Warren Resources DEF 14A Definitive proxy

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )


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WARREN RESOURCES, INC.
(Name of Registrant as Specified In Its Charter)

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1114 Avenue of the Americas, 34th Floor
New York, NY 10036

April 5, 2013

Dear Fellow Stockholders:

The 2013 Annual Meeting of Stockholders of Warren Resources, Inc. will be held at the NASDAQ MarketSite, 4 Times Square, New York, NY 10036 on Wednesday, May 15, 2013, at 10:30 a.m. (local time).

The Notice of the Annual Meeting and Proxy Statement, which are attached, provide information concerning the matters to be considered at the Annual Meeting. The Annual Meeting will cover only the business contained in the Proxy Statement and will include a short management presentation.

Pursuant to rules promulgated by the Securities and Exchange Commission, we are also providing access to our proxy materials over the Internet.

Whether or not you plan to attend the Annual Meeting of Stockholders, we urge you to vote and submit your proxy in order to ensure the presence of a quorum of over 50% of the outstanding shares of common stock on the record date of March 29, 2013, which is required for the transaction of business. If you attend the meeting, you will have the right to revoke the proxy and vote your shares in person. If you hold shares through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from them to vote your shares. If you hold your shares through an account with a brokerage firm, bank or other nominee and you plan to vote in person at the Annual Meeting, you must bring a legal proxy executed in your favor from your bank, broker or other holder of record.

Your vote is very important to us and our business. We value your opinions and encourage you to participate in this year's Annual Meeting by voting your proxy if you cannot attend in person. You may vote by Internet or by telephone using the instructions on the Notice, or, if you received a paper copy of the proxy card, by signing and returning it in the envelope provided.

I hope to see you in New York.


		Sincerely,

		Philip A. Epstein Chairman of the Board and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 15, 2013

Dear Fellow Stockholders:

You are cordially invited to attend our Annual Meeting of Stockholders which will be held on Wednesday, May 15, 2013, at 10:30 a.m., local time, at the NASDAQ MarketSite, 4 Times Square, New York, NY 10036. We are holding the meeting to:

1.: Elect each of Messrs. Anthony L. Coelho, Dominick D'Alleva and Espy P. Price to the Board of Directors to serve until the 2016 Annual Meeting of Stockholders;
2.: Ratify the appointment of Grant Thornton LLP as independent auditors of the Company to serve for the 2013 fiscal year;
3.: Conduct, on a non-binding advisory basis, a vote on executive compensation; and
4.: Transact such other business as may properly come before the meeting and at any adjournments or postponements of the meeting.

Only Messrs. Coelho, D'Alleva and Price have been nominated to be elected at the meeting. If any of these nominees becomes unable or unwilling to serve, which is not anticipated, the accompanying proxy may be voted for the election of such other person as shall be designated by the Corporate Governance Committee of our Board of Directors or, as an alternative, the Board of Directors may reduce the number of directors to be elected at the meeting.

The Board of Directors set March 29, 2013 as the record date for the meeting. This means that owners of Common Stock at the close of business on that date are entitled to:

•: receive this notice of the meeting, and
•: vote at the meeting and any adjournments or postponements of the meeting.

We will make available a list of Stockholders as of the close of business on March 29, 2013 for inspection by Stockholders during normal business hours from May 8 to May 14, 2013 at the Company's principal place of business, 1114 Avenue of the Americas, 34th Floor, New York, NY 10036. This list also will be available to Stockholders at the meeting.

It is important that your shares be represented and voted at the meeting.Please take the time to vote by following the Internet or telephone voting instructions provided. If you received a paper copy of the proxy card, you may also vote by completing and mailing the proxy card in the postage-prepaid envelope provided for your convenience. You may also attend and vote at the Annual Meeting. You may revoke your proxy at any time before the vote is taken by following the instructions in this proxy statement.

Regardless of the number of shares of Warren that you hold,as a Stockholder your vote is very important and the Board strongly encourages you to exercise your right to vote.


		By Order of the Board of Directors

		David E. Fleming Senior Vice President, General Counsel and Corporate Secretary

New York, New York
April 5, 2013

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
STOCKHOLDER MEETING TO BE HELD ON MAY 15, 2013:

The notice of the meeting, this Proxy Statement, a Form of Proxy and our 2012 Annual Report (which includes our Annual Report on Form 10-K for the year ended December 31, 2012) are available at www.proxyvote.com

The Board recommends that you vote:

•: FOR each of Messrs. Coelho, D'Alleva and Price to serve as directors until the 2016 Annual Meeting of Stockholders;
•: FOR the ratification of Grant Thornton, LLP as our independent auditor for fiscal year 2013; and
•: FOR the approval of the advisory vote on executive compensation.

If you would like to obtain directions to be able to attend the Annual Meeting in person, please contact our Corporate Secretary at info@warrenresources.com or by calling (212) 697-9660.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement contains forward-looking statements, within the meaning of the Federal securities laws, about our business and prospects. The forward-looking statements do not include the potential impact of any mergers, acquisitions, divestitures, securities offerings or business combinations that may be announced or closed after the date hereof. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words "believes," "plans," "intends," "expects," "goals" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these words. Our future results may differ materially from our past results and from those projected in the forward-looking statements due to various uncertainties and risks, including those described in Item 1A of Part I (Risk Factors) of our Annual Report on Form 10-K. The forward-looking statements speak only as of the date of this Proxy Statement and undue reliance should not be placed on these statements. We disclaim any obligation to update any forward-looking statements contained herein after the date of this Proxy Statement.

PROXY STATEMENT
FOR 2013 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 15, 2013

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

Why did I receive these proxy materials?

We are making these proxy materials available to you on the Internet and by delivering printed versions of these materials to you by mail, in connection with the 2013 Annual Meeting of Stockholders of Warren Resources, Inc. The Annual Meeting will be held on Wednesday, May 15, 2013. In this proxy statement, Warren Resources, Inc. is referred to as the "Company" or "Warren." This proxy statement and the enclosed proxy card are first being mailed to Stockholders on or about April 5, 2013.

What is included in these proxy materials?

The following documents are included in these proxy materials and are available at www.proxyvote.com:

•: Our Notice of Annual Meeting;
•: Our Proxy Statement;
•: Form of Proxy; and
•: Our Annual Report on Form 10-K for 2012.

If you received printed versions of these materials by mail, these materials also include a proxy card or voting instruction form.

Where and when is the Annual Meeting?

The Annual Meeting will be held at the NASDAQ MarketSite, 4 Times Square, New York, NY 10036, on Wednesday, May 15, 2013 at 10:30 a.m. local time. If you would like to obtain directions to be able to attend the Annual Meeting in person, please contact our Corporate Secretary at info@warrenresources.com or by calling (212) 697-9660.

What is the purpose of the Annual Meeting?

At the Annual Meeting, Stockholders will vote upon:

•: The election of each of Messrs. Coelho, D'Alleva and Price to the Board of Directors to serve until the 2016 Annual Meeting of Stockholders;
•: the ratification of the appointment of Grant Thornton LLP as our independent auditor for fiscal year 2013; and

•: to approve, on a non-binding advisory basis, Warren's compensation of its named executive officers as disclosed in this proxy statement; this is an advisory vote on executive compensation, a so-called "Say-on-Pay" proposal; and
•: any other matters that may properly come before the meeting.

How does the Board recommend that I vote?

The Board recommends that you vote:

•: FOR each of Messrs Coelho, D'Alleva and Price to the Board of Directors to serve until the 2016 Annual Meeting of Stockholders;
•: FOR the ratification of the appointment of Grant Thornton, LLP as our independent auditor for fiscal year 2013; and
•: FOR approval of the following resolution: "RESOLVED, that the compensation paid to Warren's named executive officers, as disclosed in the 2013 Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED."

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

Why should I vote?

Your vote is very important to the Board, even if you cast a dissenting vote. Regardless of the number of shares you hold, the Board strongly encourages you to exercise your right to vote as a Stockholder of the Company.

Who may vote?

All Stockholders of record of Warren's common stock at the close of business on March 29, 2013, which we refer to as the record date, are entitled to receive notice of the Annual Meeting and to vote the shares of common stock held by them on the record date. Each outstanding share of common stock entitles its holder to cast one vote for each matter to be voted upon.

What is a proxy?

It is your legal designation of another person to vote the stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. We have designated two of our directors as proxies for the 2013 Annual Meeting of Stockholders. These are directors: Leonard DeCecchis and Chet Borgida.

What is a proxy statement?

It is a document that Securities and Exchange Commission ("SEC") regulations require us to give you when we ask you to sign a proxy card designating Leonard DeCecchis and Chet Borgida as proxies to vote on your behalf.

What is the difference between a Stockholder of record and a Stockholder who holds stock in street name?

•: If your shares are registered in your name, you are a Stockholder of record.
•: If your shares are held in the name of your broker, bank or depository, your shares are held in street name.

How do I vote?

If your shares of common stock are held by a broker, bank, or other nominee (i.e., in "street name"), you will receive instructions from your nominee, which you must follow in order to have your shares voted. The instructions may appear on the special proxy card provided to you by your nominee (also called a "voting instruction form"). Your nominee may offer you different methods of voting, such as by telephone or Internet.

If you hold your shares of common stock in your own name as a holder of record, you may vote in person at the Annual Meeting or instruct the proxy holders named in the enclosed proxy card how to vote your shares by marking, signing, dating, and returning the proxy card in the postage-paid envelope that we have provided to you. If your stock is held in street name (for example, held in the name of a bank, broker, or other holder of record) and you intend to attend the Annual Meeting in person, you must obtain a proxy executed in your favor from your bank, broker or other holder of record to be able to vote at the Annual Meeting.

Proxies that are executed, but do not contain any specific instructions, will be voted "FOR" the election of the nominees for directors specified in this proxy statement and "FOR" the ratification of the appointment of auditors and the non-binding advisory vote on executive compensation. The persons named in the proxy will have authority to vote in accordance with their own discretion on any other matters that properly come before the meeting.

You may vote by any of the following four methods:

(i): Internet. Vote on the Internet atwww.proxyvote.com, the web site for Internet voting. Simply follow the instructions on the Notice, or if you received a proxy card by mail, follow the instructions on the proxy card and you can confirm that your vote has been properly recorded. If you vote on the Internet, you can request electronic delivery of future proxy materials. Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. (EST) on May 14, 2013.
(ii): Telephone.Vote by telephone by following the instructions on the Notice, or if you received a proxy card, by following the instructions on the proxy card. Easy-to-follow voice prompts allow you to vote your stock and confirm that your vote has been properly recorded. Telephone voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. (EST) on May 14, 2013.
(iii): Mail.If you received a proxy card by mail, vote by mail by completing, signing, dating and returning your proxy card in the pre-addressed, postage-paid envelope provided. If you vote by mail and your proxy card is returned unsigned, then your vote cannot be counted. If you vote by mail and the returned proxy card is signed without indicating how you want to vote, then your proxy will be voted as recommended by the Board. If mailed, your completed and signed proxy card must be received by May 14, 2013.
(iv): Meeting.If you are a holder of record, you may attend and vote at the Annual Meeting. If your stock is held in street name (for example, held in the name of a bank, broker, or other holder of record) and you intend to attend and vote in person at the Annual Meeting, you must obtain a proxy executed in your favor from your bank, broker or other holder of record to be able to vote at the Annual Meeting.

The Board recommends that you vote using one of the first three methods discussed above, as it is not practical for most stockholders to attend and vote at the Annual Meeting. Using one of the first three methods discussed above to vote will not limit your right to vote at the Annual Meeting if you later decide to attend in person. If your stock is held in street name (for example, held in the name of a

bank, broker, or other holder of record), you must obtain a proxy, executed in your favor from your bank, broker or other holder of record to be able to vote at the Annual Meeting.

Who may attend the Annual Meeting?

Only Stockholders on the record date are invited to attend the Annual Meeting. Proof of ownership of Warren Resources, Inc.'s common stock, as well as a form of personal identification photo, may be requested in order to be admitted to the Meeting. If you are a Stockholder of record, your name can be verified against our Stockholder list. If you hold your Warren shares in "street name"—for instance, through a broker—you must request a proxy from your broker or other nominee holding your shares in record name on your behalf in order to vote at the meeting (your broker may refer to it as a "legal" proxy). If you own shares in street name and do not obtain a legal proxy, bring your most recent brokerage statement with you to the meeting. We can use that to verify your ownership of Common Stock and admit you to the meeting;however, you will not be able to vote your shares at the meeting without a legal proxy from your broker.

Stockholders will be admitted to the Annual Meeting beginning at 10:30 a.m. No cameras, recording equipment or electronic devices will be permitted in the Meeting and large bags, briefcases or packages may be subject to inspection.

What are the quorum and voting requirements to the actions to be voted upon by Stockholders at the Annual Meeting?

The presence, in person or by proxy, of holders of at least a majority of the total number of outstanding shares of common stock entitled to vote is necessary to constitute a quorum for the transaction of business at the Annual Meeting. As of the record date of March 29, 2013, there were 72,764,572 shares of common stock outstanding.

For proposal 1, the election of directors, the three nominees receiving the greatest number of votes at the Annual Meeting will be elected, even if one or more of them does not receive a majority of the votes cast.

For proposal 2, ratification of the appointment of our independent auditors, the appointment of the auditors will be ratified if a majority of the votes cast at the Annual Meeting are voted "FOR" this proposal.

For proposal 3, the vote concerning Say-On-Pay, represents an advisory vote and the results will not be binding on the Board or the Company. The affirmative vote of a majority of the votes cast "FOR" this proposal at the Annual Meeting will constitute the Stockholders' non-binding approval with respect to our executive compensation programs. The Board will review the voting results and take them into consideration when making future decisions regarding executive compensation.

For any other business that may properly come before the Annual Meeting, the vote of a majority of the shares voted on the matter will constitute the act of the Stockholders on that matter, unless the law, or our articles of incorporation or bylaws, require the vote of a greater number.

How are votes counted?

Each share of common stock is entitled to one vote on each matter submitted to the Stockholders. Abstentions, withheld votes and "broker non-votes" will be counted for purposes of establishing a quorum. Broker non-votes are proxies received from brokers or other nominees holding shares on behalf of their clients who have not received specific voting instructions from their clients with respect to non-routine matters. In counting the votes cast for the election of directors, only those votes cast "FOR" a nominee for director will be counted. You can, however, withhold authority to vote with

respect to any nominee for director. Withheld votes and broker non-votes will not be counted and will have no effect on the outcome of the election of directors.

The proposals to approve the ratification of the appointment of our independent auditors and the non-binding advisory vote on executive compensation will be approved if a majority of the votes cast at the Annual Meeting are voted "FOR" these proposals. Abstentions and broker non-votes are not considered votes cast and, therefore, will have no effect on the outcome of these proposals.

If you hold your shares of common stock in your own name as a holder of record, and you fail to vote your shares, either in person or by proxy, the votes represented by your shares will not affect the vote. If, however, your shares are held in "street name" and you fail to give instructions as to how you want your shares voted, the broker, bank or other nominee may vote the shares in their own discretion on certain routine matters, which for the 2013 Annual Meeting includes only proposal 2, the ratification of the independent auditors.

How many votes must be present to hold the Annual Meeting?

Your stock is counted as present at the Annual Meeting if you attend the Annual Meeting and vote in person or if you properly return a proxy by Internet, telephone or mail. In order for us to hold our Annual Meeting, holders of a majority of our common stock entitled to vote must be present in person or by proxy at the Annual Meeting. This is referred to as a quorum. Abstentions, withheld votes and broker non-votes will be counted as present for purposes of determining a quorum.

What is a broker non-vote?

Rule 452 of the New York Stock Exchange (NYSE), which governs all brokers, permits brokers to vote their customers' stock held in street name on routine matters when the brokers have not received voting instructions from their customers. The NYSE does not, however, allow brokers to vote their customers' stock held in street name on non-routine matters unless they have received voting instructions from their customers. In such cases, the uninstructed shares for which the broker is unable to vote are called broker non-votes.

What routine matters will be voted on at the Annual Meeting?

The ratification of the independent auditors is a routine matter on which brokers may vote in their discretion on behalf of customers who have not provided voting instructions.

Will other matters be voted on at the Annual Meeting?

We are not aware of any other matters to be presented at the Annual Meeting other than those described in this proxy statement. If any other matters not described in the proxy statement are properly presented at the meeting, proxies will be voted in accordance with the discretion of the proxy holders.

Can I revoke my proxy?

You may revoke your proxy at any time before it has been exercised by:

•: Filing a written revocation with the Corporate Secretary at the following address:
Warren Resources, Inc., 1114 Avenue of the Americas, 34th Floor, New York, NY 10036;
•: Filing a duly executed proxy bearing a later date; or
•: Appearing in person and voting by ballot at the Annual Meeting.

Any Stockholder of record as of the record date attending the Annual Meeting may vote in person whether or not they previously have given a proxy, but the presence (without further action) of a Stockholder at the Annual Meeting will not constitute revocation of a previously given proxy. If you have instructed your broker or other nominee to vote your shares, you must follow directions you receive from your broker or other nominee to change your vote.

What other information should I review before voting?

Our Annual Report to Stockholders, including financial statements for the fiscal year ended December 31, 2012, is available onwww.proxyvote.com. The Annual Report, however, is not part of the proxy solicitation material. A copy of our Annual Report on Form 10-K filed with the SEC, including the financial statements, may be obtained without charge by:

•: Accessing Warren's website at www.proxy.warrenresources.com or the EDGAR database at the SEC's website at www.sec.gov, or
•: Writing to Warren Resources, Inc., Investor Relations, Warren Resources, Inc., 1114 Avenue of the Americas, 34th Floor, New York, NY 10036.

Your vote is very important. Please take the time to vote by completing and mailing the proxy card. A postage-prepaid envelope has been provided for your convenience. If your proxy card is returned unsigned, then your vote cannot be counted. If the returned proxy card is signed and dated without indicating how you want to vote, then your proxy will be voted as recommended by the Board of Directors.

How can I reduce my Company's expenses and conserve natural resources by electing to receive my proxy materials electronically in the future?

You can request electronic delivery of our proxy statement and annual report if you are a Stockholder of record or if you hold your shares in street name. In fact, we encourage you to request electronic delivery of these documents if you are comfortable viewing documents online, because it saves us the expense of printing and mailing the materials to you and helps conserve environmental resources. Stockholders who sign up to receive proxy materials electronically will receive an e-mail with links to the proxy materials, which may give them faster delivery of the materials and will save money for our Company and our Stockholders. Your e-mail address will be kept separate from any other Company operations and will be used for no other purpose.

If you would like to sign up to receive our proxy statement and annual report electronically in the future, you can choose this option by:

•: following the instructions provided on your proxy card or voting instruction form; or
•: going towww.proxyvote.com and following the instructions provided.

If you choose to view future proxy statements and annual reports over the Internet, you will receive an e-mail message next year containing a link to the Internet website where you can access our proxy statement and annual report. The e-mail also will include instructions for voting over the Internet. Your election is permanent unless you revoke it later.

What are the "notice and access" rules and how do they affect the delivery of the proxy materials?

The SEC's notice and access rules allow us to deliver proxy materials to our Stockholders by posting the materials on an Internet website, notifying Stockholders of the availability of the proxy materials on the Internet and sending paper copies of proxy materials upon Stockholder request. We believe that the notice and access rules allow us to use Internet technology that many Stockholders prefer, continue to provide our Stockholders with the information they need and, at the same time,

assure more prompt delivery of the proxy materials. The notice and access rules also lower our cost of printing and delivering the proxy materials and minimize the environmental impact of printing paper copies.

Where can I find the voting results of the meeting?

We will announce voting results at the meeting, and we will publish the unofficial results in a Current Report on Form 8-K within four business days following the meeting. You can get a copy of this and other reports free of charge on the Company's website at warrenresources.com, or by contacting our Investor Relations Department at (212) 697-9660.

ITEM 1—ELECTION OF DIRECTORS

Director Nomination Process

The Company's Corporate Governance Guidelines state that the Corporate Governance Committee shall, for positions on the Board of Directors, apply the qualification guidelines set forth below. The Corporate Governance Committee of the Board of Directors reviews possible candidates for the Board and recommends the nominees for Directors to the Board for approval. The Board has adopted general criteria for Nomination to the Board of Directors. These criteria describe specific traits, abilities and experience that the Corporate Governance Committee and the Board look for in determining candidates for election to the Board, including:

Qualifications of the Board as a Whole

The Corporate Governance Committee seeks to identify the personal characteristics needed in a director nominee so that the Board as a whole will possess the qualifications set forth in the Corporate Governance Guidelines. These qualifications include:

1.: personal and professional integrity and high ethical standards;
2.: good business judgment;
3.: an excellent reputation in the industry in which the nominee or director is or has been primarily employed;
4.: a sophisticated understanding of our business or similar businesses;
5.: curiosity and a willingness to ask probing questions of management;
6.: the ability and willingness to work cooperatively with other members of the Board and with the Chief Executive Officer ("CEO") and our other members of senior management; and
7.: the ability and willingness to support us with his preparation for, attendance at and participation in Board meetings.

Individual Qualifications

The Corporate Governance Committee also seeks to compile, through such means as the Committee considers appropriate, a list of potential director nominees thought to possess the individual qualifications identified in the Corporate Governance Guidelines; including without limitation:

•

other Board service (both prior and current)

•

oil and gas company expertise

•

current or former experience as CEO of a public company

•

government relations experience

•

public company executive service (both prior and current)

•

marketing/commodity risk management experience

•

financial expertise

•

manufacturing/operations experience

The Corporate Governance Committee annually considers the size, composition and needs of the Board in light of these criteria and accordingly considers and recommends candidates for membership on the Board. The Corporate Governance Committee considers suggestions from many sources, including shareholders, regarding possible candidates for Directors.

Our by-laws provide for the annual election of directors. Our by-laws also provide that the number of directors shall be determined by the Board, which has set the number at eleven. Currently, the

Board has eight directors elected and serving and three vacancies, which vacancies shall continue after the 2013 Annual Meeting. The Board of Directors of Warren is divided into three classes of directors for purposes of election. One class of directors is elected at each annual meeting of Stockholders to serve for a three-year term.

At the 2013 meeting, the terms of three existing directors are expiring, Mr. Anthony L. Coelho, Mr. Dominick D'Alleva and Mr. Espy P. Price. If elected at this meeting, these directors will hold office until the expiration of their terms at the 2016 annual meeting or until the respective director's successor has been duly elected and qualified or the director's earlier resignation, death or removal. Those directors not up for election this year will continue in office for the remainder of their terms.

Unless otherwise instructed, the proxies received will be voted for the nominees named below to serve as directors. We have no reason to believe that any of the nominees will be unable or unwilling for good cause to serve if elected. If a nominee is unavailable for election, then the proxies will be voted for the election of another nominee proposed by the Corporate Governance Committee or, as an alternative, the Board may reduce the number of directors to be elected at the meeting. Each director holds office until his or her successor has been duly elected and qualified or the director's earlier resignation, death or removal.

Directors are elected by a plurality of the votes of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. Therefore, the three nominees receiving the greatest number of votes will be elected as directors.

The Board of Directors currently consists of eight Directors. The Directors currently are divided into three classes, consisting of three members whose terms expire at the Annual Meeting, two members whose terms expire at the 2014 annual meeting of stockholders and three members whose terms expire at the 2015 annual meeting of stockholders.

Background information with respect to the Board of Directors and nominees for election as Directors appears below. See "Security Ownership of Certain Beneficial Owners and Management" for information regarding such persons' holdings of equity securities of the Company.

Name	Age	Director Since	Position

Philip A. Epstein	56	2012	Chairman of the Board and Chief Executive Officer
Chet Borgida	68	2003	Director
Anthony L. Coelho	70	2001	Director
Dominick D'Alleva	61	1992	Director
Leonard A. DeCecchis	64	2006	Director
Thomas Noonan	74	1997	Director
Espy P. Price	71	2007	Director
Marcus C. Rowland	60	2012	Director

At the Meeting, three Directors will be elected, each to hold office for a term of three years and until his or her successor is elected and qualified. Anthony L. Coelho, Dominick D'Alleva and Espy P. Price are nominees for election as Directors at the Meeting, each to hold office for a term of three years until the annual meeting of stockholders to be held in 2016. The terms of Philip A. Epstein, Leonard DeCecchis and Thomas Noonan expire in 2015, and the terms of Chet Borgida and Marcus C. Rowland expire in 2014. Each of the nominees has consented to serve, if elected. However, if any nominee is unable to stand for election, proxies may be voted for a substitute designated by the Board of Directors.

Mr. James M. McConnell (deceased) was also a member of the Board during fiscal 2012, having joined the Board in 2007. Mr. Michael R. Quinlan was a Board member during 2012 until his resignation on October 4, 2012.

The three nominees for election as directors and the other directors whose terms of office continue after the meeting have provided the following information about themselves.

DIRECTORS NOMINATED THIS YEAR FOR TERM EXPIRING IN 2016

Anthony L. Coelho, age 70, joined our Board as an independent director in May 2001 and serves on the Compensation Committee, which he chairs, and the Corporate Governance Committee of the Board. From December 2000 to the present, Mr. Coelho has devoted his time to serving on the boards of directors listed below and as an independent consultant and adviser. From 1998 through November 2000, he served as the General Chairman for the U.S. Presidential campaign of Vice President Al Gore. From 1995 to 1998, he was Chairman and Chief Executive Officer of ETC w/tci, Inc. an education and training technology company in Washington, D.C. and from 1990 to 1995, he served as President and CEO of Wertheim Schroeder Investment Services, Inc. From 1978 to 1989, he served five terms in the U.S. Congress, representing the State of California as a member of the U.S. House of Representatives. During his congressional terms, he served as Democratic Majority Whip from 1987 to 1989 and authored the Americans with Disabilities Act. Congressman Coelho was also appointed chairman of the President's Committee on the Employment of People with Disabilities by President Clinton. Congressman Coelho has served on a number of corporate boards. In the last five years he has served on the boards CepTor Corporation, Cyberonics, Inc., Stem Cell Innovation, Inc., Universal Access Global Holdings, Inc, and since 1991, he has been a member of the Board of Service Corporation International, a publicly traded company. Congressman Coelho earned a Bachelor of Arts degree in Political Science from Loyola Marymount University in 1964.

Dominick D'Alleva, age 61, has been a director since June 1992 and serves as Lead Director and on the Compensation, Audit and Corporate Governance Committees of the Board. He is the chair of the Corporate Governance Committee. He was our Secretary until 2002 and became an independent director thereafter. Additionally, from 1995 to the present, he has been a principal with D and D Realty Company, LLC, a privately owned New York limited liability company involved in the acquisition and financing of real estate. From 1986 to 1995, he was engaged in residential New York City real estate for his own account and as general counsel to various real estate acquisition firms, where he negotiated contracts for the acquisition and financing of commercial real estate. From 1983 to 1985, he served as Executive Vice President, Director and General Counsel of Swanton Corporation, which engaged in energy, retail and financial services businesses. From 1980 to 1983 he was Associate Counsel of Damson Oil Corporation. From 1977 to 1980 he was an associate with Simpson, Thatcher & Bartlett specializing in securities and corporate law. Mr. D'Alleva received a Bachelor of Arts degree Summa Cum Laude from Fordham University in 1974 and earned his Juris Doctor degree with honors from Yale University in 1977.

Espy P. Price, age 71, has been an independent director since May 2007 and serves on the Compensation Committee. Mr. Price retired in late 1999 as Vice President and General Manager of Chevron's Mid-Continent Business Unit, where he was responsible for all onshore USA exploration and production. From 1992 to 1996, he was Vice President of Chevron Overseas Petroleum, Inc., where he was responsible for Chevron's joint venture in the Republic of Kazakhstan. From 1990 to 1992, he was Vice President of Chevron's Gulf of Mexico Business Unit. From 1985 to 1990, he was employed at P.T. Caltex Pacific Indonesia, where he was Executive Vice President and Managing Director. From 1965 to 1985, he held various petroleum engineering positions with Chevron. Mr. Price earned a Bachelor of Science in Petroleum Engineering in 1963 and a Master of Science in Petroleum Engineering in 1969 from the University of Southwestern Louisiana.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE FOREGOING NOMINEES TO SERVE AS A DIRECTOR.

Although they are not being voted upon this year, the Company has the following current directors:

CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2015

Philip A. Epstein, age 56, was elected our Chief Executive Officer and Chairman of the Board of Directors in December 2012. Mr. Epstein has over 20 years of experience as a senior executive in the global oil and gas industry. In 1992, he played an active role in the founding of Belco Oil & Gas Corp. ("Belco") and served in senior executive positions. Belco was a leading independent oil and gas company with operations initially focused on tight gas sand reservoirs in the Moxa Arch trend of Southwest Wyoming and horizontal drilling in the Austin Chalk trend of Texas. Belco grew in four years to $105 million of EBITDA and was taken public on the NYSE in a 1996 initial public offering valuing the company at $600 million. In 1997, Belco acquired Coda Energy, Inc., a Permian Basin and Mid-Continent oil producer specializing in secondary oil recovery operations, in a $324 million transaction. In 2001, Belco merged in a stock swap with Westport Resources Corporation. Following Belco, Mr. Epstein co-founded and formerly served as a managing partner of Calypso Energy LLC, a privately held international oil and gas company, which manages oil and gas drilling funds focused on the Mid-Continent and Gulf Coast areas of the United States. In 2002, Mr. Epstein also expanded into the renewable energy area co-founding Superior Renewable Energy LLC, a leading wind energy developer with projects in California, New Mexico, South Dakota and Texas. Superior was sold to Babcock & Brown in 2006 in an all-cash transaction. From 1988 to 1992, Mr. Epstein practiced corporate finance and M&A law at Fried Frank Harris Shriver & Jacobson. He holds a bachelor's degree from the University of Chicago, a master's (Oxon) in politics and economics from Oxford University and a juris doctor from Northwestern University Law School. Mr. Epstein formerly served as special advisor to the International Family AIDS Program and is a past Director of the Juvenile Diabetes Research Foundation (NY Chapter).

Leonard DeCecchis, age 64, joined the board in September 2006 as an independent director and serves on the Audit Committee and the Corporate Governance Committee of the Board. Mr. DeCecchis retired from Prestone Products Corporation, where he was Executive Vice President and Chief Financial Officer of Prestone Products Corporation and a member of its board of directors until June 1999, and has been an investor in real estate and numerous business ventures since that time. In 1994, Mr. DeCecchis participated in a management buyout of Prestone antifreeze and other car care products from First Brands Corporation, a NYSE company. The new Prestone management team was successful in growing sales and doubling operating income within three years. In 1997, the company was sold to Allied Signal Corporation. From 1986 to 1994, Mr. DeCecchis was Vice President and Treasurer of First Brands Corporation, which had also been a management buyout of the automotive and home products divisions of Union Carbide Corporation. Mr. DeCecchis joined Union Carbide in 1974 and held numerous positions in auditing, treasury and financial reporting. In 1971, Mr. DeCecchis began his career at Peat Marwick Mitchell & Co. Mr. DeCecchis received a Bachelor's degree from Pace University in 1971 and a Master of Business Administration from Fordham University in 1979. He was previously a Certified Public Accountant in New York.

Thomas G. Noonan, age 74, joined the Board as a director in November 1997 and until March 16, 2006, served on the Compensation Committee of the Board. From 1980 to 1997, he served as Manager of Quality Assurance for Mars, Inc., an international food and candy company. From 1961 to 1979, he was a microbiologist for the Environmental Department of the State of New York. Mr. Noonan's tenure at the New York State Health Dept. and M/M Mars has afforded him experience in the areas of environmental health, risk and crisis management, quality assurance system design implementation and monitoring, facility inspection, regulatory affairs and facility certification. Mr. Noonan received a

Bachelor of Science degree from Fordham University in New York in 1959. He is the brother-in-law of Mr. Norman F. Swanton.

CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2014

Chet Borgida, age 68, was elected to the Board of Directors in November 2003 as an independent director and also serves as a member of our Audit Committee, which he chairs, and our Compensation Committee. Mr. Borgida has more than 30 years of domestic and international management experience in auditing and advising retail, distribution and media businesses. He was a partner at Grant Thornton LLP (Warren's independent auditors) from 1977 to 2001. While at Grant Thornton LLP, Mr. Borgida had no involvement in the review or preparation of Warren's audited financial statements. From 2002 until 2005 when it was acquired by another company, he was a Director and Audit Committee Chair of Correctional Services Corp., a NASDAQ listed company. From 2007 until December 2009 when it was acquired by another company, Mr. Borgida was a director of MTS Medication Technologies, Inc., a NASDAQ listed company, of which he was appointed lead director in 2009 and a member of the Audit Committee. He graduated from Hunter College with a Bachelor Degree in Business Science in 1967. Mr. Borgida is a retired Certified Public Accountant.

Marcus C. Rowland, age 60, was elected to the Board of Directors in December 2012. Mr. Rowland is the former Executive Vice President and Chief Financial Officer of Chesapeake Energy Corporation, where he worked for 18 years. Recently, he served as the Chief Executive Officer at FTS International, Inc. (formally Frac Tech International, LLC). He served as the President and Chief Financial Officer of Frac Tech Services, LLC and Frac Tech International, LLC from November 2010 to May 2011. Mr. Rowland served as the Chief Financial Officer of Chesapeake Energy Corporation from 1993 to August 2010, Executive Vice President of Finance from 1998 to August 2010, Senior Vice President from 1997 to 1998 and Vice President of Finance from 1993 to 1997. Mr. Rowland served as Chief Operating Officer of Anglo-Suisse, LP from 1990 to 1993, assigned to the White Nights Russian Enterprise, a joint venture of Anglo-Suisse, LP and Phibro Energy Corporation, a major foreign operation which was granted the right to engage in oil and gas operations in Russia. Mr. Rowland is a Certified Public Accountant. He graduated from Wichita State University in 1975.

Director Nominees' Qualifications

The Corporate Governance Committee found that each of the Director nominees possesses the following experience, qualifications, attributes and skills that, combined with those qualifications identified above, led the Committee to conclude that such nominee should be recommended for re-election and continue to serve as a member of our Board:

Dominick D'Alleva

•: As a member of the Board of Directors since 1992, he brings significant historical knowledge and strategic experience.
•: As a former officer and general counsel of two oil and gas companies, he brings significant experience in the oil and natural gas industry.
•: As an attorney, Mr. D'Alleva brings legal expertise.

Anthony L. Coelho

•: As a five term U.S. Congressman, representing the State of California, former Democratic Majority Whip and General Chairman for the U.S. Presidential campaign of Vice President Al Gore, he brings significant government relations experience.

•: As a staffer and Member of Congress from 1965 to 1989, Mr. Coelho worked on oil and gas issues in his Congressional District, including service on the House Interior and Insular Affairs Committee, which oversees all federal public lands.
•: As a former President and CEO of Wertheim Schroeder Investment Services, Inc., he brings significant expertise and experience in finance, investment banking and credit/financial analysis.
•: As member of the board of directors and committees Ripplewood Holdings, LLC and Service Corporation International, publicly traded companies, he brings experience and expertise serving on public company boards.

Espy P. Price

•: As a former officer of a major integrated oil and gas company, he is well suited to inform the board of significant strategic matters.
•: As formerly the Vice President and General Manager of Chevron's Mid-Continent Business Unit, where he was responsible for all onshore USA exploration and production, he brings significant experience in the oil and natural gas industry, including membership in the Society of Petroleum Engineers.
•: As an engineer, holding a Bachelor of Science degree and a Master of Science degree in Petroleum Engineering he brings technical expertise.

Continuing Directors' Qualifications

The Corporate Governance Committee found that each of the continuing Directors with terms expiring in 2014 and 2015 possesses the following experience, qualifications, attributes and skills that combined with those qualifications identified above:

Philip A. Epstein

•: As our Chairman of the Board and CEO, he brings business leadership, knowledge and strategic experience and is well suited to serve as a link between board and management.
•: As a former executive officer of a NYSE listed oil and gas exploration and production company, he brings significant expertise and experience in oil and gas acquisitions, investment banking and financial analysis.
•: He brings 25 years of significant experience in the oil and natural gas industry.
•: As an attorney, he brings significant legal and financial expertise and experience in the preparation and review of contracts, disclosure documents and financial statements.

Chet Borgida

•: Having more than 30 years of domestic and international management experience in auditing and advising businesses as a partner of a major international certified public accounting firm, he brings to the Board extensive financial, accounting and consulting expertise, including a deep understanding of accounting principles and financial reporting rules and regulations.
•: As a retired Certified Public Accountant, he brings significant financial expertise and experience in the preparation and review of financial statements and disclosure documents.
•: As prior member of the board of directors of two public companies, which were sold, where he also on the Audit Committees, he brings experience and expertise serving on public company boards.

Leonard DeCecchis

•: As former Executive Vice President and Chief Financial Officer of Prestone Products, Inc., he brings significant financial expertise and experience in the preparation and review of financial statements and disclosure documents.
•: As a former board member of Prestone Products, Inc., he brings experience and expertise serving on corporate boards.
•: As the former Vice President and Treasurer of First Brands Corporation, where he had also participated in a management buyout of the automotive and home products divisions of Union Carbide Corporation, he has substantial experience in financial statements and corporate sales transactions.
•: As a former Certified Public Accountant, he brings significant financial expertise and experience in the preparation and review of financial statements and disclosure documents.

Thomas Noonan

•: As an executive with Mars, Inc., he brings more than 30 years of operating and quality assurance experience.
•: Having served in both the public and private sectors he has gained broad experience in environmental and regulatory affairs.
•: Having prior responsibility for facility quality assurance, education and training various inspections and certification, he brings essential assets to the corporation.
•: As a member of the Board of Directors since 1997, he brings significant historical knowledge and strategic experience.

Marcus C. Rowland

•: As a former chief financial officer and senior executive with Chesapeake Energy Corporation, a major independent oil and gas exploration and production company, he brings more than 25 years of significant experience in the oil and natural gas industry.
•: As the former chief executive officer of an oil and gas well services company, he brings significant knowledge to the Board about well services and vendor relationships.
•: As a Certified Public Accountant, he brings significant financial expertise and experience in the preparation and review of financial statements and disclosure documents.

As part of its duties under the Corporate Governance charter, if the Corporate Governance Committee so determines it to be appropriate, it may engage an outside consultant to assist in the search for nominees and to conduct background investigations on all nominees regardless of how nominated. The Corporate Governance Committee shall be responsible for reviewing the resume of each nominee. The Corporate Governance Committee shall be responsible for conducting interviews with the nominees meeting the desired set of qualifications. Following interviews, the Corporate Governance Committee shall compile a short list of nominees (which, at the discretion of the Committee, may consist of a single individual) who may meet, at a minimum, with the Chairman of the Board, the CEO and the Chairman of the Corporate Governance Committee and/or the Lead Director. The Corporate Governance Committee shall be responsible for evaluating the nominee(s) in relationship to the culture of the Company and the Board and its needs.

Minimum Criteria for Board Members

Each candidate must possess at least the following specific minimum qualifications:

•: Each candidate shall be prepared to represent the best interests of all of the Company's Stockholders and not just one particular constituency;
•: Each candidate shall be an individual who has demonstrated integrity and ethics in his/her personal and professional life and has established a record of professional accomplishment in his/her chosen field;
•: No candidate, or family member (as defined in the NASDAQ rules), or affiliate or associate (each as defined in Rule 405 under the Securities Act of 1933, as amended) of a candidate, shall have any material personal, financial or professional interest in any present or potential competitor of the Company; and
•: Each candidate shall be prepared to participate fully in Board activities, including active membership on at least one Board committee and attendance at, and active participation in, meetings of the Board and the committee of which he or she is a member, and not have other personal or professional commitments that would, in the Corporate Governance Committee's sole judgment, interfere with or limit his or her ability to do so.

Additional Desirable Qualities, Skills and Diversity

In addition, the Corporate Governance Committee also considers it desirable that Candidates possess the following qualities or skills:

•: Although the Board does not have a formal diversity policy, each candidate should contribute to the Board's overall diversity—diversity being broadly construed to mean a variety of opinions, perspectives, personal and professional experiences and backgrounds;
•: Each candidate should contribute positively to the existing chemistry and collaborative culture among Board members; and
•: Each candidate should possess professional and personal experiences and expertise relevant to the Company's goal of being a leading exploration and development company. At this stage of the Company's development, relevant experiences might include, among other things, senior level executive experience and relevant senior level expertise in one or more of the following areas—engineering, finance, accounting, sales and marketing, organizational development, information technology and public relations.

CORPORATE GOVERNANCE AND BOARD OF DIRECTORS' MATTERS

Our Board of Directors and management are dedicated to exemplary corporate governance. Good corporate governance is vital to our continued success. Our Board of Directors has adopted the Warren Resources Corporate Governance Guidelines to provide a corporate governance framework for our directors and management to effectively pursue our objectives for the benefit of our Stockholders. The Board reviews and updates these guidelines and the charters of the Board committees at least annually in response to evolving "best practices" and the results of annual Board and committee evaluations. Our Corporate Governance Guidelines, as well as our Code of Ethics and Business Conduct, can be found at www.warrenresources.com by clicking on "Management" and then "Corporate Governance." Stockholders may request a free printed copy of our Corporate Governance Guidelines and our Code of Ethics and Business Conduct by contacting our Corporate Secretary at info@warrenresources.com or by calling (212) 697-9660.

The Board is elected by the Stockholders to oversee their interest in the long-term health and the overall success of the Company's business and its financial strength. The Board serves as the ultimate decision-making body of the Company, except for those matters reserved to or shared with the Stockholders. The Board selects and oversees the members of senior management, who are charged by the Board with conducting the business of the Company.

Board Leadership Structure

The Company's Board structure is currently designed to ensure open communication between the Board and executive management and to provide consistent and effective leadership of both the Board and executive management. As part of this approach, our CEO also serves as Chairman of the Board (Chairman), and works in concert with the rest of our majority-independent Board and the independent Lead Director to oversee the execution of the Company's strategy.

Our By-Laws and Corporate Governance Guidelines currently permit the roles of Chairman and CEO to be separate. Such an approach can be useful when transitioning a new CEO into the combined Chairman and CEO role, and can also potentially provide a backstop to ensure that the talent is available to fill the CEO role should a senior management succession failure occur.

At this time, we believe that a combined Chairman and CEO role is currently the most desirable approach for promoting long-term stockholder value for several reasons:

•: Promotes Unified Approach on Corporate Strategy Development and Execution—Maintaining a combined role enables the Company's CEO to act as a bridge between management and the Board, helping both to act with a common purpose. This also fosters consensus-building and can help prevent divergent views on strategy and tactical execution of a Board-approved vision and strategy at the top levels within the Company;
•: Requires that CEO Recognize Importance of Good Corporate Governance—Maintaining a combined position requires that the CEO's responsibilities include a mastery of good corporate governance, a focus on broad stakeholder interests, and an open channel of communication, all of which enhance the CEO's credibility with the Board and require the CEO to appreciate the vital importance of good governance practices in executing the Company's strategy;
•: Provides Clear Lines of Accountability—A combined position has the practical effect of simplifying the accountability of the executive management team, therefore reducing potential confusion and fractured leadership that could result from reporting to two individuals as opposed to one; and
•: Provides Clear Roadmap for Stockholder/Stakeholder Communications—A combined position provides the Company's stakeholders the opportunity to deal with one versus several points of overall authority, which we believe results in more efficient and effective communications with stakeholders.

While we recognize that there may be compelling arguments to having an independent chairman under any circumstance, the Board has appointed an independent Lead Director, as described in detail below. Our independent Lead Director's duties are already closely aligned with the role of an independent, non-executive chairman. As Lead Director, Mr. D'Alleva's role is to assist the Chairman and the remainder of the Board in assuring effective corporate governance in managing the affairs of the Board and the Company. Mr. D'Alleva works with our Chairman to review all meeting agendas, and presides at executive sessions of the non-employee directors, which are held in conjunction with each regularly scheduled quarterly meeting of the Board and at any other meetings as requested by the directors.

Lead Director

The Board of Directors has elected Mr. D'Alleva as its Lead Director. Executive sessions are held before and after each regularly scheduled quarterly meeting of the Board of Directors and at any other board meetings as requested by the directors. Mr. D'Alleva is also the chair and a member of the Corporate Governance Committee.

Our Board of Directors has established guidelines with respect to the role of our Lead Director. In the absence of an independent chairman, the Lead Director has the following responsibilities:

•: lead executive sessions of the Board's independent or non-management directors, and preside at any session of the Board where the chairman is not present;
•: act as a regular communication channel between our independent directors and the chief executive officer;
•: oversee the scope, quantity and timing of the flow of information from management to the Board;
•: be the representative of the independent directors in discussions with our major Stockholders regarding their concerns and expectations;
•: have the authority to call special Board meetings or special meetings of the independent directors;
•: approve the retention of consultants who report directly to the Board;
•: assist the Board and company officers in assuring compliance with and implementation of the Corporate Governance Guidelines;
•: advise the independent Board committee chairmen in fulfilling their designated roles and responsibilities to the Board;
•: review Stockholder communications addressed to the full Board or to the lead director; and
•: initially interview new Board candidates and make recommendations to the Corporate Governance Committee.

The Board's Role in Risk Oversight

Our Board and management each have distinct roles in the identification, assessment, oversight and management of potential risks that could affect the Company's ability to achieve its strategic and financial objectives. Management is responsible for implementing our financial and business strategies and assessing and managing the risks relating to our Company and its performance under those strategies on a daily basis. Our Corporate Governance Guidelines provide that the Board shall assess major risk factors relating to the Company and its performance, and review measures to mitigate and address such risks. To facilitate effective oversight, the Audit Committee has a standing risk management agenda item and reports to the CEO and the full Board regarding potential risks to the Company, as well as the Company's strategy for managing those risks to an appropriate level, including operational and financial risks. The Audit Committee obtains risk analysis reports from various managers representing cross-functional disciplines. We believe that this structure ensures that our Board is fully aware of, and appropriately oversees, the Company's significant risks.

Communications with Our Board

Individuals may communicate with our Board by writing to:

Board of Directors
Warren Resources, Inc.
1114 Avenue of the Americas
34^th Floor
New York, NY 10036

Communications that are intended specifically for the independent Directors or the Lead Director should be sent to the address above to the attention of the Corporate Secretary. Personnel designated by us will review and create a log of all such correspondence that, in our opinion, deals with the functions of our Board or committees thereof. The Chairman of the Board periodically reviews the log of all such correspondence we receive and determines which items to bring to the attention of the full Board or to any particular Committee of our Board.

Compensation Committee Risk Assessment

The Compensation Committee reviewed an internal risk assessment of the Company's executive and non-executive compensation programs. Based on such review, the Compensation Committee believes that the Company's compensation program does not encourage our executives or our non-executive employees to take excessive risks, is aligned with stockholders' best interests and therefore is not reasonably likely to have a material adverse effect on the Company.

In reaching its conclusions, the Compensation Committee noted that Warren's compensation programs are designed to support and reward appropriate risk taking and include:

•: a proper balance of operating and financial performance measures;
•: short-term and long-term performance periods;
•: significant stock ownership requirements for senior executives;
•: extended vesting schedules; and
•: caps on incentive awards.

The Compensation Committee believes that these factors encourage all of our executives to focus on Warren's sustained long-term performance.

Committees of the Board

The Board of Directors has established the following three standing committees: Audit, Compensation and Corporate Governance. Warren has always taken the issue of corporate governance seriously. The Board is comprised of a majority of independent directors and the Audit Committee, the Corporate Governance Committee and the Compensation Committee are comprised entirely of independent directors.

The table below shows the current membership of each committee of the Board and the number of meetings each committee held in 2012:



Director(1)	Audit	Compensation	Governance

Mr. Borgida	X(2)	X
Mr. Coelho		X(2)	X
Mr. DeCecchis	X		X
Mr. D'Alleva(3)	X	X	X(2)
Mr. Price(4)		X
Mr. Rowland	X
2012 Meetings Held	8	20	21

(1): Mr. Michael R. Quinlan was a Board member until his resignation on October 4, 2012. Additionally, Mr. James McConnell (deceased) was also a member of the Board during fiscal 2012.
(2): Committee Chair.
(3): Serves in the capacity as Lead Director.
(4): On June 1, 2012, Mr. Price became the interim Chief Executive Officer of the Company until he stepped down on December 5, 2012. During that period, he did not serve on the Compensation Committee.

Audit Committee

The Audit Committee is comprised of four independent, non-employee directors. The Audit Committee consists of Messrs. Borgida, DeCecchis, D'Alleva and Rowland. Mr. Borgida is Chairman of the Audit Committee and he, Mr. DeCecchis and Mr. Rowland are deemed by the Company to be "Audit Committee Financial Experts".

The Audit Committee reviews the preparation of and the scope of the audit of our annual consolidated financial statements, reviews drafts of such statements, makes recommendations as to the engagement and fees of the independent auditors, and monitors the functioning of our accounting and internal control systems by meeting with representatives of management and the independent auditors. This committee has direct access to the independent auditors and counsel to Warren and performs such other duties relating to the maintenance of the proper books of account and records of Warren and other matters as the board of directors may assign from time to time.

The purpose of the Audit Committee is to assist the Board in monitoring:

•: the integrity of the Company's financial statements;
•: the Company's compliance with legal and regulatory requirements;
•: the independent auditor's qualifications and independence;
•: the performance of the Company's internal and independent auditors; and
•: the business practices and ethical standards of the Company.

The Audit Committee is also directly responsible for:

•: the appointment, approval of compensation, retention and oversight of the work of the Company's independent auditor, Grant Thornton LLP; and

•: the preparation of the Audit Committee report.

All of the members of the Audit Committee meet the independence requirements of the NASDAQ Stock Market, the Sarbanes-Oxley Act, the Securities Exchange Act and the rules of the SEC adopted thereunder, and the Company's Corporate Governance Guidelines. The Charter of the Audit Committee can be found on our website at warrenresources.com by clicking on "Corporate Responsibility" and then "Audit Committee."

Compensation Committee

The Compensation Committee is comprised of four independent, non-employee directors. The Compensation Committee consists of Messrs. Coelho, Borgida, D'Alleva and Price. Mr. Coelho is the chairman of the Compensation Committee. The Compensation Committee has sole authority to administer our Stock Incentive Plans.

The Compensation Committee is responsible for translating our compensation objectives into a compensation strategy that aligns the interests of our executives with that of our Stockholders. The Compensation Committee has overall responsibility for:

•: approving and evaluating the Company's executive officer compensation plans, policies and programs;
•: retaining compensation or other consultants to assist in the evaluation of executive compensation and otherwise to aid the Compensation Committee in meeting its responsibilities;
•: reviewing the compensation disclosures made in the proxy statement;
•: producing an annual Compensation Committee report, which is set forth below; and
•: approving and evaluating broad-based incentive programs, qualified equity plans and tax-qualified benefit plans to ensure that our compensation philosophy is executed consistently at all salaried levels of the Company.

For a more detailed discussion of the composition and responsibilities of the Compensation Committee and the processes and procedures related to the determination of executive compensation, please see the "Compensation Discussion and Analysis" section of this proxy statement below.

The Charter of the Compensation Committee can be found on our website at warrenresources.com by clicking on "Corporate Responsibility" and then "Compensation Committee."

Corporate Governance Committee

The Corporate Governance Committee is comprised of three independent, non-employee directors. The Corporate Governance Committee consists of Messrs. D'Alleva, Coelho and DeCecchis. Mr. D'Alleva is the chairman of the Corporate Governance Committee.

The Corporate Governance Committee has overall responsibility for:

•: assisting the Board in identifying qualified individuals to become directors;
•: recommending to the Board qualified director nominees for election at the Stockholders' Annual Meeting;
•: evaluating and recommending director compensation, policies and programs to the Board;
•: determining membership on the Board committees;
•: recommending Corporate Governance guidelines to the Board;
•: overseeing of the Company's compliance structure and programs;

•: conducting annual self-evaluations of the Board and the Corporate Governance Committee; and
•: reporting annually to the Board on the CEO succession plan.

The Charter of the Corporate Governance Committee can be found on our website at warrenresources.com by clicking on "Corporate Responsibility" and then "Corporate Governance."

Code of Business Conduct for All Directors, Officers and Employees

The Board has adopted a Code of Business Conduct for all directors, officers and employees. It is the responsibility of every Company director, officer and employee to maintain a commitment to high standards of conduct and ethics. It is the intent of the Code of Business Conduct to inspire continuing dedication to the fundamental principles of honesty, loyalty, fairness and forthrightness. There shall be no waiver of any part of this Code for any director or officer except by a vote of the Board of Directors or a designated Board committee that shall ascertain whether a waiver is appropriate under all the circumstances. In case a waiver of this Code is granted to a director or officer, the notice of such waiver shall be posted on our website at warrenresources.com. A copy of the Code of Business Conduct is available on our website at www.warrenresources.com by clicking on "Corporate Responsibility."

Code of Ethics for Senior Financial Officers

The Board has also adopted a separate Code of Ethics for our chief executive officer, chief financial officer and chief accounting officer ("Senior Financial Officers' Code"). Each of the covered officers has to certify on an annual basis that the officer shall:

•: Act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships;
•: Provide constituents with information that is accurate, complete, objective, relevant, timely and understandable;
•: Comply with all applicable laws, rules and regulations of federal, state and local governments, and other appropriate private and public regulatory agencies;
•: Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing the officer's independent judgment to be subordinated;
•: Respect the confidentiality of information acquired in the course of business except when authorized or otherwise legally obligated to disclose the information, acknowledging that confidential information acquired in the course of business is not to be used for personal advantage;
•: Proactively promote ethical behavior among employees at Warren and as a responsible partner with industry peers and associates;
•: Maintain control over and responsibly manage all assets and resources employed or entrusted to the officer by Warren; and
•: Report illegal or unethical conduct by any director, officer or employee that has occurred, is occurring or may occur, including any potential violations of the Senior Officers' Code or the Code of Business Conduct.

There shall be no waiver of any part of the Senior Financial Officers' Code except by a vote of the Board of Directors or a designated Board committee that shall ascertain whether a waiver is appropriate under all the circumstances. In case a waiver of the Senior Financial Officers' Code is granted, the notice of such waiver shall be posted on our website at www.warrenresources.com. A copy

of the Senior Financial Officers' Code that has been adopted by the Board of Directors is available on our website at www.warrenresources.com by clicking on "Corporate Responsibility."

Affirmative Determinations Regarding Director Independence and Other Matters

In accordance with NASDAQ Stock Market rules, the Board must affirmatively determine the independence of each director. The Board of Directors has determined each of the following directors to be an "independent director" as such term is defined in Rule 5605(a)(2) of the NASDAQ Listing Rules:


Chet Borgida		Leonard DeCecchis
Anthony Coelho		Espy P. Price
Dominick D'Alleva		Marcus C. Rowland

In this proxy statement these six directors are referred to individually as an "Independent Director" and collectively as the "Independent Directors."

The Board of Directors has also determined that each member of the three committees of the Board currently meets the independence requirements applicable to those committees prescribed by the NASDAQ, the Securities and Exchange Commission ("SEC") and the Internal Revenue Service. The Board of Directors has further determined that Chet Borgida, Leonard DeCecchis and Marcus C. Rowland, members of the Audit Committee of the Board of Directors, are "Audit Committee financial experts" as such term is defined in Item 407(d)(5)(ii) of Regulation S-K promulgated by the SEC.

Stockholder Participation in the Selection of Director Nominees

The Corporate Governance Committee did not receive any names of individuals suggested for nomination to the Company's Board of Directors by its Stockholders during the past year. However, the Board will consider individuals identified by Stockholders on the same basis as nominees identified from other sources. Stockholders wishing to submit the name of an individual for consideration must submit the recommendation in writing to the Company's Corporate Secretary at the Company's principal executive offices, including:

•: the name, address and comprehensive biography of the director nominee and an explanation of why the nominee is qualified to serve as a director;
•: the name, address and telephone number of the Stockholder or group of Stockholders making the recommendation, proof of ownership, number of shares and length of time the shares of the Company's voting securities have been beneficially owned by the Stockholder or group of Stockholders, and a representation that the Stockholder or group of Stockholders is entitled to and will remain entitled to vote at the Company's next Annual Meeting; and
•: a letter in writing from the individual being recommended certifying his or her willingness to serve, if elected as a director.

Nominations must be received no earlier than the close of business on the 120th day prior to, and no later than the close of business on the 90th day prior to, the first anniversary of our last Annual Meeting. The Board has set February 15, 2014 as the latest date when nominations must be made by Stockholders for our 2014 Annual Meeting of Stockholders.

Meetings of the Board of Directors

During 2012, the Board of Directors met 7 times. All of the directors attended each meeting in person or telephonically.

Non-Employee Director Meetings

Pursuant to the Company's Corporate Governance Policies, non-employee directors may meet in non-employee director or committee sessions at the discretion of the non-employee directors. If any non-employee directors are not independent, then the independent directors shall schedule an independent director session at least once per year. The chair of the Audit, Compensation or Corporate Governance Committee leads non-employee board and committee sessions and the independent director sessions and the leader of these sessions is chosen by the non-employee directors and independent directors, respectively, based on who is the most knowledgeable and appropriate leader given the subject of the meeting. The session leader can retain independent consultants and schedule meetings. The non-employee directors met in executive session 7 times in 2012.

Compensation of Directors

Non-employee directors receive a combination of cash and stock-based compensation designed to attract and retain qualified candidates to serve on the Board. In setting director compensation, the Board considers the significant amount of time that directors spend in fulfilling their duties to the Company and its Stockholders as well as the skill level required by the Company's Board members. Directors who are also employees of Warren receive no additional compensation for their services as directors.

Non-employee director compensation for 2012 was as follows:

•: annual retainer fee of $40,000 and reimbursement for travel expenses and other out-of-pocket costs incurred in connection with attending Board and committee meetings;
•: annual retainer fee of $15,000 for the chairman of the Audit Committee and $10,000 for the chairman of the corporate governance and Compensation Committee;
•: upon becoming a member of the Board, options to purchase 15,000 shares of our common stock, having an exercise price at the then current fair market price on the date of grant for a period of five years, with 1/3^rd of the options vesting and becoming exercisable on each of the first three anniversaries after the date of grant;
•: an annual grant of 15,000 stock options to acquire shares of our common stock, having an exercise price at the then current fair market price on the date of grant for a period of five years, with 1/3^rd of the options vesting and becoming exercisable on each of the first three anniversaries after the date of grant, or a corresponding fair value of restricted stock units; and
•: $2,500 for each Board meeting attended, $2,000 for each Audit Committee meeting attended and $1,500 for each Corporate Governance and Compensation Committee meeting attended.

Additionally, as a result of the additional work performed during the CEO leadership transition during 2012, the non-employee directors received a special grant of options on December 7, 2012 to purchase 30,000 shares of our common stock, having an exercise price of $2.74 per share, exercisable for a period of five years, with 1/3^rd of the options vesting and becoming exercisable on each of the first three anniversaries after the date of grant.

Director Compensation for 2012

The following table sets forth information concerning total director compensation during the 2012 fiscal year for each non-employee director.

Name(1)	Fees Earned or Paid in Cash ($)	Stock Awards ($)(2)	Option Awards ($)(3)	Total ($)

Chet Borgida	142,000	0	63,450	205,450
Anthony L. Coelho	140,500	0	63,450	203,950
Dominick D'Alleva	149,500	22,350	41,100	212,950
Leonard DeCecchis	102,000	22,350	41,100	165,450
James McConnell(4)	95,000	22,350	41,100	158,450
Thomas Noonan	59,000	0	63,450	122,450
Espy P. Price	69,500	22,350	0	91,850
Michael R. Quinlan(5)	83,500	0	22,350	105,850
Marcus C. Rowland(6)	2,500	0	21,150	23,650

(1): Philip A. Epstein, our CEO, is not included in this table as he is our employee and thus receives no compensation for serving as a Director.

(2): The amounts included in the "Stock Awards" column represent the aggregate grant date value computed in accordance with FASB ASC Topic 718. At December 31, 2012, only four non-employee directors (Dominick D'Alleva, Leonard DeCecchis, James McConnell and Espy Price) held Stock Awards.
(3): The amounts included in the "Option Awards" column represent the aggregate grant date value computed in accordance with FASB ASC Topic 718. As of December 31, 2012, each of the non-employee directors had aggregate outstanding stock options as follows: Mr. Borgida—35,891 vested and exercisable stock options and 58,333 unvested stock options that vest in 2013, 2014 and 2015; Mr. Coelho—35,891 vested and exercisable stock options and 58,333 unvested stock options that vest in 2013, 2014 and 2015; Mr. D'Alleva—35,891 vested and exercisable stock options and 43,333 unvested stock options that vest in 2013, 2014 and 2015 and 7,680 shares of restricted stock that vest in 2013, 2014 and 2015; Mr. DeCecchis—30,891 vested and exercisable stock options and 33,333 unvested stock options that vest in 2013, 2014 and 2015 and 12,980 shares of restricted stock that vest in 2013, 2014 and 2015; Mr. Noonan—37,856 vested and exercisable stock options and 58,333 unvested stock options that vest in 2013, 2014 and 2015; Mr. Price—30,891 vested and exercisable stock options and 3,333 unvested stock options that vest in 2013, 2014 and 2015 and 12,980 shares of restricted stock that vest in 2013, 2014 and 2015; and Mr. Rowland—15,000 stock options that vest in 2013, 2014 and 2015.
(4): Mr. James M. McConnell (deceased) was also a member of the Board during fiscal 2012. At December 31, 2012, Mr. McConnell had 34,391 vested and exercisable stock options and 38,333 unvested stock options that vest in 2013, 2014 and 2015 and 10,330 shares of restricted stock that vest in 2013, 2014 and 2015. As a result of Mr. McConnell's death 31,667 of his unvested stock options and 6,445 shares of his unvested restricted stock terminated.
(5): Mr. Michael R. Quinlan retired from the Board on October 4, 2012. Mr. Quinlan had 57,080 vested and exercisable stock options and 28,333 unvested stock options that vest in 2013, 2014 and 2015. As a result of Mr. Quinlan's retirement 28,333 of his unvested stock options terminated.
(6): Mr. Marcus C. Rowland became a director on December 20, 2012.

SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of March 29, 2013, there were 72,764,572 shares of Warren common stock outstanding entitled to vote at the meeting. Each of these shares is entitled to one vote. The information provided below summarizes the beneficial ownership of officers and directors of the Company, officers and directors as a group and owners of more than 5% of outstanding common stock. "Beneficial ownership" generally includes those shares of common stock someone has the power to vote, sell or acquire within 60 days. It includes common stock that is held directly and also shares held indirectly through a relationship, a position as a trustee or under a contract or understanding.

Directors and Executive Officers

As of March 29, 2013, the directors and executive officers of the Company beneficially owned, in the aggregate, 1,850,597 shares of Warren common stock (approximately 2.5% of the outstanding shares entitled to vote at that time).

Name of Beneficial Owner	Shares of Common Stock Beneficially Owned	Percent of Ownership

Philip A. Epstein(1)	10,000	*
Timothy A. Larkin(2)	624,417	*
David E. Fleming(2)	152,709	*
Stewart P. Skelly(2)	239,686	*
Dominick D'Alleva(2)	475,830	*
Chet Borgida(2)	65,557	*
Anthony L. Coelho(2)	66,057	*
Leonard DeCecchis(2)	95,417	*
Thomas G. Noonan(2)	48,155	*
Espy P. Price(2)	62,767	*
Marcus C. Rowland(2)	10,000	*

All directors and executive officers as a group (11 persons)(2)	1,850,597	2.5%

*

Less than one percent.

(1)

Mr. Epstein's employment agreement dated December 5, 2012 provides for the issuance of performance-based equity awards of 1,390,000 restricted shares of Common Stock ("Restricted Shares") that vest, if at all, based on the average closing trading price ("ACTP") of Warren Resources, Inc.'s Common Stock over any period of thirty (30) consecutive trading days (a "Thirty Day Period") occurring during the period commencing on December 5, 2012 with respect to 695,000 Restricted Shares and on January 2, 2013 with respect to another 695,000 Restricted Shares (collectively, the "Effective Dates") and ending on the last business day occurring before the fifth anniversary of the Effective Dates (the "Performance Period") as follows: (i) 231,666 Restricted Shares on the first day that the ACTP for any Thirty Day Period equals or exceeds $4.00, and (ii) an additional 193,056 Restricted Shares on the first day that the ACTP for any Thirty Day Period equals or exceeds any higher whole dollar increment ranging from $5 to $10.

(2)

Amount excludes certain unvested stock options exercisable at $2.75 per share for five years granted on March 12, 2013, which remainder vests 1/3^rd on March 12 of each 2014, 2015 and 2016. The amount of options granted on March 12, 2013, were: 130,000 for Mr. Larkin and 75,000 for Mr. Fleming. Also, excludes 25,000 shares of unvested restricted stock that was granted to Mr. Skelly on March 12, 2013.

Excludes 15,000 stock options exercisable at $2.80 per share issued to Mr. Rowland on December 20, 2012, which vest 1/3^rd on December 20 of each year 2013, 2014 and 2015.

Also, excludes certain unvested stock options exercisable at $2.74 per share for five years granted on December 7, 2012, which remainder vests 1/3^rd on December 7 of each 2013, 2014 and 2015. The amount of unvested options that were granted to the referenced persons on March 3, 2011 are 30,000 for each of Chet Borgida, Dominick D'Alleva, Anthony Coelho, Leonard DeCecchis and Thomas Noonan.

Also, excludes unvested restricted stock granted on May 2, 2012, which remainder vests 1/3^rd on May 2, 2014 and 2015. The amount of unvested restricted stock that was granted to the referenced

persons on May 1, 2012 is: 41,642 shares for Mr. Larkin; 20,480 shares for Mr. Fleming; 25,600 shares for Mr. Skelly; and 5,120 shares for each of Mr. D'Alleva, Mr. DeCecchis and Mr. Price

Also, excludes certain unvested stock options exercisable at $2.91 per share for five years granted on May 2, 2012, which remainder vests 1/3^rd on March 2 of each 2014 and 2015. The amount of unvested options that were granted to the referenced persons on March 3, 2011 are 10,000 for each of Chet Borgida, Anthony Coelho and Thomas Noonan.

Also, excludes unvested restricted stock granted on March 4, 2011, which remainder vests 1/3^rd on March 4, 2014. The amount of unvested restricted stock that was granted to the referenced persons on March 4, 2011 is: 22,967 shares for Mr. Larkin; 10,600 shares for Mr. Fleming; 12,367 shares for Mr. Skelly; and 2,650 shares for Mr. DeCecchis and Mr. Price.

Also, excludes certain unvested stock options exercisable at $4.22 per share for five years granted on March 3, 2011, which remainder vests 1/3^rd on March 3 of each 2013 and 2014. The amount of unvested options that were granted to the referenced persons on March 3, 2011 are 5,000 for each of Chet Borgida, Dominick D'Alleva, Anthony Coelho and Thomas Noonan.

Also, excludes certain unvested stock options exercisable at $3.08 per share for five years granted on May 19, 2010, which remainder vests 1/3^rd on May 19, 2013. The amount of unvested options that were granted to the referenced persons on May 19, 2010 are 1,667 for each of Chet Borgida, Anthony Coelho, Dominick D'Alleva, Len DeCecchis, Espy Price and Thomas Noonan.

Certain Beneficial Owners

The following table shows the beneficial owners of more than five percent of the Company's common stock as of December 31, 2012, based on information filed with the SEC on or before March 29, 2013.

Name of Beneficial Owner	Shares of Common Stock Beneficially Owned	Percent of Ownership

BlackRock, Inc.(1)	4,903,907	6.83%
Manulife Financial Corporation(2)	10,039,274	13.97%
Vanguard Group, Inc.(3)	3,785,317	5.26%

Total	18,728,498	26.06%

(1): Based on its Schedule 13G/A filed February 5, 2013 with the SEC with respect to its securities as of December 31, 2012, BlackRock, Inc. has its principal office at 40 East 52^nd Street, New York, NY 10022. BlackRock, Inc. states that it has sole voting power as to 4,903,907 shares, and sole dispositive power as to 4,903,907 shares.
(2): Based on its Schedule 13G/A filed February 13, 2013 with the SEC with respect to its securities as of December 31, 2012, this filing was made on behalf of Manulife Financial Corporation ("MFC") and MFC's indirect, wholly-owned subsidiaries, MFC Global Investment Management (U.S.A.) Limited ("MFC Global (U.S.A.)") and MFC Global Investment Management (U.S.), LLC ("MFC Global (U.S.)"), and is also made on behalf of John Hancock Global Opportunities Fund ("JH Global Fund"). The principal business offices of MFC and MFC Global (U.S.A.) are located at 200 Bloor Street East, Toronto, Ontario, Canada, M4W 1E5. The principal business office of MFC Global (U.S.) is located at 101 Huntington Avenue, Boston, Massachusetts 02199. The principal business office of JH Global Fund is located at 601 Congress Street, Boston, Massachusetts 0221. Manulife Asset Management (US) LLC has beneficial ownership of 10,039,274 shares of Common Stock, of which JH Global Fund owns directly 5,769,873 shares. MFC states that Manulife Asset

Management (US) LLC has sole voting power as to 10,039,274 shares and sole dispositive power as to 10,039,274 shares.

(3): Based on its Schedule 13G filed February 11, 2013 with the SEC with respect to its securities as of December 31, 2012, The Vanguard Group, Inc. has its principal office at 100 Vanguard Boulevard, Malvern, PA 19355. Vanguard states that it beneficially owns 3,785,317 shares, has sole voting power as to 106,839 shares, sole dispositive power as to 3,678,478 shares and shared dispositive power as to 106,839 shares.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company's directors and executive officers, and persons who beneficially own more than 10% of the Common Stock, to file with the SEC initial reports of beneficial ownership ("Form 3") and reports of changes in beneficial ownership of Common Stock and other equity securities of the Company ("Form 4"). Executive officers, directors and greater than ten percent Stockholders of the Company are required by SEC rules to furnish to the Company copies of all Section 16(a) reports that they file. To the Company's knowledge, based solely on a review of the copies of such reports furnished to the Company and written representations that no other reports were required, the Company believes that all reporting obligations of the Company's officers, directors and greater than ten percent Stockholders under Section 16(a) were satisfied during the year ended December 31, 2012.

EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

Biographical information concerning the executive officers of the Company as of March 29, 2013 is set forth below. Biographical information concerning Norman F. Swanton is set forth above under the caption "Warren Resources Board of Directors."

Timothy A. Larkin, age 50, has served as our Executive Vice President and Chief Financial Officer since March 2004. From January 1995 to March 2004, he was the Company's Senior Vice President and Chief Financial Officer. From 1991 to 1994, he served as Accounting Manager of Palmeri Fund Administrators, Inc., a consulting company providing accounting and investment advisory support to publicly reporting investment funds primarily sponsored by Merrill Lynch and Oppenheimer & Co. Inc. From 1985 to 1991, he was employed in the audit department of Deloitte & Touche, LLP, an international public accounting firm, attaining the level of Audit Manager. Mr. Larkin received his Bachelor of Science degree in Accounting from Villanova University in 1985.

David E. Fleming, age 58, joined us in July 2001 as a Senior Vice President and General Counsel. In September 2002, Mr. Fleming was also elected our Corporate Secretary. From January 1999 to June 2001, he was a partner with the law firm of Cummings & Lockwood, where he practiced corporate and securities law. For the nine years prior thereto, he practiced corporate law at Epstein, Becker & Green, P.C., New York, New York, where he was a member of the firm. Mr. Fleming received a Bachelor of Arts degree from Cornell University in 1976 and a Juris Doctor,cum laude, from the University of Maryland School of Law in 1980. He is admitted to practice law in the states of New York, Connecticut and Maryland.

Stewart P. Skelly, age 38, has served as our Corporate Controller since 2002 and as a Vice President since March 2004. From 2000 to 2002, he served as our Assistant Controller. From 1997 to 2000, Mr. Skelly was employed by News Corp., a global media conglomerate, attaining the level of Accounting Manager. From 1992 to 1997, Mr. Skelly was employed by Kearney McArdle, a midsize public accounting firm in Ireland, attaining the level of Audit Senior. Mr. Skelly is a graduate of Griffith College Dublin and is a Chartered Certified Accountant.

EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS

The following discussion and analysis of compensation ("CD&A") arrangements of our named executive officers for 2012 should be read together with the compensation tables and related disclosures set forth below. This compensation discussion and analysis has been prepared by our management and reviewed by the Compensation Committee of our Board of Directors. This discussion is intended to provide perspective and context for the compensation tables that follow. After the review, the Compensation Committee recommended the inclusion of this compensation discussion and analysis in this proxy statement. See "Compensation Committee Report" below. This discussion contains forward looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt may differ materially from currently planned programs as summarized in this discussion.

Overview of Our 2012 Performance

During 2012, the Company had strong financial and operational performance, including:

•: Oil and gas revenue increased to $121.8 million in 2012, an 18% increase over 2011
•: Net oil production increased to 1,109,000 barrels of oil in 2012, a 22% increase from 2011
•: Proved oil reserves increased by 9.5% to 16.4 million net barrels
•: Cash flow from operations increased by 43% to $66.8 million for 2012.

We believe these achievements were in part driven by the leadership of our executive team and their focus on our business objectives, along with the strength, commitment and drive of our employees. As described below, the Compensation Committee regularly reviews our executive compensation philosophy and programs to ensure that they provide appropriate incentives and rewards in line with our goal-oriented pay-for-performance objectives.

For 2012, the Compensation Committee performed a detailed compensation analysis and initiated an enhancement of our executive compensation programs in order to (i) better align the interests of our executives with the interests of our stockholders, (ii) retain and attract top level talent and (iii) implement a pay-for-performance compensation system that executives understand and can adjust and grow with the Company. The Compensation Committee believes these changes provide proper incentives and reasonable rewards based upon the performance and contributions made by our executives, which is ultimately tied to the return achieved for our stockholders.

The year 2012 was a period of CEO leadership transition as the Company's founder and long-time CEO, Norman F. Swanton, stepped down in June 1, 2012, followed by Espy P. Price, who became interim CEO from June 1, 2012 through December 5, 2012. Finally, Philip A. Epstein was appointed CEO on December 5, 2012. We believe that our executive compensation program operated effectively in 2012. More details about 2012 compensation for our named executive officers appear in the discussion below and the tables that follow.

Compensation Best Practices

Our compensation programs, practices, and policies are constantly reviewed to ensure that we stay abreast of compensation best practices and, when necessary or desirable, we make modifications to our compensation programs. Listed below are some of our more significant practices and policies.

•: Performance-Based Pay: Performance-based compensation comprised a majority of our named executive officers' total compensation for fiscal year 2012 in accordance with our pay for performance philosophy.

•: Multiple Performance Measures: We use multiple performance measures that include short- and long-term objectives to evaluate executive performance.
•: Equity Compensation: Warren has a long-standing practice of awarding equity-based compensation to substantially all of our employees.
•: Stock Ownership Guidelines: Our stock ownership guidelines apply to our executive officers to ensure that executive officers are meaningfully invested in our stock, and have personal financial interests that are strongly aligned with those of our shareholders.
•: Independent Compensation Committee: Each member of the Compensation Committee is independent as defined in the corporate governance listing standards of the NASDAQ.
•: Clawback: Our 2010 Stock Incentive Plan provides that each equity award is conditioned on repayment or forfeiture as required by existing law, including the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.
•: Compensation Risk Assessment: We monitor our compensation policies and practices to avoid encouraging excessive or unnecessary risk-taking and mitigate the likelihood that they will have a material adverse effect on Warren.
•: Independent Consultant: The Compensation Committee utilizes the services of an independent outside compensation consultant, currently Compensation Advisory Partners.
•: No Repricing: Our stock options cannot be repriced or reset without shareholder approval.
•: No Gross-Ups: We do not make tax gross-up payments to executive officers.

Consideration of 2012 Say on Pay Vote

At our annual meeting of shareholders held on May 16, 2012, over 95% of votes cast (excluding broker non-votes and abstentions) were in favor of the proposal to approve an advisory resolution regarding the 2011 compensation program for our named executive officers ("say-on-pay" vote). The Compensation Committee considered the positive results of the 2012 say-on-pay vote in setting 2013 compensation and has continued to implement additional measures to align compensation with stock performance, including adopting stock ownership guidelines for NEOs and adding share performance criteria for vesting of the new CEO restricted stock grant. The Committee also undertook a review of severance practices and adopted a standardized approach that aligns with market practice. We will continue to consider the outcome of our "say-on-pay" vote results when determining future compensation policies and pay levels for our named executive officers.

NAMED EXECUTIVE OFFICERS

The named executive officers who appear in the Summary Compensation Table for the year 2012 are:

Executive Officer		Position

Philip A. Epstein		Chairman of the Board and Chief Executive Officer ("CEO")
Norman F. Swanton		Former Chairman of the Board and CEO
Espy P. Price		Former Chairman of the Board and Interim CEO
Timothy A. Larkin		Executive Vice President and Chief Financial Officer ("CFO")
Stephen L. Heiter		Former Executive Vice President and Chief Executive Officer of our principal operating subsidiary Warren E&P, Inc.
David E. Fleming		Senior Vice President, General Counsel and Secretary
Ronald J. Morin		Former Senior Vice President—Development

These individuals are referred to collectively in this Proxy Statement as the "Named Executive Officers", or "NEOs".

Compensation Philosophy

Our Compensation Committee generally seeks to encourage growth in our oil and natural gas proved producing reserves, oil and gas production, cash flow from operations and profitability while focusing on achieving attractive returns on capital in order to enhance long-term Stockholder value. To achieve these objectives, we believe it is critical to create and maintain compensation opportunities that attract and retain committed, highly qualified personnel by providing appropriate rewards and incentives that align the interests of our employees with those of our Stockholders. Consistent with this philosophy, the following goals provide a framework for our NEO compensation program:

The primary objectives of our executive compensation programs are:

•: motivating NEOs to achieve and even exceed strategic, operational and financial short-term and long-term goals by rewarding strong execution with individual compensation;
•: attracting, engaging, developing and retaining high performing NEOs who must operate in a high demand environment;
•: aggregate and strategically balance the elements of total compensation to reflect competitive market requirements and to address strategic business needs;
•: expose a significant portion of each NEOs compensation to performance, the degree of which will positively correlate to the level of the NEOs responsibility and performance; and
•: align the interests of executives and Stockholders.

To achieve these objectives, Warren uses a mix of compensation elements, including:

•: base salary;
•: performance-based cash incentive compensation;
•: performance-based long-term equity incentive compensation, including grants of restricted stock units and stock options, to align the interests of our executive officers with those of our Stockholders;
•: employee benefits to maintain market competitiveness and provide financial security; and
•: severance benefits.

Please see "compensation of named executive officers: NEO Employment Arrangements" for a description of the Company's employment agreements with certain NEOs.

Role and Processes of the Compensation Committee

Our executive compensation program is administered by the Compensation Committee of the Board of Directors. The current members of this Committee are Anthony Coelho, Chairman, Chet Borgida, Dominick D'Alleva and Espy Price, each an independent, non-employee director. In 2012, the Compensation Committee met 20 times and all members of the Compensation Committee at those times were present during those meetings.

Under the terms of its charter, the Compensation Committee is responsible for recommending to the Board of Directors the type and level of compensation to be granted to our executive officers. In fulfilling its role, the Compensation Committee:

•: grants stock options and restricted stock units under the Stock Incentive Plans,

•: recommends to the Board the compensation levels, including annual salary, bonus and stock options, for executives and other employees, as necessary, and
•: reviews on a periodic basis the operation and administration of our executive compensation programs.

We offer our executives annual base salaries, annual cash incentive compensation, long-term incentive compensation and other employee benefits that are intended to be competitive with those offered at similar oil and gas exploration and production companies with comparable market capitalization, assets and sales. We review compensation paid at these companies because their size and business make them most comparable to us. We also believe these companies likely compete with us for executive talent. In 2012, we engaged a compensation consultant, Compensation Advisory Partners, LLC ("CAP") to identify annually the median compensation paid to executives holding equivalent positions or having similar responsibilities at these companies.

Review of External Data

Each year, we survey the compensation practices of our peers in the United States in order to assess our competitiveness. We conducted assessments in three areas of compensation:

(1): Base salary for our NEOs;
(2): target total cash compensation (salary and bonus); and
(3): equity (stock option and restricted stock grants).

In 2012, the Compensation Committee with the assistance of CAP identified and analyzed compensation for most executive positions of the E&P Peer Group. For 2012, the Compensation Committee based the compensation 2012 levels on the E&P Peer Group data collected for 2012.

For NEOs in fiscal year ended December 31, 2012, the Compensation Committee generally targeted the aggregate value of our total cash compensation (base salary and bonus) and total compensation (base salary, bonus and equity awards) for our senior management at the 50^th to 75^th percentile of the E&P Peer Group. We strongly believe in engaging the best talent in critical functions, and this may entail negotiations with individual executives who may have significant retention packages in place with other employers. In order to attract such individuals to our Company, we may determine that it is in our best interests to negotiate packages that deviate from the general principle of targeting total compensation at the fiftieth percentile of our E&P Peer Group. Similarly, we may determine to provide compensation outside of the normal cycle to individuals to address retention issues.

Compensation Program and Specific Elements

The Compensation Committee, with the periodic assistance of its independent compensation consultant, reviews compensation from published oil and gas exploration and production industry surveys and from Warren's peer group companies for purposes of comparing Warren's executive compensation program with market practices.

For 2012, Warren's peer group consisted of 12 companies (the "E&P Peer Group"):


Petroleum Development Corp.		GMX Resources, Inc.
Venoco, Inc.		PostRock Energy Corp.
Goodrich Petroleum Corp.		Abraxas Petroleum Corp.
Resolute Energy Corp.		Panhandle Oil & Gas Inc.
PetroQuest Energy, Inc.		Gastar Exploration Ltd.
Callon Petroleum Co.		GeoMet Inc.

For 2012, we generally benchmarked the compensation that we pay to our executives against the median compensation that 12 E&P Peer Group companies pay to their executives. We benchmark against median compensation because it allows us to attract and retain employees, provides an incentive for employees to strive for better than average performance to earn better than average compensation, and helps us to manage the overall cost of our compensation program.

The Compensation Committee received the compensation recommendations from our CEO, relevant background information on our executives and officers and the referenced compensation studies. The Compensation Committee then reviewed the compensation recommendation with the CEO for all executives, except for the CEO. The CEO was not present during the discussion of his compensation.

In order to achieve the objectives discussed above, the elements of our total compensation packages include base salary and annual incentive bonus, all paid in cash, as well as long-term compensation in the form of stock options or restricted common stock, employee benefits and change of control benefits. We believe that appropriately balancing the total compensation package and ensuring the viability of each element of the package is necessary in order to provide market-competitive compensation.

For 2012, the relative weighting of these different elements of our 2012 executive compensation program as reflected in the Summary Compensation Table under "Compensation of Named Executive Officers" below, excluding all severance payments for departing NEO's, was: base salary—37%; annual performance-based cash incentive compensation—28%; and long-term performance-based equity incentive compensation—35%.

The costs of our compensation programs are a significant determinant of our competitiveness. Accordingly, we are focused on ensuring that the balance of the various components of our compensation program is optimized to motivate employees to improve our results on a cost-effective basis. The following discussion explains elements of our Compensation Program.

Cash Compensation

2012 Base Salary

Base salary is primarily determined by competitive pay and individual job performance. Base salaries for NEOs are reviewed annually or more frequently should there be significant changes in responsibilities. In each case, we take into account the results achieved by the NEO, his or her future potential, scope of responsibilities and experience, and competitive salary practices.

The base salary levels for the NEOs in 2012 were as follows:



Executive Officer	Base Salary		Percentage Increase from Prior Year(1)

Norman F. Swanton(2)	$	600,830		1.8	%
Espy P. Price(3)		650,000		—
Philip A. Epstein(4)		550,000		—
Timothy A. Larkin		330,456		1.8	%
Stephen L. Heiter		330,453		40.8	%
David E. Fleming		306,887		1.8	%
Ronald J. Morin		277,914		40.8	%

(1): In 2012, increases were 1.8% for all executives except in two cases (Mr. Heiter and Mr. Morin) where there were promotions and increases in responsibilities. Mr. Heiter and Mr. Morin retired from the Company effective January 25, 2013.

(2): Mr. Swanton stepped down as CEO effective June 1, 2012, so his actual base salary paid for 2012 was $298,779.
(3): Mr. Price became interim CEO effective June 1, 2012 and stepped down on December 5, 2012, so his actual base salary paid Mr. Price for 2012 was $350,000.
(4): Mr. Epstein became CEO effective December 5, 2012, so his actual base salary paid Mr. Epstein for 2012 was $33,846.

2012 Performance-Based Annual Cash Incentive Bonus Program

Our NEOs are eligible to participate in an annual, performance-based cash incentive compensation plan that is designed to reward all employees on the basis of Warren attaining pre-determined performance measures. Our performance based bonus plan is designed to reward and retain employees for achieving annual financial and operating goals that are key to the success of our business and aligned with the near and long term interests of our Company and our Stockholders. The Compensation Committee and senior management sets incentive bonus targets for each eligible employee as a percentage of base salary based on their position. At the beginning of each fiscal year, the Compensation Committee, working with senior management, will set oil and gas production and operating income goals for our Company. In years when the Company is actively drilling oil and gas wells, generally goals are set at or above prior year results and budgeted levels. Each NEO's bonus will be based upon their individual performance and contribution.

For 2012, the Committee adopted a performance-based annual cash incentive compensation plan ("ICP") that had (i) an assigned relative weight and (ii) threshold, target and maximum levels for 2012. For example, if cash flow did not exceed all expenditures, no bonus would be paid. If cash flow exceeded all expenditures, bonuses would be paid based upon attaining targeted net oil production levels. If 2012 net oil production did not increase by 10% over 2011 levels, no bonuses would be paid. The target measures of performance in 2012 for the Company were as follows:

2012 Measure of Performance(1)	Relative Weight(2)	Metric Target Performance(2)	Maximum Percentage of Bonus Range(3)

Net Oil Production (Mbbls)	100%	1,002 – 1,207	25% to 100%
Corresponding Estimated Cash Flow Before Capital Expenditures (in thousands of dollars)(4)	Threshold	$63,790 – $81,346	NA

(1): These measures of performance were based on the approved 2012 capital budget and an assumed $105/per barrel crude price.
(2): If the cash flow threshold is achieved, then the bonus payout is based upon the oil production targets as shown above.
(3): The cash flow threshold is defined as follows: (a) oil and gas revenue (including hedging) must exceed (b) all expenditures including operating expenses, general and administrative expenses (excluding stock option expense), capital expenditures, interest expense, etc.
(4): If the minimum oil production target level is not achieved, then no bonus will be paid.

The Committee and the Board, with input from the CEO, had the subjective discretion to adjust up to 25% of the incentive compensation based upon circumstances such as unforeseeable market events over the course of the year or performance. However, total aggregate bonus amounts could not be increased.

Where appropriate, metrics were broken down between our two principal regions, California and the Rocky Mountain region, and also to Company support services. However, the NEOs were only measured based on overall Company performance.

Individual Target Bonus Opportunities. Each year, the Compensation Committee establishes the "minimum," "target" and "maximum" performance levels for each of the performance categories and their appropriate weighting. Each performance category was selected based on the Compensation Committee's belief that it most accurately measures our corporate performance in relation to comparable oil and gas companies within our peer group.

Individual target bonus opportunities for 2012, set as a percentage of base salary, were generally established to provide bonus opportunities between the 50th and 75th percentile levels of our industry peer group. The bonus calculations for 2012 and performance achievement are shown in the table below. Each year, the bonus structure is reviewed to ensure that the design and payment structure is consistent with our compensation philosophy and competitive with our designated E&P Peer Group.

Target Bonus ($)

Metric Target
Performance Multiplier (%)

Individual Results (%)

Bonus Payment(1)

Base salary times applicable target incentive multiplier

Derived from aggregating the target bonus of all participants in the incentive plan and achievement of identified corporate operating and financial goals

Based on each executive officer's achievement of individual goals tied to the corporate operating plan and financial objectives

(1): Subject to reduction if certain minimum cash flow from operations are not achieved.

Individual Performance Targets and Adjustments. Should our financial and operating results meet or exceed either the pre-determined "minimum," "target" and "maximum" values assigned a particular performance category (with linear interpolations between each level), then each executive officer is paid an annual bonus that is a percentage of their annual salary.

The allocation of each NEO's individual targets and percentages for 2012 were determined by the Compensation Committee with respect to the bonus awarded to our CEO; by the Compensation Committee and our CEO with respect to the bonus awarded to other NEO's.

The 2012 Performance-Based Annual Cash Incentive Bonuses were as follows:

Name	Target Payout as a Percent of Salary	Rate of Individual Performance Achievement	Actual Bonus Paid as a % of Salary	Final Cash Bonus Payment

Norman F. Swanton(1)	150%	—	—	$727,575
Espy P. Price(2)	150%	—	28%	$100,000
Philip A. Epstein(3)	100%	64%	64%	$ 25,074
Timothy A. Larkin	100%	64%	64%	$218,683
Stephen L. Heiter	100%	64%	64%	$218,680
David E. Fleming	62.5%	64%	40%	$127,944
Ronald J. Morin	70%	64%	44.8%	$128,739

(1): Mr. Swanton stepped down as CEO effective June 1, 2012, so under his employment agreement the actual bonus paid in 2012 was the same as that paid for the prior year.
(2): Mr. Price became interim CEO effective June 1, 2012 and stepped down on December 5, 2012, so his bonus was individually reviewed and approved by the Compensation Committee.
(3): Mr. Epstein became CEO effective December 5, 2012.

The percentage of annual salary potentially paid to an executive officer under this performance-based bonus award is dependent upon the extent to which pre-determined performance goals are met. In determining a named executive officer's cash bonus payment, the Compensation Committee may make an adjustment based on individual performance. This adjustment allows the Compensation Committee to recognize an individual's level of contribution that may not be reflected in the overall incentive performance score.

Payment of annual cash incentive bonuses to our executive officers is not guaranteed and is dependent upon our actual performance during the fiscal year, including meeting at least the "minimum" performance targets.

Bonuses under the performance based cash incentive plan are typically paid out in cash during the first quarter of the year following the fiscal year in which they are earned. The 2012 performance based cash incentive plan awards were paid in early March 2013.

Long-term Incentive Compensation

Equity Incentives

The equity incentive component of our executive compensation program consists of grants of

(i): annual performance-based stock options and restricted stock units, and
(ii): new-hire stock options and restricted stock units.

We use equity compensation to motivate and reward strong long-term performance and retain valued executives, as equity compensation typically vests over a period of three years after the date of grant. New-hire equity grants also act as a means to attract qualified candidates. Warren strongly believes that equity awards serve to align the interests of its executives with those of its Stockholders. By having a substantial portion of the executive officer's target compensation tied to equity compensation, the Compensation Committee believes executives will be motivated to align themselves with our Stockholders and take actions that will benefit us in the long-term.

The Compensation Committee, with input from our CEO and CFO (other than with respect to their own compensation), determined the level of equity compensation opportunity based upon

competitive data and each executive officer's relative position, responsibilities, performance over the previous fiscal year, and anticipated future performance and responsibilities.

Annual grants made under our long-term incentive compensation plan are based upon performance measures that are the same as the measures under the performance-based cash incentive compensation plan and consistent with our existing criteria for performance awards under our 2010 Stock Incentive Plan.

Stock Options

Based on our compensation philosophy, a substantial portion of our compensation program rewards the long-term performance of our Company, and the retention of NEOs. Long-term compensation is delivered to our NEOs through stock options granted upon their initial hire, and through ongoing annual grants. Similar to base salary increases, option grants are also granted to reflect promotions and significant changes in responsibility. Although the expense of stock options affects our financial statements negatively, we continue to believe that this is an important element of compensation that forces NEOs to focus on our long-term financial and operational performance, and forces NEOs to work toward the creation of Stockholder value.

Stock options were granted with an exercise price that was equal to the fair market value of our common stock on the grant date. As a result, the executives will only be able to realize value if our common stock price rises and our Stockholders also realize value. In order to provide an incentive for continued employment, stock options granted under the Stock Incentive Plans are "time-based" and generally vest 1/3^rd one year after grant, 1/3^rd after two years after grant and 1/3^rd after three years after grant. Stock option grants generally expire five years from the date of the grant. This schedule provides a reasonable time frame to align each NEO's compensation with the appreciation of the Company's stock price, while managing potential dilution effectively.

Initial stock option grants and annual option grants for plan participants are generally determined and targeted within ranges established for each job level. These ranges are established based on our desire to position compensation levels relative to the competitive market. Specific recruitment needs are taken into account for establishing the levels of initial option grants. Annual option grants take into consideration a number of factors, including performance of the individual, job level, prior grants and competitive external levels. The goals of option grant guidelines are to ensure future grants remain competitive from a grant value perspective, and to ensure option usage consistent with option pool forecasts. On occasion over the last few years, the Compensation Committee has allowed the employees to have a choice to receive their annual grant in stock options or restricted stock units based upon a value for value basis.

Option Grant Practice

Commencing in 2007, the Compensation Committee delegated the authority to make initial option grants to new employees (within an approved range) to the CEO within a pre-approved compensation matrix. All new employee grants in excess of the CEO limit, subsequent grants to existing employees and any grant to executives are approved by the Compensation Committee.

Based on the definition of "fair market value" in our Stock Incentive Plan, options are granted at 100% of the closing sales price of our stock on the last market trading date prior to the grant date.

For annual equity grants to all employees, the Compensation Committee reviews and approves recommendations from the CEO. The policy of the Compensation Committee is for these grants to be made no sooner than two business days after our previous year earnings release and our annual report on Form 10-K is filed with the SEC. This timing enables management and the Compensation Committee to consider performance by both the Company and the individual, and to balance such

performance against our expectations for the current year. This timing also ensures that all current financial and operating information is made publicly available before any grants are made. For 2012, these annual grants were made to employees on May 2, 2012. No stock options were granted to the NEOs in 2012. We do not time the granting of our options or restricted stock units with any favorable or unfavorable news released by the Company.

Restricted Stock Grant Practice

Restricted stock provides NEOs an opportunity to receive shares of Company stock provided they remain employed with the Company for a set period of time. Awards of restricted stock provide a valuable retention element to the overall compensation package for our NEOs. As with stock options, restricted stock awards provide a stock ownership vehicle and direct link to Stockholder value creation since the value of the award can fluctuate up or down with changes in the Company's stock price. Restricted stock awards typically vest equally over three years from the date of grant.

Annual restricted stock awards approved by the Compensation Committee for NEO's are based upon performance measures achieved during the prior year that are substantially the same as the measures under the performance-based cash incentive compensation plan.

The following table shows a comparison of the annual stock option and restricted stock grants made to the NEOs during fiscal years ended 2012 and 2011:

	2012		2011

NEO	Stock Option Awards	Restricted Stock Awards	Stock Option Awards	Restricted Stock Awards
Philip A. Epstein(1)	0	695,000	0	0
Norman F. Swanton(2)	0	103,875	0	121,900
Espy P. Price(3)	0	7,680	0	0
Timothy A. Larkin	0	62,464	0	68,900
Stephen L. Heiter	0	78,643	0	68,900
David E. Fleming	0	30,720	0	31,800
Ronald J. Morin	0	44,544	0	39,750

(1): On December 5, 2012, Mr. Epstein was granted Restricted Shares of Common Stock that will vest, if at all, based on the average closing trading price ("ACTP") of the Company's Common Stock over any period of thirty (30) consecutive trading days (a "Thirty Day Period") occurring during the period commencing on the Effective Date and ending on the last business day occurring before the fifth anniversary of the Effective Date (the "Performance Period") as follows: (i) 115,833 Restricted Shares on the first day that the ACTP for any Thirty Day Period equals or exceeds $4.00, and (ii) an additional 96,528 Restricted Shares on the first day that the ACTP for any Thirty Day Period equals or exceeds any higher whole dollar increment ranging from $5 to $10.
(2): Mr. Swanton stepped down as CEO effective June 1, 2012.
(3): Mr. Price became interim CEO effective June 1, 2012 and stepped down on December 5, 2012. Amounts shown were issued to him in his capacity as a director during 2012 and not for services rendered as interim CEO.

For 2012, the value of total compensation, consisting of base salary, cash incentive bonus, the value of stock option and restricted stock awards and perquisites, paid to the NEO's relative to our Peer Group was as follows:

•: Mr. Swanton's total compensation was in the 50^th to 75^th percentile.

•: Mr. Larkin's total compensation was in the 50^th to 75^th percentile.
•: Mr. Heiter's total compensation was in the 50^th percentile.
•: Mr. Fleming's total compensation was in the 25^th to 50^th percentile.
•: Mr. Morin's total compensation was in the 25^th to 50^th percentile.

Stock Ownership Guidelines

Effective November 1, 2012, the Compensation Committee approved stock ownership guidelines for our named executive officers. Under these guidelines, our CEO should hold Company equity valued at least 5 times his base salary, the executive vice president and CFO should hold Company equity valued at least 3 times his base salary and senior vice president and vice president level executives should hold equity valued at least 2 times their respective base salaries. When calculating equity holdings, we include shares beneficially owned by the executive as well as the "in-the-money" value of vested stock options. In general, named executive officers will be expected to meet the ownership guidelines within three years of appointment to their position.

Compensation Recovery Policy

The Board of Directors has adopted a recoupment or "clawback" policy for equity incentive awards (including any proceeds, gains or other economic benefit actually or constructively received by the participant upon any receipt or exercise of any equity award or upon the receipt or resale of any shares underlying the equity award) paid to executive officers. The policy provides that in the event that there was a material restatement of incorrect financial or operating results, the Committee will seek reimbursement of the incremental portion of equity incentive awards paid to executive officers in excess of the awards that would have been paid based on the restated results. The Committee may look back over the three-year period prior to the restatement for the recoupment and may look to current and former executives. All equity awards shall be subject to the provisions of any claw-back policy implemented by the Company, including, without limitation, any claw-back policy adopted to comply with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder, to the extent set forth in such claw-back policy and/or in the applicable equity award agreement.

Insider Trading Restrictions and Policy Against Hedging

Our insider trading policy prohibits directors, employees and certain of their family members from purchasing or selling any type of security, whether issued by us or another company, while such person is aware of material non-public information relating to the issuer of the security or from providing such material non-public information to any person who may trade while aware of such information. Trades by directors and executive officers are prohibited during certain prescribed blackout periods and are required to be pre-cleared by appropriate Company personnel. This policy also prohibits directors and executive officers from engaging in "short sales" with respect to our securities, entering into "derivative" transactions, including exchange-traded put or call options, with respect to our securities, or engaging in hedging or monetization transactions, such as collars or forward sale contracts, with respect to our securities.

Retirement and Deferred Compensation Benefits

We do not provide our executive officers with a defined benefit pension plan or any supplemental executive retirement plans, nor do we provide our executive officers with retiree health benefits. All of Warren's employees, including the NEOs, may participate in Warren's 401(k) Retirement Savings Plan, which provides for a matching contribution by Warren of a portion of the employee's matching

contribution. On January 1, 2009, the Company changed to a safe harbor matching plan where the Company contributes up to 100% of the participants' 401(k) contributions, up to a maximum of 3% of the participants' compensation plus 50% of the next 2% of the active participants' compensation. The Company's contributions under the "safe harbor" plan vest immediately.

Relationship between Compensation Plans and Risk

The Compensation Committee conducted a risk review of the Company's compensation programs to assess whether any of our incentive compensation plans, either individually or in the aggregate, would encourage executives or employees to undertake unnecessary or inappropriate risks that were reasonably likely to have a material adverse impact on the Company. The Committee reviewed the external risk assessment of our variable pay plans and considered several factors including the type of plan, the number of participants in each plan, the participants' level within the organization, the target and maximum payment potential and the performance criteria under each plan, and risk mitigating controls in place for each plan. Included in the assessment, the Committee and management evaluates those plans that were identified as having the potential to deliver a material amount of compensation, which are the annual and long-term incentive plans that are described earlier in this Compensation Discussion and Analysis. The Committee concluded that it is not reasonably likely that risks arising from our compensation policies and practices would have a material adverse effect on the Company due to a variety of factors. In reaching this conclusion, the Committee considered the following factors:

•: our compensation program is designed to provide a mix of both fixed and variable incentive compensation;
•: our compensation program is balanced between a variety of different measures and both short-term and long-term incentives designed to reward execution of our short-term and long-term corporate strategies;
•: we allocate compensation among base salary, annual cash incentives, stock options, restricted stock units and performance shares, including both service-based and performance-based criteria;
•: the annual incentive component of our executive compensation program involves cash-based plan awards that are payable if, and only to the extent that, pre-established corporate financial and individual performance objectives are achieved;
•: incentive compensation includes components that are paid based on results averaged out over several years and vest over an extended period;
•: executives are required to own a specified level of shares in order to comply with the share ownership guidelines, encouraging long-term focus on enhancing shareholder value; and
•: we have adopted a "clawback" policy applicable to all officers that is designed to allow the Company to recoup incentive compensation paid if there is a restatement or misconduct, including fraud.

2013 EXECUTIVE COMPENSATION

For 2013, we will compensate our NEO's with a compensation program consisting of base salary, short term incentive compensation, long term incentive compensation and other benefits.

In setting the 2013 executive compensation plan, the Compensation Committee considered the results of the 2012 year's shareholder advisory vote on executive compensation and continued to review the compensation plans and practices to be aligned with performance and stockholder interests.

2013 Base Salary

The Compensation Committee has set the Named Executive Officers 2013 salaries, commencing in March 2013, as follows:



Executive Officer	2013 Salary	Increase from Prior Year

Philip A. Epstein	$550,000	(1)
Timothy A. Larkin	354,505	3.5%
David E. Fleming	329,221	3.5%

(1): Mr. Epstein became CEO effective December 5, 2012.

2013 Performance-Based Annual Cash Incentive Bonus Program

On March 11, 2013, the 2013 incentive compensation plan ("ICP") was approved by the Committee and the Board. The 2013 ICP has (i) an assigned relative weight and (ii) threshold, target and maximum levels for 2013. No bonus will be paid if minimum levels of cash flow are not achieved. The target measures of performance for the NEO's in 2013 are as follows:

2013 Measure of Performance(1)	Relative Weight	Metric Target Performance

Growth measured by oil production (MMbls)	39%	1.108 - 1.257
Growth measured by gas production (Bcfe)	3%	6.2 - 7.2
Operating cost control measured by lease operating expense per volume produced	13%	$14.89 - $16.39 per barrel of oil
	3%	$0.90 - $1.20 per mcf of gas(2)
California drilling and capital expenditure cost control	13%	Reduce costs by 5.6% to 8.8% of budgeted costs(3)
Wyoming midstream net cash flow (millions of dollars)	3%	$2.5 - $3.25

2013 Measure of Performance(1)	Relative Weight	Metric Target Performance

Formation of WY federal units	3%	Agreed upon targets
Company growth based upon acquisitions, revenue, net income, cash flow and stock appreciation	23%	Agreed upon targets

(1): If cash flow from operations in California (excluding G&A but including cash cost of P&A expense) does not exceed $67.2 million before capital expenditures, no bonus will be paid. If cash flow exceeds all expenditures, bonuses will be paid based upon attaining targeted metrics.
(2): Excludes compression, taxes, plugging and abandonment, transportation and fuel gas expenses.
(3): Metric target varies and is a function of performance against budget dependent upon formation, location and depth of well.

The Committee and the Board retain the discretion to adjust the ICP targets when market conditions or other events occur that could not be anticipated in the design of the ICP at the beginning of the year. Examples include acquisitions and divestitures completed over the course of the year or other events outside our control such as disruptions in access to crude oil and natural gas markets.

The 2013 target bonus percentage measured against base salary for each of the NEO's is as follows:

Name		Target Payout as a Percent of Salary

Philip A. Epstein		100%
Timothy A. Larkin		90%
David E. Fleming		62.5%

Equity awards in 2013 to the NEOs were made in the form of performance-based restricted stock for the CEO and stock options for the other NEOs.

COMPENSATION OF NAMED EXECUTIVE OFFICERS

Summary Compensation Table

The following Summary Compensation Table sets forth summary information concerning the compensation earned, for services to the Company in all capacities, by our former and current principal executive officer (our CEO), our principal financial officer (our CFO), and our three other most highly compensated executive officers (other than the persons that served as our CEO during 2012 and CFO) who were served as executive officers in 2012.

Name and Principal Position		Salary(1)		Bonus(1)		Option Awards(2)		Stock Awards(3)		All Other Compensation(4)			Total ($)

Philip A. Epstein(5)	2012	$	33,846	$	25,074		—	$	1,017,180		—		$	1,076,100
Chief Executive Officer and	2011		—		—		—		—		—			—
Chairman of the Board	2010		—		—		—		—		—			—
Espy P. Price(6)	2012	$	350,000	$	100,000		—	$	22,350	$	69,500		$	541,849
Interim Chief Executive	2011		—		—		—		33,450		50,500			83,950
Officer and Chairman of	2010		—		—		—		14,950		39,500			54,450
the Board
Timothy A. Larkin	2012	$	337,803	$	218,683		—	$	181,770	$	11,710		$	749,966
Executive Vice President and	2011		329,557		255,194		—		290,758		11,510			887,019
Chief Financial Officer	2010		323,771		286,065	$	211,200		126,927		11,510			959,473
Norman F. Swanton(7)	2012	$	298,779	$	727,575		—	$	302,276	$	1,275,772	(8)	$	2,604,402
Former Chief Executive	2011		599,196		727,575		—		514,418		33,318			1,874,507
Officer and Chairman of	2010		575,361		780,178	$	330,000		262,676		27,767			1,975,982
the Board
Stephen L. Heiter(9)	2012	$	409,799	$	218,680		—	$	228,851	$	282,866	(10)	$	1,140,196
Executive Vice President,	2011		381,734		273,615		—		290,758		9,800		$	955,907
CEO of Warren E&P Inc.	2010		270,301		152,607	$	76,230		144,508		9,800			653,446
David E. Fleming	2012	$	313,709	$	127,944		—	$	89,395	$	13,014		$	544,062
Senior Vice President,	2011		306,052		148,121		—		134,196		12,814			601,183
General Counsel & Secretary	2010		300,679		159,397	$	79,200		70,725		12,814			622,815
Ronald J. Morin(11)	2012	$	356,092	$	128,739		—	$	129,623	$	235,307	(12)	$	849,761
Senior Vice President and	2011		331,698		161,079		—		167,745		9,800			670,322
Executive Vice President of	2010		234,105		113,591	$	41,514		94,000		9,800			493,010
Warren E&P Inc.

(1): Salary increases for the year are usually approved by the Compensation Committee and implemented in March of each year. Cash incentive bonuses are usually paid in March of the following year for performance in the previous year.
(2): The amounts in this column reflect the aggregate grant date value computed in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions, seeNote A—Stock-Based Compensation of the Notes to Consolidated Financial Statements included in our annual report under Item 8 of the Form 10-K for the year ended December 31, 2012. For information regarding the option awards granted to the named executives in 2012, please see the Grants of Plan-Based Awards Table.
(3): The amounts in this column reflect the aggregate grant date value computed in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions, seeNote A—Stock-Based Compensation of the Notes to Consolidated Financial Statements included in our annual report under Item 8 of the Form 10-K for the year ended December 31, 2012. For information regarding the non-option stock awards granted to the named executives in 2012, please see the Grants of Plan-Based Awards Table.

(4): Amounts reflect 401(k) matching contribution of approximately $9,800 in each of 2010, 2011 and 2012 and life insurance premiums paid by the Company during the covered fiscal year for the benefit of the NEO or his designee.
(5): Mr. Epstein became Chairman and CEO effective December 5, 2012.
(6): Mr. Price became interim CEO effective June 1, 2012 and stepped down on December 5, 2012. The amounts shown under Stock Awards and All Other Compensation are for services he rendered as a Director of the Company prior to and after his service as Interim CEO.
(7): Mr. Swanton stepped down as Chairman and CEO effective June 1, 2012.
(8): Includes cash severance paid to Mr. Swanton in the amount of $1,242,516 (which was 2x his annual salary); life insurance premiums of $23,256; and 401-k plan matching of $10,000. See "Compensation of Named Executive Officers—NEO Employment Arrangements—Separation Agreement of Norman F. Swanton" for a description of the terms of the Separation and General Release Agreement entered into by Mr. Swanton and the Company in connection with his departure.
(9): Mr. Heiter's salary amount for 2011 and 2012 includes $60,000 per year of non-accountable living allowance and $12,000 per year of non-accountable vehicle allowance.
(10): Mr. Heiter gave the Company notice of his retirement on December 19, 2012, effective January 25, 2013. Includes cash severance paid in the amount of $256,266, prorated bonus for 2013 in the amount of $16,600 and 401-k plan matching of $10,000. See "Compensation of Named Executive Officers—NEO Employment Arrangements—Retirement of Executive Vice President and Senior Vice President—Development" for a description of the terms of the Separation and General Release Agreement entered into by Mr. Heiter and the Company in connection with his departure.
(11): Mr. Morin's salary amount for 2011 and 2012 includes $60,000 per year of non-accountable living allowance and $12,000 per year of non-accountable vehicle allowance.
(12): Mr. Morin gave the Company notice of his retirement on December 19, 2012, effective January 25, 2013. Includes cash severance paid in the amount of $215,522, prorated bonus for 2013 in the amount of $9,785 and 401-k plan matching of $10,000. See "Compensation of Named Executive Officers—NEO Employment Arrangements—Retirement of Executive Vice President and Senior Vice President—Development" for a description of the terms of the Separation and General Release Agreement entered into by Mr. Morin and the Company in connection with his departure.

Grants of Plan-based Awards Table for 2012

		Estimated Future Payouts Under Non-Equity Incentive Plan Awards	All Other Stock Awards	All Other Option Awards

Name	Grant Date	Target ($)	Number of Shares Underlying Stock or Units #(1)	Number of Securities Underlying Options #(2)	Exercise or Base Price Of Options(3) ($/Sh)	Grant Date Fair Value of Stock and Option Awards(4)
Philip A. Epstein	12/5/12	$4 - $10	695,000			$1,017,180
Norman F. Swanton	5/2/12	—	103,875			302,276
Espy P. Price	5/2/12	—	7,680			22,350
Timothy A. Larkin	5/2/12	—	62,464			181,770
Stephen L. Heiter	5/2/12	—	78,643			228,851
David E. Fleming	5/2/12	—	30,720			89,395
Ronald J. Morin	5/2/12	—	44,544			129,623

(1): Reflects the number of restricted stock units awarded in 2012. Except with respect to the shares of restricted stock granted to Mr. Epstein which is described in detail immediately below, restricted stock unit awards vest equally over three years, beginning with the first anniversary of the date of grant.
(2): Reflects the number of stock options each named executive officer was awarded in 2012. These options vest equally over three years, beginning with the first anniversary of the date of grant and have a term of five years.
(3): The exercise price for option and stock awards is set as the closing stock price on the date of grant. Annual stock and option awards are granted as a matter of Board policy two business days after the date of the Company's filing of its Annual Report on Form 10-K and related earnings press release.
(4): The amounts included in the "Grant Date Fair Value of Stock and Option Awards" column represent the grant date fair value of the awards made to named executives in 2012 computed in accordance with ASC 718.

Annual restricted stock and stock option awards approved by the Compensation Committee are based upon performance measures achieved during the prior year that are the same as the measures under the performance-based cash incentive compensation plan. Additionally, as a retention tool, all grants to NEOs are the time-based grants, vesting over a three year period from the date of grant. According to the Stock Incentive Plans, fair market value that is used to determine the exercise price for option grants is defined as the NASDAQ closing price of the Company's stock on the market trading of the grant date. Shares of restricted stock granted to NEOs during 2012 vest 1/3^rd after one year, 1/3^rd after two years and 1/3^rd after three years. No options were granted to NEOs in fiscal year 2012.

We adopted ASC 718 (formerly SFAS 123(R)) on January 1, 2007, see Note A under Item 8 of the 2012 Annual Report on Form 10-K. The grant date fair value of the 2012 option awards to employees is calculated using the Black-Scholes valuation model using the following weighted average assumptions:

Assumptions		Rate

Average risk free interest rate		0.43%
Average expected term (years)		3.5
Average expected volatility		72%

NEO Employment Arrangements

The Company currently has the following written agreements with the designated NEO:

Philip A. Epstein

We entered into an employment agreement, dated December 5, 2012, with Philip A. Epstein, our president, chief executive officer and chairman. This agreement provides for a base salary of $550,000 per year for 2013 and 2014, participation in our standard benefit plans for our executives, and participation in our other incentive compensation programs at the discretion of the Board of Directors.

Mr. Epstein's employment agreement also includes performance-based equity awards of 1,390,000 Restricted Shares of Common Stock that vest, if at all, based on the average closing trading price of Warren Resources, Inc.'s Common Stock over any period of thirty (30) consecutive trading days occurring during the period commencing on December 5, 2012 with respect to 695,000 Restricted Shares and on January 2, 2013 with respective to another 695,000 Restricted Shares and ending on the last business day occurring before the fifth anniversary of the Effective Dates as follows: (i) 231,666 Restricted Shares on the first day that the ACTP for any Thirty Day Period equals or exceeds $4.00, and (ii) an additional 193,056 Restricted Shares on the first day that the ACTP for any Thirty Day Period equals or exceeds any higher whole dollar increment ranging from $5 to $10.

Under his agreement, if Mr. Epstein's employment is terminated without cause or he terminates for "Good Reason", as defined in the agreement, and he executes a full and general release in favor of, and satisfactory to the Company, Mr. Epstein will be entitled to termination compensation equal to two (2) times his annual base salary, as well as an amount equal to his prorated bonus compensation for the year of termination. Additionally, in the event the termination without cause occurs after December 5, 2013, only to the extent that no other restricted shares of common stock have vested as a result of attaining certain minimum stock prices ranging from $4 to $10 per share based upon the average closing trading price ("ACTP") for a thirty day period, 231,666 restricted shares shall immediately be deemed vested.

Additionally, if there is a "change in control" event ("CIC Event") (as defined in the employment agreement) and his employment is terminated within 2 years of the CIC event, Mr. Epstein will be entitled to termination compensation equal to (a) two and one-half (2.5) times his annual base salary, (b) an amount equal to the average of his annual bonus for the prior 3 years, plus (c) his prorated bonus compensation for the year of termination and certain unvested stock options and restricted common stock may become immediately vested. In the event the termination under this Section 4.3(a) occurs after the first anniversary of the Effective Date, number of Restricted Shares that will be deemed vested, and only to the extent that no Restricted Shares have vested, will be 231,666. In the event of a CIC, any unvested Restricted Shares shall become vested based upon the price at which the CIC occurs, as if such price constituted the ACTP for a thirty day period; provided that for a price between whole dollar amounts, a marginal number of Restricted Shares vesting shall be determined based on a straight line interpolation between whole dollar amounts. Any Restricted Shares that do not

vest on such event shall continue to be held subject to vesting based upon the formula, provided that if the Company's Common Stock is no longer publicly traded, vesting shall be determined annually within ninety (90) days following the end of each fiscal year of the Company based on the fair market value of the Company's Common Stock determined by a nationally recognized independent accounting firm using valuation factors that are consistent with Section 409A of the Code and Treas. Reg. §1.409A-1(b)(iv)(B).

After the initial term of 2 years, Mr. Epstein's employment agreement automatically renews for an additional year on each anniversary of the effective date of the agreement, unless we notify Mr. Epstein or he notifies us in writing 60 days prior to such anniversary that we, or he, is not renewing his employment agreement. If the agreement is not renewed by the Company, it shall be treated as a termination without cause.

Timothy A. Larkin

We entered into an employment agreement, dated January 1, 2001, as last amended on June 17, 2005, with Timothy A. Larkin, our executive vice president and chief financial officer. Mr. Larkin's base salary was set in May 2012 at $341,692 per year. His base salary is subject to annual cost of living adjustments, He is entitled to participate in our standard benefit plans for our executives, and in our other incentive compensation programs at the discretion of the Board of Directors.

Under his agreement, if Mr. Larkin's employment is terminated without cause or there is a "change in control" event and he executes a full and general release in favor of, and satisfactory to, the Company, Mr. Larkin will be entitled to termination compensation equal to the greater of two years' annual base salary, or all of the base salary for the remainder of the employment term, as well as an amount equal to bonus compensation paid in the previous employment year. Additionally, if terminated without cause or there is a "change in control", all unvested stock options and restricted common stock become immediately vested.

Mr. Larkin's employment agreement automatically renews for an additional year on each anniversary of the effective date of the amended agreement, unless we notify Mr. Larkin or he notifies us in writing 90 days prior to such anniversary that we, or he, will not be renewing his employment agreement. No such notice of non-renewal has been presented by either party. Accordingly, Mr. Larkin's employment agreement has been renewed through December 31, 2013. Mr. Larkin's base salary was set in March 2013 at $354,505 per year.

David E. Fleming

We entered into an employment agreement dated June 17, 2005 with David E. Fleming, our senior vice president, general counsel and corporate secretary. Mr. Fleming's base salary was set in May 2012 at $317,321 per year. His base salary is subject to annual cost of living adjustments, He is entitled to participate in our standard benefit plans for our executives, and in our other incentive compensation programs at the discretion of the Board of Directors.

Under his agreement, if Mr. Fleming's employment is terminated without cause and he executes a full and general release in favor of, and satisfactory to, the Company, Mr. Fleming will be entitled to termination compensation equal to the greater of three month's base salary or all of the base salary for the remainder of the employment term. Additionally, if terminated without cause or there is a "change in control", all unvested stock options and restricted common stock become immediately vested. Also, in the event of a "change of control", Mr. Fleming is entitled to a cash severance payment equal to 12 months of his then current base compensation.

Mr. Fleming's employment agreement automatically renews for an additional year on each anniversary of the effective date of the amended agreement, unless we notify Mr. Fleming or he

notifies us in writing 90 days prior to such anniversary that we, or he, is not renewing his employment agreement. No such notice of non-renewal has been presented by either party. Accordingly, Mr. Fleming's employment agreement has been renewed through December 31, 2013. Mr. Fleming's base salary was set in March 2013 at $329,221 per year.

Separation Agreement with Norman F. Swanton

Effective June 1, 2012, the Company and Mr. Norman F. Swanton agreed that Mr. Swanton would step down and cease serving as Chairman, a Director and as CEO of the Company. On July 2, 2012, the Company and Mr. Swanton entered into a Separation and General Release Agreement. Mr. Swanton had been employed by the Company pursuant to that certain Employment Agreement, as last amended May 17, 2005. Pursuant to the terms of his Separation Agreement, his Employment Agreement was terminated without cause as of June 1, 2012, except as preserved in the Separation Agreement. Pursuant to the Separation Agreement, Mr. Swanton granted a general release of claims in exchange for the severance consideration and benefits provided to him under the agreement, as summarized below:

•: A severance payment equal to two times the sum of his annual base salary, which amount totals $1,242,516, to be paid (i) $516,693 in a lump sum on December 3, 2012, and (ii) $725,823, in seven equal consecutive bi-monthly installments of $103,689 commencing December 3, 2012 and ending by March 15, 2013.
•: Annual incentive bonus in the amount of $727,575, (which is equal to the amount that Mr. Swanton was paid as an annual bonus for 2011) paid on December 3, 2012.
•: All restricted stock units previously granted to Mr. Swanton that were unvested on June 1, 2012 vested in full and shares delivered on December 3, 2012. All stock options previously granted to Mr. Swanton that were unvested and unexpired on June 1, 2012 vested in full and were exercisable until December 31, 2012, at which time all unexercised stock options shall expire.
•: The Company agreed to reimburse premium payments under COBRA for Mr. Swanton and his eligible dependents under the Company's group medical and dental plans for the period ending December 31, 2012.

Retirement of Executive Vice President and Senior Vice President—Development

On December 19, 2012, Stephen L. Heiter, Executive Vice President, informed the Company on December 19, 2012 that he was retiring from his position effective on January 25, 2013, and also on December 19, 2012, Ronald J. Morin, Senior Vice President—Development, informed the Company that he was retiring from his position effective on January 25, 2013. On January 24, 2013, the Company entered into Separation and General Release Agreements with each of Mr. Heiter and Mr. Morin. Pursuant to the Separation Agreements, each of Mr. Heiter and Mr. Morin agreed that all prior agreements, including the offer letters dated as of June 29, 2011, between them and the Company are terminated. They further granted a general release of claims in exchange for the severance consideration and benefits provided to them under the agreements, as follows:

•: A severance payment equal to nine months of their annual base salary, as in effect immediately prior to January 25, 2013, which amount is $256,266 for Mr. Heiter and $215,522 for Mr. Morin, to be paid on February 22, 2013.
•: Each party also received their regular annual incentive bonus for 2012, and prorata bonus through January 25, 2013, which amount was $235,300, for Mr. Heiter and $138,523 for Mr. Morin, minus all tax withholdings required by law and other authorized deductions, to be paid on or before February 22, 2013.

•: Certain restricted stock units granted to Messrs. Heiter and Morin pursuant to the Warren Resources, Inc. 2010 Stock Incentive Plan that were unvested and unexpired on January 25, 2013 vested time-prorated. Certain stock options granted to Messrs. Heiter and Morin that were unvested and unexpired on January 25, 2013, vested time-prorated and became exercisable for a period of one year, at which time all unexercised stock options granted to Executive shall expire.
•: The Company agreed that each of Mr. Heiter and Mr. Morin shall pay 10% and the Company shall pay or reimburse 90% of the premium payments under COBRA for Mr. Heiter and Mr. Morin under the Company's group medical and dental plans for a period of one year.

OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2012

The following table reflects outstanding stock option awards classified as exercisable and unexercisable as of December 31, 2012 for each of the named executives. The table also reflects unvested and unearned stock awards assuming a market value of $2.81 a share (the closing stock price of the Company's stock on December 31, 2012).

	Option Awards				Stock Awards

Name	Number of Securities Underlying Unexercised Options (# Exercisable)	Number of Securities Underlying Unexercised Options (# Unexercisable)	Option Exercise Price ($/sh)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested(1)	Market Value of Shares or Units of Stock That Have Not Vested($)
Philip A. Epstein(2)	—	—	—	—	695,000	$1,952,950
Norman F. Swanton(3)	—	—	—	—	—	—
Espy P. Price(4)	19,224	—	0.51	3/4/14	—	—
	5,000	3,333	2.42	3/5/15	2,650	$7,447
	5,000	3,333	3.08	5/19/15	7,680	21,581
Timothy A. Larkin	37,500	—	11.15	3/7/13	—
	230,000	—	0.51	3/4/14	—
	106,667	53,333	2.42	3/5/15	45,933	$129,072
		—	—	—	62,464	175,524
David E. Fleming	—	—	—	—	—
	55,000	—	0.51	3/4/14	—
	40,000	20,000	2.42	3/5/15	21,200	$59,572
	—	—	—	—	30,720	86,323
Ronald J. Morin(5)	20,000	—	10.79	8/4/13	—
	25,000	—	0.51	3/4/14	—
	20,967	10,484	2.42	3/5/15	26,500	$74,465
	—	—	—	—	44,544	125,169
Stephen L. Heiter(5)	43,333	—	0.51	3/4/14	—
	38,500	19,250	2.42	3/5/15
	—	—	—	—	45,933	$129,072
					78,643	220,987

(1): In the event of a "change in control" of Warren (as defined in the stock option awards), all of these unvested stock options and restricted common stock awards become immediately vested.
(2): On December 5, 2012 ("Effective Date"), Mr. Epstein was granted Restricted Shares of Common Stock that will vest, if at all, based on the average closing trading price ("ACTP") of the Company's Common Stock over any period of thirty (30) consecutive trading days (a "Thirty Day Period") occurring during

the period commencing on the Effective Date and ending on the last business day occurring before the fifth anniversary of the Effective Date (the "Performance Period") as follows: (i) 115,833 Restricted Shares on the first day that the ACTP for any Thirty Day Period equals or exceeds $4.00, and (ii) an additional 96,528 Restricted Shares on the first day that the ACTP for any Thirty Day Period equals or exceeds any higher whole dollar increment ranging from $5 to $10.

(3): Mr. Swanton stepped down as Chairman and CEO on June 1, 2012.
(4): Mr. Price served as Interim CEO from June 1, 2012 through December 5, 2012. The option and restricted share amounts shown above were all granted to him in his capacity as a member of the Board of Directors and not for his services as Interim CEO.
(5): Mr. Heiter and Mr. Morin retired from the Company effective January 25, 2013.

OPTIONS EXERCISED AND STOCK VESTED DURING 2012

The following table summarizes the stock options exercised by the NEOs during the year ended December 31, 2012 on an aggregated basis and stock awards that vested during 2012 for each NEO.

	Option Awards				Stock Awards

	Number of Shares Acquired on Exercise		Value Realized Upon Exercise		Number of Shares Acquired on Vesting		Value Realized Upon Vesting
Philip A. Epstein		—		—		—		—
Norman F. Swanton		466,666	$	573,056		225,775	$	682,376
Espy P. Price		—		—		2,650	$	10,574
Timothy A. Larkin		—		—		22,967	$	91,638
Stephen L. Heiter		—		—		22,967	$	91,638
David E. Fleming		—		—		10,600	$	42,294
Ronald J. Morin		—		—		13,250	$	52,868

ESTIMATED BENEFITS UPON TERMINATION

The table below reflects potential payments to our NEOs under existing contracts, agreements, plans or arrangements, whether written or unwritten, for various scenarios involving a change of control or termination of employment of each NEO, assuming a December 31, 2012 termination date, and, where applicable, using the closing price of our common stock of $2.81 per share (as reported on the NASDAQ Stock Market as of December 31, 2012).

As further discussed above in "Compensation of Named Executive Officers—NEO Employment Agreements—Separation Agreement with Norman F. Swanton," effective June 1, 2012 Mr. Swanton stepped down as our CEO. Mr. Swanton received certain severance payments that are discussed in further detail above. Effective December 5, 2012, Mr. Price stepped down as our interim CEO and was paid a bonus in connection therewith that is further discussed in Compensation Discussion and Analysis above.



	Termination Without Cause									Termination Upon Change in Control

Name	Salary Based Severance (A)		Bonus Based Severance (B)		Long-Term Award Payouts(1) (C)			Total (A+B+C)		Salary Based Severance (A)		Bonus Based Severance (B)		Long-Term Award Payouts(1) (C) ($)			Total (A+B+C)

Philip A. Epstein(2)	$	1,100,000	$	352,000			(2)	$	1,452,000	$	1,375,000	$	704,000			(2)	$	2,079,000

Timothy A. Larkin(3)		683,384		218,683	$	325,396			1,227,463		683,384		218,683	$	325,396			1,227,463

Stephen L. Heiter(4)		256,266		16,600		327,566			600,432		256,266		16,600		327,566			600,432

Ronald J. Morin(5)		215,522		9,785		203,722			429,029		215,522		9,785		203,722			429,029

David E. Fleming(6)		317,321		—		153,695			471,016		317,321		—		153,695			471,016

(1): These amounts represent the value of long-term incentive awards (unvested stock options and the value of unvested restricted stock units) which vest upon a Termination Without Cause or Resignation for "Good Reason" or Termination upon a Change in Control and reflects the in-the-money value of unvested stock options and the value of unvested restricted stock units, all as of December 31, 2012 based upon the closing price of $2.81 per share as reported by the NASDAQ Stock Market.
(2): Under Mr. Epstein's employment agreement entered into on December 5, 2012, upon termination of his employment other than "For Cause" (as defined below) or if Mr. Epstein terminates his employment for "Good Reason" (as defined below), Mr. Epstein will be entitled to termination compensation equal to two (2) times his annual base salary, as well as an amount equal to his prorated bonus compensation for the year of termination. Additionally, in the event the termination without cause occurs after December 5, 2013, only to the extent that no other restricted shares of common stock have vested as a result of the publicly traded market price attaining certain minimum stock prices ranging from $4 to $10 per

share based upon the ACTP for a thirty day period, the 231,666 restricted shares shall immediately be deemed vested. Additionally, if there is a "change in control" event ("CIC Event") (as defined in the employment agreement) and his employment is terminated within 2 years of the CIC event, Mr. Epstein will be entitled to termination compensation equal to (a) two and one-half (2.5) times his annual base salary, (b) an amount equal to the average of his annual bonus for the prior 3 years, plus (c) his prorated bonus compensation for the year of termination and certain unvested stock options and restricted common stock become immediately vested. In the event of a CIC, any unvested Restricted Shares shall become vested based upon the price at which the CIC occurs, as if such price constituted the ACTP for a thirty day period; provided that for a price between whole dollar amounts, a marginal number of Restricted Shares vesting shall be determined based on a straight line interpolation between whole dollar amounts. Any Restricted Shares that do not vest on such event shall continue to be held subject to vesting based upon the formula, provided that if the Company's Common Stock is no longer publicly traded, vesting shall be determined annually within ninety (90) days following the end of each fiscal year of the Company based on the fair market value of the Company's Common Stock determined by a nationally recognized independent accounting firm using valuation factors that are consistent with Section 409A of the Code and Treas. Reg. §1.409A-1(b)(iv)(B).

(3): Under Mr. Larkin's employment agreement, effective as of December 31, 2012, upon termination of employment other than "For Cause" or if Mr. Larkin terminates his employment for "Good Reason", Mr. Larkin is entitled to severance pay equal to 2 years of his then-current base salary, and the most recent years' incentive cash bonus and all unvested stock options and restricted common stock become immediately vested.
(4): Mr. Heiter gave notice of his retirement on December 19, 2012, effective January 25, 2013.Under Mr. Heiter's employment agreement, effective as of December 31, 2012, as a result of his termination of employment or his resignation, Mr. Heiter was entitled to: (a) 9 month's salary-based cash severance, (b) all of his stock options shall vest and all restricted stock shall vest, (c) he receives cash bonuses that were time-prorated for the period of employment during such year and bonuses shall be calculated based on the degree of achievement realized through the end of the preceding quarter of the employees' Incentive Compensation Plan Matrix pay-out for such year, (d) one year to exercise vested stock options, and (e) one year of existing health care coverage to be paid by them at employee rates.
(5): Mr. Morin gave notice of his retirement on December 19, 2012, effective January 25, 2013.Under Mr. Morin's employment agreement, effective as of December 31, 2012, as a result of his termination of employment or his resignation, Mr. Morin was entitled to: (a) 9 month's salary-based cash severance, (b) all of his stock options shall vest and all restricted stock shall vest, (c) he receives cash bonuses that were time-prorated for the period of employment during such year and bonuses shall be calculated based on the degree of achievement realized through the end of the preceding quarter of the employees' Incentive Compensation Plan Matrix pay-out for such year, (d) one year to exercise vested stock options, and (e) one year of existing health care coverage to be paid by them at employee rates.
(6): Under Mr. Fleming's employment agreement, effective as of December 31, 2012, upon termination of employment other than "For Cause" or if Mr. Fleming terminates his employment for "Good Reason", Mr. Fleming is entitled to severance pay equal to 1 year of his then-current base salary and all unvested stock options and restricted common stock become immediately vested. A Death or Disability event is treated the same as a termination Without Cause.

Upon a termination without cause or a Change in Control, the NEO shall only receive the severance upon his execution of a mutual acceptable general release. The agreements also contain a requirement that the NEOs Senior Executive Officer keep our nonpublic information confidential. Upon termination of employment for any reason and not only after a change in control, the NEO agreements provide that the employee will not compete with the Company for a period ranging from 6 months to one year after the termination of the NEOs employment.

The following are general definitions that apply to the termination scenarios detailed above. These definitions have been summarized and are qualified in their entirety by the full text of the applicable plans or agreements to which our executive officers are parties.

"Involuntary Termination" is generally defined as any terminationthat does not result from the following termination events:

•: resignation;
•: retirement;
•: for cause;
•: death;

•: qualifying disability;
•: extended leave of absence; or
•: continued failure to perform duties or responsibilities.

"For Cause" is generally defined as:

•: the willful and continued failure of the executive to perform substantially the executive's duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness) or material breach of any material provision in an employment agreement (if applicable), after written demand for substantial performance is delivered to the executive by the Board or the CEO of the Company which specifically identifies the manner in which the Board or CEO believes that the executive has not substantially performed the executive's duties, or
•: the willful engaging by the executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company.

A "Change of Control" is generally defined as any one of the following occurrences:

•: any individual, entity or group acquires beneficial ownership of 50% or more of either the outstanding shares of our common stock or our combined voting power;
•: individuals who constitute the Board (as of the date of either a given change of control contract or an award agreement under our equity plans, as applicable) cease to constitute a majority of the Board, provided that an individual whose election or nomination as a director is approved by a vote of at least a majority of the directors as of the date of either the change of control contract or an award agreement under our equity plans, as applicable, will be deemed a member of the incumbent Board;
•: the date of approval by the Stockholders of the Company of an agreement providing for the merger or consolidation of the Company with another corporation or other entity where (x) Stockholders of the Company immediately prior to such merger or consolidation would not beneficially own following such merger or consolidation shares entitling such Stockholders to 50% or more of all votes (without consolidation of the rights of any class of stock to elect directors by a separate class vote) to which all Stockholders of the surviving corporation would be entitled in the election of directors, or (y) where the members of the Board of Directors, immediately prior to such merger or consolidation, would not, immediately after such merger or consolidation, constitute a majority of the board of directors of the surviving corporation; or
•: the sale of all or substantially all of the assets of the Company.

"Good Reason" is generally defined as any one of the following occurrences:

•: Material diminution in Executive's position, authority, duties or responsibilities;
•: any Change of Control event;
•: any material change in the location, as defined in the applicable agreement, where the Executive was employed immediately preceding the relocation.

Compensation Committee Interlocks and Insider Participation

During 2012, the Compensation Committee consisted of Anthony Coelho, Chairman, Chet Borgida, Dominick D'Alleva, Espy Price and Michael R. Quinlan. Except for Mr. Price who served as Interim CEO from June 1, 2012 through December 5, 2012, during which period he resigned from the Compensation Committee, none of these other individuals served as one of the Company's officers or

employees at any time during 2012. Additionally, none was formerly an officer of the Company with the exception of Mr. D'Alleva who was our Secretary until 2002. Except for Mr. Price's service as Interim CEO, none of the Company's executive officers served during 2012 as a member of the board of directors of any other company that has an executive officer serving as a member of the Compensation Committee.

Compensation Committee Report

The Compensation Committee is responsible for establishing and administering the executive compensation programs of the Company. The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.


		Respectfully Submitted,
		THE COMPENSATION COMMITTEE /s/ Anthony Coelho, Chairman /s/ Chet Borgida /s/ Dominick D'Alleva /s/ Espy Price

The above report of the Compensation Committee of the Company shall not be deemed to be "soliciting material" or to be "filed" with the Securities and Exchange Commission, nor shall this report be incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Director and Officer Indemnification Agreements

The Company has entered into indemnification agreements with its directors and certain executive officers, in part to enable the Company to attract and retain qualified directors and executive officers. These agreements require the Company, among other things, to indemnify such persons against certain liabilities that may arise by reason of their status or service as directors or officers, to advance their expenses for proceedings for which they may be indemnified and to cover such person under any directors' and officers' liability insurance policy the Company may maintain from time to time. These agreements are intended to provide indemnification rights to the fullest extent permitted under applicable Maryland law and are in addition to any other rights the Company's directors and executive officers may have under the Company's restated certificate of incorporation, bylaws and applicable law.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of December 31, 2012, with respect to shares of our common stock that may be issued under our existing equity compensation plans, all of which have been approved by our Stockholders.



	Number of Shares Authorized for Issuance under plan	Number of securities to be issued upon exercise of outstanding options and restricted stock	Weighted-average exercise price of outstanding options and restricted stock	Number of securities remaining available for future issuance under equity compensation plans

2000 Equity Incentive Plan	1,975,000	395,348	$3.12	0
2001 Stock Incentive Plan	2,500,000	257,311	$6.19	0
2001 Key Employee Stock Incentive Plan	2,500,000	916,650	$0.87	0
2010 Stock Incentive Plan	6,950,000	2,026,460	$3.11	4,658,895

Total	13,925,000	3,595,769	$2.76	4,658,895

In the event that Warren or Warren E&P is acquired by merger, consolidation, asset sale or equity sale, outstanding options will be assumed, or equivalent options will be issued by the successor corporation. If the successor corporation refuses to assume or substitute the options, the Compensation Committee may accelerate the participants' rights to exercise for a limited period of time after which the options would terminate. With respect to restricted stock awards, the Compensation Committee could also elect to terminate any vested awards in exchange for cash payments.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Transactions With Related Persons, Promoters And Certain Control Persons

The Company's board of directors has adopted a Code of Ethics and Business Conduct, which prohibits conflicts of interest between a director, officer or employee and the Company. The code requires directors, officers and employees to inform the Company of any transaction that involves related parties and that may give rise to a conflict of interest. Our Audit Committee, pursuant to the Audit Committee Charter, has oversight for related person transaction and compliance with our code. The Audit Committee will review, ratify or approve, as necessary, any related person transactions prior to the transaction being entered into, or ratify any related person transactions that have not been previously approved, in which a director, five percent owner, executive officer or immediate family member of any such person has a material interest, and which the transaction is in an amount in excess of $120,000, either individually or in the aggregate of several transactions during any calendar year. Since January 1, 2012, no other director, five-percent owner, executive officer or immediate family

member of any such person has had a material interest in a transaction with the Company that exceeded $120,000, except as otherwise disclosed in the Executive Compensation section of this Proxy Statement for Mr. Price's who served as Chairman and interim CEO from June 1, 2012 through December 5, 2012 (see "Compensation Of Named Executive Officers—Summary Compensation Table" above), and there is no currently proposed transaction exceeding this amount.

ITEM 2—RATIFICATION OF APPOINTMENT OF GRANT THORNTON LLP
AS INDEPENDENT AUDITORS

The Audit Committee has appointed Grant Thornton LLP to serve as independent auditors for the fiscal year ending December 31, 2013, and are presenting the selection to the Stockholders for ratification. Grant Thornton LLP has served as the Company's independent auditors for many years and is considered by management to be well qualified.

It is not expected that a representative of Grant Thornton LLP will be present at the Annual Meeting.

Audit Committee

For many years, the Company has had an Audit Committee composed entirely of non-management directors. The members of the Audit Committee meet the independence and experience requirements of the NASDAQ Stock Market and the New York Stock Exchange. In 2012, the Committee met 8 times. The Committee has adopted, and annually reviews, a charter outlining the practices it follows; a copy of the charter is available at our website at www.warrenresources.com. The charter complies with all current regulatory requirements.

The following report of the Audit Committee of the Company shall not be deemed to be "soliciting material" or to be "filed" with the Securities and Exchange Commission, nor shall this report be incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Audit Committee Report

The Audit Committee is responsible for monitoring the integrity of the Company's consolidated financial statements, the Company's system of internal controls, the Company's risk management, the qualifications and independence of the Company's independent auditor, the performance of the Company's internal and independent auditors and the Company's compliance with legal and regulatory requirements. We have the sole authority and responsibility to select, determine the compensation of, evaluate and, when appropriate, replace the Company's independent auditors. The Committee has four independent directors and operates under a written charter adopted by the Board. The Board has determined that each Committee member is independent under the standards of director independence established under our Corporate Governance Policies and the NASDAQ Stock Market listing requirements and is also "independent" for purposes of Section 10A(m)(3) of the Securities Exchange Act of 1934.

Management is responsible for the financial reporting process, including the system of internal controls, for the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America and for the report on the Company's internal control over financial reporting. The Company's independent auditors are responsible for auditing those financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States of America and for attesting to management's report on the Company's internal control over financial reporting. Our responsibility is to oversee and review the financial reporting process and to review and discuss management's report on the Company's internal control over financial reporting. We are not, however, professionally engaged in the practice of

accounting or auditing and do not provide any expert or other special assurance as to such financial statements concerning compliance with laws, regulations or generally accepted accounting principles or as to auditor independence. We rely, without independent verification, on the information provided to us and on the representations made by management and the independent auditors.

We held eight meetings during 2012. The meetings were designed, among other things, to facilitate and encourage communication among the Committee, management and the Company's independent auditors, Grant Thornton LLP. We discussed with Grant Thornton LLP the overall scope and plans for our audits. We met with Grant Thornton LLP, with and without management present, to discuss the results of their examination and their evaluation of the Company's internal controls.

We reviewed and discussed the Company's compliance with Section 404 of the Sarbanes-Oxley Act of 2002, including the Public Company Accounting Oversight Board's (PCAOB) Auditing Standard No. 2 regarding the audit of internal control over financial reporting.

We reviewed and discussed the Company's guidelines, policies and procedures for financial risk assessment and risk management and the major risk exposures of the Company and its business units, as appropriate. We reviewed and discussed with management its reports on risk management. We also met with the accountants conducting an internal operational review to discuss their findings and evaluation of our internal operation processes and controls.

We reviewed and discussed the audited consolidated financial statements for the year ended December 31, 2012 with management and Grant Thornton LLP. We also reviewed and discussed the unaudited Quarterly Reports on Form 10-Q with management and Grant Thornton LLP. We also discussed with management and Grant Thornton LLP the process used to support certifications by the Company's CEO and Chief Financial Officer that are required by the SEC and the Sarbanes-Oxley Act of 2002 to accompany the Company's periodic filings with the SEC and the processes used to support management's annual report on the Company's internal controls over financial reporting. We also reviewed and discussed the reviewed Quarterly Reports on Form 10-Q with management and Grant Thornton LLP.

We also discussed with Grant Thornton LLP matters that independent accounting firms must discuss with Audit Committees under generally accepted auditing standards and standards of the PCAOB, including, among other things, matters related to the conduct of the audit of the Company's consolidated financial statements and the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (Communication with Audit Committees).

Grant Thornton LLP also provided to the Committee the written disclosures and the letter required by PCAOB Rule 3526 (Independence Discussions with Audit Committees) and represented that it is independent from the Company. We discussed with Grant Thornton their independence from the Company. When considering Grant Thornton LLP's independence, we considered if services they provided to the Company beyond those rendered in connection with their audit of the Company's consolidated financial statements, reviews of the Company's interim condensed consolidated financial statements included in its Quarterly Reports on Form 10-Q were compatible with maintaining their independence. We also reviewed, among other things, the audit, audit-related and tax services performed by, and the amount of fees paid for such services to, Grant Thornton LLP. We received regular updates on the amount of fees and scope of audit, audit-related and tax services provided.

Based on our review and these meetings, discussions and reports, and subject to the limitations on our role and responsibilities referred to above and in the Audit Committee Charter, we recommended to the Board that the Company's audited consolidated financial statements for the year ended December 31, 2012 be included in the Company's Annual Report on Form 10-K. We have also selected

Grant Thornton LLP as the Company's independent auditors for the year ending December 31, 2013 and are presenting the selection to the Stockholders for ratification.

Dated: April 5, 2013


		/s/ Chet Borgida, Chairman /s/ Dominick D'Alleva /s/ Leonard DeCecchis /s/ Marcus C. Rowland

Audit Fees and Services

The following table sets forth the aggregate fees billed to the Company in each of the last two fiscal years by Grant Thornton LLP:

	2011		2012

Audit Fees	$	417,967	$	433,954
Audit Related Fees		—		—
Tax Fees(1)		28,450		24,850
All Other Fees		—		—

Totals	$	446,417	$	458,804

(1): Represents fees for assisting management in the preparation of the corporate tax return.

Consistent with SEC policies regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation and overseeing the work of the independent auditor. In recognition of this responsibility, the Audit Committee has established a policy to pre-approve all audit and permissible non-audit services provided by the independent auditor.

Prior to engagement of the independent auditor, management submits an aggregate of services expected to be rendered during that year for each of four categories of services to the Audit Committee for approval.

1. Audit services include audit work performed in the annual audit of the financial statements, as well as work that generally only the independent auditor can reasonably be expected to provide, including quarterly reviews, consents and assistance with and review of documents filed with the SEC, comfort letters, statutory audits, and attest services and consultation regarding financial accounting and/or reporting standards.

2. Audit-Related services are for assurance and related services that are traditionally performed by the independent auditor, including due diligence related to mergers and acquisitions, employee benefit plan audits, and special procedures required to meet certain regulatory requirements.

3. Tax services include all services performed by the independent auditor's tax personnel except those services specifically related to the audit of the financial statements, and includes fees in the areas of tax compliance.

4. Other Fees are those associated with services not captured in the other categories. The Company generally doesn't request such services from the independent auditor.

Prior to engagement, the Audit Committee pre-approves these services by category of service. The fees are budgeted and the Audit Committee requires the independent auditor and management to report actual fees versus the budget periodically throughout the year by category of service. During the year, circumstances may arise when it may become necessary to engage the independent auditor for additional services not contemplated in the original pre-approval. In those instances, the Audit Committee requires specific pre-approval before engaging the independent auditor.

The Audit Committee may delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting.

For 2011 and 2012, 100% of the accounting fees and services were pre-approved by the Audit Committee.

Ratification of the appointment of the independent auditors requires the holders of a majority of the votes cast at the Annual Meeting vote "FOR" this proposal. If the Stockholders should not ratify the appointment of Grant Thornton LLP, the Audit Committee will reconsider the appointment.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE

"FOR"

THE RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP
AS INDEPENDENT AUDITORS.

ITEM 3—ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, enables our stockholders to vote to approve, on an advisory (non-binding) basis, the compensation of our NEOs as disclosed in this proxy statement in accordance with the SEC's rules.

As discussed in our Compensation Discussion and Analysis ("CD&A") above, our executive compensation programs for our NEOs, as well as other executives, are designed to closely align executive rewards with the total return to stockholders and corporate, group and individual performance. Our Compensation Committee developed an overall compensation philosophy that is built on a foundation of these guiding principles:

•: Competitive Positioning: Total remuneration is designed to attract and retain the executive talent required to achieve our goals through a market competitive total remuneration package.
•: Performance Orientation: Executive compensation is designed to align the interests of executives and stockholders. It is also performance-based with a direct link to Company, business unit, and individual performance.
•: Fairness: Our compensation programs are designed to be fair and equitable across all employee groups and should not unfairly discriminate in favor of any one individual or group on the basis of age, service, or other non-performance related criteria.
•: Ownership and Responsibility: Our compensation programs recognize individual contributions as well as link executive and stockholder interests through compensation plans and programs that reward our executives, including our NEOs based on increases to stockholder value and the financial success of the Company.

We believe that the Company's executive compensation programs have been effective at incenting the achievement of positive results, appropriately aligning pay and performance and in enabling the Company to attract and retain very talented executives within our industry.

We are asking our stockholders to indicate their support for our NEO compensation as described in this proxy statement. This proposal, commonly known as a "say-on-pay" proposal, gives you as a stockholder the opportunity to express your views on our fiscal year 2012 executive compensation policies and procedures for NEOs. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the policies and procedures described in this proxy statement.

Accordingly, we ask our stockholders to vote "FOR" the following resolution at the Annual Meeting:

"RESOLVED, that the stockholders of Warren Resources, Inc. (the "Company") approve, on an advisory basis, the compensation of the NEOs as disclosed pursuant to Item 402 of Regulation S-K in the Company's proxy statement for the 2013 Annual Meeting of Stockholders."

Although this is an advisory vote which will not be binding on the Compensation Committee or the Board, we will carefully review the results of the vote. The Compensation Committee will consider our stockholders' concerns and take them into account when designing future executive compensation programs.

The Board therefore recommends that you indicate your support for the Company's executive compensation in fiscal year 2012, as outlined in the above resolution.

The resolution will be passed if the holders of a majority of the votes cast at the Annual Meeting vote "FOR" the resolution.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEM 3.

EXPENSES OF SOLICITATION

We bear all expenses incurred in connection with the solicitation of proxies. We have engaged various firms to assist with the solicitation of proxies for estimated fees of $40,000 plus expenses.

We will reimburse brokers, fiduciaries and custodians for their costs in forwarding proxy materials to beneficial owners of Common Stock held in their names.

Our Directors, officers and employees may also solicit proxies by mail, telephone and personal contact. They will not receive any additional compensation for these activities.

PROPOSALS OF STOCKHOLDERS FOR 2014 ANNUAL MEETING

According to Rule 14a-5(e)(1) of the Exchange Act, we must receive proposals of Stockholders on or before December 6, 2013, which is 120 days prior to April 5, 2014, the anniversary of the date that we mailed the proxy materials for the 2013 Annual Meeting of Stockholders that are intended to be presented at the 2014 Annual Meeting of Stockholders in order for the proposals to be eligible for inclusion in our 2014 proxy statement and proxy relating to that meeting. These proposals should be sent to the Corporate Secretary by fax to (212) 697-9466 or by mail to the Office of the Corporate Secretary, Warren Resources, Inc., 1114 Avenue of the Americas, 34th Floor, New York, NY 10036 or by e-mail to dfleming@warrenresources.com.

According to our by-laws, a proposal for action to be presented by any Stockholder at an Annual Meeting of Stockholders, including the nomination of persons for election to the Board of Directors, shall be out of order and shall not be acted upon unless:

•: The proposal is specifically described in our notice to all Stockholders of the meeting and the matters to be acted upon thereat, or

•: The proposal shall have been submitted in writing to the Secretary at the above fax number or mailing address or e-mail address and received at our principal executive offices no earlier than January 15, 2014, which is 120 days prior to the first anniversary of our 2013 Annual Meeting, and no later than February 14, 2014, which is 90 days before the first anniversary of our 2013 Annual Meeting, and such proposal is, under law, an appropriate subject for shareholder action, provided, however, that in the event that the date of the 2014 Annual Meeting is more than 30 days before or more than 60 days after the first anniversary of our 2013 Annual Meeting, notice by the Stockholder to be timely must be received by the Secretary not earlier than the 120th day prior to 2013 Annual Meeting date and not later than the 90th day prior to the 2014 Annual Meeting date, or if later, the 10th day following the day on which public announcement of the date of the 2014 Annual Meeting date is first made.

HOUSEHOLDING

As permitted by the 1934 Act, only one copy of this proxy statement and Annual Report are being delivered to Stockholders residing at the same address, unless such Stockholders have notified the Company of their desire to receive multiple copies of the proxy statement.

The Company will promptly deliver, upon oral or written request, a separate copy of the proxy statement and Annual Report to any Stockholder residing at an address to which only one copy was mailed. Requests for additional copies or to request a single copy of proxy statements and Annual Reports for Stockholders sharing address (if they are receiving multiple copies) should be directed to Investor Relations, by phone (212) 697-9660 or by fax at (212) 697-9466 or by mail to Investor Relations, Warren Resources, Inc., 1114 Avenue of the Americas, 34th Floor, New York, NY 10036 or by e-mail to info@warrenresources.com.

OTHER INFORMATION

Management does not know of any items, other than those referred to in the accompanying Notice of Annual Meeting of Stockholders, which may properly come before the meeting or other matters incident to the conduct of the meeting.

As to any other item or proposal that may properly come before the meeting, including voting on a proposal omitted from this proxy statement pursuant to the rules of the SEC, it is intended that proxies will be voted in accordance with the discretion of the proxy holders.

The form of proxy and this proxy statement have been approved by the Board of Directors and are being mailed and delivered to Stockholders by its authority.

ANNUAL REPORT TO STOCKHOLDERS AND FORM 10-K

The 2012 Annual Report on Form 10-K (which is not a part of the Company's proxy soliciting materials) is being mailed to the Company's Stockholders with this Proxy Statement. The Company's Annual Report on Form 10-K for year 2012 and the exhibits filed with it are available at the Company's web site at www.proxy.warrenresources.com. Upon request by any Stockholder to the following address, a copy of the 2012 10-K, without exhibits, will be furnished without charge, and a

copy of any or all exhibits to the 2012 10-K will be furnished for a fee which will not exceed the Company's reasonable expenses in furnishing the exhibits:

Investor Relations
Warren Resources, Inc.
1114 Avenue of the Americas, 34^th Floor
New York, NY 10036


		By Order of the Board of Directors,
		David E. Fleming, Senior Vice President, General Counsel and Corporate Secretary

New York, New York
April 5, 2013

VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. WARREN RESOURCES, INC. 1114 AVENUE OF THE AMERICAS NEW YORK, NY 10036 ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. For Withhold For All Except To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. All All The Board of Directors recommends you vote FOR the following: 1. Election of Directors Nominees 0 0 0 01 Anthony L. Coelho 02 Dominick D' Alleva 03 Espy P. Price The Board of Directors recommends you vote FOR proposals 2., 3. and 4. For000 Against 000 Abstain 000 2. For the ratification of the appointment of Grant Thornton LLP as the Company's auditors for the year 2013. 3. To approve, by non-binding vote, the compensation of the Company's named executive officers. 4. The proxies are authorized to vote upon such other business as may properly come before the meeting. 0 For address change/comments, mark here. (see reverse for instructions) Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date 0000173378_1 R1.0.0.51160

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement, Form 10-K is/are available at www.proxyvote.com . WARREN RESOURCES, INC. Annual Meeting of Stockholders May 15, 2013 This proxy is solicited by the Board of Directors The undersigned hereby appoints Chet Borgida and Leonard DeCecchis, each of them, with power to act without the other and with power of substitution, as proxies and attorneys-in-fact and hereby authorizes them to act and vote, as provided on the other side, all the shares of Warren Resources, Inc. Common Stock which the undersigned is entitled to vote, and, in their discretion, to vote upon such other business as may properly come before the Annual Meeting of Stockholders of the Company to be held May 15, 2013 or at any adjournment or postponement thereof, with all powers which the undersigned would possess if present at the Meeting. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Address change/comments: (If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.) Continued and to be signed on reverse side 0000173378_2 R1.0.0.51160

QuickLinks

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 15, 2013
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING
ITEM 1—ELECTION OF DIRECTORS
DIRECTORS NOMINATED THIS YEAR FOR TERM EXPIRING IN 2016
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE FOREGOING NOMINEES TO SERVE AS A DIRECTOR.
CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2015
CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2014
CORPORATE GOVERNANCE AND BOARD OF DIRECTORS' MATTERS
Code of Business Conduct for All Directors, Officers and Employees
Code of Ethics for Senior Financial Officers
Director Compensation for 2012
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
EXECUTIVE COMPENSATION COMPENSATION DISCUSSION AND ANALYSIS
NAMED EXECUTIVE OFFICERS
2013 EXECUTIVE COMPENSATION
COMPENSATION OF NAMED EXECUTIVE OFFICERS
Grants of Plan-based Awards Table for 2012
OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2012
OPTIONS EXERCISED AND STOCK VESTED DURING 2012
ESTIMATED BENEFITS UPON TERMINATION
EQUITY COMPENSATION PLAN INFORMATION
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
ITEM 2—RATIFICATION OF APPOINTMENT OF GRANT THORNTON LLP AS INDEPENDENT AUDITORS
ITEM 3—ADVISORY VOTE ON EXECUTIVE COMPENSATION
EXPENSES OF SOLICITATION
PROPOSALS OF STOCKHOLDERS FOR 2014 ANNUAL MEETING
HOUSEHOLDING
OTHER INFORMATION
ANNUAL REPORT TO STOCKHOLDERS AND FORM 10-K

Warren Resources (WRES) Inactive DEF 14ADefinitive proxy