crk-20230423

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________

SCHEDULE 14A

(Rule 14a - 101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

_________________________

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

Check the appropriate box:


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

COMSTOCK RESOURCES, INC.

(Name of Registrant as Specified in its Charter)

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

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


x			No fee required.

o			Fee paid previously with preliminary materials.

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

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

COMSTOCK RESOURCES, INC.

Notice of 2023 Annual Meeting of Stockholders

and Proxy Statement


Please Complete, Sign, Date And Return Your Proxy Promptly


June 6, 2023 10:00 A.M. Comstock Resources, Inc. Corporate Headquarters 5300 Town and Country Blvd. Suite 300 Frisco, Texas 75034

April 27, 2023

To the Stockholders of Comstock Resources, Inc.:

We are pleased to invite you to attend the Annual Meeting of Stockholders of Comstock Resources, Inc. The meeting will be held at 10:00 a.m., local time, on June 6, 2023, at the Company's headquarters at 5300 Town and Country Blvd., 3rd Floor, in Frisco, Texas. Our Board of Directors and management look forward to greeting those of you who are able to attend in person.

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

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

•Proposal 2: To ratify the appointment of Ernst & Young LLP as our independent registered public accountants for 2023;

•Proposal 3: To approve the advisory resolution on the 2022 compensation of our named executive officers; and

•Proposal 4: To approve the frequency of future advisory resolutions on the compensation of our named executive officers.

Approval of Proposals 1, 2, 3 and 4 are not conditioned on the approval of any other proposals.

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

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


Sincerely,

M. Jay Allison
Chairman of the Board and
Chief Executive Officer

COMSTOCK RESOURCES, INC.


Notice of Annual Meeting of Stockholders

June 6, 2023

10:00 a.m. Central Time


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

ITEMS OF BUSINESS

1.To elect five director nominees to our Board of Directors.

2.To ratify the appointment of Ernst & Young LLP as our independent registered public accountants for 2023.

3.To approve the advisory resolution on the 2022 compensation of our named executive officers.

4.To approve the frequency of future advisory resolutions on the compensation of our named executive officers.

Approval of Proposals 1, 2, 3 and 4 are not conditioned on the approval of any other proposals.

RECORD DATE

If you were a holder of record of the common stock of the Company at the close of business on April 10, 2023 (the "Record Date"), you are entitled to notice of, and to vote at, the Annual Meeting.

ANNUAL REPORT

Our Annual Report to Stockholders for the year ended December 31, 2022, which is not a part of the proxy solicitation materials, is available on our website at www.comstockresources.com. If you received a printed copy of the proxy materials, a printed Annual Report was enclosed.

PROXY VOTING

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


•Telephone			•Mail			•Internet

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

This proxy statement is first being distributed on or about April 27, 2023 to holders of our common stock.

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


By Order of the Board of Directors,

Roland O. Burns
Secretary

Table of Contents


PROXY SUMMARY			1
202 2 Overview and Performance			1
Proposals for Stockholder Action			1
Recommendations of the Board of Directors Regarding the Proposals			2
Communicating with the Board of Directors			2
Governance Documents			2
Information about the Electronic Availability of Proxy Materials			2

PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 6 , 2023			3

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING			3

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

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

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

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

SUSTAINABILITY			14
Environmental			14
Social			14

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

PROPOSAL 2 TO RATIFY THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2023



AUDIT-RELATED MATTERS			18
Report of the Audit Committee			18
Audit Committee Financial Expert			19
Principal Accounting Firm Fees			19
Pre-approval Policies and Procedures			19

PROPOSAL 3 TO A PPROVE THE ADVISORY RESOL UTION ON THE 2022 COMPENSATION OF O UR NAMED EXECUTIVE OFFICERS

PROPOSAL 4 TO APPROVE THE ADVISORY R ESOL UTION ON THE FREQUENCY OF ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

EXECUTIVE COMPENSATION			21
Compensation Committee Report			21
Compensation Discussion and Analysis (CD&A)			21
202 2 Accomplishments			22
Key Compensation Program Features			23
Compensation Program Objectives			23
Advisory Vote on Executive Compensation			23
Compensation Components			24
Roles and Responsibilities			25
Determining Market Compensation			25
Other Compensation Matters			29
Summary Compensation Table			30
Grants of Plan-Based Awards in 2022			32
Outstanding Equity Awards at 2022 Fiscal Year-End			33
Stock Vested			33
Non -qualified Deferred Compensation			34
Potential Payments upon Termination or Change in Control			34
Employment Agreements			34
Potential Payments Upon Termination			34
Involuntary Termination Without Cause or Termination With Good Reason			35
Involuntary Termination Following a Change in Control			36
Ratio of Annual Compensation for the CEO to our Median Employee			36
Pay Versus Performance			37

OTHER BUSINESS			40

ADDITIONAL INFORMATION			40
Stockholder Proposals and Nominations for the 202 4 Annual Meeting			40
Electronic Delivery of Proxy Statement and Annual Report			40
Householding of Annual Meeting Materials			41
Stockholder List			41


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


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


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


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


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


	Shares Beneficially Owned
Name of Beneficial Owner	Number	Percent
Arkoma Drilling, L.P. Williston Drilling, L.P. One Cowboy Way, Frisco, Texas 75034	182,321,429 (1)	65.7%


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


M. Jay Allison
Director, Chairman of the Board of Directors and Chief Executive Officer


Roland O. Burns
Director, President, Chief Financial Officer and Secretary


Audit	Compensation	Corporate Governance/Nominating
Elizabeth B. Davis, Chair	Jim L. Turner, Chair	Morris E. Foster, Chair
Morris E. Foster	Elizabeth B. Davis	Elizabeth B. Davis
Jim L. Turner	Morris E. Foster	Jim L. Turner


Why am I receiving these materials?


Where can I find more information about proxy voting?


Who is soliciting my proxy?


How can shares be voted?


Director	Fees Earned or Paid in Cash	Stock Awards(1)	Total	Number of Outstanding and Unvested Restricted Shares as of 12/31/22
Elizabeth B. Davis	$114,500	$125,000	$239,500	7,440
Morris E. Foster	$95,500	$125,000	$220,500	7,440
Jim L. Turner	$140,750	$125,000	$265,750	7,440


PROPOSAL 2			TO RATIFY THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2023


PROPOSAL 3			TO APPROVE THE ADVISORY RESOLUTION ON THE 2022 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS


PROPOSAL 4			TO APPROVE THE ADVISORY RESOLUTION ON THE FREQUENCY OF ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS


Name			Principal Position
M. Jay Allison			Chief Executive Officer
Roland O. Burns			President and Chief Financial Officer
Daniel S. Harrison			Chief Operating Officer
Patrick H. McGough			Vice President of Operations
Daniel K. Presley			Vice President of Accounting
David J. Terry(1)			Senior Vice President of Corporate Development


	Year Ended December 31, 2022
	(in thousands)

Net cash provided by operating activities	$	1,698,388
Increase in accounts receivable	242,389
Increase in other current assets	10,296
Increase in accounts payable and accrued expenses	(229,252)
Less:
Preferred dividends	(16,014)
Exploration and development capital expenditures	(1,031,966)
Other capital expenditures	(803)
Free cash flow	$	673,038


Component	Objective	Key Features
Base Salary	Reflects each executive's level of responsibility, leadership, tenure, and contribution to the achievement of the Company's business objectives and is designed to be competitive with our peer group.	Fixed compensation that is reviewed annually and adjusted as appropriate.

Annual Incentive Award	Measures and rewards achievement of short-term performance goals that apply to the annual business plan.	Performance-based cash incentives are based on the achievement of performance goals.

Restricted Stock Awards	Motivates our executive officers to achieve our business objectives by tying incentives to the performance of our common stock over the long term; motivates our executive officers to remain with the Company over the vesting period.	Restricted stock awards which vest over three years under which the ultimate value realized varies with our common stock price.

Performance-based Restricted Stock Unit Awards	Aligns the long-term interests of our executive officers with our stockholders by determining the number of shares earned for each three-year performance period based on our TSR relative to a peer group selected by the compensation committee.	The ultimate number of units earned is based on the achievement of our TSR relative to the peer group.

Deferred Compensation Plan	Provides retirement savings and life insurance protection for our executive officers.	The Company's contributions each year equal 5% of each executive's salary and prior year's bonus, used to purchase life insurance coverage.

Employment Agreements	Provide industry appropriate post-termination compensation in certain circumstances to our CEO and President.	Severance benefits related to a change in control require that the executive's employment has been involuntarily or constructively terminated ("double trigger"). There are no golden parachute excise tax or other tax "gross-ups".

Other Benefits	401(k) Plan participation and employee welfare plan programs designed to be competitive in recruiting and retaining employees.	Our executive officers participate in the retirement and welfare plan programs on the same terms as all other employees.


Antero Resources Corporation	EQT Corporation	Range Resources Corporation
Callon Petroleum Company	Gulfport Energy Corporation	SM Energy Company
Chesapeake Energy Corporation	Matador Resources Company	Southwestern Energy Company
CNX Resources Corporation	PDC Energy, Inc.	Whiting Petroleum Corporation(1)
Coterra Energy Inc.


Executive	2022	2021	% Increase
M. Jay Allison, Chief Executive Officer	$880,000	$840,000	5%
Roland O. Burns, President and Chief Financial Officer	$600,000	$570,000	5%
Daniel S. Harrison, Chief Operating Officer	$483,000	$460,000	5%
Patrick H. McGough, Vice President of Operations	$320,000	$305,000	5%
Daniel K. Presley, Vice President of Accounting	$300,000	$285,000	5%
David J. Terry, Senior Vice President of Corporate Development	$457,000	$435,000	5%


Executive	Threshold	Target	Maximum
	(Percentage of Annual Base Salary)
M. Jay Allison, Chief Executive Officer	60%	120%	240%
Roland O. Burns, President and Chief Financial Officer	50%	100%	200%
Daniel S. Harrison, Chief Operating Officer	45%	90%	180%
Patrick H. McGough, Vice President of Operations	35%	70%	140%
Daniel K. Presley, Vice President of Accounting	35%	70%	140%
David J. Terry, Senior Vice President of Corporate Development	40%	80%	160%


	Achievement	% of Target Earned
Return on Average Equity	62%	200%
Free Cash Flow Generation	$673 million	200%
Leverage Improvement	1.1x	200%
Well Cost Efficiency (per completed lateral foot)	$1,329	0%
Full Cycle Return	4x	200%
Reserve Replacement (reserves added / production)	216%	200%
Other Key Objectives	5 of the 5 objectives were achieved	200%


Executive			Restricted Stock Awards
			(Shares)
M. Jay Allison, Chief Executive Officer			217,414
Roland O. Burns, President and Chief Financial Officer			147,786
Daniel S. Harrison, Chief Operating Officer			28,750
Patrick H. McGough, Vice President of Operations			7,619
Daniel K. Presley, Vice President of Accounting			7,589
David J. Terry, Senior Vice President of Corporate Development			13,601


Executive			PSU Awards
			(Units)
M. Jay Allison, Chief Executive Officer			78,571
Roland O. Burns, President and Chief Financial Officer			53,571
Daniel S. Harrison, Chief Operating Officer			28,750
Patrick H. McGough, Vice President of Operations			7,619
Daniel K. Presley, Vice President of Accounting			7,589
David J. Terry, Senior Vice President of Corporate Development			13,601


Level of Performance	Relative TSR Performance Over Specified Performance Period	# of Earned PSUs
Maximum	90th Percentile of Peer Group	200% of Target
Target	50th Percentile of Peer Group	100% of Target
Threshold	20th Percentile of Peer Group	50% of Target


Antero Resources Corporation	EQT Corporation	Silverbow Resources, Inc.
Chesapeake Energy Corporation	Range Resources Corporation	Southwestern Energy Company
CNX Resources Corporation	SPDR S&P Oil and Gas
Coterra Energy, Inc.	Exploration & Production ETF


Name and Principal Position	Year	Salary	Bonus (1)	Stock Awards(2)	Non-Equity Incentive Plan Compensation	Non-Qualified Deferred Compensation Earnings(3)	All Other Compensation(4)	Total
M. Jay Allison	2022	$880,000	$2,900,000	$5,912,168	$1,900,800	—	$266,605	$11,859,573
Chief Executive Officer	2021	$840,000	$5,500,000	—	$1,612,800	$714,975	$288,155	$8,955,930
	2020	$840,000	$2,900,000	—	$756,000	$597,174	$234,370	$5,327,544
Roland O. Burns	2022	$600,000	$1,144,000	$4,288,266	$1,080,000	—	$118,031	$7,230,297
President and Chief Financial	2021	$570,000	$2,944,000	—	$984,960	$451,983	$143,979	$5,094,922
Officer	2020	$570,000	$1,144,000	—	$461,700	$374,088	$71,756	$2,621,544
Daniel S. Harrison	2022	$483,000	—	$1,209,225	$782,460	—	$21,195	$2,495,880
Chief Operating Officer	2021	$460,000	—	$1,110,842	$706,560	$16,633	$19,954	$2,313,989
	2020	$460,000	—	$1,131,192	$331,200	$26,043	$19,408	$1,967,843
Patrick H. McGough	2022	$320,000	—	$320,455	$403,200	—	$18,963	$1,062,618
Vice President of Operations	2021	$305,000	—	$294,610	$351,360	$3,093	$18,018	$972,081
	2020	$305,000	—	$300,016	$164,700	$1,996	$17,540	$789,252
Daniel K. Presley	2022	$300,000	—	$319,210	$378,000	—	$20,306	$1,017,516
Vice President of Accounting	2021	$285,000	—	$292,507	$328,320	$91,617	$20,324	$1,017,768
	2020	$285,000	—	$297,860	$153,900	$183,983	$19,140	$939,883
David J. Terry(5)	2022	$457,000	—	$572,058	—	—	$19,413	$1,048,471
Senior Vice President of Corporate	2021	$435,000	—	$525,230	$584,640	$9,210	$18,440	$1,572,520
Development	2020	$435,000	—	$534,863	$274,050	$3,556	$17,842	$1,265,311


Name	Personal Aircraft Use	401(k) Matching Contributions	Life Insurance Benefits	Total
M. Jay Allison	$118,662	$18,300	$129,643	$266,605
Roland O. Burns	$58,106	$18,300	$41,625	$118,031
Daniel S. Harrison	—	$18,300	$2,895	$21,195
Patrick H. McGough	—	$18,300	$663	$18,963
Daniel K. Presley	—	$18,300	$2,006	$20,306
David J. Terry	—	$18,300	$1,113	$19,413


	Estimated Future Payouts Under Non-Equity Incentive Plan Awards
Name and Principal Position	Threshold	Target	Maximum
M. Jay Allison, Chief Executive Officer	$528,000	$1,056,000	$2,112,000
Roland O. Burns, President and Chief Financial Officer	$300,000	$600,000	$1,200,000
Daniel S. Harrison, Chief Operating Officer	$217,350	$434,700	$869,400
Patrick H. McGough, Vice President of Operations	$112,000	$224,000	$448,000
Daniel K. Presley, Vice President of Accounting	$105,000	$210,000	$420,000
David J. Terry, Senior Vice President of Corporate Development	$182,800	$365,600	$731,200


	Estimated Future Payouts Under Equity Incentive Plan Awards (Units)(1)			Restricted Stock (Shares)	Grant Date Fair Value of Stock Awards(3)
Name and Principal Position	Threshold	Target	Maximum	Number of Shares of Stock(2)
M. Jay Allison, Chief Executive Officer	39,286	78,571	157,142	217,414	$5,912,168
Roland O. Burns, President and Chief Financial Officer	26,786	53,571	107,142	147,786	$4,288,266
Daniel S. Harrison, Chief Operating Officer	14,375	28,750	57,500	28,750	$1,209,225
Patrick H. McGough, Vice President of Operations	3,810	7,619	15,238	7,619	$320,455
Daniel K. Presley, Vice President of Accounting	3,795	7,589	15,178	7,589	$319,193
David J. Terry, Senior Vice President of Corporate Development	6,801	13,601	27,202	13,601	$572,058


	Stock Awards
Name and Principal Position	Number of Shares of Stock That Have Not Vested		Market Value of Shares of Stock That Have Not Vested (1)	Number of Equity Incentive Awards That Have Not Vested		Market Value of Equity Incentive Awards That Have Not Vested (1)
M. Jay Allison	217,414	(2)	$2,980,746	78,571	(3)	$1,077,208
Chief Executive Officer
Roland O. Burns	147,786	(2)	$2,026,146	53,571	(3)	$734,458
President and Chief Financial Officer
Daniel S. Harrison	28,500	(4)	$390,735	171,004	(5)	$2,344,465
Chief Operating Officer	50,688	(6)	$694,932	152,066	(7)	$2,084,825
	28,750	(2)	$394,163	28,750	(3)	$394,163
Patrick H. McGough	7,559	(4)	$103,634	45,354	(5)	$621,803
Vice President of Operations	13,444	(6)	$184,317	40,330	(7)	$552,924
	7,619	(2)	$104,456	7,619	(3)	$104,456
Daniel K. Presley	7,504	(4)	$102,880	45,028	(5)	$617,334
Vice President of Accounting	13,348	(6)	$183,001	40,042	(7)	$548,976
	7,589	(2)	$104,045	7,589	(3)	$104,045
David J. Terry(8)	51,043	(9)	$699,800	—		—
Senior Vice President of Corporate Development

SEC Form DEF 14A filed by Comstock Resources Inc.