cpe-20230309

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. )

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Filed by a Party other than the Registrant ¨

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Callon Petroleum Company
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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ABOUT CALLON

Callon Petroleum is an independent oil and natural gas company focused on the acquisition, exploration and development of high-quality assets in the leading oil plays of South and West Texas.



			Our Values

			Responsibility			The safety of our employees, contractors and communities is of utmost importance – this is not negotiable. We recognize that we earn the right to operate every day by developing our assets responsibly and with respect for the environment. We focus on safety and protection of the environment in every operation, and all Callon representatives are authorized to “stop work” if these are at risk.


			Integrity			We always strive to do the right thing and pride ourselves on being a preferred partner. We are consistently open, honest, ethical and genuine. We do what we say and are accountable for our actions.


			Drive			Keenly focused on leading, we relentlessly challenge the status quo to meet and exceed our expectations for top-tier performance in all aspects of our business.


			Respect			We value the ideas and contributions of all team members and show consideration and appreciation for one another. We recognize and embrace each other’s differences and work towards our common goals.


			Excellence			Our business requires focused innovation and evaluation of new opportunities for resource extraction. We balance the application of new technologies and testing of new concepts with prudent risk management and thorough data analysis.


	A JOINT LETTER FROM OUR CHAIR AND OUR CHIEF EXECUTIVE OFFICER
	March 13, 2023
	DEAR FELLOW SHAREHOLDERS,
	On behalf of the Board of Directors of Callon Petroleum Company, we are pleased to invite you to our 2023 Annual Meeting of Shareholders, which will take place on April 26, 2023, at 9:00 a.m. Eastern Daylight Time (EDT), in the Boardroom of The Ritz-Carlton New York, Nomad, located at 25 West 28th Street, New York, NY. Today we are filing the Notice of Annual Meeting of Shareholders and the Proxy Statement that describe the matters to be acted upon at the meeting. This year we are asking our shareholders to elect directors; approve, on a non-binding advisory basis, the compensation of our named executive officers; vote, on a non-binding advisory basis, on the frequency of future advisory votes on the compensation of our named executive officers; and ratify the appointment of our auditors. In the past year, Callon continued to deliver operational and financial success as we profitably grew production and set a new Company record for cash flow. Going forward, we believe our business model is sustainable with a deep inventory of high-return oil projects that adhere to our “Life of Field” co-development model. The cash flow we generate will continue to be allocated to disciplined reinvestment, further debt reduction, and eventual returns of capital as we pursue shareholder value creation from multiple sources. Our focus on maintaining the sustainability of our business has not wavered. During the year, we published our third annual sustainability report where we detailed our ESG priorities including our continued progress on reducing greenhouse gas intensity and our initiatives to empower and develop a diverse workforce and enrich our communities. Your vote is important, and we encourage you to review this proxy statement and to vote promptly so that your shares will be represented at the meeting. On behalf of everyone at Callon, we want to thank you, our valued shareholders, for your continued support of the work we do. Sincerely,
L. Richard Flury Chair of the Board

Joseph C. Gatto, Jr. President, Chief Executive Officer and Director

	L. Richard Flury Chair of the Board	Joseph C. Gatto, Jr. President, Chief Executive Officer and Director

We encourage you to read our 2022 Annual Report, which includes our financial statements as of and for the year ended December 31, 2022. Please also refer to the sections captioned “Risk Factors” and “Special Note Regarding Forward-Looking Statements” in our 2022 Annual Report for a description of the substantial risks and uncertainties related to the forward-looking statements included herein.

2023 PROXY STATEMENT 3


			NOTICE OF ANNUAL
MEETING OF SHAREHOLDERS

SEC Form DEF 14A filed by Callon Petroleum Company