📜 What This Document Is 📅

This document is a Proxy Statement (DEF 14A) for Comstock Resources, Inc. (CRK). In simple terms, it's a required letter to all stockholders that outlines what decisions they need to vote on at the upcoming Annual Meeting of Stockholders on June 2, 2026.

Because this filing is highly legal and complex, the purpose is to give stockholders comprehensive details about the company's performance, the directors, and the executive compensation structure. Understanding this document is crucial because it details the mechanisms of corporate accountability and how management is paid.

👉 Key Takeaway: The shareholder is being asked to vote on three main topics: electing five directors, ratifying the auditors, and approving the 2025 compensation plan.

🏢 What Comstock Resources Does ⛽

Comstock Resources, Inc. is a large player in the oil and natural gas exploration and production sector. They are focused on developing and producing energy resources, specifically emphasizing the Haynesville/Bossier operated wells.

In simple terms, they are an energy company that finds, drills, and sells oil and natural gas reserves. Their business model relies heavily on drilling activity and optimizing well production to generate revenue.

👉 Why it matters: Because they are in the volatile energy sector, their financial health is highly sensitive to commodity prices (like natural gas prices).

💰 2025 Financial and Operational Highlights 📈

While this is a governance filing, it provides a major summary of the company's 2025 accomplishments. These numbers show significant improvements driven by market conditions and strategic corporate actions.

• Sales and Net Income: Natural gas and oil sales, including realized hedge gains, reached $1.4 billion. Net income for the year was $420.2 million.
  • Why it matters: The improved financial results were significantly bolstered by higher natural gas prices during 2025.
• Production Growth: The company added three drilling rigs in 2025, aiming to drive production growth through 2026 and 2027.
  • Why it matters: This indicates a commitment to expansion and maintaining future cash flow.
• Reserve Growth & Drilling: They drilled 52 (44.2 net) successful operated Haynesville/Bossier wells in 2025. This program added one trillion cubic feet of natural gas equivalent of drilling-related proved reserve additions while keeping the overall finding cost low at $1.02 per thousand cubic feet of natural gas equivalent.
  • Why it matters: Proven reserve additions are the core asset for an E&P company; high percentages show successful resource development.
• Balance Sheet Improvement (Divestitures): The company completed the sale of its non-strategic legacy Cotton Valley and Shelby Trough assets. This generated total gross proceeds of $445 million and resulted in a pre-tax gain of $292 million.
  • Why it matters: These divestitures were critical, using the cash and gains to reduce debt and improve the overall balance sheet leverage.

🗳️ Proposals for Stockholder Action 📝

The Annual Meeting asks stockholders to vote on three specific proposals, and all three are stated as not conditioned on the approval of the others.

• Proposal 1 (Directors): Elect five director nominees to the Board of Directors.
• Proposal 2 (Auditors): Ratify the appointment of Ernst & Young LLP as the independent registered public accountants for 2026.
• Proposal 3 (Compensation): Approve the advisory resolution on the 2025 compensation of the Named Executive Officers (NEOs).

👉 The Board Recommendation: The Board of Directors unanimously recommends voting FOR all three proposals.

🏛️ Board Governance and Oversight Rules ⚙️

The Board of Directors has established robust governance frameworks to guide its actions. These policies ensure that the company operates with checks and balances.

• Governance Structure: The Board operates under formal Corporate Governance Guidelines and a Code of Business Conduct and Ethics.
• Leadership Structure: The position of Board Chairman is filled by the CEO, Mr. M. Jay Allison. The Board also designated Mr. Jim Turner as the "Lead Director," who handles coordinating meetings and acting as a primary liaison between management and independent directors.
• Director Independence: The Board determined that Dr. Elizabeth B. Davis, Mr. Morris E. Foster, and Mr. Jim L. Turner are independent directors according to NYSE rules. Messrs. Allison and Burns are not considered independent because of their employment at the Company.
• Risk Oversight: The Board, through its various committees, is responsible for continually reviewing major risks, including matters inherent in oil and gas exploration and production.

👑 Executive Compensation and Incentives 💵

Compensation is heavily performance-based, tying the pay of the executives directly to the financial success and growth of the company.

• Compensation Objectives: The committee's goal is to align executive pay with stockholder interests and ensure the compensation is competitive with similarly sized oil and gas E&P companies.
• Incentive Mix: Compensation uses a mix of:
  • Base Salary: Fixed compensation, reviewed annually.
  • Annual Incentive Award: Short-term, performance-based cash bonuses.
  • Restricted Stock Awards (RSAs): Motivate long-term retention, vesting over three years.
  • Performance-based Restricted Stock Units (PSUs): These are the core long-term driver, aligning executive interests with stockholder value through the Total Shareholder Return (TSR).
• Performance Metrics: The annual bonus calculation uses several weighted metrics, including Return on Average Equity, EBITDAX, Leverage Improvement, Well Cost Efficiency, and Relative Total Shareholder Return (TSR).
• Payout Results: For 2025, the NEOs achieved a payout of 149% of their target bonus opportunity, due to strong performance across multiple categories (like achieving a 229% Reserve Replacement rate).

👤 Director Nominee Qualifications 💡

The filing provides detailed professional histories for all nominated directors, showcasing a deep level of experience in the energy sector and corporate leadership.

• M. Jay Allison (Chairman & CEO): He has 38 years of executive leadership experience in the oil and gas industry and is noted as the longest tenured CEO in the industry.
• Roland O. Burns (Director, CFO, Secretary): He is an experienced financial executive, having worked in the oil and gas audit practice at Arthur Andersen, and is the primary contact for investors.
• Jim L. Turner (Director, Lead Director): Mr. Turner brings extensive business experience from large corporate roles, including serving as CEO of the Turner Beverage Group and having served on the board of trustees of Baylor Scott and White Health.
• Elizabeth B. Davis, PhD (Director): She brings executive experience from higher education and expertise in finance and accounting.
• Morris E. Foster (Director): Mr. Foster brings extensive executive management experience from his long career at ExxonMobil Corporation.

🗓️ Annual Meeting Logistics and Voting Details 📌

All stockholders are reminded about the mechanics of voting, who is eligible, and where to find the materials.

• Meeting Date & Time: The Annual Meeting is scheduled for June 2, 2026, at 10:00 a.m. Central Time.
• Record Date: The date to be considered a stockholder entitled to vote is April 7, 2026.
• Voting Mechanism: Stockholders can vote in person, or by proxy via telephone, mail, or internet.
• Quorum: A quorum requires the presence of holders of at least 146,847,916 votes (out of 293,695,832 outstanding shares).
• Investor Holders: The largest beneficial owner of the stock is Arkoma Drilling, L.P., holding 208,300,084 shares (70.9%).

📞 How to Communicate with the Board 📬

For any questions regarding the proposals, stockholders can contact the Corporate Secretary.

• Corporate Secretary: Roland O. Burns
• Company Address: 5300 Town and Country Blvd., Suite 500, Frisco, Texas 75034
• Phone: 972-668-8800

🧠 The Analogy

Voting on a proxy statement is like attending a homeowner's association (HOA) annual meeting. You aren't buying or selling houses, but you are voting on critical rules and the election of the board members who will govern the community for the next year. The directors are running for re-election, the accountants are being ratified, and management is asking for your advisory vote on how they were paid—it’s all about corporate oversight and accountability.

🧩 Final Takeaway

This proxy statement confirms Comstock Resources' strong operational performance in 2025, driven by higher gas prices and successful asset sales. The core of the filing is governance, requiring stockholders to approve the leadership, the auditors, and the compensation package to ensure continuous regulatory oversight.