Comstock Resources (CRK) Proxy Filing summary

Executive summary

• Navigated a challenging 2024 gas price environment by reducing capital spending, suspending dividends, and expanding hedging to secure higher realized prices and future production stability.

• Raised $100.5 million via equity private placement and enhanced liquidity with a $400 million senior notes offering.

• Expanded Western Haynesville acreage by 265,000 net acres, achieving strong well performance and cost reductions.

• Achieved 170% production replacement and 6% reserve growth, leading industry peers in total shareholder return for 2024.

Voting matters and shareholder proposals

• Shareholders will vote to elect five director nominees, approve an amendment to the 2019 Long-term Incentive Plan, and ratify Ernst & Young LLP as independent auditors for 2025.

• The incentive plan amendment increases available shares by 10 million, extends the plan to 2035, and expands eligibility to contract employees.

• Board recommends voting FOR all proposals; proposals are not conditioned on one another.

Board of directors and corporate governance

• Board consists of five members, all current nominees, with four vacancies; majority stockholder Jones Partnerships designates five members.

• Despite being a controlled company, the board maintains a majority of independent directors and does not use NYSE governance exemptions.

• Lead Director role established to ensure independent oversight; board committees (audit, compensation, governance) are fully independent.

• Board met five times in 2024; all directors attended at least 75% of meetings.