DEFA14A

 

 

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

 

 

Filed by the Registrant  ☒                             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
☒   Definitive Additional Materials
☐   Soliciting Material under Rule 14a-12

Carrizo Oil & Gas, Inc.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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LOGO

ANNUAL MEETING OF SHAREHOLDERS OF CARRIZO Annual Meeting of Shareholders of Carrizo Oil & Gas, Inc. OIL & GAS, INC. to be held on Thursday, May 16, 2019 Date: May 16, 2019 for Holders as of March 20, 2019 Time: 9:00 A.M. (CDT) This proxy is being solicited on behalf of the Board of Directors. Place: Heritage Plaza, The Plaza Conference Room, 1111 Bagby Street, 1st Floor, Houston, Texas 77002 VOTE BY: INTERNET TELEPHONE Please make your marks like this: Use dark black pencil or pen only Call www. Go To proxypush.com/CRZO 866-895-6815 Board of Directors Recommends a Vote FOR proposals 1, 2, 3, and 4. • Use any touch-tone telephone. • Cast your vote online. OR View Documents. • Have your Proxy Card/Voting Instruction Form ready. Directors • Meeting 1: Election of Directors: Recommend • Follow the simple recorded instructions. For Against Abstain provided. OR 01 S.P. Johnson IV For 02 Steven A. Webster For envelope MAIL 03 F. Gardner Parker Forthe • Mark, sign and date your Proxy Card/Voting Instruction Form. 04 Frances Aldrich Sevilla-Sacasa Forin • Detach your Proxy Card/Voting Instruction Form. 05 Thomas L. Carter, Jr. For • Return your Proxy Card/Voting Instruction Form in the postage-paid envelope provided. 06 Robert F. Fulton For portion The shareholder(s) hereby appoint(s) L. Michael Kennington and Marcus G. Bolinder, or either of them, as proxies, each with 07 Roger A. Ramsey For the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side this of this ballot, all of the shares of common stock of CARRIZO OIL & GAS, INC. that the shareholder(s) is/are entitled to vote at the 08 Frank A. Wojtek Forjust Annual Meeting of Shareholders to be held at 9:00 AM, CDT on May 16, 2019, at Heritage Plaza, The Plaza Conference Room, 1111 Bagby Street, 1st Floor, Houston, Texas 77002, and any adjournment or postponement thereof. 2: To approve, on an advisory basis, the For THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, compensation of the Company’s named executive return officers SHARES WILL BE VOTED FOR PROPOSALS 1, 2, 3, AND 4. and If you plan to attend the Annual Meeting of Shareholders, please bring this portion of the card with you to 3: To approve an amendment and restatement For the meeting as it will serve as your admission ticket to the meeting. If you will not attend the Annual Meeting of the 2017 Incentive Plan of Carrizo Oil & of Shareholders in person —Gas, Inc. to increase the shares authorized perforation All votes must be received by 11:59 P.M., Eastern Time, May 15, 2019. for issuance and make other changes the at 4: To ratify the appointment of Ernst & Young For LLP as the Company’s independent registered public accounting firm for the fiscal year ending carefully December 31, 2019 NOTE: properly Such come other before business the meeting as may or any separate PROXY TABULATOR FOR adjournment thereof CARRIZO OIL & GAS, INC. P.O. BOX 8016 Please CARY, NC 27512-9903 Authorized Signatures—This section must be completed for your Instructions to be executed. Please Sign Here Please Date Above Please Sign Here Please Date Above 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.

LOGO

Proxy — Carrizo Oil & Gas, Inc. Annual Meeting of Shareholders May 16, 2019, 9:00 A.M. (Central Daylight Time) This Proxy is Solicited on Behalf of the Board of Directors. The shareholder(s) hereby appoint(s) L. Michael Kennington and Marcus G. Bolinder, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of CARRIZO OIL & GAS, INC. that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held at 9:00 AM, CDT on May 16, 2019, at Heritage Plaza, The Plaza Conference Room, 1111 Bagby Street, 1st Floor, Houston, Texas 77002, and any adjournment or postponement thereof. Please The purpose of the Annual Meeting is to take action on the following: 1. Proposal 1: Election of Directors; separate 2. Proposal 2: To approve, on an advisory basis, the compensation of the Company’s named executive officers carefully 3. Proposal 3: To approve an amendment and restatement of the 2017 Incentive Plan of Carrizo Oil & Gas, Inc. at to increase the shares authorized for issuance and make other changes the 4. Proposal 4: To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 perforation The Board of Directors of the Company recommends a vote “FOR” the proposals 1, 2, 3, and 4. and This proxy, when properly executed, will be voted in the manner directed return herein. If no direction is made, this proxy will be voted “FOR” proposals 1, 2, 3, and 4. In their discretion, the Named Proxies are authorized to vote just upon such other matters that may properly come before the Annual Meeting this of Shareholders or any adjournment or postponement thereof. portion You are encouraged to specify your choice by marking the appropriate box in (SEE REVERSE SIDE) but you need not mark any box if you wish to vote the in accordance with the Board of Directors’ recommendation. The Named envelope Proxies cannot vote your shares unless you sign and return this card. provided . To attend the meeting and vote your shares in person, please mark this box.