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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   Form 10-K/A (Amendment No. 1)    ☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR  ☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission file number: 001-38602   Chaparral Energy, Inc. (Exact name of registrant as specified in its charter)     Delaware

73-1590941(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)701 Cedar Lake Boulevard
Oklahoma City, Oklahoma

73114(Address of principal executive offices)

(Zip code) (405) 478-8770 (Registrants telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act:  Title of class

Name of each exchange on which
registeredClass A common stock, par value, $0.01 per share

The New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check
mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☐    No  ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the
Act.    Yes  ☐    No  ☒ Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files).    Yes  ☒    No  ☐ Indicate by check mark if disclosure
of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, smaller reporting company, or emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company,
and emerging growth company in Rule 12b-2 of the Exchange Act.  Large accelerated filer

☐

Accelerated filer

☒Non-accelerated filer

☐

Smaller reporting company

☐Emerging growth company

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).    Yes  ☐    No  ☒ As of June 29, 2018, the
last business day of the registrants most recently completed second fiscal quarter, the aggregate market value of the registrants Class A common stock held by non-affiliates was
$580.1 million. As of June 30, 2018, the last business day of the registrants most recently completed second fiscal quarter, the aggregate market value of the registrants Class B common stock held by non-affiliates was not determinable as such shares are privately held and there is no public market for such shares. Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.Yes ☒     No  ☐ Number of shares outstanding of each of the issuers classes of common stock as of April 24, 2019:  Class

Number of sharesClass A Common Stock, $0.01 par value

46,341,222 Documents incorporated by reference: Certain exhibits previously filed with the Securities and Exchange Commission are incorporated by reference into Part IV of this report.




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Explanatory Note This Amendment No. 1 to Form 10-K (this Form 10-K/A) amends
the Annual Report on Form 10-K for the fiscal year ended December 31, 2018 originally filed with the Securities and Exchange Commission (the SEC) on March 14, 2019 (the Original
Report) by Chaparral Energy, Inc. (the Company, we, our or us). We are filing this Form 10-K/A to present the information required by Part III of the Form 10-K as we will not file a definitive proxy statement within 120 days of the end of our fiscal year ended December 31, 2018. Terms previously defined in the Original Report have the same meanings in this Form 10-K/A. Pursuant to the rules of the SEC, Part IV, Item 15 has also been amended to contain the currently dated
certifications from the Companys principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. The certifications of the Companys principal executive officer and principal
financial officer are attached to this 10-K/A as Exhibits 31.1 and 31.2, respectively. Because no financial statements have been included in this 10-K/A and this 10-K/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted.
Additionally, we are not including the certificate under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Form 10-K/A. Except as described above, no other changes have been made to the Original Report. Other than the information specifically amended and restated herein, this
Form 10-K/A does not reflect events occurring after March 14, 2019, the date of the Original Report, or modify or update those disclosures that may have been affected by subsequent events. Accordingly,
this Form 10-K/A should be read in conjunction with our Original Report and our other filings made with the SEC subsequent to the filing of the Original Report.




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CHAPARRAL ENERGY, INC. AMENDMENT NO. 1 TO ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED December 
31, 2018 TABLE OF CONTENTS  Part IIIItem 10.

Directors, Executive Officers and Corporate Governance


1Item 11.

Executive Compensation


7Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters


21Item 13.

Certain Relationships and Related Transactions and Director Independence


24Item 14.

Principal Accounting Fee Services


27Part IVItem 15.

Exhibits and Financial Statement Schedules


28




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PART III On May 9, 2016 (the Petition Date), Chaparral Energy, Inc. (Chaparral or the Company) and its subsidiaries, including
Chaparral Energy, L.L.C., Chaparral Resources, L.L.C., Chaparral Real Estate, L.L.C., Chaparral CO2, L.L.C., CEI Pipeline, L.L.C., CEI Acquisition, L.L.C., Green Country Supply, Inc., Chaparral Biofuels, L.L.C., Chaparral Exploration, L.L.C. and
Roadrunner Drilling, L.L.C. (collectively with Chaparral, the Debtors), filed voluntary petitions seeking relief under Title 11 of the United States Code (the Bankruptcy Code) in the United States Bankruptcy Court for the
District of Delaware (the Bankruptcy Court) commencing cases for relief under chapter 11 of the Bankruptcy Code. On March 10, 2017, the Bankruptcy Court confirmed the First Amended Joint Plan of Reorganization for the Debtors under
Chapter 11 of the Bankruptcy Code (the Reorganization Plan), and on March 21, 2017 (the Effective Date), the Reorganization Plan became effective and we emerged from bankruptcy. ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Executive Officers and Directors The following table
provides information regarding our current executive officers and board of directors (the Board):  Name

Age

PositionK. Earl Reynolds

58

Chief Executive Officer and DirectorScott Pittman

43

Chief Financial Officer and Senior Vice PresidentJames M. Miller

56

Sr. Vice PresidentOperationsMark Ver Hoeve

64

Vice PresidentGeoscienceClint Calhoun

41

Vice PresidentResource DevelopmentJosh Walker

42

Vice PresidentCompletions & OperationsStephanie Carnes

42

Vice PresidentCorporate ControllerJustin Byrne

44

Vice PresidentGeneral Counsel and SecretaryRobert F. Heinemann

66

Director, ChairmanDouglas E. Brooks

60

DirectorMatthew D. Cabell

61

DirectorSamuel Langford

61

DirectorKenneth W. Moore

49

DirectorMarcus C. Rowland

66

DirectorGysle Shellum

67

Director K. Earl Reynolds Chief Executive Officer, Director K. Earl Reynolds joined
Chaparral in 2011 as an executive vice president and chief operating officer before being named as the companys president in 2014 and its chief executive officer in 2017. From 2000 to 2010, Mr. Reynolds led the International Business
Unit and was actively involved in strategic planning for Devon Energy, most recently serving as senior vice president of strategic development, where he was responsible for strategic planning, budgeting, coordination of acquisitions and
divestitures, and oversight of the companys assessment of oil and gas reserves. Prior to Devon, Mr. Reynolds career included several key
leadership roles in domestic and international operations with companies such as Burlington Resources and Mobil Oil. Mr. Reynolds has served on the
board of directors for several nonprofit organizations in Houston and Oklahoma City. He currently sits on the board of directors for the Oklahoma City YMCA and the Oklahoma Independent Petroleum Association, where he serves as the Chairman of
its Legislative Committee. Mr. Reynolds holds a Master of Science degree in petroleum engineering from the University of Houston and a Bachelor of Science degree in petroleum engineering from Mississippi State University. In 2013 he was
named as a Distinguished Fellow of the Mississippi State University Bagley College of Engineering.  1




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Scott Pittman Chief Financial Officer and Sr. Vice President Scott
Pittman joined Chaparral on February 11, 2019, and was subsequently appointed as chief financial officer and senior vice president of the Company, effective March 16, 2019. Prior to joining Chaparral, Mr. Pittman served as the chief
financial officer of Ursa Resources Group and Aethon Energy Management. Prior to that time, Mr. Pittman served as vice president of finance for Cobalt International Energy. From 2005 to 2014, he worked at J.P. Morgan Securities Inc. covering
exploration and production, with a focus on mergers and acquisitions, capital raising and commercial lending. Before joining J.P. Morgan, Mr. Pittman served as a captain in the United States Marine Corps, where he served two tours of duty.
Mr. Pittman holds a Bachelors degree in business administration from the University of Oklahoma and a Masters degree in business administration from the University of Texas at Austin. James M. Miller Sr. Vice President - Operations James M. Miller joined Chaparral in 1996 as its operations engineer. Since joining the Company, Mr. Miller has been promoted to positions of
increasing responsibility and currently oversees the companys production and completion operations as senior vice president of operations. Prior to
joining Chaparral, Mr. Miller worked for KEPCO Operating Inc. as a petroleum engineer. From 1987 to 1995, he was employed by Robert A. Mason Production Co. as a petroleum engineer and later as vice president of production. He is a member of the Society of Petroleum Engineers and the American Petroleum Institute. Mr. Miller attended the University of Oklahoma and received a
Bachelor of Science degree in petroleum engineering. Mark Ver Hoeve Vice President - Geoscience Mark Ver Hoeve joined
Chaparral in 2017 as vice president of geoscience, overseeing the Companys geoscience team. Prior to joining Chaparral, Mr. Ver Hoeve served
as vice president of exploration and development for Discovery Natural Resources, where he was responsible for leading the development of the companys Midland Basin properties. From 2006 to 2016 he was a manager of new venture exploration at
Cimarex Energy Co. Before Cimarex, Mr. Ver Hoeves career included several key geological leadership roles at EOG Resources, Vastar Resources and Atlantic Richfield Company (ARCO). Mr. Ver Hoeve has served on several nonprofit and industry organization boards and is currently the president of the University of Texas at Austin
Jackson School of Geoscience Friends and Alumni Network Board. He holds a Bachelor of Arts degree in geology from the University of Wisconsin-Madison and a Master of Science degree in geology from the University of Texas-Austin. Clint Calhoun Vice President - Resource Development Clint Calhoun joined Chaparral in 2019 as vice president of resource development. Before joining the Company, Mr. Calhoun co-founded the Merge- and SCOOP-focused Travis Peak Resources in 2013, where he served as vice president of engineering and was responsible for providing assessment and development strategy, budgeting and management
of day-to-day operations for its Appalachia and Mid-Continent assets. Prior to that time, Mr. Calhoun worked for Newfield
Exploration Company in a number of positions of increasing importance, including as a production and reservoir engineer, as well as an asset lead and asset manager of its active Mid-Continent resource plays.  2




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Mr. Calhoun holds a Bachelor of Science degree in petroleum engineering from the University of Texas at
Austin. Josh Walker Vice President -
Completions & Operations Josh Walker joined Chaparral in 2018 as vice president of completions and operations. Before joining Chaparral, Mr. Walker served as the innovation manager at Chesapeake Energy, where he assembled and led a team focused on operations
research and development, new and emerging technologies and data analytics. While at Chesapeake, Mr. Walker also served as the completions manager for the companys Mid-Continent, Eagle Ford, Utica
and Marcellus plays, as well as in various other operational roles. Prior to that time, Mr. Walker worked for Legend Natural Gas as a drilling,
completions and production engineer and Anadarko Petroleum where he held a number of operations positions of increasing importance. Mr. Walker holds
a Bachelor of Science degree in petroleum engineering from the University of Oklahoma and an Executive MBA in energy from the University of Oklahomas Price College of Business. Stephanie Carnes Vice President - Corporate
Controller Stephanie Carnes joined Chaparral in 2012 and has held various leadership roles, including internal and external reporting, corporate,
operations and tax accounting, as well as assistant controller and financial reporting director before being named as a vice president and corporate controller. Prior to joining Chaparral, Ms. Carnes held various financial and regulatory reporting, international finance and operations positions with increasing
responsibility working for large organizations, such as SERVA Group, L Brands, Ernst & Young and PricewaterhouseCoopers. Ms. Carnes has more than 17 years of experience in areas including financial reporting, business planning and
development, organizational design and restructuring, team development and leadership, and strategic planning. Ms. Carnes holds Bachelor and Master
of Accounting degrees from Oklahoma State University. Justin Byrne Vice President - General Counsel and Secretary Justin
Byrne joined Chaparral in 2019 as vice president, general counsel and secretary. Prior to joining the Company, Mr. Byrne worked in the private law practice of Hall, Estill, Hardwick, Gable, Golden and Nelson, P.C. From 2008 to 2016, Mr. Byrne worked at SandRidge Energy, where he served as associate general counsel and assistant corporate secretary. Before that
time, he was counsel at Devon Energy and Kerr-McGee Corporation after beginning his career with the firm of Hughes & Luce, L.L.P. Mr. Byrne
holds a Doctor of Jurisprudence from the University of Texas School of Law and a Bachelor of Arts degree in history from the University of Tulsa. He is a member of both the Oklahoma and Texas State Bars and has served on a number of charitable
boards.  3




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Robert F. Heinemann Director and Chairman of the Board Robert F. Heinemann
was named to Chaparrals Board in 2017. From 2002 to 2013, Mr. Heinemann worked for Berry Petroleum Company, serving as a director and then as the president and chief executive officer for the last nine years of his tenure. Prior to that
time, he was employed at Halliburton Company and Mobil Exploration and Producing, as well as various other Mobil entities, in positions of increasing responsibility. Mr. Heinemann currently serves on the board for several other energy companies, including Crescent Point Energy Corporation, Crestone Peak Resources,
L.L.C. and Great Western Oil and Gas Company, L.L.C., where he was the chairman from 2014 to 2016. He has also previously served on the board for Yates Petroleum Corporation until its merger in late 2016 and as chairman of the board for C12 Energy,
L.L.C. Mr. Heinemann holds Bachelor of Engineering and PhD degrees in chemical engineering from Vanderbilt University. Douglas E. Brooks Director Douglas E. Brooks joined Chaparrals Board
in 2017. Mr. Brooks served as the president and chief executive officer of Energy XXI Gulf Coast, Inc., an offshore Gulf of Mexico exploration and production company, from April 2017 until it was acquired by an affiliate of Cox Oil LLC in October
2018. Prior to joining the Board, Mr. Brooks served as the president and chief executive officer of Yates Petroleum, a privately owned exploration and production company focused on the Delaware and Powder River basins, which merged with EOG
Resources; and, Aurora Oil & Gas Limited, a publicly owned Australian based exploration and production company focused on the Eagle Ford formation in South Texas, which merged with Baytex Energy Corp. Before that time, he served as a senior vice
president at Forest Oil Corporation. Mr. Brooks has also built two private equity-sponsored firms focused on unconventional resource projects in the western U.S. Mr. Brooks spent 24 years with Marathon Oil Company in roles of increasing
responsibility, lastly as the director of upstream mergers and acquisitions and business development for the Americas. Prior board experience includes
Energy XXI Gulf Coast, Inc., Yates Petroleum, Aurora Oil & Gas Ltd., and Madalena Energy in Canada. He is currently a private investor and serves as an adviser for Hart Energys A&D Watch, a global energy research publication. Mr.
Brooks holds a Bachelor of Science degree in business management from the University of Wyoming - Casper and a Masters of Business Administration, Finance from Our Lady of the Lake University in Texas. Matthew D. Cabell Director Matthew D. Cabell joined Chaparrals Board in 2017. Mr. Cabell retired from Seneca Resources in 2016, where he had served as its president since
2006. Prior to that time, he was as an executive vice president and general manager at Marubeni Oil & Gas, USA, and held various roles in the exploration and production segments of Texaco and Amerada Hess Corporation. Mr. Cabell currently serves as an advisor to KKR. He has also previously served as a member of the board for the American Exploration and Production
Council and Americas Natural Gas Alliance. Mr. Cabell earned a Bachelor of Science degree in geology from the University of Michigan and his Masters of Business Administration from Cornell Universitys Johnson Graduate School of
Management. Samuel Langford Director Samuel Langford was named to Chaparrals Board in 2017. Mr. Langford continues to serve as the principal for Langford Upstream Advisory, L.L.C., a
position he has held since 2013. Prior to Langford, he spent eight years working in positions of growing responsibility at Newfield Exploration, including roles as the companys vice president of corporate development, general manager for its Mid-Continent Business Unit and senior corporate advisor. Before joining Newfield, Mr. Langford spent time at Cockrell Oil Corporation, British Gas E&P, Tenneco Inc., Tenneco Oil Co. and Exxon USA.  4




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Mr. Langford currently serves as an advisor to Silver Point Capital, L.P. He also is currently a member
of the board of directors for Basic Energy Services. He received his Bachelor of Science degree in mechanical engineering from Auburn University. Kenneth W. Moore Director Kenneth W. Moore joined Chaparrals Board in 2017. Mr. Moore is currently the president of KWM Advisors, L.L.C., a position he has held since 2016.
From 2004 to 2015, he served as a managing director at First Reserve Corporation, a global private equity firm, which invests exclusively in the energy industry. Prior to that time, Mr. Moore served as a vice president at Morgan Stanley New
York and as a director for Enstar Group Limited, Chart Industries, Inc. and Dresser-Rand Group Inc. Mr. Moore is currently a member of the board of
directors for Peabody Energy and SEAL Legacy Foundation. He has also previously served on several other boards, including those for Enstar Group Limited, Dresser-Rand Group, Inc. and Chart Industries, Inc. Mr. Moore graduated from Tufts
University with a Bachelor of Arts degree in English and received his Master of Business Administration from Cornell University. Marcus C. Rowland Director Marc Rowland joined Chaparrals
Board in April 2019, pursuant to the terms of the Companys support agreement with Strategic Value Partners, LLC (SVP) and certain funds and accounts managed by SVP (the SVP Support Agreement), pursuant to which SVP had
the right to designate a director on the Board. Mr. Rowland is the founder and currently senior managing director of IOG Capital, LP where he leads such companys investment team and has served in the position since 2014. Previously,
Mr. Rowland served as the chief executive officer at FTS International, Inc. (formerly Frac Tech International, LLC) from May 2011 through November 2012, and 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 or equivalent positions of Chesapeake Energy Corporation from 1993, when the company became publicly traded, until October 2010, leaving in the
position of executive vice president and chief financial officer. Prior to that, Mr. Rowland served as chief operating officer of Anglo-Suisse, LP from 1990 to 1992. Mr. Rowland has served as a director on the boards of a number of public and private companies including as chairman of the board for SilverBow Resources
from 2016 to the present, Mitcham Industries, Inc. from 2015 to the present, Warren Resources, Inc. from 2012 to 2016, Chesapeake Midstream Partners from 2010 to 2011. He is an alumnus of Wichita State University. Gysle Shellum Director Gysle Shellum was named to Chaparrals Board in 2017. Mr. Shellum previously served as the chief financial officer of PDC Energy, Inc. from 2008
until his retirement in 2016. Prior to that time, he was the vice president of finance at Crosstex Energy, L.P. (now EnLink Midstream, L.L.C.). Mr. Shellum previously held senior financial positions in a number of E & P companies
subsequent to starting his career in public accounting with Arthur Andersen & Co. in Dallas, Texas Mr. Shellum served as an at-large director for the Independent Petroleum Association of America in 2016 & 2017 and served on the University of Colorado Global Energy Management Graduate Programs Advisory Council until his
retirement. He received his Bachelor of Arts in accounting from the University of Texas at Arlington.  5




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Joseph O. Evans Former Chief Financial Officer Mr. Evans joined
Chaparral in 2005 as chief financial officer and executive vice president. Mr. Evans retired from the Company on March 15, 2019. The terms of his separation are discussed below under Item 11. Executive CompensationPrincipal
Financial Officers Separation and Release Agreement. Director Independence Our Board is subject to the independence standards under the New York Stock Exchange (the NYSE). The NYSEs definition of independence
includes a series of objective tests, such as that the director is not an employee of the Company and has not engaged in various types of business dealings involving the Company, which would prevent a director from being independent. The Board has
determined that Messrs. Shellum, Moore, Langford, Brooks, Cabell, Heinemann and Rowland are independent under the NYSE and SEC rules for purposes of service on the Board. Messrs. Geenberg and Morris, each of whom served on the Board for part of the
2018 fiscal year and resigned from our Board effective March 11, 2019, were also determined by our Board to have been independent under the NYSE independence standards. Board Committees The Board has the following
three standing committees comprised of non-employee directors: the Audit Committee, the Compensation Committee and the Nominating & Governance Committee. Each of these committees is governed by a
charter adopted by the Board. These charters establish the purposes of the respective committees as well as committee membership guidelines. They also define the authority, responsibilities and procedures of each committee in relation to the
committees role in supporting the Board and assisting the Board in discharging its duties in supervising and governing the Company. The charters for each of our committees can be found on our website at www.chaparralenergy.com. The Audit Committee consists of Messrs. Shellum (Chair), Moore and Langford, each of whom is independent under the rules of the SEC and the NYSE. The Board
has determined that Mr. Shellum satisfies the definition of audit committee financial expert. The Audit Committee oversees, reviews,
acts on and reports on various auditing and accounting matters to the Board, including the selection of our independent registered public accounting firm, the scope of our annual audits, fees to be paid to the independent registered public
accounting firm, the performance of our independent registered public accounting firm and our accounting practices. In addition, the Audit Committee oversees our compliance programs relating to legal and regulatory requirements. The Audit Committee
has the power to delegate any of its authority to subcommittees or to individual members of the Audit Committee as it deems appropriate. The Compensation
Committee currently consists of Messrs. Cabell (Chair), Brooks and Langford, each of whom is independent under the rules of the SEC and the NYSE. The Compensation Committee approves salaries, incentives and other forms of compensation for officers
and other employees. The Compensation Committee also administers our incentive compensation and benefit plans. The Compensation Committee has the power to delegate any of its authority to subcommittees or to individual members of the Compensation
Committee as it deems appropriate. The Nominating & Governance Committee consists of Messrs. Moore (Chair), Cabell and Brooks, each of whom is
independent under the rules of the SEC and the NYSE. The Nominating & Governance Committee identifies, evaluates and recommends qualified nominees to serve on the Board, develops and oversees our internal corporate governance processes and
maintains a management succession plan. The Nominating & Governance Committee has the power to delegate any of its authority to subcommittees or to individual members of the Nominating & Governance Committee as it deems
appropriate. Code of Ethics We have adopted
a Code of Business Conduct and Ethics that is applicable to all employees, officers and members of our Board. The Code of Business Conduct and Ethics is available on our website at www.chaparralenergy.com.  6




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Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires our directors, executive officers and persons who beneficially own more than 10% of our Class A common
stock to file with the SEC initial reports of ownership and reports of changes in ownership of our Class A common stock. Directors, executive officers and more than 10% shareholders are required by SEC regulations to provide us with copies of
all Section 16(a) forms they file. To our knowledge, based solely on a review of the copies of the reports furnished to us and written
representations that no other reports were required, all Section 16(a) filing requirements applicable to our directors, officers and more than 10% beneficial owners were complied with during the year ended December 31, 2018 except for a
late filing of a Form 3 by Contrarian Capital Management, L.L.C. of its deemed status as a director by deputization upon the appointment of Graham Morris to our Board on August 9, 2018. The Form 3 was subsequently filed. ITEM 11. EXECUTIVE COMPENSATION COMPENSATION DISCUSSION AND ANALYSIS Principal and Named Executive Officers This Compensation
Discussion and Analysis describes the material elements of our executive compensation program for our principal executive officer, principal financial officer and three other most highly compensated executive officers during 2018 (collectively, our
named executed officers or NEOs). This section also describes the objectives, principles and policies underlying our executive compensation program for our named executive officers, the compensation decisions we have made
under that program, and the factors considered in making those decisions. Our named executive officers for 2018 are:  

K. Earl Reynolds, Chief Executive Officer  

Joseph O. Evans, Former Chief Financial Officer and Executive Vice President  

James M. Miller, Senior Vice President-Operations  

Mark Ver Hoeve, Vice President-Geoscience  

Josh Walker, Vice President-Completions & Operations Compensation Philosophy and Objectives Our executive
compensation program is designed to achieve the following objectives:  

drive and reward performance that supports our core values and business strategies;  

provide a clear and direct relationship between executive pay and our performance on both a short- and long-term
basis;  

align executive pay to measures that drive stockholder returns; and  

design competitive total compensation and rewards programs to enhance our ability to attract and retain
knowledgeable and experienced executive officers. Program Highlights The following chart highlights several features of our compensation program and practices:  What We Do

What We Do Not DoProvide significant portion of compensation in variable and at-risk elements

No single-trigger cash severance upon a change-in-controlPolicy prohibiting hedging of Company stock

No tax gross-ups for severance or change-in control benefitsEvaluate officer compensation levels against a peer group of similarly sized exploration and production companies

No guaranteed bonusesPayouts under our annual and long-term incentive plans are capped at a maximum opportunity

No excessive perquisitesUtilize independent compensation consultant

No repricing of stock options without stockholder approval  7




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Establishing Executive Compensation Role of the Compensation Committee. The Compensation Committee oversees the executive compensation program and has overall responsibility for making
final decisions about total compensation for the named executive officers, including cash and equity awards. In that regard, the Compensation Committee reviews, establishes, evaluates and approves the agreements, plans and policies of the Company to
compensate both corporate officers and directors. Role of the NEOs. With respect to the compensation of the named executive officers other than
our Chief Executive Officer, the Compensation Committee evaluates the individual performance of each named executive officer and considers the recommendations of our Chief Executive Officer, as well. Additionally, in light of our named executive
officers integral role in executing the Companys overall operational and financial objectives, the Compensation Committee solicits their feedback when establishing the goals for the qualitative and quantitative performance metrics used
in our short-term cash incentive program. In addition, the Compensation Committee may invite any named executive officer to attend Compensation Committee meetings to report on the Companys progress with respect to the annual quantitative and
qualitative performance metrics, but any such officer is excluded from any discussions or decisions regarding his individual compensation. Independent
Compensation Consultant. The Compensation Committee engaged Meridian Compensation Partners LLC (Meridian), as its independent compensation consultant. Meridian provides advice to and works with the Compensation Committee in designing
and implementing the structure and mechanics of the Companys executive compensation program as well as other matters related to officer and director compensation and corporate governance. Meridian provides the Compensation Committee with
relevant data, including market and peer-company compensation, information and advice regarding recent trends and developments in executive and director compensation practices. This information assists the Compensation Committee in making executive
and director compensation decisions based on market pay levels and best practices. Meridian reports directly and exclusively to the Compensation
Committee and does not provide any other services to management, the Company or its affiliates. Meridian does not make compensation-related decisions for the Compensation Committee or otherwise with respect to the Company, and, while the
Compensation Committee generally reviews and considers information and recommendations provided by Meridian, the Compensation Committee has the final authority to make compensation-related decisions. The Compensation Committee has the discretion to
allow Meridian to work directly with management in preparing or reviewing materials for the Compensation Committees consideration. During 2018, and after taking into consideration the factors listed in Section 303A.05(c)(iv) of the New
York Stock Exchange (NYSE) Listed Company Manual, the Compensation Committee concluded that neither it nor the Company has relationship with Meridian that poses a conflict of interest, and that Meridian is independent from management.
Other than Meridian, no other compensation consultants provided services to the Compensation Committee during 2018. Peer Group Analysis. The
Compensation Committee utilizes a peer group prepared in collaboration with Meridian of identified companies that are of comparable size (revenue and market capitalization), enterprise value, industry affiliation, and/or other similar
characteristics (operational profile, asset portfolio, recent emergence from bankruptcy, etc.). In 2018, the peer group consisted of the following companies:  Alta Mesa Resources, Inc. 
Bonanza Creek Energy, Inc. 
Callon Petroleum Company 
Extraction Oil & Gas, Inc. 
Gastar Exploration, Inc. 
Gulfport Energy Corporation

Halcon Resources Corporation 
Jagged Peak Energy, Inc. 
Laredo Petroleum, Inc. 
Midstates Petroleum Company, Inc. 
Penn Virginia Corporation 
Resolute Energy Corporation

SandRidge Energy, Inc. 
SRC Energy Inc. 
Wild Horse Resource Development Corporation  8




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Pay Decisions. In determining target total compensation for our executives, the Compensation
Committee takes into consideration competitive market pay levels in our peer group along with other relevant factors for each individual officer, which may include:  (i)
leadership, retention and succession planning;  (ii)
performance of the individual and the business;  (iii)
development and implementation of initiatives that provide long-term stockholder value;  (iv)
accomplishment of strategic objectives approved by the Compensation Committee;  (v)
evaluation of external factors involving competitive positioning, general economic conditions and marketplace
compensation trends. Executive Compensation Components Our executive compensation program is composed of base salary, annual incentive awards, and long-term equity-based compensation. To align pay levels for our executives with the Companys performance, our pay combination places the greatest emphasis on performance-based incentives.
The Compensation Committee believe that the proportion of any employees total direct compensation that varies based on performance should increase as the scope of an employees ability to influence our results increases. Because executive
officers have the greatest influence over our results, a significant portion of their overall compensation consists of annual incentive awards and long-term equity awards that vary based on performance. This practice is consistent with norms in the
oil and natural gas industry. In 2017, Compensation decisions made by the Compensation Committee during its 2017 meetings resulted in awards heavily
weighted in favor of components subject to performance-related variability, with annual incentive awards and long-term equity-based compensation representing approximately 88% of the estimated value of total direct compensation awarded to the CEO
and an average of approximately 81% for the other NEOs as shown in the Summary Compensation Table in this annual report. The long-term equity-based
compensation granted in 2017 was front-loaded with the intent that no additional grants would be made over the 3-year vesting period. As a result, no additional grants were made in 2018, apart from a grant
made to Mr. Walker, who commenced employment with the Company that year. In connection with the Compensation Committees re-evaluation of the grant made to Mr. Ver Hoeve in 2017 in light of market conditions, the Compensation
Committee approved of an additional grant to Mr. Ver Hoeve in late 2018, which was made in early 2019. As a result of the front-loading of grants in 2017, performance-related compensation officially provided in 2018 represented 53% of the value
of total direct compensation awarded to the CEO and an average of approximately 51% for the other NEOs as shown in the Summary Compensation Table in this annual report. However, when one-third of the
front-loaded long-term equity-based compensation actually granted in 2017 is allocated to 2018, performance-related compensation represented 88% of the value of total direct compensation awarded to the CEO and an average of approximately 75% for the
other NEOs. Base Salary Annual salary increases are
not automatic or guaranteed. Upon approval of the Compensation Committee, our CEO, Mr. Reynolds, received an 8% increase in annual base salary ($530,424 to $572,858) on May 15, 2017, to reflect his promotion to President and CEO.
Mr. Reynolds base salary remained unchanged for 2018. The base salaries for the other NEOs also remained unchanged in 2018. The salaries paid to the named executive officers in 2018 are set forth below, on an annualized basis for
Mr. Walker who joined during the year.  Named Executive Officer

Annual SalaryK. Earl Reynolds

$
572,858Joseph O. Evans

$
448,914James M. Miller

$
391,540Mark Ver Hoeve

$
330,000Josh Walker

$
290,000  9




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##### Table of Contents

Annual Incentive Awards In 2011, we created an incentive program called the Annual Incentive Measure (AIM) bonus program, which contemplates the payment of cash bonus
awards to eligible employees when the Company achieves certain performance measures on a Company-wide basis. Annually, the Board exercises its discretion whether to employ the AIM program after considering factors such as the Companys
liquidity and industry conditions. Amounts payable under the AIM program are tied to the approved Company budget and to certain individual, departmental, and business unit measures, including, but not limited to, employees who reach individual
performance goals and contribute positively to their respective business units and the Companys goals and objectives. The targets for individual awards, which are set forth below for named executive officers, are expressed as a percentage of
an employees eligible earnings for the plan year and are based on pay grade and level of responsibility.  Named Executive Officer

AIM Target (as apercentage ofbase salary)K. Earl Reynolds


100
%Joseph O. Evans


80
%James M. Miller


70
%Mark Ver Hoeve


60
%Josh Walker


55
% The Companys performance with respect to measurable Company-wide metrics adopted by the Compensation Committee for a
given year establishes the cash pool from which payments may be made to all AIM program participants in such year (the Total AIM Pool). On a metric-by-metric
basis, certain minimum performance must be achieved to fund 50% of that portion of the Total AIM Pool associated with such metric. Performance at the target goal will fund 100% of the that part of the Total AIM Pool tied to such metric, and
performance meeting or exceeding a maximum goal for such metric will result in the funding of up to 200% of that portion of the Total AIM Pool linked to such metric. In the case of each metric, performance between the minimum and target goals, or
between the target and maximum goals, produces Total AIM Pool funding using interpolative calculations or reasoning. Once the Total AIM Pool has been
calculated, 50% of it is paid to AIM program participants, including executive officers, on a pro rata basis according to their respective AIM targets. Up to the remaining 50% of the Total AIM Pool is paid to AIM program participants based on an
evaluation of their individual performance during the applicable year. In the case of named executive officers, this evaluation is done by the Compensation Committee, with the input of Mr. Reynolds for named executive officers other than
himself. Each 2018 AIM Performance Metric and its weighting, minimum threshold, target, and maximum, together with its actual result from the
Companys 2018 performance, is indicated in the table below.  2018 AIM Performance Metric

GoalWeighting


Threshold50%


Target100%


Maximum200%


2018Actuals


BonusPayoutPercentEBITDA ($mm)


20
%

$
107


$
119


$
142


$
125



23
%Production Volume (Boe/d)


15
%


17,220



18,157



19,973



20,521



30
%Capital Efficiency


25
%


30
%


45
%


75
%


36
%


18
%Lease Operating Expenses ($/Boe)


10
%

$
8.03


$
7.65


$
6.88


$
7.24



15
%General and Administrative Expenses ($/Boe)


10
%

$
4.70


$
4.47


$
4.02


$
3.73



20
%Safety & Environment Incident Rate


20
%


42.04



36.44



28.80



33.80



10
%Total


100
%


















116
%  10




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##### Table of Contents

As noted in the table above, in 2018, Company performance related to the above described metrics resulted in
a Total AIM Pool available for payment under the AIM program of 116% of target awards. The Companys named executive officers received 112% of target awards. Long-Term Equity-Based Compensation Since our emergence
from bankruptcy and the related recapitalization of the company, award grants to our executives have been in the form of restricted stock awards that are subject to service vesting conditions (the Time Shares) and performance vesting
conditions (the Performance Shares). Time Shares constitute 75% of award grants, and Performance Shares comprise 25% of award grants. As described above, the long-term equity-based compensation granted in 2017 was front-loaded with the
intent that no additional grants would be made over the 3-year vesting period. Therefore, no additional grants were made in 2018, except for a grant made to Mr. Walker, who commenced employment with the
Company that year. The table below sets forth, in the case of Mr. Walker, the number of Time Shares and the target number of Performance Shares granted to him in 2018 and one-third of the Time Shares and
the target number of Performance Shares granted to all other named executive officers on a front-loaded basis in 2017.  Named Executive Officer

Time Shares (grantedin or allocated to 2018)


Target PerformanceShares (granted inor allocated to 2018)K. Earl Reynolds


131,198



43,733Joseph O. Evans


57,003



19,001James M. Miller


57,003



19,001Mark Ver Hoeve


13,750



4,583Josh Walker


41,250



13,750 Time Shares are subject to vesting over three annual installments. Performance Shares vest in three tranches over three
calendar years according to performance conditions established each year. The performance conditions for a given year are unique to that year and vesting with respect to performance conditions for a given year is independent of the vesting with
respect to other years. As a result, the requisite service period for each of the three tranches of Performance Shares relate to the individual year for which performance is measured and do not overlap. When Performance Shares are awarded, the
vesting conditions for the second and third tranches of the award, which are associated with future fiscal years, are typically not yet established at the time of the award. Performance Shares related to 2018 performance conditions vested according
to the accomplishment of multiple conditions as disclosed in the table below. The accomplishment of an individual condition resulted in vesting of shares that was independent of vesting with respect to the other conditions (i.e. simultaneous
accomplishment of multiple conditions was not required for vesting). Likewise, similar to the AIM program, with respect to each weighted condition, performance meeting a minimum standard is required and, when met, results in the vesting of 50% of
the Performance Shares associated with such condition, and performance exceeding the target and up to a maximum goal can result in the vesting of up to 150% of the Performance Shares linked to such condition. In the case of each condition,
interpolative calculations or reasoning are used to calculate the number of Performance Shares that vest when performance is between the minimum and target goals, or between the target and maximum goals.  11




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##### Table of Contents

2018 Performance Condition

Weight


Performance BasedVesting PercentagePeer Group Relative Performance Share  Price performance relative to a group of identified
peers (1)


20
%


0
%Return on Capital Effectiveness  Ratio of EBITDA to average plant, property and
equipment


20
%


22.8
%Appraisal of certain leasehold acreage  Drilling and completing a certain number of wells
that meet or exceed estimated threshold rates of return


30
%


40.9
%Board discretion  Consideration of multiple factors including but not limited to non-core asset sales, investor relations effectiveness, managing corporate risk, internal controls and up-listing to a national securities exchange


30
%


25
%Total


100
%


88.7
%  (1)
Peer included in this metric for 2018 were: Alta Mesa Resources, Callon Petroleum, Extraction Oil &
Gas, Gastar Exploration, Halcon Resources, Jagged Peak Energy, Jones Energy, Penn Virginia, Resolute Energy, SandRidge Energy, SRC Energy, and WildHorse Resource Development. Health and Wellness and Retirement Benefits We offer a
variety of health and wellness and retirement programs to all eligible employees. Our executive officers are eligible for the same benefit programs on the same basis as the rest of our employees. The health and wellness programs are intended to
protect employees against catastrophic loss and encourage a healthy lifestyle. Our health and wellness programs include medical under a preferred provider option or high deductible plan, as well as pharmacy, dental, and vision plans. We also offer
life insurance, as well as supplemental life insurance policies. Employees may also contribute pre-tax funds into flexible spending plans and health savings accounts. We offer employees, including our named executive officers, the opportunity to make investments in our 401(k) Profit Sharing Plan, which is intended to
supplement the employees personal savings and social security. Executive officers participate in the 401(k) plan on the same basis as other employees. The 401(k) plan allows eligible employees to elect to contribute from 1% to 60% of their
eligible compensation, up to the annual IRS dollar limit. The Company matches employee contributions at a rate of $1.00 per $1.00 for the first 7% of the employees eligible compensation. Company contributions vest as follows:  Years of Service for Vesting

Percentage1


33
%2


33
%3


34
% Employment Agreements As
of December 31, 2018, we had employment agreements in place with Messrs. Reynolds, Evans and Miller. Mr. Evans retired from the Company effective March 15, 2019 and as a result, his employment agreement is no longer in effect. See
Principal Financial Officers Separation and Release Agreement, for information regarding Mr. Evanss severance arrangement.  12




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##### Table of Contents

The initial term of the employment agreements are three years, each with an automatic two-year renewal and automatic annual renewals thereafter. The employment agreements provided our NEOs the following compensation arrangements:  Name

Effective Date


MinimumBase Salary


Target AnnualAIM Bonus(as a % of Base)K. Earl Reynolds


March 21, 2017


$
530,424



100
%Joseph O. Evans (1)


March 21, 2017



448,914



80
%James M. Miller


March 21, 2017



391,540



70
%  (1)
Mr. Evans retired from the Company on March 15, 2019, and received severance benefits pursuant to a
Separation and Release Agreement (the Separation Agreement), as described in the subsequent section Principal Financial Officers Separation and Release Agreement. Each NEO participates in our wellness benefit plans and fringe benefit, vacation and expense reimbursement policies. Each employment agreement provides for
certain payments in the event of an NEOs termination. The termination payments are discussed below under the heading Potential Payments Upon Termination or Change of Control. Each employment agreement contains certain restrictive
covenants that generally prohibit our NEOs from (i) disclosing information that is confidential to us and our subsidiaries and (ii) during the employment term and for each NEO, a period of months equal to the product of 12 times the
severance multiple of that NEO, as described below, thereafter, from soliciting or hiring our employees and those of our subsidiaries or soliciting our customers. Compensation Committee Report The Compensation Committee
has reviewed and discussed the above Compensation Discussion and Analysis with management and, based on such review and discussions, recommended to the Board that the Compensation Discussion and Analysis be included in this Amendment No. 1 to
Annual Report on Form 10-K.  Respectfully submitted by the Compensation Committee of the Board,Matthew D. Cabell (Chair)
Douglas E. Brooks Samuel Langford Compensation Committee Interlocks and Insider Participation The Compensation Committee is comprised of Messrs. Cabell, Brooks, and Langford. Mr. Cabell has served as Chair of the committee since April 1, 2018.
None of our executive officers serves on the board of directors or compensation committee of a company that has an executive officer that serves on our Board or Compensation Committee. No member of our Board is an executive officer of a company
in which one of our executive officers serves as a member of the board of directors or compensation committee of that company.  13




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##### Table of Contents

Summary Compensation Table The following table below summarizes the total compensation paid to or earned by each of the NEOs for the fiscal years ended December 31, 2018, 2017, and
2016.  Name and Principal Position

Year


Salary($)


Bonus($)(1)


Stock awards($)(2)


All othercompensation($)(3)


Total($)K. Earl Reynolds


2018


$
572,858


$
641,600


$



$
42,597


$
1,257,055Chief Executive Officer


2017



556,537



505,449



10,522,080



38,212



11,622,2782016



530,424



563,310







40,725



1,134,459James M. Miller


2018


$
391,540


$
306,967


$



$
61,144


$
759,651Senior Vice President-Operations


2017



391,540



249,411



4,571,661



63,230



5,275,8422016



391,540



323,412







46,059



761,011Mark Ver Hoeve


2018


$
330,000


$
221,760


$



$
222,516


$
774,276Vice President-Geoscience


2017



107,885



158,905



1,100,000



31,023



1,397,813Josh Walker


2018


$
189,615


$
116,803


$
1,031,250


$
12,489


$
1,350,157Vice President-Completions &OperationsJoseph O. Evans


2018


$
448,914


$
402,227


$



$
43,088


$
894,229Former Chief Financial Officer


2017



448,914



326,809



4,571,661



55,552



5,402,936and Executive Vice President


2016



448,914



423,775







40,332



913,021  (1)
Bonuses were performance-based cash incentives under our AIM program. Bonuses attributable to a fiscal year are
paid the following year. (2)
Awards generally vest in one-third increments each year over a
three-year period. The values shown are the aggregate grant date fair value for initial awards computed in accordance with FASB ASC Topic 718 and assuming a 100% probability of vesting with respect to Performance Shares. Generally, the full grant
date fair value is the amount that we would expense in our financial statements over the awards vesting timeframe. Although the full grant date fair value of the equity awards is included in the annualized compensation for the NEOs disclosed
above, the grants were front-loaded and absent changed circumstances are intended to be the only equity-based awards granted to the NEOs over the following three year vesting period. Certain Performance Shares were allocated to performance
conditions that were not established at the time the awards were granted and thus a grant date for measurement purposes pursuant to FASB ASC Topic 718 was not established for these awards when they were initially granted. For these Performance
Shares, amounts in the table above reflect the fair market value of the shares on the date the grants were awarded. (3)
Other compensation was limited in scope and in 2018 was primarily comprised of Company 401(k) matching and
employer-paid medical benefits including accidental death and dismemberment, dental, life, medical and long-term and short-term disability coverage. Mr. Ver Hoeve also received $182,806 in compensation for relocation expenses. Grants of Plan-Based Awards in 2018 The following table shows grants of equity-based awards in 2018 to our NEOs.  All Other StockEstimated Future Payouts Under


Awards:


Grant DateEquity Incentive Plan Awards (1) (3)


Number of


Fair Value(Shares of Stock or Units)


Shares of Stock


of Stock andThreshold


Target


Maximum


or Units (1)


Option Awards (2)Name

Grant Date


(#)


(#)


(#)


(#)


($)Josh Walker-Time Shares


4/30/2018



n/a



n/a



n/a



41,250


$
773,438Josh Walker-Performance Shares


4/30/2018



6,875



13,750



20,625



0



257,813  14




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##### Table of Contents

(1)
The Time Shares are subject to vesting over three equal annual installments. The Performance Shares vest in
three tranches over three calendar years according to performance conditions established each year. The grants to our NEOs in the table above are intended to be front-loaded and absent changed circumstances are intended to be the only equity-based
awards granted to the NEOs over the following three-year vesting period. (2)
The values shown are the aggregate grant date fair value for initial awards computed in accordance with FASB
ASC Topic 718 and assuming a 100% probability of vesting at target with respect to Performance Shares. Generally, the full grant date fair value is the amount that we would expense in our financial statements over the awards three-year vesting
timeframe. Certain Performance Shares were allocated to performance conditions that not been established at the time the awards were granted and thus a grant date for measurement purposes pursuant to FASB ASC Topic 718 was not established for these
awards when they were initially granted. For these Performance Shares, amounts in the table above reflect the fair market value of the shares on the date the grants were awarded at the Target performance level. (3)
Restricted stock has been granted at the Target performance level, with restrictions removed based on
achievement of performance conditions. If performance exceeds Target levels over the three year vesting period, additional shares would have to be granted to meet any award above the total Target performance level. Outstanding Equity Awards at Fiscal Year-End 2018 The following table shows outstanding restricted stock awards for each NEO as of December 31, 2018.  Time Vested Awards


Performance Vested AwardsName

Number ofShares of StockThat Have NotVested(#)


Market Value ofShares of StockThat Have NotVested($)(1)


Number ofShares of StockThat Have NotVested(#)


Market Value ofShares of StockThat Have NotVested($)(1)K. Earl Reynolds


262,396


$
1,290,988



42,113


$
207,196James M. Miller


114,007



560,914



18,298



90,026Mark Ver Hoeve


27,500



135,300



4,413



21,712Josh Walker


41,250



202,950



9,684



47,645Joseph O. Evans


114,007



560,914



18,298



90,026  (1)
The table assumes an estimated fair value per share of $4.92 as of December 31, 2018, based on the market
price of our Class A common stock currently trading on the NYSE.  15




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##### Table of Contents

2018 Stock Vested The following table shows restricted stock awards that vested during the year ended December 31, 2018 for each NEO that participated in the 2017 MIP.  Time Share Awards


Performance Share Awards (1)Name

Number ofShares of StockThatVested(#) (1)


Value Realizedon Vesting($)


Number ofShares of StockThatVested(#) (1)


Value Realizedon Vesting($)K. Earl Reynolds


131,198


$
2,322,205



38,792


$
190,857James M. Miller


57,003


$
1,008,593



16,854


$
82,922Mark Ver Hoeve


13,750


$
243,375



4,066


$
20,005Josh Walker





$




4,066


$
20,005Joseph O. Evans


57,003


$
1,008,593



16,854


$
82,922  (1)
Includes vesting of Performance Shares during 2018 whereupon no future service was required subsequent to
December 31. 2018, for a participant to be entitled to the award. However restrictions on these Performance Shares were not lifted until March 11, 2019, the time at which the Compensation Committee completed its evaluation of managements
accomplishment with respect to the performance conditions. Pension Benefits in 2018 No pension benefits were granted in 2018 for any NEO. Nonqualified Deferred Compensation in 2018 No nonqualified deferred compensation was granted in 2018 for any NEO. Potential Payments Upon Termination or Change in Control Employment Agreements with our NEOs Certain of our
NEOs have employment agreements that obligate us to pay certain separation benefits to them in the event of voluntary termination, termination without cause, termination for good reason and termination in the event of disability or death.
Mr. Evans retired from the Company on March 15, 2019, and as a result, his employment agreement is no longer in effect. See Principal Financial Executive Officers Separation and Release Agreement, for information
regarding Mr. Evanss severance arrangement. The term disability means the NEOs incapacity due to physical or mental illness
whereby the NEO is substantially unable to perform his duties under the employment agreement (with or without reasonable accommodation, as defined under the Americans With Disabilities Act) for a period of six consecutive months. The term
cause means termination for one of the following reasons:  

the NEOs conviction of, or entry by the NEO of a guilty or no contest plea to a felony or crime involving
moral turpitude;  

the NEOs willful commission of an act of fraud or dishonesty resulting in economic or financial injury to
us or any affiliate;  

the NEOs willful failure to substantially perform or gross neglect of his duties, including, but not
limited to, the failure to follow any lawful directive of our Chief Executive Officer, within the reasonable scope of the NEOs duties;  

the NEOs performance of unapproved acts materially detrimental to us or any affiliate;  16




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##### Table of Contents



the NEOs use of narcotics, alcohol, or illicit drugs in a manner that has or may reasonably be expected to
have a detrimental effect on his performance of his duties as our employee or on the reputation of the Company or any affiliate;  

the NEOs commission of a material violation of any of our rules or policies which results in injury to us;
or  

the NEOs material breach of the employment agreement. The term good reason means the occurrence, without the written consent of the NEO, of one of the events set forth below:  

a material diminution in the NEOs authority, duties or responsibilities, combined with a demotion in the
NEOs pay grade ranking;  

the reduction by us of the NEOs base salary by more than 10% (unless done so for all of our executive
officers);  

the requirement that the NEO be based at any office or location that is more than 50 miles from our principal
executive offices, except for travel reasonably required in the performance of the NEOs responsibilities; or  

any other action or inaction that constitutes a material breach by us under the employment agreement. The term change in control means:  

the consummation of any transaction or series of related transactions involving the sale of our outstanding
securities (but excluding a public offering of our capital stock) for securities or other consideration issued or paid or caused to be issued or paid by such other corporation or an affiliate thereof and which results in our shareholders (or their
affiliates) immediately prior to such transaction not holding at least a majority of the voting power of the surviving or continuing entity following such transaction; or  

the consummation by us (whether directly involving us or indirectly involving us through one or more
intermediaries) of (x) a merger, consolidation, reorganization, or business combination; (y) a sale or other disposition of all or substantially all of our assets; or (z) the acquisition of assets or stock of another entity, in each
case, other than a transaction which results in our voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into our voting securities or the person that, as a
result of the transaction, controls, directly or indirectly, us or owns, directly or indirectly, all or substantially all of our assets or otherwise succeeds to our business), directly or indirectly, at least a majority of the combined voting power
of the successor entitys outstanding voting securities immediately after the transaction. Payments Made Upon Termination
Without Cause or by the NEO for Good Reason Not Following a Change in Control In the event a current NEOs employment is terminated without cause
or by the NEO for good reason at any time that is not within two years after the occurrence of a change in control, we will be obligated:  

to pay to the NEO an amount equal to the severance multiple, as specified in the NEOs employment agreement,
times the sum of (x) the NEOs base salary in effect on the date of termination plus (y) the annual bonus granted to the NEO for the fiscal year immediately on or preceding the date of termination, payable in the form of a salary
continuation for a period of months equal to the product of 12 times the severance multiple;  

subject to certain limitations, to maintain for a period of 18 months following the date of termination,
participation by the NEO (and his spouse and/or eligible dependents, as applicable) in our medical, hospitalization, and dental programs maintained for the benefit of our executive officers as in effect on the date of termination, at such level and
terms and conditions (including, without limitation, contributions required by the NEO for such benefits) as in effect on the date of termination (the Termination Wellness Benefits);  

to pay to the NEO any earned but unpaid base salary, annual bonus from prior years, and vacation pay in the form
of a lump sum payment; and  

to pay to the NEO any unreimbursed reasonable business expenses incurred by the NEO on our behalf in the form of
a lump sum payment. The following table quantifies amounts that would have been paid pursuant to the employment agreements for each of
our NEOs assuming a termination took place on December 31, 2018, assuming all accrued compensation and reimbursable expenses had been paid on December 31, 2018 and assuming such termination was a termination without cause or by the NEO for
good reason not following a change in control.  17




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##### Table of Contents

Name

Base Salary


Annual Bonus


SeveranceMultiple


Benefits


TotalK. Earl Reynolds

$
572,858


$
641,600



1.5


$
18,984


$
1,850,163Joseph O. Evans (1)


448,914



402,227



1.0



20,141



881,353James M. Miller


391,540



306,967



1.0



32,418



747,134  (1)
On March 15, 2019, Mr. Evans retired as an employee of the Company pursuant to the provisions under
the Separation Agreement. See Principal Financial Officers Separation and Release Agreement below. Payments Made
Upon Termination Without Cause or by the NEO for Good Reason Following a Change in Control If at any time within two years after a change in control
(CiC), the NEOs employment is terminated without cause or by the NEO for good reason, we will be obligated:  

to pay to the NEO an amount equal to the CiC severance multiple, as specified in the NEOs employment
agreement, times the sum of (x) the NEOs base salary in effect on the date of termination plus (y) the annual bonus granted to the NEO for the fiscal year immediately on or preceding the date of termination, payable in the form of a
salary continuation for a period of months equal to the product of 12 times the CiC Multiple, or in the form of a lump sum payment if the CiC occurs as a result of the sale or other disposition of all or substantially all of the Companys
assets;  

subject to certain limitations, to provide the Termination Wellness Benefits;  

to pay to the NEO any earned but unpaid base salary, annual bonus from prior years and vacation pay in the form
of a lump sum payment; and  

to pay to the NEO any unreimbursed reasonable business expenses incurred by the NEO on our behalf in the form of
a lump sum payment. In addition to the payments above, if at any time within one year after a CiC, the NEOs employment is
terminated without cause or by the NEO for good reason, we will be obligated to lift all remaining restrictions on the restricted stock awards granted thus far under the 2017 MIP. The following table quantifies amounts that would have been paid pursuant to the employment agreements for each of our NEOs assuming a termination took place
on December 31, 2018, assuming all accrued compensation and reimbursable expenses had been paid on December 31, 2018 and assuming such termination was a termination without cause or by the NEO for good reason following a CiC.  Name

Base Salary


Annual Bonus


Severance Multiple


Benefits


Equity Grants (1)


TotalK. Earl Reynolds

$
572,858


$
641,600



2.25


$
18,984


$
1,498,184


$
4,259,191Joseph O. Evans


448,914



402,227



1.50



20,141



650,941



1,957,864James M. Miller


391,540



306,967



1.50



32,418



650,941



1,747,328  (1)
Amounts represent the fair value as of December 31, 2018, of unvested restricted shares that would
accelerate vest upon termination. Payments Made Upon Termination for Cause or by the NEO Without Good Reason In the event an NEO is terminated for cause, or the NEO resigns without good reason, we have no further obligations to the NEO other than a lump sum payment of
the following amounts:  

any earned but unpaid base salary, annual bonus from prior years and vacation pay; and  

unreimbursed reasonable business expenses incurred by the NEO on our behalf, so long as the NEO was not fired for
cause due to his misappropriation of Company funds. No amounts would have been paid pursuant to the employment agreements for each of our NEOs assuming a termination for cause or by the NEO without good reason took place on December 31,
2017, and assuming all accrued compensation and reimbursable expenses had been paid on December 31, 2017.  18




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##### Table of Contents

Payments Made Upon Death or Disability In the event of an NEOs death or disability, we will be obligated to pay to the NEO:  

any earned but unpaid base salary, annual bonus from prior years and vacation pay;  

unreimbursed reasonable business expenses incurred by the NEO on our behalf; and  

a pro rata share of the annual bonus for the fiscal year in which the termination of employment occurs. Assuming all accrued compensation or reimbursable expenses had been paid on December 31, 2017, the only amounts that would
have been payable pursuant to the employment agreements for each of our NEOs assuming an event of death or disability took place on December 31, 2017, would be their 2017 annual bonus equal to the amounts disclosed in the Summary Compensation
Table above. Payments of separation benefits may be delayed if (i) the NEO is a specified employee within the meaning of
Section 409A of the Internal Revenue Code of 1986, as amended (Section 409A), as of the date of his separation from service and (ii) the amount of any separation benefits payable to him are subject to Section 409A. In
such instance, the separation benefits will not be paid to the NEO until six months after the date of separation from service, or, if earlier, the date of his death. Other Payments Made Upon Termination, Retirement, Death or Disability Except for terminations without cause or for good reason subsequent to a change in control, as discussed above, the 2017 MIP does not require accelerated
vesting provisions in the event of termination of an NEOs employment for any other reason. Regardless of the manner in which an NEOs
employment is terminated, he is entitled to receive amounts earned during his term of employment, including unused vacation pay and bonuses earned but not yet paid under the AIM program. Additionally, if an NEO is terminated due to death or disability, that NEO will receive benefits under our disability plan or payments under our life insurance
plan. Principal Financial Officers Separation and Release Agreement On February 11, 2019, Joseph O. Evans advised the Company of his intent to retire as Chief Financial Officer and Executive Vice President of the Company,
effective March 15, 2019 (the Separation Date). In connection with the foregoing, on February 14, 2019, the Company and Mr. Evans signed a Separation and Release Agreement (the Separation Agreement) pursuant to
which Mr. Evans remained employed with the Company and provided transition services in addition to his customary duties, responsibilities and authorities until the Separation Date during which time he received his current rate of base salary
and employee benefits, as in effect immediately prior to the effective date of the Separation Agreement, until the Separation Date. Subject to the
Separation Agreement, and in consideration of a full release of claims against the Company, on March 22, 2019, the Company remitted a cash payment of $402,226.88 to Mr. Evans for his 2018 Annual Bonus. Additionally, beginning on
March 29, 2019, the Company began remitting a total of $851,140.88, consisting of Mr. Evanss 2018 annual salary and 2018 Annual Bonus, which will be paid out over a 12-month period as a
separation payment, in addition to accrued and unpaid benefits or obligations previously paid under the Separation Agreement. On February 22, 2019, the Company also accelerated the vesting of 57,004 shares of time-based restricted stock granted
to Mr. Evans pursuant to the 2017 MIP and previously scheduled to vest on April 1, 2019. Mr. Evans is subject to non-solicitation, non-competition, and confidentiality restrictions as set forth in his employment agreement with the Company.  19




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##### Table of Contents

CEO Pay Ratio As required by Item 402(u) of Regulation S-K, we are providing disclosure regarding the annual total compensation of K.
Earl Reynolds, our Chief Executive Officer as of December 1, 2018 (the date used to identify our median employee), to the annual total compensation of our median employee. The pay ratio included in this information is a reasonable estimate
calculated in a manner consistent with Item 402(u) of Regulation S-K. Due to estimates, assumptions, adjustments and statistical sampling permitted under the rules, pay ratio disclosures may involve a degree
of imprecision and may not be consistent with the methodologies incorporated by other companies. As of December 1, 2018, our employee population,
excluding Mr. Reynolds, consisted of 194 individuals. We identified the median employee by adding together the following compensation measures for each employee:  

Annualized salary as of December 1, 2018;  

2018 AIM awards assuming 100% payout; and  

The fair value on grant date of restricted stock units granted in 2018. After identifying the median employee, we calculated the total annual compensation for such employee using the same methodology we use for our NEOs as set
forth in the Summary Compensation Table, above. For 2018:  

the annual total compensation for Mr. Reynolds was $1,257,055; and  

the annual total compensation for our median employee was $113,488. Based on this information, the ratio of our CEOs annual total compensation to our median employees annual total compensation for 2018 was
approximately 11 to 1. Director Compensation Our
cash compensation plan for non-employee directors consists of:  

an annual cash retainer of $100,000 to any non-employee Chairman of the
Board, payable quarterly in arrears and pro-rated for any periods of partial service;  

an annual cash retainer of $65,000 to each non-employee director (other
than the Chairman of the Board), payable quarterly in arrears and pro-rated for any periods of partial service;  

an additional annual cash retainer of $10,000, $7,500 and $5,000 for service in a
non-chairperson role in the Audit, Compensation, and Nominating & Governance Committees, respectively, payable quarterly in arrears and pro-rated for any
periods of partial service, and  

an additional annual cash retainer of $20,000, $15,000 and $12,500 for the Chairman of the Audit, Compensation,
and Nominating & Governance Committees, respectively, payable quarterly in arrears and pro-rated for any periods of partial service. We also reimburse all of our directors for all reasonable out-of-pocket costs
and expenses incurred by them in connection with their service as a director. The Board has approved an equity component of compensation for non-employee directors comprised of restricted stock awards. The equity compensation granted to our directors in 2017 was front-loaded with the intent that no additional grants would be made in 2018.  20




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##### Table of Contents

The following table discloses compensation awarded to our Board in 2018. Mr. Rowland is not listed
below because he was appointed to the Board on April 10, 2019 and therefore did not receive any compensation as a non-employee director in 2018.  Name

Cash fees paid in 2018Robert F. Heinemann

$
125,000Douglas E. Brooks


91,250Matthew D. Cabell


98,750David Geenberg (1)


Samuel Langford


90,000Kenneth W. Moore


101,875Graham Morris (2)


Gysle Shellum


106,250  (1)
Pursuant to the terms of the SVP Support Agreement, Mr. Geenberg waived his rights to compensation as a
member of the Board and did not participate in the non-employee director compensation programs described hereunder. (2)
Pursuant to the terms of the Support Agreement by and among the Company, Contrarian Capital Management, L.L.C.,
and certain private investment funds directly or indirectly managed by Contrarian Capital Management, L.L.C., Mr. Morris waived his rights to compensation as a member of the Board and did not participate in the
non-employee director compensation programs described hereunder. Compensation Policies and
Risk Management While our Board strives to create incentives that encourage a level of risk-taking behavior consistent with our business strategy, our
compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on our operations or financial condition. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The table below sets forth information, as of April 22, 2019, beneficial ownership of our outstanding shares of common stock by (i) our directors,
(ii) the executive officers named in the Summary Compensation Table, (iii) all of our directors and executive officers as a group and (iv) all persons known by us to own beneficially more than 5% of our outstanding common stock.  21




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##### Table of Contents

Beneficial Ownership (1)


% of TotalName and Address of Beneficial Owner

of Class A Shares


OutstandingNamed Executive OfficersK. Earl Reynolds (2)


388,490



*James M. Miller (2)


166,610



*Mark Ver Hoeve (2)


70,144



*Joshua D. Walker (2)


49,026



*Joseph O. Evans (Retired) (2)


85,157



*DirectorsRobert F. Heinemann (2)


18,728



*Douglas E. Brooks (2)


13,598



*Matthew D. Cabell (2)


16,621



*Samuel Langford (2)


16,621



*Kenneth W. Moore (2)


12,752



*Gysle Shellum (2)


14,625



*All executive officers and directors as a group (15 persons) (2)


1,018,228



2.19
%5% Beneficial Owners


1,007,348



2.17
%Strategic Value Partners, LLC (3)
100 West Putnam Avenue
Greenwich, CT 06830


10,738,288



23.17
%Silver Point Capital, L.P. (4)
Two Greenwich Plaza, First Floor
Greenwich, CT 06830


4,425,994



9.55
%Contrarian Capital Management, LLC (5)
411 West Putnam Avenue, Suite 425
Greenwich, CT 06830


3,790,800



8.18
%Lord, Abbett & Co. LLC (6)
90 Hudson Street
Jersey City, NJ 07302


2,890,930



6.24
%PPM America, Inc. (7)
225 W Wacker Drive, Suite 1200
Chicago, IL 60606


2,546,166



5.49
%  *
Less than one percent. (1)
Unless otherwise indicated, all shares of stock are held directly with sole voting and investment power. (2)
The address of directors and officers is in care of Chaparral Energy, Inc., 701 Cedar Lake Boulevard, Oklahoma
City, Oklahoma 73114. (3)
Strategic Value Partners, LLC serves as (i) the investment manager of Strategic Value Master Fund, Ltd.
and (ii) managing member of each of (A) SVP Special Situations III LLC, who is the investment manager of Strategic Value Special Situations Master Fund III, L.P.; (B) SVP Special Situations IV LLC, who is the investment manager of
Strategic Value Special Situations Master Fund IV, L.P.; and (C) SVP Special Situations III-A LLC who is the investment manager of Strategic Value Opportunities Fund, L.P. Victor Khosla is the indirect
majority owner and control person of Strategic Value Partners, LLC. (4)
Silver Point Capital, L.P. serves as investment manager to Silver Point Capital Fund, L.P., Silver Point
Capital Offshore Master Fund, L.P., and is the sole owner of the investment manager of Silver Point Distressed Opportunities Fund, L.P and Silver Point Distressed Opportunities Offshore Master Fund, L.P. and by reason of such status, may be deemed
to be the beneficial owner of the securities held by these holders of our Class A common stock. Silver Point Distressed Opportunities Management, LLC is the investment manager of Silver Point Distressed Opportunities Fund,  22




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##### Table of Contents

L.P and Silver Point Distressed Opportunities Offshore Master Fund, L.P. and by reason of such status, may be deemed to be the beneficial owner of the securities held by these holders of our
Class A common stock. Silver Point Capital Management, LLC is the general partner of Silver Point Capital, L.P. and as a result, may be deemed to be the beneficial owner of the securities held by the foregoing stockholders. Edward A. Mule and
Robert J. OShea are each members of Silver Point Capital Management, LLC and as a result, may be deemed to be the beneficial owner of the securities held by the foregoing stockholders, and exercise voting and investment control over the
securities. (5)
Contrarian Capital Management, L.L.C. serves as Investment Manager to each of the following holders of shares
of our common stock, and by reason of such status, may be deemed to be the beneficial owner of the securities held by these stockholders: CCM Pension-A, L.L.C., CCM
Pension-B, L.L.C., Contrarian Advantage-B, LP, Contrarian Capital Fund I, L.P., Contrarian Capital Senior Secured, L.P., Contrarian Capital Trade Claims, L.P.,
Contrarian Centre Street Partnership, L.P., Contrarian Dome du Gouter Master Fund, LP, Contrarian Opportunity Fund, L.P and Contrarian Distressed Equity Fund, L.P. Jon R. Bauer, managing member of Contrarian Capital Management, L.L.C., has voting
and investment control over the securities. (6)
Lord, Abbett & Co, LLC serves as investment advisor to the following holders of shares of our common
stock: Lord Abbett Bond-Debenture Fund, Inc., Lord Abbett Investment TrustLord Abbett High Yield Fund, Lord Abbett Investment TrustLord Abbett Income Fund, Lord Abbett Investment TrustLord Abbett Short Duration Income Fund, Lord
Abbett Passport Portfolios plcLord Abbett High Yield Fund, Lord Abbett Passport Portfolios plcLord Abbett Multi-Sector Income Fund, Lord Abbett Series Fund, Inc.Bond Debenture Portfolio and Lord Abbett High Yield Trust. Steven F.
Rocco, partner and portfolio manager of Lord, Abbett & Co. LLC, exercises voting and investment control over the securities owned by Lord Abbett Bond-Debenture Fund, Inc., Lord Abbett Investment TrustLord Abbett High Yield Fund, Lord
Abbett Passport Portfolios plcLord Abbett High Yield Fund, Lord Abbett Passport Portfolios plcLord Abbett Multi-Sector Income Fund, Lord Abbett Series Fund, Inc.Bond Debenture Portfolio and Lord Abbett High Yield Trust. Andrew H.
OBrian, partner and portfolio manager of Lord, Abbett & Co. LLC, exercises voting and investment control over the securities owned by Lord Abbett Investment TrustLord Abbett Income Fund and Lord Abbett Investment TrustLord
Abbett Short Duration Income Fund. (7)
PPM America, Inc. serves as attorney in fact for the following holders of shares of our common stock: Jackson
National Life Insurance Company, Jackson National Life Insurance Company of New York, Eastspring InvestmentsU.S. Strategic Income Bond Fund, Eastspring InvestmentsU.S. High Yield Bond Fund, JNL/PPM America Long Short Credit Fund, JNL/PPM
America Strategic Income Fund, JNL/PPM America High Yield Bond Fund, a series of JNL Series Trust, and The Prudential Assurance Company Limited on behalf of certain sub accounts. Joel Klein, Executive Vice President of PPM America Inc., exercises
voting and investment control over these securities as the attorney-in-fact for the foregoing holders of our common stock. Securities Presently Authorized for Issuance under our 2017 MIP The following table provides information for all equity compensation plans as of April 29, 2019, under which our equity securities were authorized for
issuance:  Plan Category

Number of Securitiesto be Issued uponExercise
ofOutstanding Options,Warrants, and Rights(a)


Weighted AverageExercise Price ofOutstanding Options,Warrants, and 
Rights(b)


Number of SecuritiesRemaining Available forFuture Issuance underEquity
CompensationPlans (ExcludingSecurities Reflectedin Column (a))(c)Equity compensation plans approved by security holders


0



0



0Equity compensation plans not approved by security holders (1)


0



0



1,872,565Total


0



0



1,872,565  (1)
Shares related to future grants that are terminated, canceled, expire unexercised, or settled in such manner
that all or some of the shares are not issued to a participant or are surrendered unvested shall immediately become available for future issuance.  23




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##### Table of Contents

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE Transactions with Related Persons, Promoters and Certain Control Persons Payments to our Board of Directors In 2018, the
Company repurchased shares from its Board members in order to facilitate the payment of tax obligations incurred by the Board members in connection with the vesting of restricted stock awards previously granted under the 2017 MIP. The restricted
stock award grant relating to this vesting event was previously reported as director compensation (Stock Awards) in Item 11. Executive Compensation of our Amended Annual Report on Form 10-K/A for
the year ended December 31, 2017, filed in the previous year.  Name

Stock Repurchased (1)Robert F. Heinemann

$
50,463Douglas E. Brooks


37,453Matthew D. Cabell


26,745Samuel Langford


26,745Kenneth W. Moore


47,082Gysle Shellum


32,108220,596  (1)
Represents the fair value of shares repurchased based on the closing price on the repurchase date. Stockholders Agreement In
connection with the Companys emergence from bankruptcy, the Company entered into a Stockholders Agreement (as may be amended from time to time, the Stockholders Agreement) with the holders of its common stock named therein to
provide for certain general rights and restrictions for holders of common stock. The Stockholders Agreement provided for certain general rights and restrictions, including general restrictions, including:  

restrictions on the authority of the Board to take certain actions, including but not limited to entering into
(i) a merger, consolidation, or sale of all or substantially all of the Companys assets; (ii) an acquisition outside the ordinary course of business or exceeding $125,000,000; (iii) any issuance of preferred stock or other capital
stock of the Company senior to the Company common stock; (iv) an amendment, waiver or modification of the certificate of incorporation or bylaws of the Company; (v) an incurrence of new indebtedness that would result in the aggregate
indebtedness of the Company exceeding $650,000,000; and (vi) with certain exceptions, an initial public offering on or prior to December 15, 2018, in each case without the approval of holders of at least
two-thirds of the Companys outstanding common stock;  

restrictions on the authority of the Board to enter into or terminate affiliate transactions without the approval
of a majority of disinterested members of the Board;  

pre-emptive rights granted to holders of at least 0.5% of the
Companys outstanding common stock, allowing those holders to purchase their pro rata share of any issuances or distributions of new securities by the Company;  

information rights and inspection rights;  

registration rights as described in the Registration Rights Agreement below; and  

drag along and tag along rights. In March 2018, the Stockholders Agreement was amended to (i) remove the restriction on the Companys ability to become subject to Section 13 of
the Securities Exchange Act of 1934, as amended, on or prior to December 15, 2018 without the affirmative approval of the holders of two-thirds of the Companys outstanding common stock and
(ii) eliminate preemptive rights currently existing under the Stockholders Agreement which would be applicable to the issuance or sale of Company securities pursuant to a private placement or other transaction exempt from or not subject to the
registration requirements of the Securities Act of 1933, as amended, to the extent such transaction would not result in the issuance of more than 100,000 shares of the Companys common stock and would not result in more than 100 new holders of
the Companys common stock.  24




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##### Table of Contents

The rights and preferences of each stockholder under the Stockholders Agreement were set to terminate on the
earliest of (i) the unanimous written consent of all stockholders of the Company who are parties to the Stockholders Agreement to terminate the Stockholders Agreement; (ii) the dissolution, liquidation or winding up of the Company; and
(iii) the listing of the Companys common stock on a U.S. national securities exchange registered with the SEC (whether in connection with an initial public offering or otherwise). On July 24, 2018, shares of Class A common stock, par value $0.01 per share, of the Company commenced trading on the New York Stock Exchange (the
Uplisting). In connection with the Uplisting, the Stockholders Agreement terminated pursuant to its terms. Registration Rights
Agreement In connection with the Companys emergence from bankruptcy, the Company entered into a Registration Rights Agreement (the
Registration Rights Agreement) with the holders of its common stock named therein to provide for resale registration rights for the holders Registrable Securities (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the holders have customary underwritten offering and piggyback registration rights, subject to the limitations
set forth therein. Under their underwritten offering registration rights, one or more holders holding, collectively, at least 20% of the aggregate number of Registrable Securities have the right to demand that the Company file a registration
statement with the SEC, and further have the right to demand that the Company effectuate the distribution of any or all of such holders Registrable Securities by means of an underwritten offering pursuant to an effective registration
statement, subject to certain limitations described in the Registration Rights Agreement. The holders piggyback registration rights provide that, if at any time the Company proposes to undertake a registered offering of Common Stock, whether
or not for its own account, the Company must give at least 20 business days notice to all holders of Registrable Securities to allow them to include a specified number of their shares in the offering. These registration rights are subject to certain conditions and limitations, including the Companys right to delay or withdraw a registration statement
under certain circumstances. The Company will generally pay all registration expenses in connection with its obligations under the Registration Rights Agreement, regardless of whether any Registrable Securities are sold pursuant to a registration
statement. The registration rights granted in the Registration Rights Agreement are subject to customary indemnification and contribution provisions, as well as customary restrictions such as blackout periods and, if an underwritten offering is
contemplated, limitations on the number of shares to be included in the underwritten offering that may be imposed by the managing underwriter. Indemnification Agreements We have
indemnification agreements with each of our directors and executive officers. These indemnification agreements are intended to permit indemnification to the fullest extent now or hereafter permitted by the Delaware General Corporation Law. It is
possible that the applicable law could change the degree to which indemnification is expressly permitted. The indemnification agreements cover expenses
(including attorneys fees), judgments, fines and amounts paid in settlement incurred as a result of the fact that such person, in his capacity as a director or officer, is made or threatened to be made a party to any suit or proceeding. The
indemnification agreements will generally cover claims relating to the fact that the indemnified party is or was an officer, director, employee or agent of us or any of our affiliates, or is or was serving at our request in such a position for
another entity. The indemnification agreements will also obligate us to promptly advance all reasonable expenses incurred in connection with any claim. The indemnitee is, in turn, obligated to reimburse us for all amounts so advanced if it is later
determined that the indemnitee is not entitled to indemnification. The indemnification provided under the indemnification agreements is not exclusive of any other indemnity rights; however, double payment to the indemnitee is prohibited.  25




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##### Table of Contents

We are not obligated to indemnify the indemnitee with respect to claims brought by the indemnitee against
us, except for:  

claims regarding the indemnitees rights under the indemnification agreement;  

claims to enforce a right to indemnification under any statute or law; and  

counter-claims against us in a proceeding brought by us against the indemnitee or any other person, except for
claims approved by our Board. We also maintain director and officer liability insurance for the benefit of each of the above
indemnitees. These policies include coverage for losses for wrongful acts and omissions and to ensure our performance under the indemnification agreements. Each of the indemnitees are named as an insured under such policies and provided with the
same rights and benefits as are accorded to the most favorably insured of our directors and officers. Support Agreements The Company entered into a support agreement with each (i) Strategic Value Partners, LLC and certain funds and accounts managed by Strategic Value
Partners, LLC and its affiliates (collectively, SVP) and (ii) Contrarian Capital Management, L.L.C. and certain funds and accounts managed by Contrarian Capital Management, L.L.C. and its affiliates (collectively CCM),
pursuant to which each of SVP and CCM have the right to appoint one member to our Board subject to each SVPs and CCMs respective compliance with its respective support agreement. On June 6, 2018, the Company appointed Mr. David Geenberg as a member of the Board pursuant to the support agreement with SVP. On August 8,
2018, the Company appointed Mr. Graham Morris as a member of the Board pursuant to the support agreement with CCM. Messrs. Geenberg and Morris each resigned from our Board on March 11, 2019. Mr. Marcus Rowland joined Chaparrals
Board in April 2019 pursuant to the terms of the Companys support agreement with SVP. CCM has not appointed a replacement designee for Mr. Morris. The support agreements also include, among other provisions, certain standstill and voting commitments by each SVP and CCM, including a voting commitment that
each SVP and CCM will vote in favor of (i) any director nominees recommended by the Board to the stockholders for election and (ii) other routine matters submitted by the Board to the stockholders for a vote. The standstill period, with
respect to each support agreement, shall, subject to the Companys compliance with the terms of the applicable support agreements, extend until the date that is the earlier of (i) 30 days prior to the expiration of the Companys advance
notice period for (A) the 2020 annual meeting of stockholders or (B) any subsequent annual meeting of stockholders, should a SVP or CCM designee, as applicable, not be included on the Companys slate of director nominees for such
subsequent annual meeting and (ii) 120 days after a SVP or CCM designee, as applicable, ceases to serve on the Board. The support agreements also provide for resignation of the respective designee upon breach of the applicable support agreement by
SVP or CCM, or (i) in the case of a SVP designee, upon SVP ceasing collectively to beneficially own the lesser of an aggregate of (i) at least 8% of the Companys then outstanding shares of Common Stock and (ii) 3,719,850 shares of
the Companys Class A common stock or (ii) the case of a CCM designee, upon CCM ceasing collectively to beneficially own the lesser of an aggregate of (A) at least 5% of the Companys then outstanding shares of Common Stock
and (B) 2,324,906 shares of the Companys Class A common stock. Review, Approval or Ratification of Transactions with Related Persons Our Board is responsible for approving all related party transactions between us and any officer or director that would potentially require
disclosure. The Board expects that any transactions in which related persons have a direct or indirect interest will be presented to the Board for review and approval but we have no written policy in place at this time. Director Independence As discussed above under
the heading Director Independence, our Board is subject to the independence standards under the NYSE, and the Board has determined that Messrs. Shellum, Moore, Langford, Brooks, Cabell, Heinemann, and Rowland are independent under these
NYSE rules for purposes of service on the Board. Messrs. Geenberg and Morris, each of whom served on the Board for part of the 2018 fiscal year and resigned from our Board effective March 11, 2019, were also determined by our Board to have been
independent under the NYSE independence standards.  26




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##### Table of Contents

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Independent Auditor and Fees Grant Thornton LLP, our
independent registered public accounting firm, audited our consolidated financial statements for fiscal year 2018. Grant Thornton LLP has billed us and our subsidiaries fees as set forth in the table below for (i) the audits of our 2018 and
2017 annual financial statements, reviews of quarterly financial statements, and other documents filed with the SEC and (ii) assurance and other services reasonably related to the audit or review of our financial statements.  Audit Fees (1)


Audit-RelatedFees (2)Fiscal year 2018

$
806,458


$
78,750Fiscal year 2017

$
660,935


$
256,060  (1)
The 2018 amounts include fees for professional services incurred with rendering an integrated audit opinion
under Section 404 of the Sarbanes-Oxley Act of 2002, as a result of exiting non-accelerated filer status in the year subsequent to becoming a public company. (2)
Audit related fees in 2018 were related to comfort letter procedures related to our offering of
$300.0 million of senior unsecured notes due 2023. Audit related fees in 2017 were primarily related to procedures performed on our bankruptcy and fresh start accounting disclosures and certain registration statements. There were no fees billed in 2018 or 2017 that would constitute Tax Fees or All Other Fees. Pre-Approval Policies and Procedures We currently have three Board committees: Audit, Compensation and Nominating & Governance. Our Audit Committee has adopted policies
regarding the pre-approval of auditor services. Specifically, the Audit Committee approves all services provided by the independent public accountants at its annual March meeting. All additional services must
be pre-approved on a case-by-case basis. Our Audit Committee reviews the actual and budgeted fees for the independent public
accountants periodically at regularly scheduled board meetings. All of the services provided by Grant Thornton LLP during fiscal year 2018 were approved by the Audit Committee.  27




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##### Table of Contents

PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES  (a)
Documents filed as part of this report  (1)
Financial Statements. See Index to Financial Statements appearing on page 82 of the Original Report.  (2)
Financial Statement Schedules. None.  (3)
Exhibits.  Exhibit No.

Description10.1*

Form of Indemnification Agreement between Chaparral Energy, Inc. and the directors and officers of Chaparral Energy, Inc.31.1

Certification by Chief Executive Officer required by Rule 13a-14(a) and 15d-14(a) under the Exchange Act.31.2

Certification by Chief Financial Officer required by Rule 13a-14(a) and 15d-14(a) under the Exchange Act.  *
Filed herewith solely for the purpose of filing the correct version of the Form of Indemnification Agreement
and supersedes and replaces the version filed as Exhibit 10.5 to Chaparral Energy, Inc.s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 27, 2017. 
Management contract or compensatory plan or arrangement.  28




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##### Table of Contents

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.  CHAPARRAL ENERGY, INC.By:

/s/ K. Earl ReynoldsName:

K. Earl ReynoldsTitle:

Chief Executive Officer(Principal Executive Officer)
 Date: April 29, 2019 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.  Signature

Title

Date/s/ Robert F. Heinemann

Chairman of the Board

April 29, 2019Robert F. Heinemann/s/ K. Earl Reynolds

Chief Executive Officer and Director

April 29, 2019K. Earl Reynolds

(Principal Executive Officer)/s/ Scott Pittman
Scott Pittman

Chief Financial Officer and Senior Vice President

April 29, 2019(Principal Financial Officer and Principal Accounting Officer)/s/ Douglas E. Brooks

Director

April 29, 2019Douglas E. Brooks/s/ Matthew D. Cabell

Director

April 29, 2019Matthew D. Cabell/s/ Samuel Langford

Director

April 29, 2019Samuel Langford/s/ Kenneth W. Moore

Director

April 29, 2019Kenneth W. Moore/s/ Marcus C. Rowland

Director

April 29, 2019Marcus C. Rowland/s/ Gysle Shellum

Director

April 29, 2019Gysle Shellum  29