STOCKHOLDER PROPOSALS FOR 2023 ABRAXAS ANNUAL MEETING
Abraxas intends to hold its next annual meeting during the second quarter of 2023 (the 2023 Annual Meeting), according to its
normal schedule. In order to be included in the proxy material for the 2023 Annual Meeting, Abraxas must receive eligible proposals from stockholders intended to be presented at the annual meeting a reasonable time before the Company begins to print
and send its proxy materials or the Notice of Internet Availability. Consistent with past practices, the Company suggests that such proposals be received on or before December 5, 2022, directed to the Abraxas Secretary at the address indicated
on the first page of this proxy statement. In accordance with amendments to the federal proxy rules that the SEC adopted on November 17, 2021, stockholders should be aware of certain changes to the process and requirements for nominating
directors in contested director elections, which will apply for purposes of our 2023 annual meeting.
According to our Amended and
Restated Bylaws, Abraxas must receive timely written notice of any stockholder nominations and proposals to be properly brought before the 2023 Annual Meeting. To be timely, such notice must be delivered to the Abraxas Secretary at the principal
executive offices set forth on the first page of this proxy statement between February 10, 2023 and the close of business on March 13, 2023.
The written notice must set forth, as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or
proposal is made: (i) the name and address of such stockholder, as they appear on Abraxas books, and of such beneficial owner, if any; (ii) (a) the class or series and number of Abraxas shares which are, directly or indirectly, owned
beneficially and of record by such stockholder and such beneficial owner; (b) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at
a price related to any class or series of Abraxas shares or with a value derived in whole or in part from the value of any class or series of Abraxas shares, whether or not such instrument or right shall be subject to settlement in the underlying
class or series of Abraxas capital stock or otherwise (a Derivative Instrument) directly or indirectly owned beneficially by such stockholder and any other direct or indirect opportunity to profit or share in any profit derived from any
increase or decrease in the value of Abraxas shares; (c) any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder has a right to vote any shares of any Abraxas security; (d) any short interest in
any Abraxas security (a person shall be deemed to have a short interest in a security if such person, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any
profit derived from any decrease in the value of the subject security); (e) any rights to dividends on the Abraxas shares owned beneficially by such stockholder that are separated or separable from the underlying Abraxas shares; (f) any
proportionate interest in Abraxas shares or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder is a general partner or, directly or indirectly, beneficially owns an interest in a
general partner; and (g) any performance-related fees (other than an asset-based fee) that such stockholder is entitled to, based on any increase or decrease in the value of Abraxas shares or Derivative Instruments, if any, as of the date of
such notice including, without limitation, any such interests held by members of such stockholders immediate family sharing the same household (which information shall be supplemented by such stockholder and beneficial owner, if any, not later
than 10 days after the record date for the meeting to disclose such ownership as of the record date); and (iii) any other information relating to such stockholder and beneficial owner, if any, that would be required to be disclosed in a proxy
statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act, and the rules
and regulations promulgated thereunder.
If the notice relates to any business other than a nomination of a director or directors that the
stockholder proposes to bring before the meeting, the notice must set forth (i) a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest of
such stockholder and beneficial owner, if any, in such business, and (ii) a description of all agreements, arrangements and understandings between such stockholder and beneficial owner, if any, and any other person or persons (including their
names) in connection with the proposal of such business by such stockholder.
In addition to the satisfying the foregoing advance notice
requirements under our Amended and Restated Bylaws, to comply with the universal proxy rules under the Exchange Act, as amended, stockholders who intend to solicit proxies in support of director nominees other than Abraxas nominees must
provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act and that is postmarked or transmitted electronically to Abraxas no later than March 13, 2022.
As to each person, if any, whom the stockholder proposes to nominate for election or reelection to the Board of Directors, the notice must set
forth: (i) all information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a
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