UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
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[ ] | | Preliminary Proxy Statement |
[ ] | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
[ ] | | Definitive Proxy Statement |
[X] | | Definitive Additional Materials |
[ ] | | Soliciting Material under § 240.14a-12 |
STONE ENERGY CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[X] | | No fee required. |
[ ] | | Fee computed on table shown below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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| | (2) | | Aggregate number of securities to which transaction applies: |
| | (3) | | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| | (4) | | Proposed maximum aggregate value of transaction: |
| | (5) | | Total fee paid: |
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[ ] | | Fee paid previously with preliminary materials. |
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[ ] | | Check box if any part of the fee is offset as provided by Exchange Act Rule 240.0-11 and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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| | | | Vote by Internet |
| | | • Go towww.envisionreports.com/SGY |
| | | • Or scan the QR code with your smartphone |
| | | • Follow the steps outlined on the secure website |
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stone Energy Corporation Stockholders to be Held on May 19, 2016
Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual stockholders’ meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important!
This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The Notice of Annual Meeting of Stockholders, Proxy Statement and Annual Report to Stockholders are available at:
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| | Easy Online Access — A Convenient Way to View Proxy Materials and Submit Your Proxy |
| When you go online to view materials, you can also submit your proxy. |
| Step 1:Go towww.envisionreports.com/SGYto view the materials. |
| Step 2:Click onCast Your Vote or Request Materials. |
| Step 3:Follow the instructions on the screen to log in. |
| Step 4:Make your selection as instructed on each screen to select delivery preferences and vote. |
When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.
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| | Obtaining a Copy of the Proxy Materials – If you want to receive a copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed on the reverse side on or before May 9, 2016 to facilitate timely delivery. |
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Stockholder Meeting Notice |
Stone Energy Corporation’s Annual Meeting of Stockholders will be held on Thursday, May 19, 2016 at the Windsor Court Hotel, 300 Gravier Street, New Orleans, LA 70130, at 10:00 a.m. Central Time.
Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations.
The Board of Directors recommends a voteFOR all nominees andFOR Proposals 2, 3, 4, 5, 6 and 7:
| 1. | Election of 10 directors each to serve a term of one year: 01 - George R. Christmas, 02 - B.J. Duplantis,03 - Peter D. Kinnear, 04 - David T. Lawrence, 05 - Robert S. Murley, 06 - Richard A. Pattarozzi,07 - Donald E. Powell, 08 - Kay G. Priestly, 09 - Phyllis M. Taylor, 10 - David H. Welch |
| 2. | Proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2016 |
| 3. | Advisory vote to approve named executive officer compensation |
| 4. | Proposal to approve the First Amendment to the 2009 Amended and Restated Stock Incentive Plan (As Amended and Restated December 17, 2015) (the “Stock Incentive Plan”) to increase the number of shares reserved for issuance under the Stock Incentive Plan by 450,000 shares |
| 5. | Proposal to approve the material terms of the Stock Incentive Plan, as amended by the First Amendment, for the purposes of complying with the requirements of Section 162(m) of the Internal Revenue Code |
| 6. | Proposal to approve an amendment to our Certificate of Incorporation to increase the number of shares of authorized common stock from 150,000,000 shares to 300,000,000 shares |
| 7. | Proposal to approve a series of three alternative potential amendments to the Certificate of Incorporation to authorize the Board of Directors to effect a reverse stock split of our common stock at ratios of 1-for-5, 1-for-10 and 1-for-20, respectively, such ratio to be determined by the Board of Directors if the Board of Directors subsequently determines to proceed with the reverse stock split and to proportionately decrease the number of authorized shares of common stock |
PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To submit your proxy you must vote online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you.
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Directions to the Stone Energy Corporation Annual Meeting of Stockholders |
| | Traveling I-10 Eastbound:Head southeast on US 90 Bus W. Take Exit 11C, Tchoupitoulas/South Peters St. Turn left onto South Peters St. Cross Poydras, turn left onto Gravier St., Windsor Court Hotel is on left. 300 Gravier St. Traveling I-10 Westbound:Exit 235B. Merge onto S. Derbigny St. Turn right onto Canal St. Turn right onto Tchoupitoulas St. Turn left onto Gravier St., Windsor Court Hotel is on right. 300 Gravier St. Traveling US-90 Business:Head west on US 90 E. Take Exit 11C, Tchoupitoulas St. Proceed straight through intersection at base of ramp. Turn left at next intersection, S. Peters St. Cross Poydras, turn left onto Gravier St., Windsor Court Hotel is on left. 300 Gravier St. Parking:Valet offered at Windsor Court. Public parking is offered at 542 Tchoupitoulas St., continue straight on Tchoupitoulas St. passing Gravier St., cross Poydras St., parking lot on left. |
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| | Here’s how to order a copy of the proxy materials and select a future delivery preference: |
| Paper copies:Current and future paper delivery requests can be submitted via the telephone, Internet or email options below. |
| Email copies:Current and future email delivery requests must be submitted via the Internet following the instructions below. If you request an email copy of current materials you will receive an email with a link to the materials. |
| PLEASE NOTE:You must use the number in the shaded bar on the reverse side when requesting a set of proxy materials. |
| | g | | Internet– Go towww.envisionreports.com/SGY. Click Cast Your Vote or Request Materials. Follow the instructions to log in and order a copy of the current meeting materials and submit your preference for email or paper delivery of future meeting materials. |
| | g | | Telephone– Call us free of charge at 1-866-641-4276 and follow the instructions to log in and order a paper copy of the materials by mail for the current meeting. You can also submit a preference to receive a paper copy for future meetings. |
| | g | | Email– Send email to investorvote@computershare.com with “Proxy Materials Stone Energy Corporation” in the subject line. Include in the message your full name and address, plus the number located in the shaded bar on the reverse, and state in the email that you want a paper copy of current meeting materials. You can also state your preference to receive a paper copy for future meetings. |
| | | | To facilitate timely delivery, all requests for a paper copy of the proxy materials must be received by May 9, 2016. |
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