 to 1997. Mr. Swift served in other progressive positions of responsibility since joining the Company in 1981. He holds the degrees of Bachelor of Science in Chemical Engineering and Master of Business Administration. He is the son of the late A. Earl Swift, founder of Swift Energy, and the nephew of Virgil N. Swift, Director Emeritus. His qualifications to serve as a Board member include over thirty years of service with the Company and his decades of technical oil and gas industry experience.

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•      Director since 2006

•      Independent

•      Audit Committee

•      Compensation Committee

•      Corporate Governance Committee

Charles J. Swindells, 72, has served as a director of Swift Energy since February 2006. Ambassador Swindells is currently a Senior Advisor to Bessemer Trust. Ambassador Swindells served as a Senior Advisor of Evercore Wealth Management, a unit of Evercore Partners, from June 2009 until December 31, 2010. He served as Vice Chairman, Western Region of U.S. Trust, Bank of America Private Wealth Management from 1993 until 2001, and again from 2005 until his retirement in January 2009. He also is a director on the board of The Greenbrier Companies, Inc., an international supplier of transportation equipment and services to the railroad industry. Ambassador Swindells served as United States Ambassador to New Zealand and Samoa from 2001 to 2005, and he served as Chairman of the Board of a non-profit board of trustees for Lewis & Clark College in Portland, Oregon, from 1998 until 2001. He holds the degree of Bachelor of Science in Political Science. Ambassador Swindells is qualified to serve on the Board as his several years of service as an ambassador of the United States, along with his business experience, have enabled him to bring to the Board a unique mix of political, legislative and international knowledge and experience.

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Class III Director Nomineeof Strategic Value Partners and is a member of the North American investment team with a focus on energy, transportation and industrials. From 2006 to 2015, he was a Vice President and Operating Executive of Cerberus Capital Management. At Cerberus, Mr. Majeske executed private equity transactions and held various interim executive roles at portfolio companies, including Chief Financial Officer and Chief Restructuring Officer, in both North America and Europe across a range of industries. From 2000 to 2006, Mr. Majeske was a member of the M&A Advisory team at PricewaterhouseCoopers. He received a Bachelor of Business Administration in Finance, Accounting and Economics with High Distinction from the University of Michigan in 2000. He also serves on the Board of Directors of Genco Shipping & Trading, GSE Environmental and White Energy. Mr. Majeske brings a wealth of financial and prior restructuring experience to the Board.

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•      Director since February 2015

•      Independent

•      Audit Committee

•      Corporate Governance Committee

William A. Bruckmann III,63, was appointed effective February 16, 2015, to fill a newly created position on the Company’s Board of Directors. Mr. Bruckmann is a former Managing Director at Chase Securities, Inc., with more than 25 years of banking experience, starting with Manufacturers Hanover Trust Company, where he became a senior officer in 1985. He later served as a Managing Director and sector head of Manufacturers Hanover’s gas pipeline and midstream energy practices through the acquisition of Manufacturers Hanover by Chemical Bank and the acquisition of Chemical Bank by Chase Bank. Mr. Bruckmann currently serves as a member of the board of directors of MarkWest Energy Partners, L.P., and he previously served on the board of Duncan Energy Partners L.P. from 2007 until September 2011, where he was Chairman of the Audit and Conflicts Committee. He also served as a director of Williams Energy Partners L.P. from May 2001 to June 2003. Mr. Bruckmann was chosen as a Board member because of his extensive energy banking knowledge and directorship experience.

Subject to the then-existing terms of our majority voting policy for the election of directors standing for re-election,Nomination Agreement, Swift Energy’s Bylaws provide that a plurality of the votes cast (including votes withheld) by holders of shares entitled to vote is necessary to elect each nominee. Brokers do not have discretion to vote on this proposal without your instruction. If you do not instruct your broker how to vote on this proposal, your broker will deliver anon-vote.

 

The Board of Directors unanimously recommends that shareholders vote “FOR”

all director nominees identified in this proxy statement to serve as Class I directors and one director

nominee identified in this proxy statement to serve as a Class III director.directors.

The persons named as proxies in these proxy materials, unless authority is withheldotherwise directed by a shareholder on a proxy card, intend to vote “FOR” the election of all nominees named in this proxy statement standing for election

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as Class I directors and one nominee named in this proxy statement standing for election as a Class III director.directors. If any nominee should become unavailable or unable to serve as a director, the persons named as proxies may vote for a substitute nominee, or the size of the Board may be reduced accordingly;accordingly, or a new nominee or director may be appointed pursuant to the then-applicable terms of the Nomination Agreement; however, the Board is not aware of any circumstances likely to render any nominee unavailable.

 

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CONTINUING MEMBERS OF THE BOARD OF DIRECTORS

Class I Directors

The biographies for the Class I director nominees are set forth above under “Proposal 1 — 1—Election of Directors.”

Class II Directors

Gabriel L. Ellisor, 43, was named a director of Swift Energy in April 2016. He was designated as a director by the Consenting Noteholders (excluding SVP) pursuant to the Nomination Agreement in conjunction with the Company’s emergence from bankruptcy. Mr. Ellisor served as Chief Financial Officer of Three Rivers Operating Company II from July 2012 – February 2015 and as Chief Financial Officer for Three Rivers Operating Company I from 2010 to 2012, until such acquisition vehicles were sold. Prior to joining Three Rivers, Mr. Ellisor was a principal at Rivington Capital Advisors from 2008 to 2010. Mr. Ellisor has approximately 19 years of experience in the finance sector of the oil and gas industry, including holding various positions at First Interstate Bank, Wells Fargo, and BNP Paribas. Mr. Ellisor earned a B.B.A., with a major in Finance, from Texas Christian University. Mr. Ellisor’s qualifications to serve on the Board include his vast financial and transactional experience.

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•      Director since 2003

•      Independent

•      Chair of Corporate Governance Committee

•      Executive Committee

•      Compensation Committee

Greg Matiuk, 69, has served as a director of Swift Energy since September 2003. After 36 years of service, Mr. Matiuk retired from ChevronTexaco Corporation in May 2003, having served as Executive Vice President, Administrative and Corporate Services since 2001. From 1998 until 2001, he was Vice President, Human Resources and Quality and, from 1996 to 1998, he served as Vice President of Strategic Planning and Quality. Mr. Matiuk began his career at Chevron Corporation in 1967 as a production and reservoir engineer, and while with Chevron Corporation he also held the positions of Vice President of Chevron USA’s Western Operations with responsibility for all onshore and off-shore operations in California, General Manager of Chevron’s production operations in the United Kingdom, and Manager of Production and Drilling for all of Chevron’s operations in Western Australia. He holds the degrees of Bachelor of Science in Geological Engineering and Executive Master of Business Administration. Mr. Matiuk was inducted into the Academy of Geological Engineering and Sciences of Michigan Technological University in 2001 in recognition of his professional excellence and service. He was chosen as a Board member due to his more than four decades of experience in various facets of the energy

Charles W. Wampler, 62, has served as a director of Swift Energy since April 2016. He was also designated as a director by the Consenting Noteholders (excluding SVP) pursuant to the Nomination Agreement in conjunction with the Company’s emergence from bankruptcy. Mr. Wampler served as Chief Operating Officer of Aspect Holdings, President of Aspect Energy and General Exploration Partners (“GEP”) and Board Member for GEP from 2007 to 2016. Mr. Wampler directed theday-to-day management of Aspect’s domestic operations in the US Gulf Coast and international operations in Hungary and Kurdistan, Iraq. Prior to joining Aspect, Mr. Wampler was Chief Operating Officer and Board member of Lewis Energy Group from 2004 to 2007. Prior to joining Lewis Energy, Mr. Wampler was Division Operations Manager and Drilling Manager of EOG Resources from 1984 to 2004 and prior to joining EOG, he held several engineering positions. Mr. Wampler currently serves on the Board of Directors of Energy XXI, a position he has held since December 2016. Mr. Wampler earned his BS in Petroleum Engineering from USL. Mr. Wampler is qualified to serve on the Board due to his decades of operational experience in various facets of the oil and gas industry.

Class III Directors

David Geenberg,33, was appointed a director of Swift Energy in April 2016. He was designated as a director by SVP pursuant to the Nomination Agreement effective upon the Company’s emergence from bankruptcy. Mr. Geenberg isCo-Head of the North American investment team at Strategic Value Partners with a focus on energy, merchant power and infrastructure and has served in that role since January 2016, after having been an important contributor to the investment team since he joined the firm in 2009. From 2005 to 2009, Mr. Geenberg worked at Goldman, Sachs & Co., most recently in the Infrastructure Investment Group and Principal Investment Area focused on power, utility and infrastructure businesses and, prior to that, in the Natural Resources Group in investment banking. Mr. Geenberg received a BA in Economics from Dartmouth College. Mr. Geenberg brings to the Board energy investment banking expertise and significant capital markets knowledge.

Marcus C. Rowland, 64, was named director and Chairman of the Board of Swift Energy on September 26, 2016. He was appointed as Chairman of the Board by our Nominating and Strategy Committee and is classified as an “independent director,” as such term is specifically used in the Nomination Agreement effective upon the Company’s emergence from bankruptcy on April 22, 2016, meaning he was not designated by any of the Consenting Noteholders including SVP. Mr. Rowland is the Founder and currently Senior Managing Director of IOG Capital, LP where he leads such company’s investment team and has served in such position since 2014.

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•      Director since February 2015

•      Independent

•      Compensation Committee

•      Corporate Governance Committee

Ronald L. Saxton, 60, was appointed as a director of Swift Energy Company effective February 16, 2015, to fill the unexpired term following the resignation from the Board of Mr. Bruce H. Vincent. Mr. Saxton is an attorney and former business executive and is currently a shareholder at the law firm Schwabe, Williamson & Wyatt, in Portland, Oregon, a role he assumed January 1, 2015. Previously, Mr. Saxton served as Executive Vice President, Chief Administrative Officer and as a member of the board of directors of JELD-WEN, Inc., a global door and window manufacturer, for more than seven years. Prior to his roles at JELD-WEN, Mr. Saxton practiced law for almost 30 years, co-founding the law firm Ater Wynne, where he served as Chairman for eleven years, and represented a variety of manufacturers, utility and energy companies in their finance, regulatory, contracting, and environmental matters. Mr. Saxton’s qualifications to serve on the Board include his vast legal experience in corporate and regulatory matters and his extensive public policy and political experience.

 

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Mr. Rowland served as the Chief Executive Officer at FTS International, Inc. (formerly Frac Tech International, LLC) from May 2011 through November 2012, and as the President and Chief Financial Officer of Frac Tech Services, LLC and Frac Tech International, LLC from November 2010 to May 2011. Mr. Rowland served as the Chief Financial Officer or equivalent positions of Chesapeake Energy Corporation from 1993, when the company became publicly traded, until October 2010, leaving in the position of Executive Vice President and Chief Financial Officer. Mr. Rowland served as Chief Operating Officer of Anglo-Suisse, LP from 1990 to 1992. Mr. Rowland has served as a director on the boards of a number of public and private companies including Mitcham Industries, Inc. from 2015 to the present, Warren Resources, Inc. from 2012 to 2016 and Chesapeake Midstream Partners from 2010 to 2011. He is an alumnus of Wichita State University. Mr. Rowland is a seasoned oil and gas corporate executive, director, and investment manager with over 40 years of experience in all aspects of upstream and midstream business segments and brings that knowledge along with his expertise in energy mergers, acquisitions, divestitures, public securities transactions, and derivatives facilities to the Board.

Class III DirectorsSean C. Woolverton, 47, was appointed Chief Executive Officer and a member of the Board on March 1, 2017. He was appointed to the Board by our Nominating and Strategy Committee in accordance with the terms of the Nomination Agreement. He was previously the Chief Operating Officer of Samson Resources Company (“Samson”) from November 2013 to February 2017. Samson filed for bankruptcy protection in the Federal Court in the District of Delaware on September 16, 2015, and emerged from bankruptcy on March 1, 2017, shortly after Mr. Woolverton’s resignation. From 2007 to 2013, Mr. Woolverton held a series of positions of increasing responsibility at Chesapeake Energy Corporation, a public independent exploration and development oil and natural gas company, including Vice President of its Southern Appalachia business unit. Prior to joining Chesapeake Energy Corporation, Mr. Woolverton worked for Encana Corporation, a North American oil and natural gas producer, where he oversaw its Fort Worth Basin development and shale exploration teams in North Texas. Earlier in his career, Mr. Woolverton worked for Burlington Resources in multiple engineering and management roles. Mr. Woolverton received his Bachelor of Science degree in Petroleum Engineering from Montana Tech. Mr. Woolverton brings his vast operational leadership and knowledge to Swift Energy and the Board.

The biography for Mr. Bruckmann, Class III director nominee, is set forth above under “Proposal 1 — Election of Directors.” The biographies for the other Class III directors (whose terms do not expire until the 2017 annual meeting) are set forth directly below.

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•      Director since 2004

•      Independent

•      Chair of Audit Committee

•      Corporate Governance Committee

Deanna L. Cannon, 54, has served as a director of Swift Energy since May 2004 and as the Chair of the Audit Committee since May 2010. Ms. Cannon is President of Cannon & Company CPAs PLC, a privately held consulting firm, and also currently serves as a director of Northern Michigan Angels, LLC, an angel investment group. She served as a shareholder and director of Corporate Finance Associates of Northern Michigan, an investment banking firm, from February 2005 to June 2010. She served Miller Exploration Company as Chief Financial Officer and Secretary from November 2001 to December 2003, as Vice President — Finance and Secretary from June 1999 to November 2001 and as a director of one of its wholly owned subsidiaries from May 2001 to December 2003. Miller Exploration Company was a publicly held independent oil and gas exploration and production company that was acquired by Edge Petroleum Corporation in December 2003. Previously, Ms. Cannon was employed in public accounting for 16 years. Ms. Cannon holds a Bachelor of Science degree in Accounting and is a Certified Public Accountant. We believe Ms. Cannon’s qualifications to serve on the Board include her wealth of accounting and financial knowledge, as well as her public company and industry-specific experience.

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•      Director since 2005

•      Independent

•      Lead Director

•      Executive Committee

•      Compensation Committee

Douglas J. Lanier, 65, has served as a director of Swift Energy since May 2005 and currently serves as Lead Director at each executive session of the independent directors. Mr. Lanier retired in 2004 as Vice President of ChevronTexaco Exploration & Production Company, Gulf of Mexico Business Unit. He began his career with Gulf Oil Company in 1972 and served in various positions until 1989, when Mr. Lanier was appointed Assistant General Manager — Production for Chevron USA Central Region in Houston. He served in subsequent appointments until he joined Chevron Petroleum Technology Company as President in 1997. In October 2000, he was appointed Vice President of the Gulf of Mexico Shelf Strategic Business Unit. Mr. Lanier holds the degree of Bachelor of Science in Petroleum Engineering and is a member of the Society of Petroleum Engineers. Mr. Lanier was inducted into the University of Tulsa College of Engineering Hall of Fame in 2003. We believe Mr. Lanier is qualified to serve on the Board as he is an industry veteran with decades of experience in the energy industry.

Affirmative Determinations Regarding Independent Directors and Financial Experts

While we are currently listed on the OTCQX Best Market, throughout this proxy we refer to the New York Stock Exchange (“NYSE”) listing standards in accordance with the charters of our standing committees and the Company’s desire to stay in compliance with the more stringent listing standards of the NYSE. The Board has determined that each of the following directors is an “independent director” as such term is defined in Section 303A.02 of the Listed Company Manual of the NYSE: Michael Duginski, Gabriel L. Ellisor, David Geenberg, Christoph O. Majeske, Marcus C. Rowland, and Charles W. Wampler; in addition, the Board has affirmatively determined that each of these directors has no material relationship with the Company. The Board also has determined that these same directors are each an “independent director” as such term is defined in Section 303A of the Listed Company Manual of the NYSE for Compensation and Nominating and Strategy committee standards. Although these directors do not all serve on each of these committees, six of our seven directors are independent for Compensation and Nominating and Strategy committee purposes at this Annual Meeting. These independent directors represent a majority of the Company’s Board of Directors. Mr. Woolverton is not an independent director because he also serves as Chief Executive Officer of the Company.

The Board has also determined that each of the following directors is an “independent director” as such term is defined in Section 303A of the Listed Company Manual of the New York Stock Exchange, Inc. (“NYSE”): William A. Bruckmann III, DeannaNYSE for Audit Committee purposes: Michael Duginski, Gabriel L. Cannon, Douglas J. Lanier, Greg Matiuk, Ronald L. Saxton, Clyde W. Smith, Jr.,Ellisor, Marcus C. Rowland, and Charles J. Swindells. SevenW. Wampler. Although these directors do not all serve on the Audit Committee, four of our eightseven directors are independent as of the 2015for Audit Committee purposes at this Annual Meeting. These independent directors represent a majority of the Company’s Board of Directors. Mr. T. SwiftWoolverton is not an independent director because he also serves as an officerChief Executive Officer of the Company.Company and Messrs. Geenberg and Majeske are not independent directors for Audit Committee purposes because they are employees of SVP, a substantial shareholder of Swift Energy at the time of this Annual Meeting.

The

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As discussed above, the Board has also determined that each member of the Audit, Compensation and Corporate GovernanceNominating and Strategy Committees of the Board meets the independence requirements applicable to those committees prescribed by the NYSE and the SEC. Further, the Board has determined that DeannaMr. Gabriel L. Cannon,Ellisor, Audit Committee Chair, and Messrs. William A. Bruckmann III and Clyde W. Smith, Jr.,Mr. Michael Duginski, also membersa member of the Audit Committee, are each an “audit committee financial expert,” as such term is defined in Item 407(d) of RegulationS-K promulgated by the SEC.

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The Board reviewed the applicable standards for Board member and Board committee independence and the criteria applied to determine “audit committee financial expert” status, as well as the answers to annual questionnaires completed by each of the independent directors. On the basis of this review, the Board made its independence and “audit committee financial expert” determinations.

Meetings of Independent Directors

At each executive session of the independent directors, the Lead Director presides. Mr. Lanier was elected as Lead Director by the independent directors in May 2010. For purposes of Rule 303A.03 of the NYSE Listed Company Manual, the term “independent directors” is equivalent to “non-management directors.”

Meetings and Committees of the Board

The Board has establishedUpon bankruptcy court confirmation of our Plan of Reorganization on March 31, 2016, and subsequent emergence from bankruptcy on April 22, 2016, the following standing committees:committees have been established by the Board: Audit, Compensation, Corporate Governance and Executive.Nomination and Strategy. Descriptions of the membership and functions of these committees are set forth below.

The following chart identifies the committees upon which each member of the Board serves, the chairs of the committees, and the number of meetings and actions by consent of the Board and the committees during 2014:2016 following the Company’s emergence on April 22, 2016:

 

   Board of
Directors
   Audit   Compensation   Corporate
Governance
   Executive 

Number of meetings held in 2014

   10     10     4     4     0  

Number of actions by consent in 2014

   2     0     0     0     0  
          

Terry E. Swift

   C           C  

William A. Bruckmann III(1)

   M     M       M    

Deanna L. Cannon

   M     C       M    

Douglas J. Lanier

   L       M       M  

Greg Matiuk

   M       M     C     M  

Ronald L. Saxton(1)

   M       M     M    

Clyde W. Smith, Jr.

   M     M     C      

Charles J. Swindells

   M     M     M     M    

Bruce H. Vincent(2)

   M           M  
   Board of
Directors
   Audit   Compensation   Nominating  and
Strategy
(1)
 

Number of meetings held following emergence in 2016

   11    4    1    0 

Number of actions by consent following emergence in 2016

   3    0    0    0 
        

Marcus C. Rowland

   C        M 

Michael Duginski

   M    M      C 

Gabriel L. Ellisor

   M    C    M   

David Geenberg

   M        M 

Peter Kirchof(2)

   M      C    M 

Christoph O. Majeske(3)

   M      C   

Charles W. Wampler

   M    M    M   

Sean C. Woolverton(4)

   M       

Terry E. Swift(5)

   M       

C=      Chair
M=      Member
(1)Nominating and Strategy meetings and action items following the Company’s emergence from bankruptcy, were addressed as a committee report within our full Board meetings and informal telephonic conversations amongst committee members.
(2)Mr. Kirchof was replaced by Mr. Majeske as a Board member and SVP Designated Director on September 27, 2016, pursuant to the Nomination Agreement; therefore, the above chart reflects his Board and committee membership through September 27, 2016.
(3)While Mr. Majeske has been a member of Swift Energy’s Board since September 27, 2016, he was more recently appointed Chairman of the Compensation Committee on March 22, 2017; therefore, his indication as Compensation Committee Chair in this table is solely to illustrate the current composition of the Swift Energy Board and its committees.
(4)Mr. Woolverton was not a member of Swift Energy’s Board until March 1, 2017. Therefore, his inclusion in this table is solely to illustrate the current composition of the Swift Energy Board.
(5)Mr. Swift retired as an officer and director of the Company effective October 7, 2016; therefore, the above chart reflects his Board membership through the effective date of his retirement.

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The following chart identifies the committees upon which each former member of the Board served, the chairs of the committees, and the number of meetings and actions by consent of the previous Board and the committees during 2016 from January 1, 2016 up until the Company’s emergence from bankruptcy on April 22, 2016. Following the Company’s emergence, all of the belownon-employee directors (all directors except Mr. Swift) ceased to be members of the Board and certain committees dissolved or changed.

   Board of
Directors
   Audit   Compensation   Corporate
Governance
   Finance
Committee
   Executive 

Number of meetings held prior to emergence in 2016

   3    2    1    4    1    0 

Number of actions by consent prior to emergence in 2016

   1    0    0    0    0    0 
            

Terry E. Swift

   C          M    C 

William A. Bruckmann III

   M    M      M    C   

Deanna L. Cannon

   M    C      M    M   

Douglas J. Lanier

   L      M        M 

Greg Matiuk

   M      M    C      M 

Ronald L. Saxton

   M      M    M    M   

Clyde W. Smith, Jr.

   M    M    C      M   

Charles J. Swindells

   M    M    M    M     

 

C=      Chair
L=      Lead Director
M=      Member
(1)Messrs. Bruckmann and Saxton were not members of Swift Energy’s Board until February 16, 2015. Therefore, their inclusion in this table is solely to illustrate the current composition of the Swift Energy Board and its committees.
(2)Mr. Vincent retired as an officer and director of the Company effective February 15, 2015; therefore, the above chart reflects his Board and committee membership through the effective date of his retirement.

During 2014,the period in 2016 that each director was on the Board, each respective director (both current and former directors) attended at least 75% of the aggregate of (i) the total number of meetings of the Board and (ii) the total number of meetings of all committees of the Board on which he or she served.

Audit Committee

The Audit Committee assists the Board in fulfilling its responsibilities with respect to oversight in monitoring: (i) the integrity of the financial statements of the Company; (ii) Swift Energy’s compliance with legal and regulatory requirements; (iii) the independent auditor’s selection, qualifications and independence; and (iv) the performance of Swift Energy’s internal audit function and independent auditor. The committee is required to be comprised of three or morenon-employee directors, each of whom is determined by the Board to

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be “independent” under the rules promulgated by the SEC under the Securities Exchange Act of 1934 (the “Exchange Act”) and meets the financial literacy and experience requirements under the rules or listing standards established by the NYSE, all as may be amended. In addition, at least one member of the committee must satisfy the definition of “audit committee financial expert” as such term may be defined from time to time under the rules promulgated by the SEC. The Board has determined that Ms. CannonMessrs. Ellisor and Messrs. Bruckmann and SmithDuginski qualify as audit committee financial experts and that each member of the Audit Committee is independent as defined in the NYSE Listed Company Manuallisting standards and the Exchange Act rules, of the SEC, and each meets the financial literacy and experience requirements established by the NYSE. A report of the Audit Committee appears later in this proxy statement. Ms. CannonMr. Ellisor (Committee Chair) and Messrs. Bruckmann, SmithDuginski and SwindellsWampler are members of our current Audit Committee. Prior to Swift Energy’s emergence from January 1, 2016 through April 21, 2016, the Audit Committee.Committee of the Board consisted of Ms. Deanna L. Cannon (former Committee Chair) and Messrs. William A. Bruckmann III, Clyde W. Smith, Jr. and Charles J. Swindells, all of whom were independent directors.

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Compensation Committee

The Compensation Committee holds the responsibilities of the Board relating to compensation of the Company’s executive officers. This includes evaluating the compensation of the executive officers of the Company and its affiliatesprimary operating subsidiary, Swift Energy Operating, LLC, and their performance relative to their compensation to assure that such executive officers are compensated effectively in a manner consistent with the strategy of Swift Energy, competitive practices, and the requirements of the appropriate regulatory bodies. In addition, this committee evaluates and makes recommendations to the Board regarding the compensation of the directors. The Compensation Committee also evaluatesmay evaluate and approvesapprove any amendment, some which may require shareholder approval, to the Company’s existing equity-related plans and approves the adoption of any new equity-related plans, subject to shareholder and Board approval. The Compensation Committee is required to be comprised of at least three directors who arenon-employee directors and determined by the Board to be independent under SECapplicable Exchange Act rules and the NYSE’sNYSE listing standards. The Board has determined that all Compensation Committee members are independentqualify as defined by thenon-employee directors under applicable Exchange Act rules and NYSE listing standards or rules of the SEC and NYSE.standards. The report of the Compensation Committee is included below. Messrs. Smithas part of the “Compensation Discussion and Analysis” of this proxy statement. Mr. Majeske (Committee Chair), Lanier, Matiuk, SaxtonEllisor and SwindellsWampler are members of theour current Compensation Committee.

Aon HewittLongnecker and Associates (“Longnecker”) has been engaged by the Compensation Committee since the fourth quarter of 2012Company’s emergence from bankruptcy on April 22, 2016, to serve as its independent compensation consultant. Aon HewittThe Company did not utilize a compensation consultant prior to its emergence from bankruptcy during 2016. Longnecker reports directly to our Compensation Committee and has provided expert advice on the design and implementation of the Company’s compensation policies and programs.programs post-emergence. To the best of the Company’s knowledge, there are no conflicts between Aon HewittLongnecker and any member of the Board. Aon Hewitt was also engaged, through an independent selection process of management, as the Company’s health and welfare benefits broker beginning April 2014; the fees paid to Aon Hewitt as the Company’s health and welfare benefits broker do not currently meet the threshold required for disclosure.

Compensation Committee Interlocks and Insider Participation

During 2014,2016 following the Company’s reorganization and emergence from bankruptcy on April 22, 2016, the Compensation Committee of the Board consisted of Messrs. Smith, Lanier, MatiukEllisor and Swindells,Wampler and Mr. Kirchof as Committee Chair, (until he was replaced as an SVP Designated Director on the Board pursuant to the Nomination Agreement on September 27, 2016), all of whom are independent directors. Mr. Saxton joined the Company’sdirectors for Compensation Committee in February 2015 when he became a director.standards. Mr. Majeske was appointed Chairman of the Compensation Committee on March 22, 2017, and is also an independent director for Compensation Committee purposes. Prior to Swift Energy’s emergence from January 1, 2016 through April 21, 2016, the Compensation Committee of the Board consisted of Messrs. Clyde W. Smith, Jr. (former Committee Chair), Douglas J. Lanier, Greg Matiuk, Ronald L. Saxton and Charles J. Swindells, all of whom were independent directors. To the Company’s knowledge, there are no compensation committee interlocks involving members of the Compensation Committee (including Mr. Saxton)(both past and present) or other directors of the Company.

Corporate GovernanceNominating and Strategy Committee

The Corporate GovernanceNominating and Strategy Committee identifies individuals qualified to become directors, nominates candidates for directorships and also recommends to the Board the membership of each of the Board’s committees. ThisSubject to the Nomination Agreement, this committee may consider nominees recommended by shareholders upon written request by a shareholder in accordance with the procedures for submitting shareholder proposals.shareholder. The Corporate GovernanceNominating and Strategy Committee develops, monitors and recommends to the Board corporate governance principles and practices applicable to Swift Energy. The committee also assists management of the Company in identifying, screening

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and recommending to the Board individuals qualified to become executive officers of the Company. In addition, this committee administers the Company’s Conflict of Interest Policy. The Corporate GovernanceNominating and Strategy Committee is required to be comprised of at least three directors who arenon-employee directors and determined by the Board to be independent under the NYSE listing standards and the rules of the SEC.Exchange Act rules. Messrs. MatiukDuginski (Committee Chair), Bruckmann, Saxton, SwindellsGeenberg and Ms. CannonRowland are members of the Corporate GovernanceNominating and Strategy Committee and, as determined by the Board, all are independent as defined in the NYSE listing standards and rules of the SEC. Prior to Swift Energy’s emergence

Executive

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from January 1, 2016 through April 21, 2016, the Corporate Governance Committee

The Executive Committee is authorized to act for (now the Nominating and Strategy Committee) of the Board at times when it is not convenient for the full Board to act as an assembled board, except where full Board action is required by applicable law. Any action taken by the Executiveconsisted of Messrs. Greg Matiuk (former Committee is required to be reported at the next full Board meeting. Messrs. T. Swift (Committee Chair), MatiukWilliam A. Bruckmann III, Ronald L. Saxton and Lanier are membersCharles J. Swindells and Ms. Deanna L. Cannon, all of the Executive Committee. Mr. Vincent was a member of the Executive Committee up until his retirement on February 15, 2015.whom were independent directors.

Board Leadership Structure; Meetings of Independent Directors; Role in Risk Oversight

Under Swift Energy’s Bylaws,While our Principles for Corporate Governance do not require that ourNon-Executive Chairman of the Board and Chief Executive Officer positions be separate, effective upon the Company’s emergence from bankruptcy and under the Plan of Directors may appointReorganization and the same personpresent terms of the Nomination Agreement, theNon-Executive Chairman position and the Chief Executive Officer position were separated. Mr. Rowland was appointed as theNon-Executive Chairman when he joined the Board in September 2016 and Mr. Woolverton was named Chief Executive Officer in March 2017.

The Board believes that this leadership structure is appropriate at this time as it allows our Chief Executive Officer to servemanage and lead theday-to-day business while allowing theNon-Executive Chairman to provide independent leadership to the Board.

At each executive session of the independent directors, Mr. Rowland as theNon-Executive Chairman of the Board presides. For purposes of Rule 303A.03 of the NYSE Listed Company Manual, the term “independent directors” is equivalent to“non-management directors.”

Along with our separation of the Chairman of the Board and the Company’s Chief Executive Officer. The Board believes that the Chief Executive Officer bears the primary responsibility for managing the day-to-day business of Swift Energy and is the most informed about the Company’s overall strategic direction, which makes him the best person at this time to lead the Company’s Board of Directors as Chairman and to ensure that key strategic business and governance issues are considered by the Board. This combined role promotes decisive leadership and clear accountability.

Mr. Terry E. Swift has served as Chairman of the Board since June 1, 2006, and as a director of the Company since May 2000, as the Chief Executive Officer of Swift Energy since May 2001, and as President since February 2015, having previously served as President of the Company from November 1997 to November 2004. The Board believes that having Mr. T. Swift fill the role of both Chairman and CEO remains the best leadership structure for Swift Energy.

Mr. T. Swift is joined in leadership of the Board by our Lead Director, Mr. Douglas Lanier, who is a non-management director. Mr. Lanier has significant Board experience, decades of oil and gas executive experience, and the experience of serving on two Board committees for Swift Energy, including the Executive Committee. As such, Mr. Lanier is a qualified advisor to Mr. T. Swift and makes himself available for consultation at all times. Weroles, we also have other checks and balances for our Board structure:

 

our Audit, Compensation and Corporate GovernanceNominating and Strategy committees are all completely independent, as required;

 

sevensix of our eightseven Board members are independent;independent for Compensation and Nominating and Strategy committee standards;

four of our seven Board members are independent for Audit Committee standards;

 

our independent Corporate GovernanceNominating and Strategy Committee (in conjunction with the Nomination Agreement in effect) has responsibility for Board and management succession planning and related recommendations to the full Board;

 

led by the Corporate GovernanceNominating and Strategy Committee, a Board assessment iswill be conducted annually, assessing the entire Board (not just the current class of nominees) and its committees;

 

following most meetings of the Board, the Lead DirectorNon-Executive Chairman presides over an executive session of the independent membersdirectors of the Board; and

 

as provided in “Communications with the Board of Directors” on page 62,in this proxy statement, any shareholder may communicate with the Lead DirectorBoard of Directors ornon-management independent directors, as appropriate on sensitive issues about management or corporate governance.appropriate.

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The full Board is responsible for general oversight of enterprise risk concerns inherent in our business. At each Board meeting, the Board receives reports from members of our senior management that help the Board assess the risks we face in the conduct of our business. Members of our senior technical staff frequently make presentations to the Board about current and planned exploration and development activities that may subject us to operational and financial risks. In addition, the Audit Committee reviews the effectiveness of our internal controls over financial reporting, which are designed to address risks specific to financial reporting, with our internal auditors and independent accountants at least annually. Through the Company’s independent Audit, Compensation, and Corporate Governance committees, Swift Energy has established processes for the effective oversight of critical issues, such as integrity

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of our financial statements by our Audit Committee, executive compensation by our Compensation Committee, and corporate governance, executive compensation, andincluding the selection of directors and director nominees.nominees by our Nominating and Strategy Committee.

Compensation of Directors

In accordance with its charter, the Compensation Committee periodically evaluates the compensation ofnon-employee directors for service on the Board and on Board committees. In consultation with an independent compensation consultant, the Compensation Committee recommends annual retainer and meeting fees fornon-employee directors and fees for service on Board committees, sets the terms and awards of any stock-based compensation and submits these recommendations to the Board of Directors for approval subject to shareholder approval, if required. Directors who are also employees of the Company or our significant shareholder, SVP, receive no additional compensation for service as directors.

In order to attract qualified directors following the Company’s reorganization and emergence from bankruptcy, Messrs. Duginski, Ellisor and Wampler, ournon-employee directors, other than the Chairman of the Board or an SVP Designated Director, were offered a compensation package that was expected to include an equity award with an aggregate value equal to approximately 0.25% of the Company’s outstanding stock on the grant date. To date,one-third of such award (5,286 restricted stock units and 3,524 stock options) has been granted to Messrs. Duginski, Ellisor and Wampler. Restrictions on the restricted stock units that have been granted lapse on the first anniversary of the grant date. The stock options become exercisable on the first anniversary of the grant date and remain exercisable until the fifth anniversary of the grant date. Due to share limitations in the Company’s equity plan upon emergence from bankruptcy, it is expected that the remainingtwo-thirds of such award will be granted to each eligiblenon-employee director in future years.

Similarly, in order to recruit a qualifiednon-executive Chairman of the Board following the Company’s reorganization and emergence from bankruptcy, Mr. Rowland, as Chairman of the Board, was offered a compensation package that was expected to include an equity award with an aggregate value equal to approximately 1.25% of the Company’s outstanding stock on the grant date. The award was granted in January 2017 and included 64,263 restricted stock units and 64,263 stock options. Restrictions on the restricted stock units lapse in three equal installments over a three-year period beginning September 26, 2017. The stock options become exercisable annually in three equal installments over a three year period beginning September 26, 2017, and remain exercisable until the fifth anniversary of the grant date. Mr. Rowland also received aone-time, nominal onboarding cash bonus of $1,000 as Chairman of the Board.

The above equity grants to ournon-employee directors and the Chairman of the Board wereone-time awards used to recruit qualifiednon-employee directors following Swift Energy’s reorganization and emergence from bankruptcy. The Compensation Committee has not approved an annual equity award program for ournon-employee directors at this time.

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The following table shows the annual cash compensation payable to ournon-employee directors following Swift Energy’s reorganization and emergence from bankruptcy on April 22, 2016. The Compensation Committee has not approved an annual cash retainer for non-employee directors for 2014:service as Chairman of the Board at this time.

 

Annual Board Retainer

  $55,500   

Annual Meeting Fee Payment

  $12,500    (1)  

Annual Committee Retainer

  $5,000    (2)  

Committee Premiums:

   

Audit Committee Chair

  $15,000    (3)  

Compensation Committee Chair

  $10,000    (4)  

Corporate Governance Committee Chair

  $8,000    (4)  

Executive Committee Member

  $8,000   

Lead Director Premium

  $8,000   

Annual Restricted Stock Grant Value

  $140,000    (5)  

Annual Board Retainer

  $70,000   (1) 

Committee Chair Premiums:

   

Audit Committee Chair

  $20,000   (2) 

Compensation Committee Chair

  $0   (3) 

Nominating and Strategy Committee Chair

  $5,000   (4) 

(1)Annual cash compensation for allnon-employee directors other than the Chairman of the Board or an SVP Designated Director. Directors who are employees of our significant shareholder, SVP, have elected to receive no additional compensation (neither cash nor equity) for their service as directors.
(2)Annual fee for serving as Audit Committee Chair.
(3)Annual fee for serving as Compensation Committee Chair. As both directors who have served as Compensation Committee Chair have been SVP employees, no compensation has been tied to such position.
(4)Annual fee for serving as Nominating and Strategy Committee Chair.

The below table sets forth certain summary information regarding actual compensation paid or accrued by the Company to or on behalf of the Company’snon-employee directors subsequent to Swift Energy’s reorganization and emergence from bankruptcy on April 22, 2016 through December 31, 2016:

Name

(a)

  Fees Earned
or Paid in
Cash

($)
(b)
   Stock
Awards

($)(1)
(c)
   Option
Awards

($)(1)
(d)
   Non-Equity
Incentive

Plan
Compen-
sation

($)
(e)
   Change in
Pension  Value
and
Nonqualified
Deferred
Compen-
sation
Earnings

($)
(f)
   All
Other
Compen-
sation

($)(2)
(g)
   Total
($)
(h)
 

Michael Duginski

  $52,083   $122,900   $44,537   $    —     $    —     $       $219,520 

Gabriel L. Ellisor

  $62,500   $122,900   $44,537   $—     $—     $    —     $229,937 

David Geenberg(3)

  $—     $    —     $    —     $—     $—     $—     $—   

Peter Kirchof(3)

  $—     $—     $—     $—     $—     $—     $—   

Christoph O. Majeske(3)

  $—     $—     $—     $—     $—     $—      —   

Marcus C. Rowland(4)

  $1,000   $—     $—     $—     $—     $—     $1,000 

Charles W. Wampler

  $48,611   $122,900   $44,537   $—     $—     $—     $216,048 

(1)The amounts in columns (c) and (d) reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for awards granted during 2016. Assumptions used in the calculation of these amounts are included in Note 8 to Consolidated Financial Statements for the fiscal year ended December 31, 2016, included in our Annual Report on Form10-K. All awards were outstanding on December 31, 2016.
(2)No perquisites are reported in this column, as the perquisites provided to each director during 2016 did not exceed $10,000 in the aggregate.
(3)Directors who as employees of our significant shareholder, SVP, and have been designated by SVP to serve as directors, have elected to receive no compensation for their service as directors.
(4)Mr. Rowland received a $1,000 onboarding bonus. The equity awards that Mr. Rowland was offered as part of his compensation package as Chairman of the Board were not granted until 2017; accordingly, he did not receive any equity awards during fiscal year 2016.

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The following table shows annual compensation payable to our formernon-employee directors prior to Swift Energy’s reorganization and emergence from bankruptcy on April 22, 2016. This table includes both prior committees and directorships that are no longer effective in the reorganized Company.

Annual Board Retainer

  $55,500  

Annual Meeting Fee Payment

  $12,500   (1) 

Annual Committee Retainer

  $5,000   (2) 

Committee Premiums:

   

Audit Committee Chair

  $15,000   (3) 

Compensation Committee Chair

  $10,000   (4) 

Corporate Governance Committee Chair

  $8,000   (4) 

Finance Committee Chair

  $10,000   (5) 

Finance Committee Member

  $10,000   (5) 

Executive Committee Member

  $8,000  

Lead Director Premium

  $8,000  

Annual Restricted Stock Grant Value

  $140,000   (6) 

 

(1)Annual meeting fee paid for a minimum of five meetings.
(2)Annual fee for serving on one or more committees.
(3)Annual fee for a minimum of four meetings.
(4)Annual fee for a minimum of two meetings.
(5)Number of restricted shares to be determined, based onThe Finance Committee Chair Premium and the closing stock price on the day after the 2014 Annual Meeting. Restrictions on restricted shares lapse as to one-thirdFinance Committee Member Premium areone-time payments following Compensation Committee approval of such shares each year beginningfees. No such fees were paid in 2016 due to Swift Energy’s bankruptcy and subsequent reorganization and emergence from bankruptcy.
(6)Due to Swift Energy’s bankruptcy, subsequent reorganization and emergence from bankruptcy, no restricted stock was awarded to the formernon-employee directors in 2016. Further, any unvested restricted stock grants previously awarded to our formernon-employee directors were cancelled upon the Company’s emergence from bankruptcy on the first anniversary of the grant date and, subject to a 1-year service requirement; restrictions on all shares lapse when a director ceases to be a member of the Board.

2015 Proxy StatementLOGO   | 13April 22, 2016.


The followingbelow table sets forth certain summary information regarding actual compensation paid or accrued by the Company to or on behalf of the Company’s formernon-employee directors (excluding Messrs. Bruckmannprior to Swift Energy’s reorganization and Saxton, who did not become directors until February 2015)emergence from bankruptcy on April 22, 2016, for the fiscal year ended December 31, 2014:2016:

 

Name

(a)

  Fees Earned
or Paid in
Cash
($)

(b)
   Stock
Awards
($)(1)

(c)
   Option
Awards
($)(1)

(d)
   Non-Equity
Incentive

Plan
Compen-
sation
($)

(e)
   Change in
Pension Value
and
Nonqualified
Deferred
Compen-
sation
Earnings
($)

(f)
   All Other
Compen-
sation
($)(2)

(g)
   Total
($)

(h)
 

Deanna L. Cannon(3)

  $88,000    $140,081    $    —      $    —      $    —      $    —      $228,081  

Douglas J. Lanier(3)

  $89,000    $140,081    $—      $—      $—      $—      $229,081  

Greg Matiuk(3)

  $89,000    $140,081    $—      $—      $—      $—      $229,081  

Clyde W. Smith, Jr.(3)

  $83,000    $140,081    $—      $—      $—      $602    $223,683  

Charles J. Swindells(3)

  $73,000    $140,081    $—      $—      $—      $583    $213,664  

Name

(a)

  Fees Earned
or Paid in
Cash

($)
(b)
   Stock
Awards

($)
(c)
   Option
Awards

($)
(d)
   Non-Equity
Incentive

Plan
Compen-
sation

($)
(e)
   Change in
Pension  Value
and
Nonqualified
Deferred
Compen-
sation
Earnings

($)
(f)
   All
Other
Compen-
sation

($)(1)
(g)
   Total
($)
(h)
 

William A. Bruckmann III

  $36,500   $    —     $    —     $    —     $    —     $    —     $36,500 

Deanna L. Cannon

  $44,000   $—     $—     $—     $—     $—     $44,000 

Douglas J. Lanier

  $44,500   $—     $—     $—     $—     $—     $44,500 

Greg Matiuk

  $44,500   $—     $—     $—     $—     $—     $44,500 

Ronald L. Saxton

  $36,500   $—     $—     $—     $—     $—     $36,500 

Clyde W. Smith, Jr.

  $41,500   $—     $—     $—     $—     $—     $41,500 

Charles J. Swindells

  $36,500   $—     $—     $—     $—     $—     $36,500 

 

(1)The amounts in columns (c) and (d) reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for awards granted during that year. Assumptions used in the calculation of these amounts are included in Note 6 to Consolidated Financial Statements in the Company’s audited financial statements for the fiscal year ended December 31, 2014, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.
(2)No perquisites are includedreported in this column as to any independent director, as the aggregate perquisites for anyprovided to each director during 20142016 did not exceed $10,000. The amounts included for Messrs. Smith and Swindells represent gross-up reimbursement payments for spousal travel.$10,000 in the aggregate.
(3)At December 31, 2014, the aggregate number of stock options and restricted stock awards outstanding include:

 

Name

2017 Proxy Statement
  Stock OptionsLOGO   | 19Restricted Stock Awards

Deanna L. Cannon

—  21,254

Douglas J. Lanier

—  21,254

Greg Matiuk

—  21,254

Clyde W. Smith, Jr.

—  21,254

Charles J. Swindells

—  21,254


Nominations for Directors

Identifying Candidates

The Corporate GovernanceSubject to the then-applicable terms of the Nomination Agreement, the Nominating and Strategy Committee, in consultation with the Chairman of the Board, is responsible for identifying and screening potential director candidates and recommending qualified candidates to the Board for nomination. The Committee will also consider director candidates recommended by the shareholders in accordance with the Company’s Bylaws. For information on how to recommend a director candidate, refer to “Shareholder Proposals” on page 61.in this proxy statement.

Qualifications

The Board codified standards for directors in the Board’sSwift Energy’s Principles for Corporate Governance. These principles provide that the Board should encompass a diverse range of talent and perspectives, skill and expertise sufficient to provide sound and prudent guidance with respect to the Company’s operations and interests. The Principles for Corporate Governance also provide that at all times a majority of the Board must be “independent directors” as defined from time to time by the listing requirements of the NYSE and any specific requirements established by the Board. The Corporate GovernanceNominating and Strategy Committee has not established a specific minimum or maximum age in any governing document, education, years of business experience or specific types of skills for potential director candidates; but, in general, consideration is given to each candidate’s reputation, mature judgment, career specialization, relevant technical skills, diversity and the extent to which the candidate would fill a present need on the Board.

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The Company’s Principles for Corporate Governance require that each director:

 

understand Swift Energy’s business and the marketplaces in which it operates;

 

regularly attend meetings of the Board and of the Board committee(s) on which he or she serves;

 

review the materials provided in advance of meetings and any other materials provided to the Board from time to time;

 

monitor and keep abreast of general economic, business and management news and trends, as well as developments in Swift Energy’s competitive environment and Swift Energy’s performance with respect to that environment;

 

actively, objectively and constructively participate in meetings and the strategic decision-making processes;

 

share his or her perspective, background, experience, knowledge and insights as they relate to the matters before the Board and its committees;

 

be reasonably available when requested to advise the CEO and management on specific issues not requiring the attention of the full Board but where an individual director’s insights might be helpful to the CEO or management; and

 

be familiar and comply in all respects with the Code of Ethics and Business Conduct of the Company.

We have not adopted a specific written policy with respect to diversity; however, the Corporate GovernanceNominating and Strategy Committee considers principles of diversity as a factor in evaluating nominees to recommend for service on our Board. As part of the Board’s succession planning and annual self-assessment process and in accordance with the terms of the then-applicable Nomination Agreement, the Board reviews the diversity of specific skills and characteristics necessary for the optimal functioning of the Board in its oversight of the Company over both the short and longer term. The Board’s succession planning requires the Corporate GovernanceNominating and Strategy Committee and the Board to assess the skill areas currently represented on the Board and those skill areas represented by directors expected to retire or leave the Board in the near future against the target skill areas established annually

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by the Board, as well as recommendations of directors regarding skills that could improve the overall quality and ability of the Board to carry out its function. The Board then establishes the specific target skill areas or experiences that are to be the focus of a director search, when necessary. Specific qualities or experiences could include experience in the Company’s industry, financial or technological expertise, experience in situations comparable to the Company’s, leadership experience and relevant geographical experience. The effectiveness of the Board’s diverse mix of skills and experiences is also considered and reviewed as part of each Board self-assessment. For instance, through an evaluation of several qualified candidates for the Board during the second half of 2014, Messrs. Bruckmann and Saxton were selected to begin service in February 2015, in large part, due to their specialized banking, transactional and regulatory experience that the Board desired to enhance due to the Board’s current skill-set composition and the retirement of Mr. Vincent from the Board, also in February 2015.

Nomination of Candidates

In determining whether to nominate a candidate, either from an internally generated, or shareholder recommendation or appointment under the Corporate Governanceterms of the then-existing Nominating Agreement, the Nominating and Strategy Committee will consider the composition and capabilities of existing Board members, as well as additional capabilities considered necessary or desirable in light of existing and future Company needs. The Corporate GovernanceNominating and Strategy Committee also exercises its independent business judgment and discretion in evaluating the suitability of any recommended candidate for nomination.

Corporate Governance

Part of the Company’s historical and ongoing corporate governance practices is the Company’s policy that requires officers, directors, employees and certain consultants of the Company to submit annual disclosure

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statements regarding their compliance with the Company’s Conflict of Interest Policy. A management representation letter is provided to the Corporate GovernanceNominating and Strategy Committee of the Board regarding the results of the annual disclosure statements and management’s assessment of any potential or actual conflict of interest. Based on this assessment and further discussion with management, the Corporate GovernanceNominating and Strategy Committee then directs management on what additional action, if any, the committee determines is necessary to be undertaken with regard to any potential or actual conflict of interest or related-party transaction.

The Company also requires that officers, directors, employees and certain consultants of the Company provide an annual reaffirmation of the Company’s Code of Ethics and Business Conduct. A copy of the Code of Ethics and Business Conduct is redistributed in connection with this requirement, and each person is asked to reaffirm andre-acknowledge that they have reviewed and refreshed their knowledge of the provisions of the Code of Ethics and Business Conduct and will comply with such code. They also reaffirm their understanding that their continued service to the Company is dependent upon compliance with the Company’s Code of Ethics and Business Conduct. In addition, all officers, directors, employees and certain consultants are required to annually recertify their understanding of, and adherence to, the Company’s Insider Trading Policy. A copy of the Insider Trading Policy is also redistributed in connection with this requirement.

Each of the Audit, Compensation and Corporate GovernanceNominating and Strategy Committees has a charter. Each such charter is reviewed annually by the applicable committee, and all of the charters are reviewed by the Corporate GovernanceNominating and Strategy Committee. The committee charters, the Board-adopted Principles for Corporate Governance and the Code of Ethics and Business Conduct are applicable to all employees and directors, and to certain consultants, and are posted on the Company’s website at www.swiftenergy.com. The committee charters, Principles for Corporate Governance and Code of Ethics and Business Conduct are also available in print, without charge, to any shareholder who requests a copy. Requests should be directed to the Company’s Investor Relations Department at 17001 Northchase Drive, Suite 100, Houston, Texas 77060; by telephone at (281) 874-2700 or (800) 777-2412; or by email to info@swiftenergy.com.

In addition, the Code of Ethics for Senior Financial Officers and Principal Executive Officer, as adopted by the Board, is posted on Swift Energy’s website, where the Company also intends to post any waivers from or amendments to this code.code within four business days following any such waiver or amendment.

Related-Party Transactions

We receiveFollowing the Company’s reorganization and emergence from bankruptcy on April 22, 2016, no related-party transactions or relationships exist to the Company’s knowledge. Prior to our reorganization, we received research, technical writing, publishing, and website-related services fromTec-Com Inc., a corporation located in

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Knoxville, Tennessee which isand controlled and majority owned by Lorraine Abbott, the aunt of the Company’s Chairman of the Board,Terry E. Swift, our former Chief Executive Officer and President. This relationship is presented to the Corporate Governance Committee each year in the annual disclosure statement process as described above in “Corporate Governance.”Director. The contract withTec-Comwas originally renewed July 1, 2014, and was set to expire June 30, 2015. However, as the Company has recently done with many vendors due to the downturn in commodity prices, the Company and Tec-Com renegotiated the contract and entered into a new contractterminated effective March 2, 2015, which is set to expire June 30, 2016, with significantly reduced pricing31, 2016. We paidTec-Com, for the services. We paid approximately $0.58 million to Tec-Com for such services for 2014 pursuant to the terms of the contract, between the parties. We believe the compensation paid to Tec-Com is consistent with unrelated third-party arrangements for similar services.approximately $119,000 in 2016.

Other than the Company’s Conflict of Interest Policy, the Company has not adopted a formal related-party transaction policy. As a matter of corporate governance policy and practice, all related-party transactions are presented to and considered by the Corporate GovernanceNominating and Strategy Committee of the Company’s Board of Directors. See the discussion set forth above under “Corporate Governance” regarding the Conflict of Interest Policy and related annual disclosure process used to identify and evaluate related-party transactions, if any, disclosed by our directors, officers, employees and certain consultants.

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Director Emeritus

Mr. Virgil Swift served as a director from 1981 until the 2005 annual meeting of shareholders, at which time he was given the honorary title of Director Emeritus.Emeritus at the Company’s 2005 annual meeting of shareholders, a title he held through the Company’s emergence from bankruptcy. As this is an honorary distinction, no compensation iswas paid to Mr. V. Swift as Director Emeritus. TheMr. Swift had previously served as a director of Swift Energy from 1981 through the 2005 annual meeting of shareholders. In 2005, the full Board concluded that the service of Mr. V. Swift, due to his extensive experience with Swift Energy and the oil and gas industry, was an invaluable asset to the Company, and thus a consulting agreement was entered into with him.him which was in effect until the parties agreed to terminate the consulting agreement effective March 31, 2016, in conjunction with Swift Energy’s reorganization. As such, Mr. V. Swift regularly attendsattended Board and committee meetings. Mr. V. Swift received compensation during 2014 pursuant to a consulting agreement which has been in effect since July 2000 and was renewed on similar terms effective July 1, 2006 and amended on February 25, 2009. In 2014, Mr. V. Swift was paid approximately $5,860 per month under the consulting agreement. Pursuant to such agreement, and amendments, Mr. V. Swift providesalso provided advisory services to key employees, officers and directors, and as otherwise requested by the Chairman of the Board, Chief Executive Officer andand/or President. The monthly payment will increase by four percent (4%) per year as a resultMr. Swift received compensation of an annual inflation provision. Theapproximately $18,500 during 2016 pursuant to his consulting agreement. During the first quarter of 2016, the parties agreed to terminate the consulting agreement is terminable by either party without cause upon two weeks’ written notice.effective March 31, 2016.

Retired PresidentChief Executive Officer and Director

Mr. Bruce H. Vincent, 67,Terry E. Swift, 61, retired as PresidentChief Executive Officer and a director of Swift Energy effective February 15, 2015, and resigned as a member of the Board of Directors as of that same date, after serving the Company for 25 years.October 7, 2016. Mr. Vincent servedSwift was elected as a director of Swift Energy in May 2000 and was previously appointed Chairman of the Board from June 2006 through April 2016. He served as Chief Executive Officer from May 20052001 until his retirement, and as President of the Company from November 2004 until his retirement. HeFebruary 2015 through April 2016, having previously served in a variety of strategic roles for the Company, including Secretaryas President of the Company from November 1997 to November 2004. He also served as Chief Operating Officer from 1991 to February 2008 until August 20122000 and from August 2000 until May 2005, as Executive Vice President — Corporate Development from August 20001991 to November 2004,1997. Mr. Swift served in other progressive positions of responsibility since joining the Company in 1981. He was an executive officer of Swift Energy when it filed for relief under the Bankruptcy Code on December 31, 2015, and as Senior Vice President — Funds Managementthroughout the Company’s reorganization and emergence from 1990 (when he joined the Company) to 2000.bankruptcy on April 22, 2016. Mr. Vincent is a recent Immediate Past Chairman of the Independent Petroleum Association of America andSwift holds the degrees of Bachelor of ArtsScience in Chemical Engineering and Master of Business Administration. He is the son of the late A. Earl Swift, founder of Swift Energy, and the nephew of Virgil N. Swift, who served as Director Emeritus until March 2016.

In connection with his retirement, Mr. VincentSwift and the Company entered into an Agreement and Release pursuant to the Third Amended and Restated Employment Agreement effective April 22, 2016, and a retirementsix month consulting services agreement to assist in the transition of new executive management and certain Company matters, which is further discussed further in “Potential Payments Upon Termination or Change in Control” on page 52.the “Compensation Discussion and Analysis” of this proxy statement. As Mr. VincentSwift served the Company as President at December 31, 2014,Chief Executive Officer until October 7, 2016, he is a Named Executive Officer as discussed in this proxy statement.

 

2015 Proxy Statement

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners

The following table sets forth information concerning the shareholdings of each person who, to the Company’s knowledge, beneficially owned more than five percent of the Company’s outstanding common stock as of February 28, 2015:2017:

 

Name and Address of Beneficial Owner(1)

  Amount and Nature
of Beneficial
Ownership

(# of shares)
  Percent of Class 

FMRStrategic Value Partners, LLC

245 Summer Street100 West Putnam Avenue

Boston, Massachusetts 02210Greenwich, CT 06830

   4,888,700(1)11.0

BlackRock, Inc.

40 East 52nd Street

New York, New York 10022

4,087,5984,460,319(2)   9.238.9

DW Partners LP and DW Investment Partners, LLC

590 Madison Avenue, 13th Floor

New York, NY 10022

1,442,241(3)21.6
   

Franklin Resources, Inc.Hutchin Hill Capital, LP

One Franklin Parkway142 West 57th Street

San Mateo, California 94403-1906New York, NY 10019

   3,584,040(3)8.1

First Trust Portfolios L.P.

120 East Liberty Drive, Suite 400

Wheaton, Illinois 60187

3,052,323917,216(4)   6.98.0

BOF Holdings IV, LLC

1450 Brickell Avenue 31st Floor

Miami, FL 33131

714,904(5)6.3
   

SchneiderPentwater Capital Management, CorporationLP

460 E. Swedesford Road, Suite 2000614 Davis Street

Wayne, Pennsylvania 19087Evanston, IL 60201

   2,847,786(5)6.4

The Vanguard Group, Inc.

100 Vanguard Boulevard

Malvern, Pennsylvania 19355

2,365,502577,147(6)   5.3

Dimensional Fund Advisors LP

Building One

6300 Bee Cave Road

Austin, Texas 78746

2,351,876(7)5.35.0

 

(1)Additional information on the beneficial ownership of certain shareholders who are parties to the Company’s Emergence Registration Rights Agreement dated April 22, 2016, and/or the Company’s PIPE Registration Rights Agreement dated January 26, 2017, is available in the Company’s FormS-3 (FileNo. 333-216782), filed on March 17, 2017.
(2)Based on a Schedule 13D/A dated January 22, 2017, and filed January 24, 2017, 4,460,319 shares are beneficially owned by Strategic Value Partners, LLC (i) as the investment manager of Strategic Value Master Fund, Ltd., which has an ownership interest in SVMF 70, LLC, which has an ownership interest in SVMF 71, LLC, (ii) as the managing member of SVP Special Situations III LLC, which is the investment manager of Strategic Value Special Situations Master Fund III, L.P., which has an ownership interest in SVMF 70, LLC, which has an ownership interest in SVMF 71, LLC, and (iii) as the managing member of SVP Special SituationsIII-A LLC, which is the investment manager of Strategic Value Opportunities Fund, L.P., which has an ownership interest in SVMF 71, LLC. SVMF 71, LLC directly owns 3,655,319 shares and directly holds 805,000 shares of the Issuer acquired pursuant to the Share Purchase Agreement among the Company and Purchasers effective January 20, 2017. Mr. Victor Khosla is the sole member of Midwood Holdings, LLC, which is the managing member of Strategic Value Partners, LLC and is also the indirect majority owner and control person of Strategic Value Partners, LLC.
(3)Based on a Schedule 13G dated February 13, 2015, FMR LLC is a parent holding companyApril 22, 2016, and filed May 2, 2016, jointly filed in accordance with SEC Rule13d-1(b)(1)(ii)(G) by both DW Partners LP and as of December 31, 2014,DW Investment Partners, LLC (together the “DW Group”), the DW Group holds soleshared voting power as to 264,600 shares and sole dispositive power aswith respect to all 4,888,700 shares.shares reported.
(2)(4)Based on a Schedule 13G dated January 12, 2015, BlackRock, Inc. is a parent holding companyDecember 31, 2016, and filed February 14, 2017, jointly filed in accordance with SEC Rule13d-1(b)(1)(ii)(G) by each of Hutchin Hill Capital, LP, Hutchin Hill Capital GP, LLC and as of December 31, 2014,Neil A. Chriss (together, the “Hutchin Hill Group”), the Hutchin Hill Group holds soleshared voting power as to 3,941,603 shares and sole dispositive power aswith respect to all 4,087,598 shares.shares reported.
(3)(5)Based on a Schedule 13G dated FebruaryApril 22, 2016, and filed January 27, 2015, Franklin Resources, Inc. (“FRI”) is a parent holding company9, 2017, jointly filed in accordance with SEC Rule 13d-1(b)(1)(ii)(G). The securities reported are beneficially owned13d-1(c) by one or more open- or closed-end investment companies or other managed accounts that are investment management clientseach of investment managers that are directBOF Holdings IV, LLC, H.I.G. Bayside Loan Opportunity Fund IV, L.P., H.I.G. Bayside Loan Advisors IV, LLC, H.I.G.-GPII, Inc., Sami W. Mnaymneh and indirect subsidiaries (each, an “Investment Management Subsidiary”) of FRI, includingAnthony A. Tamer (together, the Investment Management Subsidiaries listed below. When an investment management contract (including“BOF Group”), the BOF Group holds shared voting and dispositive power with respect to all shares reported.
(6)Based on a sub-advisory agreement) delegates to an Investment Management Subsidiary investment discretion or voting power over the securities held in the investment advisory accounts that are subject to that agreement, FRI treats the Investment Management Subsidiary as having sole investment discretion or voting authority, as the case may be, unless the agreement specifies otherwise. Accordingly, each Investment Management Subsidiary reports on Schedule 13G that it has sole investment discretion and voting authority over the securities covered by any such investment agreement. The following Investment Management Subsidiaries, as ofdated December 31, 2014, have2016, and filed February 14, 2017, filed in accordance with SEC Rule13d-1(b), Pentwater Capital Management, LP holds sole voting and dispositive power with respect to all shares reported. The shares reported include warrants to purchase 1,918 shares of the following shares: Franklin Templeton Investment Corp. —1,797,160; Templeton Global Advisors Limited — 1,736,740; and Franklin Templeton Investment Management Limited — 50,140.common stock of the Company.

 

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(4)Based on a Schedule 13G dated January 21, 2015, filed jointly by The Charger Corporation, First Trust Portfolios L.P. and First Trust Advisors L.P., which companies are, respectively, a parent holding company in accordance with SEC Rule 13d-1(b)(1)(ii)(G), a broker or dealer registered under Section 15 of the Securities Exchange Act of 1934 and an investment adviser in accordance with SEC Rule 13d-1(b)(1)(ii)(E). The Charger Corporation is the General Partner of both First Trust Portfolios L.P. and First Trust Advisors L.P. First Trust Portfolios L.P. acts as sponsor of certain unit investment trusts which hold shares of the Company, and First Trust Advisors L.P. acts as a portfolio supervisor of the unit investment trusts sponsored by First Trust Portfolios L.P., certain of which hold shares of the Company. As of December 31, 2014, First Trust Portfolios L.P. reports shared dispositive power with respect to 88,681 shares, and First Trust Advisors L.P. and The Charger Corporation both report shared voting power with respect to 2,963,642 shares and shared dispositive power as to all 3,052,323 shares.
(5)Based on a Schedule 13G dated February 13, 2015, Schneider Capital Management Corporation is an investment adviser in accordance with SEC Rule 13d-1(b)(1)(ii)(E) and, as of December 31, 2014, holds sole voting power as to 1,095,709 shares and sole dispositive power as to all 2,847,786 shares.
(6)Based on a Schedule 13G dated February 9, 2015, The Vanguard Group, Inc. is an investment adviser in accordance with SEC Rule 13d-1(b)(1)(ii)(E) and, as of December 31, 2014, holds sole voting power as to 66,750 shares, sole dispositive power as to 2,303,052 shares and shared dispositive power as to 62,450 shares.
(7)Based on a Schedule 13G dated February 5, 2015, Dimensional Fund Advisors LP is an investment adviser in accordance with SEC Rule 13d-1(b)(1)(ii)(E) and, as of December 31, 2014, holds sole voting power as to 2,313,697 shares and sole dispositive power as to all 2,351,876 shares.

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Security Ownership of Management

The following table sets forth information concerning the shareholdings of the members of the Board, the Named Executive Officers as defined on page 34 oflater in this proxy statement, and all executive officers and directors as a group, as of February 13, 2015:28, 2017:

 

Name of Beneficial Owner

  Position  Amount and Nature of
Beneficial Ownership(1)

(# of shares)
  Percent of Class 

Terry E. Swift

  Chairman of the Board,
Chief Executive Officer and

President

   805,387    1.8

William A. Bruckmann III(3)

  Director   0        (2) 

Deanna L. Cannon

  Director   49,760        (2) 

Douglas J. Lanier

  Director   66,650        (2) 

Greg Matiuk

  Director   69,650        (2) 

Ronald L. Saxton(3)

  Director   0        (2) 

Clyde W. Smith, Jr.

  Director   84,971(4)       (2) 

Charles J. Swindells

  Director   57,260        (2) 

Bruce H. Vincent

  Retired Director and
President
   581,852    1.3

Alton D. Heckaman, Jr.

  Executive Vice President and

Chief Financial Officer

   372,340        (2) 

Robert J. Banks

  Executive Vice President and

Chief Operating Officer

   271,942        (2) 

Steven L. Tomberlin

  Senior Vice President —

Resource Development and
Engineering

   244,459        (2) 

All executive officers and directors as a group (12 persons)(3)

     2,604,271    5.7

Name of Beneficial Owner

  Position  Amount and Nature of
Beneficial Ownership(1)

(# of shares)
   Percent of Class 

Terry E. Swift(2)

  Former Chief Executive
Officer and Director
   114,174    1.0

Robert J. Banks

  Executive Vice
President and Chief
Operating Officer;
Former Interim Chief
Executive Officer
   6,958    (3) 

Alton D. Heckaman, Jr.

  Former Executive Vice
President and Chief
Financial Officer
   61,912    (3) 

Steven L. Tomberlin(2)

  Former Senior Vice
President — Resource
Development and
Engineering
   17,531    (3) 

Michael Duginski

  Director   —      —   

Gabriel L. Ellisor

  Director   —      —   

David Geenberg(4)

  Director   —      —   

Peter Kirchof(4)

  Former Director   —      —   

Christoph O. Majeske(4)

  Director   —      —   

Marcus C. Rowland

  Chairman of the Board   —      —   

Charles W. Wampler

  Director   —      —   

All executive officers and directors as a group (11 persons)(5)

     200,575    1.7

 

(1)Unless otherwise indicated below, the persons named have sole voting and investment power, or joint voting and investment power with their respective spouses, over the number of shares of the common stock of the Company shown as being beneficially owned by them, less the shares set forth in this footnote.them. None of the shares beneficially owned by our executive officers and directors are pledged as security, with the exception of 35,000 shares owned by Mr. Smith placed in a margin account. The amounts include shares acquirable within 60 days of February 13, 2015, by vesting of restricted stock awards or exercise of options granted under the Company’s stock plans.security. No individual in the table was entitled to receive shares from restricted stock unit awards or the exercise of stock options within 60 days of February 13, 2015, and the following were entitled to shares through the exercise of stock options during the same period: Mr. Swift — 341,791, Mr. Vincent — 267,300, Mr. Heckaman — 154,193, Mr. Banks — 150,400, Mr. Tomberlin — 42,800, and all executive officers and directors as a group — 956,484.28, 2017.
(2)Beneficial ownership known as of departure from Company for these NEOs. Accordingly, ownership for Messrs. Swift and Tomberlin was as of October 7, 2016, and May 12, 2016, respectively. Swift Energy cannot confirm such NEO’s holdings as of a more recent date.
(3)Less than one percent.
(3)(4)Messrs. Bruckmann and Saxton becameEach of these directors effective February 16, 2015, on which date they were each granted 3,200 shares of Common Stockis (or was at some point during 2016) a member of the Company, subject to certain vesting restrictions. They did not own shares, however,Board, as an SVP Designated Director under the Nomination Agreement. As employees of SVP, each (i) disclaims beneficial ownership of the effective date of the above table.shares owned by SVP and its affiliates, and (ii) has elected not to receive equity awards granted to othernon-employee directors.
(4)(5)Mr. Smith disclaims beneficialFormer directors of Swift Energy, prior to our reorganization and emergence from bankruptcy, are not included in this total number of persons. Additionally, the ownership as to 1,000 shares heldof Swift Energy’s executive management team that was recently appointed in a Roth IRA for the benefitMarch 2017 is not included in this total number of Mr. Smith’s son.persons.

 

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  20152017 Proxy Statement


EXECUTIVE OFFICERS

TheIn general, the Board appoints the executive officers of the Company annually. Information regarding Terry E. Swift,Sean C. Woolverton, Chief Executive Officer and President,Director, is set forth previously in this proxy statement under “Proposal 1 — Election“Continuing Members of Directors”the Board of Directors,” and information regarding Bruce H. Vincent,Terry E. Swift, retired President,Chief Executive Officer and Director, is set forth previously in this proxy statement under “Retired PresidentChief Executive Officer and Director.” Set forthShown below is certain information, as of the date of this proxy statement, concerning the other executive officers of the Company.

Christopher M. Abundis, 39, was appointed Senior Vice President, General Counsel and Secretary on March 20, 2017, and leads the Company’s legal and administration efforts including Legal, Human Resources, Corporate Services and Records. From April 2016 to March 2017, Mr. Abundis was Vice President, General Counsel and Secretary for the Company. He has also served the Board of Directors as Secretary of the Company, a position that he has held since August 2012. From February 2007 to August 2012, Mr. Abundis served as Assistant Secretary of the Company and has provided legal consultation in corporate governance, securities law and other corporate related matters in progressive positions of responsibility including Senior Counsel, Counsel and Associate Corporate Counsel. He was an officer of Swift Energy when it filed for relief under the Bankruptcy Code on December 31, 2015, and throughout the Company’s reorganization and emergence from bankruptcy on April 22, 2016. Mr. Abundis received a Bachelor of Business Administration and Master of Science in Accounting from Texas A&M University and a Juris Doctor from South Texas College of Law.

Robert J. Banks, 60, was appointed62, serves as Executive Vice President and Chief Operating Officer, in Februarya position that he has held since 2008. Effective October 7, 2016 through March 1, 2017, Mr. Banks was appointed interim Chief Executive Officer of the Company along with maintaining his roles of Executive Vice President and Chief Operating Officer. From 2006 to 2008, he served as Vice President International Operations and Strategic Ventures. Mr. Banks hasis also served as Vice President — International Operations of the Company’s subsidiary, Swift Energy International, and has served as an officer of such company since he joined the Company in 2004. He was an executive officer of Swift Energy when it filed for relief under the Bankruptcy Code on December 31, 2015, and throughout the Company’s reorganization and emergence from bankruptcy on April 22, 2016. Mr. Banks has 3840 years of experience in both U.S. and international exploration and production activities. His responsibilities have included exploration, development, exploitation and acquisition projects. Prior to joining Swift Energy, Mr. Banks held executive-level positions at Vanco Energy Company, Mosbacher Energy Company, and Kuwait Foreign Petroleum Company, and senior-level positions at Santa Fe International Corporation. His direct project responsibilities have included exploration and production operations in 13 different countries in North America, Africa, Asia, Europe and the Pacific Rim. Mr. Banks holds thea BSc degree of Bachelor of Science.from The Pennsylvania State University.

Alton D. Heckaman, Jr., 58,60, was appointed Executive Vice President of Swift Energy in November 2004 and Chief Financial Officer in August 2000. He serves as2000 and served in such a role until his retirement on March 20, 2017. Up until his retirement, he was the Company’s principal financial officer and principal accounting officer under SEC guidelines. Mr. Heckaman previously served as Senior Vice President — Finance from August 2000 until November 2004 and served in other progressive positions of responsibility since joining the Company in 1982. He was an executive officer of Swift Energy when it filed for relief under the Bankruptcy Code on December 31, 2015, and throughout the Company’s reorganization and emergence from bankruptcy on April 22, 2016. Mr. Heckaman is a Certified Public Accountant and holds the degrees of Bachelor of Business Administration in Accounting and Master of Business Administration. Additional information about Mr. Heckaman’s retirement is further discussed in the “Compensation Discussion and Analysis” of this proxy statement.

Steven L. Tomberlin, 57,58, was appointed Senior Vice President — Resource Development and Engineering in February 2012.2012 and held that position until his resignation effective May 12, 2016. Mr. Tomberlin previously served as Vice President — Resource Development and Engineering from December 2009 to February 2012, and as Director of Reservoir Management and Technology from 2008 (when he joined the Company) to 2009. He was an executive officer of Swift Energy when it filed for relief under the Bankruptcy Code on December 31,

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2015, and throughout the Company’s reorganization and emergence from bankruptcy on April 22, 2016. Prior to joining the Company, Mr. Tomberlin held key positions with BP Production America as Director — Director—Decommissioning from February 2008 to October 2008 and as Manager — Operations Technical Group from January 2005 to January 2008. HeMr. Tomberlin has over thirty years of experience in the oil and gas industry in the areas of exploration and development of properties in theMid-Continent, Gulf Coast onshore and Gulf of Mexico regions. Mr. Tomberlinregions and holds the degree of Bachelor of Science in Chemical Engineering.

G. Gleeson Van Riet, 48, was appointed Executive Vice President and Chief Financial Officer of Swift Energy on March 20, 2017. He serves as the Company’s principal financial officer under SEC guidelines. Mr. Van Riet was previously the Chief Financial Officer of Sanchez Energy Corporation, where he held a series of positions of increasing responsibility from April 2013 to March 2016. From 2012 until 2013, Mr. Van Riet worked at Excetus Partners, a consulting firm advising private equity firms investing in the energy industry. Prior to that, he was an investment banker with Credit Suisse and also previously worked for Donaldson, Lufkin & Jenrette. Mr. Van Riet has over 20 years of finance experience. He earned a dual Bachelor of Arts and Bachelor of Science from the University of Pennsylvania and a Master of Business Administration from the Harvard Business School.

 

2015 Proxy Statement

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  LOGO   | 212017 Proxy Statement


PROPOSAL 2 —2: APPROVAL OF THE FIRST AMENDMENT TO AMEND THE SECOND AMENDED AND RESTATED 2005 SWIFT ENERGY COMPANY STOCK COMPENSATION2016 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR ISSUANCE UNDER THE 20052016 PLAN AND TO INCREASE ANNUAL AWARD LIMITS UNDER INTERNAL REVENUE CODE SECTION 162(m)

At the annual meeting, shareholders will be asked to approve the First Amendment (the “First Amendment”) to the Swift Energy Company 2016 Equity Incentive Plan (the “2016 Plan”), which increases the number of shares available under the 2016 Plan by 600,000 shares and makes certain other ministerial changes to reflect changes in applicable accounting guidance. As explained in greater detail below, we believe approval of the First Amendment is advisable in order to ensure that we have an adequate number of shares available under the 2016 Plan for our compensation programs.

Executive SummaryBackground and Purpose of the Proposal

Shareholders are being asked to approve an amendment to The Second Amended2016 Plan was originally approved by the United States Bankruptcy Court for the District of Delaware in connection with our Plan of Reorganization and Restated Swift Energy Company 2005 Stock Compensation Plan (the “2005 Plan”) that would:became effective on April 22, 2016, the date we emerged from bankruptcy. Upon emergence, there were 582,011 shares available for grant under the 2016 Plan.

a.increase the number of shares of the Company’s common stock available for award under the 2005 Plan by 1 million shares; and

b.update the Internal Revenue Code (“Code”) Section 162(m) limitation on the maximum number of Awards that a Participant may receive during a single calendar year as described herein.

Increase in NumberThe purpose of Shares Available for Issuance

We are seeking shareholder approvalthe First Amendment is to increase the number of shares of the Company’s common stock available(the “Common Stock”) that we may grant under the 20052016 Plan. On February 13, 2017, our Board unanimously approved the First Amendment, subject to shareholder approval at the annual meeting. If the First Amendment is not approved by shareholders, the 2016 Plan will continue in effect in its present form. If the First Amendment is approved by shareholders, we intend to file, pursuant to the Securities Act of 1933, as amended (the “Securities Act”), a registration statement on FormS-8 to register the additional shares of Common Stock available for award by 1 million shares. The 2005 Plan is designedissuance under the 2016 Plan.

We believe that approval of the First Amendment will give us the flexibility to offer equity-based incentivemake stock-based awards and cash incentivesother awards permitted under the 2016 Plan over the next three years in amounts determined to be appropriate by the Committee (as defined below); however, this timeline is simply an estimate used to determine the number of additional common shares requested pursuant to the First Amendment and future circumstances may require a change to expected equity grant practices. These circumstances include but are not limited to the future price of our employees, thereby providing a proprietary interestCommon Stock, award levels and amounts provided by our competitors and our hiring activity over the next few years. The closing market price of our Common Stock as of February 28, 2017, was $29.25 per share, as reported on the OTCQX Best Market.

As of February 28, 2017, the total number of outstanding shares of Common Stock was 11,465,688. Following our annual equity awards made in pursuingMarch 2017, we have approximately 4,000 shares remaining in the long-term growth, profitability2016 Plan. The potential dilution of issuing the remaining shares in the 2016 Plan (which is the number of shares of Common Stock available for grant under the 2016 Plan, divided by the total number of shares of Common Stock outstanding) is negligible. If the First Amendment is approved by shareholders, the potential dilution from issuances authorized under the 2016 Plan related to the newly-approved shares will increase to approximately 5.23%. The total potential dilution from the shares originally reserved for the 2016 Plan (582,011) and financial successthe newly-approved shares if the First Amendment is approved will be approximately 10.5%. While we are aware of the Company. The 2005 Plan is broad-basedpotential dilutive effect of compensatory equity awards, we also recognize the significant motivational and designed, as a general matter,performance benefits that may be achieved from making such awards.

Consequences of Failing to Approve the Proposal

Failure of our shareholders to approve this proposal will mean that we only have approximately 4,000 shares to grant equity awards on an annual basis to a majorityunder the terms of the Company’s2016 Plan. As such, if this proposal is not approved, in order to incentivize our employees, although future grant awardswe will have to developnon-equity, long-term compensation alternatives, likely in the form of cash-based awards. If the First Amendment is not approved by shareholders, the 2016 Plan will remain in effect in its current form.

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Description of the Swift Energy Company 2016 Equity Incentive Plan

A summary description of the material features of the 2016 Plan, as amended to reflect the First Amendment, is set forth below. The following summary does not purport to be a complete description of all the provisions of the 2016 Plan and grant recipients have not been determined. Therefore,is qualified in its entirety by reference to (i) the number, amount2016 Plan, a copy of which is incorporated by reference to Exhibit 4.4 to our FormS-8 (FileNo. 333-210936), filed on April 27, 2016 and type(ii) the First Amendment, which is attached as Appendix A to this proxy statement and incorporated by reference in its entirety.

Purpose of the 2016 Equity Incentive Plan

The purpose of the 2016 Plan is to further the growth and profitability of the Company by increasing incentives and encouraging Common Stock ownership on the part of employees, officers,non-employee directors, consultants and independent contractors of the Company and its subsidiaries. The Company seeks to achieve the 2016 Plan’s purpose primarily by providing grants of a variety of awards (collectively referred to be received by or allocated to eligible persons in the future under the 2005 Plan cannot be determined at this time. As the administrator of the 2005 Plan, we deem the following points relevant in considering this portion of the proposal:as “Awards”), including but not limited to:

 

As of March 2015, approximately 75% of Swift Energy’s current employees have received Awardsincentive stock options qualified as such under the 2005 Plan;

The annual burn rate for fiscal year 2014 was 1.70% using the weighted average number of common shares outstanding of 43.92 million, and the average burn rate for the last three years was 1.92% using the weighted average shares outstanding for each of 2012, 2013, and 2014;

Using the fungible share ratio of the 2005 Plan, whereby the pool of shares is reduced by one share for every Stock Option granted and reduced by 1.44 shares for every “full value” Award granted, the one-year burn rate for 2014 was 2.45%, and the three year burn rate for 2012 to 2014 was 2.65%U.S. federal income tax laws (“Incentive Options”);

 

Westock options that do not allow repricing of any Awards, including Stock Options;qualify as incentive stock options (“Nonstatutory Options” and, together with Incentive Options, “Options”);

stock appreciation rights (“SARs”);

restricted stock awards (“Restricted Stock”);

restricted stock units (“RSUs”);

cash incentive awards;

awards that are subject to or contingent upon certain performance measures (“Performance Awards”); and

 

We doother stock-based awards.

The 2016 Plan, in part, is intended to qualify under the provisions of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), which governs Incentive Options. The 2016 Plan is not have an evergreen provision, that would allow for automatic replenishment of available sharessubject to the 2005provisions of the Employee Retirement Income Security Act of 1974, as amended. No awards may be granted under the 2016 Plan without shareholder approval.after 10 years from the date the 2016 Plan was approved by the Board. The 2016 Plan shall remain in effect until all Awards granted under the 2016 Plan have been exercised, satisfied, forfeited or expired.

Code Section 162(m) LimitationAdministration of the 2016 Equity Incentive Plan

At thisA committee of two or more members of the Board (the “Committee”) administers the 2016 Plan. Subject to the terms and conditions of the 2016 Plan, the Committee shall have the power from time we do not anticipate any material changes to our compensation program designtime to:

determine which Eligible Individuals (as defined below) shall receive an Award;

prescribe the form, amount, timing and other terms and conditions of each Award;

adopt procedures or practices either at the executive levelrules as it deems necessary or appropriate for the rest of our employee base. However, based on recent peer studies, Swift Energy seeks to update the applicable provision, as described below, to reflect current market practices in our peer group.2016 Plan; and

The 2005 Plan currently limits the number of shares

make all other decisions and determinations that may be awardedrequired pursuant to the 2016 Plan or any award agreement.

The Board may alter or amend the 2016 Plan or any part thereof from time to time; provided that no change in the 2016 Plan may be made that would materially adversely alter or impair the rights or obligations under any Award theretofore granted without the consent of the Participant, in a calendar year with respect to, or measured by, no more than 200,000 shares of Common Stock or, if any Awards are settled in cash,and provided, further, that the maximum amount of cash payable to any one Participant during a calendar year with respectBoard may not,

 

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  20152017 Proxy Statement


without the approval of our shareholders, amend the 2016 Plan to such Awards shall not exceedmaterially increase the equivalentbenefits accruing to Participants under the 2016 Plan, materially increase the aggregate maximum number of 200,000 shares of Common Stock. ApprovalStock that may be issued under the 2016 Plan, materially modify the requirements for participation in the 2016 Plan or take any other action that otherwise must be approved by shareholders in order to comply with the NYSE, or if the shares of this proposal constitutes approvalCommon Stock are not traded on the New York Stock Exchange, the principal national securities exchange upon which the shares are traded or quoted. Notwithstanding, while not presently listed on the NYSE, the Company intends to comply with the more stringent listing requirements of the amendment of the above limits to set the following two new distinct limitations:

a.no Participant may be granted, during any calendar year, Stock Options, SARs or Restricted Awards (including Stock Options, SARs, Restricted Stock Grants and Restricted Unit Grants granted as Performance Bonus Awards) covering or measured by more than 400,000 shares of Common Stock; and

b.no Participant may be granted any award denominated in cash (“Cash Award”) (including Cash Awards that are granted as Performance Bonus Awards) in any calendar year having a value determined on the date of grant in excess of $5,000,000.

In general, each Award will only be subjected to a single limitation, set forth above in either clause (a) or (b). However, a Participant may be granted Awards in combination such that portions of the Award are subject to differing limitations, in which event each portion of the combination Award is subject only to a single appropriate limitation in either clause (a) or (b) above. For example, if a Participant is granted an Award that is in part a Restricted Award and in part a Cash Award, then the Stock Award shall be subject only to the limitation in clause (a) and the Cash Award shall be subject only to the limitation in clause (b).

Upon the approval of shareholders of this Proposal 2, the 2005 Plan will be modified as described herein through a written amendment. Copies of the 2005 Plan as filed with the SEC may be obtained through the SEC’s website at www.sec.gov. The 2005 Plan appears as Exhibits 10.2-10.3 to the Company’s Form 10-K for the year ended December 31, 2014. A copy may also be obtained without charge by writing to the Company at 17001 Northchase Drive, Suite 100, Houston, Texas 77060, Attention: Secretary, or calling (281) 874-2700 or (800)  777-2412.

Summary of the 2005 Plan

The 2005 Plan authorizes the Company to grant various awards (“Awards”) to all directors, officers and employees of the Company or its subsidiaries, including Incentive Stock Options (“ISOs”), Nonqualified Stock options (“NSOs”), stock appreciation rights (“SARs”), restricted stock grants (“Restricted Stock Grants”), restricted unit grants (“Restricted Unit Grants”) and performance bonus awards (“Performance Bonus Awards”). Terms used but not defined in this summary have the same meanings as defined in the 2005 Plan.NYSE.    

Shares Subject to 2005the 2016 Equity Incentive Plan

WhenThe First Amendment would increase the 2005 Plan was first approved by shareholders at the Company’s 2005 annual meeting, 900,000 shares of Swift Energy common stock were reserved for Awards to those eligible. At succeeding annual meetings, the Company’s shareholders approved increases in the shares available under the 2005 Plan by an aggregate of 8,650,000 shares. Therefore, the maximum number of shares of common stockCommon Stock available for Awards under the 2016 Plan from the number authorized to be issued under the 2016 Plan by 600,000 shares. Accordingly, after giving effect to the First Amendment, the maximum aggregate number of shares of Common Stock that may be granted for any and all Awards under the 2016 Plan may not exceed 1,182,011 shares of Common Stock. In addition, the 2016 Plan also includes individual limitations on the amounts of Awards that may be awarded. Specifically, (i) the maximum aggregate number of shares of Common Stock that may be issued upon the exercise of Incentive Options may not exceed 500,000 shares of Common Stock, (ii) the maximum aggregate number of shares of Common Stock that may be subject to Options or SARs granted to any one Participant during any calendar year may not exceed 200,000 shares of Common Stock, (iii) the maximum aggregate number of shares of Common Stock that may be subject to Awards, denominated in respectshares of whichCommon Stock, intended to satisfy the requirements for qualified “performance-based compensation” under Section 162(m) of the Code granted to any one Participant during any calendar year may not exceed 200,000 shares of Common Stock, (iv) the maximum aggregate value of Awards, coulddenominated in cash, intended to satisfy the requirements for qualified “performance-based compensation” under Section 162(m) of the Code granted to any one Participant during any calendar year may not exceed $3,000,000, and (v) the maximum aggregate value of Awards granted to anynon-employee director during any calendar year may not exceed $500,000.

As of February 28, 2017, there were (i) awards issued relating to 272,158 shares of the Company’s Common Stock from the 2016 Plan, leaving (ii) 221,295 shares of Common Stock available for future Awards. Following the awards granted in March 2017, the total shares available for future Awards was reduced to approximately 4,000 shares, as discussed in more detail above.

The shares of Common Stock subject to an Award that are not issued or delivered by reason of expiration, cancellation, forfeiture or other termination of such Award or the settlement of all or a portion of such Award in cash shall again be available for issuance under the 2016 Plan. Notwithstanding the foregoing, shares of Common Stock withheld for the payment of an Award’s exercise price or to satisfy tax withholding obligations shall not again be available for issuance under the 2016 Plan. The shares of Common Stock issued under the 2016 Plan may be, in whole or in part, authorized but unissued shares, authorized and issued shares reacquired and held as treasury shares or a combination thereof.

Persons Who May Participate in the 2016 Equity Incentive Plan

Individuals eligible to receive Awards, or “Eligible Individuals,” under the 2016 Plan are employees of the Company or any of its subsidiaries ornon-employee directors, officers, consultants and independent contractors who provide services to the Company or any of its subsidiaries. Eligible Individuals to whom an Award is granted under the 20052016 Plan (the “Plan Maximum”) is currently 9,550,000 sharesare referred to as “Participants.” As of February 28, 2017, we had approximately 2 executive officers, 100 other employees, and 6non-employee directors who would be eligible to participate in a “fungible pool”the 2016 Plan. As of shares.

The poolMarch 2017, the Company had 4 executive officers eligible to participate in the 2016 Plan, with the addition of shares is reduced by one share for every Stock Option that is granted and is reduced by 1.44 shares for every “full-value” Award that is granted. “Full-value” Awards consist of Restricted Stock Grants, Restricted Unit Grants and SARs. Thus, when considering all available shares approved at past annual meetings, if only Stock Options are granted, options covering up to 9,550,000 shares may be granted; if only “full-value” Awards are granted, Awards covering only 6,631,944 shares may be granted. If both Stock Options and “full-value” Awards are granted underMr. Woolverton joining the 2005 Plan, the number of shares which can be covered by Awards will fall somewhere between these two numbers, depending upon the ultimate mix of Stock Options and “full-value” Awards that are granted under the 2005 Plan. ISOs cannot be granted under the 2005 Plan covering more than 875,000 shares (“ISO Limit”). The reserved share numbers (and the share numbers constituting the Plan Maximum, ISO Limit, and NamedCompany as Chief Executive Officer limits) are subject to appropriate adjustmentand Director on March 1, 2017, Mr. Van Riet joining the Company as Executive Vice President and Chief Financial Officer on March 20, 2017, and other recent executive officer appointments for 2017. Although eligible, no consultants or independent contractors currently participate in the event of a reorganization, stock split, stock dividend, merger, consolidation or other change in capitalization of the Company affecting its common stock.2016 Plan.

 

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As of February 28, 2015, the 2005 Plan had: (1) 1,365,504 shares of common stock available to cover Awards granted (1,365,504 shares if only Stock Option Awards are granted, and 948,267 shares available if only “full-value” Awards are granted), which represents approximately 3.1% of the Company’s issued and outstanding shares as of such date, (2) 1,331,390 Stock Option Awards outstanding with a weighted average exercise price of $34.03 and a weighted average remaining term of 4.6 years, and (3) 1,964,905 full-value Awards (restricted stock awards and Performance RSU awards) outstanding.

If the proposal to make 1 million additional shares available under the 2005 Plan is approved by shareholders, options covering up to 1 million shares may be granted out of these additional reserved shares if only Stock Options are granted; if only “full-value” Awards are granted, Awards covering only 694,444 shares may be granted out of these additional reserved shares. Taking this into consideration, if the proposed additional shares are approved by our shareholders and made available under the 2005 Plan, the aggregate number of shares that could be awarded (inclusive of the available pool of shares at February 28, 2015) would fall somewhere between 2,365,504 shares and 1,642,711 shares if a combination of both Stock Options and “full-value” Awards are granted.

Administration

The Compensation Committee of the Board has sole authority, subject to limitations set forth in the 2005 Plan, to construe and interpret the 2005 Plan, to select participants (“Participants”), to grant Awards and to establish the terms and conditions of Awards. The Compensation Committee is allowed to give the Company’s Chief Executive Officer specifically limited written authority to grant Awards to new employees.

The Compensation Committee may also modify or amend any Award, including, but not limited to, the acceleration of vesting and/or exercisability, provided, however, that any such modification or amendment (a) is subject to the plan amendment provisions set forth in the 2005 Plan, and (b) may not impair any outstanding Award unless agreed to in writing by the Participant, except that such agreement shall not be required if the administrator determines in its sole discretion that such modification or amendment either (y) is required or advisable in order for the Company, the 2005 Plan or the Award to satisfy any applicable law or to meet the requirements of any accounting standard, or (z) is not reasonably likely to significantly diminish the benefits provided under such Award, or that adequate compensation has been provided for any such diminishment, except following a Change of Control.

Eligibility

Any employee of the Company or its subsidiaries, any consultant, and any non-employee director of the Company, is eligible to receive various Awards under the 2005 Plan.

Term

The 2005 Plan will terminate on May 20, 2023, unless sooner terminated by the Board, except with respect to Awards then outstanding.

Amendment

The Board may amend the 2005 Plan at any time, except that (1) the Board must obtain shareholder approval to make any amendment that would increase the total number of shares reserved for issuance (except for adjustments necessary to reflect changes in capitalization), materially modify eligibility requirements, materially increase the benefits accruing to Participants resulting in the repricing of Awards already issued, materially extend the term of the plan, or increase the maximum number of shares covered by Awards to Named Executive Officers, and (2) certain amendments are altogether prohibited (e.g., any amendment that would impair a Participant’s vested rights).

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Awards under the 2016 Equity Incentive Stock OptionsPlan

Stock Options. The Company may grant Options designated as ISOs within the meaning ofto Eligible Individuals including (i) Incentive Options that comply with Section 422 of the Code, together with the regulations promulgated thereunder, may beCode; and (ii) Nonstatutory Options. The exercise price of each Option granted under the 20052016 Plan up toshall be determined by the ISO Limit. ToCommittee; however, the extent that anyexercise price for an Option may not be less than the fair market value per share of Common Stock as of the grant date. Options may be exercised as the Committee determines, but not later than ten years from the grant date. The vested portion of an ISO that first becomes exercisable by any Participant during any calendar year exceeds the $100,000 aggregate fair market value limitation of Section 422(d) of the Code, or such other limit asOption may be imposed by the Code,exercised, in whole or in part, at any time after becoming exercisable until its expiration or termination.

An Option agreement may provide, on such excess portion shall be treated as a validly granted NSO. ISOs shall be exercisable for such periodsterms and conditions as the Compensation Committee shall determine, but in no event for a period exceeding ten years or, for Participants who own more than ten percent (10%) of the total combined voting power of all classes of stock of the Company (“10% Shareholders”), for a period exceeding five years.

Non-Qualified Stock Options

NSOs may be granted for a stated number of shares of common stock and will be exercisable for such period or periods as the Compensation Committee shall determine. Holders of NSOs may elect to have the Company withhold from shares to be delivered upon exercise of an NSO share whose fair market value satisfies withholding taxes attributable to the exercise of the NSOs.

Exercisability

ISOs and NSOs shall be exercisable at such time and in such installments during the period prior to the expiration of the option’s term as determined by the Compensation Committee in its sole discretion and shall be subject to such other terms and conditions as the Compensation Committee shall determine at the date of grant, provided that if not otherwise determined by the Compensation Committee, ISOs and NSOs may be exercised as to twenty percent (20%) of the shares covered thereby beginning on the first anniversary date of the date of grant (“Anniversary Date”), and thereafter an additional twenty percent (20%) of the shares subject to such Stock Options may be exercisable beginning on the Anniversary Date in each of the following four years, except as otherwise provided in the 2005 Plan. The Compensation Committee shall have the right to make the timing of the ability to exercise any Stock Option granted under the 2005 Plan subject to continued active employment, the passage of time and/or such performance requirements as deemed appropriate by the Compensation Committee in its sole discretion. At any time afterprescribe, for the grant of an SAR in connection with the grant of an Option.

Except as permitted under the 2016 Plan in connection with a Stock Option,corporate transaction or event described in the Compensation Committee2016 Plan, Options and SARs may reduce or eliminate any restrictions on any Participant’s right to exercise all or partnot be amended without the approval of the Stock Option, subjectshareholders of the Company so as to (i) reduce the option price of any restrictions set forthoutstanding Options or SARs or cancel outstanding Options or SARs in the 2005 Plan.

Option Exercise Prices

Stockexchange for cash, other Awards or Options may only be issued ator SARs with an exercise price that is at least 100% ofless than the Fair Market Value of the common stock on the date of grant, and ISOs granted to 10% Shareholders must have an exercise price of at least 110%the original Options or SARs, as applicable.

Restricted Stock Awards. A Restricted Stock Award is a grant of shares of Common Stock subject to restrictions, terms and conditions imposed by the Committee in its discretion. Unless the Committee determines otherwise, upon the issuance of Restricted Stock, a Participant shall have all of the Fair Market Value of the common stock on the date of grant. The 2005 Plan provides that the option exercise price may be paid in cash, by check, by cash equivalent, by a broker-assisted exercise, with shares of common stock (but only where acceptable to the Compensation Committee and only with shares owned for at least six months), or a combination of the above.

Termination of Awards

Unless otherwise provided in an Award or the 2005 Plan, Awards will terminate (i) three months following the holder’s termination of employment by the Company, except for death, disability, retirement, or upon a Change of Control (discussed below), (ii) on the first anniversaryrights of a Participant’s death or disability, or (iii) on the tenth anniversary of the date of grant of the original option or at the end of the original option’s term, if less. No change shall be made under the foregoing provision, however, that would cause an Award intendedshareholder with respect to qualify as a performance-based Award under Code Section 162(m) to fail to so qualify.

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Share Issuance

The Company shall issue (or cause to be issued) the shares of Common Stock as soon as administratively practicable after a Stock Option is exercised. A Stock Option may not be exercised for a fraction of a share. Until the shares are issued (as evidencedrepresented by the appropriate entry onRestricted Stock, including the books of the Company or of a duly authorized transfer agent of the Company), no right to vote orsuch shares of Common Stock and to receive all dividends or any other rights as a shareholder shall existdistributions made with respect to the shares subjectof Common Stock.

Restricted Stock Units. An RSU Award represents a right to receive shares of Common Stock or cash, or a Stock Option, notwithstandingcombination thereof, in the exercisefuture in consideration of the Stock Option.

Transferability

The Compensation Committee may allow transfersperformance of Awards to family members, trusts and partnerships for their benefit or owned by them, or to charitable trusts. Awards held by transferees areservices, but subject to the same restrictions and forfeiture upon terminationfulfillment of employment applicable toconditions (which may include the original holderachievement of performance goals) during a restricted period, as specified by the Award. ISOs are not transferable except by will or the laws of descent and distribution.

Change of Control

In the event of a Change of Control of the Company as describedCommittee. RSUs may be paid in the 2005 Plan, all Stock Options and SARs outstanding for more than a year shall become fully vested and fully exercisable (unless otherwise excepted), and all restrictions and conditions of Restricted Stock Grants and Restricted Unit Grants outstanding shall be deemed to be satisfied, unless the Board expressly provides otherwise. A Change of Control occurs when:

(i) any person or group, as defined in Section 13(d)(3) of the Exchange Act, becomes the beneficial owner of shares of the Company with respect to which 40%Common Stock, cash or more of the total number of votes for the election of the Board may be cast;

(ii) as a result of, or in connection with, any cash tender offer, exchange offer, merger or other business combination sale of assets, or contested election, or combination of the above, persons who were directors of the Company immediately prior to such event cease to constitute a majority of the Board; or

(iii) the Company either ceases to be an independent publicly owned corporation or sells or otherwise disposes of all or substantially all the assets of the Company.

In connection with a Change of Control, the Compensation Committee may also cash out Awards at the higher of the highest price for shares of the Company’s common stock in reported NYSE trading or the highest price paid in any bona fide transaction related to a Change of Control. The 2005 Plan also contains provisions that create a mechanism for a conditional exercise in certain Change of Control transactions pending a cancellation of vested unexercised options.thereof.

Stock Appreciation Rights

Under. A SAR is the 2005 Plan, the Compensation Committee may grant an Award of SARs that entitles a Participantright to receive the excess (if any) of the Fair Market Value of a share of common stock on the date of exercise of the SAR over the Fair Market Value of a share of common stock on the date of grant of the SAR (“Spread”). The Spread may be paid in shares having a Fair Market Value on the date of payment equal to the Spread or in cash, as determined by the Compensation Committee. The Compensation Committee may establish procedures for exercise and restrictions regarding the dates on which SARs may be exercised, and subject to the other provisions of the 2005 Plan, a SAR shall not be exercisable before the first anniversary date of the date of grant.

Stock Grants, Restricted Stock Grants, and Restricted Unit Grants

Subject to the limitations specifically set out in the 2005 Plan, the Compensation Committee may in its discretion grant shares of common stock to a Participant with or without restrictions, vesting requirements or other conditions. For instance, as noted below, Restricted Awards granted to employees shall not have a vesting period less than three years (allowing for pro ration over such period).

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A Restricted Stock Grant is an award of shares of the Company’s common stock that does not vest until certain conditions established by the Compensation Committee have been satisfied. A Restricted Unit Grant is an Award of “units” subject to similar vesting conditions, each unit having a value equal either to a share of common stock or the amount by which a share of common stock appreciates in value between the date of grant and the date at which any restrictions lapse. Restricted Stock Grants and Restricted Unit Grants are collectively referred to herein as “Restricted Awards.” No condition that is based upon performance criteria and level of achievement against such criteria shall be based on performance over a period of less than one year, and no condition that is based upon continued employment or the passage of time shall provide for vesting in full of a Restricted Award to a Participant who is an employee in less than three years (“Restriction Period”) (but permitting pro rata vesting over such time) from the date the Restricted Award is made, other than (i) with respect to such Restricted Awards that are issued upon the exercise or settlement of Stock Options or Stock Appreciation Rights, (ii) upon a Change of Control as specified in the 2005 Plan, or (iii) upon the death, disability or retirement of the Participant, in each case as specified in the Award agreement. Notwithstanding the foregoing, the restrictions in the preceding sentence shall not be applicable to (y) grants to new hires to replace forfeited awards from a prior employer, or (z) grants of Restricted Awards in payment of other earned cash-based incentive compensation. The grant, issuance, retention and/or vesting of Restricted Awards based on performance issued to employees may be subject to such performance criteria and level of achievement against these criteria as the Compensation Committee shall determine, which criteria may be based on financial performance, personal performance evaluations and/or completion of service by the Participant.

Restricted Awards for Non-Employee Directors

Under the 2005 Plan, non-employee directors can only receive Restricted Awards (either Restricted Stock Grants and/or Restricted Stock Unit Grants) described in this paragraph. Under the 2005 Plan, on the date following each annual meeting of shareholders, each non-employee director will receive a Restricted Award consisting of that number of shares of Company common stock determined by dividing a fixed dollar amount (currently $140,000) by the closing price of a share of common stock on the date of the Award (rounded up to the nearest multiple of 10 shares of Common Stock), provided that such dollar amount may not be increased more than 10% per year, and may not be increased more frequently than annually. If a non-employee director first becomes a non-employee director other than by being elected by shareholders at an annual meeting (which shall be the date of grant), that director shall automatically receive that portion of an Annual Director Award equal to the portion of a full twelve month period between the date of his or her appointment or election as a director and the next annual meeting of shareholders.

Performance Bonus Awards

Performance Bonus Awards granted under the 2005 Plan may be in the form of cash or shares of Common Stock, or a combination thereof. Performance Bonus Awards shall be subject to such terms and conditions as the Compensation Committee shall determine in its sole discretion. If a Performance Bonus Award is a combination of cash and shares of Common Stock, the portion of the Performance Bonus Award comprised of cash and the portion comprised of shares of Common Stock will be determined by the Compensation Committee based upon the Compensation Committee’s judgment as to the best interests of the Company as a whole, taking into account both long-term and short-term strategic goals, provided that in determining the number of shares to be issued in consideration of a specific dollar value, the number of shares shall be determined based upon the Fair Market Value of such shares on the date of grant or vesting, as applicable. The grant, issuance, retention and/or vesting of Performance Bonus Awards issued to employees may be subject to such performance criteria and level of achievement against these criteria as the Compensation Committee shall determine, which criteria may be based on financial performance, personal performance evaluations and/or completion of service by the Participant.

Performance Criteria for Performance-Based Awards

Notwithstanding anything to the contrary herein, the performance criteria for any performance based Award that is intended to satisfy the requirements for “performance-based compensation” under Section 162(m) of the

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Code shall be established by the Compensation Committee based on one or more Qualifying Performance Criteria selected by the Compensation Committee and specified in writing not later than ninety (90) days after the commencement of the period of service (or, if earlier, the lapse of 25% of such period) to which the performance goals relate or otherwise within the time period required by the Code or the applicable Treasury Regulations, provided that the outcome is substantially uncertain at that time. The Compensation Committee may, in its sole discretion, waive the vesting restrictions and any other conditions set forth in any such Award agreement under such terms and conditions as the Compensation Committee shall deem appropriate, subject to the limitations imposed under Code Section 162(m) and the regulations thereunder in the case of an Award intended to comply with the performance-based exception under Code Section 162(m), unless determined otherwise under the circumstances by the Compensation Committee. The minimum vesting restrictions, described under “Stock Grants, Restricted Stock Grants, and Restricted Unit Grants” above, shall not apply to Restricted Awards granted to directors or Company consultants. During the Restriction Period, a Participant may not vote and does not receive dividends on the shares of common stock awarded, and a Participant may not sell, assign, transfer, pledge, encumber, or otherwise dispose of shares of Common Stock to be received under a Restricted Award, including but not limited to any attempted assignment or transfer in connection with the settlement of marital property or other rights incident to a divorce or dissolution, and any such attempted assignment or transfer shall be of no effect during the Restriction Period.

During the Restriction Period, the certificates representing Restricted Awards will bear a restrictive legend and will be held by the Company, or will be recorded on the books of the Company’s stock transfer agent, but not issued to the Participant until the restrictions on the shares covered by the Restricted Award lapse. When the Restriction Period expires or the restriction with respect to installments of shares lapses, provided that federal income tax withholding is provided for, the Participant is entitled to receive (i) with respect to a Restricted Stock Grant, shares of common stock free and clear of restrictions on sale, assignment, transfer, pledge, or other encumbrances, or (ii) with respect to a Restricted Unit Grant, payment for the value of the units.

Federal Income Tax Consequences

The following is a general description of the U.S. federal income tax treatment that will generally apply to Awards under the 2005 Plan based on current federal income tax rules. Other tax consequences of the 2005 Plan (including federal estate and gift tax consequences and state, local and foreign tax consequences) are not discussed.

Incentive Stock Options

Incentive Stock Options can be granted only to employees. Options granted to non-employee directors do not qualify as Incentive Stock Options. Participants are not subject to federal income tax on the grant of an Incentive Stock Option. Participants also are not taxed on the exercise of an Incentive Stock Option, provided that the common stock acquired on exercise of the Incentive Stock Option is not sold by the Participant within two years after the option was granted or within one year after the option is exercised (the “required holding period”).

However, for alternative minimum tax (“AMT”) purposes, the difference between the exercise price of an Incentive Stock Option and the fair market value of the common stock acquired on exercise is an item of tax preference in the year the Incentive Stock Option is exercised. The Participant is required to include the amount of such difference in AMT income in such year and to compute the Participant’s AMT tax basis in the shares so acquired in the same manner as if a Nonqualified Stock Option had been exercised. Whether a Participant will owe AMT in the year an Incentive Stock Option is exercised will depend on the Participant’s particular tax circumstances. AMT paid on the exercise of an Incentive Stock Option will be allowed as a credit to the extent regular tax exceeds AMT in future years.

On a sale, after the required holding period, of common stock that was acquired by exercising an Incentive Stock Option, the difference between the Participant’s tax basis in such common stock and the amount realized in the sale of the common stock is long-term capital gain (or loss).

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If common stock acquired on exercise of an Incentive Stock Option is disposed of by the Participant during the required holding period (a “disqualifying disposition”), the excess, if any, of (i) the fair market value of the common stock on the exercise date (or, if less, the amount realized in such disposition) over (ii) the exercise price, is taxed to the Participant as ordinary income. Further gain or loss, if any, is capital gain or loss, which is long-term or short-term depending on whether the Participant has held the common stock for more than one year on the date of the disqualifying disposition. If a Participant pays the exercise price of an option by delivering common stock that was previously acquired by exercising an Incentive Stock Option and such delivery occurs before the end of the required holding period for such common stock, the Participant is treated as having made a disqualifying disposition of the common stock so delivered.

In the case of Incentive Stock Options, the aggregate fair market value (determined at the time the options are granted) of the common stock with respect to which Incentive Stock Options first become exercisable by a Participant during a calendar year cannot exceed $100,000. This limit does not apply to Nonqualified Stock Options, Restricted Unit Grants or SARs. To the extent an option that otherwise would be an Incentive Stock Option exceeds this $100,000 limit, it is treated as a Nonqualified Stock Option.

Nonqualified Stock Options

Participants generally do not recognize income for federal income tax purposes on the grant of a Nonqualified Stock Option. Upon exercise of a Nonqualified Stock Option, a Participant generally recognizes ordinary income in an amount equal to the excess of the fair market value of the common stock received on exercise over the exercise priceone share of the option.

A Participant’s tax basis in common stock received on exercise of a NonqualifiedCommon Stock Option is equal to the amount of ordinary income recognized on exercise of the option, plus the amount paid to exercise the option. The holding period for the common stock begins on the day after the option is exercised.

If a Participant receives common stock on exercise of a Nonqualified Stock Option and thereafter disposes of the common stock in a taxable transaction, the difference between the amount realized in the disposition and the Participant’s tax basis in the common stock is capital gain (or loss), which is short-term or long-term, depending on whether the Participant has held the shares for more than one year on the date of disposition.

Restricted Stock Grants

A Participant who receives an award of restricted stock may make an election under Section 83(b)exercise over the base price of the Code to haveSAR, as determined by the Award taxed as compensation income at the dateCommittee. The base price of receipt, with the result that any future appreciation (or depreciation) in the value of the shares granted willa SAR may not be taxed as capital gain (or loss) on the later sale of the shares. Any such election (a “Section 83(b) election”) must be made and filed with the Internal Revenue Service within 30 days after receipt in accordance with the Income Tax Regulations under Section 83(b). The amount of income subject to tax on a Section 83(b) election is the difference betweenless than the fair market value per share of Common Stock as of the stock at grant date. The Committee has the discretion to determine other terms and conditions of a SAR.

Performance Awards. Performance Awards may be granted to Eligible Individuals on terms and conditions determined by the Committee and set forth in an Award agreement. A Performance Award shall be awarded to a Participant contingent upon one or more performance measures established by the Committee.

If an eligible person is a Covered Employee, and the amount paid for the grant. If the Participant does not makeCommittee determines that a contemplated Performance Award should qualify as “performance-based compensation” under Section 83(b) election,162(m), then the grant and/or settlement of such Award will be taxed as compensation income at the full fair market valuecontingent upon achievement of one or morepre-established performance objectives based on the date thatperformance measures specified in the restrictions imposed on2016 Plan.

With respect to any Performance Awards intended to constitute “performance-based compensation” within the shares lapse (“vesting”). The amount of income subject to tax on vesting is the difference between the fair market value of the stock at vesting and the amount paid for the grant. Any dividends paid on restricted stock where a Section 83(b) election has not been made are compensation income to the Participant. The Company is generally entitled to a tax deduction for any compensation income taxed to the Participant, subject to the provisionsmeaning of Section 162(m), performance objectives shall be expressed in terms of: (a) revenue or oil and gas sales, (b) earnings per share of the Code.

Restricted Unit Grants

Participants generally do not recognizeCommon Stock (basic and diluted), (c) net income for federalper share of Common Stock, (d) price per share of Common Stock,(e) pre-tax profits, (f) net earnings, (g) net income, tax purposes(h) operating income and operating profit, (i) cash flow (including, without limitation, operating cash flow, free cash flow, discounted cash flow, net cash from operations, return on the grant of a restricted stock unit. A Participant will generally include in ordinary income the fair market value of the common stock at the time the restricted stock unit vests, or if later, the payment date.

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Stock Appreciation Rightsinvestment and Performance Bonus Awards

Participants generally do not recognize income for federal income tax purposes on the grant of a SAR or a Performance Bonus Award. On receipt of cash or shares when a SAR is exercised or a Performance Bonus Award is paid, a Participant generally recognizes ordinary income in an amount equal to the amount of cash and the fair market value of the shares received.

If a Participant receives common stock on exercise of a SAR or in payment of a Performance Bonus Award and thereafter disposes of the common stock in a taxable transaction, the difference between the amount realized in the disposition and the Participant’s tax basis in the common stock is capital gain (or loss), which is short-term or long-term, depending on whether the Participant has held the shares for more than one year on the date of disposition.

Code Section 162(m)

Section 162(m) of the Code generally disallows a tax deduction to publicly held companies for compensationflow in excess of $1 million paid to the Company’s Chief Executive Officer or anycost of the three other most highly compensated officers (other than the Chief Financial Officer) who are employed as of the end of the year. This limitation does not apply to compensation that meets the requirements under Section 162(m) for “qualifying performance-based” compensation (i.e.capital), compensation paid only if a Participant’s performance meets pre-established objective measures based on performance criteria approved by shareholders). These requirements include that the compensation be paid on attainment of performance measures that are determined by a board’s compensation committee comprised solely of two or more outside directors, disclosure(j) earnings before interest, taxes, depreciation and shareholder approval of the performance goals every five years,amortization, (k) earnings before interest and compensation committee certification that the measures have been met. Stock Options and SARs generally qualify as “performance-based compensation.” Other awards, grants or bonuses will be “performance-based compensation” if they are so designated and if their grant, vesting or settlement is subject to the performance criteria described above meeting specified performance criteria and complying with Section 162(m) of the Code, including related regulations. Restricted Stock Awards that vest solely upon the passage of time do not qualify as “performance-based compensation.”

Although the Company is seeking shareholder approval of the amendment to the 2005 Plan, in part, to comply with Section 162(m), the Compensation Committee retains the right to grant Awards under the 2005 Plan and to use other incentive arrangements that do not qualify as deductible for 162(m) purposes. In addition, there can be no guarantee that any Award intended to qualify for tax deductibility under Section 162(m) will ultimately be viewed by the IRS as so qualifying.

Approval of this Proposal 2 by Swift Energy shareholders will constitute shareholder approval of the following limitations to be set forth in a written amendment to the 2005 Plan:

a.no Participant may be granted, during any calendar year, Stock Options, SARs or Restricted Awards (including Stock Options, SARs, Restricted Stock Grants and Restricted Unit Grants) granted as Performance Bonus Awards, covering or measured by more than 400,000 shares of Common Stock; and

b.no Participant may be granted any award denominated in cash (“Cash Award”) (including Cash Awards that are granted as Performance Bonus Awards) in any calendar year having a value determined on the date of grant in excess of $5,000,000.

In general, each Award will only subject to a single limitation set forth above in either clause (a) or (b). However, a Participant may be granted Awards in combination such that portions of the Award are subject to differing limitations, in which event each portion of the combination Award is subject only to a single appropriate limitation in either clause (a) or (b) above. For example, if a Participant is granted an Award that is in part a Restricted Award and in part a Cash Award, then the Stock Award shall be subject only to the limitation intaxes, (l) sales, (m) total

 

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clause (a)stockholder return relative to assets, (n) total stockholder return relative to peers, (o) financial returns (including, without limitation, return on assets, return on net assets, return on equity return on capital, return on operating revenue and return on investment), (p) cost reduction targets, (q) customer satisfaction, (r) customer growth, (s) employee satisfaction, (t) gross margin or gross profit, (u) revenue growth, (v) market share, (w) book value per share, (x) expenses and expense ratio management, (y) finding costs of oil and gas reserves, (z) volumes of oil and gas reserves or adjusted reserves or changes therein, (aa) percentage of reserves replaced, (bb) production or adjusted production or production exit rate, (cc) lease operating cost (“LOE”) measures, or adjusted LOE measures, (dd) general and administrative (“G&A”) or adjusted G&A measures, (ee) net asset value (“NAV”) or NAV per share, (ff) operating cost measures or reductions, (gg) earnings and earnings growth (including earnings per share and earnings before or after interest and taxes, earnings before taxes, EBITDA or net earnings), (hh) basic or diluted earnings per share or growth in earnings or earnings per share, (ii) stock price or change in stock price, (jj) total shareholder return, (kk) return on capital or change in working capital or return on capital employed, (ll) reduction of fixed costs, (mm) liquidity, (nn) health safety & environmental (“HS&E”) total recordable incident rate, or (oo) any combination of the Cash Award shallforegoing. Performance goals may be subject onlyrelated to the limitation in clause (b). The 2005 Plan limitations shall be construed so as to comply with Section 162(m)performance of the Code whenever applicable. The limitations set forth shall be subject to adjustment under the Plan only to the extent that such adjustment will not affect the status of any Award intended to qualify as “performance-based compensation” under Section 162(m)individual or in respect of the Code unless the Compensation Committee determines otherwise. This enables the Company to maximize the income tax deduction available to the Company for individual compensation.

Material Performance Measures — Qualifying Performance Criteria

For purposesperformance of the 2005 Plan, the term “Qualifying Performance Criteria” shall mean anyCompany, one or more of the following performance criteria, either individually, alternativelyits subsidiaries or in any combination applied tothereof on either the Company as a whole or to aconsolidated, business unit, subsidiarydepartments, regions, functions, other organizational units or business segment, either individually, alternatively or in any combination,divisional level and measured either annually or cumulatively over a period of years, on an absolute basis or relative to apre-established target, to results over a previous period or to a designated comparison group,group. Performance goals may be absolute or relative (to prior performance of the Company or to the performance of one or more other entities or external indices or to one or more of the performance goals themselves) and may be expressed in each case asterms of a progression within a specified range. In addition, subject to any limitations under Section 162(m), such performance measures may be subject to adjustment by the Compensation Committee for changes in the Award: (i) finding costs of oil and gas reserves; (ii) volumes of oil and gas reserves or adjusted reserves or changes therein; (iii) percentage of reserves replaced; (iv) production or adjusted production or production exit rate; (v) lease operating cost (“LOE”) measures, or adjusted LOE measures; (vi) general and administrative (“G&A”) or adjusted G&A measures; (vii) net asset value (“NAV”) or NAV per share; (viii) return on equity, return on capital, return on net assets or assets, return on investments or return on operating revenue; (ix) revenues or oil and gas sales; (x) operating cost measures or reductions; (xi) cash flow or increase in free cash flow or net cash from operations; (xii) earnings (including earnings before or after interest and taxes, earnings before taxes, EBITDA or net earnings); (xiii) basic or diluted earnings per share, or growth in earnings or earnings per share; (xiv) stock price or change in stock price; (xv) return on equity or average shareholders’ equity; (xvi) total shareholder return; (xvii) return on capital or change in working capital or return on capital employed; (xviii) operating income or net operating income; (xix) growth in shareholder value relative to the average or ranking of a peer group or equity market index; or (xx) health, safety and environmental performance. With respect to any Award that is intendedaccounting principles, to satisfy regulatory requirements or for other specified extraordinary, unusual or infrequent items or events.

Following the requirements for “performance-based compensation” under Section 162(m) of the Code, the performance criteria must be Qualifying Performance Criteria, and the Compensation Committee will (within the first quarterend of the performance period, but in no event more than ninety (90) days into that period) establish the specific performance targets (including thresholds and whetherholder of a Performance Award shall be entitled to exclude certain extraordinary, non-recurring, or similar items) and Award amounts (subject to the right of the Compensation Committee to exercise discretion to reduce payment amounts following the conclusion of the performance period).

Certification

Prior to thereceive payment of any compensation under an Award that vests based upon meeting Qualifying Performance Criteria under Section 162(m) of the Code to a “covered employee” within the meaning of Section 162(m) of the Code, the Compensation Committee shall certify in writing the extent to which any Qualifying Performance Criteria and any other material terms under such Award have been satisfied (other than in cases where such criteria relate solely to the increase in the value of the Common Stock).

Discretionary Adjustments Pursuant to Section 162(m)

Notwithstanding satisfaction or completion of any Qualifying Performance Criteria, to the extent specified as of the Grant Date,amount not exceeding the number of shares of Common Stock Stock Optionssubject to, or other benefits granted, issued, retainable and/or vested under anthe maximum value of, the Performance Award, based on accountthe achievement of satisfaction ofthe performance measure(s) for such Qualifying Performance Criteria may be reducedperformance period, as determined and certified in writing by the Compensation Committee on the basis of such further considerations as the CompensationCommittee. The Committee, in its sole discretion, shall determine.may provide for a reduction in the value of a Participant’s Performance Award during the performance period. Payment of a Performance Award may be made in cash, Common Stock, other Awards or a combination thereof, as determined by the Committee.

Other Stock-Based Awards. The Committee may grant an Awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, shares of Common Stock or factors that may influence the value of such shares of Common Stock, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into Shares, purchase rights for Shares, awards with value and payment contingent upon performance of the Company or specified subsidiaries, affiliates or other business units thereof. The Committee may grant cash or unrestricted shares of Common Stock to an Eligible Individual on such terms and conditions as the Committee may determine at the time of grant. Awards of Common Stock may be made as additional compensation for services rendered by the Eligible Individual or may be in lieu of cash or other compensation to which the Eligible Individual is entitled from the Company.

Section 409A and Deferred Compensation TreatmentOther Provisions

Under Section 409ATransferability of Awards. The 2016 Plan generally restricts the Code, certaintransfer of Awards, except for (1) transfer by will or the laws of descent and distribution or (2) to one or more members of a Participant’s immediate family. Notwithstanding the foregoing, Incentive Options will not, under any circumstances, be transferable other than by will or the 2005 Plan may be nonqualified deferred compensation. Section 409Alaws of descent and distribution.

Changes in Capital Structure. In the Code imposes on persons with nonqualified deferred compensation that doevent of any extraordinary dividend or other extraordinary distribution (whether in the form of cash, shares of Common Stock, other securities, or other property), recapitalization, stock

 

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split, reverse stock split, reorganization, merger, consolidation,split-up,spin-off, combination, repurchase, change in control or exchange of shares of Common Stock or other securities of the Company, or other corporate transaction or event (each a “Corporate Event”) affects the shares of Common Stock, the Board shall, in its sole discretion, in such manner as it in good faith deems equitably required to prevent dilution or enlargement of the rights of Participants adjust any or all of (i) the number of shares of Common Stock or other securities of the Company (or number and kind of other securities or property) with respect to which Awards may be granted, (ii) the number of shares of Common Stock or other securities of the Company (or number and kind of other securities or property) subject to outstanding Awards, and (iii) the exercise price or base price with respect to any Award, or make provision for an immediate cash payment to the holder of an outstanding Award in consideration for the cancellation of such Award.

Substitute Awards. Awards may be granted in substitution or exchange for similar awards held by individuals who become Participants as a result of a merger, consolidation or acquisition of another entity by or with the Company or one of its subsidiaries.

Termination and Amendment. The Board may terminate the 2016 Plan at any time and from time to time alter or amend the 2016 Plan; provided that no such change may be made that would materially adversely alter or impair the rights of a Participant with respect to an Award theretofore granted without the consent of such Participant; provided, further, that the Board may not, meetwithout approval of the shareholders of the Company, amend the 2016 Plan to materially increase the benefits accruing to Participants under the 2016 Plan, materially increase the aggregate maximum number of shares of Common Stock that may be issued under the 2016 Plan, materially modify the requirements for participation in the 2016 Plan or take any other action that otherwise must be approved by shareholders in order to comply with the NYSE.

Tax Withholding. The First Amendment modifies the tax withholding provision under the 2016 Plan in order to enable the Company to withhold taxes due or potentially payable with respect to an award granted under the 2016 Plan from shares of Common Stock (including shares of Common Stock otherwise issuable under an Award) at the maximum statutory withholding rate applicable to a Participant. The Company shall have the right to deduct or withhold, or cause to be deducted or withheld, from any Award, from any payment due or transfer made under any Award or from any compensation or other amount owing to a Participant, the amount (in cash, Common Stock (including Common Stock that would otherwise be issued with respect to such Award) or other property) of any applicable taxes required by law to be withheld and to require any payments required to enable it to satisfy its withholding obligations and to take such other action(s) as may be necessary in the opinion of the Company to satisfy its withholding obligations with respect to such Award.

Federal Income Tax Consequences

The following discussion is for general information only and is intended to summarize briefly the United States federal income tax consequences to Participants arising from participation in the 2016 Plan. This description is based on current law, which is subject to change (possibly retroactively). The tax treatment of a Participant in the 2016 Plan may vary depending on his particular situation and may, therefore, be subject to special rules not discussed below. No attempt has been made to discuss any potential foreign, state, or local tax consequences. In addition, Nonstatutory Options and SARs with an exercise price less than the fair market value of shares of Common Stock on the grant date, SARs payable in cash, RSUs, and certain other Awards that may be granted pursuant to the 2016 Plan, could be subject to additional taxes unless they are designed to comply with certain restrictions set forth in Section 409A of the Code and guidance promulgated thereunder.

Tax Consequences to Participants

Options and SARs. Participants will not realize taxable income upon the grant of an Option or a SAR. Upon the exercise of a Nonstatutory Option or a SAR, a Participant will recognize ordinary compensation income (subject to withholding if an employee) in an amount equal to the excess of (i) taxation immediately upon vestingthe amount of cash and the fair

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market value of the nonqualified deferred compensationshares of Common Stock received, over (ii) the exercise price of the Award. A Participant will generally have a tax basis in any shares of Common Stock received pursuant to the exercise of a Nonstatutory Option or SAR that equals the fair market value of such shares of Common Stock on the date of exercise. Subject to the discussion under“— Tax Consequences to the Company” below, the Company will be entitled to a deduction for federal income tax purposes that corresponds as to timing and earnings thereon (regardless of whetheramount with the compensation income recognized by a Participant under the foregoing rules. When a Participant sells the shares of Common Stock acquired as a result of the exercise of a Nonstatutory Option or SAR, any appreciation (or depreciation) in the value of the shares of Common Stock after the exercise date is then paid); (ii) interesttreated as long- or short-term capital gain (or loss) for federal income tax purposes, depending on the holding period. The shares of Common Stock must be held for more than 12 months to qualify for long-term capital gain treatment.

Participants eligible to receive an Option intended to qualify as an Incentive Option (i.e., under Section 422 of the Code) will not recognize taxable income on the grant of an Incentive Option. Upon the exercise of an Incentive Option, a Participant will not recognize taxable income, although the excess of the fair market value of the shares of Common Stock received upon exercise of the Incentive Option (“ISO Shares”) over the exercise price will increase the alternative minimum taxable income of the Participant, which may cause such Participant to incur alternative minimum tax. The payment of any alternative minimum tax attributable to the exercise of an Incentive Option would be allowed as a credit against the Participant’s regular tax liability in a later year to the extent the Participant’s regular tax liability is in excess of the alternative minimum tax for that year.

Upon the disposition of ISO Shares that has been held for the required holding period (generally, at least two years from the grant date and one year from the date of exercise of the Incentive Option), a Participant will generally recognize capital gain (or loss) equal to the excess (or shortfall) of the amount received in the disposition over the exercise price paid by the Participant for the ISO Shares. However, if a Participant disposes of ISO Shares that have not been held for the requisite holding period (a “Disqualifying Disposition”), the Participant will recognize ordinary compensation income in the year of the Disqualifying Disposition in an amount equal to the amount by which the fair market value of the ISO Shares at the underpayment rate plus 1%; and (iii)time of exercise of the Incentive Option (or, if less, the amount realized in the case of an additional 20% tax. Toarm’s length disposition to an unrelated party) exceeds the exercise price paid by the Participant for such ISO Shares. A Participant would also recognize capital gain to the extent applicable, we intendthe amount realized in the Disqualifying Disposition exceeds the fair market value of the ISO Shares on the exercise date. If the exercise price paid for the ISO Shares exceeds the amount realized (in the case of anarm’s-length disposition to an unrelated party), such excess would ordinarily constitute a capital loss.

The Company will generally not be entitled to any federal income tax deduction upon the grant or exercise of an Incentive Option, unless a Participant makes a Disqualifying Disposition of the ISO Shares. If a Participant makes a Disqualifying Disposition, the Company will then, subject to the discussion below under “— Tax Consequences to the Company,” be entitled to a tax deduction that Awards grantedcorresponds as to timing and amount with the compensation income recognized by a Participant under the 2005rules described in the preceding paragraph.

Under current rulings, if a Participant transfers previously held shares of Common Stock (other than ISO Shares that has not been held for the requisite holding period) in satisfaction of part or all of the exercise price of an Option, whether a Nonstatutory Option or an Incentive Option, no additional gain will be recognized on the transfer of such previously held shares of Common Stock in satisfaction of the Nonstatutory Option or Incentive Option exercise price (although a Participant would still recognize ordinary compensation income upon exercise of a Nonstatutory Option in the manner described above). Moreover, that number of shares of Common Stock received upon exercise which equals the number of previously held shares of Common Stock surrendered in satisfaction of the Nonstatutory Option or Incentive Option exercise price will have a tax basis that equals, and a capital gains holding period that includes, the tax basis and capital gains holding period of the previously held shares of Common Stock surrendered in satisfaction of the Nonstatutory Option or Incentive Option exercise price. Any additional shares of Common Stock received upon exercise will have a tax basis that equals the amount of cash (if any) paid by the Participant, plus the amount of compensation income recognized by the Participant under the rules described above.

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The 2016 Plan generally prohibits the transfer of Awards other than by will or according to the laws of descent and distribution or pursuant to a qualified domestic relations order, but the 2016 Plan allows the Committee to permit the transfer of Awards (other than Incentive Options), in its discretion. For income and gift tax purposes, certain transfers of Nonstatutory Options should generally be exempttreated as completed gifts, subject to gift taxation.

The Internal Revenue Service has not provided formal guidance on the income tax consequences of a transfer of Nonstatutory Options (other than in the context of divorce) or SARs. However, the Internal Revenue Service has informally indicated that after a transfer of Options (other than in the context of divorce pursuant to a domestic relations order), the transferor will recognize income, which will be subject to withholding, and FICA/FUTA taxes will be collectible at the time the transferee exercises the Options. If a Nonstatutory Option is transferred pursuant to a domestic relations order, the transferee will recognize ordinary income upon exercise by the transferee, which will be subject to withholding, and FICA/FUTA taxes (attributable to and reported with respect to the transferor) will be collectible from the transferee at such time.

In addition, if a Participant transfers a vested Nonstatutory Option to another person and retains no interest in or comply withpower over it, the transfer is treated as a completed gift. The amount of the transferor’s gift (or generation-skipping transfer, if the gift is to a grandchild or later generation) equals the value of the Nonstatutory Option at the time of the gift. The value of the Nonstatutory Option may be affected by several factors, including the difference between the exercise price and the fair market value of the shares of Common Stock, the potential for future appreciation or depreciation of the shares of Common Stock, the time period of the Nonstatutory Option and the illiquidity of the Nonstatutory Option. The transferor will be subject to a federal gift tax, which will be limited by (i) the annual exclusion of $14,000 per donee (for 2017, subject to adjustment in future years), (ii) the transferor’s lifetime unified credit, or (iii) the marital or charitable deductions. The gifted Nonstatutory Option will not be included in the Participant’s gross estate for purposes of the federal estate tax or the generation-skipping transfer tax.

This favorable tax treatment for vested Nonstatutory Options has not been extended to unvested Nonstatutory Options. Whether such consequences apply to unvested Nonstatutory Options or to SARs is uncertain and the gift tax implications of such a transfer is a risk the transferor will bear upon such a disposition.

Other Awards: Cash Awards, RSUs, Restricted Stock and Common Stock Awards. A Participant will recognize ordinary compensation income upon receipt of cash pursuant to a cash Award or, if earlier, at the time the cash is otherwise made available for the Participant to draw upon. Individuals will not have taxable income at the time of grant of an RSU Award, but rather, will generally recognize ordinary compensation income at the time he or she receives cash or shares of Common Stock in settlement of the RSU Award, as applicable, in an amount equal to the cash or the fair market value of the shares of Common Stock received.

A recipient of Restricted Stock or an Award of unrestricted Common Stock generally will be subject to tax at ordinary income tax rates on the fair market value of the shares of Common Stock when received, reduced by any amount paid by the recipient; however, if the shares of Common Stock are not transferable and are subject to a substantial risk of forfeiture when received, a Participant will recognize ordinary compensation income in an amount equal to the fair market value of the shares of Common Stock (i) when the shares of Common Stock first become transferable and are no longer subject to a substantial risk of forfeiture, in cases where a Participant does not make a valid election under Section 409A83(b) of the Code, but make no representation or warranty(ii) when the Award is received, in cases where a Participant makes a valid election under Section 83(b) of the Code. If a Section 83(b) election is made and the shares of Common Stock are subsequently forfeited, the recipient will not be allowed to take a deduction for the value of the forfeited shares of Common Stock. If a Section 83(b) election has not been made, any dividends received with respect to Restricted Stock that effect.are subject at that time to a risk of forfeiture or restrictions on transfer generally will be treated as compensation that is taxable as ordinary income to the recipient; otherwise the dividends will be treated as dividends.

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A Participant who is an employee will be subject to withholding for federal, and generally for state and local, income taxes at the time he recognizes income under the rules described above. The tax basis in the shares of Common Stock received by a Participant will equal the amount recognized by the Participant as compensation income under the rules described in the preceding paragraph, and the Participant’s capital gains holding period in those shares of Common Stock will commence on the later of the date the shares of Common Stock are received or the restrictions lapse. Subject to the discussion below under “— Tax Consequences to theCompany,” the Company will be entitled to a deduction for federal income tax purposes that corresponds as to timing and amount with the compensation income recognized by a Participant under the foregoing rules.

Tax Consequences to the Company

Reasonable Compensation.In order for the amounts described above to be deductible by the Company (or a subsidiary), such amounts must constitute reasonable compensation for services rendered or to be rendered and must be ordinary and necessary business expenses.

Golden Parachute Payments. The ability of the Company is not allowed(or the ability of one of its subsidiaries) to obtain a deduction for future payments under the 2016 Plan could also be limited by the golden parachute rules of Section 280G of the Code, which prevent the deductibility of certain excess parachute payments made in connection with a change in control of an employer-corporation.

Performance-Based Compensation. The ability of the Company (or the ability of one of its subsidiaries) to obtain a deduction for amounts paid under the 2016 Plan could be limited by Section 162(m). Section 162(m) limits the Company’s ability to deduct compensation, for federal income tax deductionpurposes, paid during any year to a “covered employee” (within the meaning of Section 162(m)) in excess of $1,000,000. However, an exception applies to this limitation in the case of certain “performance-based compensation.” In order to exempt “performance-based compensation” from the $1,000,000 deductibility limitation, the grant, vesting, exercise or settlement of the Award must be based on the grantsatisfaction of one or exercise of an Incentive Stock Option ormore performance goals selected by the disposition, afterCommittee and certain other requirements must be met, including shareholder approval requirements. Although the required holding period, of shares acquired by exercising an Incentive Stock Option. On a disqualifying disposition of such shares,2016 Plan has been drafted to satisfy the requirements for the “performance-based compensation” exception, the Company may determine that it is allowed a federal income tax deduction in an amount equal to the amount of ordinary income recognized by the Participant as a result of the disqualifying disposition, provided the deduction is otherwise allowable under the Code and the Company satisfies its tax reporting obligations with respect to such income.

With respect to other types of compensatory awards, the Company generally will be entitled to a deduction at the same time, and in the same amount, as a Participant recognizes ordinary income, subjectCompany’s best interests not to satisfy the requirements for the exception in certain limitations imposed under the Code.situations.

Tax WithholdingNew Plan Benefits

The Company may deduct or withhold fromAwards, if any, award granted or payment duethat will be made to Eligible Individuals under the 20052016 Plan are subject to the amountdiscretion of the Committee; therefore, the Company cannot currently determine the benefits or number of shares subject to Awards that may be granted in the future. Accordingly, no New Plan Benefits Table is provided.

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Previously Awarded Options

The following table sets forth, for the Named Executive Officers and certain other groups, all shares of Common Stock underlying outstanding Options previously awarded under the 2016 Plan; this table is inclusive of awards granted in March of this year (2017). No associate of any withholding taxes due in respect of the awardNamed Executive Officers,non-employee directors or payment anddirector nominees set forth below holds or has held options to take certain other action as may be necessary to satisfy all obligations forpurchase our common stock.

Name and Principal Position

Number of Shares
Issued  or
Underlying Options

Terry E. Swift

Former Chief Executive Officer and Director

39,683

Robert J. Banks

Executive Vice President and Chief Operating Officer and Former Interim Chief Executive Officer

46,488

Alton D. Heckaman, Jr.

Former Executive Vice President and Chief Financial Officer

21,164

Steven L. Tomberlin

Former Senior Vice President — Resource Development and Engineering

0

All executives as a group (7 total)

141,666

Non-executive director group(1)

10,572

Non-executive officer group

34,090

Total

186,328

(1)    All members of the payment of applicable withholding taxes. A ParticipantBoard who exercises an Incentive Stock Option isare not subject to federal income tax withholding on either the exercise of an Incentive Stock Option or the disposition (whether or not a disqualifying disposition) of common stock acquired upon exercise of an Incentive Stock Option.also our executive officers.

Securities Authorized for Issuance Under Equity Compensation Plan InformationPlans

The following table providessets forth certain information regarding our equity compensation plans as of December 31, 2014, regarding shares outstanding and available for issuance under the Company’s existing stock compensation and employee stock purchase plans:2016.

 

  (a)   (b)   (c)   Equity Compensation Plan Information(1) 

Plan Category

  Number of Securities
to Be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
   Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
And Rights
   Number of Securities
Remaining Available
for

Future Issuance Under
Equity Compensation
Plans (excluding
securities reflected in
column (a))
 

Plan category

  Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights

(a)
   Weighted –average
exercise price of
outstanding
options, warrants
and rights

(b)
   Number of securities
remaining available
for

future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))

(c) (2)
 

Equity compensation plans approved by security holders

   1,332,190    $34.02     2,132,955(1)    —     $—      —   

Equity compensation plans not approved by security holders

   —      $—       —       105,811    23.25    662,295 
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

   1,332,190    $34.02     2,132,955     105,811   $23.25    662,295 
  

 

   

 

   

 

   

 

   

 

   

 

 

 

(1)Includes 318,027equity compensation plan information for both the 2016 Plan and the Swift Energy Company Inducement Plan (“Inducement Plan”), a copy of which is incorporated by reference to Exhibit 4.4 to our FormS-8 (FileNo. 333-215235), filed on December 21, 2016.
(2)No awards were granted under the Inducement Plan until 2017. Therefore, the total shares included in column (c) reflect the shares remaining available for issuance under the Swift Energy Company Employee Stock Purchase2016 Plan (221,295) and 1,814,928the total shares authorized to be issued under the 2005 Plan.Inducement Plan (441,000) on December 31, 2016.

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Board Recommendation

The affirmative vote of the holders of a majority of the shares entitled to vote on, and that voted for or against or expressly abstained with respect to, Proposal 2, is required to amend the 20052016 Plan to increase the

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number of shares of common stockCommon Stock that may be issued under the 2005 Plan and to increase annual award limits under Code Section 162(m).2016 Plan. Unless otherwise directed by a proxy marked to the contrary, it is the intention of the persons designated on the proxy card to vote the proxies “FOR” amending the 20052016 Plan to increase the number of shares of common stock that may be issued under the 2005 Plan and to increase annual award limits under Code Section 162(m).2016 Plan. The Board believes that such approval is essential to enable the Company to continue to attract and retain qualified employees and directors. The Board supports management’s belief that the approval of the proposal to amend the 2005 Plan as described herein will contribute to the continuation of the Company’s history of employee and director longevity, as the Company’s stock compensation plans have done in the past.

A majority of the votes cast is required to approve this Proposal 2. Brokers do not have discretion to vote on this proposal without your instruction. If you do not instruct your broker how to vote on this proposal, your broker will deliver anon-vote. Abstentions will be considered as votes cast and will have the same effect as votes against the proposal, but brokernon-votes will not affect the outcome of the voting on the proposal.

 

The Board of Directors unanimously recommends that shareholders vote “FOR” amendingapproving the Second Amended and RestatedFirst Amendment to the Swift Energy Company 2005 Stock Compensation2016 Equity Incentive Plan to increase the number of shares of common stock that may be issued under the 2005 Plan and to increase annual award limits under Internal Revenue Code Section 162(m).2016 Plan.

 

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PROPOSAL 3: APPROVAL OF THE MATERIAL TERMS OF THE SWIFT ENERGY COMPANY 2016 EQUITY INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) WITH RESPECT TO THE ADDITIONAL SHARES

In addition to approving the First Amendment as set forth in Proposal 2, we are also asking shareholders to approve the material terms of the 2016 Plan for purposes of complying with the requirements of Section 162(m) solely with respect to the additional shares to be added to the 2016 Plan, subject to shareholder approval, pursuant to the First Amendment (the “Additional Shares”) in order to allow us to grant Awards under the 2016 Plan using the Additional Shares that are designed as “performance-based compensation” within the meaning of Section 162(m).

Background and Purpose of the Proposal

We believe it is desirable to have the ability to deduct, for federal income tax purposes, the value of Awards granted pursuant to the 2016 Plan. The 2016 Plan is intended to qualify for exemption from the deduction limitations of Section 162(m) by providing “performance-based compensation” to “covered employees” within the meaning of Section 162(m). Under Section 162(m), the federal income tax deductibility of compensation paid to the Chief Executive Officer and the three other most highly compensated officers (other than the principal financial officer) (“Covered Employees”) determined pursuant to the SEC’s executive compensation disclosure rules may be limited to the extent such compensation exceeds $1,000,000 in any taxable year. However, compensation paid to Covered Employees may be deducted in excess of that amount if it qualifies as “performance-based compensation” as defined in Section 162(m). In addition to certain other requirements, in order for Awards under the 2016 Plan to constitute “performance-based compensation,” the material terms of the 2016 Plan must be disclosed to and approved by our shareholders.

We are specifically requesting that shareholders vote to approve: (1) the maximum amount of compensation that may be paid to a Participant under the 2016 Plan in any fiscal year, (2) the individuals eligible to receive compensation under the 2016 Plan, and (3) the performance criteria on which the performance goals are based for purposes of Section 162(m). Each of these items is discussed below, and shareholder approval of this proposal constitutes approval of each of these items for purposes of the Section 162(m) shareholder approval requirements.

Consequences of Failing to Approve the Proposal

If this Proposal 3 is not approved by shareholders, Covered Employees may not receive the compensation that we intended to provide them under the 2016 Plan and the deductibility of Awards granted to Covered Employees in the future may potentially be limited. This means that we may be limited in our ability to grant Awards that satisfy our compensation objectives and that are deductible (although we retain the ability to evaluate the performance of the Covered Employees and to pay appropriate compensation even if some of it may benon-deductible). For the avoidance of doubt, if this Proposal 3 is not approved by shareholders, we will continue to be able to grant Awards of “performance-based compensation” within the meaning of Section 162(m) under the 2016 Plan with respect to shares of Common Stock currently available under the 2016 Plan (i.e., prior to giving effect to the First Amendment and the Additional Shares) as a result of the approval of the proposal setting forth the material terms of the 2016 Plan by our shareholders at the 2017 annual meeting.

Maximum Amounts of Compensation

Consistent with certain provisions of the Code, there are restrictions providing for a maximum number of shares of Common Stock that may be granted in any one year to a Covered Employee and a maximum amount of cash compensation payable in any one year as an Award under the 2016 Plan to a Covered Employee. Specifically, (i) the maximum number of shares of Common Stock that may be subject to Awards intended to constitute “performance-based compensation” within the meaning of Section 162(m) denominated in shares of

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Common Stock granted under the 2016 Plan to any one individual during any calendar year may not exceed 200,000 and (ii) the maximum amount of compensation that may be paid under Awards intended to constitute “performance-based compensation” within the meaning of Section 162(m) that are not denominated in shares of Common Stock granted under the 2016 Plan to any one individual during any calendar year may not exceed $3,000,000.

Eligibility

Employees of the Company or any of its subsidiaries ornon-employee directors, officers, consultants and independent contractors who provide services to the Company or any of its subsidiaries are eligible to receive Awards under the 2016 Plan. Although Section 162(m) only limits the deductibility for compensation paid to a Covered Employee who is employed as of the end of the year, the performance goals described below may be applied to other senior officers in the event that any of them could be deemed to be a Covered Employee under the Section 162(m) regulations during the time that they hold the Performance Award.

Performance Criteria and Performance Awards

If an eligible person is a Covered Employee, and the Committee determines that a contemplated Performance Award should qualify as “performance-based compensation” under Section 162(m), then the grant and/or settlement of such Award will be contingent upon achievement of one or morepre-established performance objectives based on the performance measures specified in the 2016 Plan.

With respect to any Performance Awards intended to constitute “performance-based compensation” within the meaning of Section 162(m), performance objectives shall be expressed in terms of: (a) revenue or oil and gas sales, (b) earnings per share of Common Stock (basic and diluted), (c) net income per share of Common Stock, (d) price per share of Common Stock,(e) pre-tax profits, (f) net earnings, (g) net income, (h) operating income and operating profit, (i) cash flow (including, without limitation, operating cash flow, free cash flow, discounted cash flow, net cash from operations, return on investment and cash flow in excess of cost of capital), (j) earnings before interest, taxes, depreciation and amortization, (k) earnings before interest and taxes, (l) sales, (m) total stockholder return relative to assets, (n) total stockholder return relative to peers, (o) financial returns (including, without limitation, return on assets, return on net assets, return on equity return on capital, return on operating revenue and return on investment), (p) cost reduction targets, (q) customer satisfaction, (r) customer growth, (s) employee satisfaction, (t) gross margin or gross profit, (u) revenue growth, (v) market share, (w) book value per share, (x) expenses and expense ratio management, (y) finding costs of oil and gas reserves, (z) volumes of oil and gas reserves or adjusted reserves or changes therein, (aa) percentage of reserves replaced, (bb) production or adjusted production or production exit rate, (cc) lease operating cost (“LOE”) measures, or adjusted LOE measures, (dd) general and administrative (“G&A”) or adjusted G&A measures, (ee) net asset value (“NAV”) or NAV per share, (ff) operating cost measures or reductions, (gg) earnings and earnings growth (including earnings per share and earnings before or after interest and taxes, earnings before taxes, EBITDA or net earnings), (hh) basic or diluted earnings per share or growth in earnings or earnings per share, (ii) stock price or change in stock price, (jj) total shareholder return, (kk) return on capital or change in working capital or return on capital employed, (ll) reduction of fixed costs, (mm) liquidity, (nn) health safety & environmental (“HS&E”) total recordable incident rate, or (oo) any combination of the foregoing. Performance goals may be related to the performance of the individual or in respect of the performance of the Company, one or more of its subsidiaries or any combination thereof on either a consolidated, business unit, departments, regions, functions, other organizational units or divisional level and measured either annually or cumulatively over a period of years, on an absolute basis or relative to apre-established target, to results over a previous period or to a designated comparison group. Performance goals may be absolute or relative (to prior performance of the Company or to the performance of one or more other entities or external indices or to one or more of the performance goals themselves) and may be expressed in terms of a progression within a specified range. In addition, subject to any limitations under Section 162(m), such performance measures may be subject to adjustment by the Committee for changes in accounting principles, to satisfy regulatory requirements or for other specified extraordinary, unusual or infrequent items or events.

2017 Proxy StatementLOGO   | 39


For a detailed description of the remaining terms of, certain tax consequences associated with participation in and other information regarding the 2016 Plan, please see Proposal 2.

Board Recommendation

The affirmative vote of the holders of a majority of the shares entitled to vote on, and that voted for or against or expressly abstained with respect to, Proposal 3, is required to approve the material terms of the 2016 Plan to comply with the requirements of Section 162(m) solely with respect to the Additional Shares to be added to the 2016 Plan. Unless otherwise directed by a proxy marked to the contrary, it is the intention of the persons designated on the proxy card to vote the proxies “FOR” approving the material terms of the 2016 Plan to comply with the requirements of Section 162(m) for the Additional Shares being approved in Proposal 2. The Board believes that such approval is important for the Company to be able to satisfy its compensation objectives to retain qualified employees and directors by ensuring that certain performance awards are deductible to the extent legally permissible.

A majority of the votes cast is required to approve this Proposal 3. Brokers do not have discretion to vote on this proposal without your instruction. If you do not instruct your broker how to vote on this proposal, your broker will deliver anon-vote. Abstentions will be considered as votes cast and will have the same effect as votes against the proposal, but brokernon-votes will not affect the outcome of the voting on the proposal.

The Board of Directors unanimously recommends that shareholders vote “FOR” the approval of the material terms of the Swift Energy Company 2016 Equity Incentive Plan for purposes of complying with the requirements of Section 162(m) with respect to the Additional Shares.

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PROPOSAL 4 — RATIFICATION OF SELECTION OF BDO USA, LLP AS SWIFT ENERGY COMPANY’S INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017

The Audit Committee of the Board of Directors has selected BDO USA, LLP as the independent registered public accounting firm for the Company to audit its consolidated financial statements and internal control over financial reporting for 2017. BDO USA, LLP has served as the Swift Energy’s independent auditor since June 8, 2016, shortly after the Company emerged from bankruptcy on April 22, 2016. See “Audit Committee Disclosure” following this proposal for more information related to BDO USA, LLP.

Shareholder approval or ratification is not required for the selection of BDO USA, LLP, since the Audit Committee of the Board of Directors has the responsibility for selecting the Company’s independent registered public accounting firm. However, the selection is being submitted for ratification at the Annual Meeting as a matter of good corporate practice. No determination has been made as to what action the Board of Directors would take if shareholders do not approve the appointment, but the Audit Committee may reconsider whether or not to retain the firm. Even if the selection is ratified, the Audit Committee, in its discretion, may direct the selection of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the Company’s and its shareholders’ best interests.

Brokers have discretion to vote this proposal without your instruction. If you do not instruct your broker how to vote on this proposal, your broker may still vote on this proposal.

The Board of Directors unanimously recommends that shareholders vote “FOR” the ratification of the selection of BDO USA, LLP as the Company’s independent auditor.

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AUDIT COMMITTEE DISCLOSURE

Preapproval Policies and Procedures

The charter of the Audit Committee provides that the Audit Committee shall approve, in its sole discretion, any services to be provided by the Company’s independent registered accounting firm, including audit services and significantnon-audit services (significant being defined for these purposes asnon-audit services for which fees in the aggregate equal 5% or more of the base annual audit fee paid by the Company to its independent auditor), before such services are rendered, and consider the possible effect of the performance of such latter services on the independence of the auditor. The Audit Committee may delegate preapproval authority to a member of the Audit Committee. The decisions of any Audit Committee member to whom preapproval authority is delegated must be presented to the full Audit Committee at its next scheduled meeting. All of the services described below for 2016 and 2015 were preapproved by the Audit Committee before BDO USA, LLP and the Company’s former auditor, Ernst and Young LLP, were engaged to render services. Ernst and Young LLP was the Company’s independent auditor from 2002 through June 8, 2016, when BDO USA, LLP was engaged to render the services.

Services Fees Paid to Independent Public Accounting Firm

BDO USA, LLP, certified public accountants, began serving as the Company’s independent registered public accounting firm in June 2016. The Audit Committee engaged BDO USA, LLP to perform an annual audit of the Company’s financial statements for the fiscal year ended December 31, 2016. There was no separate shareholder approval to engage BDO USA, LLP as the Company did not have an annual meeting in 2016 due to its reorganization and emergence from bankruptcy. A representative from BDO USA, LLP will be present at this year’s Annual Meeting. Such representative will have the opportunity to make a statement if he or she desires to do so and is expected to be available to respond to appropriate questions. As mentioned above, Ernst and Young LLP, certified public accountants, began serving as Swift Energy’s independent auditor in 2002 and was the Company’s independent registered public accounting firm up through the review of the financial statements included in the Company’s Quarterly Report on Form10-Q for first quarter 2016.

The following table presents fees and expenses accrued by BDO USA, LLP for its audit of the Company’s annual consolidated financial statements and for its review of the financial statements included in the Company’s Quarterly Reports on Form10-Q for 2016, and for its audit of internal control over financial reporting for 2016, and for other services provided by BDO USA, LLP.

   2016 

Audit Fees

  $546,041 

Audit-Related Fees

  

Tax Fees

  $—   

All Other Fees

   —   
  

 

 

 

Totals

  $546,041 
  

 

 

 

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The following table presents fees and expenses accrued by Ernst and Young LLP for its audit of or consent to the Company’s annual consolidated financial statements and for its review of the financial statements included in the Company’s Quarterly Reports on Form10-Q for 2015 and the first quarter of 2016, and for its audit of internal control over financial reporting for 2015, and for other services provided by Ernst and Young LLP.

   2016   2015 

Audit Fees

  $131,200   $1,489,474 

Audit-Related Fees

   —      —   

Tax Fees

  $355,011   $123,037 

All Other Fees

   657,315    —   
  

 

 

   

 

 

 

Totals

  $1,143,526   $1,612,511 
  

 

 

   

 

 

 

The audit fees for 2016 and 2015 for BDO USA, LLP and Ernst and Young LLP, were for professional services rendered in connection with the audits of our consolidated financial statements and reviews of our quarterly consolidated financial statements within such years. These fees also include the issuance of comfort letters, consents and assistance with review of various documents filed with the SEC in 2016 and 2015. The tax services provided in 2016 and 2015 generally consisted of compliance, tax advice and tax planning services. The all other fees includes consulting work Ernst and Young LLP was engaged to perform subsequent to their termination as the Company’s auditors, primarily as part of the Company’s reorganization and emergence from bankruptcy; this included work tied to the first 100 days following our emergence from bankruptcy and work to prepare the Company’s book income tax provision and related disclosures.

Report of the Audit Committee

In connection with the financial statements for the fiscal year ended December 31, 2016, the Audit Committee has:

reviewed and discussed the audited financial statements with management;

discussed with BDO USA, LLP, the Company’s independent registered public accounting firm (the “Auditor”), the matters required to be discussed by the Statement on Auditing Standards (“SAS”) No. 61 (codification of SAS AU § 380) as adopted by the Public Accounting Oversight Board in Rule 3200T, as amended and inclusive of any successor rule; and

obtained the written disclosures and the letter from the Auditor in accordance with the applicable requirements of the Public Company Accounting Oversight Board regarding the Auditor’s communications with the Audit Committee concerning independence, and has discussed with the Auditor the Auditor’s independence.

Based on the reviews and discussion referred to above, we recommended to the Board of Directors that the Company’s audited financial statements be included in the Annual Report on Form10-K for the year ended December 31, 2016, filed with the Securities and Exchange Commission.

AUDIT COMMITTEE

Gabriel L. Ellisor (Chair)

Michael Duginski
Charles W. Wampler

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis (“CD&A”)

Named Executive Officers

In this proxy statement, our Named Executive Officers (“NEOs”) are: Terry Swift, our former Chief Executive Officer and President (CEO); Alton Heckaman, Executive Vice PresidentDirector who retired effective October 7, 2016, and Chief Financial Officer (EVP & CFO);although not an officer or employee as of the date of this proxy statement, is included as an NEO for the purposes of this proxy statement pursuant to applicable SEC rules; Robert Banks, Executive Vice President and Chief Operating Officer (EVP & COO);and Former Interim Chief Executive Officer; Alton Heckaman, our former Executive Vice President and Chief Financial Officer, who although not an officer or employee of the date of this proxy statement is included as an NEO for the purposes of this proxy statement pursuant to applicable SEC rules; and Steven Tomberlin, Former Senior Vice President — President—Resource Development and Engineering, (SVP-RDE);who resigned effective May 12, 2016, and Bruce Vincent, Retired President (effective February 15, 2015), who although not an officer or employee as of date of this proxy statement is included as an NEO for purposes of this proxy statement is included as an NEO underpursuant to applicable SEC regulations.rules.

Executive Summary

Oil and Gas PricesEmergence from Voluntary Reorganization under Chapter 11 Proceedings

OilFollowing the prolonged and gas prices dropped approximately 50% from July 1 to year-end 2014 to a low below $45 in March 2015. Although we have seensevere commodity pricesprice collapse in our industry in late 2014 through 2015, after carefully investigating all available options to preserve value, Swift Energy, as discussed further under “Explanatory Note — Emergence from Voluntary Chapter 11 Reorganization” in this proxy statement, elected to file for protection and relief under the past,Bankruptcy Code on December 31, 2015. Swift Energy received bankruptcy court confirmation of our voluntary Plan of Reorganization on March 31, 2016, and subsequently emerged from bankruptcy with an Effective Date of April 22, 2016.

The Company’s filing for bankruptcy on the speedeve of this most recent price decline, coupled with a slower decline in2016, subsequent reorganization and successful emergence significantly impacted the costs for oil and gas services, has significantly affected ourCompany’s compensation practices during the year. Swift Energy maintained normal business since October 2014, which is inclusiveoperations throughout the course of the period duringbankruptcy and was able to receive confirmation of the Plan of Reorganization, which decisionsenabled the Company to emerge from bankruptcy. While the scope of the Plan of Reorganization was much broader and had a substantial impact to shareholders and the Company as a whole, it was also comprised of several key compensation-related impacts to our NEOs. During the bankruptcy, limitations under the Bankruptcy Code effectively prohibited the Company from following its normal compensation program and calendar.

Under the Plan of Reorganization, the Company’spre-petition common stock was cancelled and our previous shareholders received 4% of the post-emergence Company’s common stock and warrants to purchase up to 30% of reorganized Swift Energy’s equity. Further, any unvested equity awards that our NEOs or former directors held of the Company’spre-petition common stock were made regarding many aspectscancelled upon emergence. The effects of those changes are reflected throughout this CD&A and proxy statement. Accordingly, the value of the previous long-term unvested equity awards of our 2014NEOs was lost and 2015 executive compensation programs. We have cutany values associated with unvestedpre-emergence equity awards in this proxy are illustrated for historical purposes only.

As a whole, 2016 was a year of reorganization and transition for Swift Energy, enabling the Company to better position itself to drive long-term value. Because it was an unprecedented year, Swift Energy’s pay practices during 2016 were specific to 2016 only and tied to our capital expenditures budget for 2015 by 70% over 2014, we have reduced our workforce significantlysuccessful reorganization and we have targeted reducing our costs of 2015 operations by 15% to 30%emergence from 2014 levels. As describedbankruptcy during the year. Discussed later in this CD&A, although manyour Board of Directors and Compensation Committee have approved returning to a more customary compensation program in 2017.

Transition of Management

Along with emergence from bankruptcy on April 22, 2016, the Company was impacted by the retirement of two of our NEOs. As discussed above, Mr. Swift retired effective October 7, 2016, as both the Company’s CEO

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and Director of the metrics tied to 2014 incentive compensationCompany, and Mr. Heckaman, retired on March 20, 2017, as our Executive Vice President and Chief Financial Officer. Both were achieved,part of the management team that led Swift Energy through a successful reorganization and emergence from bankruptcy. Further, one of our other NEOs, Mr. Tomberlin, resigned from the Company on May 12, 2016. Accordingly, Mr. Banks is our sole NEO from 2016 who is a current executive officer and employee of Swift. Mr. Banks serves as our Executive Vice President and Chief Operating Officer and also previously served in the role of interim Chief Executive Officer from Mr. Swift’s retirement until Mr. Woolverton joined Swift Energy on March 1, 2017, as our Chief Executive Officer and a member of the Board. Along with the Company’s voluntary reorganization, the noteworthy transition in executive management impacted 2016 and, specifically, our pay practices for the year.

2016 Executive Compensation Highlights

Heading into 2016, our former Compensation Committee extended the salary freeze in effect for all NEOs, whose base salaries had remained unchanged since 2013. In addition, the Compensation Committee determined thatto not petition the Bankruptcy Court to pay annual cash bonuses to NEOs for performance during the 2015 fiscal year, which would have been paid in the first quarter of 2016.

Throughout the Company’s four months in bankruptcy, all officers be significantly reducedefforts outside of ordinary operations and business were devoted to the reorganization and there was no formal compensation program in place, and, as noted above, any salary increases or eliminated, including that the CEO’s bonus bebonuses were reduced to zero based on these cost cutting initiatives. In addition, for 2015 a salary freeze was put in place for all NEOs. We cannot predict the future of oil and gas prices but our leadership intends to continue to apply the principles of financial discipline during these uncertain times, as reflected throughout this CD&A.

2014 Executive Compensation Highlights

2014 was the second year of the executive compensation program described in this CD&A, which was designedeither by the Compensation Committee or as required by the Bankruptcy Code. As such, the Company did not use an independent compensation consultant during early 2016, our time in bankruptcy. After a successful emergence and adopted in 2013. The primary design objective of the executive compensation program continues to be that a significant portion of an executive’s compensation is tied to the operational and financial performance of Swift Energy. More extensive details of this design are provided later in this CD&A; however,reorganization, the following highlights certain actions taken bycompensation components were implemented to reward and retain our Compensation Committee related to 2014 compensation:NEOs:

 

For 2014,A new independent Compensation Committee was formed and such committee engaged an independent compensation consultant, Longnecker and Associates (“Longnecker”);

As part of the Plan of Reorganization, our CEO wasNEOs were granted long-term equity incentives ofeffective upon emergence from bankruptcy in accordance with the newly-adopted Swift Energy Company 2016 Equity Incentive Plan, which 70% were Performance Restricted Stock Units (“Performance RSUs”) and 30% were time-basedincluded restricted stock awards; the Performance RSUs would only vest if threshold levels of certain operationalunits subject to time-based vesting and financial metrics were met using a 3-year performance measurement period;stock options subject to time-based vesting;

 

All other NEOs were granted similar long-term equity incentives,Effective upon emergence, as part of the Plan of Reorganization, the employment agreements of Messrs. Swift, Banks and Heckaman (a form of which 50%had been in effect since November 1995 for Messrs. Swift and Heckaman and 2008 for Mr. Banks) were Performance RSUsamended. The terms of these employment agreements, along with Messrs. Swift’s and 50% were time-based restricted stock awards; andHeckaman’s retirements pursuant to the employment agreements, are further discussed in “Potential Payments Upon Termination or Change in Control” in this proxy statement;

 

A formulaic annual incentive cash bonus program was implemented in July 2016 for NEOs and all employees based upon the levels of achievement of five operational and financial metrics was used to determine each NEO’s annual cash bonus; however, as described throughout this CD&A,following the Compensation Committee reducedCompany’s first 100 days after emergence. Although the 2014 bonuses of the CEOthreshold, target and CFO to zero and reduced cash bonuses for the other NEOs substantiallystretch levels were set based on full year 2016 performance, due to the current operating environment caused bytiming of setting the significant declinemetrics, all NEOs’ and employees’ target bonuses were set at 50% of their normal annual target bonus; and

On December 15, 2016, we adopted the Swift Energy Company Inducement Plan which provides for the grant of equity-based awards in oilorder to attract and gas prices.retain able persons as employees, directors and consultants.

Pay-for-PerformanceCompensation Philosophy

Our executiveDue to limitations under the Bankruptcy Code, in the first part of 2016, the Company did not have a formal compensation program is designed to reward our officers, includingor philosophy. Our former Compensation Committee continued the salary freeze for our NEOs while we were in bankruptcy and no annual bonuses were awarded for creatingthe previous fiscal year. Further, any unvested long-term equity awards held by our NEOs were cancelled resulting in a loss of all corresponding value as part of the reorganization.

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The long-term equity incentives granted following emergence were specifically triggered by our Plan of Reorganization and awarded to (i) ensure that our NEOs were rewarded for the successful reorganization in a short period of time and (ii) create long-term value for Swift Energy’s shareholders. This approach allows usshareholders through management retention and continuity. Similarly, the amendments of our NEOs’ employment agreements were specifically triggered by the Plan of Reorganization to better align the interests of the continuing management team with the Company’s long-term shareholders following the reorganization.

Longnecker was engaged as the Compensation Committee’s independent compensation consultant following the Company’s emergence from bankruptcy on April 22, 2016. With Longnecker’s assistance, the Compensation Committee designed the formulaic annual incentive cash bonus program based on the Company’s performance on five operational and financial metrics. For 2016, outcomes were based on full-year performance, but awards were payable at 50% of the normal annual target bonus, as further discussed below. As Swift Energy has taken the difficult reorganizational steps needed to resume being atop-tier exploration and production company and incentivize and reward management, the Compensation Committee has also worked with Longnecker in early 2017 to design a more long-term executive compensation program. Details of our 2017 compensation program are also discussed below.

2016 Executive Compensation Program

Our cash incentive compensation program for 2016 was approved by the Compensation Committee and the Board subsequent to the Company’s emergence, and was composed of the following metrics, metric weightings and required performance levels. Incentive cash bonuses for 2016 for our NEOs (and all of our employees), were based on this performance matrix:

Level

  Sales  Volume(1)   EBITDA(2)   LOE(3)   Liquidity(4)   HS&E  (TRIR)(5) 

Threshold

   52.0 Bcfe   $55.0 Million   $45.0 Million   $36.0 Million    1.2 

Expected

   57.3 Bcfe   $61.0 Million   $42.0 Million   $40.0 Million    1.0 

Stretch

   60.7 Bcfe   $67.0 Million   $40.0 Million   $44.0 Million    0.6 

Weighting

   20%    30%    20%    20%    10% 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Company 2016 Performance

   55.2 Bcfe    $63.2 Million    $40.7 Million    $107.3 Million    0.59 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(1)Sales Volume for 2016 was 55.0 Bcfe; this includes the volumes actually sold. Performance for this metric was between the threshold and expected levels and yielded a 14% credit for this metric.
(2)EBITDA is Earnings Before Interest Depreciation, Taxes and Amortization which was $63.2 million and yielded a 30% credit for this metric.
(3)Lease Operating Expense (“LOE”) was 40.7 Million for 2016; this performance above the stretch level yielded a 30% credit for this metric.
(4)Liquidity is comprised of available cash and available borrowings on our line of credit at December 31, 2016. This performance above the stretch level yielded a 40% credit for this metric.
(5)Health Safety & Environmental (“HS&E”) Total Recordable Incident Rate (“TRIR”) is an OSHA indicator that measures a company’s total recordable injury rate; the Company’s achievement of the stretch level on this metric yielded a 15% credit.

As previously mentioned, each NEO’s and employee’s annual cash bonus target was set at 50% of their normal annual cash bonus target. For instance, Mr. Banks’s annual cash bonus target, normally 90% of his base salary, was set at 45% of base salary for 2016. The Compensation Committee reduced the annual targets by 50% for 2016 because the Company remained in bankruptcy through late April and because the Company had not formalized its annual budget until July 1, 2016, which is a critical component to setting annual operating and performance metrics. Each metric was intended to incentivize NEOs (and all employees) to achieve near-term operational and financial objectives critical to our executives foroverall long-term mission and business goals following our restructure. The weighting of each metric established the importance of a given metric and, coupled with the minimum and maximum cash bonus opportunity range, incentivized our NEOs and employees to focus on all performance metrics and prevents one metric from yielding a payout inconsistent with the intent of the cash

 

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  20152017 Proxy Statement


delivering valuebonus program. Performance below the threshold level on any metric resulted in no credit awarded for that metric. Performance at or above the threshold level on any metric resulted in computing the pro rata percentage points achieved for such given metric.

The Company’s performance for 2016 in relation to shareholders while reducing or eliminating certain compensation if we do not achieve our performance goals. Although we are notthe cash bonus incentive plan and goals is highlighted above. The calculation of Sales Volume (14%), EBITDA (30%), LOE (30%), Liquidity (40%) and HS&E TRIR (15%) resulted in a large oil and gas company, we compete for identical talent against all companies in the oil and gas industry, especially in Houston, Texas, and, therefore, a primary objective of our compensation program is to attract, retain and challenge executive talent.

Our Compensation Committee and, when applicable, our executive officers, use pay-for-performance principles in making compensation decisions. Over the last five years, our NEOs’ compensation has generally tracked the performance of the Company’s stock price and, although absolute stock price performance can be an imperfect measure of a company’s performance, we believe that over this longer five-year term our executive compensation program has aligned each NEO’s compensation with our shareholders’ interests. As an illustration of this principle, the following chart tracks our CEO’s Total Annual Compensation with changes in our stock price over the last five years:

LOGO

“Total Annual Compensation” includes all cash compensation received from salary and bonus as well as the vested restricted stock awards and stock options for each year.

“Base” means base salary paid during each calendar year.

“Bonus” means thepotential annual cash bonus paid for each calendar year, typically paidpayout of up to 129% of target. See footnotes one through five in the first quarter ofchart above. As previously mentioned, the following year.

“Equity Vested” means the value of the equity as of December 31 that vested during each year. For all stock options exercised during each year, the value shown is based on the amount, if any, by which our stock price on December 31 exceeds the option’s exercise price; for options where the exercise price exceeds the stock price on the vesting date, the value shown is $0. For restricted stock awards, the value shown is calculated by taking the number of shares vested during the year multiplied by the stock price on December 31. These amounts differ from the grant date fair value of “stock awards” and “option awards” granted in each year which appears in the Summary Compensation Table.

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Executive Compensation Elements

Our compensation program is comprised of elements common in our industry and each individual element serves an important purpose toward the total compensation package. The primary elements of our 2014 executive compensation remain similaronly NEO to those in previous years and include base salary,receive a 2016 annual incentive cash bonus under this program was Mr. Banks and long-term equity incentives,the Compensation Committee utilized discretion to increase his award above his annual cash bonus target of 45% due to the Company’s achievement of the referenced operation and financial metrics and his leadership as interim Chief Executive Officer for a substantial portion of which, for 2013 and 2014, are performance-based equity awards.2016.    

Component

Type of Payment/Benefit

Purpose

Base SalaryFixed cash payment to NEO, generally eligible for annual increaseAttract and retain talent; designed to be competitive with those of comparable companies
Annual Incentive Cash BonusAnnual cash payments based on performance

Pay for performance tied to success in achieving the following metrics:

•    1-year Relative Total Shareholder Return (“TSR”)

•    Annual Production Increase

•    Annual Reserves Increase

•    Health Safety & Environmental (“HSE”) — Total Recordable Incident Rate

•    Lease Operating Expense per BOE

Long-term Equity Incentives3-year cliff Performance RSUs and time-vested restricted stock awards

Align NEO compensation with that of our long-term shareholders; Performance RSUs vest at levels corresponding to the achievement of the following metrics:

•    3-year Relative TSR

•    3-Year Relative Return on Capital Employed (“ROCE”)

20142016 NEO Compensation

In 2013, theThe 2016 Compensation Committee modified our executive compensation program to increase the amount of an executive’s compensation linked directly to either Swift Energy’s stock price or achievement of meaningful operational or financial metrics. For 2014, the Compensation Committee continued this design, meaning that significant Company performance, including stock price performance, was necessary in order for our NEOs to receive their target total compensation. NEOs have an opportunity to receive above target compensation should the Company’s performance exceed certain benchmarks, as discussed later in this CD&A.

The allocation of the CEO’s 2014 target total compensation amongwas somewhat unique given our reorganization, emergence from bankruptcy and management transition. For 2016, the primary compensation components is set forth in the chart below and was based upon the following:were: (1) base salary, during 2014, (2) target annual incentive cash bonus for 20142016, which was determined and paid at the beginning of 2017, and (3) long-term equity incentive awards made up of time-vested restricted stock

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awards units and Performance RSU awards that were granted atstock options awarded as part of the beginningPlan of 2014 (assuming Performance RSUs vest at target levels). Additionally, the chart presents amounts actuallyReorganization and 2016 Equity Incentive Plan. Except for certain life insurance benefits, all other retirement, health and welfare benefits received (base salary and annual incentive cash bonus) by the CEO or for which he is eligible (long-term incentive equity awards that vest in 2017).

CEO 2014 Target Total Compensation

LOGOour NEOs are also generally available to all Swift Energy employees.

The actual amounts received in 2014 (i.e. base salary and annual cash bonus)2016 are the amounts reflected in the Summary Compensation Table and the reasoning and basis for the approved compensation decisions are described below. Through

2016 Base Salary

Base Salary provides our NEOs with a base level of income and considers an individual’s responsibility, performance assessment and career experience along with the datecurrent market conditions. As detailed above our NEOs’ base salaries remained unchanged while the Company was in bankruptcy and had remained static since 2013. As part of this proxy statement,the Company’s reorganizational efforts, our independent compensation consultant provided our Compensation Committee with statistics on how the base salaries of our NEOs reasonably compared to peers. The independent compensation consultant determined that the Company’s base salaries, for all employees including our NEOs, closely aligned to the 50th percentile of market data, which was typical for companies who recently faced a distressed situation and/or recently emerged from bankruptcy. Based on that same review, it was reflected that the base salary of Mr. Banks was low compared to other chief operating officers in our industry; accordingly, Mr. Bank’s salary was increased approximately 11.5% to $515,000 from $461,540 upon emergence in April 2016. For the rest of our NEOS, following consultation with Longnecker, our Compensation Committee determined that base salary levels were within the range of reasonableness and no changes were made.

2016 Annual Incentive Cash Bonus

For the annual performance cash bonus described in more detail above, the Compensation Committee hasused its discretion to award Mr. Banks a cash bonus above the expectation threshold of 50% due to Mr. Banks’s leadership throughout the reorganization and service as interim Chief Executive Officer until Mr. Woolverton joined the Company as Chief Executive Officer on March 1, 2017. Messrs. Swift and Tomberlin, having already separated from employment prior to December 31, 2016, were not approved salary increaseseligible to receive performance cash bonus awards for 2016. And no additional cash bonus was awarded to Mr. Heckaman in 2016, although he was entitled to receive a stay cash bonus in conjunction with his retirement in March 2017 (see “Potential Payments Upon Termination or Change in Control” for more information).

2016 Long-Term Equity Incentives

For the long-term equity incentives granted to our NEOs since February 2013. Theupon emergence under the newly-adopted Swift Energy Company 2016 Equity Incentive Plan, each NEO was awarded shares with a grant date value which corresponded to 70% time-based restricted stock units and 30% time-based stock options. These awards were

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issued as part of the Company’s Plan of Reorganization and were not determined by the Compensation Committee also utilized negative discretionCommittee. Only Mr. Banks’s awards currently remain unvested as Messrs. Swift’s and approved minimal 2014 annual incentive cash bonuses for our NEOs. As illustratedHeckaman’s shares vested under their employment agreements in the above chart, the CEOconnection with their retirements. Mr. Tomberlin did not receive a bonus for 2014 performance.

these equity awards due to his resignation. The 20142016 awards to our NEOs, as discussed above, wereone-time, long-term equity incentive awards (Performance RSUsincentives in connection with our reorganization and time-vested restricted stock awards) were granted in February 2014 by our Compensation Committeeemergence from bankruptcy and as reflected in the chart above, make up the most prominent componentnot part of our CEO’s target compensation and his compensation disclosed in the Summary Compensation Table. The rules governing the Summary Compensation Table mandate that the value disclosed for equity awards be the “grant date fair value.” For the Performance RSUs granted, this amount is calculated based on the expected probable outcome “grant date fair value,” using a Monte Carlo simulation. The actual amount that would be realized by the recipient of these long-termgreater equity incentive awards (assuming the performance period ended on December 31, 2014) would be lower due to the Company’s actual performance. For instance, the “grant date fair value” disclosed in the Summary Compensation Table for the Performance RSUs awarded to our CEO in 2014 is $952,096 (using a grant date fair value per share of $11.68 as calculated in footnote 2 of the Grants of Plan-Based Awards Table); however, the realizable value of those Performance RSUs based on Swift Energy’s performance versus our peers’ performance through December 31, 2014 (assuming the 3-year performance period ended on that day) would have been zero due to performance below the threshold level on the two metrics that govern the Performance RSU award. This analysis illustrates the pay-for-performance principles engrained in our executive compensation plan, ensuring the Company is deeply committed to better performance.program.

Independent Compensation Consultant and Use of Benchmarking and Marketplace Data

Aon Hewitt, a global professional services firm (“Aon Hewitt” or our “independent compensation consultant”),Longnecker has served as theour independent executive compensation consultant since our reorganization and emergence from bankruptcy on April 22, 2016, reporting directly to our Compensation Committee since 2012. Aon HewittCommittee. Longnecker has provided the Compensation Committee with benchmarking and marketplace data on executive compensation design and position-specific data on each element. All of the data provided to the Compensation Committee by Aon HewittLongnecker is for companies in the same industry and relatively comparable to Swift Energy. The ultimateEnergy, including companies that have gone through reorganizations, to the extent comparable. Final decisions regarding our executive compensation program design and compensation decisions regardingawarded to our NEOs lie solely in the hands of our Compensation Committee; however,Committee. However, in making such decisions, the consultation, peer and position-specific current and historic benchmarking data, and the assessment of our annual

2015 Proxy StatementLOGO   | 37


cash bonus and long-term incentive design provided by Aon Hewitt,Longnecker are important elements in the Compensation Committee’s overall executive compensation decisions. As noted above, the long-term equity incentives awarded to our NEOs in conjunction with our reorganization were mandated by the Company’s Plan of Reorganization and the Compensation Committee did not have authority over such long-term equity incentive awards. The work of Aon HewittLongnecker has raised no conflicts of interest under the Company’s Conflict of Interest Policy.

To be successful in recruiting and retaining top talent in the current highly competitive oil and gas industry in Houston, Texas, we believe it is necessary and appropriate to benchmark our executive compensation against that of our relevant peers. During 2014, the market data provided by Aon Hewitt was not used in any formulaic or statistical manner to determine our NEOs’ compensation program or actual pay decisions. Rather, this data was used as a critical point of reference for 2014 pay decisions and helped our Compensation Committee identify and evaluate pay trends in our industry and determine whether they are appropriate to implement at Swift Energy. Specifically, for 2014 executive compensation, Aon Hewitt provided consultation and current marketplace data that assisted the Compensation Committee in: (1) establishing the initial design of the 2014 executive compensation program, (2) setting 2014 incentive target levels, including minimum and maximum levels where applicable, and (3) approving actual 2014 incentive pay levels.

Advisory Vote to Approve Executive Compensation

In addition to taking Aon Hewitt’sLongnecker’s advice and research into consideration in formulating our executive pay decisions, for 2014,looking forward to 2017, the Compensation Committee also tookwill take into account our last two shareholder say onsay-on- pay votes. Our independent Compensation Committee believes that the votes castand ensure our shareholders demonstrate support for approval at these recent meetings demonstrates shareholder support of Swift Energy’s approach to executive compensation, which as further detailedcompensation. As there was no annual meeting in this CD&A2016 due to the Company’s bankruptcy, there was significantly modifiedno shareholdersay-on-pay vote to incentivize our NEOs for Company performance and is on par with peer compensation programs.take into consideration from the prior year.

Industry Peer Group

The companies chosenNo peer group was selected in February 2014 by the Compensation Committee for purposes of setting 2014 compensation represent companies in the exploration and production sector of the energy industry and/or companies that compete in2016 with the Company’s core areas of operation for both business opportunitiesbankruptcy and talent. Thereorganization given the unprecedented time in our Company’s 2014history and we felt it would be inappropriate and inapplicable to select a peer group selected was as follows:

2014 Peer Group

Bill Barrett Corp.

Carrizo Oil & Gas

Clayton Williams Energy

Comstock Resources

Denbury Resources

Energy XXI (Bermuda)

Forest Oil

Kodiak Oil & Gas

Magnum Hunter Resources

Newfield Exploration

Oasis Petroleum

PDC Energy

Penn Virginia

Petroquest Energy

Quicksilver Resources

Rosetta Resources

SM Energy

Stone Energy

Ultra Petroleum

W&T Offshore

The peer group changes from time to time due to business combinations, asset sales and other types of transactions that cause peer companies to no longer exist or to no longer be comparable. The Compensation Committee approves all revisions to our peer group. In consultation with Aon Hewitt, for 2015 the Compensation Committee changed almost half of our peer group, eliminating Bill Barrett, Clayton Williams Energy, Denbury Resources, Newfield Exploration, Oasis Petroleum, SM Energy and Ultra Petroleum, principally due to their no longer being comparably sized. Kodiak Oil & Gas was also removed from Swift Energy’s 2015 peer group due to its acquisition by Whiting Petroleum in late 2014, and Forest Oil was eliminated due to its merger with Sabine Oil and Gas in late 2014. The Compensation Committee also approved the addition of Diamondback Energy, Halcon Resources, Laredo Petroleum, Matador Resources, Parsley Energy, Rex Energy, RSP Permian and Sanchez Energy to the peer group for 2015.

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2014 Executive Compensation Components

The primary elements of our executive compensation are base salary, annual incentive cash bonus and long-term equity incentives. Except for certain life insurance benefits, all other retirement, health and welfare benefits received by our NEOs are also generally available to all Swift Energy employees.

For each primary component, Aon Hewitt provided, and our Compensation Committee reviewed, historical and current marketplace data both when setting target compensation levels, including minimum and maximum opportunity levels where applicable, and when approving actual payment levels.

Base Salary

Base Salary provides our NEOs with a base level of income and considers an individual’s responsibility, performance assessment and career experience. We have historically set base salaries for our officers to align with the 75th percentile of the competitive market to attract and retain the best talent, and base salary adjustments are made from time to time as a result of our review of market data. Aon Hewitt recently prepared an executive compensation study for our Compensation Committee that reported 2014 base salaries for our NEOs were at or near the third quartile of our proxy peer group for comparable positions; however, the study also showed that our NEOs’ 2014 base salaries were at or near the median when compared to a larger group of companies that participated in several industry surveys. We believe our NEOs’ base salaries are reasonable in comparison to that of our peers. As illustrated below, NEO salaries have not increased since February 2013.

The following schedule shows the lack of increases in base salaries for our NEOs (approved in February 2014 and February 2015) along with the actual base salaries for our NEOs for 2013, 2014 and 2015:

Named Executive Officer

  2014 and 2015
Percentage of
Salary Increase
  2013, 2014 and
2015 Salary
 

Terry E. Swift, CEO and President

   0 $685,450  

Bruce H. Vincent, Retired President

   0 $536,560  

Alton D. Heckaman, EVP & CFO

   0 $462,090  

Robert J. Banks, EVP & COO

   0 $461,540  

Steven L. Tomberlin, SVP — RDE

   0 $342,000  

No salary increases were approved during February 2015, primarily due to the Company’s salary freeze associated with the significant decline in oil and gas prices. The Company has only modestly increased salaries over the last five years; the 5-year average increase of our NEOs’ base salaries was: Mr. Swift — 1.8%, Mr. Vincent — 1.8%, Mr. Heckaman — 2.0%, Mr. Banks — 4.0%, and Mr. Tomberlin — 4.8%. As already cited, Mr. Vincent retired from the Company effective February 15, 2015; therefore salary amounts shown for him are only applicable through such retirement date.

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Annual Incentive Cash Bonus

The 2014 annual cash incentive bonus program is based purely on our pay-for-performance philosophy. For 2014, the annual target cash bonus is stated as a percentage of base salary. The target award levels were set, in part, based on discussions with our independent compensation consultant regarding industry trends and competitive compensation data for similar executive positions of our peers. The following displays for each NEO (1) his target bonus opportunity, (2) the calculation of his potential annual cash bonus (118% of target) based on actual 2014 performance detailed below and (3) the fact that the Compensation Committee utilized negative discretion to eliminate or reduce all NEOs’ actual bonuses:

Named Executive Officer

  2014 Target as
Percentage of
Base Salary
  2014 Annual
Target Bonus
   2014 Annual
Cash Bonus
Potential Based
on 2014
Performance

(118% of Target)
   Approved 2014
Annual Cash
Bonus
 

Terry E. Swift, CEO and President

   100 $685,450    $808,831    $0  

Bruce H. Vincent, Retired President

   90 $482,904     N/A     N/A  

Alton D. Heckaman, EVP & CFO

   90 $415,881    $490,740    $0  

Robert J. Banks, EVP & COO

   90 $415,386    $490,155    $40,000  

Steven L. Tomberlin, SVP — RDE

   60 $205,200    $242,136    $40,000  

The metrics, metric weightings and the required performance levels upon which the 2014 annual cash bonus amount was based, as well as the 2014 performance results for each of the metrics, are listed in the performance matrix below:

Metric

 Weighting Actual
2014
Results
 Threshold
Performance
(50% of Target)
 Target
Performance
(100% of Target)
   Challenge
Performance
(200% of Target)
 Outstanding
Performance
(250% of Target)
   

1Yr Relative Total Shareholder Return(1)

 30% Below
Threshold
 >30th %ile >50th %ile  >75th %ile >90th %ile

Adjusted Annual Production (MMBoe)(2)

 25% 12.39 11.7 12 (3) 13.1 13.4

Adjusted Annual Reserves (MMBoe)(2)

 15% 194 180 186 (4) 200 205

HSE Total Recordable Incident Rate (“TRIR”) (5)

 10% <1.0 TRIR <2.3 TRIR <1.8 TRIR  <1.5 TRIR <1.3 TRIR(5)

Adjusted LOE and G&A per BOE(2)(6)

 20% $10.72 <$11.50 <$11.16 (6) <$10.60 <$10.32
 

 

      
 100%      

(1)Total Shareholder Return is the percentage change in common stock price from the beginning of a calendar year to the end of the calendar year. This metric will use the “2014 Peer Group” previously mentioned to determine achievement.
(2)For those metrics marked “adjusted,” the Compensation Committee may make adjustments to reflect certain non-recurring impacts during the period. However, for 2014, no adjustments were necessary.
(3)Production reported in our Form 10-K for the year ended December 31, 2014, was 12.39 MMBoe; this performance between the target and challenge level, pro rata, yielded a 34% credit for this metric.
(4)Reserves reported in our Form 10-K for the year ended December 31, 2014, were 194 MMBoe; this performance between the target and challenge levels, pro rata, yielded a 24% credit for the metric.
(5)TRIR is an OSHA indicator that measures a company’s total recordable injury rate; outstanding achievement on this metric yielded 25% credit (10% target weighting multiplied by the 250% performance level).
(6)Adjusted LOE plus G&A per BOE measures lease operating costs (other than hydrocarbon taxes) and general and administrative costs per BOE. The Company’s calculated LOE and G&A per BOE was $10.72 for 2014; this performance between the target and challenge levels, pro rata, yielded a 36% credit for the metric.

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The performance levels for each metric (threshold, target, challenge and outstanding) were approved by the Compensation Committee based on the Company’s 2014 operating budget and related 2014 operating work program approved by the Board of Directors. Each metric is intended to incentivize NEOs to achieve near-term operational and financial objectives critical to our overall long-term mission and business goals. The weighting of each metric establishes the importance of a given metric and, coupled with the minimum and maximum cash bonus opportunity range, incentivizes our NEOs to focus on all performance metrics and prevents one metric from yielding a payout inconsistent with the intent of the bonus program. Performance below the threshold level on any metric resulted in no credit awarded for that metric. Performance at or above the threshold level on any metric resulted in computing the pro rata percentage points achieved for such given metric.

The Company’s 2014 performance matrix was generally the same as for 2013 except that the Compensation Committee (1) reduced the weighting of oil and gas reserves performance from 25% to 15%, (2) modified one metric by adding General and Administrative Costs (“G&A”) to the Lease Operating Expenses (“LOE”) per BOE and (3) increased the weighting of the modified G&A and LOE per BOE metric from 10% to 20%. The primary reason for these changes by the Compensation Committee was to mirror the Company’s increased focus on financial discipline and becoming a low cost oil and gas operator in South Texas.

The Company performed below the threshold levels on the 1-year Relative TSR metric, and therefore NEOs did not receive credit toward their 2014 annual cash bonus payout for this metric. The calculation of Adjusted Annual Production (34%), Adjusted Annual Reserves (24%), Health, Safety and Environmental (“HSE”) TRIR (25%) and Adjusted LOE and G&A per BOE (36%) resulted in a potential annual cash bonus payout of up to 118% of target. See footnotes 3 thru 6 in the chart above. The Compensation Committee exercised negative discretion in determining cash bonuses for 2014, based on (i) the Company’s low achievement level in not meeting threshold performance on 1-year TSR, (ii) the Company’s ongoing general and administrative cost-cutting initiatives for 2014 and 2015, primarily due to the aforementioned decline in oil and gas prices during the second half of 2014, and (iii) the related reduction in force affecting employees at the beginning of 2015, when bonuses are typically funded.

Long-Term Equity Incentives

Long-term equity incentive awards are a critical element in our executive compensation design and are the largest component of an executive’s potential compensation. Similar to our annual incentive cash bonus program, our long-term equity incentive program was modified in February 2013 to more directly align an executive’s compensation with the performance of the Company. Continuing with these design modifications in 2014, the Company maintained the use of restricted stock awards and Performance RSUs for our NEOs while continuing to eliminate the use of stock options. The Compensation Committee grants restricted stock awards and RSUs because (i) the majority of Swift Energy’s competitors have shifted to restricted stock awards or RSUs and away from stock option awards, (ii) restricted stock awards or RSUs are less dilutive than stock options, and (iii) in the Compensation Committee’s opinion, restricted stock awards or RSUs provide a more effective retention incentive than stock options. As such, in consultation with our independent compensation consultant, the 2013 program, continued in 2014, included February awards to our NEOs of Performance RSUs and time-based restricted stock awards.restructuring.

2015 Proxy StatementLOGO   | 41


To set the target level amount of long-term equity incentives, our Compensation Committee utilized position-specific marketplace data provided by our independent compensation consultant, Aon Hewitt. The following summarizes the 2014 long-term incentive targets, as a percentage of each NEO’s base salary, as approved by our Compensation Committee in consultation with Aon Hewitt:

Named Executive Officer

Approved 2014
Long-Term
Incentive  Target

As a Percentage of
Base Salary

Terry E. Swift, CEO and President

300%

Bruce H. Vincent, Retired President

240%

Alton D. Heckaman, EVP & CFO

180%

Robert J. Banks, EVP & COO

180%

Steven L. Tomberlin, SVP — RDE

150%

The basis for equally allocating the mix of long-term equity awards for NEOs (other than the CEO) between Performance RSUs and restricted stock awards was to divide the equity incentives among time-vested and performance-based awards to incentivize the officers to achieve short-term and long-term success and to provide a retention incentive for our officers. The CEO’s allocation is weighted more heavily to Performance RSUs to reflect the higher level of responsibility he holds. The following charts summarize the mix of Performance RSUs and restricted stock awards granted during 2014 for our CEO and for the Company’s other NEOs:

CEO Long-Term IncentivesOther NEO Long-Term Incentives
LOGOLOGO

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Our 2013 and 2014 Performance RSUs granted to our NEOs measured performance over a 3-year performance period (for 2014 awards, January 1, 2014 to December 31, 2016). Each NEO’s Performance RSU award payout opportunity ranges from zero to 200% of target, depending on level of performance, with performance levels above target intending to reward NEOs for overachievement. Similar 3-year Performance RSUs were awarded in 2013 with a performance period that ends on December 31, 2015. Assisted through discussion with, and benchmarking data provided by, our independent compensation consultant, the Compensation Committee approved the following table of metrics, weightings and performance levels (threshold, target and challenge) for 2014 Performance RSU awards, which are identical to 2013 Performance RSU awards:

Metric

WeightingThreshold
Performance
(50% of Target)
Target
Performance
(100% of Target)
Challenge
Performance
(200% of Target)

3 Year Relative Total Shareholder Return (“TSR”)(1)

75%>30th Percentile>50th Percentile>75th Percentile

3 Year Relative Adjusted Return on Capital Employed (“ROCE”)(1)

25%>30th Percentile>50th Percentile>75th Percentile

100%

(1)Metric will use “2014 Peer Group” previously mentioned to determine relative performance.

Each metric is intended to link executive pay to achievement of Swift Energy’s long-term mission and business goals. The Compensation Committee believes the 75% weighting of the 3-year TSR metric is justified because it considers performance in relation to the 2014 peer group and provides a strong link between the performance of the NEO team and their realized compensation. Because our business is capital intensive, requiring large investments, in most cases over a number of years, before tangible financial returns are achieved, our Compensation Committee selected 3-year relative ROCE as an appropriate indicator of long-term performance. This metric measures the profitability of our capital employed in our business compared with that of our 2014 peer group.

The rules governing the Summary Compensation Table mandate that the value disclosed for equity awards be the “grant date fair value.” The actual amount realized by the recipients of these long-term equity incentive awards could be higher or lower depending on the Company’s actual performance. For instance, the “grant date fair values” disclosed in the Summary Compensation Table for the Performance RSUs awarded to our NEOs in 2013 and 2014 are substantially higher than the value realized on those Performance RSUs based on Swift Energy’s performance versus our peers’ performance through December 31, 2014 (assuming the 3-year performance period ended on that day for each award). The table below shows the amounts which would have been realized by our NEOs, if the performance period for their 2013 and 2014 Performance RSUs ended on December 31, 2014, versus the amount disclosed in the Summary Compensation Table:

Award

  Aggregate Amount
Disclosed in Summary
Compensation Table
for all NEOs
   Aggregate Realizable
Value for all NEOs
at 12/31/2014
 

2013 Performance RSU Award

  $2,846,450    $0  

2014 Performance RSU Award

  $2,162,795    $0  

The realized amounts in the chart above reflect the performance-based philosophy of our long-term incentive compensation.

Based on industry marketplace data provided by our independent compensation consultant, 2014 time-based restricted stock awards were granted with 3-year cliff vesting, which requires service for the full three years prior to vest. Further details of these long-term equity incentive awards are disclosed in the Summary Compensation Table and Grants of Plan-Based Awards Table.

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Other Compensation Related Policies

Stock Ownership Guidelines

To further align senior management’s interests with the interests of shareholders with respect to long-term shareholder growth, the Board of Directors adopted Board and Executive Stock Ownership Guidelines in March 2012. The Board has approved equity ownership guidelines for the Company’s officers and directors as follows:

Position

Ownership Guidelines

CEO

5x base salary or ownership of 75,000 shares of common stock

President

4x base salary or ownership of 35,000 shares of common stock

Executive Vice Presidents and Section 16 Officers

3x base salary

Non-employee Board of Director

5x annual cash retainer

All covered individuals were given a 5-year transition period to achieve compliance with the above guidelines.

In the case of the CEO (and President if such position is served by an individual other than the CEO), at his discretion, either the respective multiple can be achieved or the stated number of qualifying shares of common stock can be owned.

Prohibition on Hedging Swift Energy Securities

Our Insider Trading Policy adopted in November 2006 by the Board of Directors, is applicable to all Board members, officers, and employees and prohibits short sales of Swift Energy securities or any hedging or monetization transaction, such aszero-cost collars or forward sale contracts.

In addition, the Insider Trading Policy prohibits transactions in publicly traded options, such as puts, calls and other derivative securities, involving Swift Energy securities.

Clawback Provision

2017 Executive Compensation Elements

Our Compensation Committee, in consultation with Longnecker, has approved returning to a more formal compensation program in 2017. The primary elements of our 2017 executive compensation include base salary, annual cash bonus and long-term equity incentives. For 2017, the long-term equity incentives will consist of restricted stock units and stock options. Performance RSUs awardedequity awards are not expected to be part of themake-up of the Company’s 2017 equity compensation as Longnecker advised that the Company’s post-emergence stock

48 | LOGO

2017 Proxy Statement


history was not extensive enough to accurately project and set targeted performance levels. However, the employment agreements of the individuals who we expect to be NEOs in 2017 require that a portion of their long-term equity incentives be performance-based in future years. For the awards made in early 2017, the Board determined that the grant of stock options, subject to time-based vesting, to our NEOs as part ofhad the 2013greatest alignment to shareholders at the present time.

To be successful in recruiting and 2014retaining top talent in the current highly competitive oil and gas industry in Houston, Texas, we believe it is necessary and appropriate to benchmark our executive compensation program contain a “clawback” provision relatedagainst that of our relevant peers. The Compensation Committee, with the assistance of Longnecker and input from Swift Energy management, selected the Peer Group listed below for 2017. These peers were selected based on the following criteria: industry classification, public company, exchanges, geographic locations, whether the potential peer was an operator, and financial parameters including total revenue, assets, market capitalization, enterprise value and EBITDA.

2017 Peer Group

Abraxas Petroleum

Approach Resources

Bill Barrett

Bonanza Creek Energy

Comstock Resources

Contango Oil & Gas

EXCO Resources

Gastar Exploration

Jones Energy

Resolute Energy

Rex Energy

W&T Offshore

For 2017, Swift Energy is also implementing equity ownership requirements for certain individuals expected to any misconduct, malfeasance or gross negligence bybe NEOs in 2017; as such, the individualCompany is requiring that contributes to any inaccuracy ofcertain executives purchase Company equity either during the Company’s financial resultsopen trading window or via a10b5-1 trading plan. These new requirements are being implemented to further align the resultsinterests of executive management with the performance metrics tied to the awards. The Company does not have any other “clawback” policy with respect to the 2014 compensation elements which would allow the Company to recoup paid compensation from designated individuals in the eventinterests of a financial restatement.our long-term shareholders.

Compensation Policies and Practices as They Relate to Risk Management

In accordance with the requirements of RegulationS-K, Item 402(s), to the extent that risks may arise from the Company’s compensation policies and practices that are reasonably likely to have a material adverse effect on the Company, we are required to discuss those policies and practices for compensating the employees of the Company (including employees that are not NEOs) as they relate to the Company’s risk management practices and the possibility of incentivizing risk-taking. We have determined that the compensation policies and practices established with respect to the Company’s employees are not reasonably likely to have a material adverse effect on the Company and, therefore, no such disclosure is necessary.

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2015 Proxy Statement


Compensation Committee Report

The Compensation Committee reviewed and discussed the above Compensation Discussion and AnalysisCD&A with management. Based upon this review, the related discussions and other matters deemed relevant and appropriate by the Compensation Committee, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and AnalysisCD&A be included in this proxy statement to be delivered to shareholders of Swift Energy.

 

COMPENSATION COMMITTEE

 

Clyde W. Smith, Jr.Christoph O. Majeske (Chair)

Douglas J. Lanier

Greg Matiuk

RonaldGabriel L. SaxtonEllisor

Charles J. SwindellsW. Wampler

 

20152017 Proxy Statement  LOGO   | 4549


Summary Compensation Table

The following table sets forth certain summary information regarding compensation paid or accrued by the Company to or on behalf of our NEOs, who include the Company’s Chief Executive Officer, Chief Financial Officer, and each of the three most highly compensatedadditional executive officers of the Company other than the CEO and CFO, who were serving as an executive officerwhere disclosure is required by the Exchange Act at the end of the last fiscal year for the fiscal years ended December 31, 2012,2014, December 31, 2013,2015, and December 31, 2014. These five2016. Also included in the following table as an NEO is our former Senior Vice President — Resource Development and Engineering, whose disclosure would have been provided but for the fact that he separated from the Company on May 12, 2016, and was not serving as an executive officer of the Company at the end of December 31, 2016. As discussed in the “Compensation Discussion and Analysis” of this proxy statement, for fiscal year 2016, Swift Energy had four individuals that met such disclosure standards and these four individuals are referred to throughout this proxy statement as “Named Executive Officers” or “NEOs.”

 

Name and
Principal Position

(a)

 Year
(b)
  Salary
($)

(c)
  Bonus
($)
(d)
  Stock
Awards
($)(1)(2)

(e)
  Option
Awards
($)(1)

(f)
  Non-Equity
Incentive

Plan
Compen-
sation
($)(3)

(g)
  Change
in
Pension
and  Non-
qualified
Deferred
Compen-
sation
Earnings
($)

(h)
  All Other
Compen-
sation
($)(4)

(i)
  Total
($)

(j)
 

Terry E. Swift

Chairman of the Board,
Chief Executive Officer and President

  2014   $685,450   $ —     $1,406,704   $—     $—     $ —     $16,494   $2,108,648  
  2013   $685,450   $—     $1,861,273   $—     $—     $—     $30,979   $2,577,702  
  2012   $665,480   $—     $1,700,023   $1,207,500   $266,192   $—     $35,936   $3,875,131  

Alton D. Heckaman, Jr.

Executive Vice President and Chief Financial Officer

  2014   $462,090   $—     $597,476   $—     $—     $—     $15,600   $1,075,166  
  2013   $462,090   $—     $758,828   $—     $—     $—     $24,803   $1,245,721  
  2012   $448,630   $—     $779,857   $553,840   $201,884   $—     $36,213   $2,020,424  
         

Bruce H. Vincent

Retired President

  2014   $536,560   $—     $923,808   $—     $—     $—     $15,916   $1,476,284  
  2013   $536,560   $—     $1,173,288   $—     $—     $—     $31,657   $1,741,505  
  2012   $520,930   $—     $1,425,931   $1,014,300   $234,419   $—     $69,188   $3,264,768  

Robert J. Banks

Executive Vice President and Chief Operating Officer

  2014   $461,540   $—     $597,476   $—     $40,000   $—     $31,361   $1,130,377  
  2013   $461,540   $—     $758,828   $—     $—     $—     $33,498   $1,253,866  
  2012   $448,090   $—     $871,221   $618,240   $201,641   $—     $52,666   $2,191,858  
         

Steve L. Tomberlin

Senior Vice President — Resource Development and Engineering

  2014   $342,000   $—     $369,523   $—     $40,000   $—     $18,438   $769,961  
  2013   $342,000   $—     $469,315   $—     $—     $—     $19,410   $830,725  
  2012   $332,030   $—     $391,560   $278,530   $119,531   $—     $16,129   $1,137,780  
         

Name and
Principal Position

(a)

  Year
(b)
   Salary
($)

(c)
   Bonus
($)
(d)
   Stock
Awards
($)(1)(2)

(e)
   Option
Awards
($)(1)

(f)
   Non-Equity
Incentive

Plan
Compen-
sation
($)(3)

(g)
   Change
in
Pension
and  Non-
qualified
Deferred
Compen-
sation
Earnings
($)

(h)
   All
Other
Compen-
sation
($)(4)

(i)
   Total
($)

(j)
 

Terry E. Swift

Former Chief Executive Officer and Director

   2016   $519,428   $—     $1,153,270   $501,527   $—     $—     $123,729   $2,297,954 
   2015   $685,450   $—     $274,014   $—     $—     $—     $9,113   $968,577 
   2014   $685,450   $—     $1,406,704   $—     $—     $—     $16,494   $2,108,648 

Robert J. Banks

Executive Vice President and Chief Operating Officer; Former Interim Chief Executive Officer

   2016   $495,952   $—     $615,079   $267,478   $386,250   $—     $19,695   $1,784,454 
   2015   $461,540   $—     $125,247   $—     $—     $—     $22,345   $609,132 
   2014   $461,540   $—     $597,476   $—     $40,000   $—     $31,361   $1,130,377 
                  

Alton D. Heckaman, Jr.

Former Executive Vice President and Chief Financial Officer

   2016   $462,090   $—     $615,079   $267,478   $—     $—     $5,300   $1,349,947 
   2015   $462,090   $—     $125,247   $—     $—     $—     $7,950   $595,287 
   2014   $462,090   $—     $597,476   $—     $—     $—     $15,600   $1,075,166 

Steve L. Tomberlin

Former Senior Vice President — Resource Development and Engineering

   2016   $141,075   $—     $—     $—     $—     $—     $1,064   $142,139 
   2015   $342,000   $—     $77,462   $—     $—     $—     $10,906   $430,368 
   2014   $342,000   $—     $369,523   $—     $40,000   $—     $18,438   $769,961 
                  

 

(1)The amounts in columns (e) and (f) reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for awards granted during that year. Assumptions used in the calculation of these amounts are included in Note 6 to Consolidated Financial Statements into the Company’s audited financial statements for the fiscal years ended December 31, 2012, December 31, 2013, and December 31, 2014, included in the Company’s Annual Report on Forms10-K for the yearsyear ended December 31, 2012,2014, Note 7 to Consolidated Financial Statements to the Company’s audited financial statements included in the Company’s Annual Report on Form10-K for the year ended December 31, 2013,2015, and Note 8 to Consolidated Financial Statements to the Company’s audited financial statements included in the Company’s Annual Report on Form10-K for the year ended December 31, 2014, respectively.2016.
(2)Prior to 2013, amounts in column (e) were exclusively time-based restricted stock awards. Beginning in 2013,For 2014 and 2015, column (e) is comprised of both time-based restricted stock awards and Performance RSUs. The valuesPer the Company’s reorganization and emergence from bankruptcy effective April 22, 2016, all unvested equity awards from 2014 and 2015 were cancelled for our NEOs. Accordingly any value shown above for 2014 and 2015 is for historical purposes only. For 2016, column (e) is comprised of the respective componentstime-based RSUs.
(3)Amounts in column (g) for 20132014, 2015 and 2016 include amounts earned during 2014, are as follows:

   2013   2014 
   Time-Based
Restricted
Stock  Awards
($)
   Performance
RSUs
($)^
   Time-Based
Restricted
Stock  Awards
($)
   Performance
RSUs
($)^
 

Terry E. Swift

  $570,843    $1,290,430    $454,608    $952,096  

Alton D. Heckaman, Jr.

  $385,203    $373,625    $306,768    $290,708  

Bruce H. Vincent

  $595,595    $577,693    $474,320    $449,488  

Robert J. Banks

  $385,203    $373,625    $306,768    $290,708  

Steven L. Tomberlin

  $238,238    $231,077    $189,728    $179,795  

^

The disclosed amounts with respect to the Performance RSUs are calculated based on the expected probable (target) outcome grant date fair value computed2015 and 2016, but paid in accordance with FASB ASC Topic 718. The threshold2015, 2016 and maximum amounts, respectively, for each

2017, respectively.

 

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  20152017 Proxy Statement


NEO’s awards are: Mr. Swift — 2013 — $645,215, $2,580,860 — 2014 — $476,048, $1,904,192; Mr. Heckaman — 2013 — $186,813, $747,250 — 2014 — $145,354, $581,416; Mr. Vincent — 2013 — $288,847, $1,555,386 — 2014 — $224,744, $898,976; Mr. Banks — 2013 — $186,813, $747,250 — 2014 — $145,354, $581,416; and Mr. Tomberlin — 2013 — $115,539, $462,154 — 2014 — $89,898, $359,590. See “Compensation Discussion and Analysis — 2014 Executive Compensation Components — Long-Term Equity Incentives” beginning on page 41, “Grants of Plan-Based Awards” on page 48 and “Outstanding Equity Awards at December 31, 2014,” beginning on page 49, for a description of these awards.
(3)Amounts in column (g) for 2012, 2013 and 2014 include amounts earned during 2012, 2013 and 2014, but paid in 2013, 2014 and 2015, respectively. See “Compensation Discussion and Analysis — 2014 Executive Compensation Components — Annual Incentive Cash Bonus” beginning on page 40 for more information.
(4)Includes all other compensation items (column (i)) for each of 2012, 2013,2014, 2015 and 20142016 in addition to that reported in columns (c) through (h):. Perquisites are quantified only where the aggregate perquisites for the Named Executive Officer exceeded $10,000. No NEO had perquisites greater than $10,000 during any of 2014, 2015 or 2016.

 

      Swift   Heckaman   Vincent   Banks   Tomberlin       Swift   Banks   Heckaman   Tomberlin 

Vacation Buyback

   2014    $—      $—      $—      $—      $—       2016   $81,835   $—     $—     $—   
 2013    $—      $—      $—      $—      $—    
 2012    $3,100    $8,376    $9,726    $8,366    $—    
   2015   $—     $—     $—     $—   
   2014   $—     $—     $—     $—   

Savings Plan Contributions*

   2014    $15,600    $15,600    $15,600    $15,600    $15,600     2016   $—     $5,300   $5,300   $—   
 2013    $15,300    $15,300    $15,300    $15,300    $15,300  
 2012    $12,500    $12,500    $12,500    $12,500    $12,500  
   2015   $7,950   $7,950   $7,950   $7,950 
   2014   $15,600   $15,600   $15,600   $15,600 
                      

Life Insurance Premiums**

   2014    $—      $—      $—      $14,395    $2,838     2016   $3,500   $14,395   $—     $1,064 
 2013    $12,243    $7,570    $14,603    $14,395    $2,838  
 2012    $16,324    $10,093    $19,471    $14,395    $1,518  
   2015   $—     $14,395   $—     $2,956 
   2014   $—     $14,395   $—     $2,838 

Tax Reimbursements***

   2014    $894    $—      $316    $1,366    $—       2016   $894   $—     $—     $—   
 2013    $2,164    $661    $482    $2,531    $—    
 2012    $2,797    $4,029    $5,003    $5,450    $896  
               2015   $1,163   $—     $—     $—   

Contributions to Employee Stock Ownership Plan Account****

   2014    $—      $—      $—      $—      $—    
 2013    $1,272    $1,272    $1,272    $1,272    $1,272  
 2012    $1,215    $1,215    $1,215    $1,215    $1,215  
   2014   $894   $1,366   $—     $—   

Perquisites*****

   2014    $—      $—      $—      $—      $—    
 2013    $—      $—      $—      $—      $—    
 2012    $—      $—      $21,273a   $10,740b   $—    
          

Consultant Payments****

   2016   $37,500    —      —      —   
   2015   $—      —      —      —   
   2014   $—      —      —      —   

 

*Company contributions to the Named Executive Officer’s Swift Energy Company Employee Savings Plan account (For 2012 and 2013, 100% in Company common stock;for each NEO. The contribution for 2014 was 50% in Company common stock).stock. The contributions for 2015 and 2016 were 0% in Company common stock.
**Insurance premiums paid by the Company with respect to life insurance for the benefit of the Named Executive Officer.NEO. Mr. Swift’s was aone-time cash payment in lieu of the premium as part of his retirement.
***Amounts paid by the Company to reimburse the Named Executive OfficerNEO for the amount taxed onof certain taxable benefits.
****Company contributions (100%Includes cash payments made to Mr. Swift in Company common stock)2016 pursuant to the Named Executive Officer’s Swift Energy Company Employee Stock Ownership Plan account.
*****Perquisites are quantified only whereconsulting services agreement entered into as part of his retirement from the aggregate perquisites for the Named Executive Officer exceeded $10,000 during 2012. No NEO had perquisites greater than $10,000 during either 2013Company. Mr. Swift’s consulting services agreement is discussed in more detail in “Potential Payments Upon Termination or 2014.
aPerquisites for Mr. VincentChange in 2012 include the following amounts: reserved parking — $260, sporting event and theater tickets — $2,227, tax preparation — $605, estate planning — $8,117, and spousal travel — $10,064.
bPerquisites for Mr. Banks in 2012 include the following amounts: reserved parking — $260, sporting event and theater tickets — $977, and estate planning — $9,503.Control.”

 

20152017 Proxy Statement  LOGO   | 4751


Grants of Plan-Based Awards

The following table sets forth certain information with respect to the equity awards granted during the year ended December 31, 2014,2016, to each Named Executive OfficerNEO listed in the Summary Compensation Table:

 

Name

(a)

 Grant Date
(b)
  

 

Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards

 

 

Estimated Future Payouts
Under Equity Incentive Plan
Awards(1)

 All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)(1)

(i)
  All Other
Option
Awards:
Number of
Securities
Under-
lying
Options
(#)

(j)
  Exercise
or Base
Price of
Option
Awards
($/Sh)
(k)
  Grant Date
Fair Value
of Stock
and
Option
Awards

(l)
  Grant  Date
(b)
  

 

Estimated Possible Payouts
UnderNon-Equity Incentive
Plan Awards(1)

 

 

Estimated Future Payouts
Under Equity Incentive Plan
Awards(2)

 All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)(2)

(i)
  All Other
Option
Awards:
Number  of
Securities
Under-
lying
Options
(#)(2)

(j)
  Exercise
or Base
Price of
Option
Awards
($/Sh)
(k)
  Grant Date
Fair Value
of Stock

and
Option
Awards(3)

(l)
 
 Threshold
($)
(c)
 Target
($)
(d)
 Maximum
($)
(e)
 Threshold
(#)
(f)
 Target
(#)
(g)
 Maximum
(#)
(h)
   Threshold
($)

(c)
 Target
($)

(d)
 Maximum
($)

(e)
 Threshold
(#)

(f)
 Target
(#)

(g)
 Maximum
(#)

(h)
 

Terry E. Swift(4)

  02/17/2014    —      —      —      40,775    81,550    163,100    —      —     $—     $11.68(2)   6/8/2016   —     —     —     —     —     —     49,603   —    $—    $1,153,270 
  02/17/2014    —      —      —      —      —      —      36,900(3)   —     $—     $12.32    6/8/2016   —     —     —     —     —     —     —     39,683  $23.25  $501,527 

Alton D. Heckaman, Jr.

  02/17/2014    —      —      —      12,450    24,900    49,800    —      —     $—     $11.68(2) 
  02/17/2014    —      —      —      —      —      —      24,900(3)   —     $—     $12.32  

Bruce H. Vincent(4)

  02/17/2014    —      —      —      19,250    38,500    77,000    —      —     $—     $11.68(2) 
  02/17/2014    —      —      —      —      —      —      38,500(3)   —     $—     $12.32  

Robert J. Banks

  02/17/2014    —      —      —      12,450    24,900    49,800    —      —     $—     $11.68(2)   6/8/2016   —     —     —     —     —     —     26,455   —    $—    $615,079 
  02/17/2014    —      —      —      —      —      —      24,900(3)   —     $—     $12.32    6/8/2016   —     —     —     —     —     —     —     21,164  $23.25  $267,478 
   —     231,750   463,500   —     —     —     —     —     —     —   

Alton D. Heckaman, Jr.(5)

  6/8/2016   —     —     —     —     —     —     26,455   —    $—    $615,079 
  6/8/2016   —     —     —     —     —     —     —     21,164  $23.25  $267,478 
   —     207,940   415,881   —     —     —     —     —     —     —   

Steven L. Tomberlin(6)

  02/17/2014    —      —      —      7,700    15,400    30,800    —      —     $—     $11.68(2)    —     —     —     —     —     —     —     —     —     —   
  02/17/2014    —      —      —      —      —      —      15,400(3)   —     $—     $12.32  

 

(1)Awards are grantedUnder the Company’s 2016 cash incentive bonus program, payment for threshold performance is indeterminable as it would yield anywhere between $0 and the target payout amount disclosed above for Messrs. Banks and Heckaman. As further discussed in our “Compensation Discussion and Analysis” section of the proxy, the potential target payout as reported in the table above was set at 50% of our NEO’s normal target bonus given that the Company remained in bankruptcy through late April 2016 and the Company had not formalized its annual budget until July 2016. The potential maximum payout under our 2016 cash incentive program was similarly reduced by half for 2016 and was set at 100% of our NEO’s normal target bonus. Mr. Banks’s actual payout under the 2005 Plan2016 cash incentive bonus program was $386,250, due to the Company’s achievement of the operation and financial metrics and his leadership as interim Chief Executive Officer for a portion of 2016. Mr. Heckaman’s actual payout under the 2016 cash incentive bonus program was $0, as he received a separate stay bonus of $300,000 in connection with his extension of employment and retirement in March 2017. Messrs. Swift and Tomberlin had separated from employment prior to December 31, 2016, and were therefore maximum future payouts may be limited bynot eligible to receive any award or payout under the terms of suchCompany’s 2016 cash incentive plan.
(2)Amount shown is a weighted average calculation of the grant date fair value of the two components of the award as follows: TSR ($11.46 x 75%) + ROCE ($12.32 x 25%).
(3)Amount shown reflects number of restricted sharesRSUs and stock options granted to the Named Executive OfficerNEO during 20142016 pursuant to the 20052016 Plan. Restrictions on restricted sharesRSUs and stock options lapse as to allone-third of such shares each year beginning on the thirdfirst anniversary of the grant date.
(3)Reflects the full aggregate grant date fair value computed in accordance with FASB ASC Topic 718, determined without regard to forfeitures, as required by SEC rules, and does not reflect the actual value that may be recognized by each NEO. See footnote (1) to the “Summary Compensation Table” included in this proxy statement for more information.
(4)SeeAs further discussed in “Potential Payments Upon Termination or Change of Control” on page 52 for the treatmentin Control,” vesting of Mr. Vincent’sSwift’s equity awards accelerated upon his retirement.retirement on October 7, 2016.
(5)As further discussed in “Potential Payments Upon Termination or Change in Control,” vesting of Mr. Heckaman’s equity awards accelerated on November 15, 2016, in conjunction with his retirement, amendment to his employment agreement and extension of service to the Company until March 20, 2017.
(6)Mr. Tomberlin did not receive any equity awards in 2016 due to his resignation on May 12, 2016.

 

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  20152017 Proxy Statement


Outstanding Equity Awards at December 31, 20142016

The following table includes certain information about stock options and restricted stock units outstanding at December 31, 2014,2016, for each Named Executive OfficerNEO listed in the Summary Compensation Table:

 

  Option Awards  Stock Awards 

Name and Grant Date
(a)

 Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
(b)
  Number of
Securities
Underlying
Unexercised
Options

(#)
Unexercisable
(c)
  Equity
Incentive Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)

(d)
  Option
Exercise
Price
($)

(e)
  Option
Expiration
Date

(f)
  Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)

(g)
  Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(1)

(h)
  Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
(#)

(i)
  Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
($)(2)

(j)
 

Terry E. Swift

Stock Options

         

02/07/2006

  25,400    —      —     $44.24    02/08/2016    —      —      —      —    

02/06/2007

  34,100    —      —     $43.48    02/06/2017    —      —      —      —    

02/11/2008

  37,800    —      —     $43.21    02/11/2018    —      —      —      —    

02/10/2009

  27,902    —      —     $14.66    02/10/2019    —      —      —      —    

02/08/2010

  43,334    —      —     $24.52    02/08/2020    —      —      —      —    

02/09/2011

  66,000    —      —     $42.61    02/09/2021    —      —      —      —    

03/21/2011

  19,555    —      —     $41.83    02/10/2019    —      —      —      —    

03/21/2011

  12,700    —      —     $41.83    02/08/2020    —      —      —      —    

02/13/2012

  50,000    25,000(3)   —     $32.63    02/13/2022    —      —      —      —    

Restricted Stock

         

02/13/2012

  —      —      —      —      —      17,367(4)  $70,336    —      —    

02/12/2013

  —      —      —      —      —      36,900(5)  $149,445    43,000(6)  $174,150  

02/17/2014

  —      —      —      —      —      36,900(5)  $149,445    40,775(6)  $165,139  

Alton D. Heckaman, Jr.

Stock Options

                                    

02/07/2006

  11,100    —      —     $44.24    02/08/2016    —      —      —      —    

02/06/2007

  14,300    —      —     $43.48    02/06/2017    —      —      —      —    

02/11/2008

  17,100    —      —     $43.21    02/11/2018    —      —      —      —    

02/10/2009

  19,867    —      —     $14.66    02/10/2019    —      —      —      —    

02/08/2010

  28,300    —      —     $24.52    02/08/2020    —      —      —      —    

12/03/2010

  3,626    —      —     $40.15    02/01/2019    —      —      —      —    

02/09/2011

  25,500    —      —     $42.61    02/09/2021    —      —      —      —    

02/13/2012

  22,933    11,467(3)   —     $32.63    02/13/2022    —      —      —      —    

Restricted Stock

         

02/13/2012

  —      —      —      —      —      7,967(4)  $32,266    —      —    

02/12/2013

  —      —      —      —      —      24,900(5)  $100,845    12,450(6)  $50,423  

02/17/2014

  —      —      —      —      —      24,900(5)  $100,845    12,450(6)  $50,423  

Bruce H. Vincent(7)

Stock Options

                                    

02/07/2006

  16,700    —      —     $44.24    02/08/2016    —      —      —      —    

02/06/2007

  21,100    —      —     $43.48    02/06/2017    —      —      —      —    

02/11/2008

  25,600    —      —     $43.21    02/11/2018    —      —      —      —    

02/10/2009

  52,400    —      —     $14.66    02/10/2019    —      —      —      —    

02/08/2010

  41,000    —      —     $24.52    02/08/2020    —      —      —      —    

02/09/2011

  47,500    —      —     $42.61    02/09/2021    —      —      —      —    

02/13/2012

  42,000    21,000(3)   —     $32.63    02/13/2022    —      —      —      —    

Restricted Stock

         

02/13/2012

  —      —      —      —      —      14,567(4)  $58,996    —      —    

02/12/2013

  —      —      —      —      —      38,500(5)  $155,925    19,250(6)  $77,963  

02/17/2014

  —      —      —      —      —      38,500(5)  $155,925    19,250(6)  $77,963  

Robert J. Banks

Stock Options

                                    

02/07/2006

  4,500    —      —     $44.24    02/08/2016    —      —      —      —    

02/06/2007

  11,500    —      —     $43.48    02/06/2017    —      —      —      —    

02/11/2008

  13,700    —      —     $43.21    02/11/2018    —      —      —      —    

02/10/2009

  25,000    —      —     $14.66    02/10/2019    —      —      —      —    

02/08/2010

  28,300    —      —     $24.52    02/08/2020    —      —      —      —    

02/09/2011

  29,000    —      —     $42.61    02/09/2021    —      —      —      —    

02/13/2012

  25,600    12,800(3)   —     $32.63    02/13/2022    —      —      —      —    

2015 Proxy StatementLOGO   | 49


  Option Awards  Stock Awards 

Name and Grant Date
(a)

 Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
(b)
  Number of
Securities
Underlying
Unexercised
Options

(#)
Unexercisable
(c)
  Equity
Incentive Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)

(d)
  Option
Exercise
Price
($)

(e)
  Option
Expiration
Date

(f)
  Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)

(g)
  Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(1)

(h)
  Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
(#)

(i)
  Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
($)(2)

(j)
 

Restricted Stock

         

02/13/2012

  —      —      —      —      —      8,900(4)  $36,045    —      —    

02/12/2013

  —      —      —      —      —      24,900(5)  $100,845    12,450(6)  $50,423  

02/17/2014

  —      —      —      —      —      24,900(5)  $100,845    12,450(6)  $50,423  

Steven L. Tomberlin

Stock Options

                                    

02/08/2010

  14,200    —      —     $24.52    02/08/2020    —      —      —      —    

02/09/2011

  11,300    —      —     $42.61    02/09/2021    —      —      —      —    

02/13/2012

  11,533    5,767(3)   —     $32.63    02/13/2022    —      —      —      —    

Restricted Stock

         

02/13/2012

  —      —      —      —      —      4,000(4)  $16,200    —      —    

02/12/2013

  —      —      —      —      —      15,400(5)  $62,370    7,700(6)  $15,400  

02/17/2014

  —      —      —      —      —      15,400(5)  $62,370    7,700(6)  $15,400  
  Option Awards  Stock Awards 

Name and Grant Date
(a)

 Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
(b)
  Number of
Securities
Underlying
Unexercised
Options

(#)
Unexercisable
(c)
  Equity
Incentive Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)

(d)
  Option
Exercise
Price
($)

(e)
  Option
Expiration
Date

(f)
  Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)

(g)
  Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(1)

(h)
  Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
(#)

(i)
  Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
($)

(j)
 

Terry E. Swift(2)

Stock Options

         

6/8/2016

  39,683   —     —    $23.25   4/22/2019                 

Robert J. Banks

Stock Options

         

6/8/2016

  —     21,164(3)   —    $23.25   6/8/2021     

Restricted Stock Units

         

6/8/2016

                      26,455(4)  $891,534   —     —   

Alton D. Heckaman, Jr. (5)

Stock Options

         

6/8/2016

  21,164   —     —    $23.25   4/22/2019     

Steven L. Tomberlin(6)

         

 

(1)Amount reflects the aggregate market value of unvested restricted sharesstock units at December 31, 2014,2016, which equals the number of unvested restricted sharesstock units in column (g) multiplied by the closing price of the Company’s common stock at December 31, 20142016 ($4.05)33.70).
(2)AmountUnder applicable SEC rules, the table above reflects the aggregate market valueoutstanding awards as of unvested equity incentive plan awards at December 31, 2014,2016. Please see “Potential Payments Upon Termination or Change in Control” for further information on the specific treatment of Mr. Swift’s equity awards which equals the number of unvested equity incentive plan awards in column (g) multiplied by the closing price of the Company’s common stock at December 31, 2014 ($4.05).took place upon his retirement.
(3)Stock options become exercisable in three equal installments each year beginning on the first anniversary of the grant date.
(4)Restrictions on these restricted sharesstock units lapse as toone-third of such shares each year beginning on the first anniversary of the grant date.
(5)Restrictions on these restricted shares lapse as to all of such shares on the third anniversary of the grant date.
(6)The Performance RSUs are weighted 75% toward achievement of a certain 3-year TSR and 25% toward achievement of a certain 3-year ROCE. The disclosed amounts are based on achieving threshold performance goals. See “Compensation Discussion and Analysis — 2014 Executive Compensation Components — Long-Term Equity Incentives” beginning on page 41 and “Grants of Plan-Based Awards” on page 48 for more information on these awards.
(7)Under applicable SEC rules, the table above reflects outstanding awards as of December 31, 2014.2016. Please see “Potential Payments Upon Termination or Change ofin Control” on page 52 for further information on the specific treatment of Mr. Vincent’sHeckaman’s equity awards which took place uponwith his retirement.
(6)Mr. Tomberlin did not receive any equity awards in 2016 due to his resignation on May 12, 2016; accordingly, there are no outstanding equity awards held by Mr. Tomberlin on December 31, 2016.

 

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2017 Proxy Statement
  2015 Proxy StatementLOGO   | 53


Option Exercises and Stock Vested

The following table includes information regarding stock options exercised and restricted stock vested for the Named Executive OfficersNEOs listed in the Summary Compensation Table during the fiscal year ended December 31, 2014:2016:

 

  Option Awards   Stock Awards   Option Awards   Stock Awards 

Name

(a)

  Number of
Shares
Acquired on
Exercise
(#)

(b)
   Value Realized
on Exercise
($)

(c)
   Number of
Shares
Acquired on
Vesting
(#)

(d)
   Value Realized
on Vesting
($)(1)

(e)
   Number of
Shares
Acquired on
Exercise
(#)

(b)
   Value Realized
on Exercise
($)

(c)
   Number of
Shares
Acquired on
Vesting
(#)

(d)
   Value
Realized on
Vesting
($)(1)

(e)
 

Terry E. Swift

           —      $        —       32,634    $392,585             —     $        —      49,603   $1,512,892 

Robert J. Banks

   —     $—      —     $—   

Alton D. Heckaman, Jr.

   —      $—       13,867    $167,183     —     $—      26,455   $767,195 

Bruce H. Vincent

   —      $—       25,567    $308,165  

Robert J. Banks

   —      $—       15,600    $188,038  

Steven L. Tomberlin

   —      $—       6,634    $80,098     —     $—      —     $—   

 

(1)Amount reflects value realized by multiplying the number of shares of restricted stock vestingunits that vested by the market value on the vesting date. The market value on Mr. Swift’s vest date (October 7, 2016) was $30.50. The market value on Mr. Heckaman’s vest date (November 15, 2016) was $29.00.

 

2015 Proxy Statement

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  LOGO   | 512017 Proxy Statement


Potential Payments Upon Termination or Change in Control

The table below and the discussion that follows reflect the amount of compensation payable, or paid, to each Named Executive OfficerNEO upon termination from the Company under several scenarios assuming such termination was effective December 31, 2014.2016, or on the date of retirement for Messrs. Swift and Heckaman. The actual amounts to be paid out can only be determined at the time of such executive’s separation from the Company which was the case withfor each of Mr. VincentSwift, Mr. Heckaman and Mr. Tomberlin (see footnote 4footnotes (3), (6) and (7), respectively, of the table below). and as previously discussed in the “Compensation Discussion and Analysis” of this proxy statement.

Each Named Executive OfficerNEO other than Mr. Tomberlin has (or had prior to retirement) an employment agreement.agreement that was renegotiated in conjunction with the Company’s emergence from bankruptcy and effective April 22, 2016. These employment agreements have (or had) a three (3) year initial term and following those three years automatically extend for one year on each anniversary of the agreement. Certain provisions of Mr. Heckaman’s employment agreement were amended in November 2016 in conjunction with his retirement and extension of employment until March 2017. However, each officer with an employment agreement serves, or served, at the pleasure of the Board as the agreements allow for termination at any time with, in general, sixty days’ written notice. We also adopted the Swift Energy Company Change of Control Severance Plan (the “Change of Control Severance Plan”) in November 2008, under which all employees (including officers) are participants. It is a double-trigger plan and benefits are only payable if there is both a Change of Control and a qualified employment termination. Each Named Executive Officer’s employment agreement enhances certain payment amounts and other benefits provided in the Change of Control Severance Plan, which amounts were determined based on the Compensation Committee’s study of peer programs of this nature.

 

         Equity Acceleration    
   Cash
Payments
  Benefit
Cost(1)
  Stock
Options(2)
  Restricted
Stock(2)
  Restricted
Stock
Units
  Total 

Terry E. Swift

       

Death

  $2,854,926   $17,099   $    —     $369,226   $678,578   $2,919,829  

Disability

  $2,854,926   $59,072   $—     $369,226   $678,578   $3,691,802  

Change of Control

  $2,854,926   $37,423   $—     $369,226   $678,578   $2,940,153  

Senior Officer Tenure(3)

  $1,903,284   $41,973   $—     $369,226   $—  (5)  $2,314,483  

Termination by Employee Without Good Reason

  $951,642   $24,874   $—     $—     $—     $976,516  

Termination by Employee for Good Reason or by the Company Without Cause

  $2,854,926   $59,072   $—     $369,226   $—  (5)  $3,283,225  

Alton D. Heckaman, Jr.

       

Death

  $1,991,922   $17,099   $—     $233,956   $201,690   $2,444,668  

Disability

  $1,991,922   $52,841   $—     $233,956   $201,690   $2,480,410  

Change of Control

  $1,991,922   $31,192   $—     $233,956   $201,690   $2,458,761  

Senior Officer Tenure(3)

  $1,327,948   $35,742   $—     $233,956   $—  (5)  $1,597,646  

Termination by Employee Without Good Reason

  $663,974   $18,643   $—     $—     $—     $682,617  

Termination by Employee for Good Reason or by the Company Without Cause

  $1,991,922   $52,841   $—     $233,956   $—  (5)  $2,278,720  
       

Bruce H. Vincent(4)

       

Robert J. Banks

       

Death

  $1,657,953   $22,350   $—     $237,735   $201,690   $2,119,728  

Disability

  $1,657,953   $59,096   $—     $237,735   $201,690   $2,156,473  

Change of Control

  $1,657,953   $40,745   $—     $237,735   $201,690   $2,138,123  

Senior Officer Tenure(3)

  $994,772   $36,745   $—     $237,735   $—  (5)  $1,269,252  

Termination by Employee Without Good Reason

  $—     $—     $—     $—     $—     $—    

Termination by Employee for Good Reason or by the Company Without Cause

  $1,657,953   $59,096   $—     $237,735   $—  (5)  $1,954,783  
       

Steven L. Tomberlin

       

Death

  $—     $—     $—  (6)  $—  (6)  $124,740   $124,740  

Disability

  $—     $—     $—  (6)  $—  (6)  $124,740   $124,740  

Change of Control

  $923,062   $24,306   $—     $—     $124,740   $1,072,108  

Senior Officer Tenure(7)

  $—     $—     $—     $—     $—     $—    

Termination by Employee Without Good Reason(7)

  $—     $—     $—     $—     $—     $—    

Termination by Employee for Good Reason or by the Company Without Cause

  $—  (7)  $—  (7)  $—  (7)  $—  (7)  $—  (5)  $—    
           Equity Acceleration     
   Cash
Payments
   Benefit
Cost(1)
   Stock
Options(2)
   Restricted
Stock
   Restricted
Stock
Units(2)
   Total 

Terry E. Swift(3)

            

Robert J. Banks

            

Death

  $—     $25,953   $221,164   $—     $891,534   $1,138,650 

Disability

  $—     $25,953   $221,164   $—     $891,534   $1,138,650 

Change in Control(4) (5)

  $2,709,433   $25,953   $221,164   $—     $891,534   $3,353,151 

Termination by Employee Without Good Reason

  $257,500   $—     $—     $—     $—     $257,500 

Termination by Employee for Good Reason or by the Company Without Cause or due to Nonrenewal of the Agreement

  $1,107,250   $25,953   $221,164   $—     $891,534   $2,245,901 

Alton D. Heckaman, Jr.(6)

            

Death

  $—     $21,900   $—     $—     $—     $21,900 

Disability

  $—     $21,900   $—     $—     $—     $21,900 

Change in Control(5)

  $1,986,987   $21,900   $—     $—     $—     $2,008,887 

Termination by Employee Without Good Reason

  $231,045   $—     $—     $—     $—     $231,045 

Termination by Employee for Good Reason or by the Company Without Cause or due to Nonrenewal of the Agreement

  $993,494   $21,900   $—     $—     $—     $1,015,393 

Steven L. Tomberlin(7)

            

 

(1)Includes payment of health and dental insurance continuation as provided in employment agreement and the Change of Control Severance Plan.agreement.

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2015 Proxy Statement


(2)Includes value of option spread and full-value awards upon accelerated vesting of equity grants at $4.05$33.70 per share (closing price on December 31, 2014)2016).
(3)Termination by employee upon achieving “Senior Officer Tenure,” which requires that the 1-year anniversary of the Named Executive Officer’s employment agreement has occurred, the Named Executive Officer has reached the age of 55 years or older, and the Named Executive Officer has been employed by the Company for a minimum of ten years. The Named Executive Officer must meet the conditions for Senior Officer Tenure and provide at least six months’ written notice to the Company of his intention to terminate his employment.As previously disclosed, Mr. Vincent met the conditions for Senior Officer Tenure when heSwift retired from the Company effective February 15, 2015, andOctober 7, 2016, pursuant to the terms of Mr. Vincent’s retirement are more fully described in footnote 4 below.
(4)As previously disclosed, Mr. Vincent retired from the Company effective February 15, 2015,Third Amended and entered into a retirement agreement (which principally reflects the terms of Mr. Vincent’s employment agreement dated November 4, 2008, aRestated Employment Agreement (a form of which has been in place since November 1995). between Mr. Swift and the Company effective April 22, 2016, in conjunction with the Company’s emergence from bankruptcy. Mr. Swift also entered into a six month consulting services agreement to assist in the transition of new executive management and certain Company matters as part of his separation under which he was compensated $12,500 per month until March 15, 2017. Pursuant to thishis retirement under the employment agreement, Mr. VincentSwift is entitled to receive the following summarized benefits and consideration: (i) receive $3,363,969.64$1,886,023.83 (plus interest pursuant to the employment agreement) to be paid via 24 semi-monthly payments over a period beginning May 15, 2017 and ending November 15, 2017;April 30, 2018; (ii) retain, under their original terms, all outstanding equity awards granted duringupon the Company’s emergence from bankruptcy lapsed on his tenure atdate of separation, October 7, 2016, as further reported in the Company;previous compensation tables, and Mr. Swift retained the ability to exercise the options granted in 2016 until April 22, 2019; (iii) continuea cash payment of $3,500 was made on October 7, 2016, in lieu of any obligation by the Company to be eligibleprovide life insurance under the employment agreement; and (iv) continued eligibility to participate in the Company’s health insurance plans through April 2018 andOctober 2017 at the Company’s life insurance program through April 2017. The retirementexpense. Mr. Swift’s employment agreement executed with Mr. Vincent also contains the customary, confidentiality, non-competition andnon-solicitation covenants, along with mutual releases andnon-disparagement covenants. For more information onabout Mr. Vincent’sSwift’s retirement, benefits, please refer to our previous disclosure in our Form8-K (FileNo. 001-08754), filed with the SEC on January 14, 2015,August 9, 2016, and/or find a full copy of Mr. Vincent’s retirementSwift’s employment agreement as Exhibit 10.2110.5 to the Company’s Form 10-K8-K (FileNo. 001-08754), filed April 28, 2016.

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(4)Amount includes agross-up reimbursement payment of $494,932 for amounts that would be owed in taxes pursuant to Section 4999 of the year ended December 31, 2014.Internal Revenue Code.
(5)PursuantA Change in Control payment is triggered only upon a qualifying termination of employment that occurs in the six months prior to or the 12 months following the Change of Control.
(6)Amounts included in the table above for Mr. Heckaman are for illustrative purposes only as required by the SEC. As further discussed in the “Compensation Discussion and Analysis” section of this proxy, Mr. Heckaman retired from the Company on March 20, 2017, pursuant to the terms of the awardThird Amended and Restated Employment Agreement, as amended, (a form of which has been in place since November 1995) between Mr. Heckaman and the Company effective April 22, 2016, in conjunction with the Company’s emergence from bankruptcy. Mr. Heckaman also entered into a six month consulting services agreement to assist in the Performance RSUs wouldtransition of new executive management and certain Company matters as part of his separation under which he will be compensated $11,000 per month for six months. Pursuant to his retirement under the employment agreement and amendment, Mr. Heckaman is entitled to receive the following summarized benefits and consideration: (i) 994,039.70 (plus interest pursuant to the employment agreement) over a period following his last day of employment, with a lump sum payment of $530,000 made on his last day of employment in March 2017, and the rest to be paid in semi-monthly payments of approximately $166,000 starting October 15, 2017; (ii) all his outstanding equity awards granted upon the Company’s emergence from bankruptcy lapsed on November 15, 2016; (iii) a pro rata basis based$300,000 stay bonus was made on lengthhis last day of service. Performance will be measuredemployment in March 2017, pursuant to the amendment to his employment agreement and his continuance as Swift Energy’s Executive Vice President and Chief Financial Officer through March 2017; (iv) a cash payment of $3,500 was made on his last day of employment, in lieu of any obligation by the Company to provide life insurance under the employment agreement; and (v) continued eligibility to participate in the Company’s health insurance plans for 12 months after his retirement date at the endCompany’s expense. A full copy of Mr. Heckaman’s employment agreement can be found as Exhibit 10.7 to the original 3-year performance period. As such, itCompany’s Form8-K (FileNo. 001-08754), filed with the SEC on April 28, 2016, along with the amendment to the employment agreement included within our Form8-K (FileNo. 001-08754), filed November 16, 2016. More information about Mr. Heckaman’s retirement is impossible to determinealso included in our Form8-K (FileNo. 001-08754), filed with the payout at December 31, 2014, butSEC on August 9, 2016, and Form8-K (FileNo. 001-08754), filed with the value of such awards, basedSEC on achieving target performance at $4.05 per share (the closing price on December 31, 2014), if the performance period ended on December 31, 2014, would be: Mr. Swift — $678,578; Mr. Heckaman — $201,690; Mr. Banks — $201,690; and Mr. Tomberlin — $124,740.
(6)The provisions of the 2005 Plan apply to Mr. Tomberlin who does not have an employment agreement.March 21, 2017 (FileNo. 001-08754).
(7)These provisions do not applyAs previously disclosed, Mr. Tomberlin resigned from Swift Energy effective May 12, 2016. No payments were made to Mr. Tomberlin who does not have an employment agreement.in connection with his resignation.

Computation of Payments

Under the employment agreements (except forexecuted as part of the Company’s emergence from bankruptcy on April 22, 2016 (and any amendments to such employment agreement, as in the case of Mr. Tomberlin who does not have an employment agreement) executed November 4, 2008,Heckaman), the Performance RSU and stock option agreements, and the Company’s compensation plans, and the Company’s Change of Control Severance Plan, in the event of termination of employment of a Named Executive Officer,an NEO, that Named Executive OfficerNEO would receive the payments, accelerations and benefits described below. All of our employment agreements and compensation arrangements have been prepared to comply with Section 409A of the Internal Revenue Code, principally by deferring amounts payable upon termination, as applicable, for at least six months. The formulations of payments below are as of December 31, 2014,2016, and therefore do not reflect Mr. Vincent’sHeckaman’s retirement, agreement, effective February 15, 2015.March 20, 2017. Messrs. Swift and Tomberlin are not included in the below formulations of payments as they had already separated from employment prior to December 31, 2016. In each scenario, “Annual Compensation”“Base Salary” is the Named Executive Officer’sNEO’s annual base salary plusin effect immediately prior to the highest of his annual cash bonuses paid in the prior 36 months:termination date.

Death

Messrs. T. Swift, Vincent and Heckaman

Cash Payment of 3 x Annual Compensation

Acceleration of vesting of restricted stock

Acceleration of vesting and exercisability of all stock options

Acceleration of vesting of Performance RSUs at the target level

Health Insurance for dependents for 12 months

Mr. Banks

Cash Payment of 2.5 x Annual Compensation

Acceleration of vesting of restricted stock

Acceleration of vesting and exercisability of all stock options

Acceleration of vesting of Performance RSUs at the target level

Health Insurance for dependents for 12 months

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Mr. Tomberlin

Acceleration of vesting of Performance RSUs at the target level

Disability

Messrs. T. Swift, Vincent and Heckaman

Cash Payment of 3 x Annual Compensation

Acceleration of vesting of restricted stock

Acceleration of vesting and exercisability of all stock options

Acceleration of vesting of Performance RSUs at the target level

Health Insurance for 30 months

Life Insurance for 12 months

Mr. Banks

Cash Payment of 2.5 x Annual Compensation

Acceleration of vesting of restricted stock

Acceleration of vesting and exercisability of all stock options

Acceleration of vesting of Performance RSUs at the target level

Health Insurance for 24 months

Life Insurance for 12 months

Mr. Tomberlin

Acceleration of vesting of Performance RSUs at the target level

By Employee for Good Reason or by Company Without Cause

Messrs. T. Swift, Vincent and Heckaman

Cash Payment of 3 x Annual Compensation

Acceleration of vesting of restricted stock

Acceleration of vesting and exercisability of all stock options

Performance RSUs prorated as to length of service provided during the performance period and payment levels not determinable and/or payable until performance period ends

Health Insurance for 30 months

Life Insurance for 12 months

Mr. Banks

Cash Payment of 2.5 x Annual Compensation

Acceleration of vesting of restricted stock

Acceleration of vesting and exercisability of all stock options

Performance RSUs prorated as to length of service provided during the performance period and payment levels not determinable and/or payable until performance period ends

Health Insurance for 24 months

Life Insurance for 12 months

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Mr. Tomberlin

Performance RSUs prorated as to length of service provided during the performance period and payment levels not determinable and/or payable until performance period ends

Change of Control

Messrs. T. Swift, Vincent and Heckaman

Cash Payment of 3 x Annual Compensation

Reimbursement for amounts due pursuant to Section 4999 of the Internal Revenue Code

Acceleration of vesting of restricted stock

Acceleration of vesting and exercisability of all stock options

Acceleration of vesting of Performance RSUs at the target level

Health Insurance for 12 months

Life Insurance for 12 months

Outplacement services up to $4,000

Mr. Banks

Cash Payment of 2.5 x Annual Compensation

Reimbursement for amounts due pursuant to Section 4999 of the Internal Revenue Code

Acceleration of vesting of restricted stock

Acceleration of vesting and exercisability of all stock options

Acceleration of vesting of Performance RSUs at the target level

Health Insurance for 12 months

Life Insurance for 12 months

Outplacement services up to $4,000

Mr. Tomberlin

Cash Payment of 2 x Annual Compensation

Reimbursement for amounts due pursuant to Section 4999 of the Internal Revenue Code

Acceleration of vesting of Performance RSUs at the target level

Health Insurance for 12 months

Outplacement services up to $4,000

 

Termination by Employee Upon 60 Days’ Notice Without Good Reason

  Messrs. T. Swift, VincentBanks and Heckaman

 

Cash Paymentpayment of 10.5 x Annual CompensationBase Salary

 

Acceleration of vesting of stock options (exercisability dates remainExcept for certain circumstances, the same)

Health Insurance for 6cash payment to be paid in a lump sum six months

Life Insurance for 12 months and 15 days following Employee’s Termination Date (“Employee’s 409A Date”).

 

TerminationBy Employee for Good Reason or by Employee Upon Achieving Senior Officer Tenure, which requires reachingCompany Without Cause or due to Nonrenewal of the ageAgreement

Messrs. Banks and Heckaman

Cash payment of 55, being employed by1.25 x Base Salary and 1 x Target Bonus

Except for certain circumstances, 16.66% of the Company for at least ten years and providingcash payment to be paid in a lump sum on Employee’s 409A Date with six months’ advance noticemonths of interest. The remaining portion of the cash payment to be paid over a 12 month period, commencing after the Employee’s 409A Date.

Immediate acceleration of vesting of restricted stock units

 

2015

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Immediate acceleration of vesting and exercisability of all stock options

Such options will remain exercisable until the expiration of each award’s original terms.

Health Insurance paid by Company for 12 months

Death

  Messrs. T. Swift, VincentBanks and Heckaman

Immediate acceleration of vesting of restricted stock units

Immediate acceleration of vesting and exercisability of all stock options

Such options will remain exercisable until the expiration of each award’s original terms.

Health Insurance paid by Company for dependents for 12 months

Disability

Messrs. Banks and Heckaman

Immediate acceleration of vesting of restricted stock units

Immediate acceleration of vesting and exercisability of all stock options

Such options will remain exercisable until the expiration of each award’s original terms.

Health Insurance paid by Company for 12 months

Change in Control

Messrs. Banks and Heckaman

 

Cash Paymentpayment of 2.5 x Base Salary and 2 x Annual CompensationTarget Bonus

 

AccelerationExcept for certain circumstances, 16.66% of vestingthe cash payment to be paid in a lump sum on Employee’s 409A Date with six months of stock options (exercisability dates remaininterest. The remaining portion of the same)cash payment to be paid over a 12 month period, commencing after the Employee’s 409A Date.

 

AccelerationImmediate acceleration of vesting of restricted stock subject to meeting certain service requirementsunits

 

Performance RSUs prorated as to lengthImmediate acceleration of service provided duringvesting and exercisability of all stock options

Such options will remain exercisable until the performance period and payment levels not determinable and/or payable until performance period endsexpiration of each award’s original terms.

 

Health Insurance for 18 months

Life Insurance for 12 months

Mr. Banks

Cash Payment of 1.5 x Annual Compensation

Acceleration of vesting of stock options (exercisability dates remain the same)

Acceleration of vesting of restricted stock, subject to meeting certain service requirements

Performance RSUs prorated as to length of service provided during the performance period and payment levels not determinable and/or payable until performance period ends

Health Insurance for 12 months

Life Insurancepaid by Company for 12 months

Conditions and Covenants

Each Named Executive OfficerNEO must also observe a noncompete provision in his employment agreement (except for Mr. Tomberlin who doesdid not have an employment agreement). Based on the terms of the employment agreements, the covenant not to compete provision would be effective for a maximum of three yearsone year following the termination of a Named Executive Officer.an NEO.

A Named Executive OfficerAn NEO will not receive compensation under his employment agreement if the Company terminates the Named Executive Officer for Cause. Cause is generally defined in the employment agreement as commission of fraud against the Company, willful refusal, without proper legal cause, to faithfully and diligently perform the Named Executive Officer’sNEO’s duties as directed, or breach of the confidentiality ornon-competeprovision of the employment agreement.agreement, conviction of or pleading guilty or nolo contendere to a felony, willful misconduct or gross negligence in the performance of duties, or willful misconduct or gross negligence resulting in the NEO’s material breach and violation of the Company’s written policies pertaining to sexual harassment, discrimination and insider trading.

 

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PROPOSAL 35 — ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

In accordance with Section 14A of the Exchange Act, which was implemented by Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, referred to herein as the Dodd-Frank Act, the Board is required to provide Swift Energy shareholders are entitled towith a nonbinding advisory vote on an annual advisory proposal to approve the compensation of Swift Energy’s Named Executive Officers, as defined in our Compensation Discussion and Analysisreported in this proxy statement. This advisory vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and the policies and practices described in this proxy statement. Shareholders are being asked to vote on the following resolution:

“RESOLVED, that the shareholders of Swift Energy Company approve, on an advisory basis, the compensation of Swift Energy Company’s Named Executive Officers, as described in the Compensation Discussion and Analysis, the compensation tables and accompanying narrative disclosures of this proxy statement.”

As disclosed in our Compensation Discussion and Analysis, we have designed our2016 was a year of reorganization and transition for Swift Energy. Our executive compensation program in 2016 was designed to see Swift Energy and all of our stakeholders through a successful reorganization and emergence from bankruptcy, retain and continue to motivate our executives to deliver the business results and value to ourall shareholders, reward performance (including a successful reorganization), and align our executives’ interests with the long-term interests of our other shareholders by tying the largestensuring a significant portion of executivetheir compensation upon emergence from bankruptcy was the post-emergence Swift Energy equity. Further, 2016 was a unique year with the succession of three of our four NEOs for the year, including the retirement of Mr. Swift and the anticipated retirement of Mr. Heckaman, which occurred in March 2017. Because it was an unprecedented year, Swift Energy’s pay practices during 2016 were specific to Company performance. Specifically:2016 only and tied to our successful reorganization and emergence from bankruptcy during the year. Discussed further in our Compensation Discussion and Analysis, our Board of Directors and Compensation Committee have determined it is in the best interests of Swift Energy and our shareholders to return to a more traditional compensation program in 2017.

The following actions were taken during fiscal year 2016 with respect to the compensation of Swift Energy’s Named Executive Officers:

 

Our Chief Executives Officer’s annualAs part of the Plan of Reorganization and as a management incentive compensation is 100% tiedtool designed to operating and financial metrics, including stock price; and 70% of his long-term equity incentives are also tied to performance metrics, including relative total shareholder return;

For 2014, our Chief Executive Officer’s and Chief Financial Officer’s annual cash bonuses were reduced to zero, and twoalign the interests of our other Named Executive Officers received $40,000 cash bonuses; thus, as a group,executives with Swift Energy shareholders, our Named Executive Officers received total 2014 cash bonuses of $80,000,were granted long-term equity incentives effective upon emergence in accordance with no increases in base salaries for either 2014 or 2015;the newly-adopted Swift Energy Company 2016 Equity Incentive Plan, with a grant date value which corresponded to 70% time-based restricted stock units and 30% time-based stock options;

 

The CompanyWe performed at 129% of the target level for the 2016 annual cash bonus incentive plan tied to the following metrics: Sales Volume, EBITDA, LOE, Liquidity and HS&E TRIR. Mr. Banks was the sole Named Executive Officer to receive a cash bonus under this program for 2016 due to the retirements of Messrs. Swift and Heckaman and resignation of Mr. Tomberlin;

Swift Energy has historically has had limited perquisites for officers and, for 20132014, 2015 and 2014,2016, each Named Executive Officer has had perquisites below the threshold of disclosure ($10,000);

An anti-hedging policy has been in place for nearly a decade; and

 

The Company has stock ownership guidelines forSwift Energy is committed to continuing to align the interests of our Named Executive Officers.Officers with the interests of our shareholders; most recently, equity ownership requirements have been implemented for certain individuals expected to be named executive officers in 2017.

In addition to implementing the foregoing, our Compensation Committee has adjusted payouts prudently in response to developing industry conditions as exemplified by the above.above and the fact that no Named Executive Officer had a base salary increase since 2013 until Mr. Bank’s base salary increase, in line with peer market data, following the successful restructuring in April 2016. We believe that the Compensation Committee should retain discretion to make final compensation decisions that align with shareholder interests, which discretion has historically been exercised wisely.

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We are asking for shareholder approval of the compensation of our Named Executive Officers as disclosed in this proxy statement, in accordance with SEC rules, which includes the disclosures under “Executive Compensation —the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative discussions following the compensation tables.disclosures.

Because this vote is advisory, it will not be binding and the Compensation Committee of the Board of Directors ultimately has the responsibility for determining executive compensation. However, the Compensation Committee values the opinions of the Company’sour shareholders and will consider the outcome of the advisory vote when making future decisions and recommendations about executive compensation. No determination has been made as to what action the Board of Directors may take if shareholders do not approve our executives’ compensation, but the Compensation Committee will consider voting results and how they should be addressed.

A majority of the votes cast is required to approve this advisory Proposal 3.5. Brokers do not have discretion to vote on this proposal without your instruction. If you do not instruct your broker how to vote on this proposal, your broker will deliver anon-vote.

 

The Board of Directors unanimously recommends that shareholders vote “FOR” approving the compensation of Swift Energy’s Named Executive Officers as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC.statement.

 

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PROPOSAL 46RATIFICATIONADVISORY VOTE ON THE FREQUENCY OF SELECTION OF ERNST & YOUNG LLP AS SWIFT ENERGY COMPANY’S INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

As described in Proposal 5 above, Section 14A of the Exchange Act affords shareholders an advisory vote to approve the compensation of Swift Energy’s Named Executive Officers, also referred to as a“say-on-pay vote.” Section 14A of the Exchange Act further provides that shareholders be afforded a nonbinding advisory vote on the frequency of futuresay-on-pay votes. The Audit Committeeadvisory vote on the frequency of futuresay-on-pay votes is a nonbinding vote as to how often future advisory votes on the compensation of Swift Energy’s Named Executive Officers should occur: every year, every two years or every three years. In addition, shareholders may abstain from voting on this Proposal 6. Section 14A of the Exchange Act requires Swift Energy to hold the advisory vote on the frequency of futuresay-on-pay votes at least once every six years. A plurality of the votes cast by the holders of shares entitled to vote at the meeting will determine the shareholders’ preference for the frequency of the advisory vote on executive compensation.

After careful consideration of the frequency alternatives and consistent with the advisory vote on the frequency ofsay-on-pay votes previously approved at the 2011 annual meeting of shareholders, the Board of Directors has selected Ernst & Young LLPbelieves that conducting an advisory vote on the compensation of Swift Energy’s Named Executive Officers on an annual basis is appropriate for Swift Energy and its shareholders at this time. In formulating its recommendation, the Board of Directors included in its consideration the idea that an annual advisory vote on the compensation of Swift Energy’s Named Executive Officers will allow shareholders to provide direct input on Swift Energy’s compensation philosophy, policies and practices every year and that it is valuable for our shareholders to have this opportunity on a regular basis.

In considering their vote, shareholders may wish to review the information presented in connection with Proposal Number 5, as well as the independent registered public accounting firm forCompensation Discussion and Analysis, the Company to audit its consolidated financial statementscompensation tables and internal control over financial reporting for 2015. Ernst & Young LLP has served as the Company’s independent auditor since 2002. See “Audit Committee Disclosure” followingaccompanying narrative disclosures in this proposal forproxy statement, which provide a more information related to Ernst & Young LLP.detailed discussion of our executive compensation programs and policies.

ShareholderThis vote is advisory and therefore shareholder approval or ratification is not required for the selection of Ernst & Young LLP, since the Audit Committee ofrequired. As such, the Board of Directors has the responsibility for selecting the Company’s independent auditor. However, the selectionmay decide that it is being submitted for ratification at the Annual Meeting as a matter of good corporate practice. No determination has been made as to what action the Board of Directors would take if shareholders do not approve the appointment, but the Audit Committee may reconsider whether or not to retain the firm. Even if the selection is ratified, the Audit Committee, in its discretion, may direct the selection of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the Company’sbest interest of Swift Energy and its shareholders’ best interests.shareholders to hold an advisory vote on executive compensation more or less frequently than the option approved by our shareholders. However, Swift Energy values the opinions of our shareholders and will consider the outcome of the vote in making determinations regarding the presentation of vote proposals in future proxy statements.

 

The Board of Directors unanimously recommends that shareholders vote “FOR”for an “ANNUAL” advisory vote on the ratificationcompensation of the selection of Ernst & Young LLP as the Company’s independent auditor.Swift Energy’s Named Executive Officers.

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AUDIT COMMITTEE DISCLOSURE

Preapproval Policies and Procedures

The charter of the Audit Committee provides that the Audit Committee shall approve, in its sole discretion, any professional services to be provided by the Company’s independent auditor, including audit services and significant non-audit services (significant being defined for these purposes as non-audit services for which fees in the aggregate equal 5% or more of the base annual audit fee paid by the Company to its independent auditor), before such services are rendered, and consider the possible effect of the performance of such latter services on the independence of the auditor. The Audit Committee may delegate preapproval authority to a member of the Audit Committee. The decisions of any Audit Committee member to whom preapproval authority is delegated must be presented to the full Audit Committee at its next scheduled meeting. All of the services described below for 2014 and 2013 were preapproved by the Audit Committee before Ernst & Young LLP was engaged to render the services.

Services Fees Paid to Independent Public Accounting Firm

Ernst & Young LLP, certified public accountants, began serving as the Company’s independent auditor in 2002. The Audit Committee, with ratification of the shareholders, engaged Ernst & Young LLP to perform an annual audit of the Company’s financial statements for the fiscal year ended December 31, 2014. A representative from Ernst & Young LLP will be present at this year’s Annual Meeting. Such representative will have the opportunity to make a statement if he or she desires to do so and is expected to be available to respond to appropriate questions.

The following table presents fees and expenses billed by Ernst & Young LLP for its audit of the Company’s annual consolidated financial statements and for its review of the financial statements included in the Company’s Quarterly Reports on Form 10-Q for 2014 and 2013, and for its audit of internal control over financial reporting for 2014 and 2013, and for other services provided by Ernst & Young LLP.

   2014   2013 

Audit Fees

  $2,121,843    $1,603,953  

Audit-Related Fees

   0     0  

Tax Fees

  $121,999    $125,131  

All Other Fees

   0     0  
  

 

 

   

 

 

 

Totals

  $2,243,842    $1,729,084  
  

 

 

   

 

 

 

The audit fees for 2014 and 2013 were for professional services rendered in connection with the audits of our consolidated financial statements and reviews of our quarterly consolidated financial statements within such years. These fees also include the issuance of comfort letters, consents and assistance with review of various documents filed with the SEC in 2014 and 2013. The tax services provided in 2014 and 2013 generally consisted of compliance, tax advice and tax planning services.

Report of the Audit Committee

In connection with the financial statements for the fiscal year ended December 31, 2014, the Audit Committee has:

reviewed and discussed the audited financial statements with management;

discussed with Ernst & Young LLP, the Company’s independent registered public accounting firm (the “Auditor”), the matters required to be discussed by the Statement on Auditing Standards (“SAS”) No. 61 (codification of SAS AU § 380) as adopted by the Public Accounting Oversight Board in Rule 3200T, as amended; and

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obtained the written disclosures and the letter from the Auditor in accordance with the applicable requirements of the Public Company Accounting Oversight Board regarding the Auditor’s communications with the Audit Committee concerning independence, and has discussed with the Auditor the Auditor’s independence.

Based on the reviews and discussion referred to above, we recommended to the Board of Directors that the Company’s audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission.

AUDIT COMMITTEE

Deanna L. Cannon (Chair)

William A. Bruckmann III

Clyde W. Smith, Jr.

Charles J. Swindells

 

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SECTION 16(a)16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers, and persons who own more than 10% of the Company’s common stock to file reports with the SEC regarding their ownership of, and transactions in, the Company’s common stock. SEC regulations require Swift Energy to identify anyone who filed a required report late during the most recent fiscal year. Based on a review of the Forms 3 and 4 filed during the 20142016 fiscal year and written certifications provided to the Company, the Company believes that all of these reporting persons timely complied with their filing requirements during 2014.2016.

SHAREHOLDER PROPOSALS

Proposals for Inclusion in the Company’s 20162018 Proxy Materials

Pursuant to various rules promulgated by the SEC, a shareholder who seeks to include a proposal in the Company’s proxy materials for the annual meeting of the shareholders of the Company to be held in 20162018 must timely submit such proposal in accordance with SEC Rule14a-8 to the Company, addressed to the Secretary, Swift Energy Company, 17001 Northchase Drive, Suite 100,575 North Dairy Ashford, Ste. 1200, Houston, Texas 77060,77079, no later than December 4, 2015,6, 2017, unless the date of our 20162018 annual meeting is more than 30 days before or after May 19, 2016,16, 2018, in which case the proposal must be received a reasonable time before we begin to print and send our proxy materials. Further, a shareholder may not submit a matter for consideration at the 20162018 annual meeting, unless the shareholder shall have timely complied with the requirements in the Company’s Bylaws.

 

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Advanced Notice of Nominations or Proposed Business for the Company’s 20162018 Annual Meeting of Shareholders

Our Bylaws require advanced written notice from any shareholder seeking to present nominations of persons for election to the Board and other proposed business (other than proposals submitted in accordance with Rule14a-8 for inclusion in our proxy materials) for consideration at our 20162018 annual meeting of shareholders. Notice of such nominations or proposals must be delivered to or mailed and received by the Corporate Governance Committee Chair,Secretary, Swift Energy Company, c/o Office of the Corporate Secretary, 17001 Northchase Drive, Suite 100,575 North Dairy Ashford, Ste. 1200, Houston, Texas 77060,77079, not less than sixty (60)ninety (90) days nor more than ninety (90)one hundred and twenty (120) days prior to the date of theone-year anniversary of the immediately preceding year’s annual meeting. Based on the anniversary date of our 20152017 Annual Meeting, a shareholder must send advanced written notice of any such nomination or other proposed business such that the notice is received by us no earlier than February 19, 2016,January 16, 2018, and no later than March 21, 2016.February 15, 2018. In the event the 20162018 annual meeting of shareholders is convened on a date more than 30 days before, or more than 3060 days after, such anniversary date, such notice by the shareholder must be so received not later than the close of business on the one hundred twentieth (120th) day prior to the date of such annual meeting and not later than the close of business on the later of the sixtieth (60th)ninetieth (90th) day beforeprior to such annual meeting or, if the first public announcement of the date of such annual meeting is less than one hundred (100) days prior to the date of such annual meeting, the tenth (10th) day following the dateday on which public disclosureannouncement of the date of the 2016 annualsuch meeting is first made by the Company. Swift Energy.

Any such nomination or proposal must be made in writing.writing, indicate certain information about the shares of Swift Energy stock (or other derivative instrument) which are owned by the shareholder and beneficial owner, if any, and comply with the then-applicable terms of the Nomination Agreement and requirements set forth in the Company’s Bylaws. A nomination of persons for election to the Board (each, a “nominee”) must also include certain information about the nominee, certain information regarding affiliations between the classnominee and number of shares, if any, of Swift Energy stock which are beneficially ownedthe shareholder, a completed and signed questionnaire by the nominee, the nominee’s consent to being named in the proxy statement as a nominee and to serve as a director if elected, and all other information about the nominee required under SEC Rule 14A and the Company’s Bylaws. A proposal of business must also include a brief description of the business desired to be brought before the meeting, the text of the proposal, a description of all agreements, arrangements and understandings between the reasons for conducting such business at the meeting,shareholder, and beneficial owner, if any, and any material interestother persons in connection with the proposing shareholder may have in such business. A proposal of business must include the information called for, and follow the other requirements set forth, in our Bylaws about the proposed business and the proposing shareholder. Additionally, the nomination or proposal must include certain information about the nominating or proposing shareholder, including the number of shares of the Company’s stock that the shareholder beneficially owns, and the period for which the shareholder has held such shares.proposal. Nominations or proposals must be addressed as follows in order to be considered for the next annual meeting:

 

  

Corporate Governance Committee ChairSecretary

Swift Energy Company

c/o Office of the Corporate Secretary

17001 Northchase Drive, Suite 100575 North Dairy Ashford, Ste. 1200

Houston, Texas 7706077079

  

Shareholders who wish to nominate an individual to the Board must also follow the requirements of the Company’s Bylaws, then-existing terms of the Nomination Agreement, and applicable SEC and NYSE rules and regulations. For more information on shareholders’ nomination of directors, refer to page 14 “Nominations for Directors”Directors,” in this proxy statement.

With respect to business to be brought before the 20152017 Annual Meeting, the Company has not received any notices, proposals, or nominees from shareholders that the Company is required to include in this proxy statement.

COMMUNICATIONS WITH THE BOARD OF DIRECTORS

The Board of Directors welcomes questions or comments about the Company and its operations. Because the Company values the input and insights of the Company’s shareholders, and has an obligation to ensure that its communications with shareholders are correct, complete, and consistent with the rules of the SEC and the NYSE, the Company maintains a policy to facilitate Board interaction with Company shareholders. Pursuant to this policy, the Company’s CEO has primary responsibility for communications with Company shareholders, and Board members who meet or talk with shareholders will coordinate with management. The Board also has

 

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designatedCOMMUNICATIONS WITH THE BOARD OF DIRECTORS

The Board of Directors welcomes questions or comments about the Corporate Secretary to receive written communications addressed to the Board. Any shareholder communications alleging misconduct by management, or legal, ethical, compliance or certain governance issues will be promptly forwarded to the appropriate independent directors and/or Board committee chairs by the Corporate Secretary.

Company and its operations. Any communications that shareholders or other interested parties may wish to send to the Board of Directors or thenon-management independent directors may be directly sent to either of the following address:

Lead DirectorChairman of the Board

Swift Energy Company

17001 Northchase Drive, Suite 100575 North Dairy Ashford, Ste. 1200

Houston, TX 77060-6098Texas 77079

ATTN: Corporate Secretary

or

Lead DirectorChairman of the Board

Swift Energy Company

c/o CCI

P.O. Box 561915

Charlotte, NC 28256

Historically, the Company’s annual meeting of its Board of Directors was held to coincide with the annual meeting of its shareholders and a majority of the directors would attend the annual meeting of shareholders; however, with the increased responsibilities and time requirements in connection with the Board meeting, the Board’s annual meeting is now held three weeks before the shareholders’ annual meeting. Therefore, while the Company encourages members of the Board to attend, the Company does not have a policy with regard to Board members’ attendance at its annual meetings of shareholders. Although some of the members of the Board will attend the 20152017 Annual Meeting, it is not expected that a majority will be in attendance. Those in attendance will be available to address shareholder questions. TwoDue to the Company’s reorganization and emergence from bankruptcy in 2016, there was no annual meeting in 2016; accordingly, no directors attended the 2014an annual meeting.meeting in 2016.

FORWARD-LOOKING STATEMENTS

Certain statements set forth in this proxy statement that are not historical are “forward-looking statements” as that term is defined in Section 21E of the Exchange Act. These statements include estimates of future amounts payable under awards, plans or agreements or upon the occurrence of certain events, such as a change of control, the present value of such awards, and the estimated value of awards, the vesting of which will depend on performance over future periods. In order to estimate amounts that may be paid in the future, we made assumptions as to a number of variables, which may, and in many cases will, differ from future actual conditions. These variables include the price of our common stock, the dates of termination of employment, final pay, interest rates, applicable tax rates and other assumptions. The Company will not update these forward-looking statements unless required to do so by applicable law. These cautionary statements qualify all forward-looking statements attributable to us, or persons acting on our behalf. Management cautions all readers that the forward-looking statements contained in this proxy statement are not guarantees of future values or payments, and we cannot assure any reader that such statements will be realized or that the events and circumstances that they describe will occur.

 

20152017 Proxy Statement  LOGO   | 63


ANNUAL REPORT ON FORM10-K

Upon written request, Swift Energy will provide any shareholder of the Company, at no charge, a copy of the Company’s Annual Report on Form10-K for 2014,the year ended December 31, 2016, as filed with the SEC, including the financial statements and schedules, but without exhibits. Direct requests should be made by mail to Swift Energy Company, Investor Relations Department, 17001 Northchase Drive, Suite 100,575 North Dairy Ashford Road, Ste. 1200, Houston, Texas 77060;77079; by telephone at (281)874-2700 or (800)777-2412; or by email to info@swiftenergy.com.

 

  By Order of the Board of Directors,
 

Christopher M. Abundis

Senior Vice President, General Counsel and Secretary

Houston, Texas

April 2, 20155, 2017

 

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Appendix A

FIRST AMENDMENT TO THE

SWIFT ENERGY COMPANY

2016 EQUITY INCENTIVE PLAN

This First Amendment (the “First Amendment”) to the Swift Energy Company 2016 Equity Incentive Plan (the “Plan”), is made effective as of January 1, 2017(the“Amendment Effective Date”), subject to approval by the shareholders of Swift Energy Company, a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Plan.

WHEREAS, the Company previously adopted the Plan;

WHEREAS, Section 13.1 of the Plan provides that the Board may amend, modify or suspend the Plan, except that any amendment to increase the number of securities which may be issued under the Plan is subject to approval by the shareholders of the Company; and

WHEREAS, the Board desires to amend the Plan in order to (i) increase the number of Shares available for issuance under the Plan, (ii) add additional performance goals under the Plan, and (iii) enable the Company to withhold taxes due or potentially payable with respect to an Award from Shares (including Shares otherwise issuable under an Award) at the maximum statutory withholding rate applicable to a Participant.

NOW, THEREFORE,BE IT RESOLVED, that, the Plan shall be amended as of the Amendment Effective Date, subject to approval by the Company’s shareholders, as set forth below:

1.    Section 4.1.1 of the Plan shall be deleted in its entirety and replaced with the following:

“Subject to adjustment as provided in Section 4.3, the number of Shares available for delivery pursuant to (a) Options or SARs, (b) Restricted Stock, (c) Restricted Stock Units, (d) Performance Awards, and (e) awards contemplated by Article XI of this Plan granted under the Plan shall be, in the aggregate, 1,182,011 Shares. Shares awarded under the Plan may be authorized but unissued Shares, authorized and issued Shares reacquired and held as treasury Shares or a combination thereof. Shares issued in assumption of, or in substitution for, any outstanding awards of any entity acquired in any form of combination by the Company or any Subsidiary or Affiliate shall not reduce the Shares available for grants of Awards under this Section 4.1. The aggregate number of Shares available under this Section 4.1 will be reduced by one Share for every Share subject to an award granted under this Plan.

2.    The words “as of the Effective Date” shall be added to Section 4.1.2 of the Plan immediately following the phrase “reserved for issuance hereunder.”

3.    Section 10.2 of the Plan shall be deleted in its entirety and replaced with the following:

“Performance Goals. Unless otherwise prohibited by applicable law, the Committee shall have the authority to grant Awards under this Plan that are contingent upon the achievement of measurable Performance Goals established under this Plan. The Committee may grant awards subject to Performance Goals that are either Qualified Performance-Based Awards or are not Qualified Performance-Based Awards. Such Performance Goals are to be specified in the relevant Award Agreement and, to the extent applicable to any Qualified Performance-Based Award to a Covered Employee will be based on one or more or a combination of the following metrics (including relative or growth achievement regarding such metrics) and shall mean any one or more of the following performance criteria: (1) revenue or oil and gas sales, (2) earnings per Share (basic and diluted), (3) net income per Share, (4) Share price,(5) pre-tax profits, (6) net earnings, (7) net income, (8) operating income and operating profit, (9) cash flow (including, without

limitation, operating cash flow, free cash flow, discounted cash flow, net cash from operations, return on investment and cash flow in excess of cost of capital), (10) earnings before interest, taxes, depreciation and amortization, (11) earnings before interest and taxes, (12) sales, (13) total stockholder return relative to assets, (14) total stockholder return relative to peers, (15) financial returns (including, without limitation, return on assets, return on net assets, return on equity return on capital, return on operating revenue and return on investment), (16) cost reduction targets, (17) customer satisfaction, (18) customer growth, (19) employee satisfaction, (20) gross margin or gross profit, (21) revenue growth, (22) market share, (23) book value per share, (24) expenses and expense ratio management, (y) finding costs of oil and gas reserves, (z) volumes of oil and gas reserves or adjusted reserves or changes therein, (aa) percentage of reserves replaced, (bb) production or adjusted production or production exit rate, (cc) lease operating cost (“LOE”) measures, or adjusted LOE measures, (dd) general and administrative (“G&A”) or adjusted G&A measures, (ee) net asset value (“NAV”) or NAV per share, (ff) operating cost measures or reductions, (gg) earnings and earnings growth (including earnings per share and earnings before or after interest and taxes, earnings before taxes, EBITDA or net earnings), (hh) basic or diluted earnings per share or growth in earnings or earnings per share, (ii) stock price or change in stock price, (jj) total shareholder return, (kk) return on capital or change in working capital or return on capital employed, (ll) reduction of fixed costs, (mm) liquidity, (nn) health safety & environmental (“HS&E”) total recordable incident rate, or (oo) any combination of the foregoing or (pp) in the case of Awards that are not Qualified Performance-Based Awards, such other criteria as the Committee may determine. Performance Goals may be related to the performance of the individual Participant or in respect of the performance of the Company, one or more of its Subsidiaries or any combination thereof on either a consolidated, business unit, departments, regions, functions, other organizational units or divisional level and measured either annually or cumulatively over a period of years, on an absolute basis or relative to apre-established target, to results over a previous period or to a designated comparison group. Performance Goals may be absolute or relative (to prior performance of the Company or to the performance of one or more other entities or external indices or to one or more of the Performance Goals themselves) and may be expressed in terms of a progression within a specified range. Multiple Performance Goals may be established and may have the same or different weighting. With respect to any Award that is intended to satisfy the requirements for “performance-based compensation” under Section 162(m) of the Code, the performance criteria must be “qualifying,” and the Committee will (within the first quarter of the performance period, but in no event more than ninety (90) days into that period) establish the specific performance targets (including thresholds and whether to exclude certain extraordinary,non-recurring, or similar items) and Award amounts (subject to the right of the Committee to exercise discretion to reduce payment amounts following the conclusion of the performance period).”

4.    Section 14.8 of the Plan shall be deleted in its entirety and replaced with the following:

“The Company and each of its Affiliates are authorized to withhold from any Award granted, or any payment relating to an Award, including from a distribution of Shares, taxes due or potentially payable in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the Company and its Affiliates to satisfy the payment of withholding taxes and other tax obligations relating to any Award in such amounts as may be determined by the Committee. The Committee shall determine, in its sole discretion, the form of payment acceptable for such tax withholding obligations, including the delivery of cash or cash equivalents, Shares (including previously owned Shares, net settlement, a broker-assisted sale, or other cashless withholding or reduction of the amount of Shares otherwise issuable or delivered pursuant to the Award), other property, or any other legal consideration the Committee deems appropriate. Any determination made by the Committee to allow a Participant who is subject to Rule16b-3 to pay taxes with Shares through net settlement or previously owned Shares shall be approved by either a committee made up of solely two or morenon-employee directors (within the meaning of Rule16b-3 promulgated under the 1934 Act (“Rule16b-3”)) or the full Board. If such tax withholding amounts are satisfied through net settlement or previously owned Shares, the maximum number of Shares that may be so withheld or surrendered shall be the number of Shares that have an aggregate Fair Market Value on the date of withholding or surrender equal to the aggregate amount of such tax liabilities

determined based on the greatest withholding rates for federal, state, foreign and/or local tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment for the Company with respect to such Award, as determined by the Committee.”

FURTHER RESOLVED, that, as amended hereby, the Plan is specifically ratified and reaffirmed.

[Remainder of Page Intentionally Blank]

SWIFT ENERGY COMPANY

17001 NORTHCHASE DRIVE

SUITE 100575 N. DAIRY ASHFORD, STE. 1200

HOUSTON, TX 7706077079

VOTE BY INTERNET -www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m.P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m.P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

 

 

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: 
M86333-P64317 KEEP THIS PORTION FOR YOUR RECORDS

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DETACH AND RETURN THIS PORTION ONLY

 

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

 

SWIFT ENERGY COMPANY

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For

All

  

Withhold

All

  

For All

Except  

    To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.            
  The Board of Directors recommends you vote FOR“FOR” the following:                 
    ¨  ¨  ¨   

 

         
  1. 

Election of Class I Directors

Nominees:

(for term to expire at 2020 annual meeting)
                  
   01)    Clyde W. Smith, Jr. (for term to expire at 2018 annual meeting)

Nominees

     
02)    Terry E. Swift (for term to expire at 2018 annual meeting)     
  03)    Charles J. Swindells (for term to expire at 2018 annual meeting)
Election of Class III Director        
   Nominee:01    Michael Duginski         
   04)    William A. Bruckmann III (for term to expire at 2017 annual meeting)02    Christoph O. Majeske       
 

The Board of Directors recommends you vote FOR the following proposals:"FOR" Proposals 2, 3, 4 and 5.

  

    For    

  

Against

  

Abstain

 

2

 2.

To amendapprove the Second Amended and Restated Swift Energy Company 2005 Stock CompensationFirst Amendment to the 2016 Equity Incentive Plan to increase the number of shares of common stock available for issuance under the 2005 Plan and to increase annual award limits under Internal Revenue Code Section 162(m).2016 Plan.

  ¨  ¨

  ¨

 

3

To approve the material terms of the 2016 Equity Incentive Plan for purposes of complying with the requirements of Section 162(m) with respect to the additional shares.

  

 3. 

4

To ratify the selection of BDO USA, LLP as Swift Energy's independent auditor for the fiscal year ending December 31, 2017.

5

To conduct a nonbinding advisory vote to approve the compensation of Swift Energy’sEnergy's named executive officers as presented in the proxy statement.

  ¨  ¨

  ¨

 

The Board of Directors recommends you vote "1 YEAR" for Proposal 6.

1 year

    2 years    

3 years

Abstain

6

To conduct a nonbinding advisory vote on the frequency of future advisory votes on executive compensation.

 
 4.To ratify the selection of Ernst & Young LLP as Swift Energy’s independent auditor for the fiscal year ending December 31, 2015.¨¨¨
 NOTE:To conduct such other business as may properly come before the annual meeting, or at any and all adjournments or postponements thereof.         
 

 
  

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.

       
                     
                    
                    
  

Signature [PLEASE SIGN WITHIN BOX]

 

  

Date

 

    

Signature (Joint Owners)

 

  

Date

 

  

 


 

 

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and& Proxy Statement and Combined DocumentAnnual Report on Form 10-K are available at www.proxyvote.com.www.proxyvote.com.

 

 

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M86334-P64317

 

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SWIFT ENERGY COMPANY

Annual Meeting of Shareholders

May 19, 2015,16, 2017 3:00 PM

This proxy is solicited by the Board of Directors

    
  

 

The shareholder(s) hereby appoint(s) Terry E. Swift,Christopher M. Abundis and Robert J. Banks, and Alton D. Heckaman, Jr., or anyeither of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common stock of SWIFT ENERGY COMPANY that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholder(s)shareholder(s) to be held at 3:00 PM, CDT on May 19, 2015,5/16/2017, at the HiltonOmni Houston North Hotel 12400 Greenspoint Drive,at Westside, 13210 Katy Freeway, Houston Texas 77060,77079, and any adjournment or postponement thereof.

 

This proxy when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations.specifications made hereon. If NO specification is made, the shares will be voted “FOR” Proposals 1, 2, 3, 4 and 5, and “1 year” for Proposal 6.

 

 

Continued and to be signed on reverse side