rei-20230421

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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

RING ENERGY, 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.

________________________________________________________________________________________________________

2023 PROXY STATEMENT

NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS

The 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Ring Energy, Inc., a Nevada corporation (“Ring” or the “Company”), will be held on May 25, 2023, at 10:00 a.m., Central Time, in Ring’s offices, located at 1725 Hughes Landing Blvd., Suite 900, The Woodlands, TX 77380.You will be asked to consider and to approve the following proposals:

ANNUAL MEETING

OF STOCKHOLDERS

DATE:

May 25, 2023

TIME:

10:00 a.m.

Central Daylight Time

PLACE:

1725 Hughes Landing Blvd.

Suite 900

The Woodlands, TX 77380

RECORD DATE FOR STOCKHOLDERS ENTITLED TO VOTE:

March 28, 2023

Elect Nine Nominated Directors Included in the Proxy Statement to Serve on our Board

Approve and Adopt an Amendment to our Articles of Incorporation to Increase the Authorized Shares of Common Stock from 225 million to 450 million

Approve and Adopt an Amendment to the Ring Energy, Inc. 2021 Omnibus Incentive Plan to increase the shares available under the Plan by 6.0 million shares

Approve on a Non-Binding, Advisory Basis, the Compensation of our Named Executive Officers

Ratify the Appointment of Grant Thornton LLP as our Independent Registered Public Accounting Firm

This proxy statement and accompanying proxy card are being mailed to our stockholders on or about April 21, 2023. Our Annual Report on Form 10-K (the “Annual Report”) covering the year ended December 31, 2022 is enclosed, but does not form any part of the materials for solicitation of proxies.

The Notice of Annual Meeting and Proxy Statement herein provide further information on the Company’s performance and corporate governance and describe the matters to be presented at the Annual Meeting. Only stockholders of record at the close of business on March 28, 2023 (the "Record Date") are entitled to notice of and to vote at the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be available for examination at our offices during normal business hours for a period of ten calendar days prior to the Annual Meeting and will also be available during the Annual Meeting for inspection by our stockholders.

EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN, AND MAIL THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE ACCOMPANYING ENVELOPE, OR VOTE YOUR SHARES USING THE TELEPHONE OR INTERNET VOTING INSTRUCTIONS PROVIDED.

We thank you for your continued support and look forward to seeing you at the Annual Meeting.

By Order of the Board of Directors,

/s/ Travis T. Thomas

Travis T. Thomas

Executive Vice President, Chief Financial Officer,

Corporate Secretary & Treasurer

The Woodlands, Texas, April 21, 2023

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON May 25, 2023

The Notice of Annual Meeting, Proxy Statement, and Annual Report to Stockholders for the year ended December 31, 2022, are available at www.proxyvote.com.

RING ENERGY

TABLE OF CONTENTS


OVERVIEW	Joint Letter to Stockholders	4
	Our Company – Mission & Vision	6
	Our Company – Strategic Priorities	7
	Questions and Answers About the 2023 Annual Meeting and Voting	8
	Our 2022 Performance Highlights	15
	Our Commitment to Environmental, Social and Governance (“ESG”)	16
	Board Composition and Experience	18

PROPOSAL 1: ELECTION OF DIRECTORS	Summary	19
	Board Committees & Director Bios	20
	Board Recommendation on Proposal	29

CORPORATE GOVERNANCE AND OUR BOARD	Corporate Governance Highlights	30
	Our Board	31
	Board Leadership Structure	31
	Lead Independent Director	31
	Annual Board Evaluation	32
	Director Orientation and Continuing Education	32
	Board Independence	33
	Board Risk Assessment and Control	33
	Insider Trading Policy	34
	Board Committees	35
	Director Nominations and Qualifications	38
	Board of Directors Diversity	39
	Communications With Our Board	39

EXECUTIVE OFFICERS	Executive Officer Bios	40

COMPENSATION DISCUSSION & ANALYSIS	Summary	43
	Overview of Executive Compensation	43
	Additional Compensation Policy Highlights	45
	Executive Compensation Philosophy	45

COMPENSATION DISCUSSION & ANALYSIS	Say-on-Pay and Stockholder Engagement	46
	Executive Compensation Program Elements For 2022	47
	Management Stock Ownership Guidelines	51
	Tax & Risk Considerations in Overall Program	52

EXECUTIVE COMPENSATION	Summary Compensation Table	54
	Employment Agreements	55
	Grants of Plan-Based Awards During 2022	57
	Outstanding Equity Awards at 2022 Fiscal Year-End	58
	Option Exercises and Stock Vested	59
	Pension Benefits and Nonqualified Deferred Compensation	59
	Potential Payments Upon Termination or Change In Control	60
	CEO Pay Ratio	64
	Pay Versus Performance	65

2023 PROXY STATEMENT


DIRECTOR COMPENSATION	Director Compensation	72

OTHER COMPENSATION MATTERS	Compensation Committee Report	73
	Compensation Committee Interlocks and Insider Participation	73

RELATED PARTY TRANSACTIONS	Transactions With Related Persons, Promoters and Certain Control Persons	74

BENEFICIAL OWNERSHIP	Security Ownership of Certain Beneficial Owners and Management	76

PROPOSAL 2: INCREASE TO AUTHORIZED SHARES OF COMMON STOCK	Background	79
	Text of the Proposed Amendment	79
	Reasons for the Proposed Amendment	79
	Possible Effects of the Proposed Amendment	80
	Interests of Directors and Executive Officers	81
	Vote Required	81
	Board Recommendation on Proposal	81

PROPOSAL 3: AMENDMENT TO THE RING ENERGY, INC. 2021 OMNIBUS INCENTIVE PLAN TO INCREASE THE SHARES AVAILABLE UNDER THE PLAN BY 6.0 MILLION SHARES	Description and Text of the Proposed Plan Amendment	82
	Summary of the 2021 Plan	83
	Description of the Amended Plan	84
	New Plan Benefits	87
	Summary of Federal Income Tax Consequences	87
	Importance of Consulting a Tax Adviser	89
	Vote Required for Approval	90
	Board Recommendation on Proposal	90

PROPOSAL 4: NON-BINDING, ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION	Summary	91
	Board Recommendation on Proposal	91

PROPOSAL 5: RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP	Summary and Fees Detail	93
	Board Recommendation on Proposal	93
	Audit Committee Report	94

STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 2024 ANNUAL MEETING AND OTHER ITEMS	Summary of Procedures For Submitting a Proposal or Nominating a Director	95
	Other Business	96
	Annual Report	96

APPENDIX A	GAAP to Non-GAAP Reconciliations	97

APPENDIX B	Certificate of Amendment	100

APPENDIX C	Amendment No. 1 to the Ring Energy, Inc. 2021 Omnibus Incentive Plan	103

RING ENERGY

DEAR FELLOW STOCKHOLDERS,

On behalf of the Board of Directors of Ring Energy, Inc., we are pleased to

invite you to our 2023 Annual Meeting of Stockholders, which will take place on May 25, 2023 at 10:00 a.m. Central Daylight Time in our offices located at 1725 Hughes Landing Blvd., Suite 900, The Woodlands, Texas 77380.

2022 was a transformational year for Ring Energy. Our operational and financial performance was driven by a number of factors, the most significant being the Company's acquisition of Stronghold Energy's assets that we announced in early July and closed on August 31, 2022 (the "Stronghold Transaction"). The immediately accretive acquisition of these complementary Central Basin assets in the Permian Basin substantially increased our size and scale, lowered our overall cost structure, and materially increased the inventory and capital efficiency of our low cost, high rate-of-return investment opportunities. The result has been increased free cash flow generation that we are using to pay down debt at a faster rate than we could have done on a standalone basis. The Stronghold Transaction also materially improved our financial position. We ended 2022 with approximately $188 million of liquidity — more than $125 million higher than year-end 2021. In addition, we substantially reduced our leverage ratio from 3.5 times at year-end 2021 to 1.6 times as of December 31, 2022. Our enhanced flexibility and improved capital efficiency are critical as we continue to execute our value driven strategy.

During full year 2022, we also benefited from the execution of a continuous development program, including the drilling and completion of 27 horizontal wells and five vertical wells, as well as the recompletion of 12 wells. Complementing our internal expansion efforts was our ongoing focus on reducing the cost structure of our business on a per barrel basis.

The combined result of our targeted initiatives for 2022 was record setting levels of production, net income, adjusted net income, adjusted EBITDA and cash flow from operations. Our success in 2022 was also reflected in our year end SEC proved reserves that grew 78% over the prior year end to a record 138.1 million barrels of oil equivalent. Of course, none of our success in 2022 would have been possible without our talented workforce and business partners, and we want to thank everyone for their hard work and dedication.

2023 PROXY STATEMENT

During the past year, we also continued to make important progress on our ESG initiatives. We encourage readers to review our latest Sustainability Report published in late 2022 that discusses our performance and improvement initiatives, and our plans to drive further alignment with the various ESG reporting frameworks over time.

Our efforts in 2023 remain squarely focused on further debt reduction and strengthening of our balance sheet. In support of this focus, we will continue to invest in the development of our high rate-of-return inventory to maintain or slightly grow our production and drive further operational efficiencies in the business. We will also continue to evaluate and pursue opportunities to increase stockholder value through accretive, balance sheet enhancing acquisitions. We believe our value focused, proven strategy retains the discipline and flexibility necessary to manage the risks associated with ongoing price volatility and should position the Company to return capital to our stockholders in the future.

On behalf of Ring’s Board of Directors, executive management and employee team, we want to thank all of our stockholders for their continued support. Your vote is very important to us, and we encourage you to review the enclosed proxy statement and to promptly vote so your shares are represented at the Annual Meeting.

Best regards,

Paul D. McKinney

Chairman of the Board of Directors & Chief Executive Officer

Anthony B. Petrelli

Lead Independent Director

RING ENERGY

OUR COMPANY

Ring Energy, Inc. is a growth oriented independent energy company engaged in oil and natural gas development, production, acquisition and exploration of high-quality, oil and liquids rich assets in the Permian Basin.

OUR MISSION & VISION

Ring’s mission is to deliver competitive and sustainable returns to its stockholders by developing, acquiring, exploring for, and commercializing oil and natural gas resources vital to the world’s health and welfare. Successfully achieving Ring’s mission requires a firm commitment to operating safely in a socially responsible and environmentally friendly manner, while ensuring the Company conducts its business with honesty and integrity.

The key principles supporting Ring’s strategic vision are:

■Ensuring health, safety, and environmental excellence and a strong commitment to our employees and the communities in which we work and operate;

■Continuing to generate free cash flow to improve and build a sustainable financial foundation;

■Pursuing rigorous capital discipline focused on our highest returning opportunities;

■Improving margins and driving value by continuously targeting additional operating cost reductions and capital efficiencies; and

■Strengthening the balance sheet by steadily paying down debt, divesting of non-core assets and becoming a peer leader in Debt/EBITDA metrics.

2023 PROXY STATEMENT

OUR STRATEGIC PRIORITIES

Ring has historically capitalized on its low-risk, high-return asset base that is focused on the conventional San Andres reservoir in the Permian Basin, which is one of the most prolific hydrocarbon producing regions in the U.S. As compared to unconventional plays, the San Andres offers much lower initial year and subsequent decline rates for production, which helps generate high rates of return and low breakeven economics.

The collective efforts of your management team are focused on creating stockholder value with Ring’s proven strategy. We are targeting a number of strategic initiatives that we believe will uniquely position Ring for continued operating and financial success, thereby enhancing long-term value for our stockholders.

To accomplish these goals, we are committed to pursuing the following strategic priorities:

Attract and retain high-quality people because achieving our mission will only be possible through our employees. It is critical to have compensation, development, and human resource programs that attract, retain and motivate the types of people we need to succeed.

Pursue operational excellence with a sense of urgency, as we plan to deliver low cost, consistent, timely and efficient execution of our drilling campaigns, work programs and operations. This includes executing our operations in a safe and environmentally responsible manner, focusing on reducing our emissions, applying advanced technologies, and continuously seeking ways to reduce our operating cash costs on a per barrel basis. This objective is a foundational aspect of our culture and future success.

Invest in risk-adjusted high rate-of-return projects. This will allow us to profitably grow our production and reserve levels and maximize free cash flow generation.

Focus on generating free cash flow and strengthening our balance sheet by reducing debt through the use of excess cash from operations and potentially through proceeds from the sale of non-core assets.

We believe remaining focused and disciplined in this regard will lead to meaningful returns for our stockholders and provide additional financial flexibility to manage potential future swings in the business cycle.

Pursue strategic acquisitions that maintain or reduce our break-even costs, as well as improve our margins and operating costs. Financial strategies associated with these efforts will focus on delivering competitive debt-adjusted per share returns. This objective is key to delivering competitive returns to our stockholders on a sustainable basis.

RING ENERGY

QUESTIONS AND ANSWERS ABOUT

THE 2023 ANNUAL MEETING AND VOTING

WHAT IS THE PURPOSE OF THE ANNUAL MEETING?

At the Annual Meeting, our stockholders will act upon the matters outlined in the Notice, including (1) the election of nine directors named in this proxy statement to our Board, each for a term ending on the date of the 2024 annual meeting of stockholders or until their successors are duly elected and qualified (this proposal is referred to as the “Election of Directors”); (2) the approval and adoption of an amendment (the "Charter Amendment") to our Articles of Incorporation (as amended to date, the "Articles of Incorporation") to increase the authorized shares of Common Stock from 225 million to 450 million (this proposal is referred to as the "Authorized Share Proposal"); (3) the approval and adoption of an amendment to the Ring Energy, Inc. 2021 Omnibus Incentive Plan to increase the shares available under the Plan by 6.0 million shares (this proposal is referred to as the "Plan Amendment Proposal"); (4) a non-binding, advisory vote to approve named executive officer compensation (this proposal is referred to as “Advisory Vote on Executive Compensation”); (5) the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 (this proposal is referred to as the “Ratification of Grant Thornton”); and (6) the transaction of such other business as may arise that can properly be conducted at the Annual Meeting or any adjournment or postponement thereof. Additionally, management will report on our performance during the last fiscal year and respond to questions from our stockholders.

WHAT IS A PROXY?

A proxy is another person that you legally designate to vote your stock. If you designate a person or entity as your proxy in a written document, such document is also called a proxy or a proxy card. All duly executed proxies received prior to the Annual Meeting will be voted in accordance with the choices specified thereon and, in connection with any other business that may properly come before the Annual Meeting, in the discretion of the persons named in the proxy.

WHAT IS A PROXY STATEMENT?

A proxy statement is a document that regulations of the United States Securities and Exchange Commission (the “SEC”) require that we make available to you when we ask you to sign a proxy card to vote your stock at the Annual Meeting. This proxy statement describes matters on which we would like you, as a stockholder, to vote and provides you with information on such matters so that you can make an informed decision.

WHAT IS “HOUSEHOLDING”?

One copy of the Notice, this proxy statement, and the Annual Report (collectively, the “Proxy Materials”) will be sent to stockholders who share an address, unless they have notified us that they want to continue receiving multiple packages. This practice, known as “householding,” is designed to reduce duplicate mailings and save significant printing and postage costs. If you received a householded mailing this year and you would like to have additional copies of the Proxy Materials mailed to you or you would like to opt out of this practice for future mailings, we will promptly deliver such additional copies to you if you submit your request in writing to Ring Energy, Inc., Attention: Travis T. Thomas, Corporate Secretary, Executive Vice President and Chief Financial Officer, 1725 Hughes Landing Blvd., Suite 900, The Woodlands, TX 77380, or by telephone by calling (281) 397-3699. You may also contact us in the same manner if you received multiple copies of the Proxy Materials

2023 PROXY STATEMENT

and would prefer to receive a single copy in the future. The Proxy Materials are also available at: www.proxyvote.com.

WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE SET OF VOTING MATERIALS?

Despite our efforts related to householding, you may receive more than one set of Proxy Materials, including multiple copies of the proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Similarly, if you are a stockholder of record and hold shares in a brokerage account, you will receive a proxy card and a voting instruction card. Please complete, sign, date, and return each proxy card and voting instruction card that you receive to ensure that all your shares are voted at the Annual Meeting. You can also vote your shares over the phone or Internet. Please see “HOW DO I VOTE MY SHARES?” below for more information.

WHO IS ENTITLED TO NOTICE OF THE ANNUAL MEETING?

Governing laws as well as our governance documents require our Board to establish a record date in order to determine who is entitled to receive notice of, attend, and vote at the Annual Meeting, and any continuations, adjournments, or postponements thereof.

The record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting is the close of business on March 28, 2023 (the “Record Date”).

As of the Record Date, we had 180,627,484 shares of Common Stock outstanding. A list of all stockholders of record entitled to vote at our Annual Meeting is on file at our principal office located at 1725 Hughes Landing Blvd., Suite 900, The Woodlands, TX 77380, and will be available for inspection at the Annual Meeting.

WHO IS ENTITLED TO VOTE AT THE ANNUAL MEETING?

Subject to the limitations set forth below, stockholders at the close of business on the Record Date may vote at the Annual Meeting. If you are a beneficial owner of shares of Common Stock, you must have a legal proxy from the stockholder of record to vote your shares at the Annual Meeting.

WHAT IS A QUORUM?

A quorum is the presence at the Annual Meeting, in person or by proxy, of the holders of at least one-third of the shares of our Common Stock outstanding and entitled to vote as of the Record Date. There must be a quorum for the Annual Meeting to be held. If a quorum is not present, the Annual Meeting may be adjourned until a quorum is reached. Proxies received but marked as abstentions or broker non-votes will be included in the calculation of votes considered to be present at the Annual Meeting.

WHAT ARE THE VOTING RIGHTS OF OUR STOCKHOLDERS?

Each holder of Common Stock is entitled to one vote per share of Common Stock on all matters to be acted upon at the Annual Meeting. Neither our Articles of Incorporation, nor our Bylaws (as amended, the “Bylaws”), allow for cumulative voting rights in the election of directors.

RING ENERGY

WHAT IS THE DIFFERENCE BETWEEN A STOCKHOLDER OF RECORD AND A “STREET NAME” HOLDER?

Most stockholders hold their shares through a broker, bank, or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned in street name.

■Stockholder of Record. If your shares are registered directly in your name with Standard Registrar and Transfer Company, Inc., our transfer agent, you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to grant your voting proxy directly or to vote in person at the Annual Meeting.

■Street Name Stockholder. If your shares are held in a stock brokerage account or by a bank, fiduciary, or other nominee, you are considered the beneficial owner of shares held in “street name.” In this case, such broker, fiduciary, or other nominee is considered the stockholder of record for purposes of voting at the Annual Meeting. As the beneficial owner, you have the right to direct your broker, bank, or nominee how to vote and are also invited to attend the Annual Meeting. If you hold your shares through a broker, bank, or other nominee, follow the voting directions provided by your broker, bank, or other nominee to vote your shares. Since you are not the stockholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a signed proxy from the record holder giving you the right to vote the shares.

HOW DO I VOTE MY SHARES?

Stockholders of Record: Stockholders of record may vote their shares or submit a proxy to have their shares voted by one of the following methods:

■By Written Proxy. You may indicate your vote by completing, signing, and dating your proxy card and returning it in the enclosed reply envelope.

■In Person. You may vote in person at the Annual Meeting by completing a ballot; however, attending the Annual Meeting without completing a ballot will not count as a vote.

■By Phone. Use any touch-tone telephone to call 1-800-690-6903 to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or the meeting date. Have your proxy card in hand when you call and then follow the instructions.

■By Internet. Use the Internet to access www.proxyvote.com to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

Street Name Stockholders: Street name stockholders may generally vote their shares or submit a proxy to have their shares voted by one of the following methods:

■By Voting Instruction Card. If you hold your shares in street name, your broker, bank, or other nominee will explain how you can access a voting instruction card for you to use in directing the broker, bank, or other nominee how to vote your shares.

■In Person with a Proxy from the Record Holder. You may vote in person at the Annual Meeting if you obtain a legal proxy from your broker, bank, or other nominee. Please consult the instruction card or other information sent to you by your broker, bank, or other nominee to determine how to obtain a legal proxy in order to vote in person at the Annual Meeting.

2023 PROXY STATEMENT

If you are a stockholder of record, your shares will be voted by the management proxy holder in accordance with the instructions on the proxy card you submit. For stockholders who have their shares voted by submitting a proxy, the management proxy holder will vote all shares represented by such valid proxies as our Board recommends, unless a stockholder appropriately specifies otherwise.

CAN I REVOKE MY PROXY OR CHANGE MY VOTE?

Yes. If you are a stockholder of record, you can revoke your proxy at any time before it is voted at the Annual Meeting by doing one of the following:

■Submitting written notice of revocation stating that you would like to revoke your proxy to Ring Energy, Inc., Attention: Travis T. Thomas, Corporate Secretary, Executive Vice President and Chief Financial Officer, 1725 Hughes Landing Blvd., Suite 900, The Woodlands, TX 77380, which must be received prior to the Annual Meeting;

■Completing, signing, and dating another proxy card with new voting instructions and returning it by mail to Ring Energy, Inc., Attention: Travis T. Thomas, Corporate Secretary, Executive Vice President and Chief Financial Officer, 1725 Hughes Landing Blvd., Suite 900, The Woodlands, TX 77380 in time to be received, in which case the later submitted proxy will be recorded and earlier proxy revoked; or

■Attending the Annual Meeting, notifying the inspector of elections that you wish to revoke your proxy, and voting your shares in person at the Annual Meeting. Attendance at the Annual Meeting without submitting a ballot to vote your shares will not revoke or change your vote.

If you are a beneficial or street name stockholder, you should follow the directions provided by your broker, bank, or other nominee to revoke your voting instructions or otherwise change your vote before the applicable deadline. You may also vote in person at the Annual Meeting if you obtain a legal proxy from your broker, bank, or other nominee as described in “How do I vote my shares” above.

WHAT ARE ABSTENTIONS AND BROKER NON-VOTES?

An abstention occurs when the beneficial owner of shares, or a broker, bank, or other nominee holding shares for a beneficial owner, is present, in person or by proxy, and entitled to vote at a stockholder meeting, but fails to vote or voluntarily withholds its vote for any of the matters upon which the stockholders are voting.

If you are a beneficial owner and hold your shares in “street name,” you will receive instructions from your broker, bank, or other nominee describing how to vote your shares. If you do not instruct your broker or nominee how to vote your shares, they may vote your shares as they decide as to each matter for which they have discretionary authority under the rules of the NYSE American LLC (the “NYSE American”). There are non-discretionary matters for which brokers, banks, and other nominees do not have discretionary authority to vote unless they receive timely instructions from you. If a broker, bank, or other nominee does not have discretion to vote on a particular matter and you have not given timely instructions on how the broker, banker, or other nominee should vote your shares, then the broker, bank, or other nominee indicates it does not have authority to vote such shares on its proxy and a “broker non-vote” results. Although any broker non-vote would be counted as present at the Annual Meeting for purposes of determining a quorum, it would be treated as not entitled to vote with respect to non-discretionary matters.

If your shares are held in street name and you do not give voting instructions, the record holder will not be permitted to vote your shares with respect to Proposal 1 (Election of Directors), Proposal 3 (Plan Amendment) and Proposal 4 (Advisory Vote on Executive Compensation), and your shares will be considered broker non-votes with

RING ENERGY

respect to these proposals. If your shares are held in street name and you do not give voting instructions, the record holder will have discretionary authority to vote your shares with respect to Proposal 2 (Charter Amendment) and Proposal 5 (Ratification of Grant Thornton).

WHAT VOTE IS REQUIRED FOR THE PROPOSALS TO BE APPROVED?

■Proposal 1 (Election of Directors): To be elected, each nominee for election as a director must receive the affirmative vote of a plurality of the votes cast by the holders of our Common Stock, present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal. The director nominees who receive the most votes are elected. Votes may be cast in favor of or withheld from the election of each nominee. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

■Proposal 2 (Charter Amendment): Approval of the Charter Amendment requires the affirmative vote of a majority of the outstanding voting power. Brokers will have discretionary authority to vote on Proposal 2 and, accordingly, there will be no broker non-votes for this proposal. Abstentions will have the affect of a vote against this proposal.

■Proposal 3 (Plan Amendment): Approval of the Plan Amendment requires the affirmative vote of the holders of a majority of the votes cast by the holders of our Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. Broker non-votes and abstentions will not affect the outcome of this proposal.

■Proposal 4 (Executive Compensation): To consider and vote upon, on a non-binding, advisory basis, a resolution to approve the compensation of our named executive officers as disclosed pursuant to the compensation disclosure rules of the SEC. This advisory vote will be approved if it receives the affirmative vote of the holders of a majority of the votes cast by the holders of our Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. Broker non-votes and abstentions will not affect the outcome of this proposal.

■Proposal 5 (Ratification of Grant Thornton): Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023, requires the affirmative vote of the holders of a majority of the votes cast by the holders of our Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. Brokers will have discretionary authority to vote on Proposal 5 and, accordingly, there will be no broker non-votes for this proposal. Abstentions will not affect the outcome of this proposal.

HOW DOES THE BOARD RECOMMEND THAT I VOTE?

Our Board unanimously recommends a vote:

■FOR each of the nominees for director;

■FOR the Charter Amendment;

■FOR the Plan Amendment;

■FOR non-binding, advisory approval of named executive officer compensation; and

■FOR the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023.

2023 PROXY STATEMENT

WHAT HAPPENS IF I PROVIDE MY SIGNED PROXY BUT DO NOT SPECIFY HOW I WANT MAY SHARES TO BE VOTED, OR IF ADDITIONAL PROPOSALS ARE PRESENTED AT THE ANNUAL MEETING?

If you provide us your signed proxy but do not specify how to vote, we will vote your shares as follows:

Proposal 1. FOR the election of each director nominee;

Proposal 2. FOR the Charter Amendment;

Proposal 3. FOR the Plan Amendment;

Proposal 4. FOR the approval, on an advisory basis, of the compensation of our named executive officers; and

Proposal 5. FOR the ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.

As of the date of this proxy statement, we do not expect any additional matters to be presented for a vote at the Annual Meeting. If you grant a proxy, the proxy holder will have the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting.

WHO WILL BEAR THE COST OF SOLICITING VOTES FOR THE ANNUAL MEETING?

The Board is providing these Proxy Materials to you in connection with the solicitation by the Board of proxies to be voted at the Annual Meeting. We will bear all expenses of soliciting proxies. We have engaged Broadridge Financial Solutions, Inc. to aid in the distribution of proxy materials and to provide voting and tabulation services for the Annual Meeting. Directors, officers, and employees will not be additionally compensated but may be reimbursed for reasonable out-of-pocket expenses in connection with any solicitation. In addition, we may reimburse brokerage firms, custodians, nominees, fiduciaries, and other persons representing beneficial owners of our Common Stock for their reasonable expenses in forwarding solicitation material to such beneficial owners.

MAY I PROPOSE ACTIONS FOR CONSIDERATION AT THE 2024 ANNUAL MEETING OF STOCKHOLDERS OR NOMINATE INDIVIDUALS TO SERVE AS DIRECTORS?

You may submit proposals for consideration at future stockholder meetings, including director nominations. Please read “Stockholder Proposals and Director Nominations for the 2024 Annual Meeting” for information regarding the submission of stockholder proposals and director nominations for consideration at next year’s annual meeting.

RING ENERGY

OUR 2022 PERFORMANCE HIGHLIGHTS

Our multi-faceted initiatives throughout 2022 significantly contributed to our financial performance for the year. Key highlights included:


$138.6 MM						$195.2 MM
Net income						Adjusted EBITDA1

$34.8 MM						$197.0 MM
Free Cash Flow1						Net Cash Provided by Operating Activities

12,364 Boe/D						$10.57
Net Sales per day						Lease Operating Expenses per BOE2

(1) A non-GAAP financial measure; see the end of this document for reconciliations to the most comparable GAAP financial measures.

(2) Lease operating expenses divided by total barrels of oil equivalent sold during the same period.

2023 PROXY STATEMENT

Through our strategic efforts designed to drive financial stability and improve the balance sheet, we:



Increased revenues by 77% from 2021 levels	Grew adjusted net income1 to $107.5 million – a 251% increase year-over-year	Successfully drilled and completed 32 wells



Generated free cash flow1 of $34.8 million (including generating free cash flow every quarter during 2022)			Paid down $37 million of borrowings on bank credit facility, since the closing of the Stronghold Acquisition on August 31, 2022

We ended 2022 with an increase in proved reserves to 138.1 million barrels of oil equivalent (“MMBoe”) from 77.8 MMBoe at year-end 12/31/2021:

■Additions, improved well performance and technical revisions led to net upward revisions of 64.8 MMBoe;

■Reduced for production of 4.5 MMBoe.

(1) A non-GAAP financial measure; see the end of this document for a reconciliation to the most comparable GAAP financial measure.

RING ENERGY

OUR COMMITMENT TO ENVIRONMENTAL, SOCIAL AND GOVERNANCE (“ESG”)

We are focused on creating long-term value for our stockholders and fostering a culture that is steadfast on environmental sustainability, operational safety, social responsibility and sound corporate governance.

In 2021, we created an ESG Task Force that is comprised of management representatives from Health, Safety & Environmental (“HSE”), Operations, Legal, Human Resources, Investor Relations and Finance. The task force is charged with the responsibility to monitor the Company’s adherence to our ESG standards and formally communicate their findings on an ongoing basis to our CEO and the Board. We published our detailed inaugural ESG sustainability report in 2021 and published a follow-up sustainability report in 2022 (the "2022 ESG Sustainability Report"). Included in our sustainability reports is a discussion of our steadfast efforts to disclose our ESG performance record, as applicable, and discuss our plans to drive further alignment in the future with the various reporting frameworks as we continue our ESG reporting journey. Our 2022 ESG Sustainability Report may be found on our website at https://ringenergy.com/sustainability. The information on, or that can be accessed through our website, is not incorporated by reference into this proxy statement and should not be considered part of this proxy statement.

In the creation of our ESG sustainability reports to date, we have consulted the Sustainability Accounting Standards Board’s (“SASB”) Oil and Gas Exploration and Production Sustainability Accounting Standard, the recommendations of the Task Force on Climate- related Financial Disclosures (“TCFD”), the Sustainable Development Goals (“SDGs”) promulgated by the United Nations, and other reporting guidance from industry frameworks and standards.


			ENVIRONMENTAL We are committed to protecting and preserving the environment in all aspects of our business, including production operations, well work programs, and decommissioning activities. Our policies and procedures are designed to meet or exceed adherence with all federal, state and local regulations, and we expect our contractors to have similar programs in place. Our efforts to minimize our operational impact are multi-faceted, including reducing greenhouse gas (“GHG”) and air emissions, minimizing the use of freshwater, preventing spills, safeguarding local water supplies and minimizing waste. Our ongoing environmental programs are designed to not only reduce our operational impacts but also improve efficiency, lower costs and reduce risk, which promotes the long-term sustainability of our business, while enhancing our relationships with the communities in which we operate.

2023 PROXY STATEMENT


			SOCIAL We strive to attract, develop and retain a highly qualified workforce in the industry as we recognize our future success is a direct result of their efforts. As such, we provide a competitive compensation and comprehensive benefits program, as well as a positive work environment designed to drive a culture of safety and innovation. We are also committed to continuously providing an inclusive, safe and secure work environment where all of our employees can be respected, valued, and successful in pursuing their goals, all while contributing to the Company’s success. We will continue to promote honesty and integrity in all interactions with our employees and actively support the communities in which we operate with both our time and resources. We recognize and appreciate the ongoing efforts of our employees in their personal commitments from both a time and financial perspective in enhancing the quality of life in our local communities. As of December 31, 2022, we had 98 full-time employees as well as a diverse group of independent contractors who assist our full-time staff in a range of areas including geology, engineering, land, accounting, and field operations, as needed. None are represented by labor unions or covered by any collective bargaining agreements.

Diversity and Inclusion

The unique backgrounds and experiences of our employees help to develop a wide range of perspectives that lead to better solutions. Our staff’s diversity is reflected in our full-time employees where 24% are women and approximately 49% represent minorities, as of December 31, 2022.

The majority of our employees are citizens of the United States, with a few retaining dual citizenships in other countries. The employees who are not U.S. citizens are legally registered to live and work here and the Company is committed to helping those employees retain their ability to remain in the U.S. and continue their employment.


			GOVERNANCE We leverage sound corporate governance practices that promote accountability and good decision making, which is a key tenet to our long-term success and sustainability. Our Board and its committees are responsible for our strategy and governance and these practices depend on our guiding principle to conduct our business in accordance with appropriate legal and ethical standards, and with honesty and integrity. We expect all employees across the organization to exemplify these principles as they conduct their work activities and appreciate their collective efforts in this regard.

RING ENERGY

BOARD COMPOSITION AND EXPERIENCE


8 MEN 1 WOMAN DIVERSITY BY GENDER

7 INDEPENDENT 2 NOT INDEPENDENT DIVERSITY BY INDEPENDENCE

DIVERSITY BY TENURE Years

DIVERSITY BY AGE Average Age: 63

2023 PROXY STATEMENT

PROPOSAL 1:
ELECTION OF DIRECTORS

At the Annual Meeting, the stockholders will elect nine directors to serve on our Board until the 2024 annual meeting or until their successors are duly elected and qualified. Upon the recommendation of the Nominating, Environmental, Social, and Governance (“NESG”) Committee of the Board, our Board has nominated as directors the following nine individuals, each of whom is presently serving as a director.

DIRECTORS

The following table sets forth the names, ages, and titles, as of April 21, 2023, of each of our directors:


NAME	AGE	POSITION
Management Directors
Paul D. McKinney	64	Chairman of the Board of Directors and Chief Executive Officer
Non-Independent Directors
Roy I. Ben-Dor	40	Director
Independent Directors
Anthony B. Petrelli	70	Lead Director
John A. Crum	71	Director
David S. Habachy	47	Director
Richard E. Harris	70	Director
Thomas L. Mitchell	63	Director
Regina Roesener	63	Director
Clayton E. Woodrum	83	Director

We did not pay any third-party fees to assist in the process of identifying or evaluating candidates. Each nominee is currently a director on our Board. Messrs. Woodrum and Petrelli joined the Board in January 2013. Ms. Roesener joined the Board in September 2019. Messrs. McKinney, Mitchell, Crum and Harris joined the Board in October 2020. Messrs. Ben-Dor and Habachy joined the Board in September 2022.

Each nominee has consented to being named as a nominee in this proxy statement and has indicated a willingness to serve on our Board if elected. Stockholders may not cumulate their votes in the election of our directors. We have no reason to believe that the nominees will be unable or unwilling to serve if elected; however, if a nominee should become unable or unwilling to serve for any reason, proxies may be voted for another person nominated as a substitute by our Board.

RING ENERGY

BOARD COMMITTEES

Audit Committee

Compensation Committee

Nominating, Environmental, Social, and Governance Committee

Committee Chairperson

Lead Independent Director

2023 PROXY STATEMENT


			Paul D. McKinney joined Ring on October 1, 2020 and his most recent role prior to joining the Company was President, CEO & Director of SandRidge Energy (NYSE:SD)(“SandRidge”). He accepted the post in January 2019 and continued there eleven months before resigning in December 2019. Prior to SandRidge, Mr. McKinney was President & Chief Operating Officer for Yuma Energy, Inc. (NYSE American:YUMA)(“Yuma”) since April 2017 after serving as Yuma’s Executive Vice President and Chief Operating Officer since October 2014. Mr. McKinney served as a petroleum engineering consultant for Yuma’s predecessor from June 2014 to September 2014 and for Yuma from September 2014 to October 2014. Yuma filed for protection under federal bankruptcy laws in April 2020. Mr. McKinney served as Region Vice President, Gulf Coast Onshore, for Apache Corporation (NYSE:APA)(“Apache”) from 2010 through 2013, where he was responsible for the development and all operational aspects of the Gulf Coast region for Apache. Prior to his role as Region Vice President, Mr. McKinney was Manager, Corporate Reservoir Engineering, for Apache from 2007 through 2010. From 2006 through 2007, Mr. McKinney was Vice President and Director, Acquisitions & Divestitures for Tristone Capital, Inc. Mr. McKinney commenced his career with Anadarko Petroleum Corporation (NYSE:APC)(“Anadarko”) and held various positions with Anadarko over a 23 year period from 1983 to 2006, including his last title as Vice President of Reservoir Engineering, Anadarko Canada Corporation. Mr. McKinney was a member of the board of directors for Pro-Ject Holdings, LLC a privately owned oil field chemical services company where his service ended December 31, 2021. He co-authored paper number SPE-75708-MS: Applied Reservoir Characterization for Maximizing Reserve Growth and Profitability in Tight Gas Sands: A Paradigm Shift in Development Strategies for Low-Permeability Gas Reservoirs. Mr. McKinney entered the United States Air Force upon graduating from high school and continued in the United States Air Force Reserves while attending college. Mr. McKinney attended Louisiana Tech University and graduated with a Bachelor of Science degree in Petroleum Engineering in 1983. Effective October 1, 2020, Mr. McKinney was appointed to the Board to fill a vacancy created from the resignation of prior directors. At that time, Mr. McKinney was appointed as Chairman of the Board and as Chief Executive Officer. Mr. McKinney was elected to the Board by the stockholders at the 2020 annual stockholders’ meeting. The particular experience, qualifications, attributes, and skills that led our Board to conclude that Mr. McKinney should serve as director include his 39 years of experience in the oil and gas industry; his extensive experience in advanced reservoir engineering and economic evaluations, strategic planning, and pursuing strategic transactions; his corporate governance, compliance, and risk management experience; and his experience as a director of public and private companies.
Paul D. McKinney Chairman of the Board of Directors and Chief Executive Officer Age: 64 Director Since: 2020

RING ENERGY

Anthony B. Petrelli served from 2010 to 2022 as President, Chairman and Director of Investment Banking Services of NTB Financial Corporation, a Denver, Colorado based financial services firm founded in 1977. Since the beginning of 2023, Mr. Petrelli has served as a registered representative and financial consultant with Momentum Independent Network, a FINRA member firm. Beginning his career in 1972 in the investment industry, Mr. Petrelli has extensive experience in the areas of corporate finance, underwriting, management, operations, sales, and trading. He has served on numerous regulatory and industry committees including service on the FINRA (previously “NASD”) Corporate Finance Committee, FINRA National Adjudicatory Council (Vice Chairman), FINRA Small Firm Advisory Board, and Chairman of the FINRA District Business Conduct Committee for District 3. Mr. Petrelli has also served as an Arbitrator for FINRA dispute resolution. Additionally, since 2016 Mr. Petrelli has served as a director and member of the audit committee for Sensus Healthcare, Inc. (NASDAQ:SRTS), a medical device company. He has also served on several other public company boards including director and member of the audit committee of Arena Resources Inc. (NYSE:ARD), an oil and gas exploration, development and production company, and director of Natural Gas Services Group (NYSE:NGS), a provider of natural gas compression equipment and services to the energy industry. Mr. Petrelli has also served as an advisory director on several other public company boards. In addition to his career in the investment industry, Mr. Petrelli served on the board of directors of Southwest Counseling Associates, a Denver, Colorado based professional counseling firm. Mr. Petrelli established Equinox Counseling LLC in 2012, and is a Licensed Professional Counselor (LPC), a National Certified Counselor (NCC) and an Approved Clinical Supervisor (ACS). Mr. Petrelli received his Bachelor of Science degree in Business (Finance) and his Master of Business Administration (MBA) degree from the University of Colorado. In addition, he received his Master of Arts degree in Counseling from Denver Seminary.

The particular experience, qualifications, attributes, and skills that led our Board to conclude that Mr. Petrelli should serve as director include his experience and expertise in financial and business matters with significant involvement in corporate governance and financial matters; his service on the FINRA Corporate Finance Committee, the NASD Small Firm Advisory Board and as Chairman of the FINRA District Business Conduct Committee; and his board experience.

Anthony B. Petrelli

Lead Independent Director

Age: 70

Director Since: 2013

Board Committees:

2023 PROXY STATEMENT

Roy I. Ben-Dor joined Warburg Pincus, LLC in 2011. He has been a Managing Director at Warburg since January 2020. He was a Principal at Warburg from 2016 through 2019. Previously, he worked at McKinsey & Company in New York. He is a Director of Artis Exploration, Citizen Energy, Eco Material Technologies, Stronghold Energy II Operating, LLC, Viridi Energy and Zenith Energy. He also works with ClimeCo, Gradiant Corporation, Montana Renewables, and Terra Energy Partners. Mr. Ben-Dor received a BA cum laude in Psychology and Economics with Distinction from Duke University, a JD magna cum laude from Harvard Law School and an MBA with High Distinction (“Baker Scholar”) from Harvard Business School.

The particular experience, qualifications, attributes, and skills that led our Board to conclude that Mr. Ben-Dor should serve as director include his experience and expertise in energy company management.

Roy I. Ben-Dor

Director

Age: 40

Director Since: 2022

RING ENERGY

John A. Crum is managing partner of JAC Energy Partners, LLC, formed to provide advice to companies and individual investors in oil and gas exploration and production. He has been involved with worldwide oil and gas development for more than 40 years. Mr. Crum currently serves as a director for: Forty Acres Energy, LLC, an oil company developing Permian Basin waterflood assets. He served as chief executive officer and director of Midstates Petroleum Company Inc. (NYSE:MPO), from 2011 to 2014. From 1995 to 2011, Mr Crum served in a variety of executive roles for Apache Corporation (NYSE:APA), including co-chief operating officer and president, North America, president Apache Canada Ltd., managing director Apache North Sea (UK), managing Director Apache Energy Ltd. (Australia), and executive vice president for Eurasia and worldwide new ventures. Earlier in his career, Mr. Crum held positions of responsibility at Aquila Energy Corporation, Pacific Enterprises Oil Company, and Southland Royalty Company. He began his career with Conoco in 1975. He has previously served as a director of several public and private companies including the midstream MLP, Midcoast Energy Partners, LP; exploration and production company, Crestone Peak Resources; rotorcraft services supplier, CHC Helicopter; and for the biofuels technology company, Coskata Inc. Mr. Crum has been active with industry groups serving on the boards of the Australian Petroleum Production and Exploration Association (APPEA), UK Offshore Operators Association (UKOOA), and Canadian Association of Petroleum Producers (CAPP) during assignments in those countries. He holds a Bachelor of Science degree in petroleum engineering from the New Mexico Institute of Mining and Technology.

The particular experience, qualifications, attributes, and skills that led our Board to conclude that Mr. Crum should serve as a director include his significant worldwide oil and gas experience; and his prior executive and Board experience.

John A. Crum

Independent Director

Age: 71

Director Since: 2020

Board Committees:

2023 PROXY STATEMENT

David S. Habachy served as a Managing Director on the energy team of Warburg Pincus from 2017 until July 2022. Previously, Mr. Habachy served as Managing Director and member of the Investment Committee of the Kayne Anderson Energy Funds. Additionally, Mr. Habachy served on numerous boards of oil and gas E&P domestic and international companies during his tenure in private equity. Prior to entering into private equity in 2008, Mr. Habachy spent 10 years in asset management, operations and consulting in the upstream E&P business. He started his petroleum engineering career at Arco/Vastar in 1998. Mr. Habachy serves on the Board of Directors of Earthstone Energy, Inc., a company with a class of equity securities registered under the Exchange Act. Additionally, Mr. Habachy currently serves on the Investment Committee Board for Memorial Hermann Health System and is a board member of the Houston Producers’ Forum. Mr. Habachy holds a B.S. in Chemical Engineering and an MBA degree with George Kozmetsky highest honors distinction from The University of Texas at Austin.

The particular experience, qualifications, attributes, and skills that led our Board to conclude that Mr. Habachy should serve as a director include his extensive experience in the oil and gas industry, including serving on the boards of private oil and gas exploration and production companies, and his serving as a managing director at Warburg makes him uniquely positioned to provide the Board with insight and advice on a full range of strategic, financial and governance matters.

David S. Habachy

Independent Director

Age: 47

Director Since: 2022

RING ENERGY

Richard E. Harris began his corporate career in 1981, joining The Standard Oil Company of Ohio (“SOHIO”) in the Treasury Department. SOHIO was acquired by British Petroleum plc (“BP”) in 1987. Mr. Harris continued to be assigned challenging positions with increasing responsibility within BP Finance and BP America Finance. Mr. Harris’ achievements earned him a two year assignment in Belgium as a member of a team charged with integrating finance functions across Europe into BP Oil Europe in Brussels. In 1995, Mr. Harris left BP to join Compaq Computer Corporation in a newly created position where Mr. Harris developed and enhanced the company’s global capabilities in corporate finance, financial planning, M&A pre-close analysis and post close evaluation as well as global treasury management. Compaq promoted Mr. Harris to Assistant Treasurer, Global Treasury in 1999. In 2003, Mr. Harris joined Cummins Inc.’s executive team as Vice President, Treasurer and led initiatives to develop best in class global treasury processes and procedures. Mr. Harris was also secretary of the Finance Committee of the Cummins Board of Directors and collaborated with the Board members on a frequent basis. Mr. Harris established a world class global treasury organization which supported the Cummins’ businesses in 198 countries worldwide. Mr. Harris was promoted to Vice President, Chief Investment Officer in 2008. Mr. Harris’ team successfully developed, implemented and provided oversight for processes to source, evaluate, and execute the company’s strategic acquisitions, investments, and joint ventures. In 2015, Mr. Harris retired to Austin, Texas. In February, 2022, Mr. Harris joined the Board of Directors of Longhorn Village, a private senior living facility in Austin, TX. Mr. Harris received a Bachelor of Science in Mathematics and Master of Business Administration from John Carroll University.

Subsequent to Mr. Harris’ appointment to the Board in 2020, he joined the board of directors of BPH Holding Co. Inc. ("BPH") and its Austin, Texas subsidiary, Longhorn Village. BPH is a not-for-profit company that focuses on the development and management of senior living living communities in Texas. Mr. Harris currently serves on the strategic planning committee of the BPH Board.

The particular experience, qualifications, attributes, and skills that led our Board to conclude that Mr. Harris should serve as a director include his significant worldwide business experience; and his prior executive and Board experience.

Richard E. Harris

Independent Director

Age: 70

Director Since: 2020

Board Committees:

2023 PROXY STATEMENT

Thomas L. Mitchell is a strategic finance leader with a record of driving growth in energy business models as the chief financial officer of both large and small companies in the oil and gas industry. He has had a career of strong Fortune 500 experience with exploration and production companies, and broad energy exposure with offshore drilling and midstream gathering and marketing companies. In his last position as EVP and Chief Financial Officer of Devon Energy Corporation (NYSE:DVN) from 2014 to 2017, Mr. Mitchell led the finance and business development organizations, and also helped the company successfully strengthen its asset quality through strategic acquisitions. Previously, Mr. Mitchell served as EVP and Chief Financial Officer and a member of the board of directors of Midstates Petroleum Company (now NYSE:AMPY), a private equity-funded exploration and production company. While there, Mr. Mitchell helped lead the initial public offering listing of the company on the New York Stock Exchange in 2012. From November 2006 to September 2011, Mr. Mitchell was the Senior Vice President, Chief Financial Officer of Noble Corporation (NASDAQ:NEBLQ), a publicly-held offshore drilling contractor for the oil and gas industry. Following his formal education, Mr. Mitchell began his career in public accounting with Arthur Andersen & Co. where he practiced as a CPA (currently inactive), then, in 1989 entered the oil and gas industry at Apache Corporation (NYSE:APA) where he spent eighteen years in various finance and commercial roles, the last being Vice President and Controller. Mr. Mitchell currently serves on the board of EPIC Midstream Holdings GP, LLC, a private midstream crude and NGL infrastructure company. He previously served on the board of directors of Hines Global REIT, Inc., a public real estate investment trust, Sundance Energy, Inc. (OTC MKTS:SNDEQ), a public exploration and production company, and EnLink Midstream Partners, LP and EnLink Midstream, LLC (NYSE:ENLC). Mr. Mitchell graduated from Bob Jones University with a B.S. in Accounting.

The particular experience, qualifications, attributes, and skills that led our Board to conclude that Mr. Mitchell should serve as a director include his significant financial background; his public accounting experience; his prior performance of chief financial officer functions for both public and private companies; and his board experience.

Thomas L. Mitchell

Independent Director

Age: 63

Director Since: 2020

Board Committees:

RING ENERGY

Regina Roesener served as the Chief Operating Officer, Director of Corporate Finance and a member of the board of directors of NTB Financial Corporation (“NTB”), a member firm of FINRA and also a Registered Investment Advisor with the SEC from 1990 to 2022. During her more than 30-year tenure at NTB, Ms. Roesener was involved in the capital raising efforts for numerous public and private companies, many of which were in the energy sector, collectively raising more than $300 million. This involved working closely with executive management of the issuing company to develop and deliver their investor presentations and road shows, utilizing long-standing strategic relationships with participating FINRA member firms. In addition, in her position at NTB, Ms. Roesener was responsible for the management of an internal market broker for a large, SEC registered public company, where she facilitated more than $500 million in transactions over 15 years. She has served as a board member of the National Investment Bankers Association and as a member of Women in Syndicate Association and has served as a board member for the Denver chapter of the March of Dimes. She is a member of the National Association of Corporate Directors and the Institute for Excellence in Corporate Governance. Ms. Roesener received her Bachelor of Science degree in Education from the University of Colorado in 1982. Ms. Roesener completed the Wharton Executive Education-Corporate Governance Certificate Program in 2022.

The particular experience, qualifications, attributes, and skills that led our Board to conclude that Ms. Roesener should serve as director include her experience and knowledge in the areas of corporate finance and capital markets, which the Board believes will provide valuable insight and assistance in the future growth of the Company.

Regina Roesener

Independent Director

Age: 63

Director Since: 2019

Board Committees:

2023 PROXY STATEMENT

Clayton E. Woodrum, CPA, ABV, CVA, is a founding partner of Woodrum, Tate & Associates, PLLC, a Certified Public Accounting firm registered in the State of Oklahoma. Mr. Woodrum provides tax, accounting, and consulting to a wide range of privately held businesses. In addition to these services, Mr. Woodrum also provides chief financial officer services to a number of privately held businesses. Mr. Woodrum also provides business valuation services, litigation support (including, financial analysis, damage reports, depositions, and testimony), estate planning, financing techniques for businesses, asset protection vehicles, sales and liquidation of businesses, and debt restructuring. His current clients include several privately held oil and gas exploration and production companies to which he provides tax and accounting advice. In his 50 years of financial experience, Mr. Woodrum has served as the Partner in Charge of a Tax Department of Peat, Marwick, Mitchell and Co., (now KPMG). He also served as the Chief Financial Officer of Bank of Oklahoma Corp. (NASDAQ:BOKF) and Bank of Oklahoma, NA, a publicly held bank holding company and national bank. Prior to joining the board of Ring Energy, Inc. Mr. Woodrum served on the board of Arena Resources, Inc. and as Chairman of the audit committee of Arena. Mr. Woodrum received his Bachelor of Science in Business Administration and Accounting from Kansas State University.

The particular experience, qualifications, attributes, and skills that lead our Board to conclude that Mr. Woodrum should serve as a director include his significant financial background; his public accounting and tax experience; and his prior performance as a director and CFO functions for both public and private companies.

Clayton E. Woodrum

Independent Director

Age: 83

Director Since: 2013

Board Committees:

BOARD RECOMMENDATION ON PROPOSAL

The Board unanimously recommends a vote FOR the election of each of the director nominees named above. The management proxy holder will vote all properly submitted proxies FOR election of each director unless properly instructed otherwise.

RING ENERGY

CORPORATE GOVERNANCE AND OUR BOARD

CORPORATE GOVERNANCE HIGHLIGHTS


RELATING TO THE BOARD
a Annual elections of the entire Board			a Dedication to continuing director education
a Majority independent directors			a Dedication to diversity on the Board
a Annual evaluations of the Board, each committee, and each director			a Designated Lead Independent Director
a Insider trading policy that prohibits hedging, pledging, and margin transactions in Company securities			a Board committees comprised entirely of independent directors
a Maintains corporate governance guidelines			a Board oversees environmental, social, and governance practices
a Company adopted Annual Say-On-Pay voting			a Board oversees succession planning for the CEO and executive officer positions
a Adopted director overboarding policy			a Adopted officer and director stock ownership guidelines


RELATING TO STOCKHOLDER RIGHTS
a Equal voting rights among all stockholders			a All stockholders entitled to vote on all director nominees
a Ability of stockholders to call a special meeting (at a 10% threshold)			a No poison pill or similar plan
a Ability of stockholders to act by written consent			a No supermajority voting requirements

We maintain a corporate governance section on our website that contains copies of the charters for the committees of our Board. The corporate governance section may be found at https://ringenergy.com/investors/corporate-governance. The charters for each of the Board’s committees will be provided to any person without charge, upon request. Requests may be directed to Ring Energy, Inc., Attention: Travis T. Thomas, Corporate Secretary, Executive Vice President and Chief Financial Officer, 1725 Hughes Landing Blvd., Suite 900, The Woodlands, TX 77380, or by calling (281) 397-3699.

Also available on our website under the corporate governance section or the sustainability section are copies of our Corporate Governance Guidelines, Code of Ethics, Code of Business Conduct and our 2022 ESG Sustainability Report. We have adopted a Code of Ethics that applies to our Chief Executive Officer, Executive Vice Presidents, and Chief Financial Officer, as well as the principal accounting officer or controller, or persons performing similar functions, to ensure high standards of ethical conduct and fair dealing. Our 2022 ESG Sustainability Report discusses a wide range of our business practices and procedures designed to help promote workplace safety, health of our stakeholders, sound environmental practices, protection of human rights and honest and ethical conduct. The Code of Business Conduct covers standards for professional conduct, including, among others, conflicts of interest, insider trading, protection, proper use of confidential information and Company assets, and compliance with the laws and regulations applicable to the Company’s

2023 PROXY STATEMENT

business. Finally, we have adopted Corporate Governance Guidelines to assist the Board in the exercise of its responsibilities.

The information on, or that can be accessed through our website, is not incorporated by reference into this proxy statement and should not be considered part of this proxy statement.

OUR BOARD

Our Board currently consists of nine members. Our Articles of Incorporation and Bylaws provide for the annual election of directors. At each annual meeting of stockholders, our directors will be elected for a one-year term and serve until their respective successors have been elected and qualified.

Our Board held seven meetings during the fiscal year ended December 31, 2022. During the fiscal year ended December 31, 2022, no directors attended fewer than 75% of the total number of meetings of our Board and committees on which that director served.

We encourage, but do not require, our directors to attend our annual meetings of stockholders. At our last annual meeting of stockholders, all then serving members of our Board attended either in person or by video conference participation.

BOARD LEADERSHIP STRUCTURE

The Chairman of the Board is selected by the members of the Board. Our Board of Directors does not have a policy as to whether the roles of Chairman of the Board of Directors and Chief Executive Officer should be separate or combined. Currently, the positions of Chairman of the Board and Chief Executive Officer are currently held by Paul D. McKinney. The Board has determined that the current structure is effective in allowing Mr. McKinney to draw on his knowledge of the operations of our business and industry developments to provide leadership on the broad strategic issues considered by the Board. At the same time, the appointment of a Lead Independent Director with clearly defined responsibilities and authority, along with the Board’s fully independent committees and substantial majority of independent directors, establishes an effective balance between management leadership and appropriate oversight by independent directors. Anthony B. Petrelli currently serves as the Lead Independent Director. Periodically, our NESG Committee assesses these roles and the board leadership structure to ensure the interests of Ring and its stockholders are best served.

LEAD INDEPENDENT DIRECTOR

In 2021, we amended our Bylaws to provide for the election of a Lead Independent Director.

Duties of the Lead Independent Director

■Presides at all meetings of the Board at which the Chairman is not present and all executive sessions of the independent directors;

■Acts as advisor to CEO and direct liaison between CEO and independent directors;

■Plans, reviews, and approves Board meeting agendas and information presented to the Board;

■Calls meetings of the independent directors as appropriate;

RING ENERGY

■Contributes to annual CEO performance review and assists with succession planning;

■Consults the NESG Committee on the Board’s evaluation process;

■Consults with the Audit Committee regarding internal controls and audit matters;

■Consults with the Compensation Committee regarding CEO, executive and employee compensation;

■Participates in consultations and direct communication with major stockholders and their representatives when appropriate; and

■Performs such other duties as the Board may determine from time to time.

Key Attributes of the Lead Independent Director

The Lead Independent Director is selected from among the independent directors. The NESG Committee and management discuss candidates for the Lead Independent Director position, and consider many of the same types of criteria as candidates for the chair of other Board committees including:

■Tenure;

■Previous service as a Board committee chair;

■Diverse experience;

■Participation in and contributions to activities of the Board; and

■Ability and willingness to commit adequate time to the role.

ANNUAL BOARD EVALUATION

The NESG Committee is responsible for the Board evaluation process. In each fiscal year, the NESG Committee requests that the chairman of each committee report to the full Board about such committee’s annual evaluation of its performance and evaluation of its charter. In addition, the NESG Committee receives comments from all directors and reports to the full Board with an assessment of the Board’s and management’s performance each fiscal year. In conducting its annual evaluation, our Board has utilized written questionnaires to solicit feedback on committee and board effectiveness, agenda topics and materials, appropriate delegation of issues to committees, and the appropriateness of board and committee materials. The NESG Committee’s review process also includes an annual director self-evaluation that prompts each director to reflect and comment on his or her own individual performance and contributions to the Board and the Company.

DIRECTOR ORIENTATION AND CONTINUING EDUCATION

Our Board takes measures as it deems appropriate to ensure that its members may act on a fully informed basis. The NESG Committee evaluates general education and orientation programs for our directors. Newly appointed directors are required to become knowledgeable about the responsibilities of directors for publicly traded companies. In addition, we provide our directors with information regarding changes in our business and industry as well as the responsibilities of the directors in fulfilling their duties.

2023 PROXY STATEMENT

BOARD INDEPENDENCE

As required under the listing standards of the NYSE American, a majority of the members of our Board must qualify as independent, as affirmatively determined by our Board. The standards relied upon by the Board in determining whether a director is “independent” are those set forth in the rules of the NYSE American. The NYSE American generally defines the term “independent director” as a person other than an executive officer or employee of a company, who does not have a relationship with the company that would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Because the Board believes it is not possible to anticipate or provide for all circumstances that might give rise to conflicts of interest or that might bear on the materiality of a relationship between a director and the Company, the Board has not established specific objective criteria, apart from the criteria set forth in the NYSE American rules, to determine “independence.” In addition to the NYSE American criteria, in making the determination of “independence”, the Board considers such other matters including, without limitation, (i) the business and non-business relationships that each independent director has or may have had with the Company and its other directors and executive officers, (ii) the stock ownership in the Company held by each such director, (iii) the existence of any familial relationships with any executive officer or director of the Company, and (iv) any other relevant factors which could cause any such Director to not exercise his independent judgment. Our NESG Committee evaluated all relevant transactions and relationships between each director then on the Board, and any of his or her family members, and the Company, senior management, and independent registered accounting firm. Based on this evaluation and the recommendation of our NESG Committee, our Board determined that Clayton E. Woodrum, Anthony B. Petrelli, Regina Roesener, Richard A. Harris, John A. Crum, Thomas L. Mitchell and David S. Habachy were independent directors, as that term is defined in the listing standards of the NYSE American and that Paul D. McKinney and Roy I. Ben-Dor are not independent.

Family Relationships and Involvement in Legal Proceedings

All directors and nominees for director of the Company are United States citizens. There are no family relationships between any of our directors or nominees for director and executive officers. In addition, there are no other arrangements or understandings between any of our directors or nominees for director and any other person pursuant to which any person was selected as a director or nominee for director.

BOARD RISK ASSESSMENT AND CONTROL

The Board considers risk oversight and management to be an integral part of its role. Our risk management program is overseen by our Board and its committees, with support from our management. Our Board utilizes an enterprise-wide approach to oil and gas industry risk management, designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance and enhance stockholder value. A fundamental part of risk management is a thorough understanding of the risks the Company faces, understanding of the level of risk appropriate for our Company, and the steps needed to manage those risks effectively. The involvement of all members of the Board in setting our business strategy is a key part of their overall responsibilities and, together with management, determines what constitutes an appropriate level of risk for our Company. Our Board believes that its practice of including all members of our management team in our risk assessments allows the Board to more directly and effectively evaluate management capabilities and performance, more effectively and efficiently communicate its concerns and wishes to the entire management team and provides all members of management with a direct communication avenue to the Board.

RING ENERGY

While our Board has the ultimate oversight responsibility for the risk management process, the committees of our Board also have responsibility for specific risk management activities. In particular, the Audit Committee focuses on financial risk management, including internal controls, and oversees compliance with regulatory requirements. In setting compensation, the Compensation Committee approves compensation programs for the officers and other key employees to encourage an appropriate level of risk-taking behavior consistent with our business strategy and performance. Our Board oversees matters related to cybersecurity and the security of information technology systems.

INSIDER TRADING POLICY

Our Board has adopted an Insider Trading Policy for employees and directors to promote compliance with federal and state securities laws. The policy prohibits certain persons who are aware of material non-public information about the Company from: (i) trading in securities of the Company; or (ii) providing material non-public information to other persons who may trade on the basis of that information. When material non-public information about us may exist and may have an influence on the marketplace, a trading blackout period is placed in effect by management. In addition, our Insider Trading Policy also applies to family members, other members of a person’s household, and entities controlled by a person covered by this Insider Trading Policy. Officers, directors, and designated employees, as well as the family members and controlled entities of such persons, may not engage in any transaction in Company securities without first obtaining pre-clearance of the transaction.

Under the Insider Trading Policy, directors, executive officers and other employees are prohibited from entering into any hedging or monetization transactions relating to our securities or otherwise trading in any instrument relating to the future securities’ price. Our Insider Trading Policy also prevents directors and executive officers from pledging our securities as collateral for loans or holding our securities in a margin account.

2023 PROXY STATEMENT

BOARD COMMITTEES

Our Board has established three standing committees, the composition and responsibilities of which are briefly described below. Our Board may establish other committees from time to time to facilitate our management.



Audit Committee	Compensation Committee	Nominating, Environmental, Social, and Governance Committee

Our Board has determined that the Compensation Committee, Audit Committee, and Nominating, Environmental, Social, and Governance Committee are comprised entirely of independent directors as required under the listing standards of the NYSE American and applicable rules and requirements of the SEC. The Board may delegate certain duties and responsibilities to the committees it establishes.


NAME	AUDIT COMMITTEE	COMPENSATION COMMITTEE	NOMINATING, ENVIRONMENTAL, SOCIAL, AND GOVERNANCE COMMITTEE
Paul D. McKinney
Anthony B. Petrelli
Roy I. Ben-Dor
John A. Crum
David S. Habachy
Richard E. Harris
Thomas L. Mitchell
Regina Roesener
Clayton E. Woodrum
Chair Member

AUDIT COMMITTEE

Pursuant to its charter, the Audit Committee’s principal functions are as follows:

■Oversee the quality, integrity and reliability of our financial statements and other financial information we provide to any governmental body or the public;

■Select, hire, and oversee our independent registered public accounting firm and to approve the compensation paid to our independent registered public accounting firm;

RING ENERGY

■Oversee our independent auditor’s qualifications, independence, and performance;

■Oversee our compliance with legal and regulatory requirements;

■Oversee our internal audit function, including oversight of our internal controls regarding finance, accounting, legal compliance and ethics;

■Establish procedures for (i) the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and (ii) the confidential, anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters;

■Assess matters related to risk, risk controls and compliance;

■Produce the Audit Committee Report for inclusion in our annual proxy statement; and

■Perform such other functions our Board may assign to the Audit Committee from time to time.

During the 2022 fiscal year, from January through June 2, 2022, the Audit Committee was comprised of Mr. Woodrum, Mr. Mitchell, Mr. Petrelli, Ms. Roesener, Mr. Harris, and Mr. Crum, with Mr. Woodrum acting as the Chair. After June 2, 2022, the Audit Committee was comprised of Messrs. Woodrum, Harris, Mitchell, and Petrelli, and Ms. Roesener, with Mr. Woodrum acting as the Chair. Each of Messrs. Woodrum, Crum, Harris, Petrelli and Mitchell, and Ms. Roesener qualify as “independent directors” in accordance with the applicable regulations of the NYSE American definition of independent director set forth in the Company Guide, Part 8, Sections 803(A) and meet the more stringent requirements for members of a listed company’s audit committee set forth in Section 803(B)(2) to the Company Guide. Our Board has further determined that each of Ms. Roesener and Messrs. Woodrum, Mitchell and Petrelli meet the requirements of an “audit committee financial expert” as defined in Item 407 of Regulation S-K promulgated by the SEC.

The Audit Committee met six times during the fiscal year ended December 31, 2022. At each meeting, the Audit Committee was given the opportunity to meet in executive session separately with and our independent registered public accounting firm without management present.

COMPENSATION COMMITTEE

Pursuant to its charter, the Compensation Committee’s principal functions are as follows:

■Make recommendations regarding the compensation of the Chief Executive Officer;

■Approve, after considering the recommendation of the CEO, the compensation of the named executive officers;

■Review our compensation practices and policies to ensure that they provide appropriate motivation for corporate performance and increased stockholder value;

■Oversee the administration of the Company’s stock and incentive compensation programs;

■Make recommendations to the Board regarding the adoption, amendment, or termination of equity compensation programs;

■Approve the adoption, amendment, and termination of incentive compensation and deferred compensation programs for our employees;

2023 PROXY STATEMENT

■Oversee the administration of our compensation plans and programs for employees and non-employees and directors;

■Periodically review human resource issues relating to the Company’s policies and practices with respect to workforce diversity and equal employment opportunities;

■Annually review a risk assessment of the Company’s compensation policies and practices; and

■Perform such other functions as the Board may assign to the Compensation Committee from time to time.

In accordance with the rules of the NYSE American, the compensation of our Chief Executive Officer is recommended by the Compensation Committee to the Board (in a proceeding in which the Chief Executive Officer does not participate). Compensation for all other officers is recommended by the Chief Executive Officer for determination by the Compensation Committee.

The Compensation Committee is delegated all authority of the Board as may be required or advisable to fulfill the purposes of the Compensation Committee. Meetings may, at the discretion of the Compensation Committee, include members of the Company’s management, other members of the Board, consultants or advisors, and such other persons as the Compensation Committee or its chairperson may determine.

The Compensation Committee has the sole authority to retain, amend the engagement with, and terminate any compensation consultant to be used to assist in the evaluation of director, Chief Executive Officer, or executive officer compensation, including employment contracts and change in control provisions. The Compensation Committee has the sole authority to approve any consultant’s fees and other retention terms and has authority to cause the Company to pay the fees and expenses of such consultants. The Compensation Committee retained an independent compensation consultant for the fiscal year ended December 31, 2022.

During the 2022 fiscal year, from January through June 2, 2022, the Compensation Committee was comprised of Messrs. Crum, Woodrum, Mitchell, Harris, and Petrelli, and Ms. Roesener, with Mr. Crum acting as the Chair. After June 2, 2022, the Compensation Committee was comprised of Messrs. Crum, Woodrum, Mitchell, and Petrelli, with Mr. Crum acting as the Chair. Each member of the Compensation Committee during the fiscal year ended December 31, 2022 was an “independent director” as defined in the applicable rules of the NYSE American and the SEC. The Compensation Committee held three meetings during the fiscal year ended December 31, 2022.

NOMINATING, ENVIRONMENTAL, SOCIAL AND GOVERNANCE COMMITTEE

Pursuant to its charter, the Nominating, Environmental, Social, and Governance Committee’s (the "NESG Committee") principal functions are as follows:

■Identify and recommend qualified candidates to the Board for nomination as members of the Board and its committees;

■In the event there is a vacancy on the Board, identify individuals that the committee believes are qualified to become directors in accordance with the Board membership criteria set forth in the committee’s charter;

■Evaluate stockholder nominees for director submitted in accordance with our Bylaws;

RING ENERGY

■Periodically review with the Board the appropriate size of the Board and the requisite skills and characteristics of its members;

■Review the Board’s committee structure and recommend to the Board the appointment of committee members and chairs;

■Develop and recommend to the Board corporate governance principles and policies applicable to the Company;

■Develop and recommend to the Board standards to be applied in making determinations on the types of relationships that constitute material relationships between the Company and a director for purposes of determining director independence;

■Review and recommend to the Board proposed changes to the Company’s Articles of Incorporation and Bylaws;

■Overseeing ESG policies, performance and disclosure, as well as developing recommendations for the Board on emerging issues related to our industry; and

■Perform such other functions as the Board may assign to the NESG Committee from time to time.

During the 2022 fiscal year, from January through June 2, 2022, the NESG Committee was comprised of Messrs. Petrelli, Crum, Harris, Mitchell, and Woodrum, and Ms. Roesener, with Ms. Roesener acting as the Chair. After June 2, 2022, the NESG Committee was comprised of Messrs. Crum, Harris, and Petrelli, and Ms. Roesener acting as Chair. Each member of the NESG Committee during the fiscal year ended December 31, 2022, was an “independent director” as defined in the applicable rules of the NYSE American and the SEC. The NESG Committee met two times during the fiscal year ended December 31, 2022.

DIRECTOR NOMINATIONS AND QUALIFICATIONS

Under its charter, the NESG Committee identifies qualified candidates to serve as Board members as necessary to fill vacancies or the additional needs of the Board, and reviews and evaluates candidates recommended by our stockholders. The NESG Committee considers qualified candidates from several sources, including stockholder nominations. The NESG Committee may, but has not, retained an outside consultant to evaluate or assist in identifying or evaluating potential director candidates.

Any stockholders who would like to propose a nominee to the Board should submit such proposed nominee for consideration by the NESG Committee, including the proposed nominee’s qualifications, to Ring Energy, Inc., Attention: Mr. Travis T. Thomas, Corporate Secretary, Executive Vice President and Chief Financial Officer, 1725 Hughes Landing Blvd., Suite 900, The Woodlands, TX 77380. Stockholders who meet certain requirements specified in our Bylaws may also nominate candidates for inclusion in our proxy materials for an annual meeting as described in “Stockholder Proposals and Director Nominations for the 2024 Annual Meeting.” There are no differences in the manner in which the NESG Committee evaluates nominees for director based on whether the nominee is recommended by a stockholder or the incumbent directors.

Whether nominated by a stockholder or through the activities of the NESG Committee, the NESG Committee seeks to select candidates who have distinguished records of leadership and success in their area of activity and who will make substantial contributions to our Board operations and effectively represent the interests of our stockholders.

2023 PROXY STATEMENT

The NESG Committee’s assessment of candidates includes, but is not limited to, consideration of: (i) roles and contributions valuable to the business community; (ii) personal qualities of leadership, character, judgment, and whether the candidate possesses and maintains a reputation in the community at large of integrity, trust, respect, competence, and adherence to high ethical standards; (iii) relevant knowledge and diversity of background and experience in such things as the Company’s industry, and in general, business, technology, finance and accounting, marketing, international business, government, and the like; and (iv) whether the candidate is free of conflicts and has the time required for preparation, participation, and attendance at all meetings. A director’s qualifications in light of these criteria are considered at least each time the director is re-nominated for Board membership. The Committee also evaluates whether the candidate’s skills are complementary to the existing Board members’ skills, the Board’s needs for particular expertise in fields such as business, technology, financial, marketing, governmental, or other areas of expertise, and assess the candidate’s impact on Board dynamics and effectiveness. The Committee selects candidates that best suit the Board’s current needs and recommends one or more of such individuals to the Board. Our membership criteria and a rigorous selection process help ensure that candidates recommended to the Board will effectively represent the best interests of our stockholders.

BOARD OF DIRECTORS DIVERSITY

The Board encourages a diversity of backgrounds among its members; however, it does not have a formal diversity policy with regard to the consideration of diversity in identifying director nominees. The Board considers candidates with significant direct or indirect energy industry experience that will provide the Board as a whole with the talents, skills, diversity, and expertise to serve the long-term interests of the Company and our stockholders.

COMMUNICATIONS WITH OUR BOARD

Stockholders desiring to communicate with our Board, the independent directors, or any director in particular, may do so by mail addressed as follows: Attn: Board of Directors, Ring Energy, Inc., 1725 Hughes Landing Blvd., Suite 900, The Woodlands, TX 77380. Our Chief Executive Officer, Chief Financial Officer, or Corporate Secretary review each communication received from our stockholders and other interested parties and will forward the communication, as expeditiously as reasonably practicable, to the Board (or individual director) if the communication complies with the requirements of any applicable policy adopted by us relating to the subject matter or the communication falls within the scope of matters generally considered by our Board.

RING ENERGY

EXECUTIVE OFFICERS

The following table sets forth the names, ages, and positions of our current executive officers as of April 21, 2023:

Marinos C. Baghdati joined Ring on October 1, 2020 as Vice President of Operations and was promoted to Executive Vice President of Operations, shortly thereafter.

Prior to joining the company, Mr. Baghdati held the position of Vice President of Operations for Sandridge Energy, Inc., in Oklahoma City, from October 2019 to June 2020. Prior to joining Sandridge Energy, Inc., Mr. Baghdati served as Production Manager for Rio Oil and Gas II, from January to September 2019, where he was responsible for Company Production Operations. Before joining Rio Oil & Gas, from May 2015 to January 2019, Mr. Baghdati held positions at Yuma Energy, Inc., starting as Operations Manager and later being promoted to Vice President of Drilling & Production, where he was responsible for coordinating all field and rig related activities. None of the companies he was employed at prior to joining the Company were affiliated with Ring Energy, Inc.

Mr. Baghdati graduated with a B.S. in Petroleum Engineering, Summa Cum Laude, from Texas Tech University in May 2002. He attended graduate school at Texas Tech University from 2003 to 2005, where he received a M.S. in Mathematics and Statistics in May 2005.

Marinos C. Baghdati

Executive Vice President of Operations

Age: 46

2023 PROXY STATEMENT

Stephen D. Brooks started his employment with Ring on October 1, 2020, in the capacity of Vice President of Land, Legal, Human Resources and Marketing. On November 30, 2020, he was promoted to the title of Executive Vice President of Land, Legal, Human Resources and Marketing and currently still holds that position with Ring.

From May 2019 to April 2020, he held the position of Vice President of Land, Legal, People & Culture and Corporate Services with SandRidge. Prior to employment at SandRidge, Mr. Brooks served as Vice President of Land for both Yuma Energy, Inc. from February 2016 to May 2019, and for the Gulf Coast Region of Duncan Energy Company from 2000 to 2015, where at both of these companies he was responsible for all land department functions. Prior to becoming the Vice President, Mr. Brooks was the Land Manager for the Gulf Coast Region of Duncan from 1991 to 2000.

Before spending 24 years with Duncan, Mr. Brooks was the Land Manager Gulf Coast Region for Ladd Petroleum Corporation from 1984 to 1990, when he became Ladd's Exploration Manager until 1991. Mr. Brooks also held landman positions at Patrick Petroleum Corporation, Santa Fe Energy Company and started his career in 1977 with Shell Oil Company.

Mr. Brooks is a Certified Professional Landman and a member of the American Association of Professional Landmen. Mr. Brooks holds a BBA in Petroleum Land Management from The University of Texas at Austin.

Stephen D. Brooks

Executive Vice President of Land, Legal, Human Resources and Marketing