UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

the Securities Exchange Act of 1934

(Amendment No. 1)

Filed by the Registrant  ☒                            Filed by a Partyparty other than the Registrant ☐

Check the appropriate box:

CONTANGO OIL & GAS COMPANY

(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):

CONTANGO OIL & GAS COMPANY

717 TEXAS AVENUE, SUITE 2900

HOUSTON, TEXAS 77002

(713)236-7400

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 14, 20198, 2020

Dear Contango Stockholder:

[●]

We are pleased to invite you to attend the 20192020 Annual Meeting of Stockholders of Contango Oil & Gas Company. The Annual Meeting will be held exclusively online via the Internet as a virtual web conference at http://viewproxy.com/Contango/2020/ on June 14, 2019,8, 2020, at 9:10:30 a.m., Central Daylight Time, atTime.

In light of the Chase Center Auditorium, located at 601 Travis St.novel coronavirus outbreak, and for the health and well-being of our stockholders, employees and directors, this year’s Annual Meeting will be conducted as a virtual meeting of stockholders, which will be held exclusively online via the Internet as a virtual web conference. You will be able to attend and participate in the Annual Meeting by visiting http://viewproxy.com/Contango/2020/, Houston, Texas 77002.where you will be able to listen to the meeting live, submit questions, and vote. There will not be a physical meeting location, and you will not be able to attend the Annual Meeting in person. Your vote is very important to us. Whether or not you plan to attend the Annual Meeting online, your shares should be represented and voted. Even if you plan to attend the Annual Meeting online, we recommend that you vote your shares prior to the Annual Meeting so that your vote will be counted if you later decide not to attend.

The enclosed Notice of Annual Meeting of Stockholders and the accompanying proxy statement describe the various matters to be acted upon during the Annual Meeting. In addition, there will be a reportbrief update on the state of our business at the Annual Meeting and an opportunity for you to ask questions of our management.

You may vote your shares before the Annual Meeting by submitting a proxy by Internet, by telephone, or by completing, signing, dating and returning the enclosed proxy card, or by votingand you may vote your shares in person atonline during the Annual Meeting. The enclosed proxy card describesmaterials describe your voting options in more detail. Our report to the stockholders, including our Annual Report on Form10-K for the year ended December 31, 2018, also accompanies the enclosed proxy statement.

The Annual Meeting gives us an opportunity to review our business results and discuss the steps we have taken to position our company for the future. We appreciate your ownership of Contango’s common stock, and I hope you will be able to join us at the Annual Meeting.

Sincerely,

Wilkie S. Colyer, Jr.

President and Chief Executive OfficerOfficer

CONTANGO OIL & GAS COMPANY

717 TEXAS AVENUE, SUITE 2900

HOUSTON, TEXAS 77002

(713)236-7400

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 14, 20198, 2020

The 20192020 Annual Meeting of Stockholders (the “Annual Meeting”) of Contango Oil & Gas Company, a DelawareTexas corporation (the “Company”), will be held exclusively online via the Internet as a virtual web conference at http://viewproxy.com/Contango/2020/ on June 14, 2019,8, 2020, at 9:10:30 a.m., Central Daylight Time, at the Chase Center Auditorium, located at 601 Travis St., Houston, Texas 77002 for the following purposes:

In light of the novel coronavirus (orCOVID-19) outbreak, and for the health and well-being of our stockholders, employees and directors, this year’s Annual Meeting will be conducted as a virtual meeting of stockholders, which will be held exclusively online via the Internet as a virtual web conference. You will be able to attend the Annual Meeting online, vote your shares online during the Annual Meeting and submit your questions online during the Annual Meeting by visiting http://viewproxy.com/Contango/2020/. There will not be a physical meeting location, and you will not be able to attend the Annual Meeting in person. We intend to return to anin-person annual meeting format in 2021. Depending on developments relating toCOVID-19, we may make alternative arrangements relating to the Annual Meeting, which could include changing the date and/or time of the meeting. We will announce any alternative arrangements for the Annual Meeting in a press release available at http://viewproxy.com/Contango/2020/ as promptly as practicable before the meeting.

Our Board has fixed the close of business on May 7, 2019April 17, 2020 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of and to vote atduring the Annual Meeting or any adjournment(s) or postponement(s) thereof. Only stockholders of record at the close of business on the Record Date are entitled to notice of and to vote atduring the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be available for examination at our officeswww.proxyvote.com during the Annual Meeting and for 10 calendar days prior to the Annual Meeting. Your vote is very important to us. Whether or not you plan to attend the Annual Meeting online, your shares should be represented and voted.

Instead of mailing a printed copy of our proxy materials to all of our stockholders, we provide access to these materials to our stockholders via the Internet, in accordance with rules adopted by the Securities and Exchange Commission. If you received only a Notice of Internet Availability of Proxy Materials (“Notice”) by mail ore-mail, you will not receive a paper copy of the proxy materials unless you request one. Instead, the Notice will provide you with instructions on how to access and view the proxy materials on the Internet. If you received a Notice by mail ore-mail and would like to receive a paper copy of our proxy materials, free of charge, please follow the instructions included in the Notice.

The list will also be availableNotice is being mailed or emailed to our stockholders on or about April 29, 2020. You may vote your shares before the Annual Meeting by submitting a proxy by Internet, by telephone, or by completing, signing, dating and returning the proxy card, and you may vote your shares online during the Annual Meeting for inspection by stockholders.at http://viewproxy.com/Contango/2020/. The proxy card describes your voting options in more detail. Further information about how to attend the Annual Meeting online, vote your shares online during the Annual Meeting and submit your questions online during the Annual Meeting is included in the proxy statement.

EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING ONLINE, PLEASE COMPLETE, SIGN AND MAIL THE ENCLOSED PROXY CARDVOTE YOUR SHARES AS PROMPTLY AS POSSIBLE IN THE ACCOMPANYING ENVELOPE OR USE THE TELEPHONE OR INTERNET VOTING.

By Order of the Board of Directors,

Sergio Castro

Vice President, Treasurer and Assistant Secretary

Houston, Texas

[●], 2020

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 14, 20198, 2020

The Notice of Annual Meeting of Stockholders, the Proxy Statement for the 20192020 Annual Meeting of

Stockholders and the Annual Report to Stockholders for the year ended December 31, 20182019 are available at

www.proxyvote.com

CONTANGO OIL & GAS COMPANY

PROXY STATEMENT

TABLE OF CONTENTS

APPENDIX A — Form of Agreement and Plan of Merger between Contango Oil & Gas Company and MCF Merger Sub Corp.

APPENDIX B — Form of Amended and Restated Certificate of Formation of Contango Oil & Gas Company

APPENDIX C — Form of Bylaws of Contango Oil & Gas Company

i

CONTANGO OIL & GAS COMPANY

717 TEXAS AVENUE, SUITE 2900

HOUSTON, TEXAS 77002

(713)236-7400

PROXY STATEMENT

FOR

THE 20192020 ANNUAL MEETING OF STOCKHOLDERS

Unless the context requires otherwise, references in this proxy statement to “Contango,” “Company,” “we,” “us” and “our” are to Contango Oil & Gas Company, a DelawareTexas corporation, and its consolidated subsidiaries. Unless the context otherwise requires, references to the “stockholders” are to the holders of shares of our common stock, par value $0.04 per share (“Common Stock”).

The accompanyingYour proxy is solicited by the Board of Directors of Contango (our “Board”) to be voted at our 20192020 Annual Meeting of Stockholders (the “Annual Meeting”) to be held virtually on June 14, 2019,8, 2020, and at the time and place andany adjournment(s) or postponement(s) thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders (the “Notice”)Stockholders. The Annual Meeting will be held exclusively online via the Internet as a virtual web conference at http://viewproxy.com/Contango/2020/. You will be able to attend and at any adjournment(s) or postponement(s) thereof.participate in the Annual Meeting by visiting http://viewproxy.com/Contango/2020/, where you will be able to listen to the meeting live, submit questions, and vote. There will not be a physical meeting location.

ThisThe proxy statement and accompanying formis available at www.proxyvote.com.A copy of proxy are being mailedthe Annual Report, excluding exhibits, will be furnished at no charge to each person to whom a Notice of Internet Availability of Proxy Materials is delivered upon the request of such person. Such requests should be directed to our Investor Relations department, at 717 Texas Avenue, Suite 2900, Houston, Texas 77002, or call at (713)236-7400.

In accordance with Securities and Exchange Commission (“SEC”) rules, instead of mailing a printed copy of our proxy materials to each stockholder of record, we are furnishing the proxy materials, including this proxy statement, our 2019 annual report and the proxy card for the Annual Meeting, to our stockholders of record as of April 17, 2020 (the “Record Date”) via the Internet. We will send the Notice of Internet Availability of Proxy Materials (“Notice”) to these stockholders on or about May 9, 2019. Our Annual Report on Form10-K (the “Annual Report”) coveringApril 29, 2020. The Notice contains instructions for accessing and reviewing our proxy materials, as well as instructions for voting your proxy via the year ended December 31, 2018 is enclosed but does not form any partInternet. If you prefer to receive printed copies of the proxy materials, for solicitationyou can request printed copies of proxies.the proxy materials by Internet, telephone ore-mail. If you choose to receive the print materials by mail, you can either (i) complete, date, sign and return the proxy card, (ii) vote via the Internet before and during the Annual Meeting in accordance with the instructions on the proxy card or (iii) vote via telephone (toll free) in the United States or Canada in accordance with the instructions on the proxy card. If you choose not to receive printed copies of the proxy materials, you can vote via the Internet before and during the Annual Meeting in accordance with the instructions contained in the Notice. Voting by Internet or telephone before the Annual Meeting must be completed by 11:59 P.M. Eastern Daylight Time on June 7, 2020.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

How can I attend the Annual Meeting?

This year’s Annual Meeting will be conducted as a virtual meeting of stockholders. We will host the Annual Meeting live online via webcast. You will be able to attend the Annual Meeting online, vote your shares and submit your questions online during the Annual Meeting by visiting http://viewproxy.com/Contango/2020/. There will not be a physical meeting location, and you will not be able to attend the Annual Meeting in person. The webcast will start at 10:30 a.m., Central Daylight Time, on June 8, 2020. You will need the control number included on your proxy card in order to be able to enter the Annual Meeting online. Instructions on how to attend and participate online, including how to demonstrate proof of stock ownership, are posted at http://viewproxy.com/Contango/2020/. Information contained on this website is not incorporated by reference into this proxy statement or any other report we file with the SEC. Onlinecheck-in will begin at 10:15 a.m., Central Daylight Time, on June 8, 2020, and you should allow ample time for the onlinecheck-in proceedings.

Why is the Annual Meeting a virtual, online meeting?

To support the health and well-being of our stockholders, employees and directors in light of the recent novel coronavirus, orCOVID-19, outbreak, our Annual Meeting will be a virtual meeting of stockholders where stockholders can participate by accessing a website using the Internet. There will not be a physical meeting location. In light of the public health and safety concerns related toCOVID-19, we believe that hosting a virtual meeting will facilitate stockholder attendance and participation at our Annual Meeting by enabling stockholders to participate remotely from any location around the world. Depending on developments relating toCOVID-19, we may make alternative arrangements relating to the Annual Meeting, which could include changing the date and/or time of the meeting. We will announce any alternative arrangements for the Annual Meeting in a press release available at https://ir.contango.com/press-releases as promptly as practicable before the meeting.

What if during thecheck-in time or during the Annual Meeting I have technical difficulties or trouble accessing the website?

We encourage you to access the Annual Meeting at least 15 minutes prior to the start time to allow ample time to log in to the meeting and test your computer audio system. If you encounter any difficulties accessing the virtual meeting, please call technical support at 866.612.8937 on the meeting date.

How do I submit a question at the Annual Meeting?

If you wish to submit a question beginning at 10:15 a.m., Central Daylight Time on June 8, 2020, you may log into the virtual meeting platform at http://viewproxy.com/Contango/2020/.

What is the purpose of the Annual Meeting?

AtDuring the Annual Meeting, our stockholders will act upon the matters outlined in the Notice of Annual Meeting of Stockholders and proxy statement, including (1) the election of the sixfive directors named herein to our Board, each for a term ending on the date of the 20202021 Annual Meeting of Stockholders (this proposal is referred to as the “Election of Directors”), (2) the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 20192020 (this proposal is referred to as the “Ratification of Grant Thornton”), (3) holding an advisory vote onto approve named executive officer compensation (this proposal is referred to as the “Compensation Advisory Vote”), (4) the approval of an amendment of the Company’s Amended and Restated Certificate of Incorporation,Formation, as amended (the “Certificate of Incorporation”Formation”), to increase the number of authorized shares of Common Stock (this proposal is referred to as the “Amendment to the Certificate of Incorporation”Formation”), (5) the approval of the reincorporationconversion of the Company fromCompany’s Series C Contingent Convertible Preferred Stock into shares of the StateCompany’s Common Stock, (6) approval of Delawarean

amendment and restatement of the Company’s Amended and Restated 2009 Incentive Compensation Plan to, among other things, increase the Statenumber of Texasshares authorized for issuance thereunder (this proposal is referred to as the “Reincorporation Proposal”“Approval of the amendment and restatement of the Amended and Restated 2009 Incentive Compensation Plan”), and (6)(7) the transaction of such other business as may arise that can properly be conducted at the Annual Meeting or any adjournment or postponement thereof. Also, management will report on our performance during the last fiscal year and respond to questions from our stockholders.

What is a proxy?

A proxy is another person that you legally designate to vote your stock. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card.

What is a proxy statement?

It is a document that regulations of the Securities and Exchange Commission (the “SEC”)SEC require that we give to you when we ask you to sign a proxy card to vote your stock at the Annual Meeting.

What is a quorum?

A quorum is the presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the shares of our Common Stock outstanding and entitled to vote as of the Record Date. Shares present virtually during the Annual Meeting which are registered as attending the meeting in accordance with the instructions provided will be considered shares of Common Stock represented in person at the meeting. There must be a quorum for the Annual Meeting to be held. If a quorum is not present, the Annual Meeting may be adjourned from time to time until a quorum is reached. Proxies received but marked as abstentions or brokernon-votes will be included in the calculation of votes considered to be present at the Annual Meeting.

Who is entitled to vote online at the Annual Meeting?

Subject to the limitations set forth below,herein, stockholders at the close of business on the Record Date may vote at the Annual Meeting.

What are the voting rights of the stockholders?

Each holder of Common Stock is entitled to one vote per common share on all matters to be acted upon at the Annual Meeting. Neither our Certificate of Incorporation,Formation, as amended, nor our bylaws allow for cumulative voting rights.

What is the difference between a stockholder of record and a “street name” holder?

Most stockholders hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned in street name.

Street Name Stockholders: Street name stockholders may generally vote their shares or submit a proxy to have their shares voted by one of the following methods:

How can I attend the Annual Meeting in person?

You are entitled to attend the Annual Meeting only if you are a stockholder as of the close of business on the Record Date, or hold a valid proxy for the meeting. In order to be admitted to the Annual Meeting, you must present proof of ownership of Contango Common Stock on the Record Date. Stockholders and proxy holders must also present a form of photo identification such as a driver’s license. We will be unable to admit anyone who does not

There are alsonon-discretionary matters for which brokers and other nominees do not have discretionary authority to vote unless they receive timely instructions from you. When a broker or other nominee does not have discretion to vote on a particular matter, you have not given timely instructions on how the broker or other nominee should vote your shares and the broker or other nominee indicates it does not have authority to vote such shares on its proxy, a “brokernon-vote” results. Although any brokernon-vote would be counted as present at the Annual Meeting for purposes of determining a quorum, it would be treated as not entitled to vote with respect tonon-discretionary matters.

Abstentions occur when stockholders are present at the Annual Meeting but fail to vote or voluntarily withhold their vote for any of the matters upon which the stockholders are voting, or when stockholders mark their proxy to abstain from a vote on a particular proposal.

If your shares are held in street name and you do not give voting instructions, the record holder will not be permitted to vote your shares with respect to Proposal 1 (Election of Directors), Proposal 3 (The Compensation Advisory Vote) or, Proposal 5 (The ReincorporationSeries C Proposal) or Proposal 6 (Approval of the amendment and restatement of the Amended and Restated 2009 Incentive Compensation Plan). If your shares are held in street name and you do not give voting instructions, the record holder will nevertheless be entitled to vote your shares with respect to Proposal 2 (Ratification of Grant Thornton) and Proposal 4 (Amendment to the Certificate of IncorporationFormation) in the discretion of the record holder.

Our Board has appointed Wilkie S. Colyer, Jr. and E. Joseph Grady as the management proxy holders for the Annual Meeting. If you are a stockholder of record, your shares will be voted by the management proxy holders in accordance with the instructions on the proxy card you submit by mail, or the instructions provided for any proxy submitted by telephone or Internet, as applicable. For stockholders who have their shares voted by duly submitting a proxy by mail, telephone or Internet, the management proxy holders will vote all shares represented by such valid proxies as our Board recommends, unless a stockholder appropriately specifies otherwise.

Our Board recommends a vote:

What happens if additional proposals are presented at the Annual Meeting?

Other than the matters specified in the Notice of Annual Meeting of Stockholders, we do not expect any matters to be presented for a vote at the Annual Meeting. If you grant a proxy, the management proxy holders will have the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting. Under our bylaws, the deadline for notifying us of any additional proposals to be presented at the Annual Meeting has passed and, accordingly, stockholders may not present additional proposals at the Annual Meeting.

CORPORATE GOVERNANCE AND OUR BOARD

General

The Company’s Certificate of IncorporationFormation and bylaws provide for the annual election of directors. At each annual meeting of stockholders, our directors will be elected for aone-year term and serve until their respective successors have been elected and qualified.

Our Board held nine13 meetings during 2018.2019. During 2018,2019, our directors attended 100% of the total number of meetings of our Board and committees on which that director served.Non-employee directors of the Board meet in executive session from time to time at the Board’s regularly scheduled meetings, without any management directors and any other members of the Company’s management who may otherwise be present. These executive sessions are led by the Chairman.

We encourage, but do not require, our directors to attend annual meetings of stockholders. At our 20182019 Annual Meeting of Stockholders, all of the serving members of our Board attended.

Board Independence

As required under the listing standards of the NYSE American, a majority of the members of our Board must qualify as independent, as affirmatively determined by our Board. Our Nominating Committee evaluated all relevant transactions and relationships between each director nominated for election at the Annual Meeting, or any of his or her family members, and our company,Company, senior management and independent registered accounting firm. Based on this evaluation and the recommendation of our Nominating Committee, our Board has determined that B.A. Berilgen, B. James Ford, John C. Goff, Lon McCain and Joseph J. Romano are each an independent director, as that term is defined in the listing standards of the NYSE American. Mr. Goff is considered an independent director, per the Brite Line Standard for Independence, and therefore qualifies for consideration for the Nominating Committee, but he does not meet the incremental standards of independence for consideration for membership on the Compensation or Audit Committees due to his beneficial ownership of approximately 27% of Company shares, through various partnerships he controls, combined with his business relationship with Mr. Colyer, who holds a minority interest in several partnerships that Mr. Goff controls. Mr. Reimer was also an independent director during his service on the Board.

Board Committees

Our Board has the authority to appoint committees to perform certain management and administrative functions. Our Board has established a Compensation Committee, Audit Committee, Nominating Committee and InvestmentNominating Committee. Our Board in its business judgment, has determined that the Compensation Committee, Audit Committee and NominationNominating Committee are comprised entirely of independent directors as currently required under the listing standards of the NYSE American and applicable rules and requirements of the SEC. The Board may also delegate certain duties and responsibilities to the committees it establishes; for example, the Board may delegate the duty of determining appropriate salaries for our executive officers from time to time.

Audit Committee

The Audit Committee was established to oversee and appraise the audit efforts of our independent registered public accounting firm, and monitor our accounts, procedures and internal controls. During 2018,2019, the Audit Committee consisted of Messrs. McCain (Committee Chairman), Berilgen and Ford. Following the Annual Meeting, it is expected that the Audit Committee will consist of Messrs. McCain (Committee Chairman), Berilgen and Ford.Romano. Each member of our Audit Committee is considered “independent” as described above,defined in the applicable rules of the NYSE American and the SEC, as “financially literate” and can read and understand financial statements, as required by Section 803B(2) of the NYSE American company guide. The Audit Committee met four times during 2018.2019. Upon review by and recommendation of our Nominating Committee, our

Board has determined that Mr. McCain was an “audit committee financial expert” as defined under applicable rules and regulations of the SEC. Our Audit Committee has adopted a charter, which is posted on our websitewww.contango.comunder “Corporate—Charters for Board Committees.”

Compensation Committee

The responsibilities of the Compensation Committee, which are discussed in detail in the “Compensation Committee Charter” that is posted on our website atwww.contango.comunder “Corporate—“Corporate—Charters for Board Committees,” include among other things, the responsibility to:

us but with which we compete for talent. The surveys were used to compare our executive compensation program against companies (the “Peer Group”) that have comparable market capitalization, revenues, capital expenditure budgets, geographic focus and number of employees. The Compensation Committee regularly reviews and refines the Peer Group as appropriate. When we refer to “peers,” “Peer Group” or “peer companies” or similar phrases, we are referring to this list of companies, as it may be updated by the Compensation Committee from time to time. Our 20182019 peer group consisted of the following companies:

For a description of the procedures that stockholders must follow in order to timely nominate director candidates, please see “Stockholder Proposals and Director Nominations for the 20202021 Annual Meeting.”

Investment Committee

The Investment Committee was created by the Board on October 1, 2013 in connection with the closing of the Company’s merger (the “Merger”) with Crimson Exploration Inc. (“Crimson”). The purpose of the Investment Committee, which is discussed in detail in the “Investment Committee Charter” that is posted on our website atwww.contango.com under “Corporate—Charters for Board Committees,” is to allocate, subject to Board approval, the amount and nature of all capital expenditures of the Company and its subsidiaries, and review and discuss the plan for such capital expenditures with Company management. The members of the Investment Committee are Messrs. Romano (Chairman) and Colyer. The Investment Committee did not hold any formal meetings during 2018 although the members of the Investment Committee met frequently on an informal basis and the full Board was active in the evaluation and approval of potential capital expenditures by the Company.

Code of Ethics

We have adopted a “code of ethics” as defined by the applicable rules of the SEC, and it is posted on our website:www.contango.comunder “Corporate – Corporate—Code of Business Conduct.” This code applies to the Company’s employees, officers and directors. If the Board grants any waivers from our code of ethics to any of our directors or executive officers, or if we amend our code of ethics, we will, if required, disclose these matters through our website within four business days of such waiver or amendment.

Communications with our Board

Stockholders and other interested parties desiring to communicate with our Board, or any director in particular, may do so by mail addressed as follows: Attn: Board of Directors, Contango Oil & Gas Company, 717 Texas Avenue, Suite 2900, Houston, Texas 77002. Our Chief Executive Officer or Chief Financial Officer or Corporate Secretary reviewreviews each such communication received from stockholders and other interested parties and will forward the communication, as expeditiously as reasonably practicable, to the Board (or individual director) for consideration should the communication fall within the scope of matters generally considered by our Board.

including the Gulf of Mexico and U.SU.S. onshore shale. He has held various positions including Production Manager, HSE Manager and Offshore Installation Manager. Prior to joining Contango, Mr. Autin was employed by BHP Billiton sincefrom October 2000, where most recently he was Gulf of Mexico Operations Manager, Field Manager and Operations Advisor. Mr. Autin attended Nicholls State University where he studied petroleum, safety and business. He received a Bachelor of Science degree in 1986.

Our executive officers are elected annually by our Board and serveone-year terms or until their death, resignation or removal by our Board. There are no family relationships between any of our directors and executive officers. In addition, there are no arrangements or understandings between any of our executive officers and any other person pursuant to which any person was selected as an executive officer.

The Compensation Committee also has the authority to retain a compensation consultant from time to time, as further described above under the heading “Corporate Governance and Our Board – Board—Compensation Committee,” to review our compensation policies and programs to determine our competitiveness within the oil and gas industry and advise the Compensation Committee as to whether modifications should be adopted in order to attract, motivate and retain key employees.

does not have the authority to increase the bonus over the calculated amount under the performance-based cash incentive plan for such individual performance goals, however, the Compensation Committee or Board has the authority to award additional discretionary amounts in recognition of specific contributions unrelated to the targets set for the performance-based cash incentive awards.

The Compensation Committee annually approves the performance metrics and quantitative goals that make up the cash incentive bonus awards, typically within the first three months of the applicable calendar year. The performance metrics and quantitative goals are reviewed annually by the Compensation Committee with input from our executive officers, advice from retained experts, when deemed appropriate, and adjusted, as needed, in order to reflect our current structure and operations. Each year a threshold, target and maximum goal are set for each individual metric. For 2018,2019, the performance goal categories for our named executive officers consisted of the following metrics and relative weightings:

This resulted in our named executive officers receivingearning incentive awards at approximately 29.2%50.0% of target for the 20182019 year. The performance-based cash incentive awards to each named executive officer for the 20182019 year are reflected withinwere calculated at approximately $300,000 for Mr. Colyer, $200,000 for Mr. Grady, and $64,000 for Mr. Autin. Due to the precipitous decline in oil and natural gas prices, the dramatic decline in global demand for oil and natural gas due to theNon-EquityCovid-19 Incentive Plan Compensation columnpandemic, and the related impact on the Company’s cash flow, the Board determined it appropriate to preserve cash by suspending the payment of cash bonuses to its executive officers and recognize that concession in determining overall grants of performance stock units for the 2020 year, to further align them with the interests of the Summary Compensation Table.Company’s stockholders. In accordance with applicable SEC rules, such equity awards will be reflected in the 2021 summary compensation table as 2020 compensation.

Long Term Equity Incentive Compensation

We have adopted a long-term equity award program under the 2009 Plan (the “LTIP”) pursuant to which each of our employees, including our named executive officers, is eligible to participate. The equity awards granted under the LTIP are intended to act as a long-term retention tool and align employee and stockholder interests by increasing compensation as stockholder value increases.

The Board determined that the annual equity awards granted pursuant to the LTIP to each of our named executive officers should be granted in time-based restricted stock awards that vest in three equal annual installments, subject to continued employment through each such date and/or in performance-based restricted stock unit awards. The performance period for the 20182019 performance awards will beis three years, and performance will be based on our total shareholder return (“TSR”) measured against the TSR performance of the 20182019 peer group listed above.

At the end of the three-year period, the TSR for us and each peer company is ranked highest to lowest, with a relative percentile rank assigned to each company and a payout percentage (as applied to target) as determined below:

Following a determination of the performance level achieved according to our peers, the performance-based restricted stock unit awards will be subject to a furtherTSR-based multiplier that is dependent solely upon our absolute TSR performance for the applicable performance period as follows:

Time-based restricted stock and performance-based restricted stock unit awards granted to the applicable named executive officers were still outstanding at the end of the 20182019 year, therefore they are reflected in the Outstanding Equity Awards at 20182019 Year End table below.

Performance-based restricted stock unit awards granted in 2017 for the performance period ended December 31, 2019 vested at approximately 78% of target and were settled in early 2020, including to Mr. Grady.

Other Benefits

Our named executive officers are eligible to participate in all of our employee benefit plans, such as medical, dental, vision, group life, short and long-term disability, and our 401(k) plan, in each case, on the same basis as other employees, subject to applicable laws. We also provide vacation and other paid holidays to all employees, including our named executive officers. We pay membership dues for private clubs for twoone of our named executive officers as these memberships are intended to be used in part for business entertainment purposes.

The employment agreements that we maintain with certain named executive officers are described below under the heading “Severance and Change in Control.”

DIRECTOR COMPENSATION

Director Compensation for 20182019 (1)

Retainer/Fees and Equity Compensation

Pursuant to ournon-employee director compensation plan (the “Plan”), eachnon-employee directors is entitled annually to a $50,000 cash retainer and up to $110,000 in restricted stock, subject to aone-year vesting, adjusted for partial periods of service. The number of shares awarded was determined based on the closing price of our Common Stock on MayJune 14, 2018,2019, which was the date of our 20182019 Annual Meeting when such directors werere-elected to the Board. The Plan requires that directors maintain ownership of at least fifty percent of the stock granted to them within the last three calendar years. Additional annual cash retainer fees are paid to the chairman of the Audit Committee ($15,000), the chairman of the Compensation Committee ($10,000) and the chairman of the Nominating Committee ($9,500).

Meeting attendance fees of $1,000 are paid for each board and committee meeting attended in person or telephonically. The Plan also provides for reimbursement of expenses for all directors in the performance of their duties, including reasonable travel expenses incurred attending meetings.

CEO PAY RATIO DISCLOSURES

Introduction

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of RegulationS-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation the individual acting as our CEO at the end of the 2018 year, our CEO Mr. Colyer. The amounts and ratios described below have been prepared pursuant to applicable rules. Although some amounts may represent actual dollars paid to our CEO or that would be paid to our hypothetical median employee, other amounts are estimates based on certain assumptions or they may represent dollar amounts recognized for financial statement reporting purposes in accordance with accounting rules, but do not represent actual dollars received. The explanations herein contain important estimates, assumptions and other information regarding our CEO pay ratio disclosures.

2018 CEO Pay Ratio

For 2018, our last completed fiscal year:

Methodology Used To Identify Median Employee

To identify the median of the annual total compensation of all our employees, we took the following steps:

Below is a summary of payments received from (paid to) Olympic in the ordinary course of business in our capacity of operator of the wells and platforms for 2018.2019. The Company made and received similar types of payments with other well owners (in thousands):

As of December 31, 2018,2019, the Company’s consolidated balance sheets reflected the following balances related to Olympic (in thousands):

Private Placement Transactions

On September 12, 2019, the Company entered into a purchase agreement with entities affiliated with Mr. Goff to issue and sell in a private placement exempt from registration pursuant to Section 4(a)(2) of the Securities Act 789,474 shares of Series A Contingent Convertible Preferred Stock, par value $0.04 per share (the “Series A Preferred Stock”), at a price of $9.50 per preferred share, resulting in gross proceeds of $7.5 million.

On October 30, 2019, the Company entered into a purchase agreement with the purchasers named therein, including entities affiliated with Mr. Goff, to issue and sell in a private placement exempt from registration pursuant to Section 4(a)(2) of the Securities Act 1,102,838 shares of Series B Contingent Convertible Preferred Stock, par value $0.04 per share (the “Series B Preferred Stock”), at a price of $20.00 per preferred share, resulting in gross proceeds of approximately $22 million, including $7 million gross proceeds from entities affiliated with Mr. Goff.

In the fourth quarter of 2019, the Company obtained approval from the holders of a majority of the voting power of the Company’s capital stock to increase the number of common shares authorized for issuance from 100 million to 200 million common shares, at which time the Series A Preferred Stock automatically converted into 7,894,740 shares of common stock, and the Series B Preferred Stock automatically converted into 11,028,380 shares of common stock, and the outstanding preferred shares were cancelled.

In December 19, 2019, the Company entered into a purchase agreement with Mr. Colyer, Mr. Dakan and entities affiliated with Mr. Goff to issue and sell in a private placement exempt from registration pursuant to Section 4(a)(2) of the Securities Act 2,340,000 shares of Series C Contingent Convertible Preferred Stock, par value $0.04 per share (the “Series C Preferred Stock”), at a price of $2.50 per preferred share. Each of the shares of Series C Preferred Stock are a new class of equity security that ranks equal to the common shares with respect to dividend rights and rights upon liquidation. The Series C Preferred Stock has no voting rights. Upon approval by the holders of a majority of the voting power of the Company’s capital stock, each share of Series C Preferred Stock will convert into one common share and, upon conversion, the outstanding Series C Preferred Stock will be cancelled.

White Star

On October 31, 2019, in connection with the closing of the acquisition of certain producing assets and undeveloped acreage, primarily in Oklahoma, from White Star Petroleum, LLC and certain of its affiliates, the

Company entered into a Promissory Note with an affiliate of John C. Goff, for the principal amount of $5 million, together with interest accruing on the unpaid principal balance at the rate of seven percent (7.0%) per annum, which was payable on demand or at the option of the Company. The Company repaid the note plus accrued interest in full on December 30, 2019.

Will Energy

In September 2019, the Company entered into a purchase agreement with Will Energy Corporation (“Will Energy”) to purchase certain producing assets and undeveloped acreage, primarily in Oklahoma, for an aggregate consideration of $23 million. Following adjustments for sales ofnon-core,non-operated Louisiana properties by Will Energy, the results of operations for the period between the effective and closing dates, and other estimated customary closing adjustments, the consideration paid at closing in October 2019 consisted of $14.75 million in cash and 3,500,000 shares of common stock. Will Energy is 100% owned by Farley Dakan, who joined the Company as its Senior Vice President of Corporate Development following the closing of the Will Energy acquisition.

PROPOSAL 1: ELECTION OF DIRECTORS

General

Our Board currently consists of sevensix directors. Directors are elected annually and hold office until the next annual meeting or until their successors are duly elected and qualified. Mr. Ford has not been nominated for re-election to the Board at the Annual Meeting but will continue to serve for the remainder of his term until the Annual Meeting. Effective upon the election of directors at the Annual Meeting, the number of directors constituting the Board will be reduced from six to five. We sincerely thank Mr. Ford for his years of distinguished service on the Board and his dedication to the Company.

Our Board has nominated each of Messrs. Goff, Romano, Colyer, Berilgen Ford and McCain for election as directors to serve until the 20202021 Annual Meeting of Stockholders and until their successors have been elected and qualified, or until their earlier resignation or removal. We did not pay any third-party fees to assist in the process of identifying or evaluating candidates nor did we receive any stockholder nominations for director. Each nominee is currently a director. Each of Messrs. Goff, Romano, Colyer, Berilgen Ford, and McCain was previously elected to our Board by our stockholders in 20182019 and is a director nominee forre-election at the Annual Meeting. Each of Messrs. Goff and Colyer was appointed to the Board in 2018 pursuant to a Cooperation Agreement dated August 14, 2018, by and among us, Messrs. Goff and Colyer and certain other persons and entities named therein and is a director nominees for election at the Annual Meeting. Each nominee has consented to being named as a nominee in this proxy statement and has indicated a willingness to serve if elected.

Stockholders may not cumulate their votes in the election of our directors. We have no reason to believe that the nominees will be unable or unwilling to serve if elected. However, if a nominee should become unable or unwilling to serve for any reason, proxies may be voted for another person nominated as a substitute by our Board, or our Board may reduce its size.

Information About Director Nominees

The following table sets forth the names and ages, as of April 8, 2019,15, 2020, of our current directors. Each of Messrs. Romano, Colyer, Berilgen, Ford, McCain and Goff is a director nominee for election at the Annual Meeting.

Joseph J. RomanoJohn C. GoffMr. Romano became a Director in November 2012, after the Company’s founder, Mr. Kenneth R. Peak, received a medical leave of absence. Upon Mr. Peak’s passing in April 2013, Mr. RomanoGoff was elected to the Board on August 14, 2018, bringing to our Board investment and financial acumen, including expertise in analyzing opportunities, risks and strategy in investments in various industries, including energy investments, and providing guidance regarding corporate governance matters. Mr. Goff was elected asNon-Executive Chairman of the Board.Board on October 18, 2019. Mr. Romano Goff joined the late financier and well-known investor, Richard Rainwater, in 1987, investing in public securities, private equity and distressed debt in a variety of industries, including oil and gas, health care, insurance and banking. Mr. Goffco-founded Crescent Real Estate, a real estate investment firm, with Mr. Rainwater in 1987, designing the strategy and orchestrating the acquisitions leading to its initial public offering (NYSE) in May 1994. Under Mr. Goff’s leadership as Vice Chairman and CEO, Crescent grew from approximately $500 million at its IPO to $6.5 billion upon its sale to Morgan Stanley in August 2007. In November 2009, Mr. Goff reacquired Crescent in partnership with Barclays Capital and assumed his current title of Chairman and in November 2017, he purchased Barclays’ interest to become the principal owner of Crescent Real Estate and its subsidiaries. Mr. Goff

also served asowns Canyon Ranch, the Company’s Presidentworld’s recognized leader in healthy living and Chief Executive Officerluxury spa vacations. Mr. Goff is a graduate of The University of Texas at Austin and is a member of the McCombs Business School Hall of Fame. He was named an EY Entrepreneur of the Year for the Southwest Region and was inducted to the North Texas Real Estate, the Dallas Business, and the Fort Worth Business Halls of Fame. Mr. Goff is considered an independent director, per the Brite Line Standard for Independence, and therefore qualifies for consideration for the Nominating Committee, but he does not meet the incremental standards of independence for consideration for membership on the Compensation or Audit Committees due to his beneficial ownership of approximately 27% of Company shares, through various partnerships he controls, combined with his business relationship with Mr. Colyer, who holds a minority interest in several partnerships that Mr. Goff controls. In such scenarios, it is assumed under SEC (and NYSE) guidelines that such relationship would interfere with the exercise of his judgment independent from November 2012 until October 1, 2013. Mr. Romano has worked in the energy industry since 1977,management and assisted Mr. Peak in founding the Company in 1999. Mr. Romano served as Senior Vice President and Chief Financial Officer of Zilkha Energy Company until its sale in 1998 and served as President and Chief Executive Officer of Zilkha Renewable Company until its sale in 2005. He currently also serves in various capacities in Zilkha-affiliated companies. He has been President and Chief Executive Officer of Olympic Energy Partners since 2005 (which owns working interests in Contango’s Dutch and Mary Rose fields), President and Chief Executive Officer of ZZ Biotech since 2006, and Vice President and Director of Laetitia Vineyards and Winery since 2000. Mr. Romano also served as Chief Financial Officer, Treasurer and Controller of Texas International Company from 1986 through 1988 and its Treasurer and Controller from 1982 through 1985. Prior to 1982, Mr. Romano spent five years working in the Worldwide Energy Group of the First National Bank of Chicago. He earnedimpartially fulfilling his BA in Economics from the University of Wisconsin in Eau Claire and an MBA from the University of Northern Illinois. Mr. Romano brings to the Board his extensive historical knowledge about the Company, as well as his broad oil and gas management experience and corporate governance expertise.duties on those committees.

Wilkie S. Colyer, Jr.Mr. Colyer currently serves as the Company’s President, Chief Executive Officer, and as a director.Mr. Colyer was employed by Goff Capital, the family office of John C. Goff, from 2007 until August 2018. Most, most recently he servedconcurrently serving as Principal for Goff Capital, Inc. and as Senior Vice President, Investments of Goff Focused Strategies LLC, an exempt reporting advisor with the SEC and the State of Texas.

He received a Bachelor of Science degree in Business Administration and a Masters of Business Administration/Finance from the University of Denver. Mr. McCain provides our Board with extensive investment and financial experience in the oil and gas industry as well as accounting and audit experience. He also provides leadership skills, corporate governance expertise and knowledge of the Company’s business environment, which he has gained through his long career in the oil and gas industry.

Principal Accountant Fees and Services

The following is a summary of the fees associated with audit and other professional services provided to us by Grant Thornton LLP for the fiscal years ended December 31, 20182019 and December 31, 2017.2018.

The Audit Committeepre-approved all of Grant Thornton’sThornton LLP’s fees for the 20182019 and 20172018 fiscal years through a formal engagement letter. The policy of the Audit Committee and our Board, as applicable, is topre-approve all services by our independent registered public accounting firm. The Audit Committee has adopted apre-approval policy that provides guidelines for the audit, audit-related, tax and othernon-audit services that may be provided by our independent registered public accounting firm. The policy (a) identifies the guiding principles that must be considered by the Audit Committee in approving services to ensure that the independent registered public accounting firm’s independence is not impaired; (b) describes the audit, audit-related, tax and other services that may be provided and thenon-audit services that are prohibited; and (c) sets forth thepre-approval requirements for all permitted services. Under the policy, all services to be provided by our independent registered public accounting firm must bepre-approved by the Audit Committee.

OUR BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE

APPOINTMENT OF GRANT THORNTON LLP AS OUR INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2019.2020.

We believe that our compensation program, with its balance of base salary, short-term incentives (annual cash incentive awards), long-term incentives (including stock option and restricted stock and performance based restricted stock unit awards), rewards sustained performance that is aligned with long-term shareholder interests. Shareholders are encouraged to read the Executive Compensation section, including the applicable compensation tables and the related narrative disclosures contained in this Proxy Statement.

This vote isnon-binding. The Board of Directors and the Compensation Committee, which is comprised solely of independent directors, expect to take into account the outcome of the vote when considering future executive compensation decisions to the extent they can determine the cause or causes of any significant negative voting results. We currently hold advisory votes to approve out named executive officer compensation on an annual basis and expect our next vote to be held at our 2021 Annual Meeting.

OUR BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE

COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED PURSUANT TO ITEM 402

OF REGULATIONS-K, INCLUDING APPLICABLE COMPENSATION TABLES, AND THE RELATED

NARRATIVE DISCLOSURE ABOVE.

The Board believes it is in the best interest of the Company to increase the number of authorized shares of Common Stock in order to give the Company greater flexibility in considering and planning for future corporate needs, including, but not limited to, financings, potential strategic transactions, including mergers, acquisitions and business combinations, grants under equity compensation plans, stock dividends, and stock splits, as well as other general corporate purposes. The Board believes that additional authorized shares of Common Stock will enable the Company to take timely advantage of market conditions and favorable financing and acquisition opportunities that become available to the Company without the delay and expense associated with convening a special meeting of the Company’s shareholders.

TheExcept in connection with the issuance of shares of Common Stock to convert the outstanding Series C Preferred Stock into shares of Common Stock in accordance with the terms of such Series C Preferred Stock, the Company has no current plan, commitment, arrangement, understanding or agreement regarding the issuance of the additional shares of Common Stock that will result from the Company’s adoption of the proposed amendment. Except as otherwise required by law or by a regulation of the NYSE American, the newly authorized shares of Common Stock will be available for issuance at the discretion of the Board (without further action by the shareholders) for various future corporate needs, including those outlined above. While adoption of the proposed amendment would not have any immediate dilutive effect on the proportionate voting power or other rights of the Company’s existing shareholders, any future issuance of additional authorized shares of the Company’s Common Stock may, among other things, dilute the earnings per share of the Common Stock and the equity and voting rights of those holding Common Stock at the time the additional shares are issued.

In addition to the corporate purposes mentioned above, an increase in the number of authorized shares of the Company’s Common Stock may make it more difficult to, or discourage an attempt to, obtain control of the Company by means of a takeover bid that the Board determines is not in the best interest of the Company and its shareholders. However, the Board does not intend or view the proposed increase in the number of authorized shares of the Company’s Common Stock as an anti-takeover measure and is not aware of any attempt or plan to obtain control of the Company.

Any newly authorized shares of the Company’s Common Stock will be identical to the shares of Common Stock now authorized and outstanding. The proposed amendment will not affect the rights of current holders of the Company’s Common Stock, none of whom have preemptive or similar rights to acquire the newly authorized shares.

Except in their capacity as shareholders (which interest does not differ from that of the other shareholders), none of the directors or officers of the Company, nor any associate of such person, has any substantial interest by security holding or otherwise in the Amendment.

OUR BOARD RECOMMENDS A VOTE “FOR” THE AMENDMENT TO CERTIFICATE OF INCORPORATIONFORMATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK.

exercisable options, 1,480,389 shares of Common Stock either underlying awards outstanding or still available for grant under our Second Amended and Restated 2009 Incentive Compensation Plan, and 5,000,000 authorized shares of preferred stock, with no shares of Series A Preferred Stock, no shares of Series B Preferred Stock, and 2,700,000 shares of Series C Preferred Stock outstanding.

On December 19, 2019, the Company entered into a Purchase Agreement (the “Purchase Agreement”) with the purchasers set forth in Schedule A thereto (the “December Purchasers”) to issue and sell in a private placement exempt from registration pursuant to Section 4(a)(2) of the Securities Act (the “Private Placement”) 2,340,000 shares of Series C Preferred Stock, at a price of $2.50 per share (the “Original Issue Price”), which resulted in net proceeds of approximately $5.6 million. A portion of the net proceeds from the State of Delaware to the State of Texas (the “Reincorporation” or the “Reincorporation Proposal”). This approval and recommendation has been provided by the entire Board and by the directors unaffiliated with John Goff. The Company would affect the Reincorporation by merging with and into a newly formed wholly owned subsidiary of the Company incorporatedPrivate Placement was used for general corporate purposes, including capital expenditures under the laws of the State of Texas (“Texas Merger Sub” and the surviving entity in the Reincorporation, “Contango Texas”) pursuant to an agreement and plan of merger, the proposed form of which is attached hereto asAppendix A (the “Agreement and Plan of Merger”). The name of Contango Texas following the completion of the Reincorporation will be “ContangoCompany’s concurrently announced Joint Development Agreement with Juneau Oil & Gas, Company”LLC . AtIn connection with the effective timePrivate Placement, the Company issued a total of 360,000 shares of Series C Preferred Stock to Cowen and Company, LLC and Intrepid Partners, LLC (the “Placement Agents” and, together with the December Purchasers, the “Purchasers” and such issuance the “Placement Agent Issuance” and, together with the Private Placement, the “Series C Private Placement”).

The Series C Private Placement did not require approval of the merger (the “Effective Time”),holders of the Common Stock. In accordance with the Certificate of Formation, the Board is expressly granted authority to issue shares of preferred stock, in one or more series, and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as shall be stated and expressed in the form attached hereto asAppendix B (the “Texas Certificate of Formation”), and the Bylaws in the form attached heretoAppendix C (the “Texas Bylaws”), will govern Contango Texas. All descriptions of the Texas Certificate of Formation and Texas Bylaws are qualified by and subject to the more complete information set forth in those documents.

Upon the Effective Time:

The Reincorporation will become effective upon filing of certificates of merger with the Secretary of State of each of Delaware and Texas, which filings are expected to be made as soon as practicable after shareholder adoption of the Agreement and Plan of Merger. Pursuant to the terms of the Agreement and Plan of Merger, the Reincorporation may be abandonedresolution or resolutions adopted by the Board at any time beforeproviding for the Effective Time (whether before or after approvalissue of such series and as may be permitted by the Company’s shareholders). In addition,Texas Business Organizations Code. The consummation of the Series C Private Placement occurred on December 23, 2019.

Description of Series C Preferred Stock

The Series C Preferred Stock ranks equal to the Common Stock, Series A Preferred Stock and the Series B Preferred Stock with respect to dividend rights and rights upon liquidation. The Series C Preferred Stock has no voting rights. Upon shareholder approval, each share of Series C Preferred Stock will automatically convert into one common share and the outstanding shares of Series C Preferred Stock will be cancelled.

No dividends accrue or are payable on the Series C Preferred Stock until the first anniversary of the closing of the Series C Private Placement. Holders of shares of the Series C Preferred Stock are entitled to receive, when and as declared by the Board and declared by the Company, cash dividends of 10% of the Original Issue Price per annum on each outstanding share of Series C Preferred Stock. Such dividends will accrue from the first anniversary of the closing of the Series C Private Placement and Texas Merger Sub may amendwill cease to accrue on the Agreementdate immediately preceding the date of conversion of the Series C Preferred Stock. Following such date, subject to compliance with the Company’s credit agreement then in effect, dividends will be payable quarterly in cash on March 31, June 30, September 30 and PlanDecember 31 of Merger at any time before the Effective Time (whether before or after approvaleach year, beginning December 31, 2020, when, as and if declared by the Company’s shareholders), provided that after approval byBoard, until the Company’s shareholders, no amendment may be made that by law requires further approval by the Company’s shareholders without obtaining such further approval.

No regulatory approval (other than various filings with Secretarytime of State of Texas and Delaware discussed above) is required to effect the Reincorporation. The termsconversion of the ReincorporationSeries C Preferred Stock; provided, however, when there are described in more detail inno shares of Series C Preferred Stock outstanding, no dividends, including any dividends which have accrued, shall be payable to the Agreement and Plan of Merger and all descriptionsholders of the Reincorporation are qualified by and subject toSeries C Preferred Stock or the more complete information therein.

Reasons for the Reincorporation

The Company is currently subject to certain anti-takeover protections under Section 203holders of the DGCL (“DGCL Section 203”),Common Stock into which prohibits certain transactions betweenthe Series C Preferred Stock converts.

Each of the Purchasers has agreed to restrictions on its ability to dispose of shares of Series C Preferred Stock without the prior written consent of the Company until six months from the closing of the Series C Private Placement. Upon shareholder approval, the shares of Series C Preferred Stock will automatically convert into a total of 2,700,000 shares of Common Stock, and, an “interested stockholder” (asupon such conversion, no shares of Series C Preferred Stock will be outstanding.

defined in DGCL Section 203)Interests of Directors, Officers and Affiliates

Certain of the Company for a periodPurchasers are entities affiliated with John C. Goff, the Chairman of three years after the date such interested stockholder acquired its stock. These restrictions have previously hindered the Company’s ability to fully take advantageboard of capital raising activitiesdirectors. Mr. Goff, together with John Goff and his affiliated funds (collectively, “Goff”) that the Board believed would have beenentities, held in the best interestsaggregate, prior to the closing of the Series C Private Placement and concurrent common stock offering, approximately 33.9% of the outstanding Common Stock of the Company. Mr. Goff is also a party to a Cooperation Agreement with the Company, which was previously filed as an exhibit to the Company’s Current Report on Form8-K filed on August 15, 2018. Following conversion of the Series C Preferred Stock into Common Stock, Mr. Goff, together with affiliated entities, will hold approximately 28.40% of the outstanding Common Stock of the Company. The other Purchasers include Wilkie S. Colyer, Jr., President and Chief Executive Officer of the Company, and its shareholders. As an example, these restrictions limited Goff’s participationFarley Dakan, Senior Vice President of Corporate Development of the Company.

Except as described above, no other director or officer of the Company, nor any associate of such person, has any substantial interest by security holding or otherwise in an underwritten registered offeringthe issuance of the shares of Common Stock underlying the outstanding shares of Series C Preferred Stock.

Reasons for Shareholder Approval

Our Common Stock is listed on the NYSE American. Section 713(a) of the NYSE American rules requires shareholder approval in connection with a transaction involving the sale, issuance or potential issuance by the issuer of common stock (or securities convertible into common stock) equal to 20% or more of presently outstanding shares of common stock at a price less than the greater of book value or market value. Section 713(b) of the NYSE American rules requires shareholder approval in connection with market pricing,a transaction involving the issuance or potential issuance of additional shares which ultimately reducedwould result in a change of control of the overall amountissuer. Section 711 of net proceeds from such offering. Additionally, the Company believes thatNYSE American rules requires shareholder approval in connection with a transaction involving the restrictions under DGCL Section 203 may continueissuance of shares of common stock to hinderan insider of the Company’s ability to engage in future transactions that may be beneficialCompany.

Because the 2,700,000 shares of Common Stock issuable upon conversion of the 2,700,000 shares of Series C Preferred Stock represented greater than 20% of Common Stock outstanding prior to the Company’s shareholders. While the Company may seek to amend its certificate of incorporation to opt outclosing of the Section 203 anti-takeover provision,Series C Private Placement and the restrictions under Section 203 would continueconcurrent common stock offering and such issuance may constitute a change of control (as defined by the NYSE American), and because such conversion involves the issuance of common stock to apply to Goff or any other current “interested stockholder” of the Company as long as the Company remains a Delaware corporation. As a result of the Reincorporation, Contango Texas would no longer be subject to DGCL Section 203, and it would elect in its governing documents not to be subject to the Texas statutory equivalent of DGCL Section 203 (the “Texas Anti-takeover Statute”). Contango Texas will, however, continue to benefit from certain of the protections thatCompany’s insiders, shareholder approval is required for purposes of Section 203 currently provides, as713(a), 713(b) and 711 of the Texas Bylaws will incorporate anti-takeover provisions (the “Bylaw Anti-takeover Provisions”) thatNYSE American rules. The holders of the Series C Preferred Stock are basednot entitled to vote their shares of Series C Preferred Stock on the Texas Anti-takeover Statute. These Bylaw Anti-takeover Provisions giveissuance of Common Stock upon conversion of the Series C Preferred Stock.

Effect upon Rights of Existing Shareholders

The principal effect upon the rights of existing shareholders of the conversion of the Series C Preferred Stock will be a dilution in their current percentage ownership in the Company. Upon conversion of the 2,700,000 shares of Series C Preferred Stock, the Company flexibility to engage in certain beneficial transactions with anywill issue 2,700,000 shares of its shareholder while still providing the appropriate level of anti-takeover protections for a corporationCommon Stock. The issuance of the Company’s size and shareholder base. Specifically, the Bylaw Anti-takeover Provisions include substantially the same restrictions that are provided for under the Texas Anti-takeover Statute, provided that those restrictions will not apply to (i) Goff at any time that he owns less than 23%shares of Common Stock upon conversion of the Company’s outstandingSeries C Preferred Stock and the sale of all such shares (or such higher ownership threshold as may be approved byof Common Stock into the Boardpublic market in advance) or (ii) a transaction betweenshort period of time could materially and adversely affect the Company and any person that holds more than 20%market price of the Company’s outstanding shares if such transaction is approved in advance by (A) a majority of the continuing and unaffiliated directors of the Company and (B) holders of a majority of the Company’s outstanding shares. For additional details regarding the current Delaware anti-takeover statutes and proposed contractual protections, please see “Comparison of Shareholder Rights Before and After the Reincorporation” below.

Additionally, because the Company’s headquarters and its principal operations, management and employees are located in Houston, Texas, the Company’s status as a Delaware corporation physically located in Texas requires the Company to comply with reporting and tax obligations in both Delaware and Texas. For the most recent franchise tax period, the Company paid approximately $200,000 in franchise taxes to the State of Delaware. The Company believes that the Delaware legislature will likely increase the rates applicable to the Company in the future, making the annual Delaware franchise tax obligation effectively perpetual.our Common Stock. The Company is obligatednot aware of any plan for the Purchasers to pay the same amount of Texas margin tax regardless of where it is incorporated, and the Company’s Texas margin tax obligations will not change as a result of the Reincorporation. Accordingly, the Reincorporation will result in a net savings by the Company of $200,000 annually.sell such shares.

Registration Rights

The Company does not conduct any operations in Delaware and thus does not believe it receives any material financial benefit ashas agreed to provide registration rights pursuant to a resultRegistration Rights Agreement (the “Registration Rights Agreement”) for the resale of being incorporated in Delaware. The Company also considered its relatively small capitalization and its desire to cut unnecessary costs. If the Reincorporation Proposal is implemented, Contango Texas would benefit from a recurring reduction in franchise taxes compared to Contango Delaware because Contango Texas would no longer have a franchise tax obligation in Delaware.

Furthermore, incorporation in Delaware subjectsshares of Common Stock issuable upon conversion of the CompanySeries C Preferred Stock. Pursuant to the jurisdiction and venue of federal and state courts in Delaware in possible litigation, even though the Company has no management, employees, or operations there. Delaware courts may require the retention of Delaware counsel in Delaware proceedings in addition to the Company’s Texas counsel. The Company believes the risk of this potential expense and other hurdles of litigation conducted far from its Houston offices is unwarranted.

The Company believes that the Texas legislature has demonstrated a willingness to maintain modern and effective corporation laws to meet changing business needs. While some regard Delaware corporate law as the most extensive and well-defined body of corporate law in the United States, the Company does not believe there is significant risk to the Company or its shareholders ifRegistration Rights Agreement, the Company is governedrequired to use its commercially reasonable efforts to prepare and file an initial registration statement under Texas corporate law rather than Delaware corporate law. Additionally, the Company regards certain aspectsSecurities Act to permit the public resale of Delaware law as more uncertain and complex than their Texas equivalents due tosuch shares of Common Stock underlying the large body of nuanced Delaware case law. While there are some advantages under Delaware corporate law to being a Delaware corporation, there are also advantages under Texas corporate law to being a Texas corporation. The Company believes that, on balance, the impact on the Company ofSeries C Preferred Stock within 30 days

implementingof the Reincorporation Proposal from a corporate law perspectiveSeries C Conversion. While such registration statement is effective and available, such shares of Common Stock will be positive tofreely tradable in the Company and its shareholders.public market without restriction (other than restrictions imposed on any affiliates of the Company).

We have provided a discussionOUR BOARD RECOMMENDS A VOTE “FOR” THE CONVERSION OF THE COMPANY’S SERIES C CONTINGENT CONVERTIBLE PREFERRED STOCK INTO SHARES OF THE COMPANY’S COMMON STOCK.

PROPOSAL 6: APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE AMENDED AND RESTATED 2009 INCENTIVE COMPENSATION PLAN

Description of differences between the Delaware and Texas corporate laws below under the heading “Comparison of Shareholder Rights Before and After the Reincorporation.”

No Change in Business, Jobs, Physical Location, Etc.Proposed Amendment

The Reincorporation Proposal will effect a change inAmended and Restated 2009 Incentive Compensation Plan (as amended, the legal domicile of the Company“Plan”) was originally approved by our Board and other changes of a legal nature, the most significant of which are described below under the heading “—Comparison of Shareholder Rights Before and After the Reincorporation.” The Reincorporation Proposal will not result in any change in headquarters, business, jobs, management, location of any of our offices or facilities, number of employees, assets, liabilities or net worth (other than as a result of the costs incident to the Reincorporation and the Delaware franchise tax savings discussed above). Our management, including all directors and officers, will remain the samestockholders in connection with our 2009 Annual Meeting of Stockholders. The Plan provides for the reincorporationgranting of various types of equity incentive awards to the officers, directors, employees and will have identical positions with Contango Texas. Noneconsultants of the Company’s subsidiaries will be changing their respective states or jurisdictionsCompany. On April 14, 2020, the Board approved the third amendment to the Plan in the form of incorporation, or making any other changes, in connection with the reincorporation. To the extent the Reincorporation will require the consent or waiver of a third party (for example, the consentan amendment and restatement of the Company’s primary lender), the CompanyPlan that will, use commercially reasonable efforts to obtain such consent or waiver before completing the Reincorporation. If a material consent cannot be obtained, the Company will not proceed with the Reincorporation. The Reincorporation will not otherwise affect any of the Company’s material contracts with any third parties and the Company’s rights and obligations under such material contractual arrangements will continue as rights and obligations of Contango Texas as a Texas corporation.

Authorized Shares of Common Stock

If the Reincorporation Proposal is approved by the Company’s shareholders, thenamong other things, increase the number of the Company’s authorized shares before and after the Reincorporation will be the same. If the Amendment to the Certificate of Incorporation (Proposal 4) is approved by the Company’s shareholders, then the number of the Company’s authorized shares will be 100,000,000 shares of common stock authorized for issuance pursuant to the Plan by 9,000,000 shares (the “Amendment”) and 5,000,000eliminate certain outdated references to Section 162(m) of the Internal Revenue Code (the “Code”).

The increase in the shares authorized for issuance under the Plan is considered a material term of preferred stock. If suchthe Plan which must be approved by our stockholders prior to implementation. Although references within this Proposal 6 will include both material andnon-material amendments to the Plan, when you are asked to vote on the “Amendment” pursuant to Proposal 6, it is only this material item that will be subject to stockholder approval. The Amendment also provided for certain othernon-material amendments to the Plan (the “Administrative Items”). These Administrative Items may be implanted without stockholder approval, and have been described herein to provide a fulsome description of the Plan as it will exist following the full Amendment. Stockholders are not being asked to approve the Administrative Items that follows: remove references to the performance-based compensation exemption of Section 162(m) of the Code which were repealed by the Tax Cuts and Jobs Act, effective for taxable year beginning after December 31, 2017.

A summary of the principal features of the Plan, as amended and restated by the Amendment, is provided below but does not approved, the number of the Company’s authorized shares will remain 50,000,000 shares of common stock and 5,000,000 shares of preferred stock.

Comparison of Shareholder Rights Before and After the Reincorporation

The Reincorporation will effect some changes in the rights of the Company’s shareholders. This is as a result of differences between the Texas Business Organizations Code (“TBOC”) and the Delaware General Corporation Law (“DGCL”), as well as differences between each of the Company’s charter documents before and after the Reincorporation. Summarized below are the most significant differences between the rights of the Company’s shareholders before and after the Reincorporation. The differences between the current Delaware certificate of incorporation and bylaws and the proposed Texas certificate of formation and bylaws, as relevant to such rights, are noted within this summary. The summary below is not intendedpurport to be relied upon as an exhaustive list of all the differences or a complete description of all of the differences resulting fromprovisions of the Reincorporation. Furthermore, thisPlan. The summary below should be read in conjunction with, and is qualified in its entirety by reference to, the DGCL,full text of the Third Amended and Restated 2009 Incentive Compensation Plan, which is filed as Appendix A below. The Plan, prior to this Amendment, is filed as an exhibit to the Company’s existing Delaware certificateSchedule 14A on Definitive Proxy Statement for 2017, as filed with the Securities and Exchange Commission on March 31, 2017.

Reason for the Proposed Amendment

We expect that the use of incorporationequity-based awards and bylaws,incentive compensation awards under the TBOC,Plan will be a key component of the Company’s compensation program in upcoming years. The awards granted under the Plan, including cash awards, will assist us in attracting and retaining capable, talented individuals to serve in the capacity of employees, officers and directors.

On April 15, 2020 the Board, based on the recommendation of the Compensation Committee and Meridian, determined that it is in the best interests of the Company, subject to stockholder approval, to increase the number of shares of common stock available under the Plan by an additional 9,000,000 shares. Accordingly, this Proposal 6 seeks approval of the Amendment to increase the maximum total number of shares of common stock that the Company may issue under the Plan by 9,000,000 shares from 3,500,000 to 12,500,000 shares. Likewise, the number of shares which may be issued under the Plan as incentive stock options would increase to 12,500,000 shares.

The Board believes that the requested additional authorized shares represent a reasonable amount of potential equity dilution over time and is advisable to ensure the Company has an adequate number of shares of common stock available to continue to grant meaningful long-term incentive awards. Our successful operation and our ability to create long-term value for our stockholders depend on the efforts of approximately 143 employees, including management, and 6non-executive directors, and we believe it is in the best interest of the Company for directors and employees, including our management team, to have an ownership interest in the Company in recognition of their present and potential contributions. The request for shareholder authorization of additional shares under the Plan reflected in Proposal 6 is the second such request since the Plan was initially approved by our stockholders in 2009. All employees typically receive equity awards under our LTIP and in 2019, approximately 75.3% of our equity awards were granted to employees other than our named executive officers. As of April 15, 2020, the number of shares remaining available for future awards under the Plan, prior to approval of the Amendment, was 1,480,389, excluding unvested performance share units representing approximately 204,474 shares at the targeted award level.

With respect to the increase in the number of awards that may be granted to any individual each year, the Board believes that an increase in this number is necessary in times of low stock prices, as more shares are needed to satisfy a target grant value for an award. The Board did not approve an increase in the value of awards that could be granted to an individual in any given year, the Amendment will only impact the number of shares that may be subject to an award.

If the Amendment is approved at the 2020 Annual Meeting, it will become effective as of April 15, 2020, the date of Board approval of the Amendment, and we intend to file, pursuant to the Securities Act, a registration statement on FormS-8 to register the additional 9,000,000 shares available for issuance under the Plan.

Please see the discussion below under “New Plan Benefits” for detailed information on certain awards approved by the Compensation Committee in April of 2020 that are contingent on stockholder approval of this Plan proposal.

Consequences of Failure to Approve the Proposal

Failure of our stockholders to approve this Proposal 6 will mean that we will continue to grant equity awards under the terms of the Plan, in its current form, until the shares available for issuance thereunder are exhausted. If we do not have shares available under the Plan, we may elect to provide compensation through other means in order to assure that we can attract and retain qualified personnel to help our Company manage through ongoing depressed industry conditions and to position the Company for future growth opportunities. Those other means of compensation may include cash-settled long-term incentive awards or other cash compensation, but there will be no additional means of aligning our Plan participants interests’ directly with those of our stockholders.

In addition, if our stockholders do not approve this Proposal 6, the contingent grants covering a total of 2,400,000 shares, as described further below under “New Plan Benefits” would be cancelled.

OUR BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THIS PROPOSAL NO. 6 REGARDING THE AMENDMENT AND RESTATEMENT OF THE PLAN.

Description of the Plan

The description of the Plan provided below includes information regarding the Plan as amended by the Amendment. Capitalized terms used in this description, but not otherwise defined, have the meanings given to them in the Plan attached as Appendix A.

General Information

The purpose of the Plan is to provide a means to enhance our profitable growth and that of our subsidiaries by attracting and retaining employees, directors, consultants and advisors by providing such individuals with a means to acquire and maintain stock ownership or incentive awards the value of which is tied to the performance of our common stock. The Plan also provides additional incentives and reward opportunities designed to strengthen such individuals’ concern for our welfare and their desire to remain in our employ. We seek to achieve the Plan’s purpose by primarily providing grants of the following (collectively referred to as “Awards”):

Administration of the Plan

The Plan will generally be administered and interpreted by the Compensation Committee; however, the Board may appoint other committees comprised of members of the Board to administer the plan as necessary to maintain compliance with our Company policies or applicable laws. References in this summary to the “Committee” shall apply to the applicable committee chosen to administer the Plan under the applicable circumstance, which may be the full Board in certain circumstances. Unless otherwise limited by the Plan, Rule16b-3 of the Securities Exchange Act of 1934, or the Code, the Committee has broad discretion to administer the Plan, interpret its provisions, and adopt policies for implementing the Plan. This discretion includes the power to determine to whom and when Awards will be granted, determine the amount of such Awards (measured in cash, shares of common stock or as otherwise designated), proscribe and interpret the terms and provisions of each Award agreement (the terms of which may vary).

Persons Who May Participate in the Plan

Any individual who provides services to us or our subsidiaries, includingnon-employee directors and consultants (an “Eligible Person”), and is designated by the Committee to receive an Award under the Plan will be a “Participant.” An employee on leave of absence may be considered still employed by us for determining eligibility under the Plan. Any individual granted an Award which remains outstanding under the Plan, including an individual who is no longer an Eligible Person, will continue to be a Participant for purposes of the Plan. We currently have 5non-executive directors, 4 executive officers and approximately 139 other employees and consultants who are eligible to receive awards under the Plan.

A Participant under the Plan will be eligible to receive an Award pursuant to the terms of the Plan and subject to any limitations imposed by appropriate action of the Committee. No Award may be granted in each fiscal year to Eligible Persons with regard to shares of common stock equaling more than 1,000,000 shares (subject to any adjustment due to recapitalization or reorganization permitted under the Plan). Also, no payment may be made in any fiscal year in cash with respect to Awards that are not related to common stock in excess of $2,500,000. No Participant will be eligible to accrue dividend equivalents with respect to an Award in the amount of over $500,000 in any calendar year.

Securities to be Offered

Shares Subject to the Plan. The maximum aggregate number of shares of common stock that may be granted for any and all Awards under the Plan is currently the 3,500,000 (subject to any adjustment due to

recapitalization or reorganization permitted under the Plan); the Amendment would add an additional 9,000,000 shares to the plan for an aggregate share reserve pool of 12,500,000. As of April 15, 2020, prior to approval of the Amendment, 3,078,850 shares had been issued, 1,480,389 shares were available for future Awards, including 204,474 shares reserved for unvested performance share units outstanding based on the targeted award level and 2,400,000 shares reserved for performance-based restricted stock units issued contingent upon stockholder approval of this proposal as discussed below under “New Plan Benefits”).

If and to the extent options and stock appreciation rights granted under the Plan terminate, expire or are cancelled, forfeited, exchanged or surrendered without being exercised, or if any stock units, stock awards or other stock-based awards are forfeited or terminated, or otherwise not paid in full, the shares subject to these grants will become available again for purposes of the Plan. Shares of common stock surrendered in payment of the exercise price of an option, and shares withheld or surrendered for payment of taxes, will not be reissued under the Plan. If stock appreciation rights are granted, the full number of shares subject to the stock appreciation rights will be considered issued under the Plan, without regard to the number of shares issued upon exercise of the stock appreciation rights and without regard to any cash settlement of the stock appreciation rights. Stock units that are designated in the grant agreement to be paid in cash rather than in shares of common stock will not count against the aggregate share limitation. The common stock sold pursuant to the Plan may be authorized but unissued shares, shares held by us in treasury, or shares which have been reacquired by us including shares which have been bought on the market for the purposes of the Plan. The fair market value of the common stock on a given date will be the closing sales prices reported by the applicable national securities stock exchange for the common stock on such date or, if no such sale takes place on such day, then the last reported sales price reported by the national securities exchange on which the common stock is currently traded on, or, if the common stock is no longer traded on an exchange at the time a determination of the fair market value must occur, the Committee shall determine the appropriate value for the common stock. There are no fees, commissions or other charges applicable to a purchase of common stock under the Plan.

Awards

Outstanding Awards. As of April 15, 2020, there are an aggregate of 304,933 shares of unvested restricted stock, 204,474 shares reserved for performance-based restricted stock units, and no shares that underlie outstanding options under the Plan. Shares are reserved for performance-based restricted stock unit awards at the target award level. On April 9, 2020, the closing price of a share of our common stock was $1.52.

Stock Options. The Committee may grant options that are intended to qualify as incentive stock options within the meaning of Section 422 of the Code (“ISOs”) or “nonqualified stock options” that are not intended to so qualify (“NQSOs”) or any combination of ISOs and NQSOs. Anyone eligible to participate in the Plan may receive a grant of NQSOs. Only our employees and employees of our subsidiaries may receive a grant of ISOs.

The Committee will fix the exercise price per share of options on the date of grant. The exercise price of options granted under the Plan will be equal to or greater than the fair market value of the underlying shares of common stock on the date of grant.

An ISO may not be granted to an employee who holds more than 10% of the total combined voting power of all classes of our outstanding stock unless the exercise price per share is not less than 110% of the last reported sale price of the underlying shares of common stock on the date of grant. To the extent that the aggregate fair market value of shares of common stock, determined on the date of grant, with respect to which ISOs become exercisable for the first time by a Participant during any calendar year exceeds $100,000, such ISOs will be treated as NQSOs.

The Committee will determine the term of each option, which may not exceed ten years from the date of grant. The Committee will also determine the other terms and conditions of options, including the date or dates they become exercisable. The Committee may grant options that are subject to achievement of performance goals

or other conditions. The Committee may accelerate the exercisability of any or all outstanding options at any time for any reason.

A participant may exercise an option by delivering a notice of exercise to us. The Participant will pay the exercise price and any withholding taxes for the option: (i) in cash; (ii) if the Committee permits, by delivering shares of common stock already owned by the Participant and having a fair market value on the date of exercise equal to the exercise price or by attestation to ownership of shares of common stock having an aggregate fair market value on the date of exercise equal to the exercise price; (iii) if the Committee permits, by a net exercise of the option; (iv) by payment through a broker in accordance with the procedures permitted by Regulation T of the Federal Reserve Board; or (iv) by such other method as the Committee may approve.

The Committee will determine under what circumstances, if any, and during what time periods a Participant may exercise an option after termination of employment or service.

Stock Awards. The Committee may grant stock awards to anyone eligible to participate in the Plan. The Committee will determine the number of shares of common stock subject to the grant of stock awards and the Company’s proposed Texas certificaterestrictions and other terms and conditions of formationthe grant. The Committee will determine in the grant agreement under what circumstances a Participant may retain stock awards after termination of employment or service, and bylaws.the circumstances under which stock awards may be forfeited.

The Committee will determine whether and under what conditions Participants will have the right to vote shares of common stock. Dividends on stock awards granted after March 21, 2017 shall be withheld while the stock awards are subject to restrictions and that the dividends shall be payable only upon the lapse of the restrictions on the stock awards. Accumulated dividends may be paid in cash, shares of common stock or in such other form as dividends are paid on common stock, as determined by the Committee.

Stock Units. The Committee may grant stock units to anyone eligible to participate in the Plan. Each stock unit provides the Participant with the right to receive a share of common stock or an amount based on the value of a share of common stock. The Committee will determine the number of stock units that will be granted, whether stock units will become payable based on achievement of performance goals or other conditions, and the other terms and conditions of the stock units. Stock units may be paid at the end of a specified period or deferred to a date authorized by the Committee. If a stock unit becomes distributable, it will be paid to the Participant in cash, in shares of common stock, or in a combination of cash and shares of common stock, as determined by the Committee. The Committee will determine in the grant agreement under what circumstances a Participant may retain stock units after termination of employment or service, and the circumstances under which stock units may be forfeited.

The Committee may grant dividend equivalents in connection with stock units. Dividend equivalents will be payable in cash or shares of common stock and, for awards granted after March 21, 2017, will be accrued until such time, if any, as the underlying award becomes settled. Other terms and conditions of dividend equivalents will be determined by the Committee.

Stock Appreciation Rights. The Committee may grant stock appreciation rights (“SARs”) to anyone eligible to participate in the Plan. SARs may be granted in tandem with, or independently of, any option granted under the Plan. Upon exercise of an SAR, the Participant will receive an amount equal to the value of the stock appreciation for the number of SARs exercised. Payment will be made in cash, shares of common stock or a combination of the two.

The base amount of each SAR will be determined by the Committee and will be not less than the last sale price of a share of common stock reported on the applicable stock exchange on the date of grant of the SAR. The Committee will determine the terms and conditions of SARs, including when they become exercisable. The Committee may accelerate the exercisability of any or all outstanding SARs at any time for any reason. The

Committee will determine under what circumstances and during what time periods a Participant may exercise an SAR after termination of employment or service.

Other Stock-Based Awards. The Committee may grant other stock-based awards, which are grants other than options, SARs, stock units, and stock awards. The Committee may grant other stock-based awards to anyone eligible to participate in the Plan. These grants will be based on or measured by shares of common stock, and will be payable in cash, in shares of common stock, or in a combination of cash and shares of common stock. The terms and conditions for other stock-based awards will be determined by the Committee.

Cash Awards. The Committee may grant a cash Award. A cash Award may be any Award that is denominated in or settled in cash, is supplemental to or independent of any other Award granted under the Plan. The Committee will determine all terms and conditions applicable to a cash Award at the time of grant.

Other Provisions

Minimum Vesting Requirements. All Awards, subject to a smallcarve-out, will be granted with a minimum of a12-month vesting period, although the Committee may always impose longer vesting schedules. No more than 5% of the aggregate number of shares that remained available as of March 21, 2017 plus any shares that become available in the future (including pursuant to the Amendment) may be granted pursuant to Awards that could vest in less than 12 months of the date of grant, subject, in each case, to the Committee’s authority under the Plan to vest Awards earlier, as the Committee deems appropriate, in the event of a Participant’s termination of employment or service or otherwise as permitted by the Plan in the Committee’s exercise of its discretionary vesting authority.

Tax Withholding. At the discretion of the Committee and subject to conditions that the Committee may impose, a Participant’s tax withholding with respect to an Award may be satisfied by withholding from any payment related to an Award or by the withholding of shares of common stock issuable pursuant to the Award based on the fair market value of the shares. The Administrative Items will allow the Committee to withhold taxes up to the maximum statutory withholding rate that will not result in adverse accounting treatment with respect to the Award in question.

Merger or Recapitalization. If there is any change in the number or kind of shares of common stock by reason of a stock dividend, spinoff, recapitalization, stock split, combination or exchange of shares, merger, reorganization, consolidation, reclassification, change in par value or any other extraordinary or unusual event affecting the outstanding shares of common stock as a class without our receipt of consideration, or if the value of outstanding shares of common stock is substantially reduced as a result of a spinoff or our payment of an extraordinary dividend or distribution, the number of shares of common stock available for grants, the limitations on the number of shares of common stock any individual may receive under grants in any year, the number of shares covered by outstanding grants, the kind of shares to be issued under the Plan, and the price per share or the applicable market value of the grants will be equitably adjusted by the Committee, in such manner as the Committee deems appropriate, to reflect any increase or decrease in the number or kind of issued shares of common stock in order to preclude, to the extent practicable, the enlargement or dilution of the rights and benefits under such grants. Any fractional shares resulting from such adjustment will be eliminated. In addition, in the event of a change of control, the provisions of the Plan applicable to a change of control will apply.

Change in Control. With respect to all Awards that were granted prior to the second amendment of the Plan, in the event of a change in control, the Committee may take any one or more of the following actions with respect to all outstanding grants, without the consent of any Participant, with respect to any Award that was granted prior to the effectiveness of the second amendment of the Plan:

The second amendment to the Plan modified the Committee’s ability to adjust Awards that are granted following second amendment of the Plan in connection with a change of control transaction. With respect to our executive officers that are also party to an employment agreement, the executive employment agreements that we entered into in November 2016, as well an employment agreement entered into with a new executive officer in early 2017, only provide for accelerated vesting of Awards upon a qualifying termination of employment that occurs in connection with the change in control transaction. The Board desired for all employees to be treated in a similar manner upon a change in control, therefore the second amendment to the Plan limited the Committee’s ability to provide for full acceleration solely upon a change in control. As such, Awards granted after the approval of the second amendment on March 21, 2017 provide for double trigger vesting, where the Participant will not receive accelerated vesting unless they are also involuntarily terminated in connection with the change in control event, unless the Award is not assumed by the surviving entity in the change in control transaction.

A “change in control” shall generally mean the occurrence of one of the following events:

If an Award is subject to Section 409A of the Code, however, a “change in control” will not be deemed to occur unless the event was also a “change in the ownership of a corporation,” a “change in the effective control of a corporation,” or a “change in the ownership of a substantial portion of a corporation’s assets” as defined under Section 409A of the Code.

Amendment and Termination. The Board may amend or terminate the Plan at any time, subject to stockholder approval of any amendment for which such approval is required under any applicable laws or stock exchange requirements. The Plan will terminate March 21, 2027, unless the Plan is terminated earlier by the Board or is extended by the Board with stockholder consent.

Transferability of Awards. Only the Participant may exercise rights under a grant during the Participant’s lifetime. A Participant may not transfer those rights except by will or the laws of descent and distribution. The Committee may provide, in a grant agreement, that a Participant may transfer NQSOs to his or her family members, or one or more trusts or other entities for the benefit of or owned by such family members, consistent with applicable securities laws, according to such terms as the Committee may determine.

No Repricing of Options or SARs. Neither the Board nor the Committee can amend the Plan or options or SARs previously granted under the Plan to permit a repricing of options or SARs, without prior stockholder approval.

Participants Outside the United States. If any individual who receives a grant under the Plan is subject to taxation in a country other than the United States, the Committee may make the grant on such terms and conditions as the Committee determines appropriate to comply with the laws of the applicable country.

Clawbacks. All Awards granted under the Plan will be subject to any clawback policies that we may adopt to govern incentive compensation awards.

Federal Tax Consequences

The following discussion is for general information only and is intended to summarize briefly the U.S. federal income tax consequences to Participants arising from participation in the Plan. This description is based on current law, which is subject to change (possibly retroactively). The tax treatment of a Participant in the Plan may vary depending on his particular situation and may, therefore, be subject to special rules not discussed below. No attempt has been made to discuss any potential foreign, state, or local tax consequences or any gift, estate or other tax consequences.

Nonstatutory Options; SARs; Incentive Options. Participants will not realize taxable income upon the grant of a NQSO or an SAR. Upon the exercise of a NQSO or SAR, a Participant will recognize ordinary compensation income (subject to withholding by us) in an amount equal to the excess of (i) the amount of cash and the fair market value of the common stock received, over (ii) the exercise price (if any) paid therefor. A Participant will generally have a tax basis in any shares of common stock received pursuant to the exercise of an SAR, or pursuant to the cash exercise of a NQSO, that equals the fair market value of such shares on the date of exercise. Subject to the discussion under “—Code Limitations on Deductibility” below, we (or a subsidiary) will be entitled to a deduction for federal income tax purposes that corresponds as to timing and amount with the compensation income recognized by a Participant under the foregoing rules.

Participants eligible to receive an ISO will not recognize taxable income on the grant of an ISO. Upon the exercise of an ISO, a Participant will not recognize taxable income, although the excess of the fair market value

of the shares of common stock received upon exercise of the ISO (“ISO Stock”) over the exercise price will increase the alternative minimum taxable income of the Participant, which may cause such Participant to incur alternative minimum tax. The payment of any alternative minimum tax attributable to the exercise of an ISO would be allowed as a credit against the Participant’s regular tax liability in a later year to the extent the Participant’s regular tax liability is in excess of the alternative minimum tax for that year.

Upon the disposition of ISO Stock that has been held for the requisite holding period (at least two years from the date of grant and one year from the date of exercise of the ISO), a Participant will recognize capital gain (or loss) equal to the excess (or shortfall) of the amount received in the disposition over the exercise price paid by the Participant for the ISO Stock. However, if a Participant disposes of ISO Stock that has not been held for the requisite holding period (a “Disqualifying Disposition”), the Participant will recognize ordinary compensation income in the year of the Disqualifying Disposition in an amount equal to the amount by which the fair market value of the ISO Stock at the time of exercise of the ISO (or, if less, the amount realized in the case of an arm’s length disposition to an unrelated party) exceeds the exercise price paid by the Participant for such ISO Stock. A Participant would also recognize capital gain to the extent the amount realized in the Disqualifying Disposition exceeds the fair market value of the ISO Stock on the exercise date. If the exercise price paid for the ISO Stock exceeds the amount realized (in the case of anarm’s-length disposition to an unrelated party), such excess would ordinarily constitute a capital loss.

Neither us nor our subsidiaries will be entitled to any federal income tax deduction upon the grant or exercise of an ISO, unless a Participant makes a Disqualifying Disposition of the ISO Stock. If a Participant makes a Disqualifying Disposition, we (or a subsidiary) will then, subject to the discussion below under “—Code Limitations on Deductibility,” be entitled to a tax deduction that corresponds as to timing and amount with the compensation income recognized by a Participant under the rules described in the preceding paragraph.

Under current rulings, if a Participant transfers previously held shares of common stock (other than ISO Stock that has not been held for the requisite holding period) in satisfaction of part or all of the exercise price of a NQSO or ISO, no additional gain will be recognized on the transfer of such previously held shares in satisfaction of the NQSO or ISO exercise price (although a Participant would still recognize ordinary compensation income upon exercise of an NQSO in the manner described above). Moreover, that number of shares of common stock received upon exercise which equals the number of shares of previously held common stock surrendered therefor in satisfaction of the NQSO or ISO exercise price will have a tax basis that equals, and a capital gains holding period that includes, the tax basis and capital gains holding period of the previously held shares of common stock surrendered in satisfaction of the NQSO or ISO exercise price. Any additional shares of common stock received upon exercise will have a tax basis that equals the amount of cash (if any) paid by the Participant, plus the amount of compensation income recognized by the Participant under the rules described above. If a reload option is issued in connection with a Participant’s transfer of previously held common stock in full or partial satisfaction of the exercise price of an ISO or NQSO, the tax consequences of the reload option will be as provided above for an ISO or NQSO, depending on whether the reload option itself is an ISO or NQSO.

Stock Units; Stock Awards and Other Stock-Based Awards; Cash Awards. A Participant will recognize ordinary compensation income upon receipt of cash pursuant to a cash award or, if earlier, at the time the cash is otherwise made available for the Participant to draw upon. A Participant will not have taxable income at the time of grant of a stock Award in the form of stock awards or units or other stock-based awards denominated in common stock, but rather, will generally recognize ordinary compensation income at the time he receives common stock in satisfaction of the Award in an amount equal to the fair market value of the common stock received; provided, however, that if the common stock is not fully transferable and is subject to a substantial risk of forfeiture when received, a Participant will recognize ordinary compensation income in an amount equal to the fair market value of the common stock (i) when the common stock first becomes transferable or is no longer subject to a substantial risk of forfeiture in cases where a Participant does not make an valid election under Section 83(b) of the Code or (ii) when the common stock is received in cases where a Participant makes a valid election under Section 83(b) of the Code.

A Participant will be subject to withholding for federal, and generally for state and local, income taxes at the time he recognizes income under the rules described above with respect to common stock or cash received. The tax basis in the common stock received by a Participant will equal the amount recognized by him as compensation income under the rules described in the preceding paragraph, and the Participant’s capital gains holding period in those shares will commence on the later of the date the shares are received or the restrictions lapse.

Subject to the discussion immediately below, we (or a subsidiary) will be entitled to a deduction for federal income tax purposes that corresponds as to timing and amount with the compensation income recognized by a Participant under the foregoing rules.

Code Limitations on Deductibility. In order for the amounts described above to be deductible by us (or a subsidiary), such amounts must constitute reasonable compensation for services rendered or to be rendered and must be ordinary and necessary business expenses.

Our ability (or that of a subsidiary) to obtain a deduction for future payments under the Plan could also be limited by the golden parachute payment rules of Section 280G of the Code, which prevent the deductibility of certain excess parachute payments made in connection with a change in control of an employer-corporation.

Finally, our the ability (or that of a subsidiary) to obtain a deduction for amounts paid under the Plan could be limited by Section 162(m) of the Code, which limits the deductibility, for federal income tax purposes, of compensation paid to certain covered employees (including our Named Executive Officers and certain other current or former executive officers) of a publicly traded corporation to $1,000,000 with respect to any such individual during any taxable year of the corporation.

New Plan Benefits

The Administrator has approved certain awards under the Plan that are contingent on stockholder approval of this proposal. These grants are set forth in the following table. If stockholders do not approve this proposal, these grants will not be effective, and we will not be able to grant the equity incentives we believe are necessary to provide retention incentives.

Awards Granted Contingent Upon Stockholder Approval of Plan Proposal

Aggregate Past Grants of Stock Options Under the Plan

As of April 15, 2020, awards of stock options covering a total of 118,963 shares of our common stock had been granted under the Plan since its inception in 2009. The following table shows information regarding the grant of such options (regardless of whether subsequently exercised or forfeited) to the persons and groups identified below.

AUDIT COMMITTEE REPORT

The Audit Committee is appointed by the Board of Contango Oil & Gas Company to assist the Board in fulfilling its oversight responsibilities relating to Contango Oil & Gas Company’s accounting policies, reporting policies, internal controls, compliance with legal and regulatory requirements, and the integrity of Contango Oil & Gas Company’s financial reports. The Audit Committee manages Contango Oil & Gas Company’s relationship with its independent registered public accounting firm, which is ultimately accountable to the Audit Committee.

The Audit Committee has reviewed and discussed with management and with Grant Thornton LLP, the independent registered public accounting firm, Contango Oil & Gas Company’s audited financial statements as of and for the year ended December 31, 2018.2019. The Audit Committee has also discussed with Grant Thornton LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board.Board (“PCAOB”) and the Securities and Exchange Commission.

Grant Thornton LLP submitted to the Audit Committee the written disclosures and the letter required by Rule 3526the applicable requirements of the Public Company Accounting Oversight Board, Communication with Audit Committees Concerning Independence.PCAOB. The Audit Committee discussed with Grant Thornton LLP such firm’s independence. The Audit Committee has also considered whether the provision ofnon-audit services to Contango Oil & Gas Company by Grant Thornton LLP is compatible with maintaining their independence.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements referred to above be included in Contango Oil & Gas Company’s Annual Report on Form10-K for the year ended December 31, 20182019 for filing with the SEC.

THE AUDIT COMMITTEE,