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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.   )

Filed by the Registrant            x

Filed by a Party other than the Registrant              o

Check the appropriate box:

(Name of Registrant as Specified in Its Charter)

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1700 Lincoln Street, Suite 3700

Denver, CO  80203-4537

NOTICE OF 2016 ANNUAL MEETING OF SHAREHOLDERS

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VOTING INFORMATION

WE WANT TO HEAR FROM YOU – VOTE TODAY

It is important that you vote.  Please carefully review the proxy materials for the 2016 Annual Meeting of Shareholders and follow the instructions below to cast your vote on all of the voting matters.

Voting Matters and Board Recommendations

Advance Voting Methods

Even if you plan to attend the 2016 Annual Meeting of Shareholders in person, please vote right away using one of the following advance voting methods (see page 9 for additional details).  Make sure to have your proxy card or voting instruction form in hand and follow the instructions.

You can vote in advance in one of three ways:

Voting at our 2016 Annual Meeting of Shareholders

All shareholders of record may vote in person at the 2016 Annual Meeting of Shareholders, which will be held on Thursday, May 12, 2016 at 9:00 a.m., Central Daylight Time, at Hyatt Regency Tulsa, 100 East Second Street, Tulsa, Oklahoma 74103.  Beneficial owners may vote in person at the Meeting if they have a legal proxy, as described in the response to question 14 on page 12 of “Questions and Answers about the Meeting and Voting.”

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Proxy Statement Summary

Director Nominees (page 13)

You are being asked to vote on the following four Director Nominees.  Directors are elected by a majority of votes cast.  Detailed information about each Director’s background, skill sets and areas of expertise can be found beginning on page 13.

Continuing Directors (page 16)

The following are Cimarex’s continuing Directors.  Detailed information about each Director’s background, skill sets and areas of expertise can be found beginning on page 16.

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Governance Highlights (page 20)

Cimarex is committed to good corporate governance, which promotes the long-term interests of shareholders, strengthens the Board of Directors, fosters management accountability, and helps build public trust in Cimarex.  Highlights include:

·                  8 of 10 Independent Directors

·                  Independent Lead Director

·                  Majority Voting Director resignation policy

·                  Active Shareholder engagement

·                  Proxy Access

·                  Clawback Policy

·                  Non-Hedging and Non-Pledging Policies

·                  Director and Management Stock Ownership Guidelines

·                  No Tax Gross-Ups

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2015 Executive Compensation (page 29)

Below is the 2015 compensation for each Named Executive Officer (“NEO”) as determined under the Securities and Exchange Commission (“SEC”) rules.  See the notes accompanying the 2015 Summary Compensation Table on page 47 for more information.

A Significant Portion of our CEO’s 2015 Compensation is At Risk

The accompanying graph illustrates our CEO’s 2015 at-risk compensation.  A significant portion of reported compensation is an incentive for future performance and realized only if Cimarex meets certain performance measures.

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How CEO Pay is Tied to Cimarex’s Performance (page 39)

Our compensation programs are designed to align performance incentives with the long-term interests of our shareholders.  The programs also provide competitive total compensation opportunities that retain, and attract when needed, executive talent and link compensation earned to achievement of short- and long-term financial and strategic objectives.  Our Compensation and Governance Committee considers performance in two primary ways:

·     Cimarex’s operating performance; and

·      Return to shareholders over time, on both an absolute basis and a relative basis compared to other companies in the S&P Oil & Gas Exploration & Production Index and our compensation peer group (see page 42).

2015 Financial and Operating Highlights

·      Average daily production increased 13% to 984.5 MMcfe per day.

·      Oil production grew 19% to 51,132 barrels per day, gas volumes increased by 9% to 463.0 MMcf per day and NGL volumes rose 15% to 35,789 barrels per day.

·      We added 571 Bcfe of proved reserves from extensions and discoveries and net positive performance revisions, replacing 159% of production.

·      In the second quarter of 2015 we completed a common stock offering and received net proceeds of $730.0 million.

·      Cash on hand at year end was $779.4 million.

·      Production revenues declined 40% to $1.4 billion.

·      Cash flow provided by operating activities of $691.5 million was 57% lower than that of the prior year.

·      We incurred non-cash impairments of our oil and gas properties totaling $3.7 billion.

·      We had a net loss for the year of $2.4 billion, or $25.92 per share.

·      Proved reserves decreased 7.1% to 2,909.4 Bcfe primarily due to negative price-related revisions of 398.8 Bcfe.

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Return to Shareholders

Cimarex has consistently returned value to its shareholders.  The following chart shows how a December 31, 2010 investment of $100 in Cimarex common stock would have grown to $104.00 on December 31, 2015, which includes dividends reinvested quarterly for those who wish to considering Total Shareholder Return when evaluating executive compensation.  The chart also compares the Total Shareholder Return on Cimarex common stock to the same investment in the S&P 500 Index, the Dow Jones US Exploration & Production Index, and the S&P Oil & Gas Exploration & Production index over the same time period.

The stock price performance included in this graph is not necessarily indicative of future stock price performance.

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PROXY STATEMENT

We are furnishing you this proxy statement to solicit proxies to be voted at the 2016 Annual Meeting (“Meeting”) of Shareholders of Cimarex Energy Co. (“Cimarex” or the “Company”).  The Meeting will take place on May 12, 2016 at 9:00 a.m. Central Daylight Time at the Hyatt Regency Tulsa, 100 East Second Street, Tulsa, Oklahoma 74103.  The proxies also may be voted at any adjournments or postponements of the Meeting.

The mailing address of our principal office is 1700 Lincoln Street, Suite 3700, Denver, Colorado 80203.  We are first furnishing the proxy materials to shareholders on March 31, 2016.

All properly executed written proxies and proxies submitted by telephone or internet delivered pursuant to this solicitation will be voted at the Meeting in accordance with the directions given in the proxy, unless the proxy is revoked prior to completion of voting at the Meeting.

Only owners of record of shares of Cimarex common stock (“Common Stock”) as of the close of business on March 16, 2016, the record date, are entitled to notice of and to vote at the Meeting or at any adjournments or postponements of the Meeting.  Each owner of Common Stock on the record date is entitled to one vote for each share of Common Stock held.  On March 16, 2016, there were 94,816,993 shares of Common Stock issued and outstanding.

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QUESTIONS AND ANSWERS

PROXY MATERIALS AND VOTING INFORMATION

1.      Why did I receive these proxy materials?

We are providing these materials in connection with the solicitation by the Board of Directors of Cimarex Energy Co., a Delaware corporation, of proxies to be voted at our 2016 Annual Meeting of Shareholders and at any adjournment or postponement of the Meeting.  The Meeting will take place on May 12, 2016, beginning at 9:00 a.m. Central Daylight Time, at the Hyatt Regency Tulsa, 100 East Second Street, Tulsa, Oklahoma 74103.

2.                       What is the difference between holding shares as a shareholder of record and as a beneficial owner?

If your shares are registered directly in your name with Cimarex’s registrar and transfer agent, Continental Stock Transfer & Trust Company, you are considered a shareholder of record with respect to these shares.  If your shares are held in a brokerage account or bank, broker or other nominee, you are considered the beneficial owner of these shares.

3.      What shares are included on the proxy card?

If you are a shareholder of record, you will receive only one proxy card for all the shares you hold of record in certificate form and in book-entry form.

If you are a Cimarex employee, you will receive a proxy or voting instruction card for all the shares you hold in the Cimarex 401(k) Plan.  Your proxy card will serve as a voting instruction card for the Plan trustee.  If you do not specify your voting instructions on the proxy card, the Plan trustee will vote your shares in the same proportion as it votes shares for which it did receive timely instructions.  To allow sufficient time for voting by the trustee, your voting instructions must be received no later than 11:59 p.m. Eastern Daylight Time on May 9, 2016.

4.      What different methods can I use to vote?

By Written Proxy.  All shareholders of record can vote by written proxy card.  If you are a shareholder of record and receive a notice regarding the availability of proxy materials, you may request a written proxy card by following the instructions included in the notice.  If you are a beneficial owner, you may request a written proxy card or a voting instruction form from your bank, broker or other nominee.

By Telephone or Internet.  All shareholders of record can vote by calling the toll-free telephone number on the proxy card.  Please have your proxy card when you call.  Voice prompts will direct you on how to vote your shares and will confirm your voting instructions have been recorded properly.

Shareholders also may vote on the internet by accessing the website noted on the proxy card.  Please have your proxy card when you go to the website.  As with telephone voting, you can confirm your voting instructions have been recorded properly.

Beneficial owners may vote by telephone or internet if their bank, broker or other nominee makes those methods available, in which case the bank, broker or other nominee will include the instructions with the proxy materials.

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5.                       What are my voting choices for each of the proposals to be voted on at the 2016 Annual Meeting of Shareholders and what are the voting standards?

6.      What if I am a beneficial owner and do not give voting instructions to my broker?

As a beneficial owner, in order to ensure your shares are voted in the way you would like, you must provide voting instructions to your bank, broker or other nominee by the deadline provided in the materials you receive from your bank, broker or other nominee.  If you do not provide voting instructions to your bank, broker or other nominee, whether your shares can be voted by such person depends on the type of item being considered to vote.

Non-Discretionary Items.  The election of Directors and the advisory vote to approve executive compensation are non-discretionary items and may not be voted on by brokers, banks or other nominees who have not received specific voting instructions from beneficial owners.

Discretionary Items. The ratification of the appointment of KPMG LLP as Independent Auditors is a discretionary item.  Generally banks, brokers and other nominees that do not receive voting instructions from beneficial owners may vote on the proposal in their discretion.

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7.      How are abstentions and broker non-votes counted?

Item 1. Election of One Class I Director and Three Class II Directors.  If you abstain from voting in the election of Directors, you will be treated as not having cast a vote and the abstention will not be counted in determining the outcome of the election.  Broker non-votes are not considered a vote cast under our Bylaws and will have no effect on the outcome of the election of Directors.

Item 2. Advisory Vote to Approve Executive Compensation.  If you abstain from voting on the advisory vote to approve executive compensation, you are considered present and entitled to vote, and your shares are considered in the calculation of whether Item 2 received the affirmative vote of a majority of shares present and entitled to vote.  The effect of an abstention is a vote against Item 2.  Broker non-votes are not considered in the calculation of a majority of shares present and entitled to vote.

Item 3. Ratification of Appointment of KPMG as Independent Auditors.  If you abstain from voting on the ratification of KPMG LLP as Cimarex’s Independent Auditors, you are considered present and entitled to vote, and your shares are considered in the calculation of whether Item 3 received the affirmative vote of a majority of shares present and entitled to vote.  The effect of an abstention is a vote against Item 3.  Because Item 3 is a routine matter on which a broker has discretionary authority, no or few broker non-votes likely will result from this Item.

8.      What can I do if I change my mind after I vote my shares?

You may revoke your proxy prior to the completion of voting by:

·                  Giving written notice to Cimarex’s Corporate Secretary;

·                  Delivering a valid, later-dated proxy, or a later-dated vote by telephone or on the internet in a timely manner; or

·                  Voting by ballot at the Annual Meeting.

9.                       Can I access the proxy materials on the internet?  How can I sign up for the electronic proxy delivery service?

We are distributing our proxy materials to certain shareholders via the internet under the “notice and access” approach permitted by the SEC.  On or about March 31, 2016, we will mail to certain of our shareholders a notice of internet availability of proxy materials with instructions explaining how to access our proxy statement and annual report and how to vote online.  If you receive a notice of internet availability by mail, you will not receive a printed copy of the proxy materials in the mail unless you request them by following the instructions for requesting such materials included in the notice of internet availability.

Even if you do not participate in “notice and access,” the Notice of Annual Meeting and proxy statement are available on the internet at  http://www.allianceproxy.com/cimarex/2016.

10.              Who counts the votes?

Alliance Advisors LLC, our proxy solicitor, will tabulate the votes and act as inspector of election.

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11.              When will Cimarex announce the voting results?

We will announce the preliminary voting results at the Annual Meeting of Shareholders.  Cimarex will report the final results in a Current Report on Form 8-K filed with the SEC after the Meeting.

12.              How are proxies solicited, and what is the cost?

We bear all expenses incurred in connection with the solicitation of proxies.  We hired Alliance Advisors LLC to assist with the solicitation of proxies for an estimated fee of $9,500 plus expenses.  We will reimburse brokers, fiduciaries and custodians for their costs in forwarding proxy materials to beneficial owners of Common Stock.

Our Directors, officers and employees also may solicit proxies by mail, telephone and personal contact.  They will not receive any additional compensation for these activities.

13.              What is householding?

As permitted by the Securities Exchange Act of 1934, as amended (the “1934 Act”), only one copy of this proxy statement is being delivered to shareholders residing at the same address, unless the shareholders have notified Cimarex of their desire to receive multiple copies of the proxy statement.  This is known as “householding.”

Upon oral or written request, we promptly will deliver a separate copy of the proxy statement to any shareholder residing at an address to which only one copy was mailed.  Direct requests for additional copies for the current year or future years to our Corporate Secretary, Cimarex Energy Co., 1700 Lincoln Street, Suite 3700, Denver, Colorado 80203-4537, telephone (303) 295-3995 and facsimile (720) 403-9383.

Shareholders of record residing at the same address and currently receiving multiple copies of the proxy statement may contact our registrar and transfer agent, Continental Stock Transfer & Trust Company, by phone at (888) 509-5580 or by mail at 17 Battery Place South, 8th Floor, New York, NY 10004, to request a single copy be mailed in the future.

Beneficial owners should contact their broker or bank.

14.              How can I vote at the Meeting if I am a beneficial owner?

If you are a beneficial owner and want to vote your shares at the Annual Meeting (“Meeting”), you will need to ask your bank, broker or other nominee to furnish you with a legal proxy, bring the legal proxy with you to the Meeting and hand it in with a signed ballot that will be provided to you at the Meeting.  You will not be able to vote your shares at the Meeting without a legal proxy.  If you do not have a legal proxy, you can still attend the Meeting.  We encourage you to vote your shares in advance, even if you intend to attend the Meeting.  Please note that if you request a legal proxy, any previously executed proxy will be revoked, and your vote will not be counted unless you appear at the Meeting and vote in person or legally appoint another proxy to vote on your behalf.

COMPANY DOCUMENTS, COMMUNICATIONS AND SHAREHOLDER PROPOSALS

15.              How can I view copies of Cimarex’s corporate documents and SEC filings?

Our Corporate Governance Guidelines, Board Committee Charters, Code of Business Conduct and Code of Ethics and SEC filings are posted on our website at www.cimarex.com.  Upon request, we will promptly deliver (free of charge) a copy of our Annual Report on Form 10- K to any shareholder.  Direct such requests to our Corporate Secretary, Cimarex Energy Co., 1700 Lincoln Street, Suite 3700, Denver, Colorado 80203-4537, telephone (303) 295-3995 and facsimile (720) 403-9383.

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16.              How can I communicate with Cimarex’s Directors?

Communications can be addressed to our Directors by mail in care of our Corporate Secretary, Cimarex Energy Co., 1700 Lincoln Street, Suite 3700, Denver, Colorado 80203-4537, telephone (303) 295-3995 or facsimile (720) 403-9383.  All communications will be forwarded to our Lead Director.  The Lead Director may take any action deemed appropriate or necessary, including, without limitation, forwarding the information to the Board for consideration or, with the concurrence of the Board, retaining independent or outside counsel, accountants or other advisors to address the concern.

17.              How do I submit a proposal for action at the 2017 Annual Meeting of Shareholders?

A proposal to be acted upon at the 2017 Annual Meeting of Shareholders will be acted upon only:

·                  If the proposal is to be included in the proxy statement, pursuant to Rule 14a-8 under the 1934 Act, the proposal is received by our Corporate Secretary on or before December 2, 2016, and the proposal meets the requirements of the applicable rules of the SEC and the requirements of our bylaws.

·                  If the proposal is not to be included in the proxy statement, pursuant to our bylaws, the proposal is submitted in writing to our Corporate Secretary no earlier than January 12, 2017 and no later than February 13, 2017, and such proposal is, under Delaware General Corporation Law, an appropriate subject for shareholder action.

ELECTION OF DIRECTORS (ITEM 1)

Election Process

Our current Board consists of ten Directors, which is the maximum number of Directors permitted by our Certificate of Incorporation.  The Board is divided into three classes:  Class I, Class II and Class III Directors.  At each Annual Meeting a Class of Directors is elected for a term expiring at the Annual Meeting in the third year following the year of election.  Each Director holds office until his or her successor is elected and qualifies.

The terms of the one Class I Director, Lisa A. Stewart, and the three Class II Directors, Hans Helmerich, Harold R. Logan, Jr. and Monroe W. Robertson, will expire at the 2016 Annual Meeting.  The Nominating Committee, at its February 2016 meeting, nominated Ms. Stewart for election as a Class I Director, to serve until the 2018 Annual Meeting, and Messrs. Helmerich, Logan and Robertson for election as Class II Directors, to serve until the Annual Meeting of Shareholders to be held in 2019.

If prior to the Annual Meeting a nominee becomes unavailable to serve as a Director, any shares represented by a proxy directing a vote will be voted for the remaining nominees and for any substitute nominee(s) designated by our Board or its Nominating Committee.  As of the mailing of these proxy materials, the Board knows of no reason why any Director nominee would not be available to serve as a Director.

A nominee is elected if the votes cast for his or her election exceed the votes cast against his or her election.  Pursuant to our majority voting policy, each nominated Director has tendered an irrevocable resignation that is effective upon his or her failure to receive the required vote and the Board’s acceptance of such resignation.  If a nominee fails to receive more favorable votes than votes cast against him or her, the Nominating Committee will act on an expedited basis following the Annual Meeting to determine whether to recommend that the Board accept the Director’s resignation.  The Nominating Committee and the Board may consider any factors they deem relevant in deciding whether to accept the Director’s resignation.  The Director whose resignation is under consideration must abstain from participating in any decision regarding his or her resignation.  The Board publicly will disclose its decision regarding acceptance of his or her resignation within 90 days after the results of the election are certified.  If the resignation is not accepted, the Director will continue to serve as a Director until his or her successor is elected and qualified.  If the Board accepts the resignation, then the Board will either fill the vacancy in accordance with the Bylaws or decrease the size of the Board in compliance with the Certificate of Incorporation.

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Director Nominations

The Nominating Committee is responsible for identifying and evaluating nominees for Director and for recommending to the Board a slate of nominees for election at each Annual Meeting.  Nominees may be suggested by Directors, members of management, shareholders or a third-party firm.  During 2015, the Nominating Committee engaged Preng & Associates, a search firm with expertise with oil and gas exploration and production companies, to assist in identifying director candidates.  Preng & Associates identified several director candidates, including Lisa A. Stewart, who was appointed as a Director in October 2015.  In 2014, Preng & Associates also conducted an evaluation of the Board’s and individual Director’s skill sets.

While the Nominating Committee will consider nominees recommended by shareholders, it did not receive any shareholder nominations for the 2016 Annual Meeting prior to the deadline for such nominations.  Shareholders who wish to nominate persons for election as Directors at the 2017 Annual Meeting must submit a timely written notice complying with Cimarex’s Bylaws to the Corporate Secretary, Cimarex Energy Co., 1700 Lincoln Street, Suite 3700, Denver, Colorado 80203-4537, facsimile (720) 403-9383.  To be timely, the shareholder’s written notice must be received between January 12, 2017 and February 13, 2017. In addition, shareholder nominations must comply with the other requirements of Article III, Section 2 or Section 2A, as applicable, of our Bylaws.

Director Qualifications

In its assessment of each potential candidate, the Nominating Committee considers the nominee’s judgment, integrity, experience, independence, understanding of Cimarex’s business or related industries and such other factors that the Nominating Committee determines are pertinent in light of the needs of the Board.  The Nominating Committee also considers the ability of a nominee to devote the time and effort necessary to fulfill his or her responsibilities to Cimarex.  Our Nominating Committee Charter specifically includes diversity of gender and ethnic background in the list of desirable attributes sought in our Board composition.

Although all the current Directors have extensive oil and gas experience, either as company executives or attorneys, their experience is with companies with widely different operating strategies.  This diversity and depth of experience benefits our Board in executing its duty of oversight and guidance.

2016 Nominees for Class I Director and Class II Directors

Upon the recommendation of the Nominating Committee, the Board has nominated Lisa A. Stewart for election as a Class I Director to serve until the 2018 Annual Meeting, and Hans Helmerich, Harold R. Logan, Jr. and Monroe W. Robertson for election as Class II Directors to serve until the Annual Meeting of Shareholders to be held in 2019.  The Board has determined that the nominees are independent under the New York Stock Exchange (“NYSE”) corporate governance rules.  Each of the Director nominees currently serves on the Board.  We have no reason to believe that any of the nominees will be unable or unwilling to serve if elected.

The Board believes that the combination of the various qualifications, skills and experiences of the 2016 Director nominees will contribute to an effective and well-functioning Board.  The Board also believes that, individually and as a whole, the Director nominees possess the necessary qualifications to provide effective oversight of the business and quality advice and counsel to Cimarex.

Included in each Director nominee’s biography is an assessment of the specific qualifications, attributes, skills and experience of such nominee based on the qualifications described above.

The Board of Directors recommends a vote FOR the election of each of the Director nominees.

HANS HELMERICH, 57

Position, Principal Occupation and Business Experience

Mr. Helmerich has served as Chairman of Helmerich & Payne, Inc. (“H&P”) since March 2012 and a director since 1987.  H&P is a publicly held company primarily engaged in contract drilling services for oil and gas exploration and production companies.  H&P uses drilling rigs it designs and builds and is one of the major land and offshore platform drilling companies in the world.

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After joining H&P in 1981, Mr. Helmerich served as CEO from 1989 to March 2014 and as President from 1989 to March 2012.  H&P’s exploration and production business was merged into Cimarex in 2002.

Mr. Helmerich serves as a director of Atwood Oceanics, Inc., located in Houston, Texas, an international offshore drilling company traded on the NYSE, and as a Trustee of The Northwestern Mutual Life Insurance Company of Milwaukee, Wisconsin.

Key Attributes, Experience and Skills

Mr. Helmerich’s background with the drilling sector of the oil and gas business provides the Board with insight into an aspect of Cimarex’s business that represents a significant expenditure in Cimarex’s capital budget.  His over 25 years of executive experience provide a strong background for his service on Cimarex’s Board and on the Compensation and Governance Committee.  In addition, his service as a director of Atwood Oceanics and as a Trustee of The Northwestern Mutual Life Insurance Company provides him with additional experience and knowledge to serve as a Director.

HAROLD R. LOGAN, JR., 71

Position, Principal Occupation and Business Experience

Mr. Logan currently serves as Chairman of the Board of Supervisors of Suburban Propane Partners, L.P. and has served as a director of that company since 1996.  In February 2015, he began serving as Lead Director of InfraREIT, Inc., a publicly held real estate investment trust that owns utility assets (electric transmission lines) in Texas.  In addition, he has been a director of Graphic Packaging Holding Co. and predecessor companies since 2003.  Mr. Logan also is a director of two private companies – Hart Energy Publishing (publisher of Oil and Gas Investor and other energy publications) and Basic Materials and Services LLC (a privately held company that invests in companies providing specialized services for the pipeline construction and sand/silica industries.)

Mr. Logan was a co-founder of TransMontaigne in Denver, Colorado in 1995 and Chief Financial Officer, Executive Vice President, and Treasurer, through 2002.  He served as a director of TransMontaigne from 1995 to 2006 and chairman of its Finance Committee from 2002 to 2006.  From 1987 to 1994, he was Senior Vice President/Finance, Chief Financial Officer, and a director of Associated Natural Gas Corporation.  Prior to that, Mr. Logan was an investment banker with Dillon Read & Co. Inc. and Rothschild, Inc.

Since 1998, Mr. Logan has been a director of ten public companies and has served on audit, compensation, and governance committees.

Key Attributes, Experience and Skills

Mr. Logan has over 40 years of business experience.  His education and his investment banking/venture capital and financial management experience provide him with a comprehensive understanding of business and finance.  Mr. Logan’s expertise and experience have been relevant to his responsibilities of providing oversight and advice to the management of public companies, and are of particular benefit in his role as Cimarex’s Lead Director and as a member of Cimarex’s Audit Committee.

MONROE W. ROBERTSON, 66

Position, Principal Occupation and Business Experience

Mr. Robertson is currently a private investor.  Mr. Robertson retired from Key Production Company, Inc. (a company acquired by Cimarex in 2002) after serving 10 years with the company.  While with Key, he held the positions of President, Chief Operating Officer, Senior Vice President and Principal Financial Officer.  Mr. Robertson has served in executive capacities with three other public energy companies, Apache Corp., Gulf Oil Corporation and Terra Resources, Inc.

Mr. Robertson was a director of Earthstone Energy, Inc. (formerly named Basic Earth Science System) from 2007 to 2014.  During his service as a director of Earthstone, he was chair of the Audit Committee and a member of the Compensation and Nominating Committee.

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Key Attributes, Experience and Skills

Mr. Robertson has comprehensive knowledge of the financial and operational sides of the exploration and production business, which is of considerable value in his service as Chairman of the Audit Committee.

LISA A. STEWART, 58

Position, Principal Occupation and Business Experience

Ms. Stewart is Chairman and Chief Investment Officer of Sheridan Production Partners (“Sheridan”), a privately-owned oil and gas operating company she founded in 2007.  From 2009 until its acquisition in May 2015, Ms. Stewart served as a director on the board of Talisman Energy, Inc., a Canadian oil and gas exploration and production company traded publicly on the NYSE and the Toronto Stock Exchange.  Prior to 2007, Ms. Stewart served as Executive Vice President of El Paso Corporation and President of El Paso E&P from 2004 to 2006.  From 1984 to 2004, Ms. Stewart served as Executive Vice President of Apache Corporation with responsibility in various departments of Apache, which included reservoir engineering, business development, land, environmental, health and safety and corporate purchasing.

Key Attributes, Experience and Skills

Ms. Stewart’s over 30 years of experience in the oil and gas industry and extensive leadership roles are key attributes that make her well qualified to serve as a Cimarex Director.

Continuing Directors – Class I – Term Expires 2018

JOSEPH R. ALBI, 57

Position, Principal Occupation and Business Experience

Mr. Albi was named Chief Operating Officer in September 2011.  He has served Cimarex in various capacities since September 2002, including Executive Vice President-Operations from 2005 to 2011, Senior Vice President-Corporate Engineering from 2003 to 2005 and Vice President-Engineering from 2002 to 2003.

Key Attributes, Experience and Skills

Mr. Albi has over 35 years of experience in the oil and gas industry.  His extensive understanding of the management of oil and gas production and drilling operations, business development, environmental and safety management and oil and gas marketing provide the Board with considerable insight about the operations of Cimarex.

MICHAEL J. SULLIVAN, 76

Position, Principal Occupation and Business Experience

Mr. Sullivan retired in September 2015 from the Arizona-based law firm Lewis Roca Rothgerber LLP after serving as senior attorney, partner or special counsel since 2001, and the managing attorney of the firm’s Casper office.  Mr. Sullivan practiced law as a partner with Brown, Drew, Apostolos, Massey & Sullivan from 1964 to 1986 and from 1995 until 1998.

Mr. Sullivan is a director and member of the compensation and governance committees of First Interstate BancSystem, located in Billings, Montana, and had been a director and member of the compensation and governance and audit committees of Sletten Construction, Inc., located in Great Falls, Montana (a non-public company) until retiring from the board in June of 2015.  From 2001 to 2009, he served as a director and was a member of the audit, corporate social responsibility, and governance committees of Allied Irish Bank Group, located in Dublin, Ireland.  From 2003 to 2011, he served as a director of the Kerry Group Plc, a global food and food ingredients producer headquartered in Tralee, the county town of County Kerry, Ireland.

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Key Attributes, Experience and Skills

Mr. Sullivan brings a wealth of experience and a diverse background to our Board.  In addition to his Juris Doctor degree, he has an undergraduate degree in petroleum engineering, years of governmental service as the Governor of Wyoming (1987-1995) and as the Ambassador to Ireland (1998-2001), and 40 years’ experience practicing law in the areas of natural resources, mediation and business.  As Governor, he was involved in the process of reviewing and administering Wyoming’s budget.  This experience is directly relevant to his service on the Audit Committee.  Mr. Sullivan’s education, legal experience, particularly in mediation and litigation, and his domestic and international service all provide a background that is beneficial in addressing the issues coming before the Cimarex Board.

Continuing Directors – Class III – Term Expires 2017

DAVID A. HENTSCHEL, age 82

Position, Principal Occupation and Business Experience

Mr. Hentschel was Chairman and Chief Executive Officer of Occidental Oil and Gas Corporation, a subsidiary of Occidental Petroleum, from 1986 to 1993 and from 1997 until he retired in 1999.  He also served as President and Chief Executive Officer of Canadian Occidental Petroleum, Ltd., now known as Nexen, from 1995 to 1997.  He was in charge of the worldwide exploration and production operations for Cities Service and Occidental Oil and Gas Corporation for the last 20 years of his 40-year career.

Mr. Hentschel was a director of Occidental Petroleum from 1987 to 1993 and of Canadian Occidental or Nexen from 1985 to 2009.  During his service as a director of Nexen, he was chair of the audit committee and a member of the compensation committee and various other committees.  He was also a director of the Bank of Oklahoma from 1984 to 1995.

Key Attributes, Experience and Skills

Mr. Hentschel brings considerable executive experience in the domestic and international oil and gas industry to the Board.  Mr. Hentschel’s extensive leadership background and his service on Nexen’s audit and compensation committees provide strong skills and experience for his service on our Compensation and Governance Committee.

THOMAS E. JORDEN, 58

Position, Principal Occupation and Business Experience

Mr. Jorden is the Chairman of the Board, Chief Executive Officer and President of Cimarex.  He has served Cimarex in various capacities since September 2002.  He was elected CEO in September 2011after serving as Executive Vice President-Exploration from 2003 to 2011 and as Vice President-Exploration from 2002 to 2003.  Mr. Jorden also serves on the Board of Trustees of the Colorado School of Mines and other private boards.

Key Attributes, Experience and Skills

Mr. Jorden brings to the Board over 30 years of experience in the oil and gas exploration and production industry and, as our Chief Executive Officer, a deep understanding of our business, operations and long-term strategic issues and goals.  Mr. Jorden holds undergraduate and graduate degrees in geophysics.  His service on the Board creates an important link between management and the Board.

FLOYD R. PRICE, 67

Position, Principal Occupation and Business Experience

Mr. Price, a former executive officer of Apache Corp., held various positions with Apache Corp. from 1991 through 2009, including Executive Vice President and Corporate Exploration Officer; President, Apache Canada; President, Apache International; and Exploration Manager.  Apache Corp., with headquarters in Houston, Texas, is an oil and gas exploration and

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production company with domestic and international operations.  Mr. Price serves as Chairman of the Board and as a member of the audit, reserves and compensation/governance committees of Tamarack Valley Energy Ltd., Calgary, Alberta, Canada, a publicly held company traded on the Toronto Stock Exchange. Tamarack is involved in the identification, evaluation and operation of resource plays in the Western Canadian sedimentary basin.   From June 2010 to January 2013, Mr. Price served as a director and Chairman of the Board of Gastar Exploration, Inc., a publicly held company located in Houston, Texas.  Mr. Price also served on the compensation and governance, audit and reserves committees of the board at Gastar.  Gastar is engaged in the exploration, development and production of natural gas, natural gas liquids, oil and condensate in the United States and is traded on the NYSE.

Key Attributes, Experience and Skills

Mr. Price has over 40 years of experience in the exploration and production business.  Mr. Price has considerable domestic and international experience in the oil and gas industry, and has held leadership positions with a large public oil and gas company.  His experience during the past three years serving as a director of public and private companies also provides him with invaluable Board skills and experience.  Mr. Price brings extensive oil and gas exploration, operations, management and financial experience to Cimarex’s Compensation and Governance Committee.

L. PAUL TEAGUE, 81

Position, Principal Occupation and Business Experience

Mr. Teague served 35 years with Texaco Inc.  He retired in 1994 as Vice President, Western Exploration & Producing Region of Texaco USA in Denver, Colorado.  Mr. Teague held various positions with Texaco USA, including Vice President-Producing in Houston; Vice President of the New Orleans Producing Division; Division Manager, New Orleans; and General Superintendent of the Offshore Division in New Orleans.

Key Attributes, Experience and Skills

Mr. Teague holds a degree in Petroleum Engineering from Louisiana Tech University and is a graduate of the University of Southern California Executive Program.  He has several industry affiliations, including the former Chairman of the API Executive Committee on Drilling and Production Practices, former President of the Colorado Petroleum Association, a 50-year Legion of Honor Member of the Society of Petroleum Engineers and a member of the Rocky Mountain Oil & Gas Hall of Fame.  He brings his executive experience with a major oil and gas company to bear on corporate governance and executive compensation issues in his role as Chairman of our Compensation and Governance Committee.

DIRECTOR COMPENSATION

Our Compensation and Governance Committee administers our Director compensation program.  Director compensation is designed to be near the 50th percentile of that paid by comparable public oil and gas companies with similar market capitalization and revenue.  We use the same group of companies in reviewing Director compensation as we use in reviewing executive base salary and total direct compensation.  See Competitive Positioning, Section 2, Compensation Discussion and Analysis for a list of, and the methodology followed in selecting, these companies.  The Compensation and Governance Committee uses its independent compensation consultant, Longnecker & Associates (“Longnecker”), to review Director compensation.  The Compensation and Governance Committee, after reviewing the consultant’s recommendations with the CEO and Vice President of Human Resources, recommends Director compensation for Board consideration and approval at the Board meeting held following each year’s Annual Meeting of Shareholders.  Payment of the annual component of Director compensation occurs on June 1 of each year.  Meeting fees are paid as earned.

Through May 14, 2015, compensation for non-employee Directors consisted of the following:

·                  Annual cash retainer of $75,000;

·                  Annual equity retainer of $180,000, comprised of restricted stock that vests in one-third increments on May 1 of each of the three years following the date of grant ;

·                  Committee Chairman fee of $20,000;

·                  Lead Director (who also acts as Nominating Committee Chairman) fee of $40,000;

·                  Board meeting attendance fee of $1,800 per meeting; and

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·                  Committee meeting attendance fee of $1,500 per meeting.

At the May 14, 2015 meeting, the vesting date for the Directors’ equity grant on and after June 1, 2015 was changed from June 1 to May 1 to occur before the usual date for Annual Meetings of Shareholders so that Directors who did not continue past the Annual Meeting would receive partial vesting for the period prior to leaving the Board.  Other than the change in the vesting date for the restricted stock award, non-employee Director compensation did not change.

Independent Director 2015 Compensation

(1)            Represents fees earned for services as a Director during 2015, including the annual cash retainer fee, Board and Committee meeting attendance fees, Committee Chairman fee and Lead Director fee.

(2)            Represents the aggregate grant date fair market value of the 1,563 shares of restricted stock as of the June 1, 2015 grant date.

(3)            Consists of dividends paid during 2015 on unvested restricted stock awards and dividend equivalents paid during 2015 on deferred compensation units that settle in shares of common stock.

(4)            Mr. Box retired and his term as a Director of Cimarex expired after the May 2015 Annual Meeting of Shareholders.

(5)            Ms. Stewart was appointed as a Director on October 30, 2015 and received a pro rata share of the annual cash and equity retainer fees for the year June 1, 2015 to May 31, 2016.

The following table discloses as of December 31, 2015 the aggregate number of outstanding unvested stock awards and the market value of those awards.  (Market value uses an $89.65 share price, which is based on the average of the high and low trading prices on December 31, 2015.)  The Directors have the right to vote and receive dividends on unvested stock awards.  There were no outstanding vested but unexercised option awards as of that date.

Our Corporate Governance Guidelines require that each independent Director own Cimarex stock in an amount equal to three times his or her annual cash retainer.  A newly elected Director has three years from the date of his or her initial election to comply with the Corporate Governance Guidelines.  Restricted stock, restricted stock units and deferred compensation units are counted in calculating ownership; shares subject to options are not counted.  Each of the independent Directors complies with these guidelines.

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CORPORATE GOVERNANCE

Cimarex’s website (www.cimarex.com) includes materials that are helpful in understanding our corporate governance practices:

We believe good corporate governance promotes the long-term interests of shareholders, strengthens Board and management accountability, and helps build public trust.  Copies of corporate governance materials may be requested from our Corporate Secretary, Cimarex Energy Co., 1700 Lincoln Street, Suite 3700, Denver, Colorado 80203.

A summary of key governance matters are noted in the table below:

Interested parties may communicate with our Board by mail directed to our Corporate Secretary or by facsimile (720) 403-9383.  All communications will be forwarded to the Lead Director for the Lead Director’s review.  The Lead Director may take any action the Lead Director deems appropriate or necessary, including, without limitation, forwarding the information to the Board for consideration or, with the concurrence of the Board, retaining independent or outside counsel, accountants or other advisors to address the concern.

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BOARD AND COMMITTEE INFORMATION

Our Board

During 2015, the Board of Directors met five times.  The Board has three Committees:  the Audit Committee, the Compensation and Governance Committee, and the Nominating Committee.  During 2015, each Director attended greater than 75% of the meetings of the Board and the Board Committees on which he or she served.  All Board members are expected to attend the Annual Meeting.  All except one of our Directors attended our 2015 Annual Meeting.

Board Leadership Structure

Cimarex has a combined Chairman of the Board and CEO.  Cimarex also has a Lead Director who is chosen annually from our independent Directors.  Following is a summary of the functions of the Chairman of the Board/CEO and the Lead Director, as provided in our Lead Director Charter:

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The Board believes that the roles of a combined Chairman/CEO and an independent Lead Director having the duties described above serve the interests of our shareholders because this structure provides an appropriate balance between strategy development and independent oversight of management.

Thomas Jorden was elected Chief Executive Officer on September 30, 2011 and Chairman of the Board on August 14, 2012.  He has served as an executive officer of Cimarex since its formation in 2002.  He has considerable knowledge and experience gained through his executive positions with Cimarex and prior industry experience.  This knowledge and experience allow him to focus the activities of the Board on matters most relevant to the success of Cimarex.

Our Board structure is designed to avoid any undue influence by the Chairman of the Board/CEO on the Board.  The Compensation and Governance Committee is comprised entirely of independent Directors.  When the Board acts on the Compensation and Governance Committee’s recommendation for compensation of the Chairman/CEO, it acts without him being present.

The substantial experience and background of our independent Directors ensure their active and knowledgeable involvement in Board matters.  This involvement, and the presence and involvement of our Lead Director, provide the Board with a strong and independent point of view.

Board Committees

The table below provides 2015 membership and meeting information for each of the Board Committees: