(1)	Title of each class of securities to which the transaction applies:

(2)	Aggregate number of securities to which the transaction applies:

(3)	Per unit price or other underlying value of the 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 the transaction:

(5)	Total fee paid:

(1)	Amount Previously Paid:

(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:

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*	A= Audit Committee; C = Compensation Committee; N&G = Nominating & Governance Committee; M = Member; C = Chair

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Q:	Why am I receiving these materials?

A:	The board of directors of Unit Corporation, a Delaware corporation, is providing these proxy materials to you in connection with our annual meeting of stockholders. The meeting will take place on May 4, 2016. As a stockholder, you are invited to attend the meeting and are entitled to and requested to vote on the items of business described in this proxy statement.

Q:	What is included in these materials?

A:	These materials include:

•	this Notice of the Annual Meeting of Stockholders and Proxy Statement (“proxy statement”); and

•	our Annual Report for the year ended December 31, 2015 (“annual report”).

Q:	Who can vote?

A:	You can vote if you were a stockholder at the close of business on the record date, March 7, 2016. On that date, there were 51,657,990 shares outstanding and entitled to vote at the meeting.

Q:	What information is contained in this proxy statement?

A:	The information relates to the various proposals to be voted on at the meeting, the voting process, the compensation of our directors and certain executive officers, and certain other required information.

Q:	What is an “NEO?”

A:	An NEO is one of the “named executive officers” for whom we provide compensation information in this proxy statement. For purposes of this proxy statement, our NEOs are:

•	Larry D. Pinkston, our CEO and President;

•	Mark E. Schell, our Senior Vice President, General Counsel, and Secretary;

•	David T. Merrill, our Senior Vice President, Chief Financial Officer, and Treasurer;

•	John H. Cromling, our Executive Vice President of Unit Drilling Company; and

•	Bradford J. Guidry, our Executive Vice President of Unit Petroleum Company.

Q:	Can I access the proxy materials on the Internet?

A:	Yes. We place the proxy materials on our website at www.unitcorp.com.

Q:	How may I obtain the company’s latest 10-K?

A:	You may go to our website, www.unitcorp.com, and download and print a copy of our Form 10-K or you can have one mailed to you at no charge by submitting a request as follows:

Q:	Who can attend the meeting?

A:	All stockholders can attend.

Q:	What am I voting on?

A:	You are voting on:

•	the election of William B. Morgan, Larry D. Pinkston, and Carla S. Mashinski to the board of directors for terms expiring in 2019;

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•	a non-binding advisory resolution to approve executive compensation as disclosed in this proxy statement; and

•	the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2016.

Q:	How do I cast my vote?

A:	If you hold your shares as a stockholder of record, you can vote in person at the meeting or you can vote by mail, telephone, or the Internet. If you are a street-name stockholder, you will receive instructions from your bank, broker, or other nominee describing how to vote your shares.

Q:	How does the board recommend I vote on the proposals?

A:	The board recommends you vote “FOR” each item.

Q:	Can I revoke my proxy?

A:	Yes. You can revoke your proxy by:

•	submitting a new proxy;

•	giving written notice before the meeting to our corporate secretary stating that you are revoking your proxy; or

•	attending the meeting and voting your shares in person.

Q:	Who will count the vote?

A:	American Stock Transfer & Trust Company, our transfer agent, will count the vote. A representative of American Stock Transfer & Trust Company will also act as the inspector of election.

Q:	How many votes must be present to hold the annual meeting?

A:

In order to conduct business and have a valid vote at the meeting, a quorum must be present in person or represented by proxies. A quorum is defined as at least a majority of the shares outstanding on the record date and entitled to vote. In accordance with our amended and restated bylaws (“bylaws”) and Delaware law, broker “non-votes” and proxies reflecting abstentions will be considered present and entitled to vote for purposes of determining whether a quorum is present.

Q:	What are broker “non-votes?”

A:

Broker “non-votes” occur when a broker is not permitted to vote shares it holds for a beneficial owner and the beneficial owner does not provide voting instructions. Shares held in a broker’s name may be voted by the broker, but only in accordance with the rules of various national and regional securities exchanges. Under those rules, the broker must follow the instructions of the beneficial owner. If instructions are not provided, the broker may generally vote on routine matters but cannot vote on non-routine matters. This means that if you do not provide voting instructions to your broker for the non-routine items on our agenda, your broker will inform the inspector of election that it does not have the authority to vote your shares with respect to those matters. This is referred to as a “broker non-vote.”

Q:	Which ballot measures are considered “routine” or “non-routine?”

A:	The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2016 (Item No. 3) is a matter considered routine under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with Item No. 3.

Q:	How many votes are required to approve the proposals?

A:

This is not a contested election (an election in which the number of nominees for director is greater than the number of directors to be elected), so directors will be elected by the affirmative vote of a majority of the votes cast. A majority of votes cast means that the number of shares voted “for” a director’s election exceeds 50% of the number of votes cast with respect to that director’s election. Votes cast will include votes for or against a director and exclude abstentions. Broker “non-votes” will be treated as though they are not votes cast and will not affect the outcome of the director elections.

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Q:	What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A:	Most of our stockholders hold their shares through a broker 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 beneficially.

Q:	What shares are included on my proxy card?

A:	Your proxy card represents all shares registered to your account in the same social security number and address. However, the proxy card does not include shares held for participants in our 401(k) plan.

Q:	What does it mean if I get more than one proxy card?

A:	Your shares are probably registered in more than one account. You should vote each proxy card you receive according to the instructions on that specific card. We encourage you to consolidate all your accounts by registering them in the same name, social security number, and address.

Q:	How many votes can I cast?

A:	On each matter, including each director position, you are entitled to one vote per share.

Q:	What happens if additional matters are presented at the meeting?

A:

Other than the items of business described in this proxy statement, we are not aware of any other business to be acted on at the meeting. If you grant a proxy, the persons named as proxyholders, Larry D. Pinkston and Mark E. Schell, will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting. If, for any unforeseen reason, one or more of the board’s nominees are not available as a candidate for director, the persons named as proxy holders will vote your proxy for that candidate or candidates as may be nominated by the board on the recommendation of the nominating and governance committee.

Q:	Where can I find the voting results of the annual meeting?

A:	The preliminary voting results will be announced at the annual meeting. The final voting results will be tallied by the inspector of election and published in a current report on Form 8-K, which we are required to file with the SEC within four business days following the annual meeting.

Q:	What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?

A:

Stockholder proposals. For a stockholder proposal to be considered for inclusion in our proxy statement for next year’s annual meeting, the written proposal must be received by our corporate secretary at our principal executive offices no later than November 24, 2016. If the date of next year’s annual meeting is moved more than 30 days before or after the anniversary date of this year’s meeting, the deadline for inclusion of proposals in our proxy statement is instead a reasonable time before we begin to print and mail our proxy materials. Proposals will also need to comply with SEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Proposals should be addressed as follows:

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•	not earlier than the close of business on January 4, 2017; and

•	not later than the close of business on February 3, 2017.

•	90 days before the meeting; and

•	10 days after public announcement of the meeting date.

Q:	How is this proxy solicitation being conducted?

A:

We have not hired a proxy solicitor to assist in the distribution of proxy materials or solicitation of proxies for our 2016 annual meeting. Some of our investor relations or select management employees may solicit proxies in person, by telephone, and by mail. None of our employees will receive special compensation for these services, which the employees will perform as part of their regular duties. We will reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to stockholders.

Q:	What is the company’s fiscal year?

A:	The company’s fiscal year is the calendar year period that ends on the 31st of December. Unless otherwise stated, all information presented in this proxy statement is based on the company’s fiscal year.

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Q:	How can I obtain the company’s corporate governance information?

A:	Our Internet website is located at www.unitcorp.com. You may also enter www.unitcorp.com/investor/governance.html for a direct link to the following information:

•	Our Bylaws;

•	Audit Committee Charter;

•	Compensation Committee Charter;

•	Nominating and Governance Committee Charter;

•	Corporate Governance Guidelines;

•	Code of Business Conduct and Ethics;

•	Accounting and Auditing Complaint Procedures;

•	Policy and Procedures with respect to Related Person Transactions; and

•	Director Independence Guidelines.

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the director, or the director’s immediate family member received as direct compensation any payment from the company in excess of $120,000 during any twelve-month period within the last three years, other than compensation for board service and pension or other forms of deferred compensation for prior service with the company, except that compensation received by an immediate family member for service as an employee of the company (other than as an executive officer) need not be considered in determining independence;

•

the director is an executive officer or employee of, or his or her immediate family member, is an executive officer of, a company, or other for profit entity, to which the company made, or from which the company received for property or services (other than those arising solely from investments in the company’s securities), payments in excess of the greater of $1 million or 2% of that company’s consolidated gross revenues in any of the last three fiscal years; or

•	the director serves as an executive officer of any tax exempt organization which received contributions from the company in any of the preceding three fiscal years in an aggregate amount that exceeded the greater of $1 million or 2% of that tax exempt organization’s consolidated gross revenues.

•	Former employees. No director will be independent if he or she is currently, or was at any time within the last three years, an employee of the company.

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•	Interlocking directorships. No director, and no immediate family member of a director, may currently be, or have been within the last three years, employed as an executive officer of another company where any of our present executive officers at the same time serves or served on that company’s compensation committee.

•	Former executive officers of company. No director will be independent if he or she has any immediate family member that is currently, or was at any time within the last three years, an executive officer of the company.

•

Former auditor. No director will be independent if (i) he or she or an immediate family member is a current partner of a firm that is the company’s internal or external auditor; (ii) the director is a current employee of such a firm; (iii) the director has an immediate family member who is a current employee of such a firm; and who participates in the firm’s audit, assurance or tax compliance (but not tax planning) practice; or (iv) the director or an immediate family member was at any time within the last three years but is no longer a partner or employee of such a firm and personally worked on the company’s audit within that time.

•	receives directly or indirectly any consulting, advisory, or compensatory fee from the company, other than fees for service as a director or fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the company (provided that such compensation is not contingent in any way on continued service); or

•	is an affiliated person of the company or its subsidiaries, as determined in accordance with SEC regulations. In this regard, audit committee members are prohibited from owning or controlling more than 10% of any class of the company’s voting securities or such lower amount as may be established by the SEC.

•	receives directly or indirectly any remuneration as specified for purposes of Section 162(m) of the Internal Revenue Code;

•	has ever been an officer of the company;

•	has a direct or indirect material interest in any transaction, arrangement or relationship or any series of similar transactions, arrangements or relationships required to be disclosed under SEC Regulation S-K Item 404(a) and involving, generally, amounts in excess of $120,000; or

•	otherwise has a relationship that is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member.

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•	audit;

•	compensation; and

•	nominating and governance.

*	Designates the chairman of the committee.

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•	selecting our independent registered public accounting firm;

•	approving all audit engagement fees and terms;

•	pre-approving all audit and non-audit services to be rendered by our independent registered public accounting firm;

•	reviewing and approving our annual and quarterly financial statements;

•	overseeing our relationship with our independent registered public accounting firm;

•	overseeing our internal audit functions;

•	reviewing with our independent registered public accounting firm and our internal audit department and management any significant matters regarding internal controls over financial reporting that may come to their attention during the conduct of their audit;

•	recommending to our board whether the financial statements should be included in our annual report on Form 10-K;

•	reviewing our earnings press releases, as well as our policies with respect to the publication of our earnings and other financial information; and

•	monitoring our ongoing risk assessment and management activities.

•	annually reviews and approves any corporate goals and objectives relevant to our CEO’s compensation, and makes recommendations to the board as to our CEO’s compensation;

•	recommends to our board the compensation of our other executive officers and certain key employees;

•	reviews the severance arrangements, change-in-control agreements, and any special or supplemental benefits or plans (if any) applicable to our NEOs;

•	administers any director and employee compensation plans, policies and programs, and discharges its duties under those plans;

•	annually evaluates the risk associated with our compensation programs and practices;

•	recommends director compensation;

•	reviews and approves the “compensation discussion and analysis” for inclusion in our proxy statement; and

•	retains and approves the fees for any compensation consultants or other advisors that assist the committee in its evaluation of director, CEO, or executive officer compensation, and assesses the independence of any such advisors.

•	advising the board as a whole on corporate governance matters;

•	advising the board on the size and composition of the board;

•	identifying those individuals qualified to become board members, consistent with any criteria approved by the board;

•	recommending a slate of nominees for election to the board and recommending membership to each board committee;

•	reviewing the continuing qualification of our directors to serve on the board and its committees;

•	reviewing any candidates recommended by our stockholders;

•	leading the board and its committees in an annual self-assessment;

•	considering and resolving questions of possible conflicts of interest of board members or the company’s senior executives; and

•	identifying best practices and recommending corporate governance principles, including giving proper attention and making effective responses to stockholder concerns regarding corporate governance.

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*	Fees are sometimes waived for telephonic meetings of the board or a committee.

**	$33,000 reflects payments to a director elected to the board in August 2015; for directors serving the entire year, lowest cash compensation paid was $70,500.

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(1)	Represents cash compensation for board and committee meeting attendance, retainers, and service as a board or committee chairman; Fees for Ms. Mashinski were for service from August through December 2015.

(2)

The amounts included for each director with an entry in the “Stock Awards” column are aggregate grant date fair value computed in accordance with FASB ASC Topic 718 based on a stock price of $34.04, reflecting the fair market value on the date of grant. On May 7, 2015, each director (other than Ms. Mashinski, who was not elected until August 2015) was granted a restricted stock award for 3,231 shares with a grant date fair value of $110,000. The non-employee directors have the following aggregate number of shares subject to stock and option awards outstanding at December 31, 2015:

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*

Each named director and officer individually owns less than one percent of our outstanding shares of common stock and collectively the directors and officers own 3.2%. For purposes of calculating this percentage ownership, the total number of shares outstanding includes the shares previously issued and outstanding (which includes all of the “Unvested” restricted stock identified in column (c)) plus the number of shares that any named owner has the right to acquire within 60 days.

(1)

Includes the following shares of common stock held under our 401(k) thrift plan: Mr. Pinkston,10,103 shares; Mr. Schell, 42,714 shares; Mr. Merrill, 11,114 shares; Mr. Cromling, 6,244 shares; Mr. Guidry, 26,149 shares; and directors and executive officers as a group, 101,845 shares. Entry for Mr. Pinkston also includes 600 shares owned by his minor child. Reflects the following shares held jointly with spouses: Mr. Schell, 71,177 shares, Mr. Cromling, 58,762 shares, Mr. Christopher, 8,609 shares, and Mr. Peyton, 32,619 shares. Excludes unvested restricted stock, which is set forth separately in column (c).

(2)	Of the shares listed as being beneficially owned, the following individuals disclaim any beneficial interest in shares held by spouses, trusts or for the benefit of family members: Mr. Adcock, 17,891 shares; Mr. Nikkel, 35,000 shares; and Mr. Hildebrand, 7,000 shares.

(3)	The stock appreciation rights (all settled in stock) and options have all vested, but have not been exercised.

(4)

Represents unvested shares of restricted stock over which the named executive officer or director has voting power but not investment power. Amounts include 131,151 shares for Mr. Pinkston, 31,340 shares for Mr. Guidry, 56,668 shares each for Messrs. Schell, Merrill, and Cromling, and 372,128 shares for our executive officers (including the NEOs) as a group that have current voting rights and vest based on performance criteria.

(5)	Ms. Mashinski joined our board August 11, 2015 and no equity awards have been granted to date during her tenure on the board.

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(1)	Beneficial ownership is based on the Schedule 13G, 13G/A, or 13D most recently filed by the stockholder or other information provided to us. Beneficial ownership may under certain circumstances include both voting power and investment power. Information is provided for reporting purposes only and should not be construed as an admission of actual beneficial ownership.

(2)	Based on the number of issued and outstanding shares of our common stock as of March 7, 2016.

•

Clawback rights – Under the terms of our award agreements, we have long included the right to “clawback” our long-term or short-term incentive compensation paid to any participant, including our NEOs and directors, who commits acts of fraud or dishonesty, including those that result in a financial restatement. Our Seconded Amended and Restated Unit Corporation Stock and Incentive Compensation Plan, approved by our stockholders in 2015, added a mandatory clawback provision to that plan.

•

Performance metrics – Starting in 2011, we began awarding a portion of our short- and long-term incentive awards subject to certain performance metrics. For 2011 through 2013, our long-term incentive awards were 30% performance based, and 70% time vested. In February 2014, we increased from 30% to 40% that portion of our NEOs’ long-term incentives that are subject to performance conditions, in February 2015, we increased to 50% the portion subject to performance conditions, and our February 2016 awards are 40% time vested and 60% performance based. For annual incentive awards, from 2011 through 2014, 50% of our NEOs’ annual cash bonuses were based on performance conditions. No cash bonuses, discretionary or performance based, were awarded for 2015 performance. Looking ahead to fiscal year 2016, we have designed our NEOs’ annual short-term incentive awards program to be

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•

Stock ownership and retention guidelines for directors and NEOS – In February 2014, we adopted stock ownership guidelines that apply to our directors and named executive officers. In March 2015, we amended those guidelines to increase from 25% to 50% the number of net shares that must be retained until an officer or director is in compliance with that policy. Under those guidelines, within five-years of election as an officer or a board member, the following levels of stock ownership must be achieved: our CEO must hold shares valued at five times his base salary, our Non-CEO NEOs must hold shares valued at three times their base salaries, and our directors must hold shares valued at three times their annual base fees, all as calculated on the later of the adoption of the policy or election as an officer or director, and all as more particularly described in our stock ownership policy that is an addenda to our corporate governance guidelines, available on our website at http://www.unitcorp.com/files/Corporate-Governance-Guidelines-March-2015.pdf.

•	Hedging and Pledging Policy – We have a policy prohibiting our directors and named executive officers (and any other officers filing Section 16 reports with the SEC) from hedging or pledging company common stock. Based on their answers to our most recent directors and officers questionnaires, no directors or NEOs have hedged or pledged any company stock.

•	Ongoing compensation risk assessment – Our compensation committee conducts a formal annual compensation risk assessment. The committee has determined that, as currently designed, there are adequate design features and controls in place to ensure that our compensation plans and design do not expose the company to undue risks.

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Trend toward longer-term and at-risk compensation for executives – Our practices with respect to the mix between our NEOs’ long-term and short-term compensation, and between time-vested and performance-vested (“at risk”) compensation have shifted over the past several years. In 2015, the ratio was 22.7% salary, 0% short-term incentives, and 77.3% long-term (equity) incentives, with 50% of those long-term incentives subject to performance conditions. Prospectively, for 2016, we have increased to 60% the portion of long-term incentives that is performance based, and we have structured our NEOs’ 2016 short-term incentive not to pay out at all unless the specified threshold performance goal is met.

•

Minimum vesting requirements on equity awards – We have minimum vesting requirements for all awards (other than SARs or options) under our stock and incentive compensation plan, which provides that for other than SARs and options, awards under the plan will be subject to a minimum three-year vesting period unless performance-based, in which case the vesting period will be at least one year, subject to the right of the committee to grant up to five percent of shares available for grant under the plan free of these restrictions.

•	Our general compensation objectives

•	Elements of our compensation program

•	Our compensation policies and program as they relate to risk management

•	Effect of stockholder say-on-pay vote on compensation decisions

•	Administration of our executive compensation program – overview of the process

•	Role of compensation consultant

•	Role of CEO

•	Peer group

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•	Setting targets for 2015 incentive compensation

•	2015 salaries

•	2015 long-term incentive awards

•	2015 annual cash bonus awards

•	2015 compensation decisions pertaining to 2016 compensation

•	Performance-based stock awards vesting during fiscal year 2015

•	Stock ownership policy

•	Policy on hedging and pledging our securities

•	No backdating, spring-loading, or repricing of options

•	Non-employee director compensation

•	Accounting and tax considerations

•	Employment agreements

•	offer a competitive compensation mix consisting of reasonable salaries, short-term and long-term incentives, as well as certain additional benefits;

•	reward performance that achieves our business objectives and enhances the performance of our common stock; and

•	link executive compensation to our stockholders’ interests both generally through the use of equity awards as components of executive and non-executive compensation, and more specifically by tying a portion of both long- and short-term incentive compensation for our executives to various performance goals.

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•	We use a mix of fixed and variable, short-term and long-term compensation;

•	Total payouts under all incentive award scenarios are not excessive based on compensation surveys and peer compensation level analyses, and are manageable consistent with our ability to pay these amounts;

•	NEOs receive more long-term than short-term compensation;

•	NEO incentive compensation is subject to clawback under specified circumstances;

•	Effective controls are in place to enhance the integrity of recorded results on any performance measures;

•	Our NEOs have high levels of stock ownership, reflecting alignment with our stockholders and providing a continuing incentive to align risk towards increasing stockholder value;

•	Our NEOs have lengthy tenure. Two have been with the company more than 25 years and the remainder have been with the company 10 or more years. We believe this tenure evidences a continuing commitment to creating value over the long term; and

•	The NEOs’ performance-based awards have certain risk-mitigating features, including capped maximum payouts; appropriately tiered goals/performance levels; and overlapping multi-year vesting terms for restricted stock awards.

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•	the growth in each segment of the company;

•	net income, cash flow, and asset base growth;

•	long-term debt levels;

•	any acquisitions made during the year;

•	the attainment of any designated business objectives; and

•	our compensation practices compared to those of other companies.

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(1)	Mercer Energy Survey (2010-2012), represented as a percentage of salary;

(2)	ECI Energy Survey (2011-2012), represented as a percentage of salary;

(3)

Proxy-disclosed payments as a percentage of salary during the period 2008-2011 by the peer group of companies that consisted of Cabot Oil & Gas Corporation, Cimarex Energy Company, Continental Resources, Inc., Denbury Resources, Inc., Forest Oil Corporation, Helmerich & Payne, Inc., Newfield Exploration Company, Parker Drilling Company, Patterson-UTI Energy, Inc., Pioneer Drilling Company, SM Energy Company, and Whiting Petroleum; and

(4)	Proxy-disclosed payments as a percentage of salary during 2011 for the companies listed in footnote (3) above.

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(1)	NEOs’ salaries are 2014 actual salaries.

(2)	Total cash for NEOs is 2014 actual salary plus 2013 bonuses.

(3)

Survey group consisted of companies in the following published surveys: 2014 Economic Research Institute (ERI) Executive Compensation Salary Assessor(the “ERI survey”) -- companies with revenue of $1.36 billion were used to provide market data for the three corporate NEOs only; there were no positions in that survey that corresponded to the positions of the NEOs who are heads of operating segments; 2014 Mercer Survey for energy companies (the “Mercer survey”) -- companies with revenues of $1 - $3 billion were used to provide market data for the three corporate NEOs, and data from all companies was used for market data for the two segment heads; and 2014 ECI Survey for energy companies - companies with revenues above $1.5 billion were used for corporate NEOs market comparisons; for the drilling executive, companies or company divisions with $350 - $800 million in revenues were used, and for the E&P segment head, market information was based on companies with revenues of between $150-$750 million. Mercer and ECI Surveys were aged by 2.0% to bring current to December 31, 2014.

(4)	Market average used for Mr. Schell increased by 15% to reflect additional responsibilities.

(1)	Based on 2014 salaries and 2013 bonuses; calculations are for NEOs as a group, using surveys cited in footnote (3) above.

(2)	Based on most recent proxy information: 2013 salaries and 2013 bonuses; calculations are for NEOs as a group.

(3)	Salaries and bonuses for years stated, based on proxy and Form 10-K information.

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•	Mr. Pinkston – $861,500

•	Mr. Schell – $452,300

•	Mr. Merrill – $452,300

•	Mr. Cromling – $452,300

•	Mr. Guidry – $452,300

•	Average total NEO compensation for the 2015 peer group for 2013 was $16.95 million, and median total peer group NEO compensation was $15.95 million. Total compensation for the company’s NEOs for 2013 amounted to $13.4 million;

•	Mr. Pinkston’s total 2013 compensation of $4.8 million was 22% lower than the $6.16 million average of the highest paid position for the 2015 peer group for 2013, and the non-CEO NEOs’ average total compensation of $2.035 million was 25% lower than the $2.69 million average total compensation paid to the 2nd through 5th most highly compensated peer group employees during 2013;

•	Average 2013 long-term incentive awards as a percentage of salary was 458.2% for the 2015 peer group NEOs compared to 363.1% for the company’s NEOs, and average bonus as a percentage of salary was 181.2% for the peer group NEOs compared to 72.3% for the company’s NEOs;

•	For 2010 - 2013, average short-term incentive compensation (discretionary and non-discretionary) was 0.45% of salary for the 2015 peer group compared to an average of 0.23% of salary for the company’s NEOs during that period, and average long-term incentive compensation was 1.12% of cash flow for the peer group compared to an average of 0.87% of cash flow for the company’s NEOs; and

•	For 2010 - 2013, total average 2015 peer group NEO compensation was $15.58 million and median peer group total compensation was $15.58 million, compared to $9.23 million in total compensation for the company’s NEOs during the same period.

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•	Mr. Pinkston – 97,757 shares

•	Mr. Schell – 42,212 shares

•	Mr. Merrill – 42,212 shares

•	Mr. Cromling – 42,212 shares

•	Mr. Guidry – 42,212 shares

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•	Mr. Pinkston – $761,500

•	Mr. Schell – $452,300

•	Mr. Merrill – $452,300

•	Mr. Cromling – $452,300

•	Mr. Guidry – $452,300

•	Mr. Pinkston – 11,746 shares

•	Mr. Schell – 5,873 shares

•	Mr. Merrill – 5,873 shares

•	Mr. Cromling – 5,873 shares

•	Mr. Guidry – 5,873 shares

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(1)	Compensation deferred at the election of an executive is included in the year earned.

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(2)	Amounts in column (d) reflect the bonus amount earned in the year without regard to when those amounts were actually paid, and do not include amounts, if any, earned in prior years but paid in the stated year. All amounts listed were awarded and paid during the subsequent fiscal year, but are compensation for the year listed, and were paid at the discretion of the compensation committee.

(3)

For 2015, the amounts included in the “Stock Awards” column for the performance-based awards are the aggregate grant date fair value of these awards based on 100% payout for performance at the 60th percentile of the peer group, as computed in accordance with FASB ASC Topic 718 “Stock Compensation,” which excludes the effect of estimated forfeitures. For a discussion of the valuation assumptions used in calculating these values for 2015, see Notes 2 and 11 to our Consolidated Financial Statements included in our annual report on Form 10-K for the year ended December 31, 2015. The amount shown does not represent amounts paid to the NEOs. If performance had been at its highest level, the award payout for the performance-based component of the restricted stock awards included in the “Stock Awards” column would be at 150% and would be as follows:

(4)	Reflects performance-based component of cash bonuses.

(5)	We do not provide for preferential or above-market earnings on deferred compensation.

(6)	The table below shows the components of this column:

*	Match is made in shares of our common stock.

**	Represents imputed income attributable to Mr. Cromling’s use of a company vehicle.

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(1)	As detailed in the Compensation Discussion and Analysis section of this proxy statement, the decision was made in February of 2015 to suspend the annual performance bonus program for fiscal year 2015 due to increased volatility in the energy sector and decreased commodities prices in existence at that time, so no targets were set for non-equity incentive plan awards for 2016.

(2)

Reflects threshold, target, and maximum vesting levels for performance-based restricted stock granted under the Second Amended and Restated Unit Corporation Stock and Incentive Compensation Plan. Actual vesting amounts will be determined based on performance outcomes during the three-year performance period that ends February 17, 2018. Threshold payout requires our 3-year TSR to be at the 40th percentile of the three-year TSR performance levels of the 2015 peer group. Target payout requires TSR performance at the 60th percentile of the 2015 peer group, and maximum payout requires TSR performance at the 90th percentile of the 2015 peer group. For details on how TSR is calculated for these purposes, see “2015 long-term incentive awards,” page 24.

(3)	Represents time-vested shares of restricted stock granted under the Second Amended and Restated Unit Corporation Stock and Incentive Compensation Plan. Shares will vest in three equal annual installments on March 9th of each of the years 2016 through 2018.

(4)	Grant date fair value of performance-based restricted stock if vesting occurs at 100% of target level, based on probable outcome of conditions on date of grant.

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(1)	Each option grant has a ten-year term. Exercise prices are determined using the closing market price of our common stock on the date of grant.

(2)	Vesting dates for unvested time-vesting restricted stock and unvested and unearned performance-based restricted stock are shown in the table below. The number of shares of performance-based restricted stock shown to vest on each of March 9, 2016, March 9, 2017, and March 9, 2018 reflects payout at threshold levels, which is for performance at the 40th percentile of the peer group.

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(3)	Market value is determined based on a market value of our common stock of $12.20, the closing price of our common stock on the NYSE on December 31, 2015, the last trading day of the year.

(1)	Value realized equals fair market value of the stock on date of vesting times the number of shares acquired.

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(1)

Only Messrs. Schell and Guidry contributed to the non-qualified deferred compensation plan in 2015. Column (b) amounts are those designated by the NEOs for deferral from 2015 compensation to their respective non-qualified deferred compensation accounts. Amounts that appear in both the Non-Qualified Deferred Compensation Table and the Summary Compensation Table for 2015 are set forth in the table below. The table below also quantifies the amounts in the “Aggregate Balance” column (column (f) above)) that represent salary or bonus reported in the Summary Compensation Tables for proxy statements in prior years.

(2)	We do not make contributions to our non-qualified deferral plan.

(3)	The aggregate balances represent 2015 executive contributions and associated earnings, as well as amounts that the NEOs earned but elected to defer, plus earnings or losses from prior years’ participation in this plan.

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*	Assumes for purposes of this disclosure only that the amount shown has either vested under the terms of the plan or that a change in control of the company (as defined in the plan) has occurred.

(1)	Any individual, entity or group acquiring beneficial ownership of 20% or more of either the outstanding shares of the company’s common stock or the combined voting power of the outstanding voting securities of the company entitled to vote generally for the election of directors;

(2)	Individuals who constitute the board on the date thereof ceasing to constitute a majority of the board (provided that an individual whose election or nomination as a director is approved by a vote of at least a majority of the directors as of the date thereof will be deemed a member of the incumbent board);

(3)	Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the company or the acquisition of assets of another entity, unless following the business combination:

•	all or substantially all of the beneficial owners of the company’s then outstanding common stock prior to the business combination own more than 70% of the outstanding common stock of the company resulting from the business combination;

•	no person, entity or group owns 25% or more of the outstanding voting securities of the company resulting from the business combination; and

•	at least a majority of the board of the company resulting from the business combination were members of the company’s board prior to the business combination; or

(4)	Approval by our stockholders of a complete liquidation or dissolution of the company.

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•	earned but unpaid compensation;

•	up to three times the executive’s base salary plus annual bonus (based on historic annual bonus); and

•	the company matching contributions that would have been made had the executive continued to participate in the company’s 401(k) plan for up to an additional three years.

(1)	Any individual, entity or group acquiring beneficial ownership of 15% or more of either the outstanding shares of the company’s common stock or the combined voting power of the outstanding voting securities of the company entitled to vote generally for the election of directors;

(2)	Individuals who constitute the board on the date thereof cease to constitute a majority of the board, provided that an individual whose election or nomination as a director is approved by a vote of at least a majority of the directors as of the date thereof will be deemed a member of the incumbent board;

(3)	Approval by our stockholders of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the company or the acquisition of assets of another entity, unless following the business combination:

•	all or substantially all of the beneficial owners of our outstanding common stock before the business combination own more than 60% of the outstanding common stock of the corporation resulting from the business combination;

•	no person, entity or group owns 15% or more of the outstanding voting securities of the corporation resulting from the business combination; and

•	at least a majority of the board of the company resulting from the business combination were members of the company’s board prior to the business combination; or

(4)	Approval by our stockholders of a complete liquidation or dissolution of the company.

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(1)	It is assumed for purposes of these calculations that all year-to-date accrued salary, bonus and vacation pay is current as of December 31, 2015. This calculation represents the product of 3 and the sum of:

(i)	the executive officer’s annual base salary, as defined, and

(ii)	the highest annual bonus (as determined under the agreement).

(2)	The amount for health and disability coverage was determined by assuming that the rate of cost increases for coverage equals the discount rate applicable to reduce the amount to present value as of December 31, 2015.

(3)	The value of restricted stock assumes a fair market value for our common stock of $12.20, the closing price of our common stock on the NYSE on December 31, 2015. All performance-based restricted stock has been assumed to vest at target. Target means performance at the 60th percentile of the peer group, which pays at 100% of the face value of the performance-based component of the award.

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(1)	Audit fees represent fees for professional services provided in connection with the integrated audit of our financial statements and review of our quarterly financial statements and audit services provided in connection with the issuance of consents and assistance with review of documents filed with the SEC.

(2)	Audit-related fees consisted primarily of services provided in connection with audits of an employee benefit plan and oil and gas partnerships. For 2015, $35,000 in fees were incurred for pre-implementation review of our Enterprise Resource Planning system. For 2014, $250,000 in fees were incurred for the stand-alone audit of one of the company’s subsidiaries.

(3)	For fiscal 2015 and 2014, respectively, tax fees principally included tax compliance fees of $9,300 and $12,200. For 2015, $2,090 in fees were incurred for tax advice, and $83,910 in tax advice fees were incurred in 2014.

(1)	Audit services include audit work performed on the financial statements, internal control over financial reporting, as well as work that generally only the independent registered public accounting firm can reasonably be expected to provide, including comfort letters, statutory audits, and discussions surrounding the proper application of financial accounting and reporting standards.

(2)	Audit-related services are for assurance and related services that are traditionally performed by the independent registered public accounting firm, including due diligence related to mergers and acquisitions, employee benefit plan audits, and special procedures required to meet certain regulatory requirements.

(3)

Tax services include all services, except those services specifically related to the audit of the financial statements performed by the independent registered public accounting firm’s tax personnel, including tax analysis; assisting with coordination of execution of tax related activities, primarily in the area of corporate development; supporting other tax related regulatory requirements; and tax compliance and reporting.

(4)	Other Fees are those associated with services not captured in the other categories. We generally do not request such services from the independent registered public accounting firm.

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ITEM 1:	ELECTION OF DIRECTORS

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ITEM 2:	ADVISORY VOTE ON EXECUTIVE COMPENSATION (“SAY ON PAY”)

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ITEM 3:	RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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•	if you would like to receive information about the company:

•	if you would like to contact us directly, please call our Investor Relations Department at (918) 493-7700, or send your correspondence to the following address:

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