DEF 14A

“

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________

SCHEDULE 14A

(Rule 14a - 101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

_________________________

Filed by the registrant x Filed by a party other than the registrant o

Check the appropriate box:


o	Preliminary proxy statement
o	Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2))
x	Definitive proxy statement
o	Definitive additional materials
o	Soliciting material under § 240.14a-12

COMSTOCK RESOURCES, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (check all boxes that apply):


x	No fee required.

o	Fee paid previously with preliminary materials.

o	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

of them with full power of substitution, as proxies of the undersigned to act and to vote as directed on the reverse side the shares of stock which the undersigned would be entitled to vote, if personally present, at the Annual Meeting of Stockholders of Comstock Resources, Inc., to be held June 3, 2020 at 10:00 a.m. and any adjournment or adjournments thereof, and in their own discretion upon any other matter which may properly come before this meeting. The proxies will vote as the Board of Directors recommends where a choice is not specified. The undersigned hereby revokes any proxy or proxies heretofore given to vote upon or act with respect to such shares of stock and hereby ratifies and confirms all that said attorneys, their substitutes, or any of them, may lawfully do by virtue hereof. Continued and to be marked, signed and dated on reverse side

COMSTOCK RESOURCES, INC.

Notice of 2024 Annual Meeting of Stockholders

and Proxy Statement

    Please Complete, Sign, Date
And Return Your Proxy Promptly

    June 11, 2024
10:00 A.M.
Comstock Resources, Inc.
Corporate Headquarters
5300 Town and Country Blvd.
Suite 300
Frisco, Texas 75034

   

April 29, 2024

To the Stockholders of Comstock Resources, Inc.:

We are pleased to invite you to attend the Annual Meeting of Stockholders of Comstock Resources, Inc. The meeting will be held at 10:00 a.m., local time, on June 11, 2024, at the Company's headquarters at 5300 Town and Country Blvd., 3rd Floor, in Frisco, Texas. Our Board of Directors and management look forward to greeting those of you who are able to attend in person.

At this year's Annual Meeting, you will be asked to vote on items more fully addressed in our Notice of Annual Meeting of Stockholders and Proxy Statement, including:

•

Proposal 1: To elect five director nominees to our Board of Directors; and

•

Proposal 2: To ratify the appointment of Ernst & Young LLP as our independent registered public accountants for 2024.

Approval of Proposals 1 and 2 are not conditioned on the approval of any other proposals.

Whether or not you expect to attend the Annual Meeting, please submit your proxy or voting instructions as promptly as possible in order to ensure your representation at the Annual Meeting. Even if you have voted by proxy, you may still vote at the Annual Meeting. Regardless of whether you plan to attend the Annual Meeting, please vote your shares by internet, by telephone, or, if you received our proxy materials by mail, by returning the accompanying proxy card, as soon as possible so that your shares will be voted at the meeting. Instructions on how to vote can be found in our proxy statement.

On behalf of the Board of Directors and management, thank you for your cooperation and continued support.

    Sincerely,

   

    M. Jay Allison

   

    Chairman of the Board and

   

    Chief Executive Officer

   

COMSTOCK RESOURCES, INC.

    Notice of Annual Meeting of Stockholders

   

June 11, 2024

10:00 a.m. Central Time

    Location:

    Company Headquarters
5300 Town and Country Blvd., 3rd Floor
Frisco, Texas 75034

ITEMS OF BUSINESS

To elect five director nominees to our Board of Directors.

To ratify the appointment of Ernst & Young LLP as our independent registered public accountants for 2024.

Approval of Proposals 1 and 2 are not conditioned on the approval of any other proposals.

RECORD DATE

If you were a holder of record of the common stock of the Company at the close of business on April 15, 2024 (the "Record Date"), you are entitled to notice of, and to vote at, the Annual Meeting.

ANNUAL REPORT

Our Annual Report to Stockholders for the year ended December 31, 2023, which is not a part of the proxy solicitation materials, is available on our website at www.comstockresources.com. If you received a printed copy of the proxy materials, a printed Annual Report was enclosed.

PROXY VOTING

Stockholders of record may vote in person at the meeting, but may also appoint proxies to vote their shares in one of three ways, by:


• Telephone	• Mail	• Internet

If your shares are held by a bank, broker or other holder of record, you may appoint proxies to vote your shares on your behalf as instructed by that bank, broker or other holder of record. If your shares are held by any such person or entity, you may obtain a proxy from that entity and bring it with you to hand in with your ballot in order to be able to vote your shares at the meeting.

This proxy statement is first being distributed on or about April 29, 2024 to holders of our common stock.

Any proxy may be revoked at any time before it is exercised at the meeting.

    By Order of the Board of Directors,

   

    Roland O. Burns

   

    Secretary

   

Table of Contents


PROXY SUMMARY	1
2023 Overview and Performance	1
Proposals for Stockholder Action	1
Recommendations of the Board of Directors Regarding the Proposals	1
Communicating with the Board of Directors	2
Governance Documents	2
Information Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on June 11, 2024	2

PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 11, 2024	3

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING	3

VOTING SECURITIES AND PRINCIPAL HOLDERS	7
Security Ownership of Certain Beneficial Owners and Management	7

PROPOSAL 1 TO ELECT FIVE DIRECTOR NOMINEES TO THE COMPANY'S BOARD OF DIRECTORS

SELECTION CRITERIA AND QUALIFICATIONS OF DIRECTOR CANDIDATES	8
Director Selection Process	8
Director Nominees	9

CORPORATE GOVERNANCE	11
Corporate Governance Guidelines and Code of Business Conduct and Ethics	11
Determinations of Director Independence	11
Board Leadership Structure	11
Risk Oversight	12
Related Party Transactions	12
Compensation Committee Interlocks and Insider Participation	13
Stock Ownership Guidelines	13
Hedging Policy	14
Overboarding Policy	14

SUSTAINABILITY	14
Environmental	14
Social	14

THE BOARD OF DIRECTORS AND ITS COMMITTEES	15
Board Responsibilities	15
Adoption of Written Charters	15
Board Meetings	15
Board Committees	16
D i rector Comp ensation	17


PROPOSAL 2 TO RATIFY THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 202 4

AUDIT-RELATED MATTERS	19
Report of the Audit Committee	19
Audit Committee Financial Expert	20
Principal Accounting Firm Fees	20
Pre-approval Policies and Procedures	20

EXECUTIVE COMPENSATION	21
Compensation Committee Report	21
Compensation Discussion and Analysis (CD&A)	21
2023 Accomplishments	21
Key Compensation Program Features	22
Compensation Program Objectives	22
Advisory Vote on Executive Compensation	23
Compensation Components	23
Roles and Responsibilities	24
Determining Market Compensation	24
Other Compensation Matters	28
Summary Compensation Table	30
Grants of Plan-Based Awards in 2023	31
Outstanding Equity Awards at 2023 Fiscal Year-End	32
Stock Vested	32
Non -qualified Deferred Compensation	33
Potential Payments upon Termination or Change in Control	33
Employment Agreements	33
Potential Payments Upon Termination	33
Involuntary Termination Without Cause or Termination With Good Reason	34
Involuntary Termination Following a Change in Control	34
Ratio of Annual Compensation for the CEO to our Median Employee	35
Pay Versus Performance	36

OTHER BUSINESS	39

ADDITIONAL INFORMATION	39
Stockholder Proposals and Nominations for the 202 5 Annual Meeting	39
Electronic Delivery of Proxy Statement and Annual Report	39
Householding of Annual Meeting Materials	40
Stockholder List	40

Proxy Summary

This summary is included to provide an introduction and overview of the information contained in the proxy statement and may not contain all the information important to you. This is a summary only and does not contain all of the information we have included in the proxy statement. You should refer to the entire proxy statement that follows for more information about Comstock Resources, Inc. ("Comstock" or the "Company", "our", "we", or "us") and the proposals you are being asked to consider.

2023 Overview and Performance

Despite a weak natural gas price environment for much of the year, we advanced our Western Haynesville exploratory play by adding 79,741 net acres in the play and drilling five very successful wells. Other 2023 accomplishments include:

•

Drilled 71 (55.5 net to us) wells which had an average per well initial production rate of 25 MMcf per day;

•

Added 571 billion cubic feet of natural gas equivalent ("Bcfe") to our proved reserves and replaced 109% of our 2023 production;

•

Entered into a midstream partnership to fund the capital costs associated with the build-out of midstream assets in the Western Haynesville;

•

Maintained our industry leading low cost structure; and

•

Demonstrated environmental stewardship by continuing to achieve independent, third-party audited certification for our natural gas operations under the MiQ standard for methane emissions.

Proposals for Stockholder Action

Below is a summary of the proposals on which you are being asked to vote on. Please review the complete information regarding these proposals included in the proxy statement.

Election of Directors (Proposal 1 – Page 8)

You will find important information about the qualifications and experience of each of the five director nominees that you are being asked to re-elect under Proposal 1 beginning on page 8 of the proxy statement. The corporate governance/nominating committee, in its annual review of director nominees, has determined that our nominees have the skills, experience and qualifications necessary to effectively oversee the management of the Company, and that they have integrity, proven leadership and a commitment to the financial and strategic success of the Company.

Appointment of Independent Registered Public Accountants (Proposal 2 – Page 18)

Ernst & Young LLP has served as our independent registered public accountants since 2003. You are being asked to ratify the appointment by the audit committee of Ernst & Young as our independent registered public accountants for 2024.

Recommendations of the Board of Directors Regarding the Proposals

Our Board of Directors unanimously recommends that you vote:

FOR each of the five director nominees named in the proxy statement; and

FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accountants for 2024.

Communicating with the Board of Directors

Any interested party can communicate with our Board of Directors, any individual director or a group of directors by sending a letter addressed to the Board of Directors as a whole, to the individual director or to a group of directors, c/o Corporate Secretary, 5300 Town and Country Blvd., Suite 500, Frisco, Texas 75034. All appropriate communications received at this address will be sent directly to the Board or to the particular director.

Governance Documents

Governance documents, including the Corporate Governance Guidelines, the charters of the committees of our Board of Directors, the Code of Ethics for Senior Financial Officers, and the Code of Business Conduct and Ethics, can be found in the "Corporate Governance" section of our website: www.comstockresources.com. Please note that documents and information on our website are not incorporated herein by reference. These documents may also be obtained in print at no cost by writing to the Corporate Secretary, 5300 Town and Country Blvd., Suite 500, Frisco, Texas 75034.

Information Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on June 11, 2024

Our 2024 Proxy Statement and 2023 Annual Report are available free of charge on our website at: www.comstockresources.com.

COMSTOCK RESOURCES, INC.

Proxy Statement for the Annual Meeting of Stockholders

to be held June 11, 2024

In accordance with the rules of the Securities and Exchange Commission ("SEC"), we are furnishing our proxy materials (proxy statement for this Annual Meeting, the proxy card and the 2023 Annual Report to Stockholders) by providing access to these materials on the Internet in lieu of mailing a printed copy of our proxy materials to each stockholder of record or beneficial owner.

A Notice of Meeting and Internet Availability of Proxy Materials (the "Notice") will be mailed to stockholders on or about April 29, 2024. We are providing the Notice in lieu of mailing the printed proxy materials to instruct stockholders as to how they may: (1) access and review the proxy materials on the Internet; (2) submit their proxy; and (3) receive printed proxy materials.

Stockholders may request to receive printed proxy materials by mail or electronically by e-mail on an ongoing basis at no charge by following the instructions in the Notice. A request to receive proxy materials in printed form by mail or by e-mail will remain in effect until such time as the submitting stockholder elects to terminate it.

Questions and Answers about the Annual Meeting and Voting

    Why am I receiving these materials?

   

A Notice of Annual Meeting of Stockholders or Notice Regarding the Availability of Proxy Materials has been provided to you because you are a Comstock stockholder of record and because the Board is soliciting your proxy to vote your shares at the Annual Meeting. Brokers, banks and other record holders will be sending a similar Notice to all beneficial owners of stock who hold their shares through such broker, bank or record holder. All record and beneficial stockholders will have the ability to access the proxy materials on the website referred to in the Notice free of charge or request to receive a printed set of the proxy materials for the Annual Meeting. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice.

    What is the purpose of the Annual Meeting?

   

At the Annual Meeting, our stockholders will act upon the matters outlined in the Notice on the cover page of this proxy statement. We will also transact any other business as may properly come before the Annual Meeting or any adjournment thereof.

    When and where is the Annual Meeting?

   

The Annual Meeting will be held at 10:00 a.m., local time, on June 11, 2024 at the Company's headquarters at 5300 Town and Country Blvd., 3rd Floor, in Frisco, Texas.

We currently intend to hold our Annual Meeting in person. Any change will be announced with a press release and on our website, as well as by filing additional proxy materials with the Securities and Exchange Commission.

    Where can I find more information about proxy voting?

   

The SEC has created an educational website where you can learn more about proxy voting: www.sec.gov/spotlight/proxymatters.shtml.

    Who is soliciting my proxy?

   

Our Board is soliciting your proxy to vote on all matters scheduled to come before the Annual Meeting of Stockholders, whether or not you attend in person. By completing and returning the proxy card or voting instruction card, or by casting your vote via telephone or the internet, you are authorizing the proxy holders to vote your shares at our Annual Meeting as you have instructed. All costs of the solicitation will be borne by the Company.

    What happens if additional matters are presented at the Annual Meeting?

   

If another proposal is properly presented for consideration at the Annual Meeting, the persons named in the Proxy Card will vote as recommended by the Board or, if no recommendation is given, these persons will exercise their discretion in voting on the proposal.

    Who is entitled to vote at the Annual Meeting?

   

Owners of shares of common stock of the Company at the close of business on April 15, 2024 (the "Record Date") are entitled to vote at and participate in the Annual Meeting.

    What are the voting rights of holders of common stock?

   

Each outstanding share of common stock will be entitled to one vote on each matter to come before the Annual Meeting.

    How can shares be voted?

   

Shares of common stock can be voted in person at the Annual Meeting or they can be voted by proxy or voting instructions can be given, in one of three ways, by:


• Telephone	• Mail	• Internet

The instructions for each are on the Proxy Card, in the Notice, or on the voting form enclosed with the proxy from the bank, broker or other holder of record. If your shares are held by any such person or entity, you may obtain a proxy from that entity and bring it with you to hand in with your ballot in order to be able to vote your shares at the Annual Meeting.

    What vote is required for approval?

   

•

With regard to Proposal 1 (election of directors): the affirmative vote of the majority of the votes cast at the Annual Meeting is required by our Bylaws for the election of a director.

•

With regard to Proposal 2 (ratification of our independent registered public accountants): the affirmative vote of a majority of the shares of common stock represented at the Annual Meeting and entitled to vote is required.

    Why is the Board recommending approval of each of the Proposals?

   

The Board is recommending approval of each of the director candidates under Proposal 1 for the reasons discussed under the section "Director Nominees." The Board is recommending the ratification of the appointment of our independent registered public accountants under Proposal 2 to confirm the stockholder approval of the appointment.

For these reasons, our Board has unanimously recommended that our stockholders approve each of the proposals.

    Are the proposals conditioned on one another?

   

Approval of Proposals 1 and 2 are not conditioned on the approval of any other proposals.

    How will votes be counted?

   

For shares held in your own name, votes will be counted as directed, except when no choice for any particular matter is made. In that case, and only for the matter for which no choice is indicated, the shares will be voted as recommended by the Board. For shares held indirectly through a bank, broker or other holder of record (i.e., in "street name"), unless you give your broker, bank or other holder of record specific instructions, your shares will not be voted on any of the proposals other than Proposal 2.

Under the NYSE rules that govern voting by brokers of shares held in street name, brokers have the discretion to vote these shares only on routine matters, but not on non-routine matters, as defined by those rules. The only matter that will be voted on that is considered routine under these rules is Proposal 2 (the ratification of the appointment of Ernst & Young LLP to serve as our independent registered public accountants for 2024).

    What is a broker non-vote and what is the effect of a broker non-vote?

   

A "broker non-vote" occurs when a stockholder who holds shares indirectly does not give instructions to the holder of record on how the stockholder wants his or her shares voted, but the holder of record exercises its discretionary authority under the rules of the NYSE to vote on one or more, but not all, of the proposals. In such a case, a "broker non-vote" occurs with respect to the proposals not voted on. Shares represented by "broker non-votes" will, however, be counted in determining whether a quorum is present.

In the absence of instructions from the stockholder, the holder of record may only exercise its discretionary authority and vote the shares it holds as a holder of record on Proposal 2 (ratification of the appointment of the Company's independent registered public accountants), and does not have the discretionary authority to vote them on any of the other proposals.

Therefore, if you are a "street-name" holder, your shares will not be voted on any proposal for which you do not give your broker, bank or other holder of record instructions on how to vote other than on Proposal 2.

    What is an abstention and what is the effect of an abstention?

   

If you do not desire to vote on any proposal or have your shares voted as provided for in the preceding answer, you may abstain from voting by marking the appropriate space on the Proxy Card or by following the telephone or Internet instructions. Shares voted as abstaining will be counted as present for the purpose of establishing a quorum and for the purpose of determining the number of votes needed for approval of the proposals before the Annual Meeting.

Abstentions will have the effect of a negative vote for Proposal 2.

    What constitutes a quorum?

   

The presence at the Annual Meeting of the holders of a majority of the shares of the common stock outstanding on the Record Date, in person or by proxy, will constitute a quorum, permitting business to be conducted at the Annual Meeting. As of the Record Date, 292,202,274 shares of common stock were outstanding. Therefore, the presence of the holders of common stock representing at least 146,101,137 votes will be required to establish a quorum.

    What shares will be considered "present" at the Annual Meeting?

   

The shares voted at the Annual Meeting, shares properly voted by Internet or telephone, and shares for which properly signed Proxy Cards have been returned will be counted as "present" for purposes of establishing a quorum. Proxies containing instructions to abstain on one or more matters, those voted on one or more matters and those containing broker non-votes will be included in the calculation of the number of votes considered to be present at the Annual Meeting.

    How can a proxy be revoked?

   

You can revoke a proxy at any time prior to a vote at the Annual Meeting by:

•

notifying the Corporate Secretary of the Company in writing;

•

delivering a subsequent proxy; or

•

subsequent vote by Internet or telephone.

Shares held indirectly in the name of a bank, broker or other holder of record may be revoked pursuant to the instructions provided by such person or entity.

    Who will count the votes?

   

The Company has hired a third party, Broadridge Financial Solutions, Inc., to determine whether or not a quorum is present at the Annual Meeting and to tabulate votes cast.

    Where can I find the results of the voting?

   

The voting results will be announced at the Annual Meeting and filed on a Form 8-K with the SEC within four business days of the Annual Meeting.

    Who can help answer my questions?

   

If you have any questions about the Proposals, need additional copies of this proxy statement or the enclosed proxy card, or require assistance in voting your shares, you should contact our Corporate Secretary, as follows:

Mr. Roland O. Burns,

Corporate Secretary

Comstock Resources, Inc.

5300 Town and Country Blvd.

Suite 500

Frisco, TX 75034

Please call: 972-668-8800

Voting Securities and Principal Holders

Security Ownership of Certain Beneficial Owners and Management

Ownership of our common stock is shown in terms of "beneficial ownership." Generally, a person "beneficially owns" shares if he or she has either the right to vote those shares or dispose of them. More than one person may be considered to beneficially own the same shares. The percentages shown in this proxy statement reflect the stockholder's beneficially owned shares as a percentage of the total number of shares of our common stock outstanding on April 15, 2024 (292,202,274 shares) plus the number of unissued shares that such owner has the right to acquire on or before April 15, 2024. Except as otherwise indicated, we believe each beneficial owner named below has sole voting and sole dispositive power with respect to all shares beneficially owned. The following table lists the stockholders (other than our directors and executive officers) known to have been the beneficial owners of more than 5% of our common stock as of April 15, 2024:


		Shares Beneficially Owned
Name of Beneficial Owner		Number

SEC Form DEF 14A filed by Comstock Resources Inc.