UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a - 101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.     )

Filed by the registrant  x☒                             Filed by a party other than the registrant  ¨☐

Check the appropriate box:

COMSTOCK RESOURCES, INC.

(Name of Registrant as Specified in its Charter)

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

Payment of Filing Fee (check the appropriate box):

COMSTOCK RESOURCES, INC.

Notice of Special2017 Annual Meeting of Stockholders

and Proxy Statement

Tuesday, November 8, 2016

10:00 A.M.

Comstock Resources, Inc.

Corporate Headquarters

5300 Town and Country Blvd.

Suite 500

Frisco, Texas 75034

		Tuesday, May 16, 2017 10:00 A.M. Comstock Resources, Inc. Corporate Headquarters 5300 Town and Country Blvd. Suite 300 Frisco, Texas 75034

To the Stockholders of Comstock Resources, Inc.:

On September 6, 2016 we successfully completed an exchange offer with holdersWe are pleased to invite you to attend the Annual Meeting of approximately 98% of aggregate principal amount of our senior notes who exchanged their senior notes for new first and second lien senior secured notes with equity conversion and pay-in-kind interest features. This transaction provided us enhanced liquidity which will allow us to continue and to accelerate our successful Haynesville shale drilling program. The second lien notes issued in the exchange are convertible into shares of our common stock. We have called this special meeting of the stockholders in order to obtain stockholder approval for the potential issuance of shares of common stock upon the conversion of the second lien notes in accordance with the rules of the New York Stock Exchange.

As a stockholderStockholders of Comstock Resources, Inc. you are invited to attend the Special Meeting of Stockholders. The meeting will be held at 10:00 a.m., local time, on Tuesday, November 8, 2016,May 16, 2017, at the Company’s headquarters at 5300 Town and Country Blvd., Suite 500,3rd Floor, in Frisco, Texas. Our Board of Directors and management look forward to greeting those of you who are able to attend in person.

At this Specialyear’s Annual Meeting, you will be asked to vote on threea number of items more fully addressed in our Notice of SpecialAnnual Meeting of Stockholders, including:

Our Board of Directors is soliciting proxies so that each stockholder has an opportunity to have their shares represented at the SpecialAnnual Meeting. If you do not plan to attend, please vote your shares by Internet,internet, by telephone, or, if you received our proxy materials by mail, by returning the accompanying proxy card, as soon as possible so that your shares will be voted at the meeting. Instructions on how to vote can be found in our Proxy Statement.

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

Sincerely,

Sincerely,

M. Jay Allison

Chairman of the Board and

Chief Executive Officer

COMSTOCK RESOURCES, INC.

Notice of Special Meeting

May 16, 2017

November 8, 2016

10:00 a.m. Central Time

ITEMS OF BUSINESS

RECORD DATE

September 16,March 22, 2017

ANNUAL REPORT

Our Annual Report to Stockholders for the year ended December 31, 2016,

AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 8, 2016

This Notice which is not a part of Special Meeting of Stockholders and the Proxy Statement are first being mailed to stockholders on or about September 29, 2016. This Notice of Special Meeting of Stockholders and the Proxy Statement are alsoproxy solicitation materials, is available on our website at www.comstockresources.com. If you received a printed copy of the proxy materials, a printed Annual Report was enclosed.

PROXY VOTING

Stockholders of record may vote in person at the meeting, but may also appoint proxies to vote their shares in one of three ways, by:

If your shares are held by a bank, broker or other holder of record, you may appoint proxies to vote your shares on your behalf as instructed by that bank, broker or other holder of record. If your shares are held by any such person or entity, you may obtain a proxy from that entity and bring it with you to hand in with your ballot in order to be able to vote your shares at the meeting.

Any proxy may be revoked at any time before it is exercised at the meeting.

By Order of the Board of Directors,

		By Order of the Board of Directors,
Roland O. Burns Secretary
		Roland O. Burns
		Secretary

Table of Contents

PROXY SUMMARY

PROXY SUMMARY

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COMSTOCK RESOURCES, INC.

Proxy Statement for the SpecialAnnual Meeting of Stockholders

to be Held November 8, 2016May 16, 2017

This proxy statement is furnished in connection with the solicitation of proxies by our Board of Directors for use at our 2017 Annual Meeting.

In accordance with the rules of the SEC,Securities and Exchange Commission (the “SEC”), we are furnishing our proxy materials (proxy statement for this Specialthe 2017 Annual Meeting, the proxy card and the proxy card)2016 Annual Report to Stockholders) by providing access to these materials on the Internet, instead of mailing a printed copy of our proxy materials to each stockholder of record or beneficial owner.

A Notice of Meeting and Internet Availability of Proxy Materials will be mailed to stockholders on or about September 29, 2016.April 3, 2017. We are providing this notice in lieu of mailing the printed proxy materials to instruct stockholders as to how they may: (1) access and review the proxy materials on the Internet; (2) submit their proxy; and (3) receive printed proxy materials.

Stockholders may request to receive printed proxy materials by mail or electronically bye-mail on an ongoing basis at no charge by following the instructions in the notice. A request to receive proxy materials in printed form by mail or bye-mail will remain in effect until such time as the submitting stockholder elects to terminate it.

Questions and Answers about the SpecialAnnual Meeting and Voting

Why am I receiving these materials?

A Notice of SpecialAnnual Meeting of Stockholders or Notice Regarding the Availability of Proxy Materials has been provided to you because you are a Comstock stockholder and because the Board is soliciting your proxy to vote your shares at the SpecialAnnual Meeting.

What is the purpose of the SpecialAnnual Meeting?

At the SpecialAnnual Meeting, our stockholders will act upon the matters outlined in the Notice of SpecialAnnual Meeting of Stockholders on the cover page of this Proxy Statement. We will also transact any other business as may properly come before the SpecialAnnual Meeting or any adjournment thereof.

Where can I find more information about proxy voting?

The SEC has created an educational website where you can learn more about proxy voting:www.sec.gov/spotlight/proxymatters.shtml.

Who is entitled to vote at the SpecialAnnual Meeting?

Owners of shares of common stock of the Company at the close of business on September 16, 2016March 22, 2017 (the “Record Date”) are entitled to vote at and participate in the SpecialAnnual Meeting.

What are the voting rights of holders of common stock?

Each outstanding share of common stock will be entitled to one vote on each matter to come before the SpecialAnnual Meeting.

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

What happens if additional matters are presented at the SpecialAnnual Meeting?

If another proposal is properly presented for consideration at the SpecialAnnual Meeting, the persons named in the Proxy Card will vote as recommended by the Board or, if no recommendation is given, these persons will exercise their discretion in voting on the proposal.

How can shares be voted?

Shares of common stock can be voted in person at the SpecialAnnual Meeting or they can be voted by proxy or voting instructions can be given, in one of three ways, by:

The instructions for each are on the Proxy Card, in the Notice Regarding the Availability of Proxy Materials, or on the voting form enclosed with the proxy from the bank, broker or other holder of record. If your shares are held by any such person or entity, you may obtain a proxy from that entity and bring it with you to hand in with your ballot in order to be able to vote your shares at the SpecialAnnual Meeting.

What vote is required for approval?

With regard to Proposal 1 (election of directors), the affirmative vote of the majority of the votes cast at the Annual Meeting is required by our bylaws for the election of a director.

The affirmative vote of the holders of at least a majority of the outstanding shares of common stock of the Company represented at the SpecialAnnual Meeting and entitled to vote is required for approval of Proposals 1 and 2.

With regard toProposal 2 (ratification of the Company’s independent registered public accountants), Proposal 3 (amending our Restated Articles of Incorporation), the affirmative vote of the holders of at least a majority of the outstanding shares of common stock and entitled to(advisory vote on this proposal is required for approval.the Company’s 2016 compensation of its named executive officers), and Proposal 4 (advisory vote on the frequency of future stockholder advisory votes on executive compensation). The votes on Proposals 3 and 4, however, are advisory in nature and will not be binding on the Company, the Board or the compensation committee.

How will votes be counted?

For shares held in your own name, votes will be counted as directed, except when no choice for any particular matter is made. In that case, and only for the matter for which no choice is indicated, the shares will be voted as recommended by the Board.

For shares held indirectly through a bank, broker or other holder of record (i.e., in “street name”), unless you give your broker, bank or other holder of record specific instructions, your shares will onlynot be voted on any of the proposals other than Proposal 3.2. Under the NYSENew York Stock Exchange (“NYSE”) rules that govern voting by brokers of shares held in street name, brokers have the discretion to vote these shares only on routine matters, but not onnon-routine matters, as defined by those rules. The only matter that will be voted on that is considered routine under these rules is Proposal 2 (the ratification of the appointment of Ernst & Young LLP to serve as our independent registered public accountants for fiscal year 2017).

What is a brokernon-vote and what is the effect of a brokernon-vote?

A “brokernon-vote” occurs when a stockholder who holds shares indirectly does not give instructions to the holder of record on how the stockholder wants his or her shares voted, but the holder of record exercises its discretionary authority under the rules of the NYSE to vote on one or more, but not all, of the proposals. In such a case, a “brokernon-vote” occurs with respect to the proposals not voted on. Shares represented by “brokernon-votes” will, however, be counted in determining whether a quorum is present.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

In the absence of instructions from the stockholder, the holder of record hasmay only exercise its discretionary authority and vote the shares it holds as a holder of record on Proposal 2 (ratification of the appointment of the Company’s independent registered public accountants), and does not have the discretionary authority to vote them on any of the shares held by it only on Proposal 3. Accordingly,other Proposals.

Therefore, if you holdare a “street-name” holder, your shares in “street name”,will not be voted on any Proposal for which you must instructdo not give your broker, bank or other holder of record instructions on how to vote for each of Proposals 1 and 2 in order for your shares to be voted on such proposals atany Proposal other than Proposal 2.

Brokernon-votes will not affect the Special Meeting.voting.

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What is an abstention and what is the effect of an abstention?

If you do not desire to vote on any proposal or have your shares voted as provided for in the preceding answer, you may abstain from voting by marking the appropriate space on the Proxy Card or by following the telephone or Internet instructions. Shares voted as abstaining will be counted as present for the purpose of establishing a quorum and for the purpose of determining the number of votes needed for approval of the Proposals before the SpecialAnnual Meeting.

Abstentions will have the effect of a negative vote for Proposals 1, 2, 3, and 3.4.

What constitutes a quorum?

The presence at the SpecialAnnual Meeting of the holders of a majority of the shares of the common stock outstanding on the Record Date, in person or by proxy, will constitute a quorum, permitting business to be conducted at the SpecialAnnual Meeting. As of the Record Date, 13,147,91415,283,541 shares of common stock were outstanding. Therefore, the presence of the holders of common stock representing at least 6,573,9587,641,773 votes will be required to establish a quorum.

What shares will be considered “present” at the SpecialAnnual Meeting?

The shares voted at the SpecialAnnual Meeting, shares properly voted by Internet or telephone, and shares for which properly signed Proxy Cards have been returned will be counted as “present” for purposes of establishing a quorum. Proxies containing instructions to abstain on one or more matters, those voted on one or more matters and those containing brokernon-votes will be included in the calculation of the number of votes considered to be present at the SpecialAnnual Meeting.

How can a proxy be revoked?

You can revoke a proxy at any time prior to a vote at the SpecialAnnual Meeting by:

Shares held indirectly in the name of a bank, broker or other holder of record may be revoked pursuant to the instructions provided by such person or entity.

Who will count the votes?

We have

The Company has hired a third party to determine whether or not a quorum is present at the SpecialAnnual Meeting and to tabulate votes cast.

Where can I find the results of the voting?

The voting results will be announced at the SpecialAnnual Meeting and filed on a Form8-K with the SEC within four business days of the SpecialAnnual Meeting.

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Voting Securities and Principal Holders

Security Ownership of Certain Beneficial Owners

Ownership of our common stock is shown in terms of “beneficial ownership.” Generally, a person “beneficially owns” shares if he or she has either the right to vote those shares or dispose of them. More than one person may be considered to beneficially own the same shares. The percentages shown in this Proxy Statement comparereflect the stockholder’s beneficially owned shares withas a percentage of the total number of shares of our common stock outstanding on September 16, 2016 (13,147,914March 22, 2017 (15,283,541 shares) plus the number of unissued shares as to whichthat such owner has the right to acquire voting or dispositive power of on or before November 15, 2016.May 21, 2017. Except as otherwise indicated, we believe each beneficial owner named below has sole voting and sole dispositive power with respect to all shares beneficially owned. The outstanding shares of common stock exclude 34,773,981 shares issuable upon conversion of the principal amount of our 7 ³⁄₄% Convertible Secured PIK Notes and 9 ¹⁄₂% Convertible Secured PIK Notes (collectively the “Convertible Notes”). Until converted, the Convertible Notes have no voting rights. The following table lists the stockholders known to have been the beneficial owners of more than 5% of theour common stock outstanding as of September 16, 2016:March 22, 2017:

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VOTING SECURITIES AND PRINCIPAL HOLDERS

Security Ownership of Management

The following table sets forth information as of September 16, 2016March 22, 2017 concerning beneficial ownership information for our directors, nominees for director and executive officers:

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Prior

PROPOSAL 1    ELECTION OF DIRECTORS

On the agenda for the Annual Meeting will be the election of nine directors, each to September 6, 2016, we retired $236.9 millionserve a term of our outstanding 7 ³⁄₄% Senior Notes due 2019one year beginning at the Annual Meeting and 9 ¹⁄₂% Senior Notes due 2020 in open market purchasesuntil their successors are duly elected and through exchangesqualified. If you do not vote for a particular nominee on your Proxy Card, your vote will not count either “for” or “against” the nominee.

In contested elections where the number of our common stock with holdersnominees exceeds the number of such notes. After these transactions, we had outstandingdirectors to be elected, the vote standard is a totalplurality vote. In an uncontested election, any nominee for director who has a majority of $1.2 billion of long-term debt. In ordervotes cast “withheld” from his or her election will be required to further restructure our outstanding debt,promptly tender his or her resignation to the Board. The corporate governance/nominating committee will consider the tendered resignation and recommend to the Board whether to accept or reject the resignation. The Board will act on September 6, 2016, we completed an exchange with the holders of approximately 98% aggregate principal amount of our senior notes, which may require the future issuance of shares of our common stock in connection with the Convertible Notes issuedcommittee’s recommendation and publicly disclose its decision. Any director who tenders his or her resignation will not participate in the Exchange Offer.committee’s recommendation or the board action regarding whether to accept or reject the tendered resignation.

Any vacancies on the Board may be filled by a majority of the directors then in office. Each director elected in this manner will hold office until his or her successor is elected and duly qualified.

Our common stock is listed on the NYSE,Board presently consists of eight members, all of whom are elected to serve one year terms. The Board has nominated M. Jay Allison, Roland O. Burns, Elizabeth B. Davis, David K. Lockett, Cecil E. Martin, Frederic D. Sewell, David W. Sledge and we are subject to rules and regulations set forth in the NYSE Listed Company Manual. Section 312.03(c) of the NYSE Listed Company Manual requires stockholder approval priorJim L. Turner forre-election to the issuanceBoard of common stock (or securities convertible into or exercisableDirectors, each to serve for common stock) equal to 20% or morea term of our outstanding common stock or 20% or more of the voting power outstanding before the issuance of such securities. At the Special Meeting, we are seeking approval from our stockholdersone year. The Board has additionally nominated Morris E. Foster for the issuance of upelection to a maximum of 46,444,212 shares of common stock which would be issued upon conversion of the Convertible Notes. The issuance of such shares will result in us issuing shares ofcurrently vacant seat on our common stock that exceed, in the aggregate, the 20% threshold specified in Section 312.03(c) of the NYSE Listed Company Manual.

If stockholder approval is not obtained by December 31, 2016 and such failureBoard to obtain stockholder approval continuesserve for a periodterm of 90 days thereafter, the Convertible Notes will not be convertible into common stock and such failure to obtain stockholder approval will result in a default under such notes. Such default may in turn result in a default under our debt agreements. Such defaults would likely require us to file for bankruptcy protection.one year.

We intend to file with the NYSE one or more supplemental listing applications to list the shares of common stock issued in connection with the potential conversion of the Convertible Notes. Holders of common stock are not entitled to preemptive rights in future offerings of our common stock. Under Nevada law, stockholders are not entitled to appraisal rights in connection with this proposal.

The Board recommends that youstockholders vote “FOR” the proposal to approve future issuanceselection of up to a maximum of 46,444,212 shares of common stock upon the conversioneach of the Convertible Notes.director nominees.

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Selection Criteria and Qualifications of Director Candidates

Director Selection Process

The nominating functions of the Board are handled by the corporate governance/nominating committee pursuant to its charter. In order to continue to provide long-term incentive opportunities underevaluating nominees for membership on the Comstock Resources, Inc. 2009 Long-term Incentive Plan (the “2009 Plan”),Board, the corporate governance/nominating committee applies the board qualification standards set forth in our corporate governance guidelines. Under these qualification standards, the corporate governance/nominating committee will take into account many factors, including education, business, governmental and civic experience, broad and diverse backgrounds, communication, interpersonal and other required skills, independence, wisdom, integrity, an understanding and general acceptance of directors has approved amendingour current corporate philosophy, strong business or professional knowledge and restatingexperience that can bear on our problems and deliberations, an inquiring mind, the 2009 Planwillingness to make an additional 2.5 million sharesspeak one’s mind and ability to challenge and stimulate management, future orientation and the willingness to commit the required time and energy.

Other than the foregoing, there are no stated minimum criteria for director nominees, although the corporate governance/nominating committee may consider such other factors as it may deem are in the best interests of common stock available for awards underus and our stockholders. The corporate governance/nominating committee evaluates each individual in the 2009 Plan.

The 2009 Plan was designed and is currently administered to support the achievementcontext of the compensation program objectives, policies and plans, which cover our executive officers. In particular, awards granted underBoard as a whole, with the 2009 Plan:

Over the past several years, we have modified our long-term incentive equity compensation program in order to strengthen the alignment of pay and performance and conform with prevailing market practices and stockholders’ expectations around corporate governance.

Since 2013, we made the following changes related to equity compensation practices:

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Since these actions related to equity compensation were taken, along with other adjustments to our executive compensation program described in our proxy statements filed in 2014, 2015 and 2016,represent stockholder support for our say on pay proposals has increased from 33% in 2013 to 93% in 2014, 96% in 2015 and 90% in 2016.

As required under Section 422 of the Internal Revenue Code of 1986, as amended, and related regulations, our stockholders are being asked to approve an amendment and restatemant of the 2009 Plan so that future awards of incentive stock options (if any) made by our compensation committee to employees and officers can qualify as incentive stock options.

Purpose of the 2009 Plan

The purpose of the 2009 Plan is to attract, retain and motivate key participating employees and to attract and retain well-qualified members to the Boardinterests through the useexercise of incentives based uponsound judgment using their diversity of experience in these various areas.

Our corporate governance/nominating committee regularly assesses the value of common stock. Awards under the 2009 Plan are determined by the compensation committeeappropriate size of the Board, and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated, or otherwise arise, the corporate governance/nominating committee will consider various potential candidates who may be madecome to our key executives, managerial employees and non-employee directors.

As of September 16, 2016, approximately ten executive officers, twenty-eight managerial employees and six non-employee directors are eligible to participate in the 2009 Plan.

Summaryattention of the 2009 Plan, as Amended and Restated

Administration of Plan

The 2009 Plan is administered by the compensation committee each member of which must be a non-employee director, as defined by Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended. Subjectthrough current board members, professional search firms, stockholders or other persons. Each candidate brought to the provisionsattention of the 2009 Plan,corporate governance/nominating committee, regardless of who recommended such candidate, is considered on the compensation committee has authority to select employees and non-employee directors to receive awards, to determine the time or times of receipt, to determine the types of awards and the number of shares covered by the awards, to establish the terms, conditions, performance criteria, restrictions, and other provisions of such awards, to determine the number and value of performance units awarded and earned and to cancel or suspend awards. The compensation committee is authorized to interpret the 2009 Plan, to establish, amend and rescind any rules and regulations relating to the 2009 Plan, to determine the terms and provisions of any agreements made pursuant to the 2009 Plan and to make all other determinations that may be necessary or advisable for the administrationbasis of the 2009 Plan.criteria set forth in our corporate governance guidelines.

The compensation committee may not amend a stock option or stock appreciation right to reduce the exercise or base price of the award. The compensation committee is prohibited from accelerating the vesting of any award, except in the event of death, disability, or a change in control.

Eligibility Under the 2009 Plan

Key employees and non-employee members of the Board selected by the compensation committee are eligible for awards.SELECTION CRITERIA AND QUALIFICATIONS OF DIRECTOR CANDIDATES

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Duration of Plan

Assuming the amendment and restatement of the 2009 Plan is approved by the stockholders at the special meeting, the 2009 Plan will expire on May 7, 2025. Following that date, no further awards may be made under the 2009 Plan.

Types of Awards

Awards under the 2009 Plan may be in the form of stock options (including incentive stock options that meet the requirements of Section 422 of the Internal Revenue Code and non-qualified stock options), stock appreciation rights, restricted stock, restricted stock units and performance units.

Authorized Shares Available for Awards Under the 2009 PlanDirector Nominees

The 2009 Plan currently authorizes awards to key employeescorporate governance/nominating committee has recommended, and non-employee directors of up to 1,010,000 shares of common stock. In addition, the shares of common stock that become available upon the lapse or expiration of prior grants under the 2009 Plan will be authorized for future grant under the 2009 Plan. As of September 16, 2016 only 5,256 shares are presently available for future awards. Assuming the amendment and restatement of the 2009 Plan is approved by the stockholders at the Special Meeting, the number of shares authorized for awards will be increased by 2,500,000 shares.

Annual Limits on Awards to Employees

No employee may be granted stock options or stock appreciation rights under the 2009 Plan in any single fiscal year, the total number of shares subject to which exceed 1,000,000 shares.

Performance Measures

The performance goals, upon which the payment or vesting of an award occurs are limited toBoard has nominated, the following performance measures:

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Terms of Awards

The 2009 Plan requires that awards vest over a minimum period of continued service with us. Awards that vest based on the achievement of performance goals are subject to a minimum vesting period of one year after the date of grant. If vesting is not based on performance, the minimum vesting period is three years after the date of grant. Vesting over a three-year period includes periodic graded vesting. Awards may provide for accelerated vesting in the event of death, disability, or a change in control. Notwithstanding these requirements, up to 5% of the shares available for awards under the 2009 Plan may be granted as non-performance-based awards with a vesting term of less than three years.

Stock Options

Stock options may be awarded under the 2009 Plan with an exercise price of not less than one hundred percent of the market value of the common stock on the date of the award or, if greater, the par value of the common stock. The 2009 Plan authorizes the award of both non-qualified stock options and incentive stock options. Only our employees are eligible to receive awards of incentive stock options. The aggregate value (determinednominee at the time of the award)Annual Meeting, the persons named as proxies may vote either (1) for a substitute nominee designated by the present Board to fill the vacancy, or (2) for the balance of the common stock with respect to which incentive stock options are exercisable fornominees, leaving a vacancy. Alternatively, the first time by any employee during any calendar yearBoard may not exceed $100,000. The term of stock options cannot exceed ten years.

In addition to allowing an optionee to pay cash to exercise options, or deliver stock certificates for previously-owned shares of common stock,reduce the 2009 Plan will permit an optionee to use cashless exercise procedures. These include broker-assisted cashless exercises (selling a portionsize of the option sharesBoard. The Board has no reason to paybelieve that any of the exercise pricenominees will be unwilling or unable to serve if elected as a director.

Biographical information concerning the current directors standing forre-election appears below.

SELECTION CRITERIA AND QUALIFICATIONS OF DIRECTOR CANDIDATES

SELECTION CRITERIA AND QUALIFICATIONS OF DIRECTOR CANDIDATES

Corporate Governance

Corporate Governance Guidelines and withholding taxes)Code of Business Conduct and Ethics

The Board has adopted a set of corporate governance guidelines, a code of business conduct and ethics and a policy regarding the approval of related party transactions. These materials are available on our website atwww.comstockresources.com, and are available upon written request to our Corporate Secretary.

Determinations of Director Independence

Under rules adopted by the NYSE, we must have a majority of independent directors on our Board. No Board member qualifies as independent unless the Board affirmatively determines that the director has no material relationship with us (either directly, or as a partner, stockholder or officer of an attestation procedure inorganization that has a stock-for-stock cashless exercise, avoidingrelationship with us). In evaluating each director’s independence, the delays in requiring physical delivery of stock certificates.

The 2009 Plan permits recipients of non-qualified stock options (including non-employee directors) to transfer their vested options by gift toBoard considers all relevant facts and circumstances, relationships and transactions between each director, his or her family members (or trusts or partnershipsany business, charity or other entity in which the director has an interest, on the one hand, and us, our affiliates, or our executives, on the other. As a result of family members). After transferthis review, the Board affirmatively determined that among the director nominees, Dr. Davis and Messrs. Foster, Lockett, Martin, Sewell, Sledge and Turner are independent from us and our management according to the NYSE’s rules. The Board evaluates independence on anon-going basis.

Board of an option,Director Meetings and Committees

Our Board held five meetings during 2016. We have four standing committees: the optionee remains subject to tax upon the exercise of the option, and we retain the right to claim a deduction for compensation upon the exercise of the option.

Stock Appreciation Rights

The 2009 Plan authorizesaudit committee, the compensation committee, to award stock appreciation rights (“SARs”) payable in cash or shares of stock. An SAR is an award that entitles the holder to receive an amount equal tocorporate governance/nominating committee and the difference between (1)executive committee. During 2016, the fair market value of the shares of stock at the time of exercise of the SAR and (2) the fair market value of the shares of stock on the date that the SAR was granted. Under the 2009 Plan, this amount is paid to the holder upon the exercise of a SAR in the form of shares of stock (valued at their fair market value at the time of exercise) or in cash, as specified in the award agreement. The maximum term of SARs is ten years.

When an award of SARs is made, the total number of SARs covered by the award (and not the “net” number of shares that would be issued in the future upon exercise of the SAR) is charged against the pool of shares authorized under the 2009 Plan.

Restricted Stock

The 2009 Plan authorizesaudit committee held six meetings, the compensation committee held three meetings, the corporate governance/nominating committee held one meeting and the executive committee held one meeting. None of our directors attended fewer than 75% of the Board and their respective committee meetings during 2016. All of our directors other than Director Lockett attended our 2016 annual meeting of stockholders and all are encouraged to grantattend the 2017 Annual Meeting.

Board Leadership Structure

The position of board chairman is filled by our Chief Executive Officer (the “CEO”). We believe this combined leadership structure is appropriate for us because our Chairman and CEO (i) conveys a singular, cohesive message to keyour stockholders, employees, industry partners and non-employeethe investment community, (ii) eliminates any ambiguity as to who is accountable for our performance and (iii) is able to draw on his knowledge of our operations to provide the Board with leadership and properly focus discussions on the issues of greatest importance to the Company and our stockholders. Our directors sharesand management team engage frequently and directly in the flow of restricted stock.information and ideas and we believe our combined leadership structure facilitates the quality, quantity and timeliness of the information flow and communication.

Since our board chairman is also a member of management, our Board has designated Mr. Cecil Martin, anon-management director, as “Lead Director.” The holder will become vested in sharesresponsibilities of restricted stock freethe Lead Director include:

CORPORATE GOVERNANCE

Risk Oversight

One of restricted stockthe responsibilities of the Board, as a whole and unlessthrough its committees, is to review and evaluate the compensationprocesses in place to assess the major risks facing our Company and periodically review management’s assessment of the major risks as well as options for their mitigation. Our Board leadership structure and our practice of a high degree of interaction between our directors and members of senior management facilitates this oversight function. The information flow and communication throughout the year between our Board and senior management regarding long-term strategic planning and short-term operational reporting includes matters of material risk inherent in our business of exploring for and producing oil and natural gas. Also, our audit committee, determines otherwise,among other duties, is charged with overseeing significant financial risk exposures and the rightsteps management has taken to receive dividends on the shares. The holder may not sell or otherwise disposemonitor, control and report such exposures and has compliance oversight responsibilities.

Adoption of restricted stock until the conditions imposed by the compensation committee have been satisfied.

Restricted Stock Units and Performance UnitsWritten Charters

The 2009 Plan authorizes the compensation committee to award restricted stock units and performance units payableBoard has in cash or shares of stock. A restricted stock unit is the grant of a right to receive shares of stock in the future, upon vestingplace charters for each of the award. Under the 2009 Plan, a number of performance units is initially assigned byaudit committee, the compensation committee and the number of units actually earned will be contingent on future performancecorporate governance/nominating committee. A copy of the holder and/or us over the performance period in relation to the established performance measures. Although the performance measures and performance period will be determined by the compensationcharter for each committee is available on our website at the time of the award of performance units, they may be subject to such later revision as the compensation committee deems appropriate to reflect significant events or changes.www.comstockresources.com. The maximum term of restricted stock units and performance units is ten years.

Change in Control Events

In the event we have a change in control, as defined in the 2009 Plan, all outstanding stock options, stock appreciation rights and restricted stock will automatically become fully exercisable and/or vested, and the compensation committee may, in its sole discretion and immediately prior to a change in control, take such action as necessary to modify the terms of or accelerate the vesting of any outstanding performance units upon consummation of such change in control.

New Plan Benefits

Awards to be received by individual participants are not determinable because the compensation committee determines the amount and nature of any award under the 2009 Plan in its sole discretion at the time of grant. As a result, the benefits that might be received by participants receiving discretionary grants under the 2009 Plan are not determinable.

Federal Income Tax Consequences

The discussion below summarizes the expected federal income tax treatment of awards under the 2009 Plan, under currently applicable laws and regulations. It is only a summary of the effect of U.S. federal income taxation upon recipients of awards and us with respect to the grant and exercise of awards under the 2009 Plan. It does not purport to be complete and does not discuss the tax consequences arising in the context of a recipient’s death or the income tax laws of any municipality, state or foreign country in which the recipient’s income or gain may be taxable.

Non-Qualified Stock Options

The grant of a non-qualified stock option does not result in taxable income to the holder of such an option or in a deduction by us. The tax consequences are determined generally at the time the optionee exercises the non-qualified stock option. Upon the exercise of a non-qualified stock option, the optionee generally recognizes ordinary income in an amount equal to the difference between the fair market value of the common stock on the date of exercise and the exercise price of the option. We are entitled to a deduction for the year in which the optionee’s tax year ends in an amount equal to the amount that was includable in the optionee’s gross income. Upon exercise of options, shares can be withheld (or delivered to us, in the case of previously-owned shares) to satisfy tax withholding obligations.

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If an optionee surrenders or delivers shares of common stock in whole or partial payment of the exercise price, the optionee will not recognize taxable income when the non-qualified stock option is exercised to the extent that the number of shares so surrendered or delivered equals the number of shares received upon the exercise of the option. The optionee will, however, recognize ordinary income with respect to the shares received in excess of the number of shares so surrendered or delivered, in an amount equal to the excess of the fair market value of such excess shares on the date the non-qualified stock option is exercised over the amount of any cash paid.

An optionee’s tax basis in the stock acquired pursuant to the exercise of a non-qualified stock option for which the option price is paid solely in cash will be equal to the amount of cash paid plus the amount of ordinary income that the optionee recognizes upon exercise of the option. As to the stock acquired pursuant to exercise of a non-qualified stock option for which an optionee surrenders stock in payment of all or part of the aggregate option price, the optionee’s tax basis in the number of shares acquired in the exchange which is equal to the number of surrendered shares shall be the same as that of the surrendered shares. The holding periodcharters of these acquired shares shall be the same as that of the surrendered shares. The optionee’s tax basis in any excess shares acquired in the exchange shall be zero, increased by the amount of cash, if any, paid upon the exercise of the non-qualified stock option and the amount of ordinary income that the optionee recognizes upon exercise of the option. The holding period of these acquired shares shall begin as of the date such stock is transferred to the optionee.

Incentive Stock Options

Under current law, the holder of an option will not recognize taxable income on the grant or exercise of an incentive stock option. However, the amount by which the fair market value of common stock on the date the incentive stock option is exercised exceeds the exercise price of such option will be treated as income for purposes of computing the optionee’s alternative minimum taxable income in the year the incentive stock option is exercised.

If the shares of common stock acquired through the exercise of an incentive stock optioncommittees are held by an optionee through the later of (1) two years from the date of the grant of the option or (2) one year after the transfer of such shares to the optionee pursuant to the exercise, the amount received by the optionee upon the sale or other disposition of such shares in excess of the optionee’s tax basis in such shares will be taxable to such optionee as a long-term capital gain in the year of such sale or disposition. An optionee’s tax basis in the shares of common stock acquired pursuant to the exercise of an incentive stock option will be equal to the exercise price of such options.

If the shares of common stock acquired through the exercise of an incentive stock option are disposed of prior to the expiration of the two-year or one-year holding periods, an amount equal to the difference between (1) the lesser of (a) the amount realized on the sale or exchange, and (b) the fair market value of the shares on the date the option was exercised, and (2) the exercise price of the option relating to the shares sold or exchanged will be taxable to the optionee as ordinary income in the year of such disposition. In addition, if the amount realized from the sale or exchange is greater than the fair market value of the shares on the date the incentive stock option was exercised, the optionee will also recognize gain in an amount equal to such difference. This gain will be characterized as long-term or short-term capital gain, depending upon the holding period of such shares. If common stock is disposed of by gift prior to the expiration of the two-year or one-year holding periods, an amount equal to the fair market value of the shares on the date of exercise less the exercise price of the option relating to the shares disposed of will be taxable to the optionee as ordinary income in the year of such disposition.

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The grant or exercise of an incentive stock option will not result in any federal income tax consequences to us. However, if common stock acquired through the exercise of an incentive stock option is disposed of by the optionee prior to the expiration of the two-year or one-year holding periods described above, we will be allowed a deduction equal to the amount of income includable in the optionee’s gross income as a result of the disposition.

Stock Appreciation Rights

Under current federal tax law, upon the grant of an SAR, no taxable income will be realized by the holder and we will not be entitled to any tax deduction. Upon exercise of an SAR, the holder will realize ordinary taxable income on the date of exercise. Such taxable income will equal the difference between the fair market value of the common stock on the date of grant of the SAR and the cash received upon exercise, or, as applicable, the fair market value of the common stock received upon exercise on the date of exercise. We will be entitled to a corresponding tax deduction.

Restricted Shares

A participant normally will not realize taxable income and we will not be entitled to a deduction upon the grant of restricted shares. When the shares are no longer subject to a substantial risk of forfeiture, the participant will realize taxable ordinary income in an amount equal to the fair market value of such shares at such time, and we will be entitled to a deduction in the same amount. A participant may make a special tax election which affects the timing and measurement of income recognized in connection with the grant of restricted shares, and our deduction.

Dividends received by a participant on restricted shares during the restricted period are generally taxable to the participant as ordinary income and will be deductible by us.

Restricted Stock Units and Performance Units

A participant receiving an award of a restricted stock unit or a performance unit will not realize taxable income until the restricted stock unit or performance unit is paid, in an amount equal to the fair market value of shares received in payment or the amount of cash received, as applicable, and we will be entitled to a corresponding deduction at such time.

Withholding

We will retain the right to deduct or withhold, or require an employee to remit to us, an amount sufficient to satisfy federal, state and local taxes required by law or regulation to be withheld with respect to any taxable event as a result of awards under the 2009 Plan.

Change in Control and Excess Parachute Payments

The accelerated vesting of awards upon a change in control could result in a participant being considered to receive “excess parachute payments” (as defined in Section 280G of the Code), which payments are subject to a 20% excise tax imposed on the participant. If so, we would not be able to deduct the excess parachute payments.

Section 162(m) Limitations

Section 162(m) of the Code generally places a $1 million annual limit on a company’s tax deduction for compensation paid to a “covered employee.” A “covered employee” is an employee who is, on the last day of the company’s taxable year in which the deduction would otherwise be claimed, the

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company’s chief executive officer or one of the other four highest paid officers named in its proxy statement except the chief financial officer. This limit does not apply to compensation that satisfies the applicable requirements for performance-based compensation, one of which is that stockholders approve the material terms of the compensation.

The 2009 Plan incorporates the requirements for the performance-based compensation exception applicable to options, SARs, and performance units so that all such awards should qualify for the exception. In addition, the compensation committee may grant other awards designed to qualify for this exception. However, the compensation committee reserves the right to grant awards that do not qualify for this exception, and in some cases, including a change in control, the exception may cease to be available for some or all awards (including options, SARs, and performance units) that otherwise so qualify. Thus, it is possible that Section 162(m) may disallow compensation deductions that would otherwise be available to us.

This summary is qualified in its entirety by reference to the complete text of the amendment and restatement of the 2009 Plan, which has been filed with the SEC and which will be provided, at no charge, to any stockholder upon written request to our principal executive offices at 5300 Town and Country Blvd., Suite 500, Frisco, Texas 75034, Attention: Corporate Secretary.

A majority of the shares present in person or by proxy at the meeting and entitled to vote on the proposal is required for approval of the amendment and restatement of the 2009 Plan. Brokers do not have discretion to vote on this proposal without instruction. If you do not instruct your broker how to vote on this proposal, your broker will deliver a non-vote on this proposal. Abstentions will have the same effect as votes against the proposal, but broker non-votes will not affect the outcome of the voting on the proposal.

The Board recommends that you vote “FOR” the proposal to approve the amendment and restatement of our 2009 Long-term Incentive Plan.

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The Board has determined that it is necessary to propose an amendment to our Restated Articles of Incorporation to increase the number of authorized shares of common stock from 50 million to 75 million.

Under our Restated Articles of Incorporation, as amended, the total number of shares of capital stock that we have the authority to issue is 55 million shares, of which 50 million are common stock and 5 million are preferred stock. As of September 16, 2016, the number of shares of common stock outstanding was 13,147,914, 11,730 shares of common stock were reserved for issuance upon exercise of outstanding stock options and 1,275,418 shares of common stock were reserved for issuance upon exercise of outstanding warrants. We also have outstanding performance share unit awards equivalent to 269,253 shares that would be issuable upon achievement of the maximum awards under the terms of the performance share unit awards. As a result, as of September 16, 2016, we have a total of 35,295,685 shares of common stock available for future issuance. No shares of preferred stock are outstanding, and the proposed amendment would not increase the authorized number of shares of preferred stock.

The Board has determinedin place a written policy regarding the approval of related party transactions. At regularly scheduled audit committee meetings, management will recommend any related party transactions that are contemplated, and such transactions will require the audit committee’s approval. Generally, a “related party” is each of our executive officers, directors, nominees for director, any stockholder owning greater than five percent of our outstanding shares, including any immediate family member of each of the foregoing, and any entity owned or controlled by any of the foregoing. Transactions that are available to all of our employees generally or totaling less than $5,000 when aggregated with all similar transactions are excluded from the policy.

With respect to the standards applied by the audit committee when deciding whether to approve a related party transaction, the audit committee shall approve or ratify the transaction if it is necessaryon terms believed to increase the number of authorized shares of common stockbe comparable to allow for the conversion of the Convertible Notes, to make available additional shares of common stock for issuance under the 2009 Plan and to provide a sufficient reserve of shares for our future business and financial needs. If stockholder approval for the amendment to increase the authorized shares is notthose that could be obtained by December 31, 2016 and such failure to obtain stockholder approval continues for a period of 90 days thereafter, the Convertible Notes will not be convertible into common stock and such failure to obtain stockholder approval will result in a default under such notes. Such default may in turn result in a default under our other debt agreements. Such defaults would likely require us to file for bankruptcy protection.

Existing holders of shares of common stock would have no preemptive rights under our Restated Articles of Incorporation to purchase any additional shares of common stock we may issue. Under Nevada law, stockholders are not entitled to appraisal rightsarm’s length dealings with respect to this proposal.

The issuance of shares of common stock in connection with the conversion of the Convertible Notes will substantially dilute the voting power of existing stockholders, decrease earnings per share and decrease the book value and market value per share of shares presently held. In addition, although the purpose of the proposed amendment is not as an anti-takeover measure, the increase in the authorized number of shares of common stock and the subsequent issuance of a large number of those shares could have the effect of delaying or preventing a change of control without further action by our stockholders, and thus make it more difficult to remove and replace our management. Shares of authorized and unissued common stock could (within the limits imposed by applicable law) be issued in one or more transactions that would make a change of control more difficult, and therefore less likely. Although these potential anti-takeover effects are inherent in the proposed amendment, our

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Board does not view the increase in the number of authorized shares of common stock as ananti-takeover measure, and the amendment is not being made in response to any specific proposed or contemplated change-of-control transaction or effort by anyunrelated third party.

The Board has unanimously adopted a resolution approving, subject to stockholder approval, and declaring the advisability of an amendment to Article Fourth of our Restated Articles of Incorporation to increase the number of authorized shares of common stock from 50 million to 75 million. The first paragraph of Article Fourth is proposed to be deletedThere were no related party transactions in its entirety. This paragraph currently provides that:2016.

Fourth:  That the amount of the total of the authorized capital stock of the corporation is Fifty-Five Million (55,000,000) shares of which Fifty Million (50,000,000) shares are Common Stock, Fifty Cents ($0.50) par value per share, and Five Million (5,000,000) shares are Preferred Stock, Ten Dollars ($10.00) par value per share. The shares of Common Stock shall be identical in all respects and shall have one vote per share on all matters on which stockholders are entitled to vote. The Preferred Stock may be issued in one or more series; shares of each series shall be identical in all respects and shall have such voting, dividend, conversion and other rights, and such preferences and privileges as may be determined by resolution of the Board of Directors of the corporation.

The following paragraph is proposed to be the new first paragraph of Article Fourth:

Fourth:  That the amount of the total of the authorized capital stock of the corporation is Eighty Million (80,000,000) shares of which Seventy-Five Million (75,000,000) shares are Common Stock, Fifty Cents ($0.50) par value per share, and Five Million (5,000,000) shares are Preferred Stock, Ten Dollars ($10.00) par value per share. The shares of Common Stock shall be identical in all respects and shall have one vote per share on all matters on which stockholders are entitled to vote. The Preferred Stock may be issued in one or more series; shares of each series shall be identical in all respects and shall have such voting, dividend, conversion and other rights, and such preferences and privileges as may be determined by resolution of the Board of Directors of the corporation.

If approved, this amendment will become effective upon the filing of a certificate of amendment to our Restated Articles of Incorporation with the Secretary of State of the State of Nevada, which we would complete promptly after the Special Meeting. The full text of the proposed Certificate of Amendment to the Restated Articles of Incorporation is attached to this Proxy Statement as Appendix A.

The Board recommends that you vote “FOR” the proposal to amend the Restated Articles of Incorporation to increase the authorized shares of common stock.

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Director Compensation

The compensation program for our non-employee directors has been developed by the compensation committee after consideration of the recommendations and competitive market data provided by its independent compensation consultant. In setting non-employee director compensation, the compensation committee considers the significant amount of time that our directors spend satisfying their duties to the Company and our stockholders, as well as the skill level required by our directors. The program has been approved by the Board. The following sets out the components of the compensation program for our non-employee directors beginning in May 2016. Employee directors receive no additional compensation for serving on our Board:

The following table sets forth the compensation of our non-employee directors for services during 2015:

The compensation committee may award stock options, restricted stock, stock appreciation rights, restricted stock units or performance units to non-employee directors at its discretion under our 2009 Long-term Incentive Plan.

In June, 2016 the directors received 5,000 restricted shares each which vest in June, 2017. The value of the grants made to the directors in 2016 was 80% lower than the value of grants received in 2015.

Compensation Committee Interlocks and Insider Participation

Our compensation committee is comprised entirely of independent directors. None of the members of the committee during 20152016 or throughas of the date of this Proxy Statement is or has been an officer or employee of the Company and no executive officer of the Company has served on the compensation committee or board of directors of any company that employed any member of the Company’s compensation committee or Board.

CORPORATE GOVERNANCE

20Stock Ownership Guidelines

The Company has stock ownership requirements for its directors and executive officers. The purpose of the ownership requirements is to further our goal of increasing stockholder value and to further align the interests of our directors and key executives with the interests of our stockholders. Satisfaction of the policy requires that individuals attain and retain holdings of our common stock with a cost basis equal to the following multiple of the individual’s compensation, defined as either a director’s cash retainer fee or an officer’s base salary:

An individual’s cost basis is equal to (1) his or her actual cost, in the case of purchases in the open market, (2) the fair market value of the shares at the date of exercise of stock options or stock appreciation rights, or (3) the fair market value of the shares at the date of vesting of restricted stock, restricted stock units or performance units. Each person’s stock ownership requirement will be adjusted annually each January 1 to reflect any changes in his or her retainer or base salary. For the purpose of counting the shares owned, only vested share equivalents under Company-sponsored plans will count as shares owned. Share equivalents will not include any amounts attributable to outstanding unexercised stock options or unvested equity awards.

Generally, individuals have a five-year period to attain their stock ownership requirements. At any time at which the individual’s stock ownership requirement has not been met, including during the initial five-year period to attain compliance, the individual will be required to retain at least 50% of “Net Shares” received upon vesting of restricted stock, restricted stock units and performance units. “Net Shares” are defined to include shares of common stock that are owned by the individual after shares are sold, swapped or traded to pay applicable withholding taxes. Subsequent to achieving the initial stock ownership requirement, all directors and executives are required to continuously maintain stock ownership at their specified levels.

If an individual does not meet the applicable ownership requirements, then he or she is subject to certain restrictions upon the vesting of equity awards, and may only dispose of shares for particular reasons set forth in the policy and upon receipt of permission for the transfer by the Corporate Secretary.

The policy provides a hardship exemption, for which an individual must submit a request to the Corporate Secretary, who will review the request with the CEO or the chairman of the corporate governance/nominating committee.

Upon our request, and at least annually, individuals subject to the ownership requirements are required to provide a schedule disclosing the number and cost basis of shares owned. The ownership requirements are administered by the Corporate Secretary. The Board may amend the ownership requirements in its sole discretion. Presently all of our directors and our executive officers have attained or exceeded their ownership requirements or are in their initial five-year period under this policy.

Hedging Policy

Our directors and executive officers are prohibited from entering into transactions in puts, calls and other derivative securities with respect to our securities on an exchange or in any other organized market as well as short sales of our securities. These types of transactions can hedge against decreases in our stock price and encourage risky behavior. We believe these activities are often perceived as involving insider trading and may focus the holder’s attention on our short-term performance rather than our long-term objectives.

The Board of Directors and its Committees

Board Responsibilities

The primary responsibility of the Board is to exercise governance over the affairs of the Company and to establish delegations of authority to the Company’s management. It is also the Board’s responsibility, as a whole and through its committees, to provide oversight, counseling and direction to the Company’s management from the perspective of the long-term interests of the Company and its stockholders. The Board’s and its committees’ responsibilities include: (a) reviewing and approving the Company’s major financial objectives and strategic and operating plans and actions; (b) overseeing the conduct of the Company’s business to evaluate whether it is being properly managed; (c) regularly evaluating the performance of the CEO; (d) planning for succession with respect to the position of CEO and monitoring management’s succession planning for other senior executives; (e) setting the compensation of the Company’s executive officers; (f) overseeing the processes for maintaining the Company’s integrity with regard to its financial statements and other public disclosures; and (g) overseeing the Company’s compliance with laws and ethics as well as the Company’s compliance programs and policies.

The Board has instructed the CEO, working with the Company’s other executive officers, to manage the Company’s business in a manner consistent with all applicable laws and regulations, the Company’s standards and practices, and in accordance with any specific plans, instructions or directions of the Board. The CEO and management are responsible for seeking the advice and, in appropriate situations, the approval of the Board with respect to extraordinary actions to be undertaken by the Company.

Our directors monitor the Company’s business and affairs through Board and board committee meetings, background and informational materials, presentations provided to them on a regular basis, and meetings with officers and employees of the Company.

Board Committees

In addition to the executive committee, the Board has three committees which are composed entirely of independent directors. Membership of these committees is as follows:

Each of these committees operates pursuant to a written charter which can be found in the “Corporate Governance” section of our website at www.comstockresources.com. As stated earlier, documents and information on our website are not incorporated herein by reference. These documents are also available in print from the Corporate Secretary, 5300 Town and Country Blvd., Suite 500, Frisco, Texas 75034.

The audit committee reviews and approves the Company’s financial statements and earnings releases, oversees the internal audit function and reviews the Company’s internal accounting controls. The audit committee oversees the implementation of the Company’s compliance policies and programs relating to the Company’s financial statements and monitors ongoing compliance matters and concerns. The audit committee also reviews related party transactions. The audit committee has the sole authority to appoint, review and discharge our independent registered public accountants. The Report of the Audit Committee begins on page 21 of this Proxy Statement.

The compensation committee is responsible for overseeing and approving the Company’s compensation programs including ournon-employee director compensation program. It is also responsible for reviewing and approving the compensation plans and decisions for all executive officers. It also oversees and regularly reviews the compensation

THE BOARD OF DIRECTORS AND ITS COMMITTEES

program for all our employees and supervises the compensation and benefits policies and plans of the Company. The compensation committee frequently meets in executive sessions to discuss and approve compensation plans and decisions. The compensation committee is assisted in these matters by an independent compensation consultant, hired by and serving at the pleasure of the committee. A description of the committee’s role in determining executive compensation, including the CEO’s compensation, and its use of an independent compensation consultant, is contained in “Executive Compensation—Compensation Discussion and Analysis,” which appears on pages 24 – 36 of this Proxy Statement. A description of the committee’s role in determiningnon-employee director compensation is contained in “Director Compensation,” which appears on page 19 of this Proxy Statement.

The corporate governance/nominating committee is responsible for developing, overseeing, reviewing and monitoring compliance with the Company’s policies, programs and practices relating to corporate governance, including the Company’s corporate governance guidelines, and for evaluating and monitoring compliance with the Company’s policies, and making recommendations to the Board on various governance issues. The committee is also responsible for reviewing and recommending to the Board director nominees, recommending committee assignments and conducting an annual review of Board and committee effectiveness. The process for evaluating and nominating director nominees is described in “Director Selection Process” on page 10 of this Proxy Statement.

Director Compensation

The compensation program for ournon-employee directors has been developed by the compensation committee after consideration of the recommendations and competitive market data provided by its independent compensation consultant. In settingnon-employee director compensation, the compensation committee considers the significant amount of time that our directors spend satisfying their duties to the Company and our stockholders, as well as the skill level required by our directors. The program has been approved by the Board. Employee directors receive no additional compensation for serving on our Board. The following sets out the components of the compensation program for ournon-employee directors beginning in May 2016:

The following table sets forth the compensation of ournon-employee directors for services during 2016:

The compensation committee reduced the value of the annual equity grant for independent directors in 2016 from $125,000 to $24,500 given the Company’s low share price in order to conserve shares available to award under the 2009 Long-term Incentive Plan.

Ernst & Young LLP (“EY”) has served as the Company’s independent registered public accountants since 2004. The audit committee has appointed EY as independent registered public accountants for the Company for 2017, subject to the ratification of such appointment by the stockholders. A vote will be held on a proposal to ratify this appointment at the Annual Meeting. While there is no legal requirement that this proposal be submitted to stockholders, the Board believes that the selection of independent registered public accountants to audit the financial statements of the Company is of sufficient importance to seek stockholder ratification. In the event a majority of the votes cast is not voted in favor of the ratification of the appointment of EY, the audit committee will reconsider the appointment. Even if the selection is ratified, the audit committee, in its discretion, may elect a different independent registered public accounting firm at any time if the audit committee determines that such a change would be in the best interests of our Company and stockholders.

It is expected that representatives of EY will be present at the Annual Meeting and will be available to answer appropriate questions and discuss appropriate matters pertaining to the Report of Independent Registered Public Accounting Firm contained in the financial statements included in the Company’s Annual Report on Form10-K for the year ended December 31, 2016. These representatives will have the opportunity to make a statement if they desire.

The fees billed by EY for services rendered for 2015 and 2016 are set out on page 22 of this Proxy Statement.

The Board recommends that stockholders vote “FOR” the ratification of this appointment.

Audit-Related Matters

Report of the Audit Committee

The audit committee assists the Board in overseeing: (1) the integrity of Comstock’s financial statements; (2) Comstock’s compliance with legal and regulatory requirements; (3) the independence, qualifications and performance of Comstock’s independent registered public accounting firm; (4) Comstock’s performance of its internal audit function; (5) Comstock’s derivatives and hedging program; and (6) Comstock’s oil and natural gas reserves estimation process. The Board has made a determination that the members of the audit committee satisfy the requirements of the NYSE listing standards as to independence, financial literacy and experience. The Board also determined that Mr. Martin and Dr. Davis are “audit committee financial experts,” as defined by the rules of the SEC. The audit committee has in place a procedure for receiving and addressing anonymous complaints regarding financial or accounting irregularities. The audit committee has set up a toll free ethics and compliance hotline managed by an independent third party. This hotline is available 24 hours a day, seven days a week, to enable employees to communicate concerns to management without fear of retaliation.

Management is responsible for the preparation, presentation and integrity of Comstock’s financial statements, accounting and financial reporting principles, and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for performing an independent audit of the consolidated financial statements in accordance with generally accepted auditing standards. Consistent with its oversight role, the audit committee met with EY with and without management present to discuss the results of their examinations, their evaluations of Comstock’s internal controls and the overall quality of the Company’s financial reporting.

In performing its oversight role, the audit committee has reviewed and discussed the audited financial statements with management and with EY. The audit committee recognizes the importance of maintaining the independence of Comstock’s independent registered public accounting firm. The audit committee discussed with EY the matters required to be discussed by Auditing Standard No. 1301,Communications with Audit Committees, and received from EY the written disclosures and the letter concerning the independent registered public accounting firm’s independence required by PCAOB Rule 3526 and the federal securities laws administered by the SEC.

Based on the review and discussions referred to above, the audit committee recommended to the Board that the audited financial statements for the fiscal year ended December 31, 2016 be included in the Annual Report on Form10-K for the same fiscal year, for filing with the SEC.

The members of the audit committee are not professionally engaged in the practice of auditing or accounting for Comstock and are not experts on auditor independence standards. Members of the audit committee rely without independent verification on the information provided to them and on the representations made by management and Comstock’s registered public accounting firm. Accordingly, the audit committee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the audit committee’s considerations and discussions referred to above do not assure that the audit of Comstock’s financial statements has been carried out in accordance with generally accepted auditing standards, that the financial statements are presented in accordance with generally accepted accounting principles, or that EY is in fact independent. The independent registered public accounting firm is responsible for performing an audit of the financial statements and of management’s assessment of the effectiveness of the Company’s internal control over financial reporting in accordance with the standards of the Public Accounting Oversight Board.

Submitted by the audit committee of the Board.

Cecil E. Martin, Chairman

Elizabeth B. Davis

Frederic D. Sewell

AUDIT-RELATED MATTERS

Audit Committee Financial Experts

Our Board has determined that the chairman of our audit committee, Mr. Martin, and Dr. Davis both meet the qualifications of an “audit committee financial expert” as that term is used in SEC regulations.

Principal Accounting Firm Fees

The following table sets forth the fees billed or to be billed by EY, for services rendered for the years ended December 31, 2015 and 2016:

No audit-related fees or fees related to tax services were billed by EY in 2015 or 2016. The audit committee performs an annual review and approves the scope of services and proposed fees of the Company’s principal accounting firm. Any projects not specifically included in this approval will be reviewed and approved in advance by the chairman of the audit committee and will be reviewed by the full audit committee at the next regularly scheduled meeting. The audit committee also considered whether the provision of services, other than audit services, is compatible with maintaining the accounting firm’s independence.

Pre-approval Policies and Procedures

The audit committee’s policy is topre-approve all audit and permissiblenon-audit services provided by the independent registered public accounting firm. These services may include audit services, audit related services, tax services and other services.Pre-approval is detailed as to the particular service or category of service and is subject to a specific engagement authorization. The audit committee requires the independent registered public accounting firm and management to report on the actual fees charged for each category of service at audit committee meetings throughout the year.

During the year, circumstances may arise when it becomes necessary to engage the independent registered public accounting firm for additional services not contemplated in the originalpre-approval. In those instances, the audit committee requires specificpre-approval authority from the chairman of the audit committee, who must report on such approvals at the next scheduled audit committee meeting. All 2016 audit andnon-audit services provided by the independent registered public accounting firm werepre-approved by the audit committee.

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) enables stockholders, on an advisory basis, to vote on whether they approve the compensation of our named executive officers (“NEOs”) as described in this Proxy Statement. This vote is commonly referred to as a “Say on Pay” vote. The Dodd-Frank Act requires an advisory vote to be conducted at least every three years. Our stockholders expressed a preference for an annual advisory vote at our annual meeting in 2011. In accordance with this preference, we are providing our stockholders the opportunity to cast an advisory vote to approve the compensation of our NEOs as described in this Proxy Statement.

As described in detail under the heading “Executive Compensation—Compensation Discussion and Analysis” (the “CD&A”) below, our executive compensation programs are designed to align the interests of our executive officers with the interests of our stockholders. Under these programs, our executive officers are rewarded for the achievement of specific annual, long-term corporate and strategic goals and the increase in stockholder value. Please read the CD&A beginning on page 24 for additional details about our executive compensation programs and the specific compensation of our NEOs.

The compensation committee continually reviews the compensation programs for the executive officers to ensure they achieve the desired goals of aligning the Company’s executive compensation structure with stockholders’ interests and current market practices. A significant part of our executive compensation is performance-based, linking pay to the Company’s operating results. Performance-based compensation made up a substantial portion of our CEO’s total compensation. The Company provides a significant part of executive compensation in long-term incentives (“LTI”) in the form of performance-based restricted stock units (“PSUs”), which are not earned unless performance targets are met or exceeded. We have used total shareholder return or “TSR” as the performance measure for PSUs awarded to date.

We are requesting your approval of the executive compensation for the NEOs as described in this Proxy Statement, including the CD&A and the compensation tables and the related disclosures. This vote is not intended to address any specific item of compensation, but rather the overall compensation of the NEOs.

This Say on Pay vote is advisory, and therefore is not binding on the Company, the Board or the compensation committee. The final decision on the compensation and benefits of our executive officers remains with the Board and the compensation committee. However, the Board and the compensation committee value your opinion as a stockholder, and, to the extent there is any significant vote against the compensation of our NEOs, the Board and the committee will consider the stockholders’ concerns, and the committee will evaluate whether any actions are necessary to address those concerns.

The Board recommends a vote “FOR” the approval of the compensation of our NEOs as described in this Proxy Statement.

Executive Compensation

Compensation Committee Report

The compensation committee determines the objectives for Comstock’s executive compensation and benefit programs and discharges the responsibilities relating to the compensation of Comstock’s executive officers. The specific duties of the compensation committee are set forth in its charter, which was adopted by the Board. The compensation committee has reviewed and discussed with management the CD&A contained on pages 24 through 36 of this Proxy Statement and, based upon this review and discussion, the committee recommended to the Board, and the Board approved, that the CD&A be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 2016.

Submitted by the compensation committee of the Board.

David K. Lockett, Chairman

Cecil E. Martin

Jim L. Turner

Compensation Discussion and Analysis

Comstock’s executive compensation programs are intended to align pay outcomes with performance achievements, grow stockholder value, attract and retain executive talent and support the Company’s business strategy. We believe that our executive compensation programs as currently designed align executiveour executives’ pay with Company performance, stockholder expectations and prevailing market practices.

2015 was a very challenging year for the Company as oil and natural gas prices fell by 49% and 45%, respectively. Given the difficult industry conditions, the compensation committee determined that no employee bonuses would be paid, including awards earned by our executive officers under the Annual Incentive Plan.

90% of the shares voted at the 2016last year’s annual meeting approved our 2015 executive compensation by supporting our “Say on Pay” proposal.

Key Compensation Program Features

2015 Company Performance

2015

2016 was a challengingdifficult year for us where low oil and forgas prices continued to drain our liquidity. We took steps to protect our liquidity by limiting our spending and requiring our employees to forego bonuses that were earned in 2015. Despite the industry generally. Ourlimited capital spending, our Haynesville shale results continued to improve. The strong performance of our Haynesville shale wells drove the 47% growth we had in proved oil and natural gas prices fell by 49%reserves in 2016. The successful debt exchange we completed in September 2016 allowed us to restart our drilling program in the fourth quarter of 2016, which we expect

EXECUTIVE COMPENSATION

will generate growth in 2017, resulting in continued improvement in our financial position. Because of the actions we undertook throughout 2016 to protect and 45%, respectively.enhance our liquidity, we are back in a position to invest in our high return Haynesville program.

In 2015 and 2016, we retired $237 million of our debt. Most importantly, we completed an exchange with the holders of our bonds which resulted in a reduction in our annual cash interest burden and allows us to elect to pay additional interestin-kind in the future. The low prices significantly reducedholders of 98% of our revenuesbonds participated in the par for par exchanges. In the subsequently called special meeting of our stockholders, 98% of the stockholders also approved the future issuance of shares of common stock for the convertible notes issued in the exchange transaction and the path forward we chose for the Company. The future conversion of these notes willde-lever the balance sheet and set us up to refinance our remaining debt at lower interest costs in the future.

We are optimistic about 2017 after the difficulties of the last two years. We have a high degree of confidence that our Haynesville shale assets will provide us the means to achieve strong growth in 2017. Our enhanced completion design has transformed the Haynesville shale into one of North America’s highest return natural gas basins and our acreage position gives us over 700 operated locations. We also entered into a new Haynesville drilling joint venture with a large utility in January 2017, which we can use to acquire additional acreage and grow our inventory of drilling locations. Our natural gas focused Haynesville shale drilling program is expected to provide substantial growth to our production, revenue and cash flow. The successful results fromflow in 2017. Our low cost structure is expected to further improve with new low cost Haynesville shale production.

Our board took appropriate actions in 2015 and 2016 to protect our return to developmentliquidity and the interests of all of our Haynesville/Bossierstakeholders. In 2015 and 2016 we froze salaries and staff levels. Under our 2015 Annual Incentive Plan, our executives earned a 124% payout of target awards based on achievements of our successful Haynesville shale assetsdrilling program. Our board decided that no bonuses should be paid for 2015, so these awards were forfeited. Our board also limited the awards of long-term equity awards made in North Louisiana was the highlight of 2015. We drilled ten enhanced completion horizontal natural gas wells which all had the highest initial production rates of any wells drilled in the Company’s history. The successful drilling program added 161 billion cubic feet2016 to our proved reserves base which offset much of the effect of low oilexecutive officers and gas prices. We were also able to grow our natural gas production by 20% with a limited capital expenditure budget.

2016 Compensation Actions

Given the difficult industry conditions in 2015,independent directors in order to preserve our liquidity the Compensation Committee determined that no employee bonuses would be paid, including awards earned by our

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executive officersshares available under the Annual Incentive Plan. In addition, the value ofour long-term incentive awards madeplan. As the Company is again ramping up its drilling activity in February 2016 was reduced by approximately 70% from LTI grants made in 2015. The2017, the compensation committee choseis returning to reduce the target LTI award valuesour established pay for the following reasons:

Compensation Program Objectives

Our compensation committee has responsibility for establishing and administering the compensation objectives, policies and plans for our executive officers. The compensation program and the executive officers’ compensation are determined by the compensation committee. The committee bases its decisions concerning specific compensation elements and total compensation paid or awarded to our executive officers on several different objectives, which include:

Our executive team, led by M. Jay Allison, our CEO, and Roland O. Burns, our President and Chief Financial Officer, is highly regarded in the industry. The long tenure of Messrs. Allison and Burns leading our company is a key factor in driving stockholder value. The committee believes it is critical to continually invest in retaining this leadership team, and reward them for performance. Their experience is particularly critical at this time as we continue to strategically position the Company to be more balanced betweenworking through a period of low oil and natural gas production and reserves.prices. The executive team’s compensation will reflect our performance when measured against these objectives.

Our compensation committee held fivethree meetings during 20152016 and it has met three times so far during 2016. In December 2015, the committee approved base salaries for 2016.first quarter of 2017. In February 2016,2017, the achievement of performance-based annual incentives for 20152016 was reviewed and approved and the 2017 LTI awards were approved. In March 2017, the compensation committee report and the CD&A were approved as well as the performance goals for the 2017 Annual Incentive Plan.

EXECUTIVE COMPENSATION

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Compensation Components

The purpose and key features of each component of our executive compensation program are summarized below:

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EXECUTIVE COMPENSATION

The compensation committee has not established formal policies or guidelines with respect to the mix of base salary, annual cash bonus and stock-based awards to be paid or awarded to the executive officers. In general, the compensation committee believes that a greater percentage of the compensation for our executives should be stock-based awards and should be based on individual and overall corporate performance to align the interests of our executives with our stockholders.

Roles and Responsibilities

In 2015,2016, the compensation committee and the Board made all compensation decisions for the Company’s executive officers including the CEO. The committee retained Meridian Compensation Partners, LLC (“Meridian”) to review our compensation program including peer benchmarking analysis to assess the competitiveness of our compensation levels, design, practices and processes. Meridian is an independent compensation consulting firm and does not provide any other services outside of matters pertaining to executive and director compensation and related corporate governance matters. Meridian reports directly to the compensation committee, which is the sole party responsible for determining the scope of services performed, the directions given regarding the performance of those services, and the approval of the payment of invoices for those services.

The compensation committee has the sole authority to retain or terminate its compensation consultant. The compensation consultant’s role with the Company is limited to executive compensation matters and no such services are performed unless at the direction of and with the approval of the committee. In connection with its engagement of Meridian, the committee considered various factors bearing on their independence, including the amount of fees paid by the Company in 20152016 and the percentage of total revenues they represented; their policies and procedures for preventing conflicts of interest and compliance therewith; any personal and business relationship of any of their personnel with any of our compensation committee members or executive officers; and their policies prohibiting stock ownership by their personnel engaged in any Company matter and the compliance therewith. After reviewing these factors, the compensation committee determined that Meridian is independent and that their engagement did not present any conflict of interest.

Determining Market Compensation

Peer Group

Meridian assisted our compensation committee by making recommendations regarding market compensation. This included recommending an appropriate peer group against which to benchmark our executives’ compensation. Selection of the companies within the peer group was based not only upon the total revenue and market capitalization of companies within the exploration and production industry, but also the core areas in which the companies compete and the complexity of their operations.

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For 2015, the peer group companies utilized by the compensation committee were:

*Removed from Peer Group for 2015.

During 2015, the stock of Rosetta Resources, Inc. ceased trading on public markets, and accordingly, this company was removed from our peer group for 2015.

For 2016, the compensation committee adopted a new peer group comprised of fifteen companies that have median revenues of approximately $293 million, median assets of $1.4 billion, median market capitalization of $405 million and median enterprise value of $1.2 billion. For 2016, the peer group companies are:were:

The composition of our peer group is reviewed each year and may change based on business combinations, asset acquisitions and/or sales, and other types of transactions that cause peer companies to no longer exist or no longer be comparable.

Benchmarking Compensation

On an annual basis, the compensation of our executives and all our employees are benchmarked against our peer group and reviewed for market competitiveness. Meridian compiled compensation data for the peer group from a variety of sources, including proxy statements and other publicly filed documents. Peer benchmarking is only one of many

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considerations used to determine market compensation. Meridian also provided the compensation committee with compensation data from the 20152016 North America Oil and Gas Exploration & Production Compensation Survey, administered by Meridian (data effective as of June 1, 2015)2016).

Determination of Base Salaries

Base salaries for executive officers are based on each individual’s responsibilities, experience and performance, taking into account among other things, the individual’s initiative, contributions to our overall performance, managerial ability and handling of special projects. These same factors are applied to establish base salaries for other key management employees. Base salaries for executive officers generally are reviewed annually for possible adjustment. The compensation committee determines the base salary of our executive officers including the CEO.

In December 2015, our compensation committee reviewed base salaries for all NEOs No salary adjustments were made for 2016 and determined that it would hold their base salaries flat in 2016 based on benchmarking data and currentdue to the industry conditions.

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Determination of Annual Incentives

Annual cash bonuses are provided to promote achievement of our business objectives of increasing stockholder value by growing production and reserves on a profitable basis. All of our full-time employees participate in an annual bonus plan. In 2012, the compensation committee adopted the performance bonus plan, the 2012 Incentive Compensation Plan (the “Annual Incentive Plan”), for the CEO and President. Beginning in 2014, all of our executive officers arewere included in the Annual Incentive Plan. Annual bonus awards are paid from a performance-based bonus pool that will allow for full tax deductibility of the bonuses paid under Section 162(m) of the Internal Revenue Code.

The compensation committee set the funding for the 20152016 performance-based bonus pool at 5%10% of the Company’s EBITDAX (earnings before interest, tax, depreciation, amortization and exploration expense), a measure of profitability that is commonly used within the oil and gas exploration and production industry. Individual bonus awards were determined through the Annual Incentive Plan based on the achievement of financial, strategic and operational objectives. In March 2015,2016, the compensation committee approved target bonus opportunities for the executive officers, expressed as a percentage of their annual base salary. The bonus targets were determined based on the results of Meridian’s competitive benchmarking analysis, and are reviewed annually.

The 20152016 threshold, target, and maximum bonus opportunities for our NEOs that were established by the compensation committee were as follows:

The executives had the opportunity to earn bonus awards within a range of 0% to a maximum of 200% of their target bonus opportunity, based on the Company’s performance relative topre-determined bonus components and goal levels.

For 2015,2016, the bonus components and goal levels were as follows:

EXECUTIVE COMPENSATION

Each bonus component was weighted and up to 50% of the weighted portion of target bonus could have been earned for achievement of the threshold goal level; up to 100% could have been earned for achievement of the target goal level; and up to 200% could have been earned for achievement of the maximum goal level. For performance between the threshold, target and maximum goal levels, weighted bonus contributions were determined using straight-line interpolation. If performance for a bonus component was below the threshold goal level, no bonus was earned for that bonus component.

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The Company’s achievement of the defined performance goals in 20152016 was as follows:

Based on the achievement of goals in 2015,2016, our NEOs would haveexecutives earned payouts of 124%142% of their target awards. Given the difficult industry conditions, the compensation committee decided not to pay employee bonuses for 2015 in order to preserve our liquidity and accordingly no awards were made under the Annual Incentive Plan.

Long-term Incentive Awards

Our executives are eligible to receive long-term incentive awards under our stockholder approved 2009 Plan, which allows the compensation committee to select from among a variety of award vehicles to make individual awards. The committee believes long-term incentive awards align the interests of the executives with the interests of our stockholders, provide competitive total compensation opportunities and support the attraction and retention of key talent.

Restricted stock awards typically vest over three years.One-third of the PSUs granted could be earned based on the Company’s TSR performance relative to a peer group in each ofone-,two- and three-year performance periods. The use of three performance periods allows us to properly manage the shares available for such awards under the 2009 Plan.

During February 2015,2016, the compensation committee approved LTI awards to the executives which consisted of an equal mix ofincluding PSUs and restricted stock. In connection with his return to the Company, the compensation committee awarded 250,000 shares of restricted stock to Mr. Good, our Chief Operating Officer, which vest one third in each of the three subsequent years. In making decisions concerning these awards, the committee considered competitive benchmarking data, the performance of the Company, individual performance, and other factors the committee deemed relevant. The following table reflects the LTI awards made in February 20152016 to our NEOs:

To determine the PSUs earned, the committee certifies our TSR relative percentile. The number of shares that may be earned ranges from 0% to 200% of the target PSUs granted. If our relative TSR performance is less than the 20th20^th percentile, none of the PSUs are earned. If our relative TSR performance is the 50th50^th percentile, 100% of the target PSUs are earned. If our relative TSR performance is at least the 90th90^th percentile, 200% of the target PSUs are earned. Earned PSUs are interpolated between threshold, target and maximum performance. The executive’s earned PSUs, as certified annually, are delivered to him in the form of shares of restricted stock, which vest only if the executive remains employed following the end of the three-year performance period. The restricted stock vests over three years,one-third per year from the date of grant.

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The Company’s TSR performance in 20152016 resulted inone-third of the PSU grants awarded in 20122014, 2015 and 20142016 being forfeited by the Company’s executive officers. The remaining 20142015 PSUs could be earned based on the Company’s relative TSR performance against its 2014 peer group for the remaining performance periodsperiod of January 1, 20142015 through

EXECUTIVE COMPENSATION

December 31, 2016. The Company’s executive officers earned 24% of one-third of the PSU grants awarded in 2015 based on the one year TSR performance at the 27th percentile for the period January 1, 2015 through December 31, 2015.2017. The remaining 20152016 PSUs could be earned based on the Company’s relative TSR performance for the remaining performance periods of January 1, 20152016 through December 31, 20162017 and January 1, 20152016 through December 31, 2017.2018.

Executive Life Insurance Plan

We have an executive life insurance plan for our executive officers. The purpose of this plan is to provide additional life insurance protection to our executive officers and savings for their retirement. Under this plan, we contribute five percent of each participant’s annual cash compensation to purchase a variable universal life insurance policy. Each participant directs the investment of the policy’s cash values among a selection of mutual funds offered by the carrier. During employment, the participants may designate a beneficiary to receive payment of the death benefit (reduced by the amount of the premiums paid by us, which are repaid to us), but have no other rights of ownership in the policy. Upon a participant’s termination of employment, the policy will be transferred to the participant. Contributions to this plan totaled $218,500$166,825 in 2015.2016.

Other Benefits

Our executive officers receive medical, group life insurance and other benefits including matching contributions under our 401(k) plan that are available generally to all of our salaried employees over 21 years of age. We have no defined benefit retirement plans for any of our employees.

Other Matters Affecting Our Executive Compensation

Limitation on Income Tax Deduction for Executive Compensation

Section 162(m) of the Internal Revenue Code generally limits the corporate income tax deduction for compensation paid to each executive officer, other than the Chief Financial Officer, shown in the summary compensation table to $1 million, unless the compensation is “performance-based compensation” and qualifies under certain other exceptions. Our policy is primarily to design and administer compensation plans which support the achievement of long-term strategic objectives and enhance stockholder value. The committee also attempts to structure compensation programs that aretax-advantageous to us to the extent the programs are consistent with our compensation philosophy. Awards of time-vested restricted stock and certain forms of cash compensation do not qualify under Section 162(m). Awards under our Annual Incentive Plan and awards of PSUs are intended to qualify as “performance-based compensation.”

Risk and Our Employee Compensation Program

The compensation committee reviewed the possible relationship between risk and our incentive compensation program for all employees. The compensation committee believes that there are no compensation incentives which encourage excessive risk and are reasonably likely to have a material adverse effect on the Company. The design of our incentive compensation program, which seeks to eliminate any excessive risks, includes (1) basing cash bonuses on the achievement of our business

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objectives of increasing stockholder value by growing production and reserves on a profitable basis, (2) the vesting of restricted stock awards annually over three years, (3) the use of equity as a significant portion of incentive compensation, and (4) stock ownership and retention requirements for our officers.

Clawback Provisions

Our CEO and President and Chief Financial Officer are currently subject to the forfeiture of bonuses and profits stipulated by Section 304 of the Sarbanes Oxley Act of 2002. In addition, the compensation committee adopted a recoupment policy during 2012 which would allow us to recoup excess incentive compensation from current or former executives at the vice president level or above who received incentive-based compensation during the three year period preceding the date on which we are required to prepare a financial restatement. This policy applies to incentive compensation granted on or after December 1, 2012. Our compensation committee will adopt provisions consistent with the requirements of the Dodd-Frank Act when final regulatory guidance is issued by the SEC.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table reflects the elements of compensation earned by our named executive officers under our executive compensation programs.

Salary:Values shown represent the base salary earnings of the named executive officers.

Bonus: Values reflect the discretionary cash bonus earned by the named executive officers.

Grant Date Fair Value of Stock Awards: This column represents the grant date fair value of grants of restricted stock and PSUs.

Non-Equity Incentive Plan Compensation: This column represents the cash bonus earned under the Company’s Annual Incentive Plan.

Non-Qualified Deferred Compensation Earnings: This column reflects “above market” earnings onnon-qualified deferred compensation plans. This is the difference between (i) actual earnings on the cash surrender values of universal life insurance policies owned by us insuring each executive under our Executive Life Insurance Plan, and (ii) market interest rates, as determined pursuant to the SEC’s rules.

All Other Compensation: This column represents the value of the additional benefits provided by us that include the employer match under our 401(k) plan, life insurance premiums paid by us for the benefit of certain executive officers and incremental costs incurred for personal use of our corporate aircraft, and the value of insurance provided by the Company.

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