SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of
the Commission Only (as
permitted by Rule
14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
PETROQUEST ENERGY, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which
transaction applies:
----------------------------------------------------
(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:
----------------------------------------------------
[ ] Fee paid previously with preliminary materials: ------------------
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) 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.
(1) Amount previously paid: ----------------------------
(2) Form, Schedule or Registration Statement No.: ------
(3) Filing Party: --------------------------------------
(4) Date Filed: ----------------------------------------
PETROQUEST ENERGY, INC.
400 E. KALISTE SALOOM ROAD, SUITE 6000
LAFAYETTE, LOUISIANA 70508
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held April 30, 2002
----------
Dear Stockholders:
We cordially invite you to attend our 2002 Annual Meeting of
Stockholders. The meeting will be held on Tuesday, April 30, 2002 at 10:00 a.m.
(Lafayette time), at the Petroleum Club of Lafayette at 111 Heymann Boulevard,
Lafayette, Louisiana 70503. At the meeting we will:
1. Elect the Board of Directors; and
2. Transact any other business as may properly come before the meeting.
Stockholders who owned our common stock at the close of business on
Monday, March 18, 2002 may attend and vote at the meeting. A stockholders' list
will be available at our offices at 400 E. Kaliste Saloom Road, Suite 6000,
Lafayette, Louisiana 70508 for a period of ten days prior to the meeting. If you
cannot attend the meeting, you may vote by mailing the Proxy Card in the
enclosed postage-prepaid envelope. Any stockholder attending the meeting may
vote in person, even though he or she has already returned a Proxy Card.
We look forward to seeing you at the meeting.
By order of the Board of Directors,
/s/ DANIEL G. FOURNERAT
Daniel G. Fournerat
Senior Vice President, General Counsel
and Secretary
Lafayette, Louisiana
March 28, 2002
PLEASE COMPLETE, SIGN AND DATE THE PROXY CARD AS PROMPTLY
AS POSSIBLE AND RETURN IT IN THE ENCLOSED ENVELOPE
PETROQUEST ENERGY, INC.
PROXY STATEMENT
INFORMATION CONCERNING SOLICITATION AND VOTING
Our Board of Directors is soliciting proxies for the 2002 Annual
Meeting of Stockholders to be held on Tuesday, April 30, 2002 at 10:00 a.m.
(Lafayette time) at the Petroleum Club of Lafayette at 111 Heymann Boulevard,
Lafayette, Louisiana 70503, and at any adjournments or postponements of the
meeting. This Proxy Statement contains important information for you to consider
when deciding how to vote on the matters brought before the meeting. Please read
it carefully.
PetroQuest will pay the costs of soliciting proxies from stockholders.
Directors, officers and regular employees may solicit proxies on behalf of
PetroQuest, without additional compensation, personally or by telephone. Voting
materials, which include the Proxy Statement, Proxy Card and 2002 Annual Report,
will be mailed to stockholders on or about March 28, 2002.
QUESTIONS AND ANSWERS
Q: WHO CAN ATTEND AND VOTE AT THE MEETING?
A: The Board set March 18, 2002 as the record date for the meeting. You
can attend and vote at the meeting if you were a stockholder at the
close of business on the record date, March 18, 2002. On that date,
there were 37,769,191 shares outstanding and entitled to vote at the
meeting.
Q: WHAT PROPOSALS WILL BE VOTED ON AT THE MEETING?
A: The only proposal scheduled to be voted on at the meeting is the
election of directors.
Q: HOW WILL THE PROXIES VOTE ON ANY OTHER BUSINESS BROUGHT UP AT THE
MEETING?
A: By submitting your Proxy Card, you authorize the proxies to use their
judgment to determine how to vote on any other matter brought before
the meeting. We do not know of any other business to be considered at
the meeting. The proxies' authority to vote according to their judgment
applies only to shares you own as a stockholder of record.
Q: HOW DO I CAST MY VOTE?
A: If you hold your shares as a stockholder of record, you can vote in
person at the annual meeting or you can vote by mail. If you are a
street-name stockholder, you will receive instructions from your bank,
broker or other nominee describing how to vote your shares.
The enclosed Proxy Card contains instructions for voting by mail. The
proxies identified on the back of the Proxy Card will vote the shares
of which you are the stockholder of record in accordance with your
instructions. If you submit a Proxy Card without giving specific voting
instructions, the proxies will vote those shares as recommended by the
Board of Directors.
Q: HOW DOES THE BOARD RECOMMEND I VOTE ON THE PROPOSALS?
A: The Board recommends you vote "FOR" each of the nominees to the Board
of Directors.
Q: CAN I REVOKE MY PROXY CARD?
A: Yes. You can revoke your proxy card by:
o Submitting a new proxy card;
o Giving written notice before the meeting to our Secretary
stating that you are revoking your proxy card; or
o Attending the meeting and voting your shares in person.
Q: WHO WILL COUNT THE VOTE?
A: The inspector of election will count the vote. PetroQuest's Secretary
will act as the inspector of election.
Q: WHAT IS A "QUORUM?"
A: A quorum is the number of shares that must be present to hold the
meeting. The quorum requirement for the meeting is a majority of the
outstanding shares as of the record date, present in person or
represented by proxy. If you submit a valid Proxy Card or attend the
meeting, your shares will be counted to determine whether there is a
quorum. Abstentions and broker non-votes also count toward the quorum.
"Broker non-votes" occur when nominees (such as banks and brokers) that
hold shares on behalf of beneficial owners do not receive voting
instructions from the beneficial owners prior to the meeting and do not
have discretionary voting authority to vote those shares.
Q: WHAT VOTE IS REQUIRED TO APPROVE EACH ITEM?
A: The nominees for director will be elected by a plurality of the votes
cast at the annual meeting. The seven nominees for election as
directors at the annual meeting who receive the greatest number of
votes cast for election by the stockholders will be elected as our
directors. In the election of directors, you may vote "FOR" all
nominees, "AGAINST" all nominees or withhold your vote for any one or
more of the nominees. All other matters to be considered at the meeting
require the affirmative vote of a majority of the shares entitled to
vote and present in person or by proxy at the meeting. In a plurality
vote, abstentions are not considered a vote cast and will not affect
the outcome. In a majority vote, however, express abstentions have the
effect of a vote against a particular proposal.
Q: WHAT SHARES ARE INCLUDED ON MY PROXY CARD?
A: Your Proxy Card represents all shares registered to your account in the
same social security number and address.
Q: WHAT DOES IT MEAN IF I GET MORE THAN ONE PROXY CARD?
A: Your shares are probably registered in more than one account. You
should vote each Proxy Card you receive. We encourage you to
consolidate all your accounts by registering them in the same name,
social security number and address.
Q: HOW MANY VOTES CAN I CAST?
A: On all matters you are entitled to one vote per share.
Q: WHERE CAN I FIND THE VOTING RESULTS OF THE MEETING?
A: The preliminary voting results will be announced at the meeting. The
final results will be published in our quarterly report on Form 10-Q
for the second quarter of 2002.
2
PROPOSAL 1
ELECTION OF DIRECTORS
At the meeting, seven directors are to be elected. Each director is to
hold office until the next annual meeting of stockholders or until his successor
is elected and qualified. The persons named in the accompanying Proxy have been
designated by the Board of Directors, and unless authority is withheld, they
intend to vote for the election of the nominees named below to the Board of
Directors. If any nominee should become unavailable for election, the Proxy may
be voted for a substitute nominee selected by the persons named in the Proxy or
the Board of Directors may be reduced accordingly; however, the Board of
Directors is not aware of any circumstances likely to render any nominee
unavailable.
NOMINEES
Certain information regarding the nominees is set forth below:
<Table>
<Caption>
NAME AGE POSITION DIRECTOR SINCE
- ---- --- -------- --------------
Charles T. Goodson 46 Chairman of the Board, Chief Executive Officer and 1998
Director
Alfred J. Thomas, II 65 President, Chief Operating Officer and Director 1998
Ralph J. Daigle 54 Executive Vice President and Director 1998
Michael O. Aldridge 43 Senior Vice President, Chief Financial Officer, 2000
Treasurer and Director
William W. Rucks, IV (1)(2) 44 Director 1999
E. Wayne Nordberg (1)(2) 63 Director 2000
Jay B. Langner (1)(2) 72 Director 2000
</Table>
- ----------
(1) Member, Audit Committee of the Board of Directors.
(2) Member, Compensation Committee of the Board of Directors.
Charles T. Goodson has served as our Chairman of the Board since May
2000, and has served as our Chief Executive Officer and as a member of our Board
of Directors since September 1998. He also served as our President from
September 1998 to May 2000. From 1995 to 1998, Mr. Goodson was President of
American Explorer, L.L.C., a private oil and gas exploration and production
company we subsequently acquired. Since 1985, he has served as President and 50%
owner of American Explorer, Inc., an oil and gas operating company which
formerly operated properties for us. From 1980 to 1985 he worked for Callon
Petroleum Company, first as a landman, then district land manager and then
regional land manager. He began his career in 1978 as a landman for Mobil Oil
Corporation.
Alfred J. Thomas, II has served as our President since May 2000, and
has served as our Chief Operating Officer and as a member of our Board of
Directors since September 1998. From 1995 to 1998, Mr. Thomas was Chief
Executive Officer of American Explorer, L.L.C., a private oil and gas
exploration and production company we subsequently acquired. Since 1985, he has
served as Chief Executive Officer and 50% owner of American Explorer, Inc., an
oil and gas operating company which formerly operated properties for us. From
1976 through 1984 he was a partner in Petitfils, Thomas and Associates, an oil
and gas engineering consulting firm. He worked for the Superior Oil Company as a
petroleum engineer from 1959 to 1976.
Ralph J. Daigle has served as a member of our Board of Directors since
September 1998, and has served as our Executive Vice President since December
2001. He also served as our Senior Vice President of Exploration from September
1998 to December 2001. From 1995 to 1998, Mr. Daigle was Senior Vice President
of Exploration of American Explorer, L.L.C., a private oil and gas exploration
and production company we subsequently acquired. Since 1989, he has served as
the Senior Vice President of Exploration of American Explorer, Inc., an oil and
gas operating company which formerly operated properties for us. From 1984 to
1989, he worked as an independent geophysical consultant. From 1979 to 1984, he
was employed by X-Plor, an exploration and production consulting group. He
worked for Texas Pacific Oil Company as a geophysical interpreter of seismic
data from 1977 until 1979 and served in the same capacity with Union Oil Company
from 1973 to 1977.
3
Michael O. Aldridge has served as our Senior Vice President and Chief
Financial Officer and as a member of our Board of Directors since May 2000. He
has also served as our Treasurer since May 2001, and served as our Secretary
from May 2000 to May 2001. From 1992 to 1999, Mr. Aldridge served first as Vice
President - Controller and then as Vice President - Corporate Communications for
Ocean Energy, Inc., a public oil and gas exploration and development company.
From 1991 to 1992, he served as Chief Financial Officer for Fleet Petroleum
Partners, an independent exploration and production company. Prior to this, he
served the oil and gas industry for eleven years with Ernst & Young, where he
attained the level of senior manager. Mr. Aldridge earned a Bachelor of Science
in accounting from Louisiana State University in 1980 and is a certified public
accountant.
William W. Rucks, IV has served as a member of our Board of Directors
since October 1999. Mr. Rucks has been a private venture capitalist-investor
since September 1996. He has served as a director of OMNI Energy Services, Inc.,
a public oil and gas company, from 1997 to October 2001 and also served as
Chairman of the Board from February 2001 to October 2001. He served as president
and vice chairman of Ocean Energy, Inc. (formerly Flores & Rucks, Inc.), a
public oil and gas exploration and development company, from July 1995 until
September 1996 and as its President and Chief Executive Officer from its
inception in 1992 until July 1995. From 1985 to 1992, Mr. Rucks served as
President of FloRuxco, Inc. Mr. Rucks earned a Bachelor of Science in Business
Administration from Louisiana State University in 1979.
E. Wayne Nordberg has served as a member of our Board of Directors
since April 2000. Since 1998, Mr. Nordberg has served as Vice Chairman of the
Board of KBW Asset Management, Inc. KBW is an affiliate of Keefe, Bruyette, &
Woods, Inc., a registered investment advisor offering investment management
services to institutions and high net worth individuals. From 1988 to 1998, Mr.
Nordberg served in various capacities for Lord, Abbet & Co., a mutual fund
company, including partner and director of their family of funds. He is a member
of the Financial Analysts Federation and The New York Society of Security
Analysts. Mr. Nordberg received a Bachelor of Arts in Economics from Lafayette
College, Easton, Pennsylvania, where he is a Trustee Emeritus.
Jay B. Langner has served as a member of our Board of Directors since
April 2000. Since April of 1999, Mr. Langner has served as honorary chairman of
Hudson General Corporation, an aviation services company. From 1961 to 1999, Mr.
Langner served in various capacities for Hudson General, including Chairman and
Chief Executive Officer. He serves as Chairman of the Board of Montefiore
Medical Center and is a member of the board of directors of Orpheus Chamber
Orchestra and Gregorian University Foundation. Mr. Langner received a Bachelor
of Science in Economics from the Wharton School of the University of
Pennsylvania.
BOARD AND COMMITTEE ACTIVITY, STRUCTURE AND COMPENSATION
In accordance with Delaware corporate law, our business is managed
under the direction of our Board of Directors. There are currently two standing
committees of the Board of Directors, the Audit Committee and the Compensation
Committee. The Board does not currently have a nominating committee. Committee
membership and the functions of those committees are described below.
During 2001, the Board of Directors held seven meetings. All directors
attended at least 75% of the total meetings of the Board and the committees on
which they serve.
AUDIT COMMITTEE. The current members of the Audit Committee are Jay B.
Langner, E. Wayne Nordberg and William W. Rucks, IV. Under the rules of the
National Association of Securities Dealers, all of the members of the committee
are independent. The Audit Committee operates under a written charter adopted by
the Board of Directors on May 23, 2000. The committee met two times during 2001.
The committee is responsible for monitoring the integrity of our consolidated
financial statements, our system of internal controls and the independence and
performance of our independent auditors. The committee also recommends to the
Board of Directors the retention and selection of our independent auditors.
COMPENSATION COMMITTEE. The current members of the Compensation
Committee are Jay B. Langner, E. Wayne Nordberg and William W. Rucks, IV. During
2001, Daniel G. Fournerat and Francisco A. Garcia also served on the committee.
The committee met four times during 2001. The committee recommends to the Board
the compensation to be paid to our officers and key employees and the
compensation of the Board of Directors. Except as otherwise provided in any
specific plan adopted by the Board of Directors, the committee is responsible
for administration of executive compensation plans, incentive stock plans and
other forms of compensation of officers
4
and key employees. The committee has the power and authority to authorize any of
our officers to agree to such documents, agreements and instruments related to
such plans and compensation as are approved by the committee.
DIRECTOR COMPENSATION. Our employee directors are not separately
compensated for their service as directors. Our non-employee directors are
entitled to receive stock option grants as consideration for their service as
directors. Each non-employee director who is reelected as a non-employee
director at PetroQuest's annual meeting of stockholders and who has served
PetroQuest as a non-employee director for at least one full calendar year, will
be granted on the date of such annual meeting a nonstatutory stock option to
purchase 20,000 shares of our common stock. The nonstatutory stock option will
have an exercise price equal to the fair market value of one share of our common
stock on such date with a term of ten years and will vest over a three year
period with one-third of the shares vesting on each of the first, second and
third anniversaries of the grant date. In May 2001, our non-employee directors,
Messrs. Langner, Nordberg and Rucks, and our former non-employee director, Mr.
Garcia, received non-statutory stock options to purchase 20,000 shares of our
common stock each, at an exercise price of $7.65 per share pursuant to this
arrangement.
The members of the Board of Directors are entitled to reimbursement of
their expenses incurred in connection with the attendance at Board and committee
meetings in accordance with company policy.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL SEVEN NOMINEES TO
OUR BOARD OF DIRECTORS.
5
OTHER INFORMATION
PRINCIPAL STOCKHOLDERS
The following table presents certain information as of March 18, 2002,
as to:
o each stockholder known by us to be the beneficial owner of
more than five percent of our outstanding shares of common
stock,
o each executive officer named in the Summary Compensation
Table, and
o all directors and executive officers as a group.
<Table>
<Caption>
SHARES BENEFICIALLY OWNED (1)
-----------------------------
PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER (2) NUMBER CLASS
---------------------------------------- ----------- ----------
Cramer Rosenthal McGlynn, LLC (3)............................................ 4,763,500 14.6%
707 Westchester Avenue
White Plains, New York 10604
Charles T. Goodson (4)....................................................... 3,639,028 9.6%
Ralph J. Daigle (5).......................................................... 3,005,595 7.9%
Alfred J. Thomas, II (6)..................................................... 2,309,469 6.1%
William W. Rucks, IV (7)..................................................... 858,334 2.3%
E. Wayne Nordberg (8)........................................................ 652,160 1.7%
Jay B. Langner (9)........................................................... 270,000 *
Michael O. Aldridge (10)..................................................... 198,450 *
Daniel G. Fournerat (11)..................................................... 161,867 *
Stephen H. Green (12)........................................................ 68,251 *
Arthur M. Mixon (13)......................................................... 20,000 *
Dalton F. Smith, III (14).................................................... 14,033 *
All directors and executive officers as a group (11 persons)(4-14)........... 11,074,937 28.5%
</Table>
- ----------
* Less than 1%
(1) Except as otherwise indicated, all shares are beneficially owned, and
the sole investment and voting power is held, by the person named. This
table is based on information supplied by officers, directors and
principal stockholders and reporting forms, if any, filed with the
Securities and Exchange Commission on behalf of such persons.
(2) Unless otherwise indicated, the address of all beneficial owners of
more than five percent of our shares of common stock set forth above is
400 E. Kaliste Saloom Road, Suite 6000, Lafayette, Louisiana 70508.
(3) The beneficial owners of these shares of common stock have shared
voting and shared investment power to all of the shares of common stock
as reflected on Schedule 13G filed by Cramer Rosenthal McGlynn, LLC
with the Securities Exchange Commission on February 14, 2002.
(4) Includes (i) 3,518,028 shares of common stock directly held by Mr.
Goodson, (ii) 30,000 shares of common stock indirectly held by American
Explorer, Inc., a company in which Mr. Goodson has 50% ownership, and
(iii) 91,000 shares of common stock issuable on the exercise of vested
options.
(5) Includes (i) 2,894,595 shares of common stock directly held by Mr.
Daigle, (ii) 26,000 shares of common stock directly held by his
daughter, and (iii) 85,000 shares of common stock issuable on the
exercise of vested options.
(6) Includes (i) 1,658,509 shares of common stock directly held by Mr.
Thomas, (ii) 529,960 shares of common stock directly held by his wife,
(iii) 30,000 shares of common stock indirectly held by American
Explorer, Inc., a company in which Mr. Thomas has 50% ownership, and
(iv) 91,000 shares of common stock issuable on the exercise of vested
options.
6
(7) Includes (i) 580,000 shares of common stock directly held by Mr. Rucks,
(ii) four-year warrants to purchase 225,000 shares of common stock at
an exercise price of $1.25 per share, and (iii) 53,334 shares of common
stock issuable on the exercise of vested options.
(8) Includes (i) 295,000 shares of common stock directly held by Mr.
Nordberg, (ii) 72,160 shares of common stock directly and indirectly
held by his wife, (iii) 70,000 shares of common stock directly held by
the Olivia S. Nordberg Trust, (iv) 80,000 shares of common stock
directly held by the Anna and Samuel Nordberg Trust, (v) four-year
warrants to purchase 50,000 shares of common stock at an exercise price
of $1.25 per share directly held by Mr. Nordberg, (vi) four-year
warrants to purchase 25,000 shares of common stock at an exercise price
of $1.25 per share directly held by the Anna and Samuel Nordberg Trust,
(vii) 50,000 shares of common stock issuable on the exercise of vested
options, and (viii) four-year warrants to purchase 10,000 shares of
common stock at an exercise price of $1.25 per share directly held by
his wife.
(9) Includes (i) 170,000 shares of common stock directly held by Mr.
Langner, (ii) four-year warrants to purchase 50,000 shares of common
stock at an exercise price of $1.25 per share, and (iii) 50,000 shares
of common stock issuable on the exercise of vested options.
(10) Includes (i) 37,783 shares of common stock directly held by Mr.
Aldridge, (ii) 81,500 shares of common stock which may be directly held
by Mr. Aldridge on the exercise of a vested option to acquire common
stock from Messrs. Goodson, Thomas and Daigle, and (iii) 79,167 shares
of common stock issuable on the exercise of vested options.
(11) Includes (i) 27,783 shares of common stock directly held by Mr.
Fournerat, (ii) 40,750 shares of common stock which may be directly
held by Mr. Fournerat on the exercise of a vested option to acquire
common stock from Messrs. Goodson, Thomas and Daigle, and (iii) 93,334
shares of common stock issuable in the exercise of vested options.
(12) Includes (i) 2,250 shares of common stock directly held by Mr. Green's
son, (ii) 1,000 shares of common stock directly held by his daughter,
and (iii) 65,001 shares of common stock issuable on the exercise of
vested options.
(13) Includes 20,000 shares of common stock issuable on the exercise of
vested options.
(14) Includes 13,333 shares of common stock issuable on the exercise of
vested options.
7
EXECUTIVE OFFICERS
Our executive officers serve at the pleasure of the Board of Directors
and are subject to annual appointment by the Board at its first meeting
following the annual meeting of stockholders. All of our executive officers are
listed in the following table, and certain information concerning those
officers, except for Messrs. Goodson, Thomas, Daigle and Aldridge who are also
members of the Board of Directors, follows the table:
<Table>
<Caption>
NAME AGE POSITION
- ---- --- --------
Charles T. Goodson........................... 46 Chairman of the Board, Chief Executive Officer and
Director
Alfred J. Thomas, II ........................ 65 President, Chief Operating Officer and Director
Ralph J. Daigle ............................. 54 Executive Vice President and Director
Michael O. Aldridge.......................... 43 Senior Vice President, Chief Financial Officer and
Secretary
Daniel G. Fournerat.......................... 48 Senior Vice President, General Counsel and Secretary
Arthur M. Mixon, III ........................ 43 Senior Vice President - Operations
Dalton F. Smith, III......................... 40 Senior Vice President - Business Development & Land
Stephen H. Green............................. 46 Senior Vice President - Exploration
</Table>
Daniel G. Fournerat has served as our Senior Vice President and General
Counsel since April 2001, our Secretary since May 2001, and served as a member
of our Board of Directors from September 1998 to October 2001. He also served as
our outside counsel from September 1998 to April 2001. Mr. Fournerat is an
attorney-at-law who practiced oil and gas law with the Onebane Law Firm, a
Lafayette, Louisiana law firm, from 1977 to April 2001. Mr. Fournerat earned a
Bachelor of Science Degree in accounting from McNeese State University in 1974
and a Juris Doctorate Degree from Louisiana State University in 1976.
Arthur M. Mixon, III has served as our Senior Vice President-Operations
since January 1, 2001. From 1981 to 2001, Mr. Mixon accumulated twenty years of
experience with BP Amoco PLC, a public petroleum and petrochemical company, in a
variety of engineering, supervisory and management positions in the United
States, Trinidad and Tobago, and Venezuela. He most recently served as Drilling
and Completions Manager-Deepwater Production Business Unit for BP Amoco PLC in
Houston, Texas. Mr. Mixon is a Registered Professional Engineer and a member of
the Society of Petroleum Engineers and was 1999 Chairman of the Latin America
Drilling Safety Initiative. Mr. Mixon received a Bachelor of Science Degree in
Petroleum Engineering from Louisiana State University in 1980.
Dalton F. Smith, III has served as our Senior Vice President - Business
Development & Land since September 2001. He also served as our Vice President -
Business Development & Land from March 2001 to September 2001. From March 1998
to September 1999, Mr. Smith first served as Land Manager - Gulf of Mexico Shelf
for UNOCAL Corporation, a major independent oil and gas exploration and
production company. From September 1999 to March 2001, Mr. Smith's managerial
oversight was expanded to include all of UNOCAL's lower 48 onshore land
activities in addition to the Gulf of Mexico Shelf. Prior to his employment with
Unocal, Mr. Smith served fourteen years with Mobil Oil Corporation. Mr. Smith
earned a Bachelor of Science in Petroleum Land Management from the University of
Louisiana of Lafayette in 1984 and is a certified professional landman.
Stephen H. Green has served as our Senior Vice President - Exploration
since December 2001. From September 1999 to December 2001, he served first as
our Business Development Manager and then as Vice President-Exploration. Mr.
Green served as Vice President of Exploration for Ocean Energy, Inc., a public
oil and gas development company, from September 1995 to April 1999. Mr. Green
earned a Bachelor of Science in Geology from the University of South Alabama in
1978 and a Masters of Science Degree in Geology from the University of Louisiana
Lafayette in 1980.
8
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE. The following table provides information
concerning compensation paid during the fiscal years ended December 31, 2001,
2000 and 1999 to our Chief Executive Officer and the next four most highly
compensated executive officers determined at the end of the last fiscal year:
<Table>
<Caption>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------------------------------ -----------------------------
NAME AND OTHER ANNUAL NUMBER OF ALL OTHER
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) COMPENSATION ($) OPTIONS COMPENSATION ($)
- ------------------ ---- ---------- --------- ---------------- --------- ----------------
Charles T. Goodson .................... 2001 0(1) -- 25,988(2) 5,000 --
Chief Executive Officer 2000 322,931(3)(4) -- -- 75,000
1999 145,385(3) -- -- -- --
Alfred J. Thomas, II .................. 2001 0(1) -- 25,988(2) 5,000 --
President and Chief Operating 2000 322,931(3)(4) -- -- 75,000 --
Officer 1999 145,385(3) -- -- -- --
Ralph J. Daigle ....................... 2001 0(1) -- 25,988(2) 5,000 --
Executive Vice President 2000 272,695(3)(5) -- -- 75,000 --
1999 124,615(3) -- -- -- --
Michael O. Aldridge ................... 2001 180,001 -- -- 15,000 --
Senior Vice President, Chief 2000 112,569(6) 36,000 -- 137,500 75,000(7)
Financial Officer & Treasurer 1999 -- -- -- -- --
Daniel G. Fournerat ................... 2001 124,962(8) -- -- 115,000 37,500(9)
Senior Vice President, 2000 -- -- -- 30,000 --
General Counsel & Secretary 1999 -- -- -- -- --
Arthur M. Mixon, III .................. 2001 174,926(10) 40,000 -- 75,000 30,901(7)
Senior Vice President - Operations 2000 -- -- -- -- --
1999 -- -- -- -- --
Dalton F. Smith, III .................. 2001 131,475(11) -- -- 55,000 --
Senior Vice President - Business 2000 -- -- -- -- --
Development & Land 1999 -- -- -- -- --
Stephen H. Green ...................... 2001 131,250 -- -- 15,000 --
Senior Vice President - Exploration 2000 122,423 25,000 -- 35,000 --
1999 27,077(12) -- -- 50,000 --
</Table>
(1) Messrs. Goodson's, Thomas' and Daigle's employment agreements provide
for annual salaries of $210,000, $210,000 and $180,000, respectively;
however, Messrs. Goodson, Thomas and Daigle agreed to forgo their
annual salaries and bonuses for fiscal year 2001. See "Employment
Agreements."
(2) These amounts were payable to Messrs. Goodson, Thomas and Daigle as
automobile allowances.
(3) In 1999 and 2000, Messrs. Goodson, Thomas and Daigle agreed to
temporarily reduce their salaries payable under their employment
agreements. See "Employment Agreements."
(4) $31,636 of this amount is attributable to 22,000 shares of common stock
granted in January 2000 as compensation for his salary reduction in
1999. $123,438 of this amount is attributable to 39,500 shares of
common stock granted in December 2000 as compensation for his reduction
in salary in 1999 and 2000.
(5) $26,603 of this amount is attributable to 18,500 shares of common stock
granted in January 2000 as compensation for his salary reduction in
1999. $104,688 of this amount is attributable to 33,500 shares of
common stock granted as compensation for his reduction in salary in
1999 and 2000.
(6) Mr. Aldridge joined PetroQuest on May 8, 2000.
(7) These amounts were paid to Messrs. Aldridge and Mixon for reimbursement
of relocation expenses.
(8) Mr. Fournerat joined PetroQuest on April 20, 2001.
(9) This amount was paid to Mr. Fournerat to offset expenses and costs
associated with Mr. Fournerat's transition from his former employer to
PetroQuest.
9
(10) Mr. Mixon joined PetroQuest on January 1, 2001.
(11) Mr. Smith joined PetroQuest on March 12, 2001.
(12) Mr. Green joined PetroQuest on August 27, 1999.
OPTION GRANTS IN LAST FISCAL YEAR. The following table provides
information concerning stock options granted to our Chief Executive Officer and
the four most highly compensated executive officers determined at the end of
last fiscal year.
<Table>
<Caption>
PERCENT POTENTIAL REALIZABLE VALUE AT
NUMBER OF OF TOTAL ASSUMED ANNUAL RATES OF
SECURITIES OPTIONS STOCK PRICE APPRECIATION FOR
UNDERLYING GRANTED TO OPTION TERM(1)
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION -----------------------------
NAME GRANTED (#)(2) FISCAL YEAR PRICE ($) DATE 5% ($) 10% ($)
- ---- -------------- ------------ --------- ---------- --------- ---------
Charles T. Goodson......... 5,000 0.8 $4.95 9/20/11 15,565 39,445
Alfred J. Thomas, II....... 5,000 0.8 $4.95 9/20/11 15,565 39,445
Ralph J. Daigle............ 5,000 0.8 $4.95 9/20/11 15,565 39,445
Michael O. Aldridge........ 15,000 2.4 $4.95 9/20/11 46,695 118,335
Daniel G. Fournerat........ 15,000 2.4 $4.95 9/20/11 46,695 118,335
100,000 16.1 $5.89 4/19/11 370,416 938,713
Arthur M. Mixon, III....... 15,000 2.4 $4.95 9/20/11 46,695 118,335
60,000 9.6 $3.75 1/7/11 141,500 358,592
Dalton F. Smith, III....... 15,000 2.4 $4.95 9/20/11 46,695 118,335
40,000 6.4 $4.53 4/2/11 113,985 288,862
Stephen H. Green........... 15,000 2.4 $4.95 9/21/11 46,695 118,335
</Table>
(1) Based on actual option term (ten years) and annual compounding at rates
shown. Because the exercise prices of options granted equaled the fair
market value of our common stock on the date of grant, the potential
realizable value at 0% is nil.
(2) These options vest over a three year period with one-third of the
shares vesting on each of the first, second and third anniversaries of
the grant date.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION
VALUES. The following table provides information concerning the number of
unexercised options and the value of in-the-money options held by the executive
officers named in the Summary Compensation Table as of December 31, 2001:
<Table>
<Caption>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS (1)
SHARES OPTIONS AT FY-END (#) AT FY-END ($)
ACQUIRED ON VALUE ---------------------------- ----------------------------
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ------------ ------------ ----------- ------------- ----------- -------------
Charles T. Goodson....... -- -- 91,000 55,000 350,034 111,600
Alfred J. Thomas, II..... -- -- 91,000 55,000 350,034 111,600
Ralph J. Daigle.......... -- -- 85,000 55,000 323,201 111,600
Michael O. Aldridge...... -- -- 45,834 106,666 152,690 310,922
Daniel G. Fournerat...... -- -- 60,000 135,000 245,555 49,450
Arthur M. Mixon, III..... -- -- 0 75,000 0 99,750
Dalton F. Smith, III..... -- -- 0 55,000 0 37,102
Stephen H. Green......... -- -- 45,002 54,998 223,995 65,530
</Table>
(1) Value of in-the-money options is calculated based on the closing price
per share of our common stock at December 31, 2001 ($5.32 per share) as
reported by The Nasdaq Stock Market.
EMPLOYMENT AGREEMENTS. We have employment agreements with our executive
officers Charles T. Goodson, Alfred J. Thomas, II, Ralph J. Daigle, Michael O.
Aldridge, Daniel G. Fournerat, Arthur M. Mixon and Dalton F. Smith, III
providing for annual salaries of $210,000, $210,000, $180,000, $180,000,
$180,000, $175,000 and $175,000, respectively. Each of the employment agreements
has a term of three years with automatic one-year renewals thereafter unless
terminated, provides for termination with or without cause, with 12 months
severance provided in the event of termination without cause, and contains a
non-competition agreement prohibiting the executive from competing with
PetroQuest during his employment and for one year after termination of the
agreement for cause or by the executive for any reason.
10
In January 1999, on their own initiative, Messrs. Goodson, Thomas and
Daigle agreed to temporarily reduce their annual salaries payable under the
employment agreements by one-third for an undetermined period of time due to the
then economic conditions in the oil and gas exploration and production industry.
In January 2000, our Board of Directors granted Messrs. Goodson, Thomas and
Daigle 22,000, 22,000 and 18,500 shares of our common stock, respectively, and
$22,000, $22,000 and $18,500 in cash, respectively, as compensation for their
reduction in salary in 1999. In addition, in December 2000, the Board granted
Messrs. Goodson, Thomas and Daigle 39,500, 39,500 and 33,500 shares of our
common stock, respectively, and $2,088, $2,088 and $2,615 in cash, respectively,
as compensation for their reduction in salary in 1999 and 2000. On their own
initiative, Messrs. Goodson, Thomas and Daigle agreed to forgo their annual
salaries and bonuses payable under the employment agreements for fiscal year
2001.
TERMINATION AGREEMENTS. We have agreements with Messrs. Goodson,
Thomas, Daigle, Aldridge, Fournerat, Mixon and Smith providing for the payment
of severance benefits upon a "change in control" and termination of the
executive's employment. Each of the agreements has a term of three years after
January 1 of the year following the year of execution with automatic one-year
renewals unless, not later than September 30 of the preceding year, we give
notice of our intent not to extend any of the agreements. Even if we timely give
notice, each of the agreements will automatically be extended for 24 months
beyond its term if a "change in control" occurred during the term of any of the
agreements. If an executive's employment is terminated following a "change in
control" other than for cause or by an executive for good reason, the executive
will be entitled to (i) a lump sum cash payment equal to two multiplied by the
sum of the executive's then annual base salary and the executive's most recent
annual bonus, (ii) life insurance, health, disability and other welfare benefits
for a 24-month period and (iii) if applicable, an additional cash payment to
make the executive whole for certain tax liabilities. The executive is not
entitled to any benefits under each of the agreements if the executive's
employment terminates due to executive's retirement at age 65, executive's total
and permanent disability, or executive's death.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. The
current members of the Compensation Committee are Jay B. Langner, E. Wayne
Nordberg and William W. Rucks, IV. During 2001, Daniel G. Fournerat and
Francisco A. Garcia also served on the committee.
Mr. Langner holds an ownership interest in CRM Exploration, LLC, an
affiliate of Cramer Rosenthal McGlynn, LLC, a beneficial owner of more than five
percent of our common stock. CRM Exploration has entered into a participation
agreement with us to participate in certain of our energy exploration programs.
See "Certain Relationships and Related Transactions."
Mr. Fournerat served on the committee prior to his resignation from the
Board of Directors in October 2001, and has served as our Senior Vice President
and General Counsel since April 2001 and as our secretary since May 2001. From
September 1998 to April 2001, Mr. Fournerat practiced law with the Onebane Law
Firm and served as our outside counsel. See "Certain Relationships and Related
Transactions."
Mr. Garcia served on the committee prior to his resignation from the
Board of Directors in October 2001. He holds an ownership interest in CRM
Exploration, LLC, an affiliate of Cramer Rosenthal McGlynn, LLC, a beneficial
owner of more than five percent of our common stock. CRM Exploration has entered
into a participation agreement with us to participate in certain of our energy
exploration programs. Mr. Garcia has also entered into an agreement with Cramer
Rosenthal McGlynn regarding Cramer Rosenthal McGlynn's profit allocation with
respect to shares of our common stock and ownership interests in CRM
Exploration. See "Certain Relationships and Related Transactions."
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION. The
Compensation Committee is comprised of three non-employee directors whose
primary duties and functions are to review and recommend to the Board of
Directors the annual base and bonus compensation of our executive officers and
other employees and to oversee the administration of our amended and restated
1998 Incentive Plan.
11
The committee's goal with respect to executive compensation is to
attract, motivate and retain executives who demonstrate the ability to lead
PetroQuest in the achievement of its business objectives in a highly competitive
industry. The committee seeks to provide adequate base compensation and annual
cash bonus compensation based on PetroQuest's performance and profitability,
while providing incentive compensation that serves to align the interests of the
executive officers with those of the stockholders.
To achieve these goals, the committee believes that the compensation of
all employees, including executive officers, should include the following
components:
o A base salary that is competitive with salaries offered by
similar oil and gas exploration, exploitation and production
companies.
o Discretionary annual cash bonus incentive compensation based
on PetroQuest's performance and profitability that rewards
individual productivity, responsibility and impact on results.
o Incentive stock option grants designed to encourage commitment
to PetroQuest, motivate superior performance and align the
long-term personal interests of our officers and other
employees with those of our stockholders, while enabling them
to share in the long term growth and success of PetroQuest.
The committee believes that PetroQuest has encouraged executive officer
retention and, ultimately, the long term growth of PetroQuest through
utilization of employment agreements that establish a base salary subject to
upward adjustment by the Board of Directors and that create opportunities for
the executive officers to participate in our incentive compensation programs.
Currently, Charles T. Goodson, Chairman of the Board and Chief
Executive Officer, Alfred J. Thomas, II, President and Chief Operating Officer,
Ralph J. Daigle, Executive Vice President, Michael O. Aldridge, Senior Vice
President, Chief Financial Officer and Treasurer, Daniel G. Fournerat, Senior
Vice President, General Counsel and Secretary, Arthur M. Mixon, III, Senior Vice
President-Operations, and Dalton F. Smith, III, Senior Vice President - Business
Development and Land, are compensated pursuant to employment agreements. See
"Executive Compensation - Employment Agreements."
Chief Executive Officer Compensation. Pursuant to our employment
agreement with Charles T. Goodson, Mr. Goodson's annual base salary was
maintained during 2000 at the 1999 level of $210,000; however, in January 1999,
at his initiative, Mr. Goodson's base salary was temporarily reduced by
one-third during 1999 and 2000 due to the then existing economic conditions in
the oil and gas exploration and production industry. In January 2000, the Board
of Directors granted Mr. Goodson 22,000 shares of our common stock and $22,000
in cash as compensation for his reduction in salary during 1999. In addition, in
December 2000, the Board granted Mr. Goodson 39,500 shares of our common stock
pursuant to our amended and restated 1998 Incentive Plan and $2,088 in cash as
compensation for his reduction in salary during 1999 and 2000. Mr. Goodson also
received an incentive stock option grant in December 2000 to purchase 75,000
shares of our common stock pursuant to our incentive plan at an exercise price
of $3.125 per share which vest one-third per year for each of the next three
years. In awarding the incentive options, the committee considered the reduction
and deferral of Mr. Goodson's base compensation on his initiative during a time
of company growth and depressed oil and gas prices, the successful closing of a
significant private placement of equity during the year and the growth
PetroQuest experienced during 2000 under his leadership.
At his initiative, Mr. Goodson agreed to forgo his annual salary and
bonus payable under his employment agreement for fiscal year 2001. In September
2001, Mr. Goodson received an incentive stock option grant to purchase 5,000
shares of our common stock pursuant to our incentive plan at an exercise price
of $4.95 per share which vest one-third per year for each of the next three
years. In awarding the incentive options, the committee considered the company's
successful drilling program and improved financial performance, Mr. Goodon's
agreement to forgo his annual salary and bonus, and his leadership of the
company in 2001.
COMPENSATION COMMITTEE
E. Wayne Nordberg, Chairman
Jay B. Langner
William W. Rucks, IV
12
PERFORMANCE GRAPH. The following graph illustrates the yearly
percentage change in the cumulative stockholder return on our common stock,
compared with the cumulative total return on The Nasdaq Stock Market (U.S.
Companies) Index and the Nasdaq Stocks - Crude Petroleum and Natural Gas
Extraction Index, for the five years ended December 31, 2001.
PETROQUEST STOCK PRICE VS. NASDAQ AND NASDAQ E&P INDICES
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
VALUE OF INVESTMENT OF $100 ON DECEMBER 31, 1996
[GRAPH]
<Table>
<Caption>
YEAR ENDING
------------------------------------------
1996 1997 1998 1999 2000 2001
---- ---- ---- ---- ---- ----
PetroQuest Energy, Inc.............................. 100 47.4 34.2 67.1 178.9 224.0
Nasdaq.............................................. 100 122.5 172.7 320.8 193.0 153.1
Nasdaq E&P.......................................... 100 95.3 46.3 47.8 99.4 74.5
</Table>
13
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
OUTSIDE COUNSEL. Prior to joining PetroQuest as Senior Vice President
and General Counsel, Daniel G. Fournerat practiced law with the Onebane Law
Firm, a Louisiana law firm, and served as our outside counsel.
PARTICIPATION IN WORKING INTERESTS. In the fourth quarter of 1999, we
reached an understanding with CRM Investors, Inc. that allows CRM Investors to
participate in certain of our energy exploration programs through PetroQuest
Energy, L.L.C., one of our subsidiaries formerly known as PetroQuest Energy One,
L.L.C, and CRM Exploration, LLC. CRM Investors holds a 1% ownership interest in
and is the managing member of CRM Exploration. Certain of the remaining 99%
ownership interests in CRM Exploration are held by our former director,
Francisco A. Garcia (through ECC (Florida) Advisers, Inc.), our current
director, Jay B. Langner, or by affiliates of Cramer Rosenthal McGlynn, LLC, a
beneficial owner of more than five percent of our common stock. CRM Investors
and CRM, Inc. are beneficially owned by the same stockholders although in
different proportions. In turn, CRM, Inc. holds a 44% ownership interest in
Cramer Rosenthal McGlynn, LLC. As a result of the understanding, CRM Exploration
purchased an undivided seven percent interest in our Vermilion Block 376
prospect, an undivided five percent interest in our Valentine Field prospect, an
undivided five percent interest in our Ship Shoal Block 79 prospect, an
undivided seven percent interest in our Eugene Island Blocks 147 and 146
prospects, and an undivided seven percent interest in our Orca prospect. CRM
Exploration also acquired an undivided six percent interest in our Turtle Bayou
#16 well. It is expected that PetroQuest Energy, L.L.C. and CRM Exploration will
enter into additional agreements, under which CRM Exploration will purchase
various interests in the energy exploration programs. We entered into the
understanding with CRM Investors and the agreements with CRM Exploration to
obtain additional capital to finance our energy exploration programs. We believe
that the understanding and the terms of the agreements were negotiated on an
arm's length basis and were made on terms no less favorable than could have been
obtained from other third parties.
BOARD OF DIRECTORS APPOINTMENT. In connection with a private placement
to accredited investors in August of 1999, we agreed to appoint William W.
Rucks, IV or his designee to our Board of Directors. Mr. Rucks was subsequently
appointed to serve on our Board of Directors effective October 1999. We have no
continuing obligation to either appoint or nominate Mr. Rucks in the future.
GARCIA AGREEMENT. On March 1, 2001, Francisco A. Garcia entered into an
agreement with Cramer Rosenthal McGlynn, LLC, a beneficial owner of more than
five percent of our common stock, whereby Mr. Garcia is entitled to a percentage
of Cramer Rosenthal McGlynn's interest directly attributable to its profit
allocation with respect to shares of our common stock and ownership interests in
CRM Exploration, LLC held by certain of Cramer Rosenthal McGlynn's affiliates,
clients and/or investors.
WORKING INTEREST AND OVERRIDING ROYALTY INTEREST OWNERS. Certain of our
officers and directors and their affiliates are working interest owners in
certain properties operated by us and are billed for and pay their proportionate
share of drilling and operating costs in the normal course of business. An
affiliate of Stephen H. Green is an overriding royalty interest owner in our
Ship Shoal 72 field.
AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors is responsible for
monitoring the integrity of PetroQuest's consolidated financial statements, its
system of internal controls and the independence and performance of its
independent auditors. The committee also recommends to the Board of Directors
the retention and selection of the PetroQuest's independent auditors.
Management is responsible for the financial reporting process,
including the system of internal control, and for the preparation of
consolidated financial statements in accordance with generally accepted
accounting principles. Our independent auditors are responsible for auditing
those financial statements. The committee's responsibility is to monitor and
review these processes. However, the members of the committee are not
professionally engaged in the practice of accounting or auditing and are not
experts in the fields of accounting or auditing. The committee relies, without
independent verification, on the information provided to it and on the
representations made by management and the independent auditors.
14
The committee has met with our independent auditors, Arthur Andersen
LLP, and discussed the overall scope and plans for their audit. The committee
met with the independent auditors, with and without management present, to
discuss the results of their examinations and their evaluations of PetroQuest's
internal controls. The committee also discussed with the independent auditors
matters required to be discussed with audit committees under generally accepted
auditing standards, including, among other things, matters related to the
conduct of the audit of PetroQuest's consolidated financial statement and the
matters required to be discussed by Statement of Auditing Standards No. 61, as
amended.
Our independent auditors also provided to the committee the written
disclosures and the letter required by Independence Standards Board Standard No.
1, and the committee discussed with the independent auditors their independence
from PetroQuest. When considering Arthur Andersen's independence, the committee
considered the non-audit services provided to PetroQuest by the independent
auditors and concluded that such services are compatible with maintaining the
auditors' independence.
The committee has reviewed and discussed the audited consolidated
financial statements for the fiscal year ended December 31, 2001 with management
and Arthur Andersen. Based on the committee's review of the audited consolidated
financial statements and the meetings and discussions with management and the
independent accountants, and subject to the limitations on the committee's role
and responsibilities referred to above and in the Audit Committee Charter, the
committee recommended to the Board of Directors that PetroQuest's audited
consolidated financial statements be included in PetroQuest's Annual Report on
Form 10-K to be filed with the Securities and Exchange Commission.
AUDIT COMMITTEE
William W. Rucks, IV, Chairman
Jay B. Langner
E. Wayne Nordberg
AUDITORS
Arthur Andersen LLP has served as PetroQuest's principal accountant
since December 1998.
No formal action is proposed to be taken at the annual meeting with
respect to the continued employment of Arthur Andersen inasmuch as no such
action is legally required. Representatives of Arthur Andersen plan to attend
the annual meeting and will be available to answer appropriate questions. Its
representatives also will have an opportunity to make a statement at the meeting
if they so desire, although it is not expected that any statement will be made.
The following table sets forth the fees incurred by us in fiscal year
2001 for services performed by Arthur Andersen:
<Table>
Audit Fees............................................................. $ 80,000
Financial Information Systems Design and Implementation Fees........... $ 43,880
All Other Fees......................................................... $ 16,600
</Table>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires our directors and executive officers, and persons who own more than 10%
of our equity securities to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes in ownership of our common
stock. Officers, directors and greater than 10% stockholders are required by SEC
regulation to furnish us with copies of all Section 16(a) reports they file.
15
To our knowledge, based solely on review of the copies of such reports
furnished to us and written representations that no other reports were required,
during the fiscal year ended December 31, 2001, our officers, directors and
greater than 10% beneficial owners timely filed all required Section 16(a)
reports, except that the following individuals failed to file timely reports for
such fiscal year: Charles T. Goodson was late in filing a Form 4 and a Form 5
disclosing three transactions and one transaction, respectively; Alfred J.
Thomas, II was late in filing a Form 4 and a Form 5 disclosing three
transactions and one transaction, respectively; Ralph J. Daigle was late in
filing a Form 4 and a Form 5 disclosing three transactions and one transaction,
respectively; Michael O. Aldridge was late in filing his initial Form 3 and a
Form 4 disclosing one transaction; Daniel G. Fournerat was late in filing a Form
5 disclosing one transaction; Arthur M. Mixon, III was late in filing his
initial Form 3 and a Form 4 disclosing one transaction; Stephen H. Green was
late in filing his initial Form 3; E. Wayne Nordberg was late in filing a Form 4
disclosing nine transactions; and Robert R. Brooksher was late in filing a Form
4 disclosing one transaction.
OTHER MATTERS
The Annual Report to Stockholders on Form 10-K covering the fiscal year
ended December 31, 2001 has been mailed to each stockholder entitled to vote at
the annual meeting. Investors may request our Form 10-K, Form 10-Qs and other
information by calling (337) 232-7028 or writing to the address below:
PetroQuest Energy, Inc.
Corporate Communications
400 E. Kaliste Saloom Road, Suite 6000
Lafayette, Louisiana 70508
The persons designated to vote shares covered by the Board of
Directors' proxies intend to exercise their judgment in voting such shares on
other matters that may properly come before the meeting. Management does not
expect that any matters other than those referred to in this Proxy Statement
will be presented for action at the meeting.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
If you want us to consider including a proposal in our Proxy Statement
for our 2003 Annual Meeting of Stockholders you must deliver a copy of your
proposal to PetroQuest's Secretary at our principal executive offices at 400 E.
Kaliste Saloom Road, Suite 6000, Lafayette, Louisiana 70508 no later than
November 28, 2002.
If you intend to present a proposal at our 2003 Annual Meeting of
Stockholders, but you do not intend to have it included in our 2003 Proxy
Statement, you must deliver a copy of your proposal to PetroQuest's Secretary at
our principal executive offices listed above no later than March 31, 2003 and no
earlier than December 31, 2002. If the date of PetroQuest's 2003 Annual Meeting
of Stockholders is more than 30 calendar days before or after the date of our
2002 Annual Meeting, your notice of a proposal will be timely if we receive it
by the close of business on the tenth day following the earlier of the date on
which a written statement setting forth the date of such meeting was mailed to
the stockholders or the date on which it is first disclosed to the public. If we
do not receive notice of your proposal within this time frame, our management
will use its discretionary authority to vote the shares it represents as the
Board of Directors may recommend.
Sincerely,
/s/ DANIEL G. FOURNERAT
Daniel G. Fournerat
Senior Vice President, General Counsel
and Secretary
March 28, 2002
16
PETROQUEST ENERGY, INC.
THE BOARD OF DIRECTORS SOLICITS THIS PROXY FOR THE
ANNUAL MEETING ON APRIL 30, 2002
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS APRIL 30, 2002
The undersigned stockholder of PetroQuest Energy, Inc. (the "Company")
hereby appoints Charles T. Goodson, Michael O. Aldridge and Daniel G. Fournerat,
or either of them, the true and lawful attorneys, agents and proxies of the
undersigned, each with full power of substitution, to vote on behalf of the
undersigned at the Annual Meeting of Stockholders of the Company to be held at
the Petroleum Club of Lafayette, located at 111 Heymann Boulevard, Lafayette,
Louisiana 70503, on Tuesday, April 30, 2002, at 10:00 a.m., Lafayette time, and
at any adjournments of said meeting, all of the shares of the Company's common
stock in the name of the undersigned or which the undersigned may be entitled to
vote.
1. THE ELECTION OF DIRECTORS
Nominees for directors are Charles T. Goodson, Alfred J. Thomas, II,
Ralph J. Daigle, Michael O. Aldridge, William W. Rucks, IV, E. Wayne Nordberg
and Jay B. Langner.
[ ] Charles T. Goodson [ ] Alfred J. Thomas, II
[ ] Ralph J. Daigle [ ] Michael O. Aldridge
[ ] William W. Rucks, IV [ ] E. Wayne Nordberg
[ ] Jay B. Langner
Instruction: If you wish to withhold authority to vote for any
individual nominee or nominees, write the name or names of the
nominee(s) on the line provided below:
-----------------------------------------------------------------------
[ ] To withhold authority to vote on all nominees for directors listed.
2. [ ] In their discretion, upon such other matters as may properly come
before the meeting; hereby revoking any proxy or proxies heretofore
given by the undersigned.
(THIS PROXY MUST BE DATED AND SIGNED ON THE REVERSE SIDE.)
(CONTINUED FROM OTHER SIDE)
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS APRIL 30, 2002
This Proxy, when properly executed, will be voted in the manner
directed herein by the FOR undersigned shareholder. If no direction is made,
this Proxy will be voted FOR the election of the nominees above, and in
accordance with the discretion of the persons designated above with respect to
any other business properly before the meeting.
The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Stockholders and the Proxy Statement furnished herewith.
Dated , 2002
-----------------
--------------------------------------------
Stockholder's Signature
--------------------------------------------
Signature if held jointly
Signature should agree with name printed
hereon. If Stock is held in the name of more
than one person, EACH joint owner should
sign. Executors, administrators, trustees,
guardians and attorneys should indicate the
capacity in which they sign. Attorneys
should submit powers of attorney.
PLEASE MARK, SIGN, DATE AND RETURN IN THE ENVELOPE ENCLOSED