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2022 ANNUAL MEETING

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 ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

Civitas Resources, Inc.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

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

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April 26, 2022

Dear Stockholder:

You are cordially invited to join us for our 2022 Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting will be held on Wednesday, June 1, 2022, at 12:00 noon (MDT). The Annual Meeting will be a virtual meeting of stockholders, which will be conducted via live audio webcast. You will be able to attend the Annual Meeting online, vote, and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/CIVI2022.

We are excited to utilize the virtual stockholder meeting technology to provide expanded access as well as cost savings to our stockholders and the Company.

The materials following this letter include the formal Notice of Annual Meeting of Stockholders and the proxy statement. The proxy statement describes the business to be conducted at the Annual Meeting, including the election of eight directors; the ratification of the appointment of Deloitte & Touche LLP as our independent auditors for the 2022 fiscal year; and the approval, on a non-binding advisory basis, of the compensation of our named executive officers.

Whether you own a few or many shares of our stock, it is important that your shares be represented. Regardless of whether you participate in the Annual Meeting online, please take a moment now to vote your proxy by completing and signing the enclosed proxy card and promptly returning it in the envelope provided, or by granting a proxy and giving voting instructions by telephone or the Internet. Instructions on how to vote your shares are located on your proxy card or on the voting instruction card provided by your broker.

The officers and directors of Civitas Resources appreciate and encourage stockholder participation. We look forward to your participation at the Annual Meeting.

Sincerely,

Benjamin Dell

Chair of the Board and Interim Chief Executive Officer

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CIVITAS RESOURCES, INC.

555 17th Street
Suite 3700
Denver, Colorado 80202

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of Civitas Resources, Inc.:

Notice is hereby given that the Annual Meeting of Stockholders of Civitas Resources, Inc. (the “Company”) will be held on Wednesday, June 1, 2022, at 12:00 noon (MDT), as a virtual meeting (the “Annual Meeting”). You will be able to vote your shares and submit questions during the Annual Meeting via a live audio webcast at www.virtualshareholdermeeting.com/CIVI2022. The Annual Meeting is being held for the following purposes:

To elect eight directors named in this proxy statement to our board of directors;

To ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accountant for 2022;

To approve, on an advisory basis, the compensation of our named executive officers; and

To transact such other business as may properly come before the Annual Meeting.

These proposals are described in the accompanying proxy materials. You will be able to vote at the Annual Meeting only if you were a stockholder of record at the close of business on April 14, 2022.

By Order of the Board of Directors,

Cyrus D. Marter IV
Secretary

Denver, Colorado
April 26, 2022

YOUR VOTE IS IMPORTANT

Please sign, date, and promptly return the enclosed proxy card in the envelope provided, or grant a proxy and give voting instructions by telephone or the Internet, so that you may be represented at the Annual Meeting. Instructions are on your proxy card or on the voting instruction card provided by your broker.

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	GENERAL INFORMATION					1
	Stockholders of Record and Beneficial Owners					1
	Quorum and Voting					2
	DIRECTORS AND EXECUTIVE OFFICERS					4
	CORPORATE GOVERNANCE					8
	Our Company					8
	Corporate Governance Guidelines and Code of Business Conduct and Ethics					8
	Board Leadership					8
	Communications with the Board					9
	Director Independence					9
	Director Qualifications					9
	Independent Director Share Ownership Requirements					10
	Anti-Hedging and Anti-Pledging Policies					10
	Oversight of Risk Management					10
	Plurality Voting for Directors; Director Resignation Policy					11
	Meetings and Committees of Directors					11
	Audit Committee					12
	Compensation Committee					13
	Nominating and Corporate Governance Committee					13
	ESG Committee					14
	Attendance at Annual Meetings					14
	COMMITMENT TO ESG					15
	COMPENSATION DISCUSSION AND ANALYSIS					16
	Executive Summary					16
	Introduction					16
	Compensation Philosophy and Objectives					21
	Executive Compensation Risk Assessment					21
	Setting Executive Officer Compensation					21
	Elements of Our 2021 Compensation and Why We Pay Each Element