our Audit, Compensation and Corporate Governance

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our Audit, Compensation and Nominating and Strategy committees are all completely independent, as required; seven of our eight Board members are independent; our independent Corporate Governance Committee has responsibility for Board and management succession planning and related recommendations to the full Board; led by the Corporate Governance Committee, a Board assessment is conducted annually, assessing the entire Board (not just the current class of nominees) and its committees; following most meetings of the Board, the Lead Director presides over an executive session of the independent members of the Board; and as provided in “Communications with the Board of Directors” on page 62, any shareholder may communicate with the Lead Director as appropriate on sensitive issues about management or corporate governance. 12 |    2015 Proxy Statement· six of our seven Board members are independent for Compensation and Nominating and Strategy committee standards; · four of our seven Board members are independent for Audit Committee standards; · our independent Nominating 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 Nominating and Strategy Committee, a Board assessment is conducted annually, assessing the entire Board (not just the current class of nominees) and its committees; · following most meetings of the Board, the Independent Chairman presides over an executive session of the independent directors of the Board; and · as provided in “Communications with the Board of Directors” in this proxy statement, any shareholder may communicate with the Board of Directors or non-management independent directors, as appropriate. 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 seniorSenior technical staffmanagement frequently makemakes 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 auditorsauditor and independent accountantsaccountant at least annually. The Audit Committee is also responsible for oversight of the Company’s cyber risk management. Periodic cyber risk updates are provided by Company management to the full Board and Audit Committee, and such committee annually reviews the effectiveness of such controls. Through the Company’s independent Audit, Compensation, and Corporate Governance committees, Swift EnergySilverBow Resources has established processes for the effective oversight of critical issues, such as integrity 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. 10 |  SilverBow Resources, Inc. 2019 Proxy Statement Table of Contents Compensation of Directors In accordance with its charter, the Compensation Committee periodically evaluates the compensation of non-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 for non-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.approval. Directors who are also employees of the Company or our significant shareholder, SVP, receive no additional compensation for service as directors. As an inducement to serve on the Board, each non-employee director (other than Messrs. Geenberg and Majeske, who are employed and designated to serve as directors by SVP) who joined the Board in 2016 was granted a one-time, long-term, inducement equity award, which was subject to a multi-year vesting period (rather than the typical one-year vesting period for annual director awards granted by our peers). Since the inducement awards described in the preceding sentence were still outstanding and subject to vesting in 2018, no equity awards were granted to our non-employee directors in 2018. Further, given the fact that such inducement awards were all fully vested as of March 22, 2019, the Compensation Committee expects to revert to a more routine, annual equity award program that is in line with our peers for our non-employee directors beginning in 2019. The following table shows the annual cash compensation payable to our non-employee directors. The Compensation Committee has not approved an annual cash retainer for service as Chairman of the Board at this time. Hence, Mr. Rowland did not earn or receive any cash compensation for his service as a non-employee directors for 2014:director during 2018.   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   $ — (3) Nominating and Strategy Committee Chair   $ 5,000 (4) _____________________ (1) Annual meeting fee paidcash compensation for a minimumall non-employee directors other than the Chairman of five meetings.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 on one or more committees.as Audit Committee Chair. (3) Annual fee for a minimum of four meetings.serving as Compensation Committee Chair. As the Compensation Committee Chair is an SVP employee, no compensation has been tied to such position. (4) Annual fee for a minimum of two meetings. (5) Number of restricted shares to be determined, based on the closing stock price on the day after the 2014 Annual Meeting. Restrictions on restricted shares lapseserving as to one-third of such shares each year beginning on the first anniversary of the grant dateNominating and subject to a 1-year service requirement; restrictions on all shares lapse when a director ceases to be a member of the Board.Strategy Committee Chair.   2015 Proxy Statement   | 13 The followingbelow table sets forth certain summary information regarding compensation paid or accrued by the Company to or on behalf of the Company’s non-employee directors (excluding Messrs. Bruckmann and Saxton, who did not become directors until February 2015) for the fiscal year ended December 31, 2014:2018:   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   Fees Earned or Paid in Cash ($)     Stock Awards ($)(1)     Option Awards ($)(1)     Total ($)   (a)   (b)     (c)     (d)     (h)                             Michael Duginski   $ 75,000     $ —     $ —     $ 75,000   Gabriel L. Ellisor   $ 90,000     $ —     $ —     $ 90,000   David Geenberg(2)   $ —     $ —     $ —     $ —   Christoph O. Majeske(2)   $ —     $ —     $ —     $ —   Marcus C. Rowland   $ —     $ —     $ —     $ —   Charles W. Wampler   $ 70,000     $ —     $ —     $ 70,000   __________________ (1) The amounts None of the non-employee directors received an equity award in columns (c) and (d) reflect2018 for service on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for awards granted during that year. Assumptions used in the calculationBoard. As 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 in2018, our non-employee directors held the Company’s Annual Report on Form 10-K for the year endedfollowing number of unvested RSUs subject to outstanding awards that were granted prior to 2018: Messrs. Duginski, Ellisor and Wampler - 7,244 each; and Mr. Rowland - 24,936. As of December 31, 2014. (2) No perquisites are included in this column as to any independent director, as2018, our non-employee directors held the aggregate perquisites for any director during 2014 did not exceed $10,000. The amounts included for Messrs. Smith and Swindells represent gross-up reimbursement payments for spousal travel. (3) At December 31, 2014, the aggregatefollowing number of unexercised (vested and unvested) stock options subject to outstanding awards that were granted prior to 2018: Messrs. Duginski, Ellisor and restricted stock awards outstanding include: Wampler - 12,347 each; and Mr. Rowland - 64,263. Name(2) Directors who are 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. 2019 Proxy Statement Stock Options  SilverBow Resources, Inc. | 11 Restricted 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 Table of Contents Nominations for Directors Identifying Candidates The Corporate Governance Subject 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’sSilverBow Resources' Principles for Corporate Governance. These principles provide that the Board should encompass a diverse range of talent, and perspectives,perspective, skill and expertise sufficient to provide sound and prudent guidance with respect to the Company’sCompany's operations and interests. The Principles for Corporate Governance also provide that at all times a majority of the Board must be “independent directors”"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 in any governing document 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.   14 |  2015 Proxy Statement The Company’s Principles for Corporate Governance require that each director:   understand Swift Energy’s business and the marketplaces in which it operates; · understand SilverBow Resources’ 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 SilverBow Resources’ competitive environment and SilverBow Resources’ 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.   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 overfor both the short and longerlong term. The Board’s succession planning requires the Corporate GovernanceNominating and Strategy Committee and the Board to assessconsider the skill areas currently represented on the Board, and specifically those skill areas represented by directors expected to retire or leave the Board in the near futurefuture. Those skill sets are assessed against the target skill areas established annually by the Board as well asand the recommendations of directors regarding skills that could potentially 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’sCompany's industry, financial or technological expertise, experience in situations comparable to the Company’s,Company's, leadership experience and relevant geographical experience. The effectiveness of the Board’sBoard'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. 12 |  SilverBow Resources, Inc. 2019 Proxy Statement Table of Contents Nomination of Candidates In determining whether to nominate a candidate, either from an internally generated, or shareholder recommendation or an 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 are required to submit annual disclosure 2015 Proxy Statement   | 15 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 personrequirement. Each required individual is asked to reaffirm and re-acknowledgereacknowledge 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. Theyall provisions therein. Each individual also reaffirmreaffirms 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 committee 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. www.sbow.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’sSilverBow Resources’ 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 receive research, technical writing, publishing, and website-related services from Tec-Com Inc., a corporation located in Knoxville, Tennessee, which is controlled by Lorraine Abbott, the aunt of the Company’s Chairman of the Board, 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.” The contract was 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 contract effective March 2, 2015, which is set to expire June 30, 2016, with significantly reduced pricing 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. 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. Director Nomination Agreement   16 |  2015 Proxy Statement Director Emeritus Mr. Virgil Swift served as a director from 1981 untilFollowing the 2005 annual meetingexpiration of shareholders, at which time he was given the honorary titleinitial terms of Director Emeritus. As this is an honorary distinction, no compensation is paid to Mr. V. Swift as Director Emeritus. The fullthe Board concluded thatafter the serviceeffective date of Mr. V. Swift, due to his extensive experience with Swift Energythe Nomination Agreement (April 22, 2016), our Charter and the oil and gas industry, was an invaluable asset toNomination Agreement require that the Company and thusthe Consenting Noteholders shall take all necessary actions to cause the Board to consist of seven members as follows: (i) the Chief Executive Officer of SilverBow Resources, 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%; 2019 Proxy Statement  SilverBow Resources, Inc. | 13 Table of Contents (iii) two nominees designated by the Consenting Noteholders as a group (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 designated a Class I director and a Class III director, respectively. So long as SVP is entitled to designate a consulting agreement wasnominee, 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 will terminate 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 SilverBow Resources by all of the Consenting Noteholders, requesting the termination of the Agreement. Further, at such time as any particular Consenting Noteholder ceases to beneficially own any shares of common stock, all rights and obligations of such Consenting Noteholder under the Nomination Agreement will terminate. The foregoing 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 Form S-8 (File No. 333-210936), filed on April 27, 2016. Emergence Registration Rights Agreement We also entered into a registration rights agreement effective April 22, 2016 (the “Registration Rights Agreement”) with him. As such, Mr. V. Swift regularly attends Boardparties who received shares of common stock upon the effective date of the Registration Rights Agreement (the “Holders”) representing 5% or more of the common stock outstanding on that date. The Registration Rights Agreement provides resale registration rights for the Holders’ Registrable Securities (as defined in the Registration Rights Agreement). 14 |  SilverBow Resources, Inc. 2019 Proxy Statement Table of Contents Pursuant to the Registration Rights Agreement, Holders have customary demand, underwritten offering and committee meetings. Mr. V. Swift received compensation during 2014piggyback registration rights, subject to the limitations set forth in the Registration Rights Agreement. Under their demand registration rights, Holders owning at least 5% of the outstanding shares of common stock may request us to register all or a portion of their Registrable Securities, including on a delayed or continuous basis under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”). Each Holder is entitled to two demand registrations. Generally, we are required to provide notice of the demand request within five business days following the receipt of the demand notice to all additional Holders, who may, in certain circumstances, participate in the registration. Under their underwritten offering registration rights, Holders also have the right to demand us to effectuate the distribution of any or all of its Registrable Securities by means of an underwritten offering pursuant to an effective registration statement. Each Holder is entitled to two underwritten offering requests. We are not obligated to effect a consulting agreement which has beendemand notice or an underwritten demand notice within 180 days of closing either a demand registration or an underwritten offering. We are required to maintain the effectiveness of any such registration statement until the earlier of 180 days (or two years if a “shelf registration” is requested) after the effective date of the Registration Rights Agreement and the consummation of the distribution by the participating Holders. Under their piggyback registration rights, if at any time we propose to register an offering of common stock for our own account, we must give at least five business days’ notice to all Holders of Registrable Securities to allow them to include a specified number of their shares in effect since July 2000the registration statement. These registration rights are subject to certain conditions and was renewed on similar terms effective July 1, 2006limitations, including the right of the underwriters to limit the number of shares to be included in a registration and amended on February 25, 2009. In 2014, Mr. V. Swift was paid approximately $5,860 per monthour right to delay or withdraw a registration statement under certain circumstances. We will generally pay all registration expenses in connection with our obligations under the consulting agreement. PursuantRegistration Rights Agreement, regardless of whether a registration statement is filed or becomes effective. The registration rights granted in the Registration Rights Agreement are subject to customary indemnification and contribution provisions, as well as customary restrictions such agreementas blackout periods and, amendments, Mr. V. Swift provides advisory servicesif an underwritten offering is contemplated, limitations on the number of shares to key employees, officers and directors, and as otherwise requestedbe included in the underwritten offering that may be imposed by the Chairmanmanaging underwriter. The obligations to register shares under the Registration Rights Agreement will terminate with respect to us and each Holder on the first date upon which the Holder no longer beneficially owns any Registrable Securities. The foregoing summary of the Board, Chief Executive Officer and President. The monthly payment will increaseRegistration Rights Agreement is qualified in its entirety by four percent (4%) per year as a result of an annual inflation provision. The consulting agreement is terminable by either party without cause upon two weeks’ written notice. Retired President and Director Mr. Bruce H. Vincent, 67, retired as President of Swift Energy effective February 15, 2015, and resigned as a memberreference to the full text of the Board of DirectorsRegistration Rights Agreement, which is included as of that same date, after servingExhibit 10.1 to the Company for 25 years. Mr. Vincent served asour Current Report on Form 8-K (File No. 001-08754) filed on April 28, 2016. PIPE Registration Rights Agreement On January 20, 2017, we entered into a director of Swift Energy from May 2005 and as PresidentShare Purchase Agreement (the “Purchase Agreement”) with each of the Company from November 2004 until his retirement. He previously served inpurchasers listed on Schedule A thereto, including an affiliate of SVP (the “Purchasers”), pursuant to which the Purchasers agreed to purchase 1,403,508 shares of our common stock, at a varietyprice of strategic roles for the Company, including Secretary of the Company from February 2008 until August 2012 and from August 2000 until May 2005, as Executive Vice President — Corporate Development from August 2000 to November 2004, and as Senior Vice President — Funds Management from 1990 (when he joined the Company) to 2000. Mr. Vincent is a recent Immediate Past Chairman of the Independent Petroleum Association of America and holds the degrees of Bachelor of Arts and Master of Business Administration.$28.50 per share (the “Private Placement”). The Private Placement closed on January 26, 2017 (the “Closing Date”). In connection with his retirement, Mr. Vincentthe closing of the Private Placement, we and the CompanyPurchasers entered into a retirementregistration rights agreement, dated January 26, 2017 (the “PIPE Registration Rights Agreement”). Under the PIPE Registration Rights Agreement, we agreed to (i) use our reasonable best efforts to file a registration statement on Form S-3 (or any equivalent successor form) with the Securities and Exchange Commission (the “Commission”) no later than 90 days following the Closing Date (such filing date, the “Mandatory Shelf Filing Date”) to register the offer and resale, on a continuous or delayed basis pursuant to Rule 415 under the Securities Act, of the shares sold in the Private Placement to the Purchasers; (ii) use our commercially reasonable efforts to cause such resale registration statement to be declared effective under the Securities Act by the Commission as soon as reasonably practicable after the Mandatory Shelf Filing Date, but in any event no later than the earlier of (A) if the registration statement is subject to review by the Commission, 150 days following the Closing Date, and (B) if the registration statement is not subject to review by the Commission, five days following the date of receipt of such notice from the Commission (such earlier date, the “Effectiveness Deadline”); and (iii) use our commercially reasonable efforts to keep the registration statement continuously effective under the Securities Act until the earlier of (A) the date when all of the shares covered by such registration statement have been sold, and (B) the date on which all of the shares sold to the Purchasers pursuant to the Purchase Agreement cease to be covered under the PIPE Registration Rights Agreement pursuant to the terms set forth therein, including, with respect to shares held by non-affiliates of the Company, the date which such shares become eligible for resale without restriction and without the need for current public information pursuant to any section of Rule 144 (or any similar provision then in effect) under the Securities Act (such period, the “Effectiveness Period”). We also agreed to pay certain fees to each Purchaser if we fail to meet certain of our obligations under the PIPE Registration Rights Agreement, including our obligation to file the resale registration statement by the Mandatory Shelf Filing Date and our obligation to cause such resale registration statement to be declared effective by the Effectiveness Deadline. The foregoing summary of the PIPE Registration Rights Agreement is qualified in its entirety by reference to the full text of the PIPE Registration Rights Agreement, which is discussed further in “Potential Payments Upon Termination or Change in Control”included as Exhibit 10.1 to the our Current Report on page 52. As Mr. Vincent served the Company as President at December 31, 2014, he is a Named Executive Officer as discussed in this proxy statement. Form 8-K (File No. 001-08754) filed on February 1, 2017.   2019 Proxy Statement  SilverBow Resources, Inc. | 15 2015 Proxy Statement     | 17Table of Contents 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:March 1, 2019:   Name and Address of Beneficial Owner   Amount and Nature of Beneficial Ownership (# of shares)     Percent of Class                 Strategic Value Partners, LLC 100 West Putnam Avenue Greenwich, CT 06830     4,476,462 (1)     38.2 % DW Partners LP and DW Investment Partners, LLC 590 Madison Avenue, 13th Floor New York, NY 10022     1,820,053 (2)     15.5 % UBS Group AG Bahnhofstrassse 45 P.O. Box CH-8098 Switzerland     1,012,542 (3)     8.6 % BOF Holdings IV, LLC 1450 Brickell Avenue 31st Floor Miami, FL 33131     840,147 (4)     7.2 % Pentwater Capital Management, LP 614 Davis Street Evanston, IL 60201     639,750 (5)     5.5 % ______________ (1) Based on a Schedule 13D/A dated January 22, 2017, and filed January 24, 2017, and a Form 4/A filed July 13, 2017, 4,476,462 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 Situations III-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 reported that it directly owns 3,655,319 shares and directly holds 805,000 shares of the Company 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. Strategic Value Partners, LLC is a Consenting Noteholder under the Director Nomination Agreement as discussed above under “Continuing Members of the Board of Directors—Related-Party Transactions—Director Nomination Agreement.” Name(2) Based on a Schedule 13G/A dated December 31, 2018, and Addressfiled February 14, 2019, jointly filed in accordance with SEC Rule 13d-1(b) by both DW Partners, LP and DW Investment Partners, LLC (together the “DW Group”), the DW Group holds shared voting and dispositive power with respect to all shares reported. DW Group is a Consenting Noteholder under the Director Nomination Agreement as discussed above under “Continuing Members of Beneficial Owner Amount and Nature the Board of Beneficial Ownership (# of shares) Percent of Class Directors—Related-Party Transactions—Director Nomination Agreement.” FMR LLC 245 Summer Street Boston, Massachusetts 02210(3) 4,888,700 (1) 11.0 %  BlackRock, Inc. 40 East 52nd Street New York, New York 10022 4,087,598 (2) 9.2 %  Franklin Resources, Inc. One Franklin Parkway San Mateo, California 94403-1906 3,584,040 (3) 8.1 %  First Trust Portfolios L.P. 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187 3,052,323 (4) 6.9 %  Schneider Capital Management Corporation 460 E. Swedesford Road, Suite 2000 Wayne, Pennsylvania 19087 2,847,786 (5) 6.4 %  The Vanguard Group, Inc. 100 Vanguard Boulevard Malvern, Pennsylvania 19355 2,365,502 (6) 5.3 %  Dimensional Fund Advisors LP Building One 6300 Bee Cave Road Austin, Texas 78746 2,351,876 (7) 5.3 %  (1) Based on a Schedule 13G dated December 31, 2018, and filed February 13, 2015, FMR LLC is a parent holding company15, 2019, jointly filed in accordance with SEC Rule 13d-1(b)(1)(ii)(G) by UBS Group AG directly and ason behalf of December 31, 2014,its wholly-owned subsidiaries: UBS AG London Branch, UBS Securities LLC, UBS Financial Services, Inc, and UBS Switzerland AG (collectively “UBS”), UBS 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 13G13G/A dated January 12, 2015, BlackRock, Inc. is a parent holding companyDecember 31, 2018, and filed February 8, 2019, jointly filed in accordance with SEC Rule 13d-1(b)(1)(ii)(G) by BOF 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 as of December 31, 2014,Anthony A. Tamer (together, the “BOF Group”), the BOF 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. BOF Group is a Consenting Noteholder under the Director Nomination Agreement as discussed above under “Continuing Members of the Board of Directors—Related-Party Transactions—Director Nomination Agreement.” (3) (5) Based on a Schedule 13G13G/A dated December 31, 2018, and filed February January 27, 2015, Franklin Resources, Inc. (“FRI”) is a parent holding company14, 2019, filed in accordance with SEC Rule 13d-1(b)(1)(ii)(G). The securities reported are beneficially owned by one or more open- or closed-end investment companies or other managed accounts that are investment management clients of investment managers that are direct and indirect subsidiaries (each, an “Investment, Pentwater Capital Management, Subsidiary”) of FRI, including the Investment Management Subsidiaries listed below. When an investment management contract (including 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 of December 31, 2014, haveLP holds sole voting and dispositive power with respect to 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. 18 |  2015 Proxy Statement (4) Based on a Schedule 13G dated January 21, 2015, filed jointly byall shares reported. 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 holdshares reported include warrants to purchase 1,698 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 sharescommon stock 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, SchneiderPentwater 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,a Consenting Noteholder under the Director Nomination Agreement as discussed above under “Continuing Members 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.the Board of Directors—Related-Party Transactions—Director Nomination Agreement.” 16 |  SilverBow Resources, Inc. 2019 Proxy Statement 2015 Proxy Statement     | 19Table of Contents Security Ownership of Management The following table sets forth information concerning the common stock 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:March 1, 2019. The address of the individuals below, unless otherwise indicated, is 575 North Dairy Ashford, Suite 1200, Houston, Texas 77079.   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                     Marcus C. Rowland   Chairman of the Board     68,714       — (2) Michael Duginski   Director     32,120       — (2) Gabriel L. Ellisor   Director     32,120       — (2) David Geenberg(3)   Director     —       — (2) Christoph O. Majeske(3)   Director     —       — (2) Charles W. Wampler   Director     32,120       — (2) Sean C. Woolverton   Chief Executive Officer and Director     14,210       — (2) G. Gleeson Van Riet   Executive Vice President and Chief Financial Officer     9,679       — (2) Steven W. Adam   Executive Vice President and Chief Operating Officer     7,885       — (2) Christopher M. Abundis   Senior Vice President, General Counsel and Secretary     42,888       — (2) All executive officers and directors as a group (10 persons)         239,736       2.0 % _________________ (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 a security, with the exception of 35,00012,529 shares owned by Mr. Smith placedEllisor in a margin account. The amounts include shares acquirable within 60 days of February 13, 2015,March 1, 2019, by vesting of restricted stock awardsRSUs or exercise of stock options granted under the Company’s stockSilverBow Resources' equity plans. No individual in the table wasThe following were entitled to receive shares from restricted stockRSU awards within 60 days of February 13, 2015, and the following were entitled to shares through the exercise of stock options during the same period:within 60 days of March 1, 2019: Mr. Swift — 341,791,Duginski - 7,244 RSUs, 12,347 stock options; Mr. Vincent — 267,300,Ellisor - 7,244 RSUs, 12,347 stock options; Mr. Heckaman — 154,193,Wampler - 7,244 RSUs, 12,347 stock options; and Mr. Banks — 150,400, Mr. Tomberlin — 42,800, and all executive officers and directors as a group — 956,484.Abundis - 3,783 RSUs, 22,886 stock options. (2) Less than one percent. (3) Messrs. Bruckmann and Saxton became Each of these directors effective February 16, 2015, on which date they were each granted 3,200 shares of Common Stockis 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 the effective date of the above table. (4) Mr. SmithSVP, each (i) disclaims beneficial ownership asof the shares owned by SVP and its affiliates, and (ii) has elected not to 1,000 shares held in a Roth IRA for the benefit of Mr. Smith’s son.receive equity awards granted to other non-employee directors. 2019 Proxy Statement  SilverBow Resources, Inc. | 17 20 |    2015 Proxy StatementTable of Contents EXECUTIVE OFFICERS The In 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 of Directors” and information regarding Bruce H. Vincent, retired President, is set forth previously in this proxy statement under “Retired President and Director.Directors.” Set forthShown below is certain information, as of the date of this proxy statement, concerning the other executive officers of the Company. Robert J. Banks, 60, Christopher M. Abundis, 41, was appointed Senior Vice President, General Counsel and Secretary of SilverBow Resources 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 served the Board of Directors as Secretary of the Company 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 Counsel. He was an officer of SilverBow Resources 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. Steven W. Adam, 64, was appointed Executive Vice President and Chief Operating Officer in February 2008. From 2006 to 2008, he served asof SilverBow Resources on November 6, 2017. Mr. Adam leads the Company’s operations and asset management efforts, including Reserve Reporting, Land Management, Supply Chain, Regulatory and Health Safety & Environmental functions. He was previously the Senior Vice President — Internationalof Operations of Sanchez Oil and Strategic Ventures. Mr. Banks has also served asGas, where he held a series of positions of increasing responsibility from May 2013 until July 2017, including Vice President — International Operations of the Company’s subsidiary, Swift Energy International, since he joined the Company in 2004.Operations—Eagle Ford. Mr. BanksAdam has 38over 40 years of experience in both U.S. and internationalupstream exploration and production activities. His responsibilities have included exploration, development, exploitation and acquisition projects. Priorpetroleum services experience with both major and independent companies. He brings to joining Swift Energy,the Company his unconventional resource management experiences with Sanchez Oil and Gas and Occidental Petroleum. 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 the degree ofAdam received a Bachelor of Science.Science degree in Chemical Engineering from Montana State University, Master of Business Administration from Pepperdine University and Advanced Management Certificate from the University of California – Berkley. Alton D. Heckaman, Jr. G. Gleeson Van Riet, 58,50, was appointed Executive Vice President of Swift Energy in November 2004 and Chief Financial Officer in August 2000.of SilverBow Resources on March 20, 2017. He serves as the Company’s principal financial officer and principal accounting officer under SEC guidelines. Mr. HeckamanVan Riet was previously served as Senior Vice President — Finance from August 2000 until November 2004 and served in other progressivethe Chief Financial Officer of Sanchez Energy Corporation, where he held a series of positions of increasing responsibility since joiningfrom 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 Company in 1982.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 isearned a Certified Public Accountantdual Bachelor of Arts and holdsBachelor of Science from the degreesUniversity of BachelorPennsylvania and a Master of Business Administration in Accounting and Master offrom the Harvard Business Administration.School. Steven L. Tomberlin, 57, was appointed Senior Vice President — Resource Development and Engineering in February 2012. 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. Prior to joining the Company, Mr. Tomberlin held key positions with BP Production America as Director — Decommissioning from February 2008 to October 2008 and as Manager — Operations Technical Group from January 2005 to January 2008. He has over thirty years of experience in the oil and gas industry in the areas of exploration and development of properties in the Mid-Continent, Gulf Coast onshore and Gulf of Mexico regions. Mr. Tomberlin holds the degree of Bachelor of Science in Chemical Engineering. 18 |  SilverBow Resources, Inc. 2019 Proxy Statement   2015 Proxy Statement   | 21 PROPOSAL 2 — TO AMEND THE SECOND AMENDED AND RESTATED 2005 SWIFT ENERGY COMPANY STOCK COMPENSATION 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) Executive Summary Shareholders are being asked to approve an amendment to The Second Amended and Restated Swift Energy Company 2005 Stock Compensation Plan (the “2005 Plan”) that would:   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 numberTable of Awards that a Participant may receive during a single calendar year as described herein.Contents Increase in Number of Shares Available for Issuance We are seeking shareholder approval to increase the number of shares of the Company’s common stock available under the 2005 Plan for award by 1 million shares. The 2005 Plan is designed to offer equity-based incentive awards and cash incentives to our employees, thereby providing a proprietary interest in pursuing the long-term growth, profitability and financial success of the Company. The 2005 Plan is broad-based and designed, as a general matter, to grant equity awards on an annual basis to a majority of the Company’s employees, although future grant awards and grant recipients have not been determined. Therefore, the number, amount and type of awards 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 of March 2015, approximately 75% of Swift Energy’s current employees have received Awards 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%; We do not allow repricing of any Awards, including Stock Options; and We do not have an evergreen provision, that would allow for automatic replenishment of available shares to the 2005 Plan without shareholder approval. Code Section 162(m) LimitationEXECUTIVE COMPENSATION At this time, we do not anticipate any material changes to our compensation program design or practices either at the executive level or 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. The 2005 Plan currently limits the number of shares that may be awarded to any 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, the maximum amount of cash payable to any one Participant during a calendar year with respect   22 |  2015 Proxy Statement to such Awards shall not exceed the equivalent of 200,000 shares of Common Stock. Approval of this proposal constitutes approval 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. Shares Subject to 2005 Plan When 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 stock in respect of which Awards could be granted under the 2005 Plan (the “Plan Maximum”) is currently 9,550,000 shares in a “fungible pool” of shares. The pool 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 under 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 Named Executive Officer limits) are subject to appropriate adjustment in the event of a reorganization, stock split, stock dividend, merger, consolidation or other change in capitalization of the Company affecting its common stock. 2015 Proxy Statement   | 23 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). 24 |  2015 Proxy Statement Incentive Stock Options Options designated as ISOs within the meaning of Section 422 of the Code, together with the regulations promulgated thereunder, may be granted under the 2005 Plan up to the ISO Limit. To the extent that any 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 as may be imposed by the Code, such excess portion shall be treated as a validly granted NSO. ISOs shall be exercisable for such periods 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 after the grant of a Stock Option, the Compensation Committee may reduce or eliminate any restrictions on any Participant’s right to exercise all or part of the Stock Option, subject to any restrictions set forth in the 2005 Plan. Option Exercise Prices Stock Options may only be issued at an exercise price that is at least 100% of 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% 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 anniversary 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 intended to qualify as a performance-based Award under Code Section 162(m) to fail to so qualify. 2015 Proxy Statement   | 25 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 evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the shares subject to a Stock Option, notwithstanding the exercise of the Stock Option. Transferability The Compensation Committee may allow transfers of Awards to family members, trusts and partnerships for their benefit or owned by them, or to charitable trusts. Awards held by transferees are subject to the same restrictions and forfeiture upon termination of employment applicable to the original holder of 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 described 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% 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. Stock Appreciation Rights Under the 2005 Plan, the Compensation Committee may grant an Award of SARs that entitles a Participant 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). 26 |  2015 Proxy Statement 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 2015 Proxy Statement   | 27 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). 28 |  2015 Proxy Statement 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 price of the option. A Participant’s tax basis in common stock received on exercise of a Nonqualified 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) of the Code to have the Award taxed as compensation income at the date of receipt, with the result that any future appreciation (or depreciation) in the value of the shares granted will 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 between the fair market value of the stock at grant and the amount paid for the grant. If the Participant does not make a Section 83(b) election, the grant will be taxed as compensation income at the full fair market value on the date that the restrictions imposed on 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 provisions of Section 162(m) of the Code. Restricted Unit Grants Participants generally do not recognize income for federal income tax purposes 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. 2015 Proxy Statement   | 29 Stock Appreciation Rights 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 compensation in excess of $1 million paid to the Company’s Chief Executive Officer or any 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., 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 and shareholder approval of the performance goals every five years, 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 in 30 |  2015 Proxy Statement clause (a) and the Cash Award shall be subject only to the limitation in clause (b). The 2005 Plan limitations shall be construed so as to comply with Section 162(m) 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) 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 purposes of the 2005 Plan, the term “Qualifying Performance Criteria” shall mean any one or more of the following performance criteria, either individually, alternatively or in any combination, applied to either the Company as a whole or to a business unit, subsidiary or business segment, either individually, alternatively or in any combination, and measured either annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to results over a previous period or to a designated comparison group, in each case as specified by the Compensation Committee 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 intended to satisfy 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 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 Compensation Committee to exercise discretion to reduce payment amounts following the conclusion of the performance period). Certification Prior to the 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, the number of shares of Common Stock, Stock Options or other benefits granted, issued, retainable and/or vested under an Award on account of satisfaction of such Qualifying Performance Criteria may be reduced by the Compensation Committee on the basis of such further considerations as the Compensation Committee in its sole discretion shall determine. Section 409A and Deferred Compensation Treatment Under Section 409A of the Code, certain Awards under the 2005 Plan may be nonqualified deferred compensation. Section 409A of the Code imposes on persons with nonqualified deferred compensation that do 2015 Proxy Statement   | 31 not meet the requirements of Section 409A of the Code (i) taxation immediately upon vesting of the nonqualified deferred compensation and earnings thereon (regardless of whether the compensation is then paid); (ii) interest at the underpayment rate plus 1%; and (iii) an additional 20% tax. To the extent applicable, we intend that Awards granted under the 2005 Plan be exempt from or comply with Section 409A of the Code but make no representation or warranty to that effect. Tax Consequences to the Company The Company is not allowed a federal income tax deduction on the grant or exercise of an Incentive Stock Option or the disposition, after the required holding period, of shares acquired by exercising an Incentive Stock Option. On a disqualifying disposition of such shares, the Company 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, subject to certain limitations imposed under the Code. Tax Withholding The Company may deduct or withhold from any award granted or payment due under the 2005 Plan the amount of any withholding taxes due in respect of the award or payment and to take certain other action as may be necessary to satisfy all obligations for the payment of applicable withholding taxes. A Participant who exercises an Incentive Stock Option is 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. Equity Compensation Plan Information The following table provides information as of December 31, 2014, regarding shares outstanding and available for issuance under the Company’s existing stock compensation and employee stock purchase plans:      (a)      (b)      (c)   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))   Equity compensation plans approved by security holders      1,332,190       $ 34.02         2,132,955 (1)  Equity compensation plans not approved by security holders      —         $ —           —                                 Total      1,332,190       $ 34.02         2,132,955                               (1) Includes 318,027 shares remaining available for issuance under the Swift Energy Company Employee Stock Purchase Plan and 1,814,928 under the 2005 Plan. 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 2005 Plan to increase the 32 |  2015 Proxy Statement 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). 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 2005 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). 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 a non-vote. Abstentions will be considered as votes cast and will have the same effect as votes against the proposal, but broker non-votes will not affect the outcome of the voting on the proposal. The Board of Directors unanimously recommends that shareholders vote “FOR” amending the Second Amended and Restated Swift Energy Company 2005 Stock Compensation 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). 2015 Proxy Statement   | 33 EXECUTIVE COMPENSATION Compensation Discussion and Analysis (“CD&A”) Named Executive OfficersSummary In this proxy statement, our Named Executive Officers (“NEOs”) are: Terry Swift, Chief Executive Officer and President (CEO); Alton Heckaman, Executive Vice President and Chief Financial Officer (EVP & CFO); Robert Banks, Executive Vice President and Chief Operating Officer (EVP & COO); Steven Tomberlin, Senior Vice President — Resource Development and Engineering (SVP-RDE); and Bruce Vincent, Retired President (effective February 15, 2015), who although not an officer or employee as of date of this proxy, for purposes of this proxy statement is included as an NEO under applicable SEC regulations.fiscal year 2018 are: Executive Summary Oil and Gas Prices · Sean C. Woolverton, Chief Executive Officer and Director (“CEO”); · G. Gleeson Van Riet, Executive Vice President and Chief Financial Officer (“EVP & CFO”); · Steven W. Adam, Executive Vice President and Chief Operating Officer (“EVP & COO”); and · Christopher M. Abundis, Senior Vice President, General Counsel and Secretary (“SVP, GC & SEC”). Oil and gas prices dropped approximately 50% from July 1 to year-end 2014 to a low below $45 in March 2015. Although we have seen commodity prices collapse in our industry in the past, the speed of this most recent price decline, coupled with a slower decline in the costs for oil and gas services, has significantly affected our business since October 2014, which is inclusive of the period during which decisions were made regarding many aspects of our 2014 and 2015 executive compensation programs. We have cut our capital expenditures budget for 2015 by 70% over 2014, we have reduced our workforce significantly and we have targeted reducing our costs of 2015 operations by 15% to 30% from 2014 levels. As described later in this CD&A, although many of the metrics tied to 2014 incentive compensation were achieved, the Compensation Committee determined that annual cash bonuses for all officers be significantly reduced or eliminated, including that the CEO’s bonus be 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 theOur 2018 executive compensation program described in this CD&A, which was designed by the Compensation Committee and adopted in 2013.to align our executives’ financial interests with those of our shareholders. The primary design objective of the executive compensation program continues to be that a significantlargest portion of an executive’sour executives’ compensation is tiedat-risk incentive compensation, which is directly correlated to the operational and financialachievement of specific key performance of Swift Energy. More extensive details of this design are provided later in this CD&A; however, the following highlights certain actions taken by our Compensation Committee related to 2014 compensation:indicators (“KPIs”) that over time will create value for SilverBow Resources shareholders.   For 2014,We actively listen to our CEO was grantedstakeholders and the investment community to ensure that the components and metrics in our incentive programs are aligned with the long-term equity incentives, of which 70% were Performance Restricted Stock Units (“Performance RSUs”) and 30% were time-based restricted stock awards; the Performance RSUs would only vest if threshold levels of certain operational and financial metrics were met using a 3-year performance measurement period; All other NEOs were granted similar long-term equity incentives, of which 50% were Performance RSUs and 50% were time-based restricted stock awards; and A formulaic annual incentive cash bonus program 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, the Compensation Committee reduced the 2014 bonuses of the CEO and CFO to zero and reduced cash bonuses for the other NEOs substantially due to the current operating environment caused by the significant decline in oil and gas prices. Pay-for-Performance Philosophy Our executive compensation program is designed to reward our officers, including our NEOs, for creating long-term value for Swift Energy’s shareholders. This approach allows us to incentivize our executives for 34 |  2015 Proxy Statement delivering value to shareholders while reducing or eliminating certain compensation if we do not achieve our performance goals. Although we are not 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 objectiveinterests 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. Overshareholders. We have considered the last five years, our NEOs’ compensation has generally tracked the performancesizable shareholder support 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 alignedfor the prior two years, with over 95% and 98% of shareholders voting approving our compensation programs for the 2017 and 2016 fiscal years, respectively. In the short-term, we set annual KPIs each NEO’s compensation withyear that incentivize our shareholders’ interests. As an illustration of this principle, the following chart tracksexecutives to focus on our CEO’s Total Annual Compensation with changes in our stock price over the last five years: “Total Annual Compensation” includes all cash compensation received from salarybusiness and bonusoperational plans and allow SilverBow Resources to make meaningful progress towards those goals. Our 2018 objectives are set out below 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 thehighlights on our achievements in meeting these objectives that, as discussed later, led to an annual cash bonus paidpayout for each calendar year, typically paid in the first quarterour NEOs of the following year.103.75% of their target. “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. 2018 Objectives 2015 Proxy Statement   | 35 Highlights 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 similar to those in previous years and include base salary, annual incentive cash bonus and long-term equity incentives, a substantial portion of which, for 2013 and 2014, are performance-based equity awards. EBITDA/ Production Growth · Accelerate growth through expanded capital program þ Added 2nd drilling rig, production growth of 42% from 2Q18 to 4Q18 · Achieve Adjusted EBITDA margin > 65% þ FY18 Adjusted EBITDA margin of 65% · Demonstrate strong Adjusted EBITDA growth in 2H18 and into 2019 Componentþ FY18 Adjusted EBITDA of $168.4 million, 38% increase year over year Cost Control · Target lease operating expense (“LOE”) of < $0.25/Mcfe þ 4Q18 LOE of $0.23/Mcfe · Target all-in cash operating expense of <$1.10/Mcfe(1) þ 4Q18 all-in cash operating expense of $0.92/Mcfe(1) · Target breakeven < $2.25/Mcfe in Eagle Ford gas play þ Drilling program achieving $1.75 - $2.25/Mcfe in 2018 Resource Delineation · Optimize Upper Eagle Ford development in Webb County þ 12 Upper Eagle Ford wells drilled as of February 28, 2019, with average of the last six in-line with Webb County type curve · Delineate 60,000 gross acre position in Southern Eagle Ford gas window þ 18 wells drilled as of February 28, 2019; actively testing landing targets and stimulation designs Balance Sheet Discipline · Optimize asset porfolio through divestitures on non-core assets þ Reduced well count 56% with AWP Olmos sale, a non-core asset · Maintain strong liquidity position þ Borrowing base increased in fall 2018 to $410 million, providing ample liquidity (1) All-in operating expenses comprised of lease operating expenses, cash general and administrative expenses, transportation and processing expenses, and production taxes 2019 Proxy Statement  SilverBow Resources, Inc. | 19 Table of Contents Overview of Compensation Program Compensation Philosophy and Elements In 2017, with the assistance of FW Cook, our Compensation Committee laid the groundwork for a return to a more formal executive compensation program at SilverBow Resources following transitional and transformational years. In 2018, with the assistance of FW Cook, our Compensation Committee sought to incorporate an additional element of performance into our executive compensation program, while also building an overall executive compensation program focused on: Compensation Foundational Objectives How We Accomplish These Objectives Attract and retain top industry talent · Benchmark compensation against industry competitors for executive talent · Provide a competitive compensation package that generally targets the market median for total direct compensation · Grant long-term incentives that vest over multiple years Emphasize pay for performance · The majority of executive compensation is delivered in the form of variable, at-risk compensation · Payouts under our annual incentive cash bonus program are based on a formulaic scorecard with pre-established bonus metrics · 50% of our ongoing long-term incentive program is delivered in the form of performance-based long-term incentives Align executive compensation with creation of shareholder value · The largest portion of executive compensation is delivered in the form of equity · Payouts under our performance stock units (and a portion of the annual cash bonus program) are based on the Company’s total shareholder return performance relative to peers; in the event of negative total shareholder return, payouts under the performance stock units (and a portion of the annual cash program) are capped at target · The metrics under our annual incentive cash bonus program align with our key business objectives, which we believe will lead to the creation of shareholder value 20 |  SilverBow Resources, Inc. 2019 Proxy Statement Table of Contents In setting up the SilverBow Resources program for 2018, with the assistance of FW Cook, the Compensation Committee designed a compensation program around the compensation elements described in the table below. Because we are a growth-stage company, long-term equity incentives have been emphasized to attract and retain our executive officers, including performance awards with cliff vesting schedules and time-based stock options that will only have value if the stock price appreciates over the grant date exercise price. Component Type of Payment/Benefit Purpose Base Salary · Fixed cash payment to NEO, generally eligible for annual increase · Attract and retain talent; designedtalent · Designed to be competitive with those of comparable companies Annual Incentive Cash Bonus ·  Annual 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 BOEKPIs · Reward for executing 2018 objectives Long-term Equity Incentives 3-year cliff Performance RSUs and time-vested · Time-based restricted stock awards units (“RSUs”) and time-based stock options Align NEO · Represent the largest portion of an NEO’s compensation with that of our · Performance share units (“PSUs”) · Create strong linkage between executives’ and shareholders’ long-term shareholders; Performance RSUs vest at levels corresponding to the achievement of the following metrics:interest •    3-year Relative TSR •    3-Year Relative Return on Capital Employed (“ROCE”) · Serves as a strong attraction and retention mechanism 2014Compensation Governance The Compensation Committee is focused on creating a best in class executive compensation program. In order to accomplish this, we incorporate the compensation practices and avoid the compensation pitfalls outlined below. What We Do What We Don’t Do þ Pay for performance – the majority of pay is at risk and based on Company performance x Provide excise tax gross-ups to executives þ Balance short-term and long-term performance in our compensation x Allow backdating or repricing of stock options þ Use an independent compensation consultant x Allow “single trigger” cash payments upon a change-in-control þ Maintain stock ownership requirements x Provide excessive perquisites þ Conduct an annual say-on-pay vote x Allow for hedging of Company stock 2018 NEO Compensation In 2013, Elements making up the 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 orderpackage 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 among the primary compensation components is set forth in the chart2018 are further detailed below and was based upon the following: (1) base salary during 2014, (2) target annual incentive cash bonus for 2014 and (3) long-term equity incentive awards made up of time-vested restricted stock 36 |  2015 Proxy Statement awards and Performance RSU awards that were granted at the beginning of 2014 (assuming Performance RSUs vest at target levels). Additionally, the chart presents amounts actually 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 The actual amounts received in 2014 (i.e. base salary and annual cash bonus) are the amounts reflected in the Summary Compensation Table andalong with the reasoning and basis for the approved compensation decisionsdecisions. The actual amounts earned or granted in 2018 are described below. Through the datereflected in “Summary Compensation Table” of this proxy statement,statement. 2019 Proxy Statement  SilverBow Resources, Inc. | 21 Table of Contents 2018 Base Salary Each of our NEOs received a base level of income, which is set based on an individual’s responsibility, performance and career experience along with the current market conditions. FW Cook provided our Compensation Committee with market data on the base salaries of NEOs at reasonably comparable peers and the level of base compensation required to retain our NEOs and their leadership and expertise at the Company in a competitive industry and location for such talent. In the aggregate, our NEOs’ base salaries were set between the 25th percentile and the median of market data for 2018. The following are the base salaries in 2017 and the base salary increases in 2018, due to market and cost of living adjustments: Named Executive Officer   2017 Base Salary     2018 Base Salary     % Change   Sean Woolverton, CEO   $ 550,000     $ 570,000       4 % Gleeson Van Riet, EVP & CFO   $ 370,000     $ 390,000       5 % Steve Adam, EVP & COO*   $ 390,000     $ 390,000       0 % Chris Abundis, SVP, GC & SEC   $ 315,000     $ 335,000       6 % _______________  * Mr. Adam’s base salary as our Executive Vice President and Chief Operating Officer was not increased in 2018, as he had recently joined the Company in November 2017. 2018 Annual Incentive Cash Bonus Similar to base salaries, the annual incentive cash bonus targets for our executives were set at the levels listed below by the Compensation Committee has notafter reviewing market data for our peer group. Named Executive Officer 2018 Target Bonus (% of Base Salary) Sean Woolverton, CEO 100 % Gleeson Van Riet, EVP & CFO 75 % Steve Adam, EVP & COO 85 % Chris Abundis, SVP, GC & SEC 70 % Our cash incentive compensation program for 2018 was approved salary increases for NEOs since February 2013. Theby the Compensation Committee also utilized negative discretion and approved minimal 2014 annual incentivethe Board, and was composed of the following KPIs. Incentive cash bonuses for 2018 for our NEOs. As illustrated in the above chart, the CEO did not receive a bonus for 2014 performance. The 2014 long-term equity incentive awards (Performance RSUs and time-vested restricted stock awards) were granted in February 2014 by our Compensation Committee and, as reflected in the chart above, make up the most prominent componentNEOs (and all 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 calculatedemployees), were based on the expected probable outcome “grant date fair value,” usingfollowing performance matrix:     Production (MMCFE/D)(1)     Adjusted EBITDA ($MM)(2)     TSR (Relative Performance) (3)     CTD ($/MCF)(4)     Total Operating Expense ($/MCF)(5)     Scorecard Payout   HS&E (TRIR) Scaler)(6)         Overall Bonus Payout   Weighting     20 %     20 %     20 %     20 %     20 %       0.9 - 1.1                                                                           Threshold     175     $ 140       25 %   $ 0.90     $ 1.16         No Cat. Event             Expected (Target)     191     $ 158       50 %   $ 0.75     $ 1.07           0.45             Stretch     210     $ 190       90 %   $ 0.65     $ 0.98           0.25                                                                             SilverBow 2018 Performance     185     $ 168       75.7 %   $ 1.05     $ 0.99           0.38                                                                             Payout(7)     16.3 %     26.5 %     20.0 %     0.00 %     37.5 %   100.3%   x 1.04     =     103.75 % _____________ (1) Production is the annual net sales during the performance period. For 2018, Production was 185 MMCFE/D. Performance for this metric was between the threshold and expected levels and yielded a 16.3% payout. (2) Adjusted Earnings Before Interest Taxes, Depreciation and Amortization (“Adjusted EBITDA”) was $168 million and yielded a 26.5% payout for this metric for performance between expected and stretch levels. (3) Total Shareholder Return (“TSR”) is measured relative to the Company’s performance peer group. The companies in our performance peer group were chosen due to their focus on the Eagle Ford and the majority are different than our 2018 compensation peer group, as described later in this CD&A. Our performance peers for 2018 included: Abraxas Petroleum; Carrizo Oil & Gas; EP Energy; Lonestar Resources; Penn Virginia; Sanchez Energy; SM Energy; Sundance Energy; and WildHorse Resource. The Company finished at approximately the 76th percentile of its peers, which was performance between the expected and stretch levels, but only yielded a 20% payout given the SilverBow Resources equity return was less than 0%. (4) Cost to Develop (“CTD”) is the working interest capital spent to develop the Company’s net reserves. The Company’s CTD was $1.05/MCF, which was the only KPI metric to fall below threshold performance and, as a result, yielded no payout for this metric. (5) Total Operating Expense is comprised of: lease operating expenses, transportation and production expenses, taxes, general and administrative expenses and the basis (price differential to commodity price hub). The Company’s Total Operating Expense for 2018 was $0.99, which fell between the expected and stretch metrics and yielded a 37.5% payout for this metric. (6) 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 yielded a 1.04 multiplier to the overall KPI cash bonus payout. (7) All KPI metric payouts as described are rounded for purposes of the above chart to one or two decimals. 22 |  SilverBow Resources, Inc. 2019 Proxy Statement Table of Contents Each KPI metric selected was intended to incentivize NEOs (and all eligible employees) to achieve near-term operational and financial objectives critical to building out the groundwork for our overall long-term mission and business goals. For 2018, these goals focused on cost optimization and developing our assets and resources to perform at their full potential. This included operating in a Monte Carlo simulation.cost-effective and safe manner while simultaneously decreasing our business expenses to position the Company as a low-cost Eagle Ford operator. Our performance results, along with our commitment to financial discipline, will continue to enable us to grow and achieve long-term success. The actual amount that would be realized byweight of each metric established its overall importance, with the recipient of these long-term equity incentive awards (assuming the performance period ended on December 31, 2014) would be lower dueHS&E TRIR metric acting as a multiplier to the Company’s actual performance. For instance,overall cash bonus opportunity. Each KPI, coupled with the “grant date fair value” disclosed inminimum and maximum cash bonus opportunity range, incentivized our NEOs and employees to focus on all performance metrics and prevented any one metric from yielding a payout inconsistent with 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 2intent of the Grants of Plan-Based Awards Table); however, the realizable value of thosecash bonus program. 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 any metric resulted in no credit awarded for that metric. Performance at or above the threshold level on any metric resulted in computing the linearly interpolated results achieved for such given metric. Each NEO received a 2018 annual incentive cash bonus under this program, which was paid at 103.75% of the individual NEO’s target bonus due to successful performance with respect to our collective KPIs. In 2018, SilverBow Resources achieved greater than threshold performance on all KPIs but one, Cost to Develop. Our NEOs received bonus payouts under this program in the following amounts: Named Executive Officer   2018 Target Bonus     2018 Actual Bonus     Payout (as a % of Target)   Sean Woolverton, CEO   $ 570,000     $ 591,375       103.75 % Gleeson Van Riet, EVP & CFO   $ 292,500     $ 303,469       103.75 % Steve Adam, EVP & COO   $ 331,500     $ 343,931       103.75 % Chris Abundis, SVP, GC & SEC   $ 234,500     $ 243,294       103.75 % 2018 Long-Term Equity Incentives · 2018 Annual Long-Term Equity Incentive In 2018, our executives received two separate long-term equity incentive grants. The first grant, awarded in February 2018, was part of SilverBow Resources’ standard annual review and was granted in accordance with our NEOs’ employment agreements. Our executives received long-term equity incentive awards in the form of time-based RSUs and PSUs. For all NEOs, the mix of the annual equity award was 50% time-based RSUs and 50% PSUs (based on the target number of PSUs subject to the award). The RSUs vest annually over three years and the PSUs cliff vest following three years, based on the Company’s total shareholder return performance relative to its performance peer group. In the event that absolute total shareholder return is negative for the three-year performance period, payouts under the PSUs will be capped at target. Our executives received annual long-term equity awards in the following amounts, which are shown at the target level for the PSUs:   2018 Annual Long-Term Equity Grants   Total Shares Granted Grant Date Value of Shares Granted   Target Value of Shares Granted*   Named Executive Officer   RSUs     PSUs     Total     RSUs     PSUs     Total   Total   Sean Woolverton, CEO     10,000       10,000       20,000     $ 276,600     $ 416,600     $ 693,200     $ 570,000   Gleeson Van Riet, EVP & CFO     6,900       6,900       13,800     $ 190,854     $ 287,454     $ 478,308     $ 390,000   Steve Adam, EVP & COO     6,900       6,900       13,800     $ 190,854     $ 287,454     $ 478,308     $ 390,000   Chris Abundis, SVP, GC & SEC     4,200       4,200       8,400     $ 174,972     $ 116,172     $ 291,144     $ 234,500   _____________  * In accordance with our executives’ employment agreements, the aggregate target value of the annual equity award for each NEO is approximately 100% of base salary for Messrs. Woolverton, Van Riet and Adam, and approximately 70% for Mr. Abundis. Accordingly, the target value of the 2018 annual long-term equity grant for each NEO was: Mr. Woolverton - $285,000 time-based RSUs and $285,000 PSUs; Mr. Van Riet - $195,000 time-based RSUs and $195,000 PSUs; Mr. Adam - $195,000 time-based RSUs and $195,000 PSUs; and Mr. Abundis - $117,250 time-based RSUs and $117,250 PSUs. 2019 Proxy Statement  SilverBow Resources, Inc. | 23 Table of Contents · 2018 Special Long-Term Equity Incentive The second long-term equity incentive grant occurred in August 2018. This special grant was a one-time award provided to our NEOs to: (i) reward strong performance and execution following the time that all NEOs joined SilverBow Resources as executive officers in 2017; (ii) bring the compensation of our NEOs more further in line with the median of our peers in light of the below market ongoing annual targets communicated in the executive’s employment agreements; and (iii) allow the executives to realize value in the near-term as the majority of their compensation was delivered in the form of onboarding inducement awards with back-weighted vesting terms. This special grant was awarded by our Compensation Committee, using market data and advice, provided by FW Cook, as a vehicle for SilverBow Resources to retain and further incentivize our executives. Under this special grant, our executives received long-term equity incentive grants in the form of time-based RSUs and time-based stock options. In determining the value of awards and mix between the two metricslong-term equity incentive vehicles granted, the Compensation Committee, in connection with the market data and advice provided by FW Cook, considered the respective position of the NEO, performance of such NEO and peer compensation for that governNEO’s position, where base compensation was determined to be lower than the Performance RSU award.market data. For each NEO, the special grant was approximately 84% time-based stock options and 16% time-based RSUs. The high stock option mix of the special award was designed to strengthen the executive’s alignment with shareholders as these awards will have no value unless the stock price increases above the exercise price. The restrictions on theses RSUs and stock options lapse as to one-third of such shares each year beginning on the first anniversary of the grant date. Our executives received the special long-term equity awards in the following amounts:     2018 Special Long-Term Equity Grants       Total Shares Granted     Grant Date Value of Shares Granted   Named Executive Officer   RSUs     Stock Options     Total     RSUs     Stock Options     Total   Sean Woolverton, CEO     11,389       93,158       104,547     $ 354,653     $ 1,797,741     $ 2,152,394   Gleeson Van Riet, EVP & CFO     3,900       31,902       35,802     $ 121,446     $ 615,637     $ 737,083   Steve Adam, EVP & COO     4,000       32,720       36,720     $ 124,560     $ 631,423     $ 755,983   Chris Abundis, SVP, GC and SEC     5,333       43,626       48,959     $ 166,070     $ 841,884     $ 1,007,954   The value of the equity awards (both the annual and the special, one-time award) represent the most significant component of each NEO’s compensation for 2018 as reported in “Summary Compensation Table” of this proxy statement. In the case of Mr. Woolverton, the total long-term equity awards granted to him during 2018 represent approximately 71% of his compensation reported in “Summary Compensation Table.” As described in more detail in Proposal 3, the Board is seeking shareholder approval for a one-time equity award exchange pursuant to which the stock options and RSUs granted as part of the August 2018 special grant would be cancelled. The original grant of the August stock options and RSUs described above were to bring the compensation of our NEOs more in line with peer annual targets. Rather than a one-off, special award, the Compensation Committee, with the assistance of FW Cook, has determined it to be in the best interest of the Company to more fully change our compensation program going forward to increase the targets of our annual, long-term equity awards made to our NEOs in the future. This analysis illustrateswill bring our NEO compensation program more in line with peers and further align the pay-for-performance principles engrainedinterests of our NEOs and shareholders in our long-term performance. The stock options and RSUs from the August 2018 special awards would be cancelled and replaced with such increased targets under our long-term equity program with a 50/50 mixture of RSUs and PSUs starting in 2019. Process for Administering our Compensation Programs In administering our executive compensation plan, ensuringprogram, the Company is deeply committed to better performance.Compensation Committee considers input from FW Cook, the results of our shareholder advisory vote on executive compensation, and industry peer group market data. 24 |  SilverBow Resources, Inc. 2019 Proxy Statement Table of Contents Role of Independent Compensation Consultant and Use of Benchmarking and Marketplace Data Aon Hewitt, a global professional services firm (“Aon Hewitt” or our “independent compensation consultant”), has served as the The Compensation Committee retains an independent executive compensation consultant, reportingFW Cook, to assist in the development and assessment of our compensation programs and policies. A representative from FW Cook attends Compensation Committee meetings, meets with the Compensation Committee without management present and provides analysis and advice on executive and director compensation levels and plan designs. At the request of the Compensation Committee, the compensation consultant also prepares its own compensation analyses. FW Cook has served as our independent executive compensation consultant since October 31, 2017. FW Cook reports directly to our Compensation Committee, since 2012. Aon Hewitt 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 Hewitt is for companies in the same industry and relatively comparable to Swift Energy. The ultimate executive compensation program design and compensation decisions regarding our NEOs lie in the hands of our Compensation Committee; however, the consultation, peer and position-specific current and historic benchmarking data, and the assessment of our annual 2015 Proxy Statement   | 37 cash bonus and long-term incentive design provided by Aon Hewitt, are important elements in the Compensation Committee’s overall executive compensation decisions. The work of Aon Hewitt hasFW Cook raised no conflicts of interest under the Company’s Conflict of Interest Policy. Role of Shareholder Advisory Vote on Executive Compensation In formulating our executive pay decisions, the Compensation Committee also takes into account the results of our annual say-on-pay vote. Of the shareholders voting in 2018, 95.79% approved SilverBow Resources’ 2017 executive compensation. The Compensation Committee viewed this as a strong endorsement of our executive compensation program for 2017. Role of Industry Peer Group In 2018, the Compensation Committee used a compensation peer group to benchmark its executive compensation programs as further discussed below. A separate performance peer group was used for measuring relative total shareholder return performance as discussed below and under “2018 Annual Incentive Cash Bonus” and “2018 Long-Term Equity Incentives” with respect to the performance stock unit grants. 2018 Compensation Peer Group 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 ourThe Compensation Committee, identifywith the assistance of FW Cook and evaluate pay trends ininput from 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 assistedmanagement, selected 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’s advice and research into consideration in formulating our executive pay decisions for 2014, the Compensation Committee also took into account our last two shareholder say on pay votes. Our independent Compensation Committee believes that the votes cast for approval at these recent meetings demonstrates shareholder support of Swift Energy’s approach to executive compensation, which as further detailed in this CD&A was significantly modified to incentivize our NEOs for Company performance and is on par with peer compensation programs. Industry Peer Group The companies chosen in February 2014 by listed below for 2018. These peers were selected based on the Compensation Committee for purposes of setting 2014 compensation represent companies infollowing criteria: industry classification, public company, exchanges, geographic locations, whether the explorationpotential peer was an operator, and production sector of the energy industry and/or companies that compete in the Company’s core areas of operation for both business opportunitiesfinancial parameters including total revenue, margins asset intensity, market capitalization, enterprise value and talent. The Company’s 2014 peer group selected was as follows: 2014 Peer GroupEBITDA.   Bill Barrett Corp.Abraxas Petroleum Approach Resources Callon Petroleum Carrizo Oil & Gas Clayton Williams Energy Comstock Resources Denbury Resources Energy XXI (Bermuda) Forest Oil KodiakContango Oil & Gas Magnum HunterEclipse Resources NewfieldGastar Exploration OasisGoodrich Petroleum PDCHighPoint Resources Jones Energy Penn Virginia PetroquestResolute Energy Quicksilver Resources Rosetta Resources SMSandRidge Energy Stone Energy Ultra Petroleum W&T OffshoreWildHorse Resource The peer group changes from time 2018 Performance Peer Group Performance under the relative total shareholder return component of the 2018 Annual Incentive Cash Bonus and 2018 PSU awards was, and continues 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 ourmeasured against the following performance peer group. In consultation with Aon Hewitt,choosing our performance peers 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 Energy2018, we generally tried to select other small 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,mid-cap Eagle Ford focused oil 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. gas companies.   38 |    2015 Proxy Statement 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 Abraxas Petroleum Carrizo Oil & Gas EP 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. 2015 Proxy Statement   | 39 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. 40 |  2015 Proxy Statement 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. Lonestar Resources 2015 Proxy Statement   | 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: Penn Virginia Named Executive OfficerSanchez Energy 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 Incentives Other NEO Long-Term Incentives 42 | SM Energy Sundance Energy 2015 Proxy Statement 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: WildHorse Resource Metric Weighting Threshold 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. 2015 Proxy Statement   | 43 Other Compensation Related Policies Stock Ownership GuidelinesRequirements To further align senior management’s interests with the interests of our shareholders with respect to long-term shareholder growth, the Boardemployment agreements of Directors adopted Board and Executive Stock Ownership Guidelinesour NEOs executed in March 2012. The Board has approved2017 all contain equity ownership guidelines forrequirements. Under their respective employment agreements, our executive officers who joined the Company in 2017 (Messrs. Woolverton, Van Riet and Adam), were required to make an equity investment in the Company during their first year of employment. As of the date of this proxy statement, each NEO has satisfied the equity investment via a 10b5-1 trading plan. Similarly, pursuant to the respective employment agreements of all of our executives, our NEOs are prohibited from selling shares or otherwise transferring SilverBow Resources equity until they maintain ownership of Company equity with an aggregate value of a multiple of the NEO’s annual base salary, which threshold must be maintained with any subsequent transfers; provided, however, that the foregoing restrictions shall not apply to any sales of shares intended to satisfy applicable tax withholding obligations in connection with the exercise, vesting or settlement of equity awards under the Company’s officersequity plans. The required equity investment and directorscontinued ownership levels are as follows:   Position Required Equity Investment Ownership GuidelinesRequirement CEOChief Executive Officer 5x $300,000 to $500,000 3x annual 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 $150,000 to $200,000 3x annual base salary Non-employee Board of DirectorSenior Vice President 5x n/a 2x annual cash retainerbase salary 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   2019 Proxy Statement  SilverBow Resources, Inc. | 25 Table of Contents Insider Trading Policy 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 Energythe Company’s securities or any hedging or monetization transaction, such as zero-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 The Performance RSUs awarded to our NEOs as part of the 2013 and 2014 executive compensation program contain a “clawback” provision related to any misconduct, malfeasance or gross negligence by the individual that contributes to any inaccuracy of the Company’s financial results or the results of 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 event of a financial restatement.securities. Compensation Policies and Practices as They Relate to Risk Management In accordance with the requirements of Regulation S-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.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.   44 |  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. (Chair) Douglas J. Lanier Greg Matiuk Ronald L. Saxton Charles J. Swindells SilverBow Resources.   COMPENSATION COMMITTEE Christoph O. Majeske (Chair) Gabriel L. Ellisor Charles W. Wampler 26 |  SilverBow Resources, Inc. 2019 Proxy Statement 2015 Proxy Statement     | 45Table of Contents Summary Compensation Table The following table sets forth certain summary information regarding compensation paid or accrued by the Company to or on behalf of the Company’s Chief Executive Officer, Chief Financial Officer, and each of the three most highly compensated executive officers of the Company other than the CEO and CFO, who were serving as an executive officer at the end of the last fiscal year,our NEOs for the fiscal years ended December 31, 2012, December 31, 2013,2017 and December 31, 2014. These five individuals are referred to throughout this proxy statement2018. No compensation information is provided for any of our NEOs for 2016, as “Named Executive Officers” or “NEOs.”Messrs. Woolverton, Van Riet and Adam were not employed by the Company until 2017, and Mr. Abundis did not serve as an executive officer until 2017.   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   Year   Salary ($)     Bonus ($)     Stock Awards ($)(1)(2)(3)     Option Awards ($)(1)(3)     Non-Equity Incentive Plan Compen-sation ($)(4)     All Other Compen-sation ($)(5)     Total ($)   (a)   (b)   (c)     (d)     (e)     (f)     (g)     (i)     (j)                                                    Sean C. Woolverton Chief Executive Officer and Director   2018   $ 564,167     $ —     $ 1,047,853     $ 1,797,741     $ 591,375     $ 18,490     $ 4,019,626     2017   $ 435,417     $ —     $ 1,695,467     $ 1,602,561     $ 600,277     $ 156,362     $ 4,490,084                                                                    G. Gleeson Van Riet Executive Vice President and Chief Financial Officer   2018   $ 384,167     $ —     $ 599,754     $ 615,637     $ 303,469     $ 18,018     $ 1,921,045     2017   $ 274,931     $ —     $ 943,205     $ 892,999     $ 282,576     $ 16,943     $ 2,410,654                                                                   Steven W. Adam Executive Vice President and Chief Operating Officer   2018   $ 390,000     $ —     $ 602,868     $ 631,423     $ 343,931     $ 20,856     $ 1,989,078     2017   $ 44,318     $ —     $ 862,872     $ 823,935     $ 65,125     $ 6,145     $ 1,802,395                                                                 Christopher M. Abundis Senior Vice President, General Counsel and Secretary   2018   $ 329,167     $ —     $ 457,214     $ 841,884     $ 243,294     $ 24,218     $ 1,895,777     2017   $ 306,264     $ —     $ 308,095     $ 357,970     $ 288,789     $ 17,860     $ 1,278,978   _______________ (1) The amounts in columns (e) and (f) reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for equity awards granted during that year. Assumptions used in the calculation of these amounts are included in Note 67 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’sCompany's Annual Report on FormsForm 10-K for each of the years ended December 31, 2012, December 31, 2013,2017, and December 31, 2014, respectively.2018. (2) Prior to 2013, amounts in column (e) were exclusively time-based restricted stock awards. Beginning in 2013, For 2018, column (e) is comprised of both time-based restricted stockRSUs and Performance RSUs. The valuesPSUs. (3) A portion of the respective componentsstock awards (i.e., certain RSUs awarded in August 2018) included in column (e) and all of the stock option awards included column (f) for 20132018 will be cancelled if shareholders approve Proposal 3, pursuant to which the Board is seeking shareholder approval of a one-time equity award exchange through which the RSUs and 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 amountsstock options awarded in August 2018 would be replaced with respect to the Performanceincreased targets under our long-term equity award program with a 50/50 mixture of RSUs are calculated based on the expected probable (target) outcomeand PSUs starting in 2019. The grant date fair value computedof the RSUs awarded in accordance with FASB ASC Topic 718. The thresholdAugust 2018 that would be cancelled pursuant to the equity award exchange are: Mr. Woolverton - $354,653; Mr. Van Riet - $121,446; Mr. Adam - $124,560; and maximum amounts, respectively, for eachMr. Abundis - $166,070. 46 |  (4) 2015 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, 20132017 and 20142018 include amounts earned during 2012, 20132017 and 2014,2018, but paid in 2013, 20142018 and 2015,2019, respectively. See “Compensation Discussion and Analysis — 2014 Executive Compensation Components — Annual Incentive Cash Bonus” beginning on page 40 for more information. (4) (5) Includes all other compensation items (column (i)) for each of 2012, 2013,2017 and 20142018 in addition to that reported in columns (c) through (h)(g):               Swift      Heckaman      Vincent      Banks      Tomberlin   Vacation Buyback      2014       $ —         $ —         $ —         $ —         $ —           2013       $ —         $ —         $ —         $ —         $ —           2012       $ 3,100       $ 8,376       $ 9,726       $ 8,366       $ —      Savings Plan Contributions*      2014       $ 15,600       $ 15,600       $ 15,600       $ 15,600       $ 15,600         2013       $ 15,300       $ 15,300       $ 15,300       $ 15,300       $ 15,300         2012       $ 12,500       $ 12,500       $ 12,500       $ 12,500       $ 12,500                      Life Insurance Premiums**      2014       $ —         $ —         $ —         $ 14,395       $ 2,838         2013       $ 12,243       $ 7,570       $ 14,603       $ 14,395       $ 2,838         2012       $ 16,324       $ 10,093       $ 19,471       $ 14,395       $ 1,518    Tax Reimbursements***      2014       $ 894       $ —         $ 316       $ 1,366       $ —           2013       $ 2,164       $ 661       $ 482       $ 2,531       $ —           2012       $ 2,797       $ 4,029       $ 5,003       $ 5,450       $ 896                      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    Perquisites*****      2014       $ —         $ —         $ —         $ —         $ —           2013       $ —         $ —         $ —         $ —         $ —           2012       $ —         $ —         $ 21,273 a     $ 10,740 b     $ —      2019 Proxy Statement  SilverBow Resources, Inc. | 27 Table of Contents            Woolverton     Van Riet     Adam     Abundis                                   Consultant Payments*     2018     $ —     $ —     $ —     $ —         2017     $ —     $ —     $ 5,600     $ —                                             HSA Employer Contribution     2018     $ 1,000     $ —     $ —     $ 1,000         2017     $ —     $ —     $ —     $ 1,000                                             Life Insurance Premiums     2018     $ 990     $ 1,518     $ 4,356     $ 660         2017     $ 784     $ 743     $ 545     $ 660                                             Perquisites**     2018     $ —     $ —     $ —     $ —         2017     $ 94,654     $ —     $ —     $ —                                             Savings Plan Contributions***     2018     $ 16,500     $ 16,500     $ 16,500     $ 16,500         2017     $ —     $ 16,200     $ —     $ 16,200                                             Tax Reimbursements****     2018     $ —     $ —     $ —     $ —         2017     $ 60,924     $ —     $ —     $ —                                             Vacation Buyback     2018     $ —     $ —     $ —     $ 6,058         2017     $ —     $ —     $ —     $ —                                             Totals     2018     $ 18,490     $ 18,018     $ 20,856     $ 24,218         2017     $ 156,362     $ 16,943     $ 6,145     $ 17,860   ________________ * Company contributions This includes a cash payment made to the Named Executive Officer’s Swift Energy Company Employee Savings Plan account (For 2012 and 2013, 100%Mr. Adam in Company common stock; for 2014, 50% in Company common stock). ** Insurance premiums paid by2017 pursuant to a consulting services agreement prior to him joining the Company with respect to life insurance for the benefit of the Namedas our Executive Vice President and Chief Operating Officer. No other NEO received any consultant payments in 2017 or 2018. *** Amounts paid by the Company to reimburse the Named Executive Officer for the amount taxed on certain taxable benefits. **** Company contributions (100% in Company common stock) to the Named Executive Officer’s Swift Energy Company Employee Stock Ownership Plan account. ***** Perquisites are quantified only where the aggregate perquisites for the Named Executive OfficerNEO exceeded $10,000 during 2012.in 2017. No NEO had perquisites greater than $10,000 during either 2013 or 2014. a 2018. Perquisites for Mr. VincentWoolverton in 20122017 include: legal fees - $10,000, relocation expenses - $83,526 and spousal travel - $1,129. All such fees were one-time expenses in connection with his onboarding as the Company's CEO and relocation to SilverBow Resources' headquarters in Houston, Texas. *** Company contributions to the SilverBow Resources, Inc. Employee Savings Plan for each NEO. Mr. Abundis received $3,986 during 2017 which qualified as a taxable distribution. **** Amounts paid by the Company to reimburse the NEO for the amount of certain taxable benefits in 2017. No NEO incurred such taxable benefits in 2018. The tax reimbursements for Mr. Woolverton in 2017 include the following amounts: reserved parking — $260, sporting event and theater tickets — $2,227,one-time tax preparation — $605, estate planning — $8,117,reimbursements associated with his family’s relocation to Houston, Texas: relocation expenses tax gross up - $60,111 and spousal travel — $10,064.tax gross up - $812. 28 |  SilverBow Resources, Inc. b Perquisites for Mr. Banks in 2012 include the following amounts: reserved parking — $260, sporting event and theater tickets — $977, and estate planning — $9,503. 2019 Proxy Statement   2015 Proxy Statement     | 47Table of Contents Grants of Plan-Based Awards The following table sets forth certain information with respect to the equity awards granted during the year ended December 31, 2014,2018, to each Named Executive Officer listed in the Summary Compensation Table:of our NEOs:   Name (a)   Grant Date (b)       Estimated Future Payouts Under Non-Equity Incentive Plan Awards       Estimated Future Payouts Under Equity Incentive Plan Awards(1)     All Other Stock Awards: Number of Shares of Stock or Units (#)(1) (i)     All Other Option Awards: Number of Securities Under- lying Options (#) (j)     Exercise or Base Price of Option Awards ($/Sh) (k)     Grant Date Fair Value of Stock and Option Awards (l)       Threshold ($) (c)     Target ($) (d)     Maximum ($) (e)     Threshold (#) (f)     Target (#) (g)     Maximum (#) (h)           Terry E. Swift     02/17/2014        —          —          —          40,775        81,550        163,100        —          —        $ —        $ 11.68 (2)      02/17/2014        —          —          —          —          —          —          36,900 (3)      —        $ —        $ 12.32    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)      02/17/2014        —          —          —          —          —          —          24,900 (3)      —        $ —        $ 12.32    Steven L. Tomberlin     02/17/2014        —          —          —          7,700        15,400        30,800        —          —        $ —        $ 11.68 (2)      02/17/2014        —          —          —          —          —          —          15,400 (3)      —        $ —        $ 12.32                        All Other     All Other                   Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)       Estimated Future Payouts Under Equity Incentive Plan Awards(2)       Stock Awards: Number of Shares of Stock or     Option Awards: Number of Securities Underlying      Exercise or Base Price of Option     Grant Date Fair Value of Stock and       Grant   Threshold     Target     Maximum     Threshold     Target     Maximum     Units     Options     Awards     Option   Name   Date   ($)     ($)     ($)     (#)     (#)     (#)     (#)(3)     (#)(3)     ($/Sh)     Awards(4)   (a)   (b)   (c)     (d)     (e)     (f)     (g)     (h)     (i)     (j)     (k)     (l)   Sean C. Woolverton       $ —     $ 570,000     $ 1,140,000       —       —       —       —       —     $ —     $ —       2/20/2018   $ —     $ —     $ —       —       10,000       20,000       —       —     $ —     $ 416,600       2/20/2018   $ —     $ —     $ —       —       —       —       10,000       —     $ —     $ 276,600       8/9/2018(5)   $ —     $ —     $ —       —       —       —       11,389       —     $ —     $ 354,653       8/9/2018(5)   $ —     $ —     $ —       —       —       —       —       93,158     $ 31.14     $ 1,797,741   G. Gleeson Van Riet       $ —     $ 292,500     $ 585,000       —       —       —       —       —     $ —     $ —       2/20/2018   $ —     $ —     $ —       —       6,900       13,800       —       —     $ —     $ 287,454       2/20/2018   $ —     $ —     $ —       —       —       —       6,900       —     $ —     $ 190,854       8/9/2018(5)   $ —     $ —     $ —       —       —       —       3,900       —     $ —     $ 121,446       8/9/2018(5)   $ —     $ —     $ —       —       —       —       —       31,902     $ 31.14     $ 615,637   Steven W. Adam       $ —     $ 331,500     $ 663,000       —       —       —       —       —     $ —     $ —       2/20/2018   $ —     $ —     $ —       —       6,900       13,800       —       —     $ —     $ 287,454       2/20/2018   $ —     $ —     $ —       —       —       —       6,900       —     $ —     $ 190,854       8/9/2018(5)   $ —     $ —     $ —       —       —       —       4,000       —     $ —     $ 124,560       8/9/2018(5)   $ —     $ —     $ —       —       —       —       —       32,720     $ 31.14     $ 631,423   Christopher M. Abundis       $ —     $ 234,500     $ 469,000       —       —       —       —       —     $ —     $ —       2/20/2018   $ —     $ —     $ —       —       4,200       8,400       —       —     $ —     $ 174,972       2/20/2018   $ —     $ —     $ —       —       —       —       4,200       —     $ —     $ 116,172       8/9/2018(5)   $ —     $ —     $ —       —       —       —       5,333       —     $ —     $ 166,070       8/9/2018(5)   $ —     $ —     $ —       —       —       —       —       43,626     $ 31.14     $ 841,884   ______________ (1) Awards are Under the Company’s 2018 cash incentive bonus program, payment for threshold performance is indeterminable as it would yield anywhere between $0 and the target payout amount disclosed for each NEO above. Based on the Company’s performance on its 2018 KPIs, our NEOs’ actual cash incentive bonus for 2018 was paid out at 103.75% of target: Mr. Woolverton - $591,375; Mr. Van Riet - $303,469; Mr. Adam - $343,931; and Mr. Abundis - $243,294. Refer to “Compensation Discussion and Analysis” and “Summary Compensation Table” of this proxy statement for more information on actual 2018 Company performance and the cash bonus incentive program. The maximum payout level under the Company’s stretch level of its KPIs would be 200% of an NEO’s target as illustrated above. (2) Amounts shown represent a range of the potential number of shares that may be earned pursuant to the PSUs granted under the 2005Company’s 2016 Plan, which performance period ends December 31, 2020. Payment for threshold performance is indeterminable as it would yield anywhere between 0 shares and therefore,the target number of shares disclosed for each NEO above. The maximum future payoutsnumber of shares that may be limited byearned is equal to 200% of an NEO’s target as illustrated above. (3) Amounts shown reflects the termsnumber of RSUs and stock options granted to the NEO during 2018 pursuant to the Company’s equity compensation plans. Restrictions on RSUs and stock options disclosed above lapse as to one-third of such plan. (2) Amount shown is a weighted average calculationshares each year beginning on the first anniversary of the grant date. (4) Reflects the full aggregate grant date fair value ofcomputed in accordance with FASB ASC Topic 718, determined without regard to forfeitures, as required by SEC rules, and does not reflect the two components of the award as follows: TSR ($11.46 x 75%) + ROCE ($12.32 x 25%). (3) Amountactual value that may be recognized by each NEO. The grant date fair value for any PSUs are shown reflects number of restricted shares grantedat target performance. See footnote (1) to the Named Executive Officer during 2014 pursuant to the 2005 Plan. Restrictions on restricted shares lapse as to all of such shares on the third anniversary of the grant date. (4) See “Potential Payments Upon Termination or Change of Control” on page 52“Summary Compensation Table” included in this proxy statement for the treatment of Mr. Vincent’s equity awards upon his retirement. more information. 48 |  (5) 2015 Proxy Statement As described more fully in Proposal 3, subject to shareholder approval, these RSUs and stock option awards will be cancelled and replaced with increased targets under our long-term equity award program with a 50/50 mixture of RSUs and PSUs starting in 2019. 2019 Proxy Statement  SilverBow Resources, Inc. | 29 Table of Contents Outstanding Equity Awards at December 31, 20142018 The following table includes certain information about stock options and restricted stockequity awards outstanding at December 31, 2014,2018, for each Named Executive Officer listed in the Summary Compensation Table:of our NEOs:       Option Awards     Stock Awards   Name and Grant Date (a)   Number of Securities Underlying Unexercised Options (#) Exercisable (b)     Number of Securities Underlying Unexercised Options (#) Unexercisable (c)     Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d)     Option Exercise Price ($) (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        —          —          —          —          Option Awards   Stock Awards   Name and Grant Date   Number of Securities Underlying Unexercised Options (#) Exercisable     Number of Securities Underlying Unexercised Options (#) Unexercisable     Option Exercise Price ($)     Option Expiration Date   Number of Shares or Units of Stock That Have Not Vested (#)     Market Value of Shares or Units of Stock That Have Not Vested ($)(1)     Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2)     Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3)   (a)   (b)     (c)     (e)     (f)   (g)     (h)     (i)     (j)                                                   Sean C. Woolverton Stock Options                                               3/1/2017     —       87,081 (4)   $ 29.21     3/1/2027                         8/9/2018     —       93,158 (5)   $ 31.14     8/9/2028                         Restricted Stock Units                                                     3/1/2017                                 58,054 (6)   $ 1,372,397               2/20/2018                                 10,000 (7)   $ 236,400               8/9/2018                                 11,389 (8)   $ 269,236               Performance Stock Units                                                         2/20/2018                                                 10,000     $ 236,400   G. Gleeson Van Riet Stock Options                                                             3/22/2017     —       52,644 (4)   $ 26.96     3/22/2027                                 8/9/2018     —       31,902 (5)   $ 31.14     8/9/2028                                 Restricted Stock Units                                                             3/22/2017                                 35,096 (6)   $ 829,669                   2/20/2018                                 6,900 (7)   $ 163,116                   8/9/2018                                 3,900 (8)   $ 92,196                   Performance Stock Units                                                             2/20/2018                                                 6,900     $ 163,116   Steven W. Adam Stock Options                                                             11/6/2017     —       58,912 (4)   $ 21.97     11/6/2027                                 8/9/2018     —       32,720 (5)   $ 31.14     8/9/2028                                 Restricted Stock Units                                                             11/6/2017                                 39,275 (6)   $ 928,461                   2/20/2018                                 6,900 (7)   $ 163,116                   8/9/2018                                 4,000 (8)   $ 94,560                   Performance Stock Units                                                             2/20/2018                                                 6,900     $ 163,116   Christopher M. Abundis Stock Options                                                             6/8/2016     8,818       4,410 (9)   $ 23.25     6/8/2021                                 3/22/2017     6,963       14,140 (9)   $ 26.96     3/22/2027                                 8/9/2018     —       43,626 (5)   $ 31.14     8/9/2028                                 Restricted Stock Units                                                             6/8/2016                                 5,512 (7)   $ 130,304                   3/22/2017                                 7,681 (7)   $ 181,579                   2/20/2018                                 4,200 (7)   $ 99,288                   8/9/2018                                 5,333 (8)   $ 126,072                   Performance Stock Units                                                             2/20/2018                                                 4,200     $ 99,288   __________________  (1) 2015 Proxy Statement   | 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    (1) Amount reflects the aggregate market value of unvested restricted sharesRSUs at December 31, 2014,2018, 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, 2014 ($4.05).2018, which was $23.64. (2) Amount reflects the aggregate market value of unvested equity incentive plan awards at These PSUs have a three-year performance period which ends December 31, 2014, which equals2020, and, under applicable SEC rules, the number of unvested equity incentive plan awardsunearned shares reported in this column (g) multiplied byrepresent 100% of the target number of PSUs granted to each NEO. Such PSUs cliff vest within 60 days of the end of the performance period, subject to the Company’s total shareholder return performance relative to our peers. The number of shares of common stock issuable upon vesting range from zero to 200% of the target number of shares. 30 |  SilverBow Resources, Inc. 2019 Proxy Statement Table of Contents (3) Amounts reflect value of PSUs based on the closing price of the Company’s common stock at December 31, 2014 ($4.05)2018, which was $23.64, multiplied by the number of shares described in footnote (2). (3) (4) Stock These stock options become exercisable in three equal installments each year beginning on the third anniversary of the date of grant for Messrs. Woolverton and Van Riet, and beginning on March 22, 2020, for Mr. Adam. (5) These stock options become exercisable in three equal installments each year beginning on the first anniversary of the grant date. As described more fully in Proposal 3, subject to shareholder approval, these stock option awards and certain RSUs will be cancelled and replaced with increased targets under our long-term equity award program with a 50/50 mixture of RSUs and PSUs starting in 2019. (4) (6) Restrictions on these restrictedRSUs lapse as to one-third of such shares each year beginning on the third anniversary of the date of grant for Messrs. Woolverton and Van Riet, and beginning on March 22, 2020, for Mr. Adam. (7) Restrictions on these RSUs lapse as to one-third of such shares each year beginning on the first anniversary of the grant date. (5) (8) Restrictions on these restricted sharesRSUs lapse as to allone-third of such shares each year beginning on the thirdfirst anniversary of the grant date. As described more fully in Proposal 3, subject to shareholder approval, these RSUs and certain stock options will be cancelled and replaced with increased targets under our long-term equity award program with a 50/50 mixture of RSUs and PSUs starting in 2019. (6) (9) 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” These stock options become exercisable in three equal installments each year beginning on page 41 and “Grantsthe first anniversary of Plan-Based Awards” on page 48 for more information on these awards.the grant date. (7) Under applicable SEC rules, the table above reflects outstanding awards as of December 31, 2014. Please see “Potential Payments Upon Termination or Change of Control” on page 52 for further information on the specific treatment of Mr. Vincent’s equity awards which took place upon his retirement. 50 |  2015 Proxy Statement Option Exercises and Stock Vested The following table includes information regarding stock options exercised and restricted stock units vested for the Named Executive Officers listed in the Summary Compensation Tableour NEOs during the fiscal year ended December 31, 2014:2018. No stock options were exercised in 2018.        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)   Terry E. Swift              —         $         —           32,634       $ 392,585    Alton D. Heckaman, Jr.      —         $ —           13,867       $ 167,183    Bruce H. Vincent      —         $ —           25,567       $ 308,165    Robert J. Banks      —         $ —           15,600       $ 188,038    Steven L. Tomberlin      —         $ —           6,634       $ 80,098        Stock Awards   Name   Number of Shares Acquired on Vesting (#)     Value Realized on Vesting ($)(1)   (a)   (d)     (e)                 Christopher M. Abundis     9,294     $ 256,026   ______________ (1) Amount reflects value realized by multiplying the number of shares of restricted stock vestingRSUs that vested by the market value on the vesting date. The market value on the vesting dates of March 22, 2018, and June 8, 2018, were $27.50 and $27.58, respectively, the closing price of the Company’s common stock on such dates. 2019 Proxy Statement  SilverBow Resources, Inc. | 31 2015 Proxy Statement     | 51Table of Contents Pension Benefits We do not currently sponsor or maintain any plans that provide for specified retirement payments or benefits, such as tax-qualified defined benefit plans or supplemental executive retirement plans, for our NEOs. Nonqualified Deferred Compensation We do not currently sponsor or maintain any plans that provide for defined contribution or other deferrals of compensation on a basis that is not tax-qualified for our NEOs. Potential Payments Upon Termination or Change in Control The table below and the discussion that follows reflect the amount of compensation payable to each Named Executive OfficerNEO upon termination from the Company under several scenarios assuming such termination was effective December 31, 2014.2018. 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 with Mr. Vincent (see footnote 4 of the table below).Company. Each Named Executive Officer other than Mr. TomberlinNEO has an employment agreement. Theseagreement that became effective in 2017. All of the employment agreements have a three-year initial term and following those three years automatically extend for one year on each anniversary of the agreement. However, each officer withagreement allows for the Company to terminate an employment agreement serves at the pleasure of the Board as the agreements allow for terminationNEO at any time with, sixtyin general, 60 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)     Time-Based Stock Options     Time-Based RSUs     PSUs     Total                                         Sean C. Woolverton                                     Termination by Employee for Good Reason or by Company Without Cause   $ 1,710,000     $ 29,760     $ — (2)   $ 166,851 (3)   $ — (4)   $ 1,906,611   Termination by Employee for Good Reason or by Company Without Cause Following Change in Control(5)   $ 2,280,000     $ 29,760     $ — (6)   $ 1,878,033 (7)   $ — (8)   $ 4,187,793   Death or Disability   $ —     $ 29,760     $ — (2)   $ 166,851 (3)   $ — (4)   $ 196,611   Change of Control   $ —     $ —     $ — (9)   $ — (10)   $ — (8)   $ —                                                     G. Gleeson Van Riet                                                 Termination by Employee for Good Reason or by Company Without Cause   $ 682,500     $ 11,112     $ — (2)   $ 84,253 (3)   $ — (4)   $ 777,865   Termination by Employee for Good Reason or by Company Without Cause Following Change In Control(5)   $ 1,023,750     $ 11,112     $ — (6)   $ 1,084,981 (7)   $ — (8)   $ 2,119,843   Death or Disability   $ —     $ 11,112     $ — (2)   $ 84,253 (3)   $ — (4)   $ 95,365   Change of Control   $ —     $ —     $ — (9)   $ — (10)   $ — (8)   $ —                                                     Steven W. Adam                                                 Termination by Employee for Good Reason or by Company Without Cause   $ 721,500     $ 31,128     $ — (2)   $ 85,033 (3)   $ — (4)   $ 837,661   Termination by Employee for Good Reason or by Company Without Cause Following Change In Control(5)   $ 1,082,250     $ 31,128     $ 98,383 (6)   $ 1,186,137 (7)   $ — (8)   $ 2,397,898   Death or Disability   $ —     $ 31,128     $ — (2)   $ 85,033 (3)   $ — (4)   $ 116,161   Change of Control   $ —     $ —     $ — (9)   $ — (10)   $ — (8)   $ —                                                     Christopher M. Abundis                                                 Termination by Employee for Good Reason or by Company Without Cause   $ 569,500     $ 29,760     $ 1,720 (2)   $ 294,082 (3)   $ — (4)   $ 895,062   Termination by Employee for Good Reason or by Company Without Cause Following Change In Control(5)   $ 854,250     $ 29,760     $ 1,720 (6)   $ 537,243 (7)   $ — (8)   $ 1,422,973   Death or Disability   $ —     $ 29,760     $ 1,720 (2)   $ 294,082 (3)   $ — (4)   $ 325,562   Change of Control   $ —     $ —     $ — (9)   $ — (10)   $ — (8)   $ —   ______________ (1) Includes payment of health and dental insurance continuation as provided in employment agreement and the Change of Control Severance Plan. agreement. 52 |  (2) 2015 Proxy Statement (2) Includes value of option spread and full-valuefor time-based stock option awards upon accelerated vesting within 12 months of equity grants at $4.05 per share (closing price ontermination event. For illustrative purposes, the termination event is assumed to be December 31, 2014).2018. As described more fully in Proposal 3, subject to shareholder approval, certain equity awards (i.e., stock options and RSUs awarded in August 2018) will be cancelled and replaced with increased targets under our long-term equity award program with a 50/50 mixture of RSUs and PSUs starting in 2019. (3) 32 |  SilverBow Resources, Inc. Termination by employee upon achieving “Senior Officer Tenure,” which requires that 2019 Proxy Statement Table of Contents (3) Includes value of time-based RSUs vesting within 12 months of termination event. For illustrative purposes, the 1-year anniversarytermination event is assumed to be December 31, 2018. As described more fully in Proposal 3, subject to shareholder approval, certain equity awards (i.e., stock options and RSUs awarded in August 2018) will be cancelled and replaced with increased targets under our long-term equity award program with a 50/50 mixture of RSUs and PSUs starting in 2019. (4) The value is indeterminable as, in the event of a qualifying termination of employment, the value of the Named Executive Officer’s employment agreement has occurred, the Named Executive Officer has reached the agePSUs would be based on performance achievement 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. Mr. Vincent met the conditions for Senior Officer Tenure when he retired from the Company effective February 15, 2015, and 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, and entered into a retirement agreement (which principally reflects the terms of Mr. Vincent’s employment agreement dated November 4, 2008, a form of which has been in place since November 1995). Pursuant to this retirement agreement, Mr. Vincent is to receive the following summarized benefits and consideration: (i) receive $3,363,969.64 over a period ending November 15, 2017; (ii) retain, under their original terms, all equity awards granted during his tenure at the Company; and (iii) continue to be eligible to participate in the Company’s health insurance plans through April 2018 and the Company’s life insurance program through April 2017. The retirement agreement executed with Mr. Vincent also contains the customary confidentiality, non-competition, and non-solicitation covenants, along with mutual releases and non-disparagement covenants. For more information on Mr. Vincent’s retirement benefits, please refertotal shareholder return relative to our previous disclosure in our Form 8-K filed with the SEC on January 14, 2015, and/or find a full copy of Mr. Vincent’s retirement agreement as Exhibit 10.21 to the Company’s Form 10-Kits peers for the year ended December 31, 2014. (5) Pursuant to the terms of the award agreement, the Performance RSUs would be paid on a pro rata basis based on length of service. Performance will be measured at the end of the original 3-yearfull performance period.period, pro-rated. As such, it is impossible to determine the payout at December 31, 2014,2018, but, for illustrative purposes, the estimated value of such awards, based on achieving target performance at $4.05$23.64 per share (the closing price on December 31, 2014)2018), and accounting for proration as if the termination event occurred on December 31, 2018, would be: Mr. Woolverton - $67,790; Mr. Van Riet - $46,775; Mr. Adam - $46,775; and Mr. Abundis - $28,472. (5) A payment is triggered only upon qualifying termination of employment that occurs beginning on the date of the Change in Control and ending on the first anniversary following the Change of Control. (6) Includes value of option spread for all outstanding time-based stock option awards based on $23.64 per share (the closing price on December 31, 2018). As described more fully in Proposal 3, subject to shareholder approval, certain equity awards (i.e., stock options and RSUs awarded in August 2018) will be cancelled and replaced with increased targets under our long-term equity award program with a 50/50 mixture of RSUs and PSUs starting in 2019. (7) Includes value of all time-based RSUs outstanding at the termination event based on $23.64 per share (the closing price on December 31, 2018). As described more fully in Proposal 3, subject to shareholder approval, certain equity awards (i.e., stock options and RSUs awarded in August 2018) will be cancelled and replaced with increased targets under our long-term equity award program with a 50/50 mixture of RSUs and PSUs starting in 2019. (8) The value is indeterminable as, in the event of a Change of Control, the value of the PSUs would be based on performance achievement of the Company’s total shareholder return relative to its peers through the date of the Change in Control, without proration. As such, it is impossible to determine the payout at December 31, 2018, but, for illustrative purposes, the estimated value of such awards, based on achieving target performance at $23.64 per share (the closing price on December 31, 2018), if the performance period endedtermination event occurred on December 31, 2014,2018, would be: Mr. Swift — $678,578;Woolverton - $236,400; Mr. Heckaman — $201,690;Van Riet - $163,116; Mr. Banks — $201,690;Adam - $163,116; and Mr. Tomberlin — $124,740.Abundis - $99,288. (6) (9) The provisionsvalue is indeterminable as the vesting for these time-based stock options would occur on the first anniversary of the 2005 Plan applyChange of Control, assuming continued employment through such date. For illustrative purposes, if the termination event occurred on December 31, 2018, the value of all stock option awards would be: Mr. Woolverton - $0; Mr. Van Riet - $0; Mr. Adam - $98,383; and Mr. Abundis - $1,720. As described more fully in Proposal 3, subject to shareholder approval, certain equity awards (i.e., stock options and RSUs awarded in August 2018) will be cancelled and replaced with increased targets under our long-term equity award program with a 50/50 mixture of RSUs and PSUs starting in 2019. (10) The value is indeterminable as the vesting for these time-based RSUs would occur on the first anniversary of the Change of Control, assuming continued employment through such date. For illustrative purposes, if the termination event occurred on December 31, 2018, the value of all RSUs would be: Mr. Tomberlin who does not have an employment agreement.Woolverton - $1,878,033; Mr. Van Riet - $1,084,981; Mr. Adam - $1,186,137; and Mr. Abundis - $537,243. As described more fully in Proposal 3, subject to shareholder approval, certain equity awards (i.e., stock options and RSUs awarded in August 2018) will be cancelled and replaced with increased targets under our long-term equity award program with a 50/50 mixture of RSUs and PSUs starting in 2019. (7) These provisions do not apply to Mr. Tomberlin who does not have an employment agreement. Computation of Payments Under the NEO’s employment agreement, the equity award agreements, (except for Mr. Tomberlin who does not have an employment agreement) executed November 4, 2008, the Performance RSU 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.Code. The formulations of payments below are as of December 31, 2014, and therefore do not reflect Mr. Vincent’s retirement agreement, effective February 15, 2015.2018. In each scenario, “Annual Compensation” is“Base Salary” means 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 2019 Proxy Statement  SilverBow Resources, Inc. | 33   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 Table of Contents   · Termination by Employee Upon 90 Days’ Notice Without Good Reason or by Company With Cause Messrs. Woolverton, Van Riet and Adam 2015 · Exercisability of previously-vested stock options for 60 days following termination · No additional compensation Mr. Abundis · Exercisability of previously-vested stock options for 30 or 60 days following termination, based on award agreement · No additional compensation · Termination by Employee for Good Reason or by Company Without Cause Mr. Woolverton · Cash payment of 1.5 x Base Salary and 1.5 x Target Bonus · Immediate acceleration of vesting of time-based RSUs that would have otherwise vested within the next 12 months · Immediate acceleration of vesting and exercisability of time-based stock options for 60 days following termination that would have otherwise vested within the next 12 months · Immediate acceleration of a pro rata portion of PSUs, subject to the satisfaction of the performance conditions · Health Insurance paid by Company for up to 12 months Messrs. Van Riet and Adam · Cash payment of 1 x Base Salary and 1 x Target Bonus · Immediate acceleration of vesting of time-based RSUs that would have otherwise vested within the next 12 months · Immediate acceleration of vesting and exercisability of time-based stock options for 60 days following termination that would have otherwise vested within the next 12 months · Immediate acceleration of a pro rata portion of PSUs, subject to the satisfaction of the performance conditions · Health Insurance paid by Company for up to 12 months Mr. Abundis · Cash payment of 1 x Base Salary and 1 x Target Bonus · Dependent on the award agreement: · Immediate acceleration of vesting of certain time-based RSUs · Immediate acceleration of vesting of certain time-based RSUs that would have otherwise vested within the next 12 months · Dependent on the award agreement: · Immediate acceleration of vesting and exercisability of certain time-based stock options for 90 days following termination · Immediate acceleration of vesting and exercisability of certain time-based stock options for 60 days that would have otherwise vested within the next 12 months · Immediate acceleration of a pro rata portion of PSUs, subject to the satisfaction of the performance conditions · Health Insurance paid by Company for up to 12 months 34 |  SilverBow Resources, Inc. 2019 Proxy Statement   | 53 Mr. Tomberlin Table of Contents   · Termination by Employee for Good Reason or by Company Without Cause following a Change in Control Acceleration of vesting of Performance RSUs at the target level Mr. Woolverton · Cash payment of 2 x Base Salary and 2 x Target Bonus · Immediate acceleration of vesting of all time-based RSUs · Immediate acceleration of vesting and exercisability of all time-based stock options for 60 days following termination · Immediate acceleration of all PSUs, subject to the satisfaction of the performance conditions · Health Insurance paid by Company for up to 12 months Messrs. Van Riet and Adam · Cash payment of 1.5 x Base Salary and 1.5 x Target Bonus · Immediate acceleration of vesting of all time-based RSUs · Immediate acceleration of vesting and exercisability of all time-based stock options for 60 days following termination · Immediate acceleration of all PSUs, subject to the satisfaction of the performance conditions · Health Insurance paid by Company for up to 12 months Mr. Abundis · Cash payment of 1.5 x Base Salary and 1.5 x Target Bonus · Immediate acceleration of vesting of all time-based RSUs · Immediate acceleration of vesting and exercisability of all time-based stock options for 60 or 90 days following termination, dependent on the award agreement · Immediate acceleration of all PSUs, subject to the satisfaction of the performance conditions · Health Insurance paid by Company for up to 12 months   Disability 2019 Proxy Statement  SilverBow Resources, Inc. | 35 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 Table of Contents   · Death or Disability Messrs. Woolverton, Van Riet and Adam 54 |    2015 Proxy Statement 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, Vincent and Heckaman Cash Payment of 1 x Annual Compensation Acceleration of vesting of stock options (exercisability dates remain the same) Health Insurance for 6 months Life Insurance for 12 months Termination by Employee Upon Achieving Senior Officer Tenure, which requires reaching the age of 55, being employed by the Company for at least ten years and providing six months’ advance notice 2015 Proxy Statement   | 55· Immediate acceleration of vesting of time-based RSUs that would have otherwise vested within the next 12 months · Immediate acceleration of vesting and exercisability of time-based stock options for 60 days following death or disability that would have otherwise vested within the next 12 months · Immediate acceleration of a pro rata portion of PSUs, subject to the satisfaction of the performance conditions · Health Insurance paid by Company for up to 12 months Mr. Abundis · Dependent on award agreement: · Immediate acceleration of vesting of certain time-based RSUs · Immediate acceleration of vesting of certain time-based RSUs that would have otherwise vested within the next 12 months · Dependent on award agreement: · Immediate acceleration of vesting and exercisability of time-based stock options for 12 months · Immediate acceleration of vesting and exercisability of time-based stock options for 60 days following death or disability that would have otherwise vested within the next 12 months  · Immediate acceleration of a pro rata portion of PSUs, subject to the satisfaction of the performance conditions  · Health Insurance paid by Company for up to 12 months · Change of Control Messrs. Woolverton, Van Riet, Adam and Abundis · On the first anniversary of the change of control, acceleration of vesting of all time-based RSUs, assuming continued employment through such anniversary · On the first anniversary of the change of control, acceleration of vesting and exercisability of all time-based stock options pursuant to the award agreement, assuming continued employment through such anniversary · Upon the change of control, immediate acceleration of all PSUs, subject to the satisfaction of the performance conditions Messrs. T. Swift, Vincent and Heckaman Cash Payment of 2 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 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 Insurance for 12 months Conditions and Covenants Each Named Executive OfficerNEO must also observecomply with a noncompetenon-compete provision in his employment agreement (except for Mr. Tomberlin who does not have an employment agreement).agreement. Based on the terms of the employment agreements, the covenant not to compete provision would be effective, depending on the separation, for a maximum of three years12- or 18-month period, following the termination of a Named Executive Officer.an NEO. A Named Executive Officer An 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, theft or embezzlement against the Company,Company; a willful breach of fiduciary duty with respect to the Company; refusal, without proper legal cause, to faithfully and diligently perform the Named Executive Officer’s duties as directed, orNEO’s duties; breach of the confidentiality, non-compete or non-solicitation provision of the employment agreement.agreement; conviction of or pleading guilty or nolo contendere to a felony or crime involving moral turpitude; misconduct or gross negligence in performance of the NEO’s duties; or breach and violation of the Company’s written policies pertaining to sexual harassment, discrimination or insider trading. 36 |  SilverBow Resources, Inc. 2019 Proxy Statement Table of Contents   Pay Ratio Disclosure In accordance with Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we calculated a reasonable estimate of the ratio of the annual total compensation of Mr. Woolverton, our CEO, compared to that of our median employee in 2018. Criteria used for Pay Ratio We identified our median employee as of December 31, 2017, and chose to use the same median employee for our 2018 fiscal year, as there have been no changes to the SilverBow Resources employee population or employee compensation arrangements that the Company reasonably believes would result in a significant change to its pay ratio disclosure. We used the methodology and the material assumptions, adjustments and estimates described below to originally identify our median employee for 2017, and such methodology and assumptions are consistent for 2018: · As of December 31, 2017, the Company, through its primary operating subsidiary SilverBow Resources Operating, LLC, employed 87 people, which is consistent of the total number of employees (88) on December 31, 2018. This consisted of all full-time and part-time employees; there were no seasonal or temporary employees on December 31, 2017 or during 2018; 56 |    2015· SilverBow Resources Operating, LLC’s W-2 payroll records were reviewed and consistently applied to initially identify our median employee (excluding Mr. Woolverton as CEO); · Since all of our employees are located in Texas, either in proximity to our corporate headquarters in Houston, Texas or near our South Texas fields, we did not take into account a cost-of-living adjustment for identifying the median employee in 2017 or 2018, but may take such adjustment into account in future years; · Similarly, in light of our small employee population base, no sampling or “de minimis” exceptions were used to exclude any employees; and · Compensation for any newly hired employees who had been employed less than a year was annualized in determining our median employee. CEO Pay Ratio Following the identification of our median employee using the estimates described above and choosing the same median employee for 2018, we determined the annual total compensation of such employee by calculating the elements of 2018 compensation in accordance with the requirements that apply to our NEOs and the description of such elements in “Summary Compensation Table” of this proxy statement. The median employee received a base salary, bonus (earned in 2018, but paid in 2019) under our cash bonus compensation plan and other compensation including contributions from SilverBow Resources to the Company Savings Plan and the median employee’s HSA along with insurance premiums paid by the Company with respect to life insurance for the benefit of the median employee. While all of our employees (including our median employee) are eligible to participate in the SilverBow Resources Equity Incentive Plan (the “2016 Plan”), our median employee did not receive any equity-based awards under the 2016 Plan in 2018 and our median employee did not have any perquisites exceeding $10,000. This resulted in an annual total compensation of $122,822 for our median employee. Our CEO’s annual total compensation for 2018 is what is reported in the “Total” column (column j) of our “Summary Compensation Table” in this proxy statement. Based on the preceding information, for 2018, the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee is below: CEO 2018 Annual Total Compensation (A)   $ 4,019,626   Median Employee 2018 Annual Total Compensation (B)   $ 122,822   Pay Ratio of (A) to (B)   33 to 1   2019 Proxy Statement  SilverBow Resources, Inc. | 37 Table of Contents PROPOSAL 32 — ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION Swift Energy 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 SilverBow Resources shareholders are entitled towith a nonbinding advisory vote on an annual advisory proposal to approve the compensation of Swift Energy’s Named Executive Officers,our NEOs, 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 OfficersNEOs 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 SilverBow Resources, Inc. approve, on an advisory basis, the compensation of SilverBow Resources, Inc.’s named executive officers, as described in Compensation Discussion and Analysis, the compensation tables and accompanying narrative disclosures of this proxy statement.” As disclosed in our Compensation“Compensation Discussion and Analysis, we have designed our” 2018 was a year of business and operational performance for SilverBow Resources, positioning the Company for present and future success as a growth-oriented independent oil and gas company with a focus on acquiring and developing oil and gas assets in the Eagle Ford shale. Our executive compensation program in 2018 was designed to retain and motivate our executivesexecutive team to deliver businessstrong operational and financial results and value to ourfor all shareholders, reward such performance and align our executives’ interests with the long-term interests of our other shareholders by tying the largestensuring that a significant portion of executivean NEO’s compensation to Company performance. Specifically: Our Chief Executives Officer’s annual incentive compensationconsisted of equity awards. A substantial portion of such equity awards is 100% tied to operating and financial metrics, including stock price; and 70% of histhe long-term equity incentives are also tied to performance metrics, includingshareholder growth through (i) PSUs with payout determined based on relative total shareholder return; For 2014,return as compared to our Chief Executive Officer’speers and Chief Financial Officer’s(ii) time-based stock options, with any value to be received directly correlated to an increase in our share price. The Company’s key performance indicators for 2018, which reward performance and are used to determine the amount of the annual cash bonusesbonus incentive earned by our NEOs, are further discussed in our “Compensation Discussion and Analysis.” The following actions were reducedtaken during fiscal year 2018 with respect to zero, and twothe compensation of our other Named Executive Officers received $40,000 cash bonuses; thus, as a group, our Named Executive Officers received total 2014 cash bonuses of $80,000, with no increases in base salaries for either 2014 or 2015;SilverBow Resources’ NEOs:   The Company historically has had limited perquisites for officers and, for 2013 and 2014, each Named Executive Officer has had perquisites below the threshold of disclosure ($10,000); · Our NEOs were all granted annual, long-term equity awards in February 2018, a significant portion of which equity awards are tied to the future performance of SilverBow Resources; o For our CEO and all of our NEOs, the annual equity award consisted of 50% time-based RSUs and 50% PSUs;   An anti-hedging policy has been in place for nearly a decade; · In order to further incentivize our NEOs, reward strong performance to-date, bring their long-term compensation in line with the median of our peers and allow our executives to realize value in the near-term, each NEO was also granted a special, one-time, additional equity incentive award in August 2018; o For our CEO and all of our NEOs, this one-time, special equity award corresponded to a grant date fair value of approximately 84% time-based stock options and 16% time-based RSUs; o As further described in Proposal 3, the Compensation Committee has determined it to be in the best interest of the Company to more globally change our executive compensation program to update the targets for our long-term equity program going forward. This is designed to bring such targets in line with industry peers and ensure our NEOs’ compensation is tied to long-term shareholder growth, thereby, subject to shareholder approval, cancelling the stock options and RSUs awarded as part of this one-time August 2018 special grant; 38 |  SilverBow Resources, Inc. 2019 Proxy Statement Table of Contents   The Company has stock ownership guidelines for our Named Executive Officers. In addition to implementing the foregoing, our Compensation Committee has adjusted payouts prudently in response to developing industry conditions as exemplified by the above. We believe that the Compensation Committee should retain discretion to make final compensation decisions that align with shareholder interests, which discretion has been exercised wisely. · We performed at 103.75% of the target level for the 2018 annual cash bonus tied to our 2018 KPIs which included the following metrics: Production, Adjusted EBITDA, Relative TSR, Cost to Develop, Total Operating Expense, and HS&E TRIR; · We have historically limited perquisites for officers and, in 2018, no NEO had perquisites above the SEC disclosure threshold ($10,000); and · We are committed to continuing to align the interests of our NEOs with the interests of our shareholders; as such, each NEO’s employment agreement includes equity ownership requirements. We are asking for shareholder approval of the compensation of our Named Executive OfficersNEOs as disclosed in this proxy statement, in accordance with SEC rules, which includes the disclosures under “Executive Compensation — Compensation“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. 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. 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 The affirmative vote of the holders of a majority of the votes castshares present in person or by proxy at the meeting and entitled to vote on Proposal 2, is required to approve this advisory Proposal 3.2. Brokers do not have discretion to vote on this proposal without your instruction. Ifinstruction; therefore, if you do not instruct your broker how to vote on this proposal, your broker will deliver a non-vote. Abstentions will be considered as votes cast and will have the same effect as a vote against the proposal but broker non-votes will not affect the outcome of the voting on the proposal.   The Board of Directors unanimously recommends that shareholders vote “FOR” approving the compensation of Swift Energy’s The Board of Directors unanimously recommends that shareholders vote “FOR” approving the compensation of SilverBow Resources’ Named Executive Officers as disclosed in this proxy statement. 2019 Proxy Statement  SilverBow Resources, Inc. | 39 Table of Contents PROPOSAL 3 — APPROVAL OF THE EQUITY AWARD EXCHANGE PROGRAM On April 2, 2019, our Board authorized a one-time grant of market-based awards in 2019 in exchange for the cancellation of special equity awards (both RSUs and stock options) made to our NEOs on August 9, 2018 (the “Equity Award Exchange”). As required under the terms of the SilverBow Resources, Inc. 2016 Equity Incentive Plan (the “2016 Plan”), this Equity Award Exchange is subject to shareholder approval, which we are seeking at our Annual Meeting. Pursuant to the Equity Award Exchange our NEOs would be given the opportunity to exchange out-of-the-money or “underwater” stock options that were granted in August 2018 and certain RSUs also granted in August 2018 (such stock options and RSUs collectively, the “August 2018 Special Equity Award Grant”) to receive a new equity award that consists of 50% time-based RSUs and 50% PSUs, granted under the 2016 Plan. The August 2018 Special Equity Award Grant is described in the “Compensation Discussion and Analysis” section of this Proxy under the heading “2018 Special Long-Term Equity Incentive.” Our Board is requesting that our shareholders approve the Equity Award Exchange at our Annual Meeting. As of December 31, 2018, we had outstanding stock options held by employees to purchase 644,575 shares of common stock with a weighted average exercise price of $28.28 per share. The August 2018 Special Equity Award Grant that would be eligible for the Equity Award Exchange consists of stock options held by our NEOs to purchase 201,406 shares of common stock, with an exercise price of $31.14 per share, and 24,622 RSUs. The Board believes that the Equity Award Exchange is in the best interests of shareholders and the Company, by allowing us to more closely align our executive compensation program with those of our industry peers and, with respect to the PSUs, further align the interests of NEOs and shareholders in our long-term performance. Rationale for Equity Award Exchange As discussed in more detail in the “Compensation Discussion and Analysis” of this proxy statement, the August 2018 Special Equity Award Grant was granted to reward our NEOs for their strong performance and to align their total compensation with the market. The award was granted with the intent that the NEOs would receive below market long-term incentive grants in 2019 (100% of base salary for our CEO, EVP and CFO, and EVP and COO, and 70% of base salary for the Senior Vice President, General Counsel and Secretary) before moving to market-based awards, consistent with the Company’s industry peers, in 2020. 40 |  SilverBow Resources, Inc. 2019 Proxy Statement Table of Contents In connection with a review of the Company’s business strategy, the Compensation Committee undertook a holistic evaluation of the Company’s entire compensation program. This included reviewing the Company’s compensation philosophy, the competitiveness of the Company’s historical long-term incentive grants, and the retentive value of outstanding long-term incentive awards. Following this review, the Compensation Committee elected to move to market-based equity awards in 2019 (i.e., a year earlier than originally anticipated). As consideration for moving to market-based awards earlier than anticipated, the Compensation Committee asked that the NEOs agree to the cancellation of the August 2018 Special Equity Award Grant. The rationale for undertaking this approach, includes: 1. Allows SilverBow Resources to manage the dilution from our long-term incentive program by cancelling previously granted awards. These cancelled awards will be used to make the 2019 long-term incentive grants described later in this proposal. 2. Enhances the retentive value of our long-term incentive program by replacing the underwater stock options with full value awards that will vest over the next three years. 3. Aligns the program with shareholder interests by replacing 100% time-vested awards with a combination of 50% time-vested and 50% performance-based awards. Performance Incentives We face significant competition for experienced personnel in our industry, and equity awards are an important part of our incentive compensation programs. The August 2018 Special Equity Award Grant, which represents a substantial component of each NEO’s total compensation for 2018, was intended to bring the compensation of our NEOs to a level that was competitive with our peers, while also incentivizing our NEOs to seek increased shareholder value. In the Equity Award Exchange, the August 2018 Special Equity Award Grant will be replaced, in part, with PSUs, the ultimate payment of which will be based on our performance, as measured based on relative total shareholder return compared to a pre-established performance peer group, over a three-year performance period. In the event that absolute total shareholder return is negative, payouts under the PSUs will be capped at target. As such, the PSUs will further align the interests of our shareholders with those of our NEOs. Employee Retention We have also designed the Equity Award Exchange to increase retention and motivation in a competitive labor market and further align our compensation practices with those of our industry peers. Through the Equity Award Exchange, we believe that we will be able to enhance long-term shareholder value by increasing our ability to retain experienced and talented executives. To the extent that our compensation programs do not provide compensation at levels and in forms that are competitive with our industry peers, we may face a considerable challenge in retaining our executives. The Equity Award Exchange is designed to address these concerns by further aligning the overall structure of our equity compensation programs with those of our industry peers. As discussed in more detail below, none of the new equity awards issued under the Equity Award Exchange will be vested on the date of grant. The RSUs granted in the Equity Award Exchange will vest in one-third increments on each of March 5, 2020, March 5, 2021 and March 5, 2022, and the PSUs granted in the Equity Award Exchange will vest, if at all, at the end of a three-year performance period. The stock options and RSUs granted under the August 2018 Special Equity Award Grant were also subject to a three-year vesting schedule, with one-third of the options vesting each year on the first three anniversaries of the grant date. Our Compensation Committee believes that granting a mix of RSUs and PSUs with these vesting schedules is appropriate because it encourages retention of employees over the next three years, during an important period for the Company. 2019 Proxy Statement  SilverBow Resources, Inc. | 41 Table of Contents Structure of the Equity Award Exchange The Board authorized the Equity Award Exchange on April 2, 2019, subject to shareholder approval. It is currently anticipated that the Equity Award Exchange will commence as soon as practicable following approval of this Proposal 3 by our shareholders (the “Commencement Date”). At the start of the Equity Award Exchange, the NEOs holding eligible stock options and RSUs from the August 2018 Special Equity Award Grant will receive a written exchange offer that will set forth the precise terms of the Equity Award Exchange. NEOs must choose to exchange their entire August 2018 Special Equity Award Grant and may not choose to exchange portions of the August 2018 Special Equity Award Grant. Set forth below is a description of the key features of the Equity Award Exchange. Eligible Participants The Equity Award Exchange will be available to our NEOs. As of March 1, 2019, eligible stock options and RSUs were held by all of our NEOs. Participants in the Equity Award Exchange must continue to be employed by and provide services to us on the date the surrendered options are cancelled and the replacement RSUs and PSUs are granted. Any NEO who elects to participate in the Equity Award Exchange but whose service with us terminates for any reason before the date the replacement RSUs and PSUs are granted, including a termination due to voluntary resignation, retirement, involuntary termination, layoff, death or disability, would retain his or her eligible options and RSUs subject to their existing terms and will not be eligible to receive new equity awards in the Equity Award Exchange. Eligible Stock Options and RSUs As of December 31, 2018, there were an aggregate of 201,406 shares of common stock underlying the options granted pursuant to the August 2018 Special Equity Award Grant at an exercise price of $31.14 per share, with an expected remaining life of approximately 9.5 years. These eligible stock options represent approximately 1.72% of the issued and outstanding shares of our common stock as of December 31, 2018. In addition, as of December 31, 2018, there were an aggregate of 24,622 shares of common stock underlying the RSUs that would be eligible for the Equity Award Exchange. These eligible RSUs represent approximately 0.02% of the issued and outstanding shares of our common stock as of December 31, 2018. For additional information about the August 2018 Special Equity Award Grant, see the “Compensation Discussion and Analysis” section of this Proxy under the heading “2018 Special Long-Term Equity Incentive” and the “Interests of Our Named Executive Officers in the Equity Award Exchange” section of this Proposal 3. Replacement RSUs and PSUs The Equity Award Exchange has been designed to provide our NEOs with long-term equity-based incentive compensation in the form of RSUs and PSUs that replace the August 2018 Special Equity Award Grant. The replacement RSUs and PSUs will be granted as part of our 2019 annual long-term incentive grants, which represent a percentage of each NEO’s 2019 salary, as set forth in the following table:     2019 Annual Long-Term Equity Grants   Named Executive Officer   Salary     Annual LTI Target (%)     Annual LTI Target ($)     RSUs (Target # of Shares)     RSUs (Maximum # of Shares)     PSUs (Target # of Shares)     PSUs (Maximum # of Shares)                                               Sean Woolverton, CEO   $ 590,000       400 %   $ 2,360,000       48,100       48,100       48,100       96,200   Gleeson Van Riet, EVP & CFO   $ 390,000       200 %   $ 780,000       15,900       15,900       15,900       31,800   Steve Adam, EVP & COO   $ 420,000       250 %   $ 1,050,000       21,400       21,400       21,400       42,800   Chris Abundis, SVP, GC & SEC   $ 345,000       200 %   $ 690,000       14,100       14,100       14,100       28,200   42 |  SilverBow Resources, Inc. 2019 Proxy Statement Table of Contents The number of RSUs and PSUs granted for 2019 was determined by dividing the annual LTI Target by $24.55, the average of the closing price of our common stock in January 2019, and rounded to the nearest hundred. This aligns with the methodology that was used to make our long-term incentive grants to other employees. The maximum number of shares of common stock issuable upon vesting of the RSUs and PSUs (at target performance) would be 199,000, and the maximum number of common stock issuable upon vesting of the RSUs and PSUs (assuming stretch performance) would be 298,500. NEOs who elect not to participate in the Equity Award Exchange will not receive any replacement RSUs or PSUs. Vesting Schedules for New Equity Awards The RSUs and PSUs granted pursuant to the Equity Award Exchange will not be vested on the date of grant. The PSUs will vest, if at all, based on the Company’s total shareholder return performance relative to our peers during the three-year performance period beginning on January 1, 2019, and ending on December 31, 2021. The number of shares of common stock issuable upon vesting of the PSUs range from zero to 200% of the target number of shares. In the event that our absolute total shareholder return is negative, the PSUs will be capped at target. The RSUs vest in equal one-third increments on each of March 5, 2020, March 5, 2021 and March 5, 2022. The new types of equity awards with these vesting schedules recognize the prior services and contributions by eligible participants and provide us with valuable additional years of executive officer retention during an important time for the Company. Intended Implementation of the Equity Award Exchange As Soon As Practicable Following Shareholder Approval We expect that the Equity Award Exchange will begin as soon as practicable following shareholder approval, if received. Our Board, in its discretion, reserves the right to amend, postpone or, under certain circumstances, cancel the Equity Award Exchange once it has commenced, but the Equity Award Exchange will not be materially amended in a manner more beneficial to eligible participants without first seeking additional shareholder approval. If shareholder approval of the Equity Award Exchange is not received, the August 2018 Special Equity Award Grant will remain outstanding in accordance with their existing terms for our NEOs. Treatment of Surrendered Awards under the Equity Award Exchange All shares subject to the equity awards surrendered under the Equity Award Exchange, which number is estimated to be 226,028 shares (201,406 stock options and 24,622 RSUs) assuming 100% participation in the Equity Award Exchange, will be returned to the share reserve of the 2016 Plan and will be available for future grant of equity awards under the 2016 Plan. Equity Award Exchange Process Additional information about how we expect to conduct the Equity Award Exchange, if approved by shareholders, is set forth below. While the terms of the Equity Award Exchange are expected to conform to the material terms described above in this Proposal 3, we may find it necessary or appropriate to change the terms of the Equity Award Exchange to take into account our administrative needs, accounting rules, Company policy decisions or to comply with any comments we receive from the SEC. We may decide not to implement the Equity Award Exchange even if shareholder approval of the Equity Award Exchange is obtained, or we may delay, amend or terminate the Equity Award Exchange once it is in progress. 2019 Proxy Statement  SilverBow Resources, Inc. | 43 Table of Contents Overview of the Equity Award Exchange Process Upon commencement of the Equity Award Exchange, NEOs will receive a written equity award cancellation agreement setting forth the terms of the Equity Award Exchange. Our NEOs who are employed by us on the Commencement Date, are still employed by us on the grant date of the new equity awards, and hold eligible stock option and RSU awards may participate in the Equity Award Exchange. Our NEOs will be given a limited time opportunity to surrender eligible stock options and RSUs in exchange for the replacement awards of RSUs and PSUs. Upon completion of the Equity Award Exchange, surrendered stock options and RSUs will be cancelled and new RSUs and PSUs will be granted. Shares underlying the cancelled options and RSUs will then be available for future grant under the 2016 Plan. The 2016 Plan will govern all terms or conditions of new RSUs and PSUs not specifically addressed by the Equity Award Exchange described in this proxy statement. For additional information regarding the 2016 Plan, including the proposed amendment to the 2016 Plan, see “Proposal 4 – Approval of the Second Amendment to the SilverBow Resources, Inc. 2016 Equity Incentive Plan to Increase the Number of Shares of Common Stock Available for Issuance Under the 2016 Plan.” Effect on Shareholders While we cannot predict how many executives will elect to participate in the Equity Award Exchange, assuming that all of our NEOs participate in the Equity Award Exchange, approximately 201,406 eligible stock options and 24,622 eligible RSUs would be surrendered and cancelled and 199,000 shares would be issued upon vesting of the RSUs and PSUs, assuming target performance with respect to the PSUs. Interests of Our Named Executive Officers in the Equity Award Exchange Our NEOs will be the only individuals participating in the Equity Award Exchange as they were the only executives to receive the August 2018 Special Equity Award. The following table shows the number of shares subject to eligible RSUs and stock options held by our NEOs as of December 31, 2018, and the number of shares subject to new equity awards that the NEOs may receive, assuming, for purposes of illustration only, that each NEO decides to exchange all of his eligible RSUs and stock options. Named Executive Officer   Number of Eligible RSUs     Number of Shares Underlying Eligible Options     Weighted Average Exercise Price ($)     Number of RSUs that may be Granted in the Equity Award Exchange     Number of PSUs that may be Granted in the Equity Award Exchange   Sean Woolverton, CEO     11,389       93,158       31.14       48,100       48,100   Gleeson Van Riet, EVP & CFO     3,900       31,902       31.14       15,900       15,900   Steve Adam, EVP & COO     4,000       32,720       31.14       21,400       21,400   Chris Abundis, SVP, GC & SEC     5,333       43,626       31.14       14,100       14,100   44 |  SilverBow Resources, Inc. 2019 Proxy Statement Table of Contents Accounting Impact The incremental compensation cost associated with the Equity Award Exchange will be measured as the excess, if any, of the fair value of each new equity award, measured as of the date the new equity awards are granted, over the fair value of the stock options and RSUs surrendered in exchange for the new equity awards, measured immediately prior to the cancellation. This incremental compensation cost will be recognized ratably over the vesting period or performance period, as applicable, of the new equity awards. Material U.S. Federal Income Tax Consequences of the Equity Award Exchange The exchange of August 2018 Special Equity Award Grant pursuant to the Equity Award Exchange should be treated as a non-taxable exchange. Neither the Company, nor participants in the Equity Award Exchange, should recognize any income for U.S. federal income tax purposes upon the grant of the new equity awards. Tax effects may vary in other countries; a more detailed summary of tax considerations will be provided to all participants in the Equity Award Exchange documents. Financial Statements Our financial statements and other information required by Item 13(a) of Schedule 14A under the Exchange Act are incorporated by reference from our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on February 28, 2019. Vote Required and Board Recommendation The affirmative vote of the holders of a majority of the shares present in person or by proxy at the Annual Meeting and entitled to vote on Proposal 3, is required to approve this Proposal 3. Brokers do not have discretion to vote on this proposal without your instruction; therefore, if you do not instruct your broker how to vote on this proposal, your broker will deliver a non-vote. Abstentions will be considered as votes cast and will have the same effect as votes against the proposal, but broker non-votes will not affect the outcome of the voting on the proposal. If you are both a shareholder and an NEO holding eligible stock options and RSUs, please note that voting to approve this program does not constitute an election to participate in the program. The Board of Directors unanimously recommends that shareholders vote “FOR” approving the Equity Award Exchange Program. 2019 Proxy Statement  SilverBow Resources, Inc. | 45 Table of Contents PROPOSAL 4: APPROVAL OF THE SECOND AMENDMENT TO THE SILVERBOW RESOURCES, INC. 2016 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR ISSUANCE UNDER THE 2016 PLAN At the Annual Meeting, shareholders will be asked to approve the Second Amendment (the “Second Amendment”) to the SilverBow Resources, Inc. 2016 Equity Incentive Plan (the “2016 Plan”), which increases the number of shares available under the 2016 Plan by 825,000. As explained in greater detail below, we believe approval of the Second Amendment is advisable in order to ensure that we have an adequate number of shares available under the 2016 Plan for our compensation programs. Background and Purpose of the Proposal The 2016 Plan was effective April 22, 2016, and originally approved in connection with our reorganization by our majority shareholders, who were former holders of our cancelled senior notes prior to our reorganization, and who remain majority shareholders of the Company as of the date of this proxy statement. Upon the effectiveness of the Plan, there were 582,011 shares available for grant under the 2016 Plan. At the 2017 annual meeting, the Company’s shareholders approved the First Amendment to the 2016 Plan, which increased the shares available under the 2016 Plan by 600,000 shares. The purpose of the Second Amendment is to increase the number of shares of the Company’s common stock (the “Common Stock”) that we may grant under the 2016 Plan by 825,000 shares. On April 2, 2019, our Board unanimously approved the Second Amendment, subject to shareholder approval at the annual meeting. If the Second Amendment is not approved by shareholders, the 2016 Plan will continue in effect in its present form. If the Second 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 Form S-8 to register the additional shares of Common Stock available for issuance under the 2016 Plan. We believe that approval of the Second Amendment will give us the flexibility to make stock-based awards and other awards permitted under the 2016 Plan over the next two 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 Second 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 Common 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 March 1, 2019, was $23.21 per share, as reported on the NYSE. As of March 1, 2019, the total number of outstanding shares of Common Stock was 11,709,171. Following our annual equity awards made in March 2019, we have approximately 172,200 shares remaining in the 2016 Plan, which includes approximately 30,700 shares reserved for greater than target performance on PSU awards granted in 2018. If the Second Amendment is approved by shareholders, the potential dilution from issuances authorized under the 2016 Plan related to the 825,000 newly-approved shares will be approximately 6.0% on a fully diluted basis. The total potential dilution from the shares originally reserved for the 2016 Plan and approved and increased via the First Amendment to the 2016 Plan (1,182,011) and the newly-approved shares if the Second Amendment is approved (825,000) will be approximately 14.5% on a fully diluted basis. While we are aware of the potential dilutive effect of compensatory equity awards, we also recognize the significant motivational and performance benefits that may be achieved from making such awards. Should the Company’s shareholders approve Proposal 3 in this proxy statement related to a one-time equity award exchange as described therein, the number of shares available for issuance noted in the immediately preceding paragraph would be reduced from approximately 172,200 to approximately 99,700. Consequences of Failing to Approve the Proposal Failure of our shareholders to approve this proposal will mean that we only have approximately 172,200 shares to grant equity awards under the terms of the 2016 Plan (or approximately 99,700 if Proposal 3 in this Proxy Statement is approved). As such, if this proposal is not approved, in order to incentivize our employees, we will have to develop non-equity, long-term compensation alternatives, likely in the form of cash-based awards. If the Second Amendment is not approved by shareholders, the 2016 Plan will remain in effect in its current form. 46 |  SilverBow Resources, Inc. 2019 Proxy Statement Table of Contents Description of the SilverBow Resources, Inc. 2016 Equity Incentive Plan A summary description of the material features of the 2016 Plan, as amended to reflect the Second 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 is qualified in its entirety by reference to (i) the 2016 Plan, a copy of which is incorporated by reference to Exhibit 4.4 to our Form S-8 (File No. 333-210936), filed on April 27, 2016, (ii) the Amendment to the 2016 Plan evidencing the Company’s rebrand and name change, a copy of which is incorporated by reference to Exhibit 10.1 to our Form 8-K (File No. 001-08754), filed on May 5, 2017, (iii) the First Amendment, a copy of which is incorporated by reference to Exhibit 10.1 to our Form 8-K (File No. 001-08754),filed on May 17, 2017, and (iv) the Second 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 as “Awards”), including but not limited to: · incentive stock options qualified as such under U.S. federal income tax laws (“Incentive Options”); · stock options that do not 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 · other stock-based awards. The 2016 Plan is intended, in part, 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 subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended. No awards may be granted under the 2016 Plan 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. Administration of the 2016 Equity Incentive Plan A 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 to time 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 rules as it deems necessary or appropriate for the 2016 Plan; and · make all other decisions and determinations that may be required 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 and adversely alter or impair the rights or obligations under any Award theretofore granted without the consent of the Participant, and, provided further, that the Board may not, without the approval of our shareholders, 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 listing requirements. 2019 Proxy Statement  SilverBow Resources, Inc. | 47 Table of Contents Shares Subject to the 2016 Equity Incentive Plan The Second Amendment would increase the number of shares of Common Stock available for Awards under the 2016 Plan from the number authorized to be issued under the 2016 Plan by 825,000 shares. Accordingly, after giving effect to the Second 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 2,007,011 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 shares of Common 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, denominated 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 any non-employee director during any calendar year may not exceed $500,000. As of March 15, 2019, there were (i) awards issued relating to 1,009,851 shares of the Company’s Common Stock from the 2016 Plan, leaving (ii) approximately 172,200 shares of Common Stock available for future Awards (or approximately 99,700 shares if Proposal 3 in this Proxy Statement is approved). 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 or non-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 2016 Plan are referred to as “Participants.” As of March 1, 2019, we had approximately four executive officers, 84 other employees, and six non-employee directors who would be eligible to participate in the 2016 Plan. Although eligible, only one consultant or independent contractor currently participates in the 2016 Plan. Awards under the 2016 Equity Incentive Plan Stock Options. The Company may grant Options to Eligible Individuals including (i) Incentive Options that comply with Section 422 of the Code; and (ii) Nonstatutory Options. The exercise price of each Option granted under the 2016 Plan shall be determined by the Committee; however, the exercise 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 Option may be exercised, in whole or in part, at any time after becoming exercisable until its expiration or termination. An Option agreement may provide, on such terms and conditions as the Committee in its sole discretion may prescribe, 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 corporate transaction or event described in the 2016 Plan, Options and SARs may not be amended without the approval of the shareholders of the Company so as to (i) reduce the option price of any outstanding Options or SARs or cancel outstanding Options or SARs in exchange for cash, other Awards or Options or SARs with an exercise price that is less than the exercise price of 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 rights of a shareholder with respect to the shares of Common Stock represented by the Restricted Stock, including the right to vote such shares of Common Stock and to receive all dividends or other distributions made with respect to the shares of Common Stock. Restricted Stock Units. An RSU Award represents a right to receive shares of Common Stock, cash, or a combination thereof, in the future in consideration of the performance of services, but subject to the fulfillment of conditions (which may include the achievement of performance goals) during a restricted period, as specified by the Committee. RSUs may be paid in shares of Common Stock, cash or a combination thereof. 48 |  SilverBow Resources, Inc. 2019 Proxy Statement Table of Contents Stock Appreciation Rights. A SAR is the right to receive a share of Common Stock, or an amount equal to the excess of the fair market value of one share of Common Stock on the date of exercise over the base price of the SAR, as determined by the Committee. The base price of a SAR may not be less than the fair market value per share of Common Stock as of the 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 individual 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 more pre-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 shareholder return relative to assets, (n) total shareholder 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 a pre-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. Following the end of the performance period, the holder of a Performance Award shall be entitled to receive payment of an amount not exceeding the number of shares of Common Stock subject to, or the maximum value of, the Performance Award, based on the achievement of the performance measure(s) for such performance period, as determined and certified in writing by the Committee. The Committee, in its sole discretion, 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 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. 2019 Proxy Statement  SilverBow Resources, Inc. | 49 Table of Contents Other Provisions Transferability of Awards. The 2016 Plan generally restricts the transfer of Awards, except for (i) transfer by will or the laws of descent and distribution, or (ii) 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 laws of descent and distribution. Changes in Capital Structure. In the event 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 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, without 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. Under the 2016 Plan, the Company may 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. 50 |  SilverBow Resources, Inc. 2019 Proxy Statement Table of Contents 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 disclosureincome (subject to withholding if an employee) in an amount equal to the excess of (i) the amount of cash and the fair market value of the shares 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 amount 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 treated 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 time of exercise of the Incentive Option (or, if less, the amount realized in the case of an arm’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 the 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 an arm’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 corresponds as to timing and amount with the compensation income recognized by a Participant under the rules 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. 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 treated as completed gifts, subject to gift taxation. 2019 Proxy Statement  SilverBow Resources, Inc. | 51 Table of Contents 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 power 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 $15,000 per donee (for 2019, 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 83(b) of the Code, or (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 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. 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 the Company,” 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. 52 |  SilverBow Resources, Inc. 2019 Proxy Statement Table of Contents 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 (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 SEC.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 purposes, paid during any year to a “covered employee” (within the meaning of Section 162(m)) in excess of $1,000,000. However, an exception may apply to this limitation in the case of certain “performance-based compensation” that was granted prior to November 2, 2017. In order to exempt “performance-based compensation” from the $1,000,000 deductibility limitation for applicable compensation agreements, the grant, vesting, exercise or settlement of the Award must be based on the satisfaction of one or more performance goals selected by the Committee and certain other requirements must be met, including shareholder approval requirements. Although the 2016 Plan was drafted to satisfy the requirements for the “performance-based compensation” exception for awards granted prior to November 2, 2017, there is no guarantee that the exception will continue to apply at the time that such awards become vested and are settled. New Plan Benefits The Awards, if any, that will be made to Eligible Individuals under the 2016 Plan are subject to the discretion 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. 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 certain awards that will be cancelled in connection with the Equity Award Exchange. For additional information on the Equity Award Exchange, see Proposal 3. No associate of any of the Named Executive Officers, non-employee directors or director nominees set forth below holds or has held options to purchase our common stock.   Name and Principal Position Number of Shares Issued or Underlying Options 2015 Sean Woolverton, CEO 180,239 Gleeson Van Riet, EVP & CFO 84,546 Steve Adam, EVP & COO 91,632 Chris Abundis, SVP, GC & SEC 77,957 All executives as a group (4 total) 434,374 Non-executive director group(1) 101,304 Non-executive officer group 9,740 Total 545,418 _________________ (1) All members of the Board who are not also our executive officers. 2019 Proxy Statement  SilverBow Resources, Inc. | 53     | 57 Table of Contents Securities Authorized for Issuance Under Equity Compensation Plans The following table sets forth certain information regarding our equity compensation plans as of December 31, 2018.     Equity Compensation Plan Information(1)   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)   Equity compensation plans approved by security holders     414,118     $ 27.52       253,269   Equity compensation plans not approved by security holders     230,457     $ 29.63       24   Total     644,575               253,293   _____________ (1) Includes equity compensation plan information for both the 2016 Plan and the SilverBow Resources, Inc. Inducement Plan (“Inducement Plan”). The Inducement Plan is incorporated by reference to Exhibit 4.4 to our Form S-8 (File No. 333-215235), filed on December 21, 2016, and a copy of the amendment to the Inducement Plan, evidencing the Company’s rebrand and name change, is incorporated by reference to Exhibit 10.2 to our Form 8-K (File No. 001-08754), filed on May 5, 2017. As described more fully in Proposal 3, subject to shareholder approval, certain equity awards (201,406 stock options and 24,622 RSUs) included in the above table will be cancelled and replaced with increased targets for long-term equity grant awards with a 50/50 mixture of RSUs and PSUs starting in 2019. Vote Required and 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 4, is required to approve this Proposal 4. Brokers do not have discretion to vote on this proposal without your instruction; therefore, if you do not instruct your broker how to vote on this proposal, your broker will deliver a non-vote. Abstentions will be considered as votes cast and will have the same effect as votes against the proposal, but broker non-votes will not affect the outcome of the voting on the proposal. The Board of Directors unanimously recommends that shareholders vote “FOR” approving the Second Amendment to the SilverBow Resources, Inc. 2016 Equity Incentive Plan to increase the number of shares of common stock that may be issued under the 2016 Plan. 54 |  SilverBow Resources, Inc. 2019 Proxy Statement Table of Contents PROPOSAL 45 — RATIFICATION OF SELECTION OF ERNST & YOUNGBDO USA, LLP AS SWIFT ENERGY COMPANY’SSILVERBOW RESOURCES, INC.’S INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31, 20152019 Selection of BDO USA, LLP as Independent Auditor The Audit Committee of the Board of Directors has selected Ernst & YoungBDO 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 2015. Ernst & Young2019. BDO USA, LLP has served as the Company’sSilverBow Resources’ independent auditor since 2002.June 8, 2016. See “Audit Committee Disclosure” following this proposal for more information related to Ernst & YoungBDO USA, LLP. Shareholder approval or ratification is not required for the selection of Ernst & YoungBDO USA, LLP, since the Audit Committee of the Board of Directors has the responsibility for selecting the Company’s independent auditor.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.   Voting on Independent Auditor Proposal The Boardaffirmative vote of Directors unanimously recommends that shareholders vote “FOR” the ratificationholders of a majority of the selectionshares present in person or by proxy at the Annual Meeting and entitled to vote on Proposal 5, is required to approve this Proposal 5. 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. Abstentions will be considered as votes cast and will have the same effect as votes against the proposal, but broker non-votes will not affect the outcome of Ernst & Young LLP as the Company’s independent auditor. voting on the 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. 2019 Proxy Statement  SilverBow Resources, Inc. | 55 58 |    2015 Proxy StatementTable of Contents 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,registered accounting firm, 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 20142018 and 20132017 were preapproved by the Audit Committee before Ernst & YoungBDO USA, LLP was engaged to render the services. BDO was not engaged to provide any non-audit services in 2018 or 2017. Services Fees Paid to Independent Public Accounting Firm Ernst & Young BDO USA, LLP certified public accountants, began serving as the Company’s independent auditorregistered public accounting firm in 2002.June 2016. The Audit Committee, with ratification of the shareholders, engaged Ernst & YoungBDO USA, LLP to perform an annual audit of the Company’s financial statements for the fiscal year ended December 31, 2014.2018. A representative from Ernst & YoungBDO 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. The following table presents fees and expenses billed by Ernst & YoungBDO USA, LLP for its auditintegrated audits of the Company’s annual consolidated financial statements and internal control over financial reporting and for its review of the financial statements included in the Company’s Quarterly Reports on Form 10-Q for 20142018 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.2017.     2018     2017      2014      2013             Audit Fees    $ 2,121,843       $ 1,603,953      $ 607,727   $ 559,600   Audit-Related Fees      0         0      $ —   $ —   Tax Fees    $ 121,999       $ 125,131      $ —   $ —   All Other Fees      0         0      $ —     $ —                 Totals    $ 2,243,842       $ 1,729,084      $ 607,727     $ 559,600                 The audit fees for 20142018 and 20132017 for BDO USA, LLP were for professional services rendered in connection with the integrated audits of our consolidated financial statements and internal control over financial reporting 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 2014SEC. During 2018 and 2013. The2017, BDO USA, LLP did not provide any audit-related, tax or other services provided in 2014 and 2013 generally consisted of compliance, tax advice and tax planning services.to us. Report of the Audit Committee In connection with the financial statements for the fiscal year ended December 31, 2014,2018, 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 · reviewed and discussed the audited financial statements and internal control over financial reporting 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 AS 1301, “Communication with Audit Committees” 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.   2015 Proxy Statement   | 59 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, 2014,2018, filed with the Securities and Exchange Commission.   AUDIT COMMITTEE Deanna L. Cannon (Chair) William A. Bruckmann III Clyde W. Smith, Jr. Charles J. Swindells 60 |    AUDIT COMMITTEE Gabriel L. Ellisor (Chair) Michael Duginski Charles W. Wampler 2015 56 |  SilverBow Resources, Inc. 2019 Proxy Statement Table of Contents SECTION 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 EnergySilverBow Resources 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 20142018 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 2014.2018, with the exception of our four NEOs (Messrs. Woolverton, Van Riet, Adam and Abundis), whose award grant transactions of February 20, 2018, were filed March 6, 2018 and March 7, 2018, due to an administrative error. SHAREHOLDER PROPOSALS SEC Rule 14a-8 Proposals for Inclusion in the Company’s 20162020 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 20162020 must timely submit such proposal in accordance with SEC Rule 14a-8 to the Company, addressed to the Secretary, Swift Energy Company, 17001 Northchase Drive,SilverBow Resources, Inc., 575 North Dairy Ashford, Suite 100,1200, Houston, Texas 77060,77079, no later than December 4, 2015,, 2019, unless the date of our 20162020 annual meeting is more than 30 days before or after May 19, 2016,21, 2020, 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 20162020 annual meeting, unless the shareholder shall have timely complied with the requirements in the Company’s Bylaws.   2015 Proxy Statement   | 61 Advanced Notice of Nominations or Proposed Business for the Company’s 20162020 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 Rule 14a-8 for inclusion in our proxy materials) for consideration at our 20162020 annual meeting of shareholders. Notice of such nominations or proposals must be delivered to or mailed and received by the Corporate Governance Committee Chair, Swift Energy Company, c/o Office of the Corporate Secretary, 17001 Northchase Drive,SilverBow Resources, Inc., 575 North Dairy Ashford, Suite 100,1200, 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 the one-year anniversary of the immediately preceding year’syear's annual meeting. Based on the anniversary date of our 20152019 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,the close of business January 22, 2020, and no later than Marchthe close of business February 21, 2016.2020. In the event the 20162020 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 oris less than one hundred (100) days prior to the date of such annual meeting, such notice by the shareholder must be so received not later than 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. SilverBow Resources. Any such nomination or proposal must be made in writing.writing, indicate certain information about the shares of SilverBow Resources 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 Chair Swift Energy Company c/o Office of the Corporate Secretary 17001 Northchase Drive,SilverBow Resources, Inc. 575 North Dairy Ashford, Suite 1001200 Houston, Texas 7706077079 2019 Proxy Statement  SilverBow Resources, Inc. | 57 Table of Contents Shareholders who wish to nominate an individual to the Board must also follow the requirements of the Company’sCompany'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”of Directors,” in this proxy statement. With respect to business to be brought before the 20152019 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 62 |  2015 Proxy Statement designated 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. Any communications that shareholders or other interested parties may wish to send to the Board of Directors or the non-management independent directors may be directly sentdirected to either of the following address: Lead Director Chairman of the Board SilverBow Resources, Inc. 575 North Dairy Ashford, Suite 1200 Houston, Texas 77079 ATTN: Secretary Swift Energy Company 17001 Northchase Drive, Suite 100 Houston, TX 77060-6098 ATTN: Corporate Secretary or Lead Director 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 two to 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 20152019 Annual Meeting, it is not expected that a majority will be in attendance. Those in attendance will be available to address shareholder questions. TwoThree directors attended the 20142018 annual meeting. 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.   2015 Proxy Statement   | 63 ANNUAL REPORT ON FORM 10-K Upon written request, Swift EnergySilverBow Resources will provide any shareholder of the Company, at no charge, a copy of the Company’s Annual Report on Form 10-K for 2014,the year ended December 31, 2018, 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,SilverBow Resources, Inc., Investor Relations Department, 17001 Northchase Drive,575 North Dairy Ashford Road, Suite 100,1200, Houston, Texas 77060;77079; by telephone at (281) 874-2700 or (800) 777-2412; or by email to info@swiftenergy.com.info@sbow.com.   By Order of the Board of Directors, Christopher M. Abundis Senior Vice President, General Counsel and Secretary Houston, Texas April 2, 2015 64 |  2015 Proxy Statement SWIFT ENERGY COMPANY 17001 NORTHCHASE DRIVE SUITE 100 HOUSTON, TX 77060 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. 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. 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 — — — — —  —  —  — — —  —  —  — — — —  —  — —  —  —  —  —  — —  —  — —  —  —  —  —  —  — — — —  — — — — — — — — — — — — — — —  Houston, Texas DETACH AND RETURN THIS PORTION ONLYApril , 2019   THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. SWIFT ENERGY COMPANY 58 |  SilverBow Resources, Inc. For All2019 Proxy Statement 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 the following:   Table of Contents APPENDIX A SECOND AMENDMENT TO THE SILVERBOW RESOURCES, INC. 2016 EQUITY INCENTIVE PLAN This Second Amendment (the “Second Amendment”) to the SilverBow Resources, Inc. 2016 Equity Incentive Plan (the “Plan”), is made effective as of April 2, 2019 (the “Amendment Effective Date”), subject to approval by the shareholders of SilverBow Resources, Inc., 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 increase the number of Shares available for issuance under the Plan by 825,000. 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: 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, 2,007,011 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.” FURTHER RESOLVED, that, as amended hereby, the Plan is specifically ratified and reaffirmed. SilverBow Resources, Inc. ¨ ¨ ¨        By: Name: Title: 2019 Proxy Statement  SilverBow Resources, Inc. | 59       1. ElectionTable of Class I Directors Contents     Nominees:   01)    Clyde W. Smith, Jr. (for term to expire at 2018 annual meeting) Table of Contents 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: 04)    William A. Bruckmann III (for term to expire at 2017 annual meeting) The Board of Directors recommends you vote FOR the following proposals:     For     Against Abstain 2. To amend the Second Amended and Restated Swift Energy Company 2005 Stock Compensation 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). ¨ ¨ ¨ 3. To conduct a nonbinding advisory vote to approve the compensation of Swift Energy’s named executive officers as presented in the proxy statement. ¨ ¨ ¨ 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]

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