These proxy materials are being furnished to you by the Board of Directors (the “Board”) of Synergy Resources Corporation,SRC Energy Inc., a Colorado corporation (“we,” “us,” “Synergy”“us” or the “Company”), in connection with its solicitation of proxies for Synergy’sthe Company’s Annual Meeting of Shareholders to be held on December 15, 2015May 18, 2018, at 10:9:00 a.m., Mountain Daylight Time, at the WestinSheraton Denver Downtown Hotel, 1672 Lawrence St.,1550 Court Place, Denver, Colorado 80202, and at any adjournments or postponements thereof (the “Annual Meeting”). In addition to solicitation by mail, certain of our directors, officers and employees may solicit proxies by telephone, personal contact, or other means of communication. They will not receive any additional compensation for these activities. We have entered into an agreement with Alliance Advisors, LLC to provide proxy soliciting services, and we anticipate paying approximately $8,000 for such services. Also, brokers, banks and other persons holding common stock on behalf of beneficial owners will be requested to solicit proxies or authorizations from beneficial owners. We will bear all costs incurred in connection with the preparation, assembly and mailing of the proxy materials and the solicitation of proxies and will reimburse brokers, banks and other nominees, fiduciaries and custodians for reasonable expenses incurred by them in forwarding proxy materials to beneficial owners of our common stock.

This proxy statement and the enclosed proxy card are expected to be first sent to our shareholders on or about November 9, 2015.April 2, 2018. The proxy materials are also available at http://www.viewproxy.com/syrginfo/2016.materials.proxyvote.com/78470V.

All valid proxies properly executed and received by the Company prior to the Annual Meeting will be voted in accordance with the instructions specified in such proxies. Where no instructions are given, shares will be voted “FOR” the election of the director nominees named herein (Proposal No. 1), “FOR” the ratificationapproval of EKS&H LLLP asan amendment of the Company’s independent registered accounting firm for the fiscal year ending August 31, 2016 (Proposal No. 2), “FOR” the approval of the Synergy Resources Corporation 2015 Equity Incentive Plan (Proposal No. 3), “FOR” the amendment of theSecond Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock of the Company (Proposal No. 2), “FOR” the approval of an amendment of the Company’s 2015 Equity Incentive Plan to, among other things, increase the maximum number of shares of common stock of the Company that may be issued pursuant to awards under the 2015 Equity Incentive Plan (Proposal No. 3), “FOR” the non-binding, advisory vote on executive compensation (Proposal No. 4), and “FOR”every “1 Year” for the proposal to approve,non-binding, advisory vote on anthe frequency of advisory basis, ourvotes on executive compensation (Proposal No. 5), and “FOR” the ratification of Deloitte & Touche LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2018 (Proposal No. 6).

A shareholder giving the enclosed proxy has the power to revoke it at any time before it is exercised by affirmatively electing to vote in person at the meetingAnnual Meeting or by delivering to the Company’s corporate secretary either an instrument of revocation or an executed proxy bearing a later date.

QUESTIONS AND ANSWERS ABOUT THE
ANNUAL MEETING AND PROCEDURAL MATTERS

Why am I receiving these proxy materials?

The Board is providing these proxy materials to you in connection with the solicitation of proxies for use at the Annual Meeting to be held December 15, 2015May 18, 2018 at 10:9:00 a.m., Mountain Daylight Time, for the purposes of considering and acting upon the matters set forth in this Proxy Statement.

What is the purpose of the meeting?Annual Meeting?

The purpose of the meetingAnnual Meeting is to vote on the following matters:

Am I entitled to vote at the meeting?Annual Meeting?

Where is the Annual Meeting being held?

The Annual Meeting will be held at the WestinSheraton Denver Downtown Hotel, 1672 Lawrence St.,1550 Court Place, Denver, Colorado 80202.

What is the difference between holding shares as a “shareholder of record” and holding shares as “beneficial owner” (or in “street name”)?

Most shareholders are considered “beneficial owners” of their shares (sometimes also referred to as shares held in “street name”), which means that they hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some differences between shares held of record and those owned beneficially.

What is a “broker non-vote”?

What are the different methods that I can use to vote my shares of common stock?

What are my voting rights as a shareholder?

Shareholders are entitled to one vote for each share of our common stock that they own as of the record date.

Can I revoke or change my vote?

Yes. If you are a shareholder of record, you may revoke or change your vote before the proxy is exercised by filing with our Secretary a notice of revocation, delivering to us a new proxy, or by attending the meetingAnnual Meeting and voting in person. Shareholders of record who vote via the Internet or by telephone may change their votes by re-voting by those means. If you are a beneficial owner, you must follow instructions provided by your broker, bank or other nominee. A shareholder’s last timely vote, whether via the Internet, by telephone or by mail, is the one that will be counted.

What constitutes a quorum?

What are the Board’s recommendations?

Our Board recommends a vote FOR each proposal set forth in this Proxy Statement.“FOR” the election of the director nominees named herein (Proposal No. 1), “FOR” the approval of an amendment of the Company’s Second Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock of the Company (Proposal No. 2), “FOR” the approval of an amendment of the Company’s 2015 Equity Incentive Plan to, among other things, increase the maximum number of shares of common stock of the Company that may be issued pursuant to awards under the 2015 Equity Incentive Plan (Proposal No. 3), “FOR” the non-binding, advisory vote on executive compensation (Proposal No. 4), every “1 Year” for the non-binding, advisory vote on the frequency of advisory votes on executive compensation (Proposal No. 5), and “FOR” the ratification of Deloitte & Touche LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2018 (Proposal No. 6).

If any other matters are brought before the meeting,Annual Meeting, the proxy holders will vote as recommended by our Board. If no recommendation ifis given, the proxy holders will vote in their discretion.

What vote is required to approve each proposal?

You may vote “FOR” or “WITHHOLD” authority to vote on Proposal No. 1, relating to the election of directors. Members of the Board are elected by a plurality of votes cast. This means that the ninesix nominees who receive the largest number of “FOR” votes cast will be elected. While directors are elected by a plurality of votes cast, our Board has adopted a majority voting policy which provides for majority voting for directors in uncontested elections. Under our majority voting policy, any incumbent director nominee who receives a greater number of “WITHHOLD” votes than “FOR” votes with respect to his or her election at the Annual Meeting shall tender his or her resignation promptly after the final vote. Our Board, within 90 days of receiving the certified voting results pertaining to the election, will decide whether to accept the resignation of any unsuccessful incumbent, or whether other action should be taken, through a process managed by the Nominating Committee. In reaching its decision, the Board may consider any factors it deems relevant, including the stated reasons, if any, why shareholders withheld their votes, possible alternatives for curing such underlying cause of withheld votes, the director’s tenure, the director’s qualifications, the director’s past and expected future contributions to us, the overall composition of the Board, and whether accepting the tendered resignation would cause us to fail to meet any applicable rule or regulation, including NYSE

American listing standards and Securities and Exchange Commission (“SEC”) regulations. The Board will promptly disclose the decision whether to accept the director’s resignation offer (and the reasons for rejecting the resignation, if applicable) in a document filed with the SEC. There is no cumulative voting for directors. Each other

You may vote “FOR” or “AGAINST” Proposal No. 2, or you may abstain from voting on the proposal, set forth in this Proxy Statementwhich relates to the approval of an amendment of the Company’s Second Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock of the Company from 300,000,000 to 400,000,000. Proposal No. 2 will be approved if the votes cast in favor of the proposal exceed the votes cast against the proposal.

Abstentions and broker non-votes will have no effect on the outcome of the vote on any of the proposals.

Do I have appraisal rights in connection with any of the proposals?either proposal?

No action is proposed at the Annual Meeting for which the laws of the State of Colorado or other applicable law provides a right of our shareholders to dissent and obtain appraisal of or payment for such shareholders’ common stock.

Who can help answer my questions?

If you need assistance in voting by telephone or over the Internet or completing your proxy card, or have questions regarding the Annual Meeting, please contact:

PROPOSAL NO. 1—ELECTION OF DIRECTORS

As of the date of this Proxy Statement and as permitted by the Company’s bylaws, the Board consists of ninesix directors. The Nominating Committee and the Board hashave nominated each current director, i.e., Messrs. Peterson, McElhaney, Aydin, Kelly and Korus and Ms. Zucker, for re-election to the Board forre-election. Each candidate elected will serve a one-year term, subject to such director’sperson’s earlier resignation or removal.

The appointed proxies will vote your shares in accordance with your instructions and for the election of the director nominees unless you withhold your authority to vote for one or more of them. The Board does not contemplate that any of the director nominees will become unavailable for any reason; however, if any director is unable to stand for election, the Board may reduce its size or select a substitute. Your proxy cannot otherwise be voted for a person who is not named in this Proxy Statement as a candidate for director or for a greater number of persons than the number of director nominees named. There is no cumulative voting for directors.

Executive Officers and Directors

Our executive officers as of the date of the Proxy Statement and directorsdirector candidates are listed below. Our directors are generally elected at our annual shareholders’ meeting and hold office until the next annual shareholders’ meeting or until their successors are elected and qualified.  Our executive officers are appointed by the Board and serve at its discretion.

We believe Messrs. Holloway, Scaff, Peterson, McElhaney, ConradKelly and SewardKorus are qualified to act as directors due to their experience in the oil and gas industry.  We believe Messrs. Wilber, NoffsingerKorus and Aydin are qualified to act as directors as result ofdue to their experience in financial matters. We believe Ms. Zucker is qualified to act as a director due to her legal and leadership experience.

Board Leadership Structure and Risk Management

Our business is managed under the direction of the Board.  None of our directors has been formally designatedBoard, with Mr. Peterson acting as Chairman of the Board; instead, our Co-Chief Executive Officers jointly preside over meetings of the Board and otherwise perform the duties of Chairman.  NoneAlthough at present none of our independent directors has been formally designated as the lead independent director.director, we anticipate naming a lead independent director after the Annual Meeting. We do not have a policy regarding separation of the CEO and Chairman positions.  We believe this structure is appropriate at this time in light of the role our Co-Chief Executive Officers have played in our historysize of the Board and development and their joint leadership roles.the Company.

In performing its duties, the Board oversees the Company’s identification and management of its critical business risks. Risks are considered on a continuous basis, including in connection with acquisition and hedging activities.

The Board meets regularly to review significant developments affecting us and to act on matters requiring its approval. Directors are requested to make attendance at meetings of the Board and Board committees a priority, to come to meetings prepared, having read any materials provided to them prior to the meetings and to participate actively in the meetings. The Board held 4nine meetings in the year ended AugustDecember 31, 20152017 and acted 37four times by written consent, primarily with respect to minor matters. All directorsconsent. No director attended allfewer than 75% of the committee meetings forof the Board (and any committees on which they served during fiscal 2015,thereof) that he or she was requested to attend, either in person or via telephone conference. All directors attended all of the Board meetings, except that one director was absent for a single meeting. Directors are not required to attend the annual shareholders'shareholders’ meeting; however, all directors are expected to attend the December 15, 2015 meeting. Seven of the eight directors then in office attended the 2017 annual meeting held on January 21, 2015.June 15, 2017.

Board Committees 

The current composition and the primary responsibilities of the Audit Committee, the Compensation Committee and the Nominating Committee are described below.

The Company does not have a formal policy regarding the consideration of director candidates recommended by shareholders; however, the Nominating Committee will consider candidates recommended by shareholders on the same basis as candidates proposed by other persons.  The Board believes that its process for assessing director candidates is appropriate at this time. Under Colorado law, any shareholder can nominate an individual as a director candidate at the annual shareholders’ meeting.  To submit a candidate for the Board, a shareholder should send the name, address and telephone number of the candidate, together with any relevant background or biographical information, to the Company’s co-ChiefChief Executive OfficersOfficer at 16251675 Broadway, Suite 300,2600, Denver, Colorado 80202.  

Compensation Committee Interlocks and Insider Participation 

We had no compensation committee interlocks with any other company during the fiscal year ended AugustDecember 31, 2015.2017.

Director Independence

Security Holder Communications Policy 

Holders of the Company’s common stock can send written communications to the Company’s entire Board, of Directors, or to one or more Board members, by addressing the communication to “the Board of Directors” or to one or more directors, specifying the director or directors by name, and sending the communication to the Company’s offices at 16251675 Broadway, Suite 300,2600, Denver, Colorado 80202.  Communications addressed to the Board as a whole will be delivered to each Board member.  Communications addressed to a specific director (or directors) will be delivered to the director (or directors) specified.  Security holder

Code of Ethics

Director Compensation

On October 29, 2014,Non-employee directors’ compensation is reviewed annually by the Company's DirectorsCompensation Committee and is approved by the followingBoard. We compensate directors with a combination of cash and stock-based incentive compensation arrangementsto attract and retain qualified candidates to serve on our Board. No compensation is paid to our CEO for his service on the Board.

For 2017, the Company’s directors determined not to make any significant changes to the overall level of compensation for the Company's directors:Company’s non-employee directors from the amounts approved in 2015. However, starting in July 2017, the Company adjusted the timing for Board compensation from a calendar year cycle to an annual cycle beginning with the quarter following the directors’ election (or reelection) to the Board at the annual meeting (i.e., July 1). Key elements of the non-employee directors’ compensation are the following:

The following table shows the compensation paid or accruedduring 2017 to our Directorsnon-employee directors. Because of the change in the timing of the annual equity awards detailed above, the amounts below include equity grants for the two quarters prior to the annual meeting, as well as the annual grant made following election/reelection to the board.

In 2016, the Board adopted Share Ownership Requirements for the Company’s non-employee directors. Required ownership for non-employee directors is three times annual board cash compensation. Qualified holdings for non-employee directors are the same types of holdings (stock owned directly and unvested time-based restricted stock units) as the qualified holdings for the Company’s executives. For purposes of the policy, the value of the shares held is measured on April 1 each year, ended August 31, 2015.as the average of the month-end closing price for the 12 months preceding the date of calculation. Non-employee directors have a five-year phase-in period in which to meet the option to receive their fees in either cash or stock:

Certain Relationships and Related Person Transactions

The Board has established a practice pursuant to which it reviews, and approves and ratifies when deemed appropriate, transactions with related parties including directors and executive officers of the Company and entities in which such persons have a significant financial interest. Pursuant to this practice, any transaction between the Company and the related person(s) must be approved by a majority of the Company’s disinterested directors. In determining whether to approve or ratify a transaction, the disinterested directors will consider the relevant facts and circumstances of the transaction, which may include factors such as the relationship of the related person with the Company, the business purpose and reasonableness of the transaction, whether the transaction is comparable to a transaction that could be available to the Company onfrom an arms-length basisunrelated party and the impact of the transaction on the Company’s business and operations.

The Company leases its Platteville, Colorado office and an equipment storage yard under a twelve month lease agreement with HS Land & Cattle, LLC (“HSLC”). HSLC is controlled by Ed Holloway and William Scaff, Jr., the Company’s Co-Chief Executive Officers.  The current lease expired on July 1, 2015 and is currently continuing on a month-to-month basis, at a monthly lease payment of $15,000. EffectiveSince January 1, 2016, the Company expects to enter into a new lease with HSLC for a five year term at a rate of $20,000 per month.

Vote Required for Approval

The election of Messrs. Holloway, Scaff, Peterson, Seward, Wilber, McElhaney, Conrad, NoffsingerAydin, Kelly and AydinKorus and Ms. Zucker to the Board will be approved if the number of votes cast in favor of“FOR” those candidates exceeds the number of votes cast for other candidates, if any. Abstentions and broker non-votes will have no effect on the outcome of the vote. Under our majority voting policy, any director nominee who receives a greater number of “WITHHOLD” votes than “FOR” votes with respect to their election is required to tender his or her resignation promptly after the final vote. See the description of our majority voting policy in “QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND PROCEDURAL MATTERS” above.

Board Recommendation

The Board recommends that you vote FOR“FOR” the election of Messrs. Holloway, Scaff, Peterson, Seward, Wilber, McElhaney, Conrad, NoffsingerAydin, Kelly and AydinKorus and Ms. Zucker as directors of the Company.

The Audit CommitteeArticles currently authorize us to issue 300,000,000 shares of common stock, of which [__] shares were issued and outstanding at the close of business on March 23, 2018. In addition, as of the same date, 4,500,000 shares of our common stock were reserved for issuance under outstanding equity compensation awards. If Proposal 3 is approved then based on the number of outstanding and reserved shares of common stock described above, as of March 23, 2018 we would have [__] shares of common stock remaining available for issuance for corporate purposes. The Board believes that this amount is undesirably low and that having additional authorized shares may be necessary for the Company to pursue its growth strategy. The increase in the number of authorized shares of common stock pursuant to the Amendment would enable the Company, without further shareholder approval, to issue shares from time to time as may be required for proper business purposes such as raising additional capital for ongoing operations, to complete acquisitions, to effect stock splits and dividends, to implement present and future employee benefit programs and for other corporate purposes.

The Board has selected EKS&H LLLP, an independent registered public accounting firm,unanimously approved the Third Amended and Restated Articles of Incorporation. The Board reserves the right, notwithstanding shareholder approval and without further action by the shareholders, not to auditproceed with the booksadoption of the Third Amended and recordsRestated Articles of Incorporation if, at any time prior to its filing with the Secretary of State of Colorado, the Board, in its sole discretion, determines that the changes reflected therein are no longer in the best interests of the Company for the fiscal year ending August 31, 2016 and the Company is submitting the appointment of EKS&H LLP to the shareholders for ratification. If the appointment is not ratified, the Audit Committee will reconsider its selection. A representative of EKS&H LLLP is expected to be present at the shareholders’ meeting and will have an opportunity to make a statement if he or she so desires, and will be available to respond to appropriate questions.

Vote Required for Approval

The ratificationapproval of the appointmentamendment to our Second Amended and Restated Articles of EKS&H LLLP as our independent registered accounting firm for the year ended August 31, 2016Incorporation will be approved if the votes cast in favor of the proposal exceed the votes cast against it. Abstentions and broker non-votes will have no effect on the outcome of the vote.

Board Recommendation

The Board recommends that you vote FOR“FOR” the proposal to ratifyapprove the appointmentAmendment to increase the number of EKS&H LLLP asauthorized shares of our independent registered accounting firm for the year ended August 31, 2016.common stock, par value $0.001 per share, from 300,000,000 shares to 400,000,000 shares.

The Compensation Committee and the Board believe that in order to successfully attract and retain qualified and properly incentivized employees and directors in a highly competitive industry, we must continue to offer a competitive equity incentive program. Our 2015 Plan is approved by shareholders,the only equity incentive plan that we will have 4,500,000 commoncurrently maintain. As of December 31, 2017, there were only 110,158 shares authorized for grant pursuant to our equity compensation plans, taking into account the termination of the 2011 Plans. In setting the number of common shares authorizedremaining available for issuance under the 2015 Plan, we consideredand that number has decreased as a result of grants made in 2018. Accordingly, the potential dilution to our investors from awardsCompensation Committee and the Board believe that could be grantedthe shares available under the 2015 Plan. The 4,500,000 additional common shares authorized by theexisting 2015 Plan together with shares issuable pursuantare insufficient, and that it is critical to currently outstanding awards under the 2011 Plans, represent approximately 8.2% of the outstanding common shares as of October 19, 2015. We also considered the expected duration of the 2015 Plan. Duration is inherently uncertain because it involves estimates regarding a number of factors, including: (i) the number of common shares to be covered by awards to be granted, which changes with the number of recipients, their compensation levels and the fair market value of our common shares at the time of grant, (ii) with respect to performance-based awards that can vest below, at or above a target number of units based on performance goals, the actual number of units that will vest based on actual performance, and (iii) the rate of termination or forfeiture of awards that are made. Based on a number of assumptions regarding these matters, we currently estimate that the duration of the 2015 Plan will be between 4 and 6 years.

The purpose of the Amended 2015 Plan is to promote the success of the Company and the interests of its stockholdersshareholders by providing an additional means for the Company to attract, motivate, retain and reward directors, officers, employees and other eligible persons (including certain consultants and advisors).

The Administrator has broad authority under the Amended 2015 Plan with respect to award grants including, without limitation, the authority:

Persons eligible to receive awards under the Amended 2015 Plan include officers and employees of the Company or any of its subsidiaries, directors of the Company, and certain consultants who render bona fide services to the Company or any of its subsidiaries (other than services in connection with the offering or sale of securities or as a market maker or promoter of securities of the Company). As of the date of this proxy,Proxy Statement, there are approximately 50134 employees, including officers, of the Company and sixfive non-employee directors of the Company who would potentially be eligible to receive awards under the Amended 2015 Plan.

The original number of shares of Company common stock that were authorized for issuance pursuant to awards under the 2015 Plan was 4,500,000, although as of December 31, 2017, there were only 110,158 shares remaining available for issuance under the 2015 Plan, and that number has decreased as a result of grants made in 2018. If the Amended 2015 Plan is approved, the maximum number of shares of Company common stock that may be issued pursuant to awards under the 2015 Plan is 4,500,000.plan will increase by 6,000,000. The Amended 2015 Plan generally provides that shares issued in connection with awards that are granted by or become obligations of the Company through the assumption of awards (or in substitution for awards) in connection with an acquisition of another Companycompany will not count against the shares available for issuance under the Amended 2015 Plan.Plan, except as may be required by the Administrator or applicable law or stock exchange rules.

Because future awards under the 2015 Plan will beare granted in the discretion of the Board or a committee of the board, the type, number, recipients and other terms of future awards cannot be determined at this time.

In no case (except due to an adjustment to reflect a stock split or similar event or any repricing that may be approved by stockholders)shareholders) will any adjustment be made to a stock option or stock appreciation right award under the Amended 2015 Plan (by amendment, cancellation and regrant, exchange for other awards or cash or other means) that would constitute a repricing of the per share exercise or base price of the award.

The Amended 2015 Plan authorizes stock options, stock appreciation rights, restricted stock, restricted stock units, stock bonuses and other forms of awards that may be granted or denominated in the Company’s common stock or units of the Company’s common stock, as well as cash bonus awards. The Amended 2015 Plan retains flexibility to offer competitive incentives and to tailor benefits to specific needs and circumstances. Awards may, in certain cases, be paid or settled in cash.

A stock option is the right to purchase shares of the Company’s common stock at a future date at a specified price per share (the “exercise price”). The per share exercise price of an option generally may not be less than the fair market value of a share of the Company’s common stock on the date of grant. On March 28, 2018, the last sale price of the Company’s common stock as reported on the NYSE American was $[__] per share. The maximum term of an option is ten years from the date of grant. An option may be either an incentive stock option or a nonqualified stock option. Incentive stock options are taxed differently than nonqualified stock options and are subject to more restrictive terms under the Code and the Amended 2015 Plan. Incentive stock options may be granted only to employees of the Company or a subsidiary.

A stock appreciation right is the right to receive payment of an amount equal to the excess of the fair market value of shares of the Company’s common stock on the date of exercise of the stock appreciation right over the base price of the stock appreciation right. The base price will beis established by the Administrator at the time of grant of the stock appreciation right and generally cannot be less than the fair market value of a share of the Company’s common stock on the date of grant. Stock appreciation rights may be granted in connection with other awards or independently. The maximum term of a stock appreciation right is ten years from the date of grant.

Shares of restricted stock are shares of the Company’s common stock that are subject to certain restrictions on sale, pledge, or other transfer by the recipient during a particular period of time (the “restricted period”). Subject to the restrictions provided in the applicable award agreement and the Amended 2015 Plan, a participant receiving restricted stock may have all of the rights of a stockholdershareholder as to such shares, including the right to vote and the right to receive dividends.

A restricted stock unit (“RSU”) represents the right to receive one share of the Company’s common stock on a specific future vesting or payment date. Subject to the restrictions provided in the applicable award agreement and the Amended 2015 Plan, a participant receiving RSUs has no stockholdershareholder rights until shares of common stock are issued to the participant. RSUs may be granted with dividend equivalent rights. RSUs may be settled in cash if so provided in the applicable award agreement.

The Administrator, in its sole discretion, may grant cash awards, including without limitation, discretionary awards, awards based on objective or subjective performance criteria, and awards subject to other vesting criteria.

The other types of awards that may be granted under the Amended 2015 Plan include, without limitation, stock bonuses, performance stock, performance stock units, dividend equivalents, and similar rights to purchase or acquire shares of the Company’s common stock.

The Administrator, in its sole and absolute discretion, may choose (in an award agreement or otherwise) to provide for full or partial accelerated vesting of any award upon a change in control, or upon any other event or other circumstance related to the change in control, such as an involuntary termination of employment occurring after such change in control, as the Administrator may determine. Notwithstanding the foregoing, in the event the Administrator does not make appropriate provision for the substitution, assumption, exchange or other continuation of the award pursuant to the change in control, then each then-outstanding option and

stock appreciation right shall automatically become fully vested, all shares of restricted stock and restricted stock units then outstanding shall automatically fully vest free of restrictions, and each other award granted under the Amended 2015 Plan that is then outstanding shall automatically become vested in full (assuming all performance targets have been achieved at 100% of target) and payable to the holder of such award.

For purposes of the Amended 2015 Plan, a "change“change in control"control” will be deemed to have occurred if:

(a) The acquisition by any individual, entity or group of beneficial ownership of more than 50% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors, subject to certain exceptions;

(b) Individuals who, as of the effective date of the Amended 2015 Plan, constitute the Board cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the effective date of the Amended 2015 Plan whose election, or nomination for election by the Company’s stockholders,shareholders, was approved by a vote of at least two-thirds of the directors then comprising the incumbent Board (including for these purposes, the new members whose election or nomination was so approved, without counting the member and his predecessor twice) shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board;

(c) Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company, in each case unless, following such transaction, (1) all or substantially all of the individuals and entities that were the beneficial owners of the outstanding voting securities of the Company immediately prior to the transaction beneficially own, directly or indirectly, more than 50% of the the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from the transaction, (2) no person beneficially owns, directly or indirectly, more than 50% of, respectively, the combined voting power of the then-outstanding voting securities of the entity resulting from the transaction, except to the extent that the ownership in excess of more than 50% existed prior to the transaction, and (3) at least a majority of the members of the board of directors or trustees of the entity resulting from the transaction were members of the Board at the time of the execution

(d) Approval by the stockholdersshareholders of the Company of a complete liquidation or dissolution of the Company other than in the context of a transaction that does not constitute a change of control under (c) above.

Notwithstanding the foregoing, a change in control shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the holders of the Company’s voting securities immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions. No compensation that has been deferred for purposes of Section 409A of the Code shall be payable as a result of a change in control unless the change in control qualifies as a change in ownership or effective control of the Company within the meaning of Section 409A of the Code.

Awards under the Amended 2015 Plan generally are not transferable by the recipient other than by will or the laws of descent and distribution, or pursuant to domestic relations orders, and with respect to awards with exercise features, are generally exercisable during the recipient’s lifetime only by the recipient. Any amounts payable or shares issuable pursuant to an award generally will be paid only to the recipient or the recipient’s beneficiary or representative. The Administrator has discretion, however, to establish written conditions and procedures for the transfer of awards to other persons or entities, as long as such transfers comply with applicable federal and state securities laws and provided that any such transfers are not for consideration.

As is customary in plans of this nature, the share limit and the number and kind of shares available under the Amended 2015 Plan and any outstanding awards, as well as the exercise or purchase prices of awards, and performance targets under certain types of Performance-Based Awards, are subject to adjustment in the event of certain reorganizations, mergers, combinations, recapitalizations, stock splits, stock dividends, or other similar events that change the number or kind of shares outstanding, and extraordinary dividends or distributions of property to the stockholders.shareholders.

The Amended 2015 Plan does not limit the authority of the Board or any committee to grant awards or authorize any other compensation, with or without reference to the Company’s common stock, under any other plan or authority.

By accepting awards and as a condition to the exercise of awards and the enjoyment of any benefits of the Amended 2015 Plan, each participant agrees to be bound by and subject to non-competition, confidentiality and invention ownership agreements acceptable to the Administrator and the Company’s code of ethics and other policies applicable to such participant as is in effect from time to time. Awards are subject to any clawback policy adopted by the Company from time to time.

The Amended 2015 Plan is the exclusive vehicle for awards of cash and equity compensation to be paid or provided to the Company’s non-employee directors. Non-employee directors are eligible to receive all forms of awards to the extent permissible under the Amended 2015 Plan. Cash awards to non-employee directors may take any form determined by the Administrator in its sole and absolute discretion, including, but not limited to, retainers, committee fees, chairperson fees, per meeting fees, and special fees for committee service. Cash awards paid to any non-employee director may not exceed $400,000 in any fiscal year. Equity awards to non-employee directors may take any form determined by the Administrator in its sole and absolute discretion. Equity awards granted to any non-employee director may not exceed 50,000 shares of the Company’s common stock in any fiscal year.

The Administrator may amend or terminate the Amended 2015 Plan at any time and in any manner. StockholderShareholder approval for an amendment will be required only to the extent then required by applicable law or any applicable stock exchange rules or as required under Sections 162, 409A, 422 or 424 of the Code to preserve the intended tax consequences of the Amended 2015 Plan. For example, stockholdershareholder approval will beis required for anythe proposed amendment that proposes to increase the maximum number of shares that may be delivered with respect to awards granted under the Amended 2015 Plan. Adjustments as a result of stock splits or similar events will not, however, be considered an amendmentamendments requiring stockholdershareholder approval. Unless terminated earlier by the Board, the authority to grant new awards under the Amended 2015 Plan will terminate ten years fromafter the date of its adoptionon which the 2015 Plan was originally approved by the Board. Outstanding awards generally will continue following the expiration or termination of the Amended 2015 Plan. Generally speaking, outstanding awards may be amended by the Administrator (except for a repricing), but the consent of the award holder is required if the amendment (or any plan amendment) materially and adversely affects the holder.

Certain Federal Tax Consequences

The following summary of the federal income tax consequences of awards under the Amended 2015 Plan is based upon federal income tax laws in effect on the date of this Proxy Statement. This summary does not purport to be complete, and does not discuss state, local or non-U.S. tax consequences. The tax consequences of individual awards may vary depending upon the particular circumstances applicable to any individual participant.

If the participant fails to satisfy either of the foregoing holding periods (referred to as a “disqualifying disposition”), he or she will recognize ordinary compensation income in the year of the disposition. The

amount of ordinary compensation income generally is the lesser of (i) the difference between the amount realized on the disposition and the exercise price or (ii) the difference between the fair market value of the

The “spread” under an ISO (i.e., the difference between the fair market value of the shares at exercise and the exercise price) is classified as an item of adjustment in the year of exercise for purposes of the alternative minimum tax. If a participant’s alternative minimum tax liability exceeds such participant’s regular income tax liability, the participant will owe the alternative minimum tax liability.

Participants receiving restricted stock awards may make an election under Section 83(b) of the Code (a “Section 83(b) Election”) to recognize as ordinary compensation income in the year that such restricted stock is granted the amount equal to the excess of the fair market value on the date of the issuance of the stock over the amount paid for such stock. If the participant is an employee, this income is subject to withholding for federal income and employment tax purposes. If such an election is made, the recipient recognizes no further amounts of compensation income upon the lapse of any restrictions and any gain or loss on subsequent disposition will be long-term or short-term capital gain or loss to the recipient. However, if the stock is later forfeited, the participant will not be able to recover the tax previously paid pursuant to the Section 83(b) Election. The Section 83(b) Election must be made within 30 days from the time the restricted stock is issued. The Company is entitled to a deduction equal to the amount of income taken into account as a result of the Section 83(b) Election, subject to possible limitations imposed by the Code, including Section 162(m) thereof.

To the extent unrestricted dividends are paid while the restrictions on the stock are in effect, any such dividends will be taxable to the participant as ordinary income (and will be treated as additional wages for federal income and employment tax withholding purposes, if the recipient is an employee) and will be deductible by the Company (subject to possible limitations imposed by the Code, including Section 162(m) thereof), unless the participant has made a Section 83(b) Election, in which case the dividends will generally be taxed at dividend rates and will not be deductible by the Company.

to the amount of ordinary income recognized by the recipient, subject to possible limitations imposed by the Code, including Section 162(m) thereof.

Interested Parties

Because approval of the Amended 2015 Plan will increase the number of shares available for issuance to the directors and executive officers of the Company, each of those persons has an interest in and may benefit from the approval of the Amended 2015 Plan.

Vote Required for Approval

The approval of the Amended 2015 Plan will be approved if the votes cast in favor of approving the planproposal exceed the votes cast against it. Abstentions and broker non-votes will have no effect on the outcome of the vote.

Board Recommendation

The Board recommends that you vote FOR“FOR” the proposal to approve the Synergy Resources Corporation 2015 Equity Incentive Plan.

Introduction and Proposal

We are required under Section 14A of the Exchange Act to provide our shareholders with the opportunity to vote to approve, on a nonbinding, advisory basis, the compensation of our “named executive officers” (“NEOs”) as disclosed in this Proxy Statement. This is sometimes referred to as “say-on-pay”. We provide shareholders with the opportunity to approve the compensation of our named executive officers once every three years.

As described in greater detail in “Compensation Discussion and Analysis,” we seek to closely align the interests of our namedNEOs with the interests of our shareholders, and the Compensation Committee believes that the Company’s executive officerscompensation policies and decisions effectively align the interests of our NEOs with the interests of our shareholders. Our compensation programs are designed to encourage growth in our oil and natural gas reserves, production, cash flow, and profitability while focusing on controlling costs and achieving attractive returns on capital in order to enhance long-term shareholder value.

The say-on-pay vote is advisory, which means that the vote on executive compensation is not binding on the Company, the Board or the Compensation Committee. The vote on this resolution is not intended to address any specific element of compensation, but rather relates to the overall compensation of our named executive officersNEOs as described in this Proxy Statement in accordance with the compensation disclosure rules of the SEC. To the extent there is a vote against our named executive officer compensation as disclosed in this Proxy Statement, the Compensation Committee will evaluate whether any actions are necessary to address our shareholders’ concerns.

Accordingly, we ask our shareholders to vote on the following resolution at the Annual Meeting:

“RESOLVED, that the shareholders approve the compensation of the company’s named executive officers as disclosed in the ‘Executive Compensation’ section of this Proxy Statement, including the Compensation Discussion and Analysis, the executive compensation tables and related disclosures.”

The Board recommends a vote FOR“FOR” approval of the compensation of our named executive officersNEOs as disclosed in the “Executive Compensation” section of the proxy statement,this Proxy Statement, including the Compensation Discussion and Analysis, the executive compensation tables and related disclosures.

The Compensation Committee of the Board of Directors of the Company has reviewed and discussed the following Compensation Discussion and Analysis with management and, based on its review and discussions, recommends its inclusion in this Proxy Statement.

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) outlines the Company’s fiscal 2015 executive compensation program for its NEOs.named executive officers (sometimes referred to as “NEOs”) for 2017. This CD&A includes information on our compensation philosophy, how compensation decisions are made, the overall objectives of the Company’s compensation program, a description of the various components of compensation that are provided, and additional information pertinent to understanding the NEO’sNEOs’ compensation program.

Our NEOs for the fiscal year ended August 31, 20152017 were:

In evaluating executive officer pay, the past year,Compensation Committee may retain the oilservices of an independent compensation consultant or research firm. The Compensation Committee may also consider recommendations from our Chief Executive Officer (other than for himself). Our Compensation Committee assesses the information it receives in accordance with its business judgment. All decisions with respect to executive compensation are first approved by our Compensation Committee and gas industry has witnessed extraordinary volatility. Exploration and production-focused companiesthen submitted, together with the Compensation Committee’s recommendations, to our Board for final approval.

We choose to pay the various elements of compensation discussed in particular have experienced some of the worst of this volatility. Following a declineCD&A in oil and gas prices in 2014 of approximately 40% and 35%, respectively, oil and gas prices remained under pressure in 2015, largely related to foreign market pressures and strong domestic production. However, the Company remains well positioned even in such an uncertain market. The Company has grown its production at over a 100% compounded annual rate since 2011, while maintaining an efficient cost structure and low leverage profile. The Company’s focus remains the Wattenberg Field, and we continueorder to attract, key talented individuals with deepretain, and relevant experience operatingmotivate our high performing and well respected executive talent, reward annual performance, and to provide incentives for the achievement of intermediate and long-term strategic goals.

The Compensation Committee oversees the executive compensation program. Synergy’s executive compensation program is designed to align the interests of our executive officers with those of our shareholders in a way that allows us to attract, motivate and retain talented executives that will drive Company growth and create long-term shareholder value.

Following are the principal tenets of our executive officer compensation philosophy for 2015.philosophy.

In order to pay market competitive compensation, the Compensation Committee considers compensation data from Synergy’sour peer companies, and such data is an important reference point in the Compensation Committee’s decision making. However, decisions regarding NEO compensation are made by analyzing a number of factors, of which market data is a single component. With respect to compensation decisions in the 2015 fiscal year, the Compensation Committee prepared and used the following peer group of oil and gas companies, which the Compensation Committee believes are generally comparable in terms of market capitalization.

The following table includes the peer companies that will comprisecomprised the 2016 Compensation Peer Group2017 compensation peer group which will bewas utilized by the Compensation Committee as part of prospective compensation decisions in the future.decisions.

To date,In 2016, the rapidly growing nature of our business demands that we retain flexibility in assessing our named executive officers performance and in determining the appropriate rewards for that performance. Accordingly, our current compensation structure incorporates discretionary annual bonuses and ad-hoc long-term equity incentive awardsCompany began to accommodate this flexibility. However, we intend to transition into more structured incentive compensation arrangements as we continue to grow and implement more concreteutilize objective, pre-established performance goals and a more regularstructured long-term equity incentive grant program tothat it believes will help drive sustainable, long-term performance. To this end, we have engagedin 2017, the Company continued to utilize performance-based short-term and long-term equity incentive awards primarily based on objective, determinable criteria. However, in order to maintain flexibility to provide that executive compensation packages are continuously aligned with shareholder interests, the Compensation ConsultantCommittee has retained negative discretion to assist us inreduce any short-term or long-term incentive awards where the transition, which we hope to implement in fiscal 2016.

The Compensation Committee’s current focus is primarily to incentivizeon incentivizing and rewardrewarding performance that increases shareholder value and that supports the growth of the Company. Accordingly, our compensation programs are not largely driven by tax and accounting considerations. However, where appropriate, the Committee may consider the tax and accounting ramifications of the Company’s plans, arrangements, and agreements. Specifically, Section 162(m) of the Internal Revenue Code of 1986, as amended, limits the amount of compensation in excess of $1,000,000 that the Company may deduct with respect to its chief executive officer and certain other highly compensated executive officers whose compensation is included in the Company’s proxy statement. There are exceptions to the $1,000,000 limitation for performance-based compensation meeting certain requirements. Although the performance-based compensation limitation has generally been eliminated for newly issued compensation as part of the recently-enacted Tax Cuts & Jobs Act, the Company intends that its 2017 performance-based short-term incentive and outstanding performance-based long-term equity incentive awards continue to qualify under the applicable transition rules as “performance-based” within the meaning of Section 162(m), so that such compensation is deductible by the Company without regard to the $1,000,000 limit. However, deductibility of such awards is not guaranteed, and we may choose to pay nondeductible compensation if we deem it necessary or desirable to attract, retain and reward the executive talent necessary for our success. The Company will evaluate the impact of the changes to Section 162(m) under the Tax Cuts & Jobs Act for both the current year as well as future years.

The Board has authorizedfollowing chart provides an overview of the Compensation Committee to have primary oversight over the compensationroles and responsibilities of those parties involved with designing and administering our NEOs. Our Co-Chief Executive Officers also play an important role in the executive compensation process, in overseeing the performance and dynamics of the executive team and generally keeping the Compensation Committee informed of business objectives and the performance of the NEOs other than themselves. The Compensation Committee independently reviews and evaluates the performance of the executive team in light of the recommendations made by the Co-Chief Executive Officers. As such, all final approvals regarding the NEOs’ compensation remain with the Compensation Committee. Finally, the Compensation Committee may retain an independent consulting firm and/or legal counsel experienced in executive and overall compensation practices and policies to assist the Compensation Committee in calibrating the form and amount of executive compensation.  programs.

Our review of executive officer compensation encompasses both the structure of our executive compensation program and the targeted amount of compensation. When making compensation decisions, the Compensation Committee considered multiple sources of internal and external data. However, because comparativeComparative compensation information is just one of the several analyticanalytical tools that we useduse in setting executive compensation and the Compensation Committee retained discretionutilizes its judgment in determining the nature and extent of its use of comparative companies. When exercising its discretion, the Compensation Committee may consider factors such as the nature of the officer’s duties and responsibilities as compared to the corresponding position

experience and value the executive brings to the role, the executive’s performance results, the success demonstrated in meeting financial and other business objectives, the relationrelationship of compensation earned compared to Company performance, and the impact on the internal equity of our pay structure within ourthe Company.

TheIn 2016, the Company implemented an annualized compensation setting process (aside from certain circumstances that might require intermediate activity), whereby the Compensation Committee reviews executive officer compensationbase salaries and target incentive awards at different times throughoutthe beginning of each year. For example, the Company typically determines discretionary bonus amounts for the NEOs shortly followingcalendar year, with performance criteria established prior to the end of eachthe first quarter of the Company’s new fiscal year. Co-CEO wellFollowing completion bonuses are generally determinedof the fiscal year (or performance period, as and when wells are completed. Long-term equity awards and base salary adjustments are generally determined on an ad-hoc basis. In addition,applicable), the Compensation Committee will reviewdetermine the short-term incentive cash payouts for the NEOs. Additionally, following completion of the applicable performance period for long-term equity incentive awards, the Compensation Committee will determine what portion, if any, of such awards will be deemed earned and vested. Finally, the Compensation Committee reviews compensation on an as of andneeded basis, including when new employees are hired, existing employees are promoted, or when other factors it deems relevant merit a compensation review.

The Company’s executive compensation program has four majorthree components: base salary, annual discretionary bonus, well-completion bonuses,cash-based short-term incentive awards, and long-term equity compensation. In addition to the cash and equity components of compensation, the executive officersNEOs also participate in the Company’s health and retirement benefits programs.programs generally available to all employees.

Base salary is designed to compensate our NEOs at a fixed level of compensation that provides some financial certainty and security for our NEOs, and also serves as a retention tool throughout the executive’s career. In determining base salaries, our Compensation Committee considers many things, including each executive’s role and responsibilities with the Company, unique skills, base salary at the executive's existing employer, future potential with the Company, salary levels for similar positions in our market, and internal pay equity. As part of its annual review of base salaries, the Compensation Committee approved increases to the base salaries of our NEOs in December 2017.

The Company took the following actions with respect to NEOtable shows our NEOs’ respective base salaries for fiscal 2015:2016 and 2017:

Annual cash bonusescash-based short-term incentive (“STI”) awards are designed to incentivize our NEOs through a variable compensation program based on the Company’s as well as the individual’s performance. Our annual incentive program is determined atAward targets are set as a percentage of each NEO’s base salary, with threshold and maximum opportunities available depending upon performance against the discretionpre-established performance criteria.

Threshold performance will result in payouts equal to 50% of target, while maximum performance will result in payouts equal to 200% of target. Performance in between payout levels will result in pro-rated payouts. Performance below the threshold level will result in no payouts. Additionally, the Compensation Committee based on its review of bothwill retain negative discretion to adjust downward any payouts if, in the Compensation Committee’s sole discretion, it believes that Company and theor individual performance of each executive officer duringdoes not warrant a payout at the fiscal year.determined level.

Based on recommendations made byIn February 2017, we set target STI awards for the Compensation Committee, the Compensation Committee tookNEOs as follows:

In February 2017, for each STI award to be earned, we established the following actions with respect to discretionary annual bonuses for fiscal 2015:metrics and weightings:

WellUpon completion bonuses are designed to motivate our Co-CEOs to complete new wells, either through organic growth or through strategic acquisitions. For every 50 wells that begin producing oil and/or gas after June 1, 2013, whether as the result of the 2017 fiscal year, we reviewed the Company’s successful drilling efforts or acquisitions,performance relative to the performance metrics described above. Results for 2017 were as follows:

Overall, we believe the Company will pay eachfar exceeded the operational and financial performance targets for 2017. Further, and in light of Mr. Holloway and Mr. Scaff $100,000, up to a maximum $300,000 during any 12 month employment contract period (measured from June 1 – May 31)the high level of performance detailed in this Proxy Statement under the heading “2017 Performance Summary”, provided that:the Company determined that the actual bonus amounts earned for 2017 performance were as follows:

The Company paidbelieves that performance-based equity awards that are directly tied to shareholder return should be a significant portion of the following well-completion bonuseslong-term incentive (“LTI”) program. However, the Company also recognizes the retentive value of time-based awards and believes that while a well-rounded LTI compensation program should be linked to shareholder return, it should also provide the NEOs with a certain amount of time-based vesting compensation so as to avoid incentivizing excessive risk taking. Accordingly, in 2017 the Company continued to utilize the structure developed for fiscal 2015:equity awards in 2016.

As discussed under “- Compensation Setting Process - Role* In the event that the Company’s TSR is negative, the amount of shares vesting will be limited to 100% of target. The peer group of companies used for determining the Compensation Consultant,” we expect to implement a newPSU payouts is generally based on the compensation program for fiscal 2016 that willpeer group, but includes Jagged Peak Energy Inc. and does not include the entry into any new agreements that provide for well-completion bonuses.

In addition to cash and equity compensation programs, executive officersNEOs participate in the health insurance programs generally available to theall Company’s other employees. All executive officersNEOs are eligible to participate in the Company’s 401(k) Planplan on the same basis as all other employees. The Company matches participant’sCompany’s contributions in cash,to the 401(k) plan consist of a discretionary matching contribution equal to 100% of compensation deferrals not to exceed 4%3% of the participant’s totaleligible compensation, plus 50% of compensation deferrals in excess of 3% of eligible compensation not to exceed more than 6% of eligible compensation. Other than this 401(k) Plan, weWe do not have a defined benefit pension plan, profit sharing, or other retirement plan.