UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.  ___)

Filed by the Registrant  T

Filed by a Party other than the Registrant  £

Check the appropriate box:

NORTHERN OIL AND GAS, 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):

1)

Title of each class of securities to which transaction applies:

2)

Aggregate number of securities to which transaction applies:

3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

4)

Proposed maximum aggregate value of transaction:

5)

Total fee paid:

 

£	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

1)

Amount Previously Paid:

2)

Form, Schedule or Registration Statement No.:

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Filing Party:

4)

Date Filed:

 

315 Manitoba Ave. ● Suite 200

Wayzata, Minnesota 55391

April 22, 2016

Dear Shareholder:

We are pleased to invite you to attend the 2016 Annual Meeting of Shareholders of Northern Oil and Gas, Inc., to be held at the Loews Minneapolis Hotel, 601 1^st Avenue North, Minneapolis, Minnesota 55403, on May 26, 2016, commencing at 8:30 a.m. Central Time

The formal notice of the meeting and proxy statement follow this cover letter.  Enclosed with this proxy statement are your proxy card, a return envelope and a copy of our Annual Report on Form 10-K, for the year ended December 31, 2015. 

We hope you are able to attend the meeting.

Thank you.

Northern Oil and Gas, Inc.

Michael L. Reger

Chief Executive Officer

NORTHERN OIL AND GAS, INC.

315 Manitoba Ave. ● Suite 200

Wayzata, Minnesota 55391

NOTICE OF 2016 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 26, 2016

To the Shareholders of Northern Oil and Gas, Inc.:

Notice is hereby given that the 2016 Annual Meeting of Shareholders of Northern Oil and Gas, Inc., a Minnesota corporation, will be held at the Loews Minneapolis Hotel, 601 1^st Avenue North, Minneapolis, Minnesota 55403, on May 26, 2016, at 8:30 a.m. Central Time (the "Annual Meeting").  The Annual Meeting is being held for the following purposes:

1.	To elect six directors to serve until the Annual Meeting of Shareholders in 2017;

2.	To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016;

3.	To approve an amendment to our Articles of Incorporation to increase the number of authorized shares of common stock;

4.	To approve an amendment to add shares to our 2013 Incentive Plan; and

5.	To approve, by a non-binding advisory vote, the compensation paid to our named executive officers.

Only shareholders of record at the close of business on March 31, 2016, are entitled to notice of, and to vote at, the Annual Meeting, or any adjournment(s) or postponement(s) thereof.

Your vote is important.  You may vote your shares in person at the Annual Meeting, via the Internet, by telephone or by mail.  Please refer to the section "Voting Instructions" for detailed voting instructions.  If you choose to vote in person at the Annual Meeting, via the Internet or by telephone, you do not need to mail in a proxy card or other voting instructions.  Whether or not you are able to attend the meeting in person, we urge you to vote your shares as promptly as possible.

Due to space limitations, attendance is limited to shareholders and one guest each.  Admission to the Annual Meeting is on a first-come, first-served basis.  A valid government-issued picture identification and proof of stock ownership as of the record date may be required in order to attend the meeting.  If you hold Northern Oil and Gas, Inc. stock through a broker, bank, trust or other nominee, please bring a copy of a statement reflecting your stock ownership as of the record date.  If you plan to attend as the proxy of a shareholder, you must present a legal proxy.  Cameras, recording devices and other electronic devices are not permitted.

We look forward to seeing you at the Annual Meeting.

On behalf of the Board of Directors

Michael L. Reger

Chief Executive Officer

Wayzata, Minnesota

April 22, 2016

TABLE OF CONTENTS

NORTHERN OIL AND GAS, INC.

315 Manitoba Ave. ● Suite 200

Wayzata, Minnesota 55391

PROXY STATEMENT

2016 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 26, 2016

THE ANNUAL MEETING

VOTING INSTRUCTIONS

§	by filing a written notice of revocation with our corporate secretary prior to commencement of the Annual Meeting;

§	by submitting another proper proxy with a more recent date than that of the proxy first given by signing, dating and returning a proxy card to our company by mail; or

§	by attending the Annual Meeting and voting in person.

 

Multiple Proxy Cards.  If you receive more than one broker proxy card or voting instruction card, it likely means that you have multiple accounts with one or more holders of record.  Please vote all of the shares.

Revoking your Proxy.  If your shares are held in street name, you must contact your holder of record to revoke your proxy.

Voting Rules

By granting us your proxy, you authorize the individuals named on the proxy card or other instructions to represent you and vote your shares in the manner you indicate at the Annual Meeting or at any adjournment or postponement thereof.  Shares represented by a proxy properly submitted prior to the Annual Meeting will be voted at the Annual Meeting in the manner specified on such proxy.  If you return a proxy card but do not specify how you want to vote your shares at the Annual Meeting, your shares will be voted in accordance with the recommendation of our board of directors on each proposal.

Voting List

Our bylaws require that we make available for inspection by any shareholder, at least ten days before each meeting of the shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, for a period of ten days prior to such meeting and during the whole time of the meeting.

Such list will be available for inspection during normal business hours by appropriate parties at our principal executive offices located at 315 Manitoba Ave., Suite 200, Wayzata, Minnesota 55391.  If you would like to review such list, please contact Investor Relations in advance via telephone at (952) 476-9800 or by mail to Northern Oil and Gas, Inc., 315 Manitoba Ave., Suite 200, Wayzata, Minnesota 55391, Attention: Investor Relations.

Tabulating the Vote

Broadridge Financial Solutions will tabulate votes in preparation for the Annual Meeting and will provide a third-party representative to act as inspector of election at the Annual Meeting.  All votes received prior to the meeting date, and all votes cast at the Annual Meeting, will be tabulated by Broadridge Financial Solutions, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes.

Other Information

We will bear the cost of soliciting proxies.  In addition to this notice by mail, we request and encourage brokers, custodians, nominees and others to supply proxy materials to shareholders and we will reimburse them for their expenses.  Our officers and employees may, by letter, telephone, facsimile, electronic mail, or in person, make additional requests for the return of proxies, although we do not reimburse our own employees for soliciting proxies.  We have engaged Morrow & Co., LLC, 470 West Ave., Stamford, CT 06902, to assist us in the solicitation of proxies and provide related advice and informational support for a services fee and the reimbursement of customary disbursements that are not expected to exceed $13,000 in the aggregate.

Shareholders are not entitled to any dissenter's or appraisal rights for any of the proposals set forth in this Proxy Statement.

CORPORATE GOVERNANCE

Our Board of Directors and Committees

Meetings and Attendance

During the 2015 fiscal year, our board of directors held eight meetings, our audit committee held five meetings, our compensation committee held six meetings and our nominating committee held one meeting.  Each board member attended at least 75% of the aggregate of the board of directors meetings held in 2015 and the audit, compensation and nominating committee meetings held in 2015 for which he or she was a committee member.

Board Committees

The board of directors has standing audit, compensation and nominating committees.  All three committees consist solely of independent directors.  The table below shows the current membership of the committees and identifies our independent directors.

___________________________

*	Denotes committee chairperson.

+	Mr. Weber has served as chairman of the board of directors since January 2016.

We have adopted written charters for each of our committees.  Current copies of all committee charters appear on the corporate governance section of our website at www.northernoil.com and are available in print upon written request to Northern Oil and Gas, Inc., 315 Manitoba Ave., Suite 200, Wayzata, Minnesota 55391, Attention: Corporate Secretary.

Audit Committee and Financial Expert

The audit committee's primary function is to assist our board of directors in its general oversight of our company's corporate accounting, financial reporting, internal control and audit functions.  The audit committee's main duties include recommending a firm of independent certified public accountants to audit the annual financial statements, reviewing the independent auditor's independence, the financial statements and their audit report and reviewing management's administration of the system of internal accounting controls.  Ms. Bromiley is an "audit committee financial expert" as defined in the applicable Securities and Exchange Commission ("SEC") rules.  Each of our current audit committee members and each member who served on the committee in 2015 is considered to be an "independent director" as defined in the NYSE MKT Company Guide.

To assist the audit committee in fulfilling its duties, our management provides the committee with information and reports as needed and requested.  Our audit committee is also provided access to our general counsel and has the ability to retain outside legal counsel or other experts at its sole discretion if it deems such action to be necessary.

Compensation Committee

Our compensation committee charter authorizes our compensation committee to review and approve annual base salary and incentive compensation levels, employment agreements and benefits of the chief executive officer and other key executives, as well as equity-based compensation awarded to any employee.  The compensation committee charter provides that the committee may retain consultants and advisors to advise the committee on compensation issues requiring outside expertise.  The compensation committee may also consult with our audit committee and our independent auditors for the purpose of reviewing any calculations required under any company incentive compensation plans.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee is a former or current officer or employee of our company or is an executive officer of another company where an executive officer of our company serves as a director.

Nominating Committee

Our nominating committee charter provides that persons nominated for election or appointment as directors shall be evaluated by the nominating committee in light of their education, reputation, experience, independence, leadership qualities, personal integrity and such other criteria as the nominating committee deems relevant.  The nominating committee does not have a specific policy as to considering diversity in identifying nominees for director, however seeking to build a board with diversity of experience and skills is one of the other criteria that the nominating committee may deem relevant in its evaluation.

Our nominating committee has adopted specific qualifications that they believe are necessary and appropriate for membership on our board of directors.  The nominating committee identifies and evaluates nominees through internal discussions with committee members, management and other board members.  The nominating committee meets annually to review board qualifications, assess whether our existing board members meet those qualifications and discuss whether any additional individuals should be nominated to serve on our board of directors.

Pursuant to procedures adopted by our nominating committee, shareholders who wish to recommend individuals for consideration by our nominating committee to become nominees for election to our board of directors may do so by submitting a written recommendation to our nominating committee, c/o Corporate Secretary, 315 Manitoba Avenue, Suite 200, Wayzata, MN 55391.  Submissions must include a written recommendation and the reason for the recommendation, biographical information concerning the recommended individual, including age, a description of the recommended individual's past five years of employment history and any past and current board memberships.  The submission must be accompanied by a written consent of the individual to stand for election if nominated by our nominating committee and to serve if elected by our board of directors or our shareholders, as applicable.  Alternatively, shareholders may directly nominate a person for election to our board of directors by complying with the procedures set forth in our bylaws, any applicable rules and regulations of the Securities and Exchange Commission and any applicable laws.

Our nominating committee charter provides that the nominating committee may retain consultants and advisors to assist it in the process of identifying and evaluating candidates.  The nominating committee may also seek advice from our regular counsel or retain separate counsel to assist it in the execution of its responsibilities.

Code of Business Conduct and Ethics

The board of directors has adopted the Northern Oil and Gas, Inc. Code of Business Conduct and Ethics that applies to our directors and employees.  A current copy of our Code of Business Conduct and Ethics can be found on the corporate governance section of our website at www.northernoil.com and is available in print upon written request to Northern Oil and Gas, Inc., 315 Manitoba Ave., Suite 200, Wayzata, Minnesota 55391, Attention: Corporate Secretary.

Board Member Attendance at Annual Meetings

We encourage all of our directors to attend the annual meeting of shareholders.  We generally hold a board meeting coincident with the annual shareholders' meeting to minimize director travel obligations and facilitate their attendance at the annual shareholders' meeting.  All of our directors attended our 2015 annual meeting of shareholders.  We anticipate that all of our directors will attend the Annual Meeting.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table presents information, to the best of our knowledge, about the beneficial ownership of our common stock on March 31, 2016, held by those persons known to beneficially own more than 5% of our capital stock, by our directors and director nominees, by our named executive officers (as defined under "Executive Compensation" below) and by our directors and executive officers as a group.  The percentage of beneficial ownership for the following table is based on 63,732,441 shares of common stock outstanding as of March 31, 2016.

Beneficial ownership is determined in accordance with the rules of the SEC and does not necessarily indicate beneficial ownership for any other purpose.  Under these rules, beneficial ownership includes those shares of common stock over which the shareholder has sole or shared voting or investment power.  It also includes (unless footnoted) shares of common stock that the shareholder has a right to acquire within 60 days after March 31, 2016 through the exercise of any option or other right.  The percentage ownership of the outstanding common stock, however, is based on the assumption, expressly required by the rules of the SEC, that only the person or entity whose ownership is being reported has converted options into shares of our common stock.

__________

*	Denotes less than 1% ownership.

(1)

As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security).  The address of each member of management and each director is care of our company.

 

 

 

(2)

The number of shares indicated is based on information reported to the SEC in an amended Schedule 13G filed by BlackRock, Inc. on January 27, 2016, and reflects beneficial ownership as of December 31, 2015.  BlackRock, Inc. has sole voting power with respect to 5,348,217 shares and sole dispositive power with respect to 5,498,238 shares.

(3)

The number of shares indicated is based on information reported to the SEC in a Schedule 13G filed by Fine Capital Partners, L.P. on February 16, 2015, and reflects beneficial ownership as of December 31, 2015.  Fine Capital Partners, L.P., Fine Capital Advisors, LLC and Debra Fine have shared voting power with respect to 6,228,555 shares and shared dispositive power with respect to 6,228,555 shares.

(4)

The number of shares indicated is based on information reported to the SEC in an amended Schedule 13G filed by FMR LLC on March 10, 2016, and reflects beneficial ownership as of February 29, 2016.  FMR LLC has no sole voting power and has sole dispositive power with respect to 6,074,233 shares.  Members of the Johnson family, including Abigail P. Johnson, Director, Vice Chairman, CEO and President of FMR LLC, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC.  The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares.  Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed to form a controlling group with respect to FMR LLC.  Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by various investment companies (the "Fidelity Funds") advised by Fidelity Management & Research Company ("FMR Co"), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds' Boards of Trustees.  FMR Co carries out the voting of the shares under written guidelines established by the Fidelity Funds' Boards of Trustees.

(5)

The information is based on information reported to the SEC in an Amended Schedule 13D filed by TRT Holdings, Inc., Cresta Investments, LLC, Cresta Greenwood, LLC and Robert B. Rowling (the "Reporting Persons") on November 28, 2014, as amended on February 24, 2016, as well as additional information reported to the SEC on a Form 4 filed on behalf of Robert B. Rowling on February 26, 2016.  The Reporting Persons beneficially own, in the aggregate, 12,461,885 common shares. TRT Holdings, Inc. has sole voting power and sole dispositive power with respect to 7,169,741 shares.  Cresta Investments, LLC has sole voting power and sole dispositive power with respect to 3,947,921 shares.  Cresta Greenwood, LLC has sole voting power and sole dispositive power with respect to 1,344,223 shares.  Mr. Rowling beneficially owns all 12,461,885 common shares held directly by TRT Holdings, Inc., Cresta Investments, LLC and Cresta Greenwood, LLC.  Mr. Rowling beneficially owns the common shares held directly by TRT Holdings, Inc. due to his ownership of all of the shares of Class B Common Stock of TRT Holdings, Inc.  Mr. Rowling beneficially owns the common shares held directly by Cresta Investments, LLC and Cresta Greenwood, LLC due to his direct and indirect ownership of 100% of the ownership interests in such entities.

(6)

The number of shares indicated is based on information reported to the SEC in an amended Schedule 13G filed by The Vanguard Group on February 11, 2016, and reflects beneficial ownership as of December 31, 2015.  The Vanguard Group has sole voting power with respect to 74,199 shares, sole dispositive power with respect to 4,332,562 shares and shared dispositive power with respect to 69,499 shares.  Vanguard Fiduciary Trust Company ("VFTC"), a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 69,499 shares as a result of its serving as investment manager of collective trust accounts.  Vanguard Investments Australia, Ltd. ("VIA"), a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 4,700 shares as a result of its serving as investment manager of Australian investment offerings.

(7)	Includes 1,000 shares held by Mr. Reger's spouse.

(8)	Includes 55,872 shares subject to options held by Ms. Bromiley.

(9)	Includes 86,000 shares subject to options held by Mr. King.

(10)	Includes 250,000 shares subject to options held by Mr. Weber.

(11)	Consists of all shares held by directors and current executive officers at March 31, 2016.  Includes 1,000 shares held by Mr. Reger's spouse, and an aggregate of 391,872 shares covered by options held by our directors.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our officers, directors and persons who own more than 10% of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC.  Such officers, directors and shareholders are required by the SEC to furnish us with copies of all such reports.  To our knowledge, based solely on a review of copies of reports filed with the SEC during the last fiscal year, all applicable Section 16(a) filing requirements were timely filed and met.

ELECTION OF DIRECTORS

Our board of directors represents the interests of our shareholders as a whole and is responsible for directing the management of the business and affairs of our company as provided by Minnesota law.  Directors are elected each year at the annual meeting by our shareholders.  We do not have a classified board of directors.  Six directors will be elected at this year's meeting.  Each director's term will last until the 2017 Annual Meeting of Shareholders and until he or she is succeeded by another qualified director who has been elected.  All the nominees are currently directors of our company.  There are no familial relationships between any of our directors and executive officers.

Directors and Director Nominees

If a nominee is unavailable for election, the proxy holders may vote for another nominee proposed by the board of directors or the board may reduce the number of directors to be elected at the meeting.  Set forth below is information furnished with respect to each nominee for election as a director.

Mr. Reger is a founder of our predecessor, Northern Oil and Gas, Inc., and has served as chief executive officer and a director of our company since March 2007.  Mr. Reger has been involved in the acquisition of oil and gas mineral rights for his entire career.  Mr. Reger began working the oil and gas leasing business for his family's company, Reger Oil, in 1992 and worked as an oil and gas landman for Reger Oil from 1992 until co-founding Northern in 2006.  Mr. Reger holds a B.A. in Finance and an M.B.A. in finance/management from the University of St. Thomas in St. Paul, Minnesota.  The Reger family has a history of acreage acquisition in the Williston Basin dating to 1952.

 

Mr. Grabb has served as a director since May 2007 and is a Registered Petroleum Geologist with over 30 years of experience in the oil and gas industry.  Mr. Grabb provides both geological and industry expertise as it relates to our exploration prospects and drilling programs.  Mr. Grabb was the Senior Geological Advisor for Samson Energy, a large privately held exploration and production company headquartered in Tulsa, Oklahoma, from March 2014 to March 2016.  He previously worked as the Exploration Manager for Samson Resources Company, from March 2007 to March 2014.  Prior to that, Mr. Grabb served as a geologist for Newfield Exploration from April 2003 to March 2007.  Mr. Grabb holds B.S. and M.S. Degrees in geology from Montana State University.  Mr. Grabb is also a member of the American Association of Petroleum Geologists and the Society of Petroleum Engineers.

Mr. Jamison has served as a director since August 2011 and has served as the Chairman and Chief Executive Officer of the Jamison Group LLC, which advises private landowners regarding large land exchanges with the U.S. Federal Government, since 2009.  Prior to founding the Jamison Group in 2009, Mr. Jamison served from 1994 to 2009 as a Partner in the firm of Jamison and Sullivan, Inc., a diversified consulting firm that specialized in advising start-up companies regarding business development matters, lobbying on behalf of local governments and educational institutions, and assisting companies with development of business opportunities in foreign countries.  Mr. Jamison was appointed by President George H. W. Bush, and served from 1989 to 1993 as the National Director of the Bureau of Land Management, Department of the Interior.  Mr. Jamison also served from 1981 to 1993 as the Legislative Advisor of the Interior and Insular Affairs Committee (renamed the Natural Resources Committee), U.S. House of Representatives.  Mr. Jamison holds a B.S. degree from Montana State University.

Mr. King has served as a director since May 2007 and has worked in various management positions, including land management, with Hancock Enterprises, a privately held independent oil and gas exploration and production company based in Billings, Montana, since 1983.  Mr. King has been actively working in the Williston Basin and the Northern Rockies for over 30 years.  Throughout his career Mr. King has been very involved in regional industry and local civic affairs, including his sixteen years of service on the Montana Board of Oil and Gas Conservation Commission as a Commissioner (Gubernatorial appointment), Board of the Montana Petroleum Association, Western Montana BLM Advisory Council, U of MT President's Advisory Council, and the Finance Committee for the Montana Community Foundation.  Mr. King was a founding member of the Board of Directors for Crown Butte Resources, Ltd., and served from 1987 to 1996.  Mr. King holds a degree in Economics from the University of Montana.

Mr. Weber has served as a director since August 2011 and as Chairman of the Board since January 2016.  He also serves as Chairman and Chief Executive Officer of PennEnergy Resources, LLC, a private equity-backed independent oil and gas operator focused on the Marcellus Shale and Utica Shale in Pennsylvania.  Prior to co-founding PennEnergy in June 2011, he was President of Atlas Energy, Inc. from September 2009 to February 2011, President and Chief Operating Officer of Atlas Energy Resources, LLC from April 2006 to February 2011, and a director of Atlas Energy Resources, LLC from December 2006 to September 2009.  Atlas, which was sold to Chevron Corporation in 2011, operated more than 10,000 oil and gas wells in four different basins, and was a pioneer in the development of the Marcellus Shale in the Appalachian Basin.  In addition, Atlas owned and controlled the general partner of Atlas Pipeline Partners, L.P., a mid-stream MLP having pipeline and natural gas processing assets in the Appalachian Basin and Mid-Continent region. Prior to joining Atlas, Mr. Weber spent 14 years at McDonald & Company Securities, Inc., subsequently acquired by KeyBanc Capital Markets, where he founded that firm's Energy Group.  Mr. Weber holds a B.S. in Finance from Miami University (Ohio) and an M.B.A. from Tulane University.

Each nominee brings a unique set of skills to our board of directors.  The board of directors believes the nominees as a group have the experience and skills in areas such as the oil and gas industry, finance, risk management, marketing and corporate governance that are necessary to effectively oversee our company.  Set forth below are the conclusions reached by our board of directors as to why each nominee is qualified for service as a director of our company.

●

Mr. Reger has been a director and our chief executive officer since our inception and has worked in the oil and gas industry for more than 20 years.  Mr. Reger provides unique industry knowledge related to acquiring mineral leases and brings a deep relationship base with various oil and gas companies in the Williston Basin.

●	Ms. Bromiley has extensive experience as a chief financial officer and leader within various companies across the oil and gas industry.  Ms. Bromiley provides expertise in the areas of financial reporting, accounting, capital markets, internal controls and corporate governance.

●	Mr. Grabb is a registered petroleum geologist with over 30 years of experience in the oil and gas industry. Mr. Grabb provides both geological and industry expertise as it relates to our exploration prospects and drilling programs.

●	Mr. Jamison has extensive business and governmental experience in the areas of land management and mineral rights that brings a unique perspective to our board of directors.

●	Mr. King has over 30 years of experience in the oil and gas industry.  Mr. King provides expertise in the areas of evaluating, acquiring and managing oil and gas interests, as well as our exploration prospects.

●	Mr. Weber has extensive experience in the oil and gas industry, and provides us with expertise in financial structuring, capital markets and risk management.

 

Required Vote

Election to our board of directors of each of the nominees named above requires the affirmative vote of a plurality of the voting power of the outstanding shares of our common stock present and entitled to vote on the election of directors.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU

VOTE "FOR" THE ELECTION OF ALL OF THE NOMINEES.

 

 

 

 

		Fiscal Year Ended
		December 31, 2015				December 31, 2014
Audit Fees		$	475,600			$	478,154
Audit-Related Fees			-				-
Tax Fees			3,190	(1)			59,500	(1)
All Other Fees			-				-
Total		$	478,790			$	537,654

________________

(1)	Tax related fees in 2015 and 2014 consisted of fees related to analyzing potential net operating loss carryforward utilization limits.

Audit fees were for professional services rendered for the audits of the financial statements, review of interim financial statements, reviews of income tax provisions, audits of statutory financial statements, comfort letters in connection with offerings, consents and the review of documents we filed with the SEC.  The percentage of hours spent by each of Grant Thornton and Deloitte on these services that were attributable to work performed by persons not employed by Grant Thornton and Deloitte, as applicable on a full-time permanent basis did not exceed 50%.

The audit committee of the board of directors has determined that the provision of services covered by the foregoing fees is compatible with maintaining the principal accountant's independence.

Pre-Approval Policies and Procedures of Audit Committee

Our audit committee has adopted pre-approval policies and procedures to ensure the continued independence of our auditor.  As a general rule, we will only engage our auditors for non-audit-related work if those services enhance and support the attest function of the audit or are an extension to the audit or audit-related services.

Our audit committee annually evaluates our auditors' independence, professional capability and fees based on a variety of factors.  The committee annually obtains from the auditor a formal written statement delineating all relationships between the auditor and our company, consistent with Independence Standards Board Standard 1 and engages in a dialogue with the auditor with respect to any disclosed relationships or services that may impact the objectivity and independence of the auditor.

The audit committee takes appropriate action to oversee the independence of the auditor, which includes review and approval of the auditors' annual audit plan and audit scope including a description of key functions and/or locations to be audited, a general description of each of the non-audit services provided or to be provided and an estimate of audit and non-audit fees and costs for the year and actual versus estimated for the preceding year.  The committee ascertains whether resources are reasonably allocated as to risk and exposure and makes any recommendations that might be required to more appropriately allocate the auditors' efforts.

The audit committee appraises the efficiency and effectiveness of the audit efforts and of financial accounting and reporting systems through scheduled meetings with the auditors and ensures that management places no restrictions on the scope of audits or examinations.  The lead audit partner will review with the committee the services the auditor expects to provide and the related fees, as appropriate. In addition, management will provide the committee with periodic updates of any non-audit services that the auditor has been asked to provide or may be asked to provide in the future.

The committee pre-approved all of the services we received from Grant Thornton and Deloitte during 2015.

Required Vote

The affirmative vote of the holders of the greater of (1) a majority of the shares of common stock present in person or by proxy at the meeting and entitled to vote or (2) a majority of the minimum number of shares entitled to vote that would constitute a quorum for the transaction of business at the meeting is required for approval of this Proposal 2.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU

VOTE "FOR" THIS PROPOSAL 2.

AUDIT COMMITTEE REPORT

The audit committee of the board is composed of three non-employee directors who meet NYSE MKT independence requirements.  Information as to these persons, as well as their duties, is provided under the caption "Our Board of Directors and Committees."  The committee met five times during 2015 and reviewed a wide range of issues, including the objectivity of the financial reporting process and the adequacy of internal controls.  In addition, the committee received reports and reviewed matters regarding ethical considerations and business conduct and monitored compliance with laws and regulations.  Prior to filing our annual report on Form 10-K, the committee also met with our management and internal auditors and reviewed the current audit activities, plans and results of selected internal audits.  The committee also met privately with the internal auditors and with representatives of our independent registered public accounting firm to encourage confidential discussions as to any accounting or auditing matters.

The audit committee has (a) reviewed and discussed with management and our independent registered public accounting firm our audited financial statements for the year ended December 31, 2015, management's assessment of the effectiveness of our internal control over financial reporting, and our independent registered public accounting firm's evaluation of our internal control over financial reporting; (b) discussed with our independent registered public accounting firm the matters required to be discussed by applicable standards of the Public Company Accounting Oversight Board (the "PCAOB"); and (c) received the written disclosures and the letter from our independent registered public accounting firm as required by applicable requirements of the PCAOB regarding the independent accountant's communications with the audit committee concerning independence and discussed with representatives of our independent registered public accounting firm its independence.

Based on the review and discussions referred to above, the audit committee recommended to our board of directors that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2015, including all amendments, for filing with the SEC.

The name of each person who serves as a member of our audit committee is set forth below.

APPROVE AN AMENDMENT TO OUR ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

We are asking our shareholders to approve an amendment to our articles of incorporation to increase our number of authorized shares of common stock by 50%, from 95,000,000 to 142,500,000.  Our board of directors has unanimously approved the proposed amendment, and recommends that our shareholders approve the proposed amendment.  The proposed amendment will not increase our number of authorized shares of preferred stock. The foregoing description of the proposed amendment is a summary and is subject to the full text of the proposed amendment, which is attached to this proxy statement as Appendix A.

Our board of directors believes that the proposed increase in the number of authorized shares of common stock is desirable to enhance our flexibility in taking possible future actions, such as raising additional equity capital, exchanging equity for debt or other transactions that have similar effect, stock-based acquisitions, entering into strategic relationships, stock splits and dividends, equity compensation awards or other corporate purposes. The proposed amendment will allow us to accomplish these objectives. We do not have any current plans for use of the additional common stock proposed to be authorized. However, by approving this increase now, in advance of any specific need, we believe we will be able to act in a timely manner when such a need arises or the board of directors believes that it is in the best interests of our company and our shareholders to take action, without the delay and expense that would be required at that time in obtaining shareholder approval of such an increase at a special meeting of shareholders.

We have historically issued common stock for the following purposes:

·	To finance the acquisition and development of oil and natural gas properties; and

·	To compensate, attract and retain our employees and directors, and other eligible parties, through participation in our equity compensation plans.

The number of shares of common stock we have outstanding has not significantly changed in the last five years, with moderate changes due primarily to share issuances and forfeitures under our equity compensation plans, as well as company share repurchases during 2013 and 2014.

We currently have 95,000,000 shares of authorized common stock.  As of the March 31, 2016 record date, we had 63,732,441 shares of common stock issued and outstanding.  As of the same date, we also had 733,400 shares of common stock reserved for issuance under outstanding options and other awards under our shareholder-approved equity compensation plans, and 1,006,011 shares of common stock reserved for issuance in connection with future awards available for grant under our shareholder-approved 2013 Incentive Plan. As a result, as of the March 31, 2016 record date, we had only approximately 29,528,148 authorized shares of common stock that were not reserved and that we may issue for any future business purposes.  In addition, if Proposal 4 is approved by our shareholders at the Annual Meeting, an additional 1,600,000 shares of common stock would be reserved for future issuance under our 2013 Incentive Plan.

The additional common stock proposed to be authorized will have rights identical to, and have the same rights and privileges as, our currently authorized and outstanding common stock. Under our articles of incorporation, shareholders do not have preemptive rights to subscribe to additional shares of common stock that we may issue. This means that current shareholders do not have a prior right to purchase any new issue of our capital stock in order to maintain their proportionate ownership of common stock. Use of the additional shares proposed to be authorized will not require shareholder approval unless required under Minnesota corporate law or by the rules of any national securities exchange on which our common stock is then listed.

 

Our board of directors does not intend to issue any shares of common stock except for purposes and on terms that the board believes to be in the best interests of our shareholders and our company. However, depending on the purpose and terms of issuance at the time, if we issue additional shares of common stock or other securities convertible into common stock in the future, it could dilute the voting rights of existing shareholders and could also dilute earnings per share and book value per share of existing shareholders. The increase in authorized common stock could also make more difficult or discourage attempts to obtain control of our company, thereby having an anti-takeover effect. However, the board of directors does not intend or view the proposed increase in authorized shares of common stock as an anti-takeover measure, and the increase is not being proposed in response to any known threat to acquire control of our company.

If the amendment to the articles of incorporation is approved by our shareholders, it will become effective upon filing of articles of amendment to our articles of incorporation with the Secretary of State of the State of Minnesota, which filing we expect to make soon after the Annual Meeting.

New Plan Benefits
2013 Incentive Plan, as amended
Name and Position		Number of Shares (#)
Michael Reger, CEO			-
Thomas Stoelk, CFO			56,258
Erik Romslo, EVP, General Counsel & Secretary			-
Brandon Elliott, EVP, Corporate Development & Strategy			-
Darrell Finneman, Former EVP, Land			-
All current executive officers, as a group			56,258
All current directors who are not executive officers, as a group			-
All employees who are not executive officers, as a group			-

NONBINDING ADVISORY VOTE TO APPROVE

THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS

In accordance with Section 14A of the Securities Exchange Act of 1934, as amended, and Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the following proposal, commonly known as a ''Say on Pay'' proposal, provides our shareholders with a separate nonbinding advisory vote to approve the compensation of our named executive officers.  The named executive officers are the individuals identified in the Summary Compensation Table on page 43 of this proxy statement.  Because your vote on this proposal is advisory, it will not be binding upon us or our board of directors.  However, the compensation committee will review the results of the vote carefully and will take the results of its review into account when making future executive officer compensation decisions.

Before you vote on the resolution below, please carefully review the entire "Compensation Discussion and Analysis" beginning on page 30 and the tables, narrative disclosure and footnotes that follow the "Compensation Discussion and Analysis."  The "Compensation Discussion and Analysis" contains important information about our executive compensation program and philosophy.  It also explains how and why the compensation committee made specific decisions about the named executive officers' compensation for their 2015 performance.

Resolved, that the shareholders of Northern Oil and Gas, Inc. hereby approve, on an advisory basis, the compensation of the named executive officers in the Compensation Discussion and Analysis, the compensation tables, and the other related tables and disclosure as disclosed in this proxy statement.

Required Vote

We will consider our shareholders to have approved our executive compensation if the number of votes cast "FOR" this Proposal 5 exceeds the number of votes cast "AGAINST" this Proposal 5.  With respect to this proposal, a shareholder who abstains and a shareholder who does not vote (including a broker non-vote) will have no effect on the outcome of this Proposal 5.

THE BOARD OF DIRECTORS BELIEVES THAT

THE COMPENSATION OF OUR EXECUTIVE OFFICERS IS APPROPRIATE

AND RECOMMENDS A VOTE "FOR" THIS PROPOSAL 5.

		Performance Levels																Award Value Earned For Achievement (% of Annual Salary)
2014 Performance Goals		Threshold				Target				Maximum				Actual Company Performance				CEO				Non-CEO
Stock Performance Relative to Peer Group(1)		≥25		%		≥50		%		≥75		%			46.2	%			55.4	%			37	%
Debt-Adjusted PV-10 Per Share(2)		$	16.65			$	17.03			$	17.78			$	14.68				-				-
Proved Reserves Growth(3)			15	%			18	%			20	%			20.1	%			45	%			45	%
																			100.4	%			82	%

Lisa Bromiley (Chairperson)

Jack King

Richard Weber

__________________

Purpose		Grant Date		Restricted Shares			Vesting Period		Grant Date Fair Value ($)
February 2015 Restricted Stock Grant		2/27/2015			119,443		3 Years			1,029,599
2015 Performance Equity Award		3/31/2015			n/a		4 Years			1,254,578
New Agreement Time-Based Grant		10/7/2015			683,060		4 Years			3,749,999
New Agreement Performance-Based Grant		10/7/2015			170,765		1 Year			1,406,250

Purpose		Grant Date		Restricted Shares			Vesting Period		Grant Date Fair Value ($)
February 2015 Restricted Stock Grant		2/27/2015			78,306		3 Years			674,998
2015 Performance Equity Award		3/31/2015			n/a		4 Years			695,957

Purpose		Grant Date		Restricted Shares			Vesting Period		Grant Date Fair Value ($)
February 2015 Restricted Stock Grant		2/27/2015			49,768		3 Years			429,000
2015 Performance Equity Award		3/31/2015			n/a		4 Years			442,319

Purpose		Grant Date		Restricted Shares			Vesting Period		Grant Date Fair Value ($)
February 2015 Restricted Stock Grant		2/27/2015			43,503		3 Years			374,996
2015 Performance Equity Award		3/31/2015			n/a		4 Years			386,643

Purpose		Grant Date		Restricted Shares			Vesting Period		Grant Date Fair Value ($)
February 2015 Restricted Stock Grant		2/27/2015			6,381		3 Years			55,004
2015 Performance Equity Award		3/31/2015			n/a		4 Years			309,314

Form of All Other Compensation		Michael Reger				Thomas Stoelk				Erik Romslo				Brandon Elliott				Darrell Finneman
Vehicle Perquisites ($)			24,553				16,227				18,754				14,789				9,000
401(k) Contributions by the Company ($)			36,000				45,200				36,000				36,000				42,246
Severance – Cash ($)			-				-				-				-				220,000
Severance – Health and Dental Benefits ($)			-				-				-				-				25,152
Miscellaneous Perquisites ($)			7,409				1,147				2,152				1,955				1,703
Total ($)			67,961				62,574				56,906				52,744				298,102

		Stock Awards
Name		Number of Shares Acquired on Vesting				Value Realized on Vesting(1)
Michael Reger			48,774			$	376,593
Thomas Stoelk			49,766			$	355,854
Erik Romslo			18,007			$	111,031
Brandon Elliott			13,093			$	79,729
Darrell Finneman			10,000			$	44,200

Name and Payments/Benefits		Change in Control				Involuntary Termination(1)				Involuntary Termination Within 24 Months After a Change in Control				Change in Control Within 12 Months After an Involuntary Termination
Michael Reger
Cash ($)(2)			2,629,180				2,629,180				-				-
Car lease/insurance ($)			102,066				102,066				-				-
Stock vesting ($)(3)			6,367,537				6,367,537				-				-
Thomas Stoelk(4)
Cash ($)			-				-				-				-
Stock vesting ($)(3)			-				-				731,346				731,346
Erik Romslo(4)
Cash ($)			-				-				-				-
Stock vesting ($)(3)			-				-				349,604				349,604
Brandon Elliott
Cash ($)			-				275,000				275,000				-
Benefits continuation ($)			-				21,993				21,993				-
Stock vesting ($)(3)			-				-				360,750				360,752
Darrell Finneman(5)
Cash ($)			-				220,000				-				-
Benefits continuation ($)			-				25,152				-				-
Stock vesting ($)			-				-				-				-

Name		Fees Earned or Paid in Cash ($)				Stock Awards ($)(1)				Option Awards ($)(2)				Total ($)
Lisa Bromiley			230,000				119,992				-				349,992
Robert Grabb			95,000				119,992				-				214,992
Delos Cy Jamison			75,000				119,992				-				194,992
Jack King			160,000				119,992				-				279,992
Richard Weber			150,000				119,992				-				269,992

Plan Category		Number of securities to be issued upon exercise of outstanding options, warrants and rights				Weighted-average exercise price of outstanding options, warrants and rights				Number of securities remaining available for future issuance under equity compensation plans
Equity Compensation Plans Approved by Security Holders
2006 Incentive Stock Option Plan			141,872			$	5.18				-
2013 Equity Incentive Plan			-				-				1,868,068
Equity Compensation Plans Not Approved by Security Holders			-				-				-
Total			141,872			$	5.18				1,868,068

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Transactions with Related Persons

We are a non-operating participant in a number of wells in North Dakota that are operated by Emerald Oil, Inc. ("Emerald"), by virtue of leased acreage or working interests held by us in drilling units operated by Emerald.  As of December 31, 2015, such wells included 49 gross (8.1 net) producing wells.  Based on authorizations for expenditure (or AFEs) provided by Emerald with respect to each of the wells, the total drilling and completion costs for these 49 gross wells was estimated at approximately $506.4 million, approximately $86.6 million of which is attributable to our working interest in the wells.  Until January 2, 2016, James Russell (J.R.) Reger was a director (and until March 2014 was an executive officer) of Emerald, which is a publicly-traded company.  J.R. Reger is also the brother of our chief executive officer and director, Michael Reger.

Except as disclosed above, we had no transactions since January 1, 2015, and none are currently proposed, of the type requiring disclosure under Item 404(a) of Regulation S-K.

Related Person Transaction Review Policy

Our board of directors has adopted a written related person transaction approval policy, which we refer to as our related person policy.  Subject to the exceptions described below, our related person policy requires our audit committee to review and approve, ratify or disapprove of any proposed related person transaction.  In reviewing a transaction, our audit committee will consider all relevant facts and circumstances, including (1) whether the terms are fair to the company, (2) whether the transaction is material to the company, (3) the role the related person played in arranging the transaction, (4) the structure of the transaction, (5) the interests of all related persons in the transaction, and (6) whether the transaction has the potential to influence the exercise of business judgment by the related person or others.  Our audit committee will not approve or ratify a related person transaction unless it determines that, upon consideration of all relevant information, the transaction is beneficial to our company and the terms of the transaction are fair to our company.  It will be our policy that directors interested in a related person transaction will recuse themselves from any vote relating to a related person transaction in which they have an interest.  Under our related person policy, a related person includes any of our directors, director nominees, executive officers, any beneficial owner of more than 5% of our common stock and any immediate family member of any of the foregoing.  Related person transactions exempt from our policy include (1) compensatory arrangements with our directors and executive officers that are approved by our compensation committee, (2) transactions available to all of our employees or shareholders on the same terms, (3) transactions with another entity if the related person's interest in the transaction arises only from such person's position as a director of, and/or beneficial owner of less than 5% in, such entity, (4) transactions with another entity if the related person's interest in the transaction arises only from such person's position as a limited partner with less than a 5% interest in such entity, and (5) transactions between us and a related person that, when aggregated with the amount of all other transactions between us and the related person or its affiliates, involve $10,000 or less in a year.

NORTHERN OIL AND GAS, INC. FORM 10-K

A copy of our Form 10-K for the year ended December 31, 2015, has been made available concurrently with this Proxy Statement to all shareholders entitled to notice of and to vote at the Annual Meeting.  We will send a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, or any exhibit thereto, as filed with the Securities and Exchange Commission, to any shareholder without charge, upon written request to Northern Oil and Gas, Inc., 315 Manitoba Ave., Suite 200, Wayzata, Minnesota 55391, Attention: Investor Relations.

HOUSEHOLDING

We have adopted a procedure approved by the SEC called "householding," by which certain stockholders who do not participate in electronic delivery of proxy materials but who have the same address and appear to be members of the same family receive only one copy of our annual report and proxy statement. Each stockholder participating in householding continues to receive a separate proxy card. Householding reduces both the environmental impact of our annual meetings and our mailing and printing expenses.

If you or another stockholder with whom you share an address currently receive multiple copies of our annual report and/or proxy statement or if you hold stock in more than one account, but would like to receive only a single copy of the annual report or proxy statement for your household, please send a written request to Northern Oil and Gas, Inc., 315 Manitoba Ave., Suite 200, Wayzata, Minnesota 55391, Attention: Investor Relations or contact us by phone at +1 (952) 476-9800.  If you currently participate in in householding and would prefer to receive separate copies of our Annual Report on Form 10‑K for the year ended December 31, 2015 and this Proxy Statement, please contact us in the manner described above and we will deliver, free of charge and promptly upon receipt of your request.

SHAREHOLDER PROPOSALS FOR

2017 ANNUAL MEETING

We must receive shareholder proposals intended to be presented at our 2017 Annual Meeting of Shareholders that are requested to be included in the proxy statement for that meeting at our principal executive office no later than December 26, 2016.  Any other shareholder proposals intended to be presented, and any nominations of persons for election as directors, at the 2017 Annual Meeting of Shareholders must be received by us at our principal executive office no later than February 25, 2017.

OTHER MATTERS

The board of directors does not know of any other matter that will be presented at the annual meeting other than the proposals discussed in this proxy statement.  Under our bylaws, generally no business besides the proposals in this proxy statement may be transacted at the meeting.  However, if any other matter properly comes before the meeting, your proxies will act on such matter in their discretion.

By Order of the Board of Directors

Michael L. Reger

Chief Executive Officer

PROPOSED AMENDMENT TO ARTICLES OF INCORPORATION

If Proposal 3 is approved by the shareholders, then Article III of the Northern Oil and Gas, Inc. Articles of Incorporation will be amended and restated to read as follows (marked changes will not appear in final):

ARTICLE III

The aggregate number of shares that the Corporation has authority to issue is 100,000,000147,500,000 shares. The shares are classified in two classes, consisting of 5,000,000 shares of preferred stock, par value $.001 per share, and 95,000,000142,500,000 shares of common stock, par value $.001 per share. The Board of Directors is authorized to establish one or more series of preferred stock, setting forth the designation of each such series, and fixing the relative rights and preferences of each such series.

No shareholder of this Corporation shall have any cumulative voting rights.

No shareholder of this Corporation shall have any preemptive rights by virtue of Section 302A.413 of the Minnesota Statutes (or any similar provisions of future law) to subscribe for, purchase, or acquire any shares of the Corporation of any class, or any obligations or other securities convertible into or exchangeable for any such shares, or any rights to purchase any such shares, securities, or obligations.

 

NORTHERN OIL AND GAS, INC.

2013 INCENTIVE PLAN

(As amended May 26, 2016)

If, however, an Exchange Act Person or Group referenced in clause (A), (B) or (C) above acquires beneficial ownership of additional Company Voting Securities after initially becoming the beneficial owner of more than 50% of the combined voting power of the Company's Voting Securities by one of the means described in those clauses, then a Change in Control will be deemed to have occurred.

 

 

Notwithstanding the foregoing, to the extent that any Award constitutes a deferral of compensation subject to Code Section 409A, and if that Award provides for a change in the time or form of payment upon a Change in Control, then no Change in Control shall be deemed to have occurred upon an event described in this Section 2(g) unless the event would also constitute a change in ownership or effective control of, or a change in the ownership of a substantial portion of the assets of, the Company under Code Section 409A.

 

 

 

The minimum vesting periods specified in clauses (1) and (2) above will not, however, apply: (i) to Awards made in payment of or exchange for other earned compensation (including performance-based Awards); (ii) upon a Change in Control; (iii) to termination of Service due to death or Disability; (iv) to a Substitute Award that does not reduce the vesting period of the award being replaced; (v) to Awards made to Non-Employee Directors; and (vi) Awards involving an aggregate number of Shares not in excess of 5% of the number of Shares available for Awards under Section 4(a).

 

 

None of the Company, the Board, the Committee nor any other person involved with the administration of this Plan shall in any way be responsible for ensuring the exemption of any Award from, or compliance by any Award with, the requirements of Code Section 409A.  By accepting an Award under this Plan, each Participant acknowledges that the Company has no duty or obligation to design or administer the Plan or Awards granted thereunder in a manner that minimizes a Participant's tax liabilities, including the avoidance of any additional tax liabilities under Code Section 409A.