UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Securities and Exchange Commission
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant x☒                            Filed by a partyParty other than the Registrant  ¨o

Check the appropriate box:

GOODRICH PETROLEUM CORPORATION

(Name of Registrant as Specified In Itsin its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Goodrich Petroleum Corporation

801 Louisiana Street

Suite 700

Houston, Texas 77002

February 12, 2016April 14, 2020

To Our Preferred Stockholders:

It is my pleasure to invite you to the Special2020 Annual Meeting of Stockholders of Goodrich Petroleum Corporation, a Delaware corporation (the “Company”, “we”, “us” or “our”), to be held at The Coronado Club, located at 919 Milam, Suite 500, Houston, Texas, 77002, on March 14, 2016,May 12, 2020, at 11:00 a.m. local time (the “Special“Annual Meeting”).

The Special Meeting is being called to request approval by our preferred stockholders of amendments to the Certificates of Designation of each of our four series of preferred stock to provide us with the ability to require the mandatory conversion of our outstanding shares of preferred stock into shares of our common stock for a period of 90 days following the consummation of the respective Preferred Exchange Offers described herein (the “Proposals”).

The Proposals are being submitted to our stockholders to facilitate a proposed recapitalization of the Company in an effort to simplify our capital structure, preserve liquidity and increase our ability to comply with our debt instruments during the current decline in the oil and gas industry. We intend to accomplish this recapitalization plan (the “Recapitalization Plan”) through:

The Exchange Offers will each be conditioned upon, among other things, the approval by the common stockholders of an amendment to our Restated Certificate of Incorporation to increase the number of authorized

shares of the Company’s Common Stock to 400 million shares. Moreover, the success of the Exchange Offers is likely to be influenced by whether or not the Proposals are approved, as the holders of the Existing Unsecured Notes are expected to be more willing to convert into Common Stock if all of the Existing Preferred Stock is converted into Common Stock as well. If we are unable to complete the Recapitalization Plan, including the Exchange Offers, and address our near-term liquidity needs, we may not be able to make our interest payments on our Existing Unsecured Notes and our Second Lien Notes beginning in March 2016, at which time we are likely to seek relief under the U.S. Bankruptcy Code. This relief may include: (i) seeking bankruptcy court approval for the sale or sales of some, most or substantially all of our assets pursuant to section 363(b) of the U.S. Bankruptcy Code and a subsequent liquidation of the remaining assets in the bankruptcy case; (ii) pursuing a plan of reorganization (where votes for the plan may be solicited from certain classes of creditors prior to a bankruptcy filing) that we would seek to confirm (or “cram down”) despite any classes of creditors who reject or are deemed to have rejected such plan; or (iii) seeking another form of bankruptcy relief, all of which involve uncertainties, potential delays and litigation risks. In such an event, we expect that the holders of our Existing Unsecured Notes, shares of preferred stock and shares of our common stock would receive little or no consideration.

Our Board of Directors believes that each of the Proposals is in the best interests of the Company and its stockholders and, therefore, recommends that you vote “FOR” each of the Proposals.

This proxy statement shall not constitute an offer to exchange any of our Existing Unsecured Notes, shares of Existing Preferred Stock or Second Lien Notes. The Exchange Offers will be made by, and be subject to the terms and conditions of, separate offers to exchange.

Details of the business to be conducted at the SpecialAnnual Meeting are provided in the attached Notice of SpecialAnnual Meeting and Proxy Statement.

The Proxy Statement does not constitute Additionally, enclosed with the Exchange Offers, which are being conducted pursuantproxy materials is our Annual Report to separate amended and restated Offers to Exchange, each dated February 5, 2016, or, inStockholders for the case of the Second Lien Exchange Offers, pursuant to private exchange agreements.year ended December 31, 2019.

You received these materials with a proxy card or voting information form that indicates the number of votes that you will be entitled to cast at the SpecialAnnual Meeting according to our records or the records of your broker or other nominee. Our Boardboard of Directorsdirectors has determined that owners of record of the Company’s preferredour common stock at the close of business on February 5, 2016March 24, 2020 are entitled to notice of, and have the right to vote at, the SpecialAnnual Meeting and any reconvened meeting following any adjournment or postponement of the meeting.

On behalf of the Board of Directors and our employees, I would like to express my appreciationthank you for your ongoing support and continued interest in our affairs.Goodrich Petroleum Corporation.

	By Order of the Board of Directors
	Walter G. “Gil” Goodrich
	Chairman and Chief Executive Officer

By Order of the Board of Directors

Chairman and Chief Executive Officer

Goodrich Petroleum Corporation

801 Louisiana Street

Suite 700

Houston, Texas 77002

NOTICE OF SPECIALANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MARCH 14, 2016MAY 12, 2020

To Our Preferred Stockholders:

Notice is hereby given that a SpecialThe 2020 Annual Meeting of the Stockholders of Goodrich Petroleum Corporation, a Delaware corporation (the “Company”, “we”, “us”(“we” or “our”“the Company” or “Goodrich”), will be held at The Coronado Club, located at 919 Milam, Suite 500, Houston, Texas, 77002, on March 14, 2016,May 12, 2020, at 11:00 a.m. local time (the “Special“Annual Meeting”).

At the SpecialAnnual Meeting, preferred stockholders will be asked to:

vote on the following matters:

The Company’s Board of Directors recommends that stockholders vote “FOR” each of the Proposals.

Only preferred stockholders of record at the close of business on February 5, 2016March 24, 2020 are entitled to notice of and to vote at the SpecialAnnual Meeting. For specific voting information, see “General Information”Information about the Annual Meeting” beginning on page 1 of the enclosed Proxy Statement. A list of stockholders will be available commencing February 25, 2016May 1, 2020 and may be inspectedavailable for inspection at our offices during normal business hours prior to the SpecialAnnual Meeting. The list of stockholders will also be available for review at the SpecialAnnual Meeting. In the event there are not sufficient votes for a quorum or to approve the items of business at the time of the SpecialAnnual Meeting, the SpecialAnnual Meeting may be adjourned in order to permit further solicitation of proxies.

Whether or not you attend the SpecialAnnual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, I urge you to promptly vote and submit your proxy. You may vote by telephone, Internet or mail. To vote by telephone, call 1-800-PROXIES (1-800-776-9437)1-800-690-6903 using a touch-tone phone to transmit your voting instructions up until 11:59 p.m. (EDT) the day before the SpecialAnnual Meeting date. Have your proxy card in hand when you call and then follow the instructions. To vote electronically, accesswww.voteproxy.comwww.proxyvote.com over the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. (EDT) the day before the SpecialAnnual Meeting date. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. You may vote by mail by signing, dating and returning the enclosed proxy card in the enclosed envelope. If you decide to attend the SpecialAnnual Meeting, you will be able to vote in person, even if you have previously submitted your proxy.

	By Order of the Board of Directors
	Michael J. Killelea
	Executive Vice President, General Counsel and Corporate Secretary

By Order of the Board of Directors

Michael J. Killelea

Senior Vice President, General Counsel and Corporate Secretary

February 12, 2016

April 14, 2020
Houston, Texas

Important Notice Regarding the AvailabilityIMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD MAY 12, 2020: The notice of Proxy Materials

For the Special2020 Annual Meeting of Stockholders to be Held on March 14, 2016

The Company’s Notice of Special Meeting,and Proxy Statement 2014and the 2019 Annual Report on Form 10-K and September 30, 2015 Form 10-Q are available athttp://www.proxydocs.com/GDPmaterials.proxyvote.com/382410.

TABLE OF CONTENTS

ii

Goodrich Petroleum Corporation

801 Louisiana Street

Suite 700

Houston, Texas 77002

PROXY STATEMENT

These proxy materials are being furnished to you in connection with the solicitation of proxies by the Board of Directors (the “Board” or “Board of Directors”) of Goodrich Petroleum Corporation, a Delaware corporation (the “Company,” “Goodrich,” “we,” “us”(“we” or “our”“the Company” or “Goodrich”), for use at a Specialthe 2020 Annual Meeting of Stockholders and any adjournments or postponements of the meeting (the “Special“Annual Meeting”). The SpecialAnnual Meeting will be held at The Coronado Club, located at 919 Milam, Suite 500, Houston, Texas, 77002, on March 14, 2016,May 12, 2020, at 11:00 a.m. local time. The Notice of SpecialAnnual Meeting, this Proxy Statement and the enclosed proxy card are being mailed to stockholders of record (as of the record date March 24, 2020) beginning on or about February 12, 2016.April 14, 2020.

GENERAL INFORMATION

we would seek to confirm (or “cram down”) despite any classes of creditors who reject or are deemed to have rejected such plan; or (iii) seeking another form of bankruptcy relief, all of which involve uncertainties, potential delays and litigation risks. In such an event, we expect that the holders of our Existing Unsecured Notes, shares of Existing Preferred Stock and shares of our Common Stock would receive little or no consideration.

Stock, upon the terms and subject to the conditions set forth in the offer to exchange (as supplemented or amended from time to time) filed on Schedule TO with the SEC on January 26, 2016, as amended and restated on February 5, 2016 (the “Series E Preferred Proposal” and together with the Series B Preferred Proposal, Series C Preferred Proposal, Series D Preferred Proposal and Series E Preferred Proposal, the “Proposals”).

If you are a beneficial holder of shares of Company stock as of the record date, meaning you own your shares through an intermediary, such as a broker, bank or other nominee, you must follow the instructions provided by such intermediary in order to vote in advance of the Annual Meeting or revoke your vote. Most brokers permit beneficial holders to vote via telephone or Internet, but you must follow the instructions provided to you. To vote your shares in person at the Annual Meeting, you must present proof that you own the shares as of the record date through brokers’ statements or similar proof, a legal proxy from the intermediary, and identification. If you do not provide your broker with instructions on how to vote your shares, the broker cannot vote on non-discretionary matters on your behalf, which will result in a broker “non-vote”, but may vote on discretionary matters. Of the known matters to be voted upon at the Annual Meeting, only the ratification of the selection of Moss Adams LLP as our independent registered public accounting firm is a discretionary matter.

There must be a quorum for the Annual Meeting to be held. A quorum is the presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the shares of common stock issued and outstanding and entitled to vote at the Annual Meeting on the record date. The presence of the holders of at least 6,266,976 shares of common stock is required to establish a quorum for the Annual Meeting. Proxies that are voted “FOR,” “AGAINST,” “WITHHELD” or “ABSTAIN” are treated as being present at the Annual Meeting for purposes of establishing a quorum and also treated as shares “represented and voting” at the Annual Meeting with respect to such matter.

Q.	Can I change or revoke my vote?

Abstentions and broker non-votes are counted for purposes of determining the presence or absence of a quorum for the transaction of business.

Q.	What is a broker non-vote?

The ratification of the appointment of the independent registered public accounting firm requires the affirmative vote of a majority of shares represented in person or by proxy and entitled to vote at the Annual Meeting. Abstentions will have the same effect as a vote against the proposal. Brokers have discretion to vote on the ratification of the appointment of the independent registered public accounting firm, therefore, if the beneficial owner of shares does not provide the broker with instructions on how to vote, the broker may still vote on this proposal.

The approval, on an advisory basis, of the compensation of our Named Executive Officers, requires the affirmative vote of a majority of shares represented in person or by proxy and entitled to vote at the Annual Meeting. Abstentions will have the same effect as a vote against the proposal. Broker non-votes will have no legal effect on the proposal.

Q.	What will happen if the Authorized Shares Proposal is not approved by our common stockholders?

PROPOSAL NO. 1 – ELECTION OF DIRECTORS

General

The Board of Directors is nominating for election as directors at the Annual Meeting the eight nominees named below. If elected, each nominee will serve until the 2021 Annual Meeting of Shareholders or until their successors are elected and qualified or until the earlier of their resignation, removal, or death.

The Board of Directors has no reason to believe that any nominee for election as a director will not be a candidate or will be unable to serve, but if for any reason one or more of these nominees is unavailable as a candidate or unable to serve when election occurs, the persons designated as proxies on the enclosed proxy card, in the absence of contrary instructions by shareholders, will, in their discretion, vote the proxies for the election of any of the other nominees or for a substitute nominee or nominees, if any, selected by the Board of Directors. Each nominee brings a strong and unique background and set of skills to the Board of Directors, giving the Board of Directors as a whole, competence and experience in a wide variety of areas, including corporate governance and board service, executive management, corporate finance and financial markets, investment, the oil and gas industry, and civic leadership. Information regarding the business experience and qualifications of each nominee is provided below.

Director Nominees

Walter G. “Gil” Goodrich became Chairman of the Board in 2015 and served as Vice Chairman of our Board since 2003. He has served as our Chief Executive Officer since 1995. Mr. Goodrich was Goodrich Oil Company’s Vice President of Exploration from 1985 to 1989 and its President from 1989 to 1995. He joined Goodrich Oil Company, which held interests in and served as operator of various properties owned by a predecessor of the Company, as an exploration geologist in 1980. He has served as a director since 1996. Mr. Goodrich’s perspective as our top executive officer on the Board and his experience as a geologist and a businessman make him qualified to be a member of our Board.

Robert C. Turnham, Jr. has served as our Chief Operating Officer since 1995. He became President and Chief Operating Officer in 2003. He has held various positions in the oil and natural gas business since 1981. From 1981 to 1984, Mr. Turnham served as a financial analyst for Pennzoil. In 1984, he formed Turnham Interests, Inc. to pursue oil and natural gas investment opportunities. From 1993 to 1995, he was a partner in and served as President of Liberty Production Company, an oil and natural gas exploration and production company. He has served as a director since 2006. Mr. Turnham brings invaluable oil and gas operating experience to the Board. Additionally, he has held various executive management positions in the oil and natural gas business since 1981 and is able to assist the Board in creating and evaluating the Company’s strategic plan. For these reasons, Mr. Turnham is qualified to be a member of our Board.

Ronald F. Coleman is an energy executive with over 37 years of international and domestic oilfield services operations. From 2012 to 2014, Mr. Coleman was president North America and executive vice president of Archer. Prior to that, Mr. Coleman served as chief operating officer and executive vice president of Select Energy Services in 2011. Mr. Coleman spent 33 years at BJ Services Company, serving as vice president of operations in U.S. and Mexico from 1998 to 2007 and Vice President North America Pumping from 2007 to 2010. He has served on numerous boards, including Torqued Up Energy Services, Titan Liner (CWCS Company), Solaris Oil Field Services, and Ranger Energy Services. He has also been appointed by boards to serve in advising roles for CSL Energy Opportunities Fund II, LP, and Matador Resources Company. He was appointed to the Company’s Board of Directors in 2016. Mr. Coleman’s many years of experience in oilfield service operations and service on the boards of various energy companies makes him qualified to serve as a member of our Board.

K. Adam Leight has spent over 35 years building and managing investment research departments, covering the energy industry for major financial institutions, and advising investors and managements. Mr. Leight is presently a managing member of Ansonia Advisors LLC, which provides independent research, capital markets, and corporate advisory services to various institutions and to the energy industry. He is also a Senior Advisor with Al Petrie Advisors, providing capital markets and investor relations advice to energy industry managements. Previously, Mr. Leight served as a managing director at RBC Capital Markets from 2008 to 2016, managing director at Credit Suisse from 2000 to 2007 and managing director at Donaldson, Lufkin & Jenrette from 1994 to 2000. Before that, Mr. Leight was managing director at Cowen & Company, vice president at Drexel Burnham Lambert, and an analyst at Sutro & Co. He currently serves on the board of Warren Resources, an independent oil and gas production company. Mr. Leight has also served on the advisory boards of Falcon Capital Management, University of Wisconsin ASAP, and various non-profit boards. Mr. Leight holds an A.B. in economics from Washington University, an M.S. in investment finance from the University of Wisconsin and is a Chartered Financial Analyst. He was appointed to the Company’s Board of Directors in 2016. Mr. Leight has held management positions at several investment banks. His finance and business leadership skills from his career in investment banking make him qualified to be a member of our Board as well as his qualifications as an audit committee financial expert under the SEC guidelines.

Timothy D. Leuliette served as the president, chief executive officer and a member of the board of directors of Visteon Corporation from September 2012 to June 2015. Upon assuming his role at Visteon, Mr. Leuliette left FINNEA Group, a firm he had co-founded and where he was a senior managing director. He left the FINNEA Group’s predecessor firm to serve as chairman, president and chief executive officer of Dura Automotive LLC, for two years to oversee its emergence from bankruptcy, its financial and operational restructuring and its successful sale. Prior to that, Mr. Leuliette was co-chief executive officer of Asahi Tec Corporation and chairman and chief executive officer of its subsidiary Metaldyne Corporation, a company he co-founded in 2000. Mr. Leuliette was formerly president and chief operating officer of Penske Corporation, president and chief executive officer of ITT Automotive Group and senior vice president of ITT Industries Inc. Before joining ITT, Mr. Leuliette served as president and chief executive officer of Siemens Automotive L.P and was a member of the Siemens Automotive managing board and a corporate vice president of Siemens AG. Mr. Leuliette has also served on numerous boards and recent directorships, including Visteon Corporation, Business Leaders of Michigan, and The Detroit Economic Club. He is a past chairman of the board of The Detroit Branch of The Federal Reserve Bank of Chicago. Mr. Leuliette holds a B.S. in mechanical engineering and a Master’s Degree in business administration from the University of Michigan. He was appointed to the Company’s Board of Directors in 2016. Mr. Leuliette has many years of experience serving in leadership roles of publicly traded companies. His perspective as an executive officer and his experiences as a businessman and director make him qualified to be a member of our Board.

Jeffrey S. Serota serves as Vice Chairman and Chief Investment Officer of Corbel Capital Partners, an independent investment firm that makes non-control investments in debt or equity securities in, lower middle-market businesses. Mr. Serota has over 30 years of experience as a principal investor, financial services professional and operating executive. Independent of his responsibilities at Corbel, Mr. Serota currently serves as the Chairman of Great Elm Capital Group and as a Director of Maverick Natural Resources. Prior to joining Corbel, Mr. Serota served as a Senior Partner with Ares Management in Los Angeles, from 1997 to 2012 and as a Senior Advisor to Ares in 2013. While at Ares, Mr. Serota was a member of the Investment Committee for all private equity related transactions. He has led transactions (including sourcing, due diligence, financing, consummating, monitoring and exiting) of a variety of sizes and in numerous industries including industrials, energy, chemicals, manufacturing and business services. As part of his role as Senior Partner at Ares, Mr. Serota has acted as an interim CEO for certain portfolio company investments of Ares, led fundraising efforts for private equity investment funds, participated in numerous private and public companies as a member of the boards of directors. Prior to joining Ares, Mr. Serota worked at Bear Stearns, Dabney/Resnick, Inc. and Salomon Brothers Inc. Mr. Serota received a B.S. in Economics from the Wharton School of the University of Pennsylvania, and an M.B.A. from the Anderson School of Management at the University of California at Los Angeles. Mr. Serota was elected to the Company’s Board of Directors in 2019. For these reasons, Mr. Serota is qualified to be a member of our Board.

Edward J. Sondey serves as Senior Managing Director of Private Equity at LS Power Group where he is responsible for the firm’s E&P and midstream investments. Mr. Sondey joined LS Power in 2011 and has over twenty-five years of experience in the energy industry. Prior to joining LS Power, Mr. Sondey served as Managing Director in the BofA Merrill Lynch global energy & power investment banking group from 2005 to 2011. He was head of competitive generation, and advised a broad range of industrial and financial clients on the execution of M&A, capital markets and structured commodity transactions. Prior to BofA Merrill, Mr. Sondey was Vice President,

Finance for PSEG Power from 2000 to 2005 where he led strategic and finance activities and executed several asset M&A and development transactions. Mr. Sondey started his career as an early member of J. Makowski Associates, a Warburg Pincus portfolio company. Mr. Sondey received a BA degree from Princeton University. Mr. Sondey was elected to the Company’s Board of Directors in 2019. For these reasons, Mr. Sondey is qualified to be a member of our Board.

Thomas M. Souers served as petroleum engineering consultant at Netherland, Sewell & Associates, Inc. (NSAI) from 1991 until his retirement in 2016. During that time, Mr. Souers worked on a range of oil and gas reserves estimations, property evaluations for sales and acquisitions, analysis of secondary recovery projects, field studies, deliverability studies, prospect evaluations, and economic evaluations utilizing deterministic methodology for projects in North America, Europe, Africa, South America, and Asia. His areas of expertise are Gulf of Mexico and horizontal drilling in various US basins. Mr. Souers has also served as expert witness on a number of civil cases. Mr. Souers also served as a consulting COO of a private oil and gas company during his employment at NSAI. Prior to that time, Mr. Souers served as an operations engineer with GLG Energy LP, senior staff engineer with Wacker Oil Inc., area manager with Transco Exploration Company, and supervising engineer with Exxon Company, U.S.A. Mr. Souers holds a B.S. in civil engineering from North Carolina State University and an M.S. in civil engineering from the University of Florida. He was appointed to the Company’s Board of Directors in 2016. Mr. Souers’ experience as a petroleum engineer makes him qualified to be a member of our Board.

Recommendation of the Board

OUR BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR”
ALL NOMINATED DIRECTORS

PROPOSAL NO. 2 – RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED ACCOUNTING FIRM

Although stockholder approval is not required for the appointment of Moss Adams LLP, the Board and the Audit Committee have determined that it is desirable as a good corporate governance practice. Ratification requires the affirmative vote of a majority of the shares entitled to vote and represented in person or by proxy at the Annual Meeting. If our stockholders do not ratify the appointment, the Audit Committee may reconsider the appointment, but may, in its discretion, determine to appoint Moss Adams LLP. Even if the appointment is ratified, the Audit Committee, in its discretion, may select different independent auditors if it subsequently determines that such a change would be in the best interest of us and our stockholders. A representative of Ernst & YoungMoss Adams LLP is expected to be present at the SpecialAnnual Meeting and will have an opportunity to make a statement if such representative desires to do so and will be available to respond to appropriate questions from stockholders at the SpecialAnnual Meeting.

Recommendation of the Board

OUR BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR”
THE RATIFICATION OF THE SELECTION OF MOSS ADAMS LLP FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2020

PROPOSAL NO. 3 – ADVISORY VOTE ON EXECUTIVE COMPENSATION

BACKGROUND FOR OUR PROPOSALSThe Board recognizes that executive compensation is an important matter for our stockholders. The Compensation Committee is tasked with the implementation of our executive compensation philosophy, and the core of that philosophy has been and continues to be to pay our executive officers based on our performance. In particular, the Compensation Committee strives to attract, retain and motivate exceptional executives, to reward past performance measured against established goals and provide incentives for future performance, and to align executives’ long-term interests with the interests of our stockholders. To do so, the Compensation Committee uses a combination of short- and long-term incentive compensation to reward near-term excellent performance and to encourage executives’ commitment to our long-range, strategic business goals.

Overview of 2019 Results

Financial Impact of the Recapitalization Plan.The Board of Directors considered the likely impact of the Recapitalization Plan on our future results of operations, including:

Terms of the Preferred Stock and Related Matters.The Board considered the terms of the outstanding Existing Preferred Stock, including that:

Alternatives to the Recapitalization Plan.The Board considered possible alternatives to the Recapitalization Plan and the consequences of such alternatives, including seeking relief under the U.S. Bankruptcy Code, in which case we expect that the holders of the Existing Unsecured Notes, the Company’s Common Stock and the Existing Preferred Stock would likely receive little or no consideration for their securities.

Consequences if the Company is Unable to Consummate the Recapitalization Plan:The Board considered the likely impact on the Company if the Company is unable to consummate the Recapitalization Plan or fails to obtain the approval of the Authorized Shares Proposal, including:

View of Management.  The Board of Directors considered the effects that the Recapitalization Plan is expected to have on our Company, and management’s view is that in addition to the simplification of the Company’s capital structure and other expected benefits, the substantial debt reduction contemplated by the Recapitalization Plan is critical to the Company’s continuing viability. If we are unable to complete the Recapitalization Plan, including the Exchange Offers, and address our near-term liquidity needs, we may not be able to make our interest payments on our Existing Unsecured Notes and our Second Lien Notes beginning in March 2016, in case it is likely that time we would seek relief under the U.S. Bankruptcy Code. This relief may include: (i) seeking bankruptcy court approval for the sale or sales of some, most or substantially all of our assets pursuant to section 363(b) of the U.S. Bankruptcy Code and a subsequent liquidation of the remaining assets in the bankruptcy case; (ii) pursuing a plan of reorganization (where votes for the plan may be solicited from certain classes of creditors prior to a bankruptcy filing) that we would seek to confirm (or “cram down”) despite any classes of creditors who reject or are deemed to have rejected such plan; or (iii) seeking another form of bankruptcy relief, all of which involve uncertainties, potential delays and litigation risks.

Consequences if the Company Completes the Proposed Recapitalization Plan.  The Board considered management’s view that, based on our current plans, management believes that the Company will be able to continue operations approximately through 2016, giving us more opportunity to take advantage of any future recovery in oil and natural gas prices. The Board also considered the scenario if oil and natural gas prices do not recover or if we are not able to execute our current plan for operations through 2016. In that case, the Board considered that we may need to seek relief under the U.S. Bankruptcy Code notwithstanding the completion of the Exchange Offers, in which case we expect that the holders of the Company’s Common Stock and any Existing Unsecured Notes or Existing Preferred Stock that remain outstanding after the Exchange Offers would likely receive little or no consideration for their securities.

Having considered all of the above factors, the Board of Directors determined that the Recapitalization Plan is in the best interests of the holders of the Company’s Common Stock and the Existing Preferred Stock in their capacity as such and are critical to the Company’s continuing viability. The foregoing discussion of the information and factors considered by the Board of Directors is not intended to be exhaustive and may not include all of the information and factors considered by the Board of Directors. The Board of Directors, in making its determination regarding the Recapitalization Plan, did not find it useful to and did not quantify or assign any relative or specific weights to the various factors that it considered. Rather, the Board of Directors views its determination and recommendation as being based on an overall analysis and on the totality of the information presented to and factors considered by it. In addition, in considering the factors described above, individual members of the Board of Directors may have given differing weights to different factors, and may have viewed some factors relatively more positively or negatively than others.

Recommendation of the Board of Directors

The Board of Directors determined that the Recapitalization Plan is in the best interests of the Company and its stockholders. Accordingly, the Board of Directors determined to (1) approve the Recapitalization Plan, including the Proposals, (2) submit the Proposals to the Company’s stockholders and (3) recommend that the Company’s stockholders adopt the Proposals.

In making such determinations, the Board of Directors considered the following factors:

The foregoing discussion of the information and factors considered by the Board is not intended to be exhaustive and may not include all of the information and factors considered by the Board. The Board, in making its determination regarding the Recapitalization Plan, including the Proposals, did not find it useful to, and did not quantify or assign any relative or specific weights to the various factors that it considered. Rather, the Board relied on its advisors and views its determinations as being based on an overall analysis and on the totality of the information presented to and factors considered by it (including specifically the recommendations of the Board). In addition, in considering the factors described above, individual members of the Board may have given differing weights to different factors, and may have viewed some factors relatively more positively or negatively than others.

UPDATE TO FINANCIAL AND RESERVE INFORMATION

Production

The Company has not finalized its fourth quarter numbers, but currently estimates that production totaled approximately 475,829 barrels of oil equivalent (“Boe”), or an average of 5,172 Boe per day, for the three months ended December 31, 2015, compared to 1,047,603 Boe, or an average of 11,387 Boe per day, in the prior year period. Estimated oil production totaled 191,593 barrels of oil (“Bbls”) in the three months ended December 31, 2015 (40% of total production), or an average of approximately 2,083 Bbls per day, versus 530,815 Bbls (51% of total production), or an average of approximately 5,770 Bbls per day, in the prior year period. Estimated natural gas production for the three months ended December 31, 2015 was 1.7 billion cubic feet (“Bcf”) in the three months ended December 31, 2015, or an average of approximately 18,537 thousand cubic feet (“Mcf”) per day, versus 3.1 Bcf, or an average of 33,704 Mcf per day, in the prior year period.

Estimated oil production totaled 1,328,387 Bbls for the year ended December 31, 2015 (50% of total production), or an average of approximately 3,639 Bbls per day, versus 1,691,808 Bbls (40% of total production), or an average of approximately 4,635 Bbls per day, for the year ended December 31, 2014. Estimated natural gas production totaled 8.0 Bcf for the year ended December 31, 2015, or an average of approximately 21,875 Mcf per day, versus 15.0 Bcf, or an average of 41,042 Mcf per day, for the year ended December 31, 2014.

Reserves

The Company has not finalized its year-end proved reserves but currently estimates as of December 31, 2015, proved reserves totaled 55 billion cubic feet equivalent (“Bcfe”), with future net undiscounted cash flow of $95 million and present value of the future net cash flow before income taxes discounted at 10% (“PV-10”) of $70 million. Proved developed oil reserves declined by approximately 23 million Bbls or 86% from December 31, 2014, which included the removal of all proved undeveloped reserves primarily due to low commodity prices. Year-end 2015 reserves are expected to be comprised of 42% oil and 58% natural gas. The SEC pricing for the year-end 2015 report was $50.28 per barrel of oil, $2.58 per Million British Thermal Units for natural gas. Proved reserves from the Tuscaloosa Marine Shale decreased by 15 million Boe (93 Bcfe) and $328 million of PV-10 compared to the reserves ending December 31, 2014 due primarily to the removal of proved undeveloped reserves due to low oil prices, and now comprises 42% of the Company’s total reserves and 79% of the Company’s total PV-10.

Impairment

As a result of the sustained depression in oil and natural gas prices, we expect to record a non-cash impairment charge for the three months ended December 31, 2015. The amount of the impairment charge is expected to be material and related to a decline in estimated proved reserves for certain of our oil and natural gas producing properties.revenues to $118.4 million, representing an increase of 35% from 2018; and

We intend to commence an offer to exchange all of our outstanding shares of Series B Preferred Stock for shares of the Company’s Common Stock. If Proposal 1 is not approved, the Company intends to proceed with the Series B Exchange Offer and any Series B Preferred Stock not tendered in the Series B Exchange Offer will remain outstanding.

Board Discretion

If Proposal 1 is approved, we intend to file a certificate of amendment to the Certificate of Designation of the Series B Preferred Stock with the Office of the Secretary of State of the State of Delaware with respect to Proposal 1. Such certificate will become effective upon filing. Our Board reserves the right, notwithstanding stockholder approval of any Proposal and without further action by our stockholders, to elect not to proceed with filing the amendment to the Certificate of Designation of the Series B Preferred Stock if, at any time prior to filing the amendment to the Certificate of Designation of the Series B Preferred Stock, our Board of Directors, in its sole discretion, determines that it is no longer in our best interests or the best interests of our stockholders.

Vote Required for Proposal 1

The affirmativeThis vote of the holders of (i) a majority of the outstanding shares of Common Stock and (ii) two-thirds of the Series B Preferred Stock, voting separately as a class, is required to approve Proposal 1.

Recommendation

Our Board recommends a vote “FOR” Proposal 1.

PROPOSAL NO. 2 – APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF DESIGNATIONS OF THE SERIES C PREFERRED STOCK (PROPOSAL 2)

Our Board recommends the approval of Proposal 2, which relates to an amendment to the Certificate of Designations of the Series C Preferred Stock. The proposed amendment will include a Company conversion option under which the Company shall have the option for 90 days following completion of our offer to exchange any and all shares of our outstanding Series C Preferred Stock for newly issued shares of our Common Stock (the “Series C Exchange Offer”) to cause all of the outstanding depositary shares of Series C Preferred Stock to be automatically converted into that number of shares of the Company’s Common Stock that are issuable at the conversion rate of 4.449 shares of Common Stock per $25.00 liquidation preference, which is equivalent to a conversion price of approximately $5.62 per share of Common Stock. The amendment will also include certain provisions related to the conversion procedures and the adjustment of the conversion rate under certain circumstances.

The form of the amendment to the Certificate of Designations of the Series C Preferred Stock relating to this Proposal 2 is attached to this Proxy Statement as Appendix B.

Series C Preferred Stock

As of the date of this Proxy Statement, we had 3,060,412 depositary shares issued and outstanding each representing a 1/1000^th ownership interest in a share of our Series C Preferred Stock. The liquidation preference is $25,000 per share ($25.00 per depositary share) of Series C Preferred Stock, plus accumulated and unpaid dividends.

The Series C Preferred Stock ranks senior to our Common Stock and on parity with our Series B Preferred Stock and our Series D Preferred Stock with respect to the payment of dividends and distribution of assets upon liquidation, dissolution or winding up. The Series C Preferred Stock has no stated maturity and is not subject to mandatory redemption or any sinking fund and will remain outstanding indefinitely unless repurchased or redeemed by us or converted into our Common Stock in connection with certain changes of control.

At any time on or after April 10, 2018, we may, at our option, redeem the Series C Preferred Stock, in whole at any time or in part from time to time, for cash at a redemption price of $25,000 per preferred share, plus all accumulated and unpaid dividends to, but not including, the date of redemption. We may redeem the Series C Preferred Stock following certain changes of control, if we do not exercise this option, then the holders of the Series C Preferred Stock have the option to convert the shares of Series C Preferred Stock into up to 3,371.54 shares of our Common Stock per share of Series C Preferred Stock, subject to certain adjustments. If we exercise any of our redemption rights relating to shares of Series C Preferred Stock, the holders of Series C Preferred Stock will not have the conversion right described above with respect to the shares of Series C Preferred Stock called for redemption.

Holders of the Series C Preferred Stock have no voting rights except for limited voting rights if we fail to pay dividends for six or more quarterly periods (whether or not consecutive) and in certain other limited circumstances or as required by law.

Purpose and Effect of Approving the Amendment to the Certificate of Designations of the Series C Preferred Stock under Proposal 2

The primary purpose of amending the Certificate of Designations of the Series C Preferred Stock is to give the Company the flexibility to convert the outstanding shares of the Series C Preferred Stock into shares of the Company’s Common Stock upon approval of a majority of the shares of Common Stock and 66.67% of the votes entitled to be cast by the holders of the Series C Preferred Stock. Providing the Company with the ability to automatically convert the Series C Preferred Stock into the Company’s Common Stock will enable the Company to conserve cash by reducing its fixed dividend obligations and will increase the percentage of our capitalization that is Common Stock. It will also increase the likelihood of success of the Unsecured Notes Exchange Offers, as

holders of the Existing Unsecured Notes are expected to be more willing to convert into Common Stock if all of the Series C Preferred Stock is converted into Common Stock as well. Upon conversion, any holders of our Series C Preferred Stock will forego any dividends currently in arrears. Currently, holders of our Series C Preferred Stock are entitled to receive cash dividend payments of 10.00% per annum if declared by the Board, which the Board does not currently expect to declare in the future.

If Proposal 2 is approved, and the Company’s stockholders approve the Authorized Shares Proposal, we will file an amendment to the Certificate of Designations of the Series C Preferred Stock with the Office of the Secretary of State of the State of Delaware with respect to Proposal 2. If the Company chooses to exercise its conversion option by converting all of the outstanding shares of Series C Preferred into shares of the Company’s Common Stock, the Series C Preferred Stock will no longer be outstanding.

The form of the amendment to our Certificate of Designations of the Series C Preferred Stock with respect to Proposal 2 is attached to this Proxy Statement as Appendix B.

Consequences If Proposal 2 Is Not Approved

We intend to commence an offer to exchange all of our outstanding shares of Series C Preferred Stock for shares of the Company’s Common Stock. If Proposal 2 is not approved, the Company intends to proceed with the Series C Exchange Offer and any Series C Preferred Stock not tendered in the Series C Exchange Offer will remain outstanding.

Board Discretion

If Proposal 2 is approved, we intend to file a certificate of amendment to the Certificate of Designations of the Series C Preferred Stock with the Office of the Secretary of State of the State of Delaware with respect to Proposal 2. Such certificate will become effective upon filing. Our Board reserves the right, notwithstanding stockholder approval of any Proposal and without further action by our stockholders, to elect not to proceed with filing the amendment to the Certificate of Designations of the Series C Preferred Stock if, at any time prior to filing the amendment to the Certificate of Designations of the Series C Preferred Stock, our Board of Directors, in its sole discretion, determines that it is no longer in our best interests or the best interests of our stockholders.

Vote Required for Proposal 2

The affirmative vote of the holders of (i) a majority of the outstanding shares of Common Stock and (ii)  two-thirds of the Series C Preferred Stock, voting separately as a class, is required to approve Proposal 2.

Recommendation

Our Board recommends a vote “FOR” Proposal 2.

PROPOSAL NO. 3 – APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF DESIGNATIONS OF THE SERIES D PREFERRED STOCK (PROPOSAL 3)

Our Board recommends the approval of Proposal 3, which relates to an amendment to the Certificate of Designations of the Series D Preferred Stock. The proposed amendment will include a Company conversion option under which the Company shall have the option for 90 days following completion of our offer to exchange any and all shares of our outstanding Series D Preferred Stock for newly issued shares of our Common Stock (the “Series D Exchange Offer”) to cause all of the outstanding depositary shares of Series D Preferred Stock to be automatically converted into that number of shares of the Company’s Common Stock that are issuable at the conversion rate of 4.449 shares of Common Stock per $25.00 liquidation preference, which is equivalent to a conversion price of approximately $5.62 per share of Common Stock. The amendment will also include certain provisions related to the conversion procedures and the adjustment of the conversion rate under certain circumstances.

The form of the amendment to the Certificate of Designations of the Series D Preferred Stock relating to this Proposal 3 is attached to this Proxy Statement as Appendix C.

Series D Preferred Stock

As of the date of this Proxy Statement, we had 3,621,070 depositary shares issued and outstanding each representing a 1/1000^th ownership interest in a share of our Series D Preferred Stock. The liquidation preference is $25,000 per share ($25.00 per depositary share) of Series D Preferred Stock, plus accumulated and unpaid dividends.

The Series D Preferred Stock ranks senior to our Common Stock and on parity with our Series B Preferred Stock and our Series C Preferred Stock with respect to the payment of dividends and distribution of assets upon liquidation, dissolution or winding up. The Series D Preferred Stock has no stated maturity and is not subject to mandatory redemption or any sinking fund and will remain outstanding indefinitely unless repurchased or redeemed by us or converted into our Common Stock in connection with certain changes of control.

At any time on or after August 19, 2018, we may, at our option, redeem the Series D Preferred Stock, in whole at any time or in part from time to time, for cash at a redemption price of $25,000 per preferred share, plus all accumulated and unpaid dividends to, but not including, the date of redemption. We may redeem the Series D Preferred Stock following certain changes of control, if we do not exercise this option, then the holders of the Series D Preferred Stock have the option to convert the shares of preferred stock into up to 2,297.79 shares of our Common Stock per share of Series D Preferred Stock, subject to certain adjustments. If we exercise any of our redemption rights relating to shares of Series D Preferred Stock, the holders of Series D Preferred Stock will not have the conversion right described above with respect to the shares of Series D Preferred Stock called for redemption.

Holders of the Series D Preferred Stock have no voting rights except for limited voting rights if we fail to pay dividends for six or more quarterly periods (whether or not consecutive) and in certain other limited circumstances or as required by law.

Purpose and Effect of Approving the Amendment to the Certificate of Designations of the Series D Preferred Stock under Proposal 3

The primary purpose of amending the Certificate of Designations of the Series D Preferred Stock is to give the Company the flexibility to convert the outstanding shares of the Series D Preferred Stock into shares of the Company’s Common Stock upon approval of a majority of the shares of Common Stock and 66.67% of the votes entitled to be cast by the holders of the Series D Preferred Stock. Providing the Company with the ability to automatically convert the Series D Preferred Stock into the Company’s Common Stock will enable the Company to conserve cash by reducing its fixed dividend obligations and will increase the percentage of our capitalization that is Common Stock. It will also increase the likelihood of success of the Unsecured Notes Exchange Offers, as

holders of the Existing Unsecured Notes are expected to be more willing to convert into Common Stock if all of the Series D Preferred Stock is converted into Common Stock as well. Upon conversion, any holders of our Series D Preferred Stock will forego any dividends currently in arrears. Currently, holders of our Series D Preferred Stock are entitled to receive cash dividend payments of 9.75% per annum if declared by the Board, which the Board does not currently expect to declare in the future.

If Proposal 3 is approved, and the Company’s stockholders approve the Authorized Shares Proposal, we will file an amendment to the Certificate of Designations of the Series D Preferred Stock with the Office of the Secretary of State of the State of Delaware with respect to Proposal 3. If the Company chooses to exercise its conversion option by converting all of the outstanding shares of Series D Preferred into shares of the Company’s Common Stock, the Series D Preferred Stock will no longer be outstanding.

The form of the amendment to our Certificate of Designations of the Series D Preferred Stock with respect to Proposal 3 is attached to this Proxy Statement as Appendix C.

Consequences If Proposal 3 Is Not Approved

We intend to commence an offer to exchange all of our outstanding shares of Series D Preferred Stock for shares of the Company’s Common Stock. If Proposal 3 is not approved, the Company will proceed with the Series D Exchange Offer and any Series D Preferred Stock not tendered in the Series D Exchange Offer will remain outstanding.

Board Discretion

If Proposal 3 is approved, we intend to file a certificate of amendment to the Certificate of Designations of the Series D Preferred Stock with the Office of the Secretary of State of the State of Delaware with respect to Proposal 3. Such certificate will become effective upon filing. Our Board reserves the right, notwithstanding stockholder approval of any Proposal and without further action by our stockholders, to elect not to proceed with filing the amendment to the Certificate of Designations of the Series D Preferred Stock if, at any time prior to filing the amendment to the Certificate of Designations of the Series D Preferred Stock, our Board of Directors, in its sole discretion, determines that it is no longer in our best interests or the best interests of our stockholders.

Vote Required for Proposal 3

The affirmative vote of the holders of (i) a majority of the outstanding shares of Common Stock and (ii) two-thirds of the Series D Preferred Stock, voting separately as a class, is required to approve Proposal 3.

Recommendation

Our Board recommends a vote “FOR” Proposal 3.

PROPOSAL NO. 4 – APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF DESIGNATION OF THE SERIES E PREFERRED STOCK (PROPOSAL 4)

Our Board recommends the approval of Proposal 4, which relates to an amendment of the Certificate of Designation of the Series E Preferred Stock. The proposed amendment will include a Company conversion option under which the Company shall have the option for 90 days following the termination of our offer to exchange any and all shares of our outstanding Series E Preferred Stock for newly issued shares of our Common Stock (the “Series E Exchange Offer”) to cause all of the outstanding shares of Series E Preferred Stock to be automatically converted into that number of shares of the Company’s Common Stock that are issuable at the conversion rate of 5.188 shares of Common Stock per $10.00 liquidation preference, which is equivalent to a conversion price of approximately $1.93 per share of Common Stock. The amendment will also include certain provisions related to the conversion procedures and the adjustment of the conversion rate under certain circumstances.

The higher exchange ratio applicable to the Series E Preferred Stock relative to the Series C Preferred Stock and Series D Preferred Stock reflects the original liquidation preferences of the Series B Preferred Stock, Series C Preferred Stock and Series D Preferred stock tendered at a discount in exchange for the Series E Preferred Stock on December 18, 2015.

The form of the amendment to the Certificate of Designation of the Series E Preferred Stock relating to this Proposal 4 is attached to this Proxy Statement as Appendix D.

Series E Preferred Stock

As of the date of this Proxy Statement, we had 3,104,073 depositary shares issued and outstanding each representing a 1/1000^th ownership interest in a share of our Series E Preferred Stock. The liquidation preference is $10,000 per share ($10.00 per depositary share) of Series E Preferred Stock, plus accumulated and unpaid dividends. Dividends are payable quarterly in arrears beginning March 15, 2016. If we fail to pay dividends on our Series E Preferred Stock on any six dividend payment dates, whether or not consecutive, the dividend rate per annum will be increased by 1.0% until we have paid all dividends on our Series E Preferred Stock for all dividend periods up to and including the dividend payment date on which the accumulated and unpaid dividends are paid in full.

Each share is convertible at the option of the holder into our Common Stock at any time at an initial conversion rate of 5.0 shares of Common Stock per $10.00 liquidation preference, which is equivalent to an initial conversion price of approximately $2.00 per share of Common Stock. Upon conversion of the Series E Preferred Stock, we may choose to deliver the conversion value to holders in cash, shares of Common Stock, or a combination of cash and shares of Common Stock.

If a fundamental change occurs, holders may require us in specified circumstances to repurchase all or part of the Series E Preferred Stock. In addition, upon the occurrence of a fundamental change or specified corporate events, we will under certain circumstances increase the conversion rate by a number of additional shares of Common Stock. A “fundamental change” will be deemed to have occurred if any of the following occurs:

A “fundamental change” will not be deemed to have occurred if at least 90% of the consideration in the case of a merger or consolidation under the first clause above consists of Common Stock traded on a U.S. national securities exchange and the Series E Preferred Stock becomes convertible solely into such Common Stock.

We have the option to cause the Series B Preferred Stock to be automatically converted into the number of shares of Common Stock that are issuable at the then-prevailing conversion rate, pursuant to a conversion option in favor of the Company. We may exercise our conversion right only if, for 20 trading days within any period of 30 consecutive trading days ending on the trading day before the announcement of our exercise of the option, the closing price of the Common Stock equals or exceeds 150% of the then-prevailing conversion price of the Series E Preferred Stock.

At any time on or after April 10, 2018, we may, at our option, redeem the Series E Preferred Stock, in whole at any time or in part from time to time, for cash at a redemption price of $10,000 per preferred share, plus all accumulated and unpaid dividends to, but not including, the date of redemption. If we exercise our redemption rights relating to shares of Series E Preferred Stock, the holders of Series E Preferred Stock will not have the conversion right described above with respect to the shares of Series E Preferred Stock called for redemption.

Purpose and Effect of Approving the Amendment to the Certificate of Designation of the Series E Preferred Stock under Proposal 4

The primary purpose of amending the Certificate of Designation of the Series E Preferred Stock is to give the Company the flexibility to convert the outstanding shares of the Series E Preferred Stock into shares of the Company’s Common Stock upon approval of a majority of the shares of Common Stock and 66.67% of the votes entitled to be cast by the holders of the Series E Preferred Stock. Providing the Company with the ability to automatically convert the Series E Preferred Stock into the Company’s Common Stock will enable the Company to conserve cash by reducing its fixed dividend obligations and will increase the percentage of our capitalization that is Common Stock. It will also increase the likelihood of success of the Unsecured Notes Exchange Offers, as holders of the Existing Unsecured Notes are expected to be more willing to convert into Common Stock if all of the Series E Preferred Stock is converted into Common Stock as well. Upon conversion, any holders of our Series E Preferred Stock will forego any dividends currently in arrears. Currently, holders of our Series E Preferred Stock are entitled to receive cash dividend payments of 10.00% per annum if declared by the Company’s, which the Board does not currently expect to declare in the future.

If Proposal 4 is approved, and the Company’s stockholders approve the Authorized Shares Proposal, we will file an amendment to the Certificate of Designation of the Series E Preferred Stock with the Office of the Secretary of State of the State of Delaware with respect to Proposal 4. If the Company chooses to exercise its conversion option by converting all of the outstanding shares of Series E Preferred into shares of the Company’s Common Stock, the Series E Preferred Stock will no longer be outstanding.

The form of the amendment to our Certificate of Designation of the Series E Preferred Stock with respect to Proposal 4 is attached to this Proxy Statement as Appendix D.

Consequences If Proposal 4 Is Not Approved

We intend to commence an offer to exchange all of our outstanding shares of Series E Preferred Stock for shares of the Company’s Common Stock. If Proposal 4 is not approved, the Company intends to proceed with the Series E Exchange Offer and any Series E Preferred Stock not tendered in the Series E Exchange Offer will remain outstanding.

Board Discretion

If Proposal 4 is approved, we intend to file a certificate of amendment to the Certificate of Designation of the Series E Preferred Stock with the Office of the Secretary of State of the State of Delaware with respect to Proposal 4. Such certificate will become effective upon filing. Our Board reserves the right, notwithstanding stockholder approval of any Proposal and without further action by our stockholders, to elect not to proceed with filing the amendment to the Certificate of Designation of the Series E Preferred Stock if, at any time prior to filing the amendment to the Certificate of Designation of the Series E Preferred Stock, our Board of Directors, in its sole discretion, determines that it is no longer in our best interests or the best interests of our stockholders.

Vote Required for Proposal 4

The affirmative vote of the holders of (i) a majority of the outstanding shares of Common Stock and (ii) two-thirds of the Series E Preferred Stock, voting separately as a class, is required to approve Proposal 4.

Recommendation

Our Board recommends a vote “FOR” Proposal 4.

STOCK OWNERSHIP MATTERS

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a)Schedule 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”Act.”) requires our directors and officers, and persons who own more than 10% of a registered class of our equity securities,.

We are asking stockholders to file reports of ownershipvote “FOR” the following resolution:

“RESOLVED, that the stockholders approve, on Form 3 and changes in ownership on Forms 4 and 5 withan advisory basis, the SEC. Such officers, directors and 10% stockholders are also required to furnish us with copies of all Section 16(a) reports that they file.

To our knowledge, based solely on review of copies of such reports furnished to us and written representations that no other reports were required, all of our officers, directors and 10% stockholders complied with applicable reporting requirements of Section 16(a), with the exceptioncompensation of the reports on Form 4named executive officers as disclosed in this Proxy Statement for Walter G. Goodrich Robert C. Turnham, Jr., Mark E. FerchauPetroleum Corporation’s 2020 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Michael J. Killelea in connection withExchange Commission, including the grantSummary Compensation Table for 2019 and the other related tables and disclosure required by Item 402 of phantom stock on March 10, 2015, which were not filed until March 19, 2015.Regulation S-K.”

Recommendation of the Board

OUR BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE
APPROVAL OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS, AS DISCLOSED
IN THIS PROXY STATEMENT.

STOCK OWNERSHIP MATTERS

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth as of February 5, 2016March 24, 2020 (except as otherwise noted) certain information with respect to the amount of our Common Stockcommon stock beneficially owned (as defined by the SEC’s rules and regulations) by:

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The following table sets forth the names, ages and titles of our current executive officers.

Walter G. Goodrich’s biographical information may be found under “Proposal No. 1 – Election of Directors”.

Robert C. Turnham, Jr.’s biographical information may be found under “Proposal No. 1 – Election of Directors”.

Mark E. Ferchau became Executive Vice President of the Company in 2004. He had previously served as the Company’s Senior Vice President, Engineering and Operations, after initially joining the Company as a Vice President in 2001. Mr. Ferchau previously served as Production Manager for Forcenergy Inc. from 1997 to 2001 and as Vice President, Engineering of Convest Energy Corporation from 1993 to 1997. Prior thereto, Mr. Ferchau held various positions with Wagner & Brown, Ltd. and other independent oil and gas companies.

Michael J. Killelea joined the Company as Senior Vice President, General Counsel and Corporate Secretary in 2009. He was named Executive Vice President in 2016. Mr. Killelea has over 30 years of experience in the energy industry. In 2008, he served as interim-Vice President, General Counsel and Corporate Secretary for Maxus Energy Corporation. Prior to that time, Mr. Killelea was Senior Vice President, General Counsel and Corporate Secretary of Pogo Producing Company from 2000 through 2007. Mr. Killelea held various positions within the law department at CMS Energy Corporation from 1988 to 2000, including Chief Counsel at CMS Oil & Gas Company from 1995 to 2000.

Robert T. Barker joined the Company in 2007 as Manager, Financial Reporting and has held various positions within the Accounting Department with increasing responsibility. In 2015, Mr. Barker was named Vice President and Controller. In 2017, he was named Chief Financial Officer and in January 2018 named Senior Vice President. Mr. Barker has over 30 years of experience in the energy industry. Prior to joining the Company, Mr. Barker was Controller for Cygnus Oil and Gas Corporation. Mr. Barker is a certified public accountant and holds an M.B.A. from the University of Houston.

There are no family relationships between any of our directors and executive officers.

EXECUTIVE COMPENSATION

We are currently considered a “smaller reporting company” for purposes of the SEC’s executive compensation and other disclosure rules. In accordance with such rules, we are required to provide a Summary Compensation Table and an Outstanding Equity Awards at Fiscal Year End Table, as well as limited narrative disclosures. Further, our reporting obligations extend only to the individuals serving as our chief executive officer and our two next most highly compensated executive officers. We refer to the aforementioned individuals throughout this discussion as our “Named Executive Officers” and their names, titles and positions are as follows:

Summary Compensation

The following table summarizes, with respect to our Named Executive Officers, information relating to the compensation earned for services rendered in all capacities:

Non-Equity Incentive Plan Compensation.

Incentive awards, considered for payment annually, are granted under our annual non-equity incentive plan to ensure that our Named Executive Officers focus on the achievement of near-term goals that are approved by the Board. The awards may be earned if we achieve our objectives in key performance metrics and execute on strategic achievements as discussed below. Award targets as a percentage of base salary have historically been set near the median for similar positions at companies in our peer group.

For 2019, incentive award targets as a percentage of base salary were set at 125% for each of Mr. Goodrich and Mr. Turnham and 80% for Mr. Ferchau. The total amounts received under our annual non-equity incentive plan are composed of both quantitative performance metrics (with potential award payout ranging from zero to 180%, with a target award payout of 90% of the overall target award) and qualitative subjective evaluation (with potential award payout ranging from zero to 20%, with a target award payout of 10% of the overall target award).

Quantitative Performance Metrics.

The Compensation Committee selected the performance metrics set forth in the table below as the relevant financial targets for the annual non-equity incentive plan for 2019, which the Compensation Committee viewed as consistent with our 2019 business plan.

In general, our performance was at or just below targeted goal for each component. Accordingly, the Compensation Committee approved incentive award payouts for the executives at 110% of the total target award amount for the components tied to quantitative performance metrics.

Qualitative Subjective Evaluation. Given our overall performance in 2019, the Compensation Committee decided that the subjective portion under each Named Executive Officer’s incentive award would payout at 10% of target.

The actual number of performance share units that may be earned at various levels of absolute total shareholder return was approved by the Compensation Committee and is based on the following structure:

Additional Narrative Disclosure

Other Benefits

In addition to base pay, annual incentive awards, long-term equity-based incentives and severance benefits, we provide the following forms of compensation:

Potential Payments Upon Termination or a Change of Control

The discussion below discloses the amount of compensation and/or other benefits potentially due to our Named Executive Officers in the event of a Change of Control (as defined below), or a termination of their employment, including, but not limited to, in connection with a Change of Control. We believe that change of control protection allows management to focus their attention and energy on the business transaction at hand without any distractions regarding the effects of a change of control. Likewise, post-termination payments allow management to focus their attention and energy on making the best objective business decisions that are in the interest of the Company without allowing personal considerations to cloud the decision-making process.

On August 22, 2018, following approval by the Board, the Company entered into an amended and restated severance agreement (the “Amended Severance Agreement”) with each of our Named Executive Officers, which Amended Severance Agreements supersede and replace the prior severance agreements previously entered into with our Named Executive Officers.

Each Amended Severance Agreement provides for a term that commenced on August 22, 2018 and ends on the third anniversary of such date. The term of each Amended Severance Agreement may be renewed and extended by mutual agreement of the parties thereto.

Each Amended Severance Agreement provides that if the executive incurs a Qualifying Termination (as defined below), the executive will generally receive (i) a lump sum payment in cash equal to two times the sum of the executive’s annualized base salary and the most recent annual cash bonus awarded to the executive and (ii) health and life insurance coverage under the Company’s plans (or the equivalent thereof) on the same basis as it is provided to other senior executives of the Company through the second anniversary of the date of the Qualifying Termination. The Amended Severance Agreements do not entitle an executive to a payment based on the value of the equity awards granted by the Company to such executive within a specified period preceding a Qualifying Termination as the prior severance agreements previously entered into with our Named Executive Officers did.

In addition, upon a Qualifying Termination, subject to an executive’s compliance with non-competition and non-solicitation covenants that apply during the executive’s employment and for 12 months thereafter, the executive will be entitled to (x) immediate vesting of the portion of any outstanding and unvested restricted stock (or restricted stock unit) awards subject to time-based vesting (“Restricted Stock”) that would have vested during the Vesting Continuation Period (as defined below) if the executive had remained employed and (y) pro-rata vesting (based on the number of months from the date of grant through the end of the Vesting Continuation Period) of outstanding and unearned performance awards (“Performance Awards”) based on actual performance through the date of the Qualifying Termination. However, subject to the executive’s compliance with the aforementioned non-competition and non-solicitation covenants, the executive will be entitled to full accelerated vesting of Restricted Stock on the date of a Qualifying Termination if such Qualifying Termination occurs on or within 18 months following a Change

of Control. Further, notwithstanding the foregoing, upon a Change of Control, any unearned Performance Awards will vest based on actual performance through the date of the Change of Control. However, the awards granted to the executives in connection with the Company’s emergence from bankruptcy, specifically the Grant of Restricted Stock (Secondary Exit Award; UCC Warrant Exercise) are not entitled to any accelerated vesting pursuant to the Amended Severance Agreements.

For purposes of the Amended Severance Agreements, the terms below are generally defined as follows:

1.   “Cause” means (i) any material failure of an executive, after written notice, to perform the executive’s duties as an officer of the Company; (ii) the commission of fraud, embezzlement or misappropriation by the executive against the Company; (iii) a material breach by the executive of his fiduciary duty owed by him to the Company or its affiliates, or of any written workplace policies applicable to the executive (including the Company’s code of conduct and policy on workplace harassment), whether adopted on or after the date of the Amended Severance Agreement; or the (iv) conviction of the executive of a felony offense or a crime involving moral turpitude.

2.   A “Change of Control” of the Company is deemed to have occurred if, at any time on or after the date of the Amended Severance Agreement, (i) there is a sale, lease or other transfer of all or substantially all of the assets of the Company; (ii) the Company or its stockholders adopt a plan relating to the liquidation or dissolution of the Company; (iii) any person or group of persons acting in concert becomes the beneficial owner of fifty percent (50%) or more of the voting power of the Company’s securities generally entitled to vote in the election of directors; or (iv) there occurs a merger or consolidation of the Company unless, for at least six months after the transaction, beneficially own greater than fifty (50%) of the total voting power of all securities generally entitled to vote in the election of directors, managers or trustees of the surviving entity.

3.   “Change in Duties” shall mean the occurrence, on or within 18 months after the date upon which a Change of Control occurs, of any one or more of the following: (i) a reduction in the duties or responsibilities of an executive from those applicable to the executive immediately prior to the date on which the Change of Control occurs; (ii) a reduction in the executive’s current annual rate of total compensation; or (iii) a change in the location of the executive’s principal place of employment by more than 50 miles from the location where the executive was principally employed immediately prior to the date on which the Change of Control occurs, unless such relocation is agreed to in writing by the executive; provided, however, that a relocation scheduled prior to the date of the Change of Control shall not constitute a Change in Duties.

4.   “Qualifying Termination” shall mean the termination of an executive’s employment with the Company either by the Company without “Cause,” whether before or after a Change of Control, or by the executive due to a Change in Duties on or within 18 months following a Change of Control.

5.   “Vesting Continuation Period” shall mean, as applicable, if an executive experiences a Qualifying Termination after December 31, 2018, the period beginning on the date of the Qualifying Termination and ending on the date that is 12 months following the date of the Qualifying Termination.

AUDIT COMMITTEE MATTERS

Audit Committee Report

The Audit Committee was established to implement and to support oversight function of the Board of Directors with respect to the financial reporting process, accounting policies, internal controls and independent registered public accounting firm of Goodrich Petroleum Corporation.

Each member of the Audit Committee is an “independent” director and “financially literate” as determined by the Board, based on the listing standards of the New York Stock Exchange. Each member of the Audit Committee also satisfies the Securities and Exchange Commission’s additional independence requirements for members of audit committees. In addition, the Board has determined that Mr. Leight, the Chairman of the Audit Committee, qualifies as an “audit committee financial expert,” as defined by the Securities and Exchange Commission’s rules and regulations.

In fulfilling its responsibilities, the Audit Committee:

Based on these reviews and discussions, the Audit Committee recommended to the Board, and the Board approved, that the audited financial statements of Goodrich Petroleum Corporation be included in its Annual Report on Form 10-K for the year ended December 31, 2019 for filing with the Securities and Exchange Commission.

The information contained in this Audit Committee Report shall not be deemed to be “soliciting material” to be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filings with the Securities and Exchange Commission, or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate it by reference into a document filed under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Respectfully submitted by the Audit Committee of the Board of Directors,

Audit and Non-Audit Fees

The following table shows the fees billed to us related to the audit and other services provided by Moss Adams for 2018 and 2019.

CORPORATE GOVERNANCE

General

Our Board believes that adherence to sound corporate governance policies and practices is important in ensuring that we are governed and managed with the highest standards of responsibility, ethics and integrity and in the best interests of our stockholders. As a result, our Board has adopted key governance documents, including Corporate Governance Guidelines, Corporate Code of Business Conduct and Ethics and committee charters, which are intended to reflect a set of core values that provide the foundation for our governance and management systems and our interactions with others.

Copies of these documents are available on our website at http://goodrichpetroleumcorp.investorroom.com/corporate-governanceand are also available in print, free of charge, to any stockholder who requests them.

Corporate Governance Guidelines

Our Board has adopted Corporate Governance Guidelines, which can be viewed on our website at http://goodrichpetroleumcorp.investorroom.com/corporate-governance.

Among other things, the Corporate Governance Guidelines address the following matters:

Corporate Code of Business Conduct and Ethics

Our Corporate Code of Business Conduct and Ethics, which is applicable to our directors, employees, agents and representatives, can be viewed on our website at http://goodrichpetroleumcorp.investorroom.com/corporate-governance. Any change to, or waiver from, our Corporate Code of Business Conduct and Ethics may be made only by our independent directors and will be disclosed as required by applicable securities laws and listing standards.

Our Board

Board Size; Director Independence

Our Board consists of eight members, all of whom are being renominated.

In determining director independence, the Nominating and Corporate Governance Committee reviews the relationships between the Company and each director and reports the results of its review to the Board. The Board uses this information to aid it in making its determination of independence. The Board has determined that to be considered independent, an outside director may not have a direct or indirect material relationship with the Company. A material relationship is one which impairs or inhibits – or has the potential to impair or inhibit – a director’s exercise of critical and disinterested judgment on behalf of the Company and its stockholders. In determining whether a material relationship exists, the Board considers, for example, any transactions between the Company and an entity with which a director is affiliated (as an executive officer, partner or substantial stockholder) and whether a director is a current or former employee or consultant of the Company. The Board consults with the Company’s legal counsel to ensure that the Board’s determinations are consistent with all relevant securities and other laws and regulations regarding the definition of “independent director,” including but not limited to those set forth in pertinent listing standards of the NYSE American and SEC rules as in effect from time to time.

Consistent with these considerations, the Board has reviewed all the relationships between the Company and the members of the Board and has affirmatively determined that all directors are independent directors except Mr. Walter

G. Goodrich and Mr. Robert C. Turnham, Jr., who are employees of the Company. The chart below describes the basis for the Board’s determination that the director is independent. Although service as a director of another company alone is not a material relationship that would impair a director’s independence, those relationships have been reviewed and are set forth below. None of the relationships considered below are relationships that would preclude a finding of independence under the NYSE American bright line rules or would require disclosure pursuant to Item 404 of Regulation S-K. In addition, none of the relationships considered below would cause a director who serves on a Board committee to violate a heightened standard applicable to membership on that committee.

Board Meetings, Annual Meeting Attendance

Our Board held ten meetings during the fiscal year ended December 31, 2019. Each director attended 100% of the meetings of the Board and the committees of which each was a member. Board members are requested and encouraged to attend the Annual meeting. In 2019, all directors attended the annual meeting in person.

Executive Sessions and Presiding Director

To facilitate candid discussion by our non-management directors, the agenda for certain Board and committee meetings provides for a meeting of non-management directors in executive session without any members of management present. Timothy D. Leuliette has been designated as the director to preside over executive sessions of non-management directors. Our independent directors meet separately at least once a year in accordance with the listing standards of the NYSE American.

Limitation on Public Company Board Service

To ensure that each director is able to devote sufficient time to performing his duties, the number of other public company boards on which a director may serve is subject to a case-by-case review by the Nominating and Corporate Governance Committee. In addition, the Audit Committee’s Charter prohibits committee members from serving on the audit committee of more than two other public company boards unless our Board determines that such simultaneous service does not impair the ability of the director to effectively serve on the Audit Committee.

Chairman and Chief Executive Officer

Our Board has determined that a leadership structure consisting of a combined role of Chairman of the Board and Chief Executive Officer, together with a strong Lead Independent Director, is appropriate for our Company. As Mr. Goodrich bears the primary responsibility for managing our day-to-day business, the combination of the role of Chairman and Chief Executive Officer ensures that key business issues and stockholder interests are brought to the attention of our Board. In addition, as a result of his role as the Chief Executive Officer of the Company, Mr. Goodrich has Company-specific experience that can benefit his role as Chairman of the Board in identifying strategic priorities, leading the discussion and execution of strategy, and facilitating the flow of information between management and the Board.

To give a significant voice to our independent, non-management directors and to reinforce effective, independent leadership on the Board, and in recognition of his demonstrated leadership skills, the Board has appointed Mr. Leuliette as Lead Independent Director. As Lead Independent Director, Mr. Leuliette serves as liaison between the Chairman and the independent directors; approves meeting agendas for the Board; approves meeting schedules to assure that there is sufficient time for discussion of all agenda items; has the authority to call meetings of the independent directors; and if requested by major stockholders, ensures that he is available for consultation and direct communication.

We believe that the above structure, when combined with the Company’s other governance policies and procedures, provide for appropriate oversight, discussion and evaluation of decisions and direction from the Board, and are in the best interest of our stockholders.

Our Board’s Role in Risk Oversight

Our Board generally administers its risk oversight function through the Board as a whole. Our Chief Executive Officer, who reports to the Board, and the other executives named in this proxy statement, who report to our Chief Executive Officer, have day-to-day risk management responsibilities. Each of these executives attends the meetings of our Board, where the Board routinely receives reports on our financial results, the status of our operations and our safety performance, and other aspects of implementation of our business strategy, with ample opportunity for specific inquiries of management. The Audit Committee provides additional risk oversight through its quarterly meetings, where it receives a report from our Chief Financial Officer, and reviews our contingencies, significant transactions and subsequent events, among other matters, with management and our independent auditors. In addition, our Hedging Committee assists management in establishing pricing and production guidelines to be used by management in entering into oil and gas hedging contracts in order to manage the commodity price risk for a portion of our oil and gas production.

Annual Board Evaluation

The Nominating and Corporate Governance Committee is responsible for the Board evaluation process. In December of each fiscal year, the Nominating and Corporate Governance Committee requests that the Chairman of each committee report to the full Board about the committee’s annual evaluation of its performance and evaluation of its charter. In addition, the Nominating and Corporate Governance Committee receives comments from all directors and reports to the full Board with an assessment of the Board’s and management’s performance each fiscal year.

Director Orientation and Continuing Education

Our Board takes measures as it deems appropriate to ensure that its members may act on a fully informed basis. The Nominating and Corporate Governance Committee evaluates general education and orientation programs for our directors. Newly appointed directors are required to become knowledgeable (if not already) about the responsibilities of directors for publicly traded companies. In addition, we provide our directors with information regarding changes in our business and industry as well as the responsibilities of the directors in fulfilling their duties.

Director Nomination Process

Director Qualifications

When identifying prospective director nominees, or reevaluating our current directors, our Board, with assistance from the Nominating and Corporate Governance Committee, considers the following:

Although we do not have a formal policy for the consideration of diversity in identifying director nominees, the Nominating and Corporate Governance Committee believes that the backgrounds and qualifications of the directors, considered as a group, should provide a diverse mix of skills, knowledge, attributes and experiences that cover the spectrum of areas that affect our business. The Nominating and Corporate Governance Committee regularly assesses whether the mix of skills, experience and background of our Board as a whole is appropriate for us. Our Board periodically reviews and assesses the effectiveness of its practices, including with respect to board diversity, used in considering potential director candidates.

In the case of directors being considered for reelection, our Board also takes into account the director’s history of attendance and participation at Board and committee meetings, and the director’s tenure as a member of our Board.

Director Nominations

In connection with its governance function, the Nominating and Corporate Governance Committee identifies individuals qualified to become Board members and recommends those individuals for election as directors, either at the annual meeting of stockholders or to the Board to fill any vacancies. When the need to fill a vacancy arises, the Nominating and Corporate Governance Committee solicits recommendations from existing directors and from senior management. These recommendations are considered along with, and the same criteria are used to assess, any recommendations made by stockholders. There have been no material changes to the procedures by which stockholders may nominate director candidates to the Nominating and Corporate Governance Committee since the Company last provided this disclosure.

The Board did not retain, and we did not pay a fee to, any third party to assist in the process of identifying or evaluating prospective director nominees for election at the Annual Meeting, nor did we receive any director nominees put forward by a stockholder or group of stockholders who beneficially own more than 5% of our common stock.

Communications with our Board

Our Board welcomes communications from our stockholders and other interested parties. Stockholders and any other interested parties may send communications to our Board, to any Board committee, to the Chairman of our Board, or to any director in particular, to:

c/o Goodrich Petroleum Corporation
801 Louisiana Street, Suite 700
Houston, Texas 77002

Any correspondence addressed to our Board, any Board committee, the Chairman of our Board or to any one of the directors in care of us is required to be forwarded to the addressee or addressees without review by any person to whom such correspondence is not addressed. Comments or complaints relating to our accounting, internal accounting controls or auditing matters may be reported by going to https://goodrichpetroleum.alertline.com/gcs/welcome or by calling the (toll-free) hotline number 1-877-874-8416.

Standing Committees of our Board

Committee Composition

The following table lists our four Board committees and the directors who currently serve on them.

X Member

Hedging Committee

The Hedging Committee’s principle function is to assist management in establishing pricing and production guidelines to be used by management in entering into oil and gas hedging contracts in order to manage the commodity price risk for a portion of our oil and gas production. The Hedging Committee held three meetings during the fiscal year ended December 31, 2019, and took action through unanimous written consent throughout the year.

Audit Committee

Pursuant to its charter, our Audit Committee functions in an oversight role and has the following purposes:

A copy of our Audit Committee Charter can be viewed on our website at http://goodrichpetroleumcorp.investor
room.com/corporate-governance

In connection with these purposes, the Audit Committee recommends to our Board the independent registered public accounting firm to be engaged to audit our financial statements, annually reviews the independent auditor’s independence and quality control procedures, meets with the auditors and our financial management to review with them our significant accounting policies and its internal controls, provides opportunities for the auditors to meet with

the Audit Committee and management, discusses matters discussed at Audit Committee meetings with the full Board, investigates any matters brought to its attention within the scope of its duties, reviews and assesses the adequacy of the Audit Committee charter on an annual basis, and has general responsibility in connection with related matters.

Our Board has determined that each member of the Audit Committee is independent under the SEC’s rules and regulations, the listing standards of the NYSE American and our Corporate Governance Guidelines. In addition, our Board has determined that each member of the Audit Committee has the requisite accounting and related financial management expertise under the listing standards of the NYSE American. Based on Mr. Leight’s business experience, which is described in more detail under “Proposal No. 1-Election of Directors — Director Nominees,” our Board has determined that he qualifies as an “audit committee financial expert” under the SEC’s rules and regulations. None of the members of the Audit Committee serve on the audit committee of more than two other public companies.

Our Audit Committee held nine meetings during the fiscal year ended December 31, 2019, including quarterly meetings, and took action through unanimous written consent throughout the year.

Compensation Committee

Pursuant to its charter, our Compensation Committee’s duties include, among other things, the responsibility to:

A copy of our Compensation Committee Charter can be viewed on our website at http:// goodrichpetroleumcorp.investorroom.com/corporate-governance

In connection with these purposes, the Compensation Committee reviews corporate goals and objectives relevant to our compensation. In addition, the Compensation Committee reviews our compensation and benefit plans to ensure that they meet these corporate goals and objectives. In consultation with our Chief Executive Officer, our Compensation Committee makes recommendations to the Board on compensation of all of our officers, the granting of awards under and administering our long term incentive and other benefit plans, and adopting and changing our major compensation policies and practices.

Our Board has determined that each member of the Compensation Committee is independent under the listing standards of the NYSE American (including the heightened requirements applicable to compensation committee members) and our Corporate Governance Guidelines.

Our Compensation Committee held three meetings during the fiscal period ended December 31, 2019, including quarterly meetings, and took action through unanimous written consent throughout the year.

Nominating and Corporate Governance Committee

Pursuant to its charter, the Nominating and Corporate Governance Committee’s duties include, among other things, the responsibility to:

A copy of our Nominating and Corporate Governance Committee Charter can be viewed on our website at http://goodrichpetroleumcorp.investorroom.com/corporate-governance

In connection with these duties, the Nominating and Corporate Governance Committee actively seeks individuals qualified to become members of our Board, seeks to implement the independence standards required by law, applicable listing standards, our Amended and Restated Certificate of Incorporation and Bylaws and our Corporate Governance Guidelines, assesses the adequacy of our Corporate Governance Guidelines and recommends any proposed changes to our Board, and actively involves itself in our succession planning.

Our Board has determined that each member of the Nominating and Corporate Governance Committee is independent under the listing standards of the NYSE American and our Corporate Governance Guidelines.

Our Nominating and Corporate Governance Committee held three meetings during the fiscal period ended December 31, 2019, and took action through unanimous written consent during the year.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Our Compensation Committee is comprised of Messrs. Leuliette, Coleman, and Sondey. During the fiscal year ended December 31, 2019, no member of the Compensation Committee (1) was an officer or employee, (2) was formerly an officer or employee, or (3) had any relationship requiring disclosure under the rules and regulations of the SEC.

During the fiscal year ended December 31, 2019, none of our executive officers served as a (1) member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served on the Compensation Committee of our Board, (2) director of another entity, one of whose executive officers served on the Compensation Committee of our Board, or (3) member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served on our Board.

TRANSACTIONS WITH RELATED PERSONS

Policies and Procedures

Introduction

The Board of Directors recognizes that related person transactions present a heightened risk of conflicts of interest and/or improper valuation (or the perception thereof) and therefore has adopted a policy that requires the following in connection with all related person transactions involving the Company.

Any “Related Person Transaction” shall be consummated or shall continue only if:

For these purposes, a “Related Person” is:

For these purposes, a “Related Person Transaction” is a transaction between us and any Related Person (including any transactions requiring disclosure under Item 404 of Regulation S-K), other than:

Audit Committee Approval

The Board of Directors has determined that the Audit Committee of the Board is best suited to review and approve Related Person Transactions. Management shall present any proposed Related Person Transactions to the Committee for review prior to consummation of the transaction. After review, the Audit Committee shall approve or disapprove such transactions and at each subsequently scheduled meeting, management shall update the Audit Committee as to any material change to those proposed transactions.

Disclosure

There were no reportable Related Person Transactions for the fiscal year ended December 31, 2019.

DIRECTOR COMPENSATION

General

The following table sets forth a summary of the compensation paid to or earned by our non-employee directors in 2019. Directors who are our full-time employees receive no compensation for serving as directors.

Director Compensation for Year Ended December 31, 2019

STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 20162021 ANNUAL
MEETING OF STOCKHOLDERS

Pursuant to the SEC’s rules and regulations, stockholders interested in submitting proposals for inclusion in our proxy materials and for presentation at our 20162021 Annual Meeting of Stockholders may do so by following the procedures set forth in Rule 14a-8 under the Exchange Act. In general, stockholderStockholder proposals must have beenbe received by our Secretary at Goodrich Petroleum Corporation, 801 Louisiana Street, Suite 700, Houston, Texas 77002 no later than January 6, 2016December 15, 2020 to be eligible for inclusion in our proxy materials.materials, unless otherwise disclosed by the Company within a reasonable time before the Company releases its proxy materials for the 2021 Annual Meeting of Stockholders.

In addition to the SEC’s rules and regulations described in the preceding paragraph, and as more specifically provided for in our Bylaws, a stockholder making a nomination for election to our Board or a proposal of business (other than pursuant to Rule 14a-8) for our 20162021 Annual Meeting of Stockholders must deliver proper notice to our Secretary at Goodrich Petroleum Corporation, 801 Louisiana Street, Suite 700, Houston, Texas 77002 at least 90 days prior to the one year anniversary date of the 20152020 Annual Meeting and no more than 120 days prior to the one year anniversary date of the 2020 Annual Meeting. As a result,Therefore, for a stockholder nomination for election to our Board or a proposal of business (other than pursuant to Rule 14a-8) to be considered at the 20162021 Annual Meeting of Stockholders, it must be properly submitted to our Secretary no later than the close of business February 29, 2016.11, 2021, no earlier than the close of business January 12, 2021, unless otherwise disclosed by the Company within a reasonable time before the 2021 Annual Meeting of Stockholders, and must meet all the requirements set forth in our Bylaws. In the event that the actual date of the 2021 Annual Meeting of Stockholders is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder must be so delivered not earlier than 120 days prior to such annual meeting and not later than the later of 90 days prior to such annual meeting or, if the first public announcement of the date of such annual meeting is less than 90 days prior to the date of such annual meeting, the tenth day following the day on which public announcement of the date of such meeting is first made by the Corporation, and must meet all the requirements set forth in our Bylaws.

ForIn summary, for each individual that a stockholder proposes to nominate as a director, the stockholder must provide notice to our Secretary setting forth all of the information required in solicitations of proxies under the SEC’s rules and regulations and any other law. ForIn summary, for any other business that a stockholder desires to bring before our 20162021 Annual Meeting of Stockholders, the stockholder must provide a brief description of the business, the reasons for conducting the business and any material interest in the business of the stockholder. If a stockholder provides notice for either event described above, the notice must include the following information:

Detailed information for submitting stockholder proposals is available upon written request to our Secretary at Goodrich Petroleum Corporation, 801 Louisiana Street, Suite 700, Houston, Texas 77002. These requirements are separate from, and in addition to, the SEC’s rules and regulations that a stockholder must meet in order to have a stockholder proposal included in our Proxy Statementproxy statement for the 20162021 Annual Meeting of Stockholders.

OTHER MATTERS

Our Board does not know of any other matters that are to be presented for action at the SpecialAnnual Meeting. However, if any other matters properly come before the SpecialAnnual Meeting or any adjournment(s) thereof, it is intended that the enclosed proxy will be voted in accordance with the judgmentrecommendations of the persons votingBoard.

The information contained in this proxy statement in the proxy.sections entitled “Audit Committee Report” shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filings with the SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically incorporate it by reference into a document filed under the Securities Act of 1933, as amended, or the Exchange Act.