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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

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

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3500 One Williams Center
Tulsa, Oklahoma 74172

April 4, 2017
Dear WPX Energy Stockholders:

        You are cordially invited to attend the 2017 Annual Meeting of Stockholders of WPX Energy, Inc. The meeting will be held on Thursday, May 18, 2017, in the Seville I Room of the Renaissance Tulsa Hotel & Convention Center, 6808 South 107^th East Avenue, Tulsa, Oklahoma 74133, at 9:30 a.m., Central Daylight Time. We look forward to greeting personally as many of our stockholders as possible at the Annual Meeting.

        The notice of the Annual Meeting and proxy statement that accompany this letter provide information concerning matters to be considered and acted upon at the Annual Meeting. Our proxy statement also includes information about the meeting itself, including:

•

how to obtain admission to the meeting if you plan to attend; and



•

different methods you can use to vote by proxy, including by Internet, telephone and mail.

        As a stockholder of WPX Energy, you play an important role in our company by considering and taking action on these matters. We appreciate the time and attention you invest in making thoughtful decisions.

        While most of our stockholders are unlikely to be able to attend the Annual Meeting in person, it is important that your shares be represented and voted at the meeting. We encourage you to vote your shares as promptly as possible.

        Thank you for your continued interest in our company.

		Very truly yours,
		Richard E. Muncrief Chairman of the Board of Directors, President and Chief Executive Officer

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WPX ENERGY, INC.
3500 One Williams Center
Tulsa, Oklahoma 74172

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
May 18, 2017

To the stockholders of WPX Energy, Inc.:

        WPX Energy, Inc. will hold its Annual Meeting of Stockholders on May 18, 2017 at 9:30 a.m. Central Daylight Time in the Seville I Room of the Renaissance Tulsa Hotel & Convention Center, 6808 South 107^th East Avenue, Tulsa, Oklahoma 74133. Details for the Annual Meeting of Stockholders are below:

		By Order of the Board of Directors,
		Stephen E. Brilz Vice President and Corporate Secretary

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 18, 2017:

The Notice of Internet Availability of Proxy Materials, Notice of Annual Meeting,
Proxy Statement and Annual Report are available at
www.edocumentview.com/WPX

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

1.

What is the purpose of the Annual Meeting?

        At the Annual Meeting, stockholders will act upon the matters outlined in the Notice of Annual Meeting of Stockholders. These include the election of directors, an advisory vote to approve our executive compensation, and the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm. Management and representatives of Ernst & Young LLP will be available to respond to questions from stockholders.

2.

What is a proxy?

        It is your legal designation of another person to vote the stock you own in the manner you direct. That other person is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. We have designated Dennis C. Cameron and Stephen E. Brilz to serve as proxies for the Annual Meeting. The Board of Directors will use the proxies at the 2017 Annual Meeting of Stockholders. The proxies also may be voted at any adjournments or postponements of the meeting.

3.

What is a proxy statement?

        It is a document we give you when we are soliciting your vote pursuant to SEC regulations.

4.

What is the difference between a stockholder of record and a stockholder who holds stock in street name?

        Stockholders of Record.    If your shares are registered in your name with our transfer agent, Computershare, you are a stockholder of record with respect to those shares and the Notice or the proxy materials were sent directly to you by Computershare.

        Street Name Holders.    If you hold your shares in an account at a bank or broker, then you are the beneficial owner of shares held in "street name." The Notice or proxy materials were forwarded to you by your bank or broker, who is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your bank or broker on how to vote the shares held in your account.

5.

How many shares must be present to hold the Annual Meeting?

        In order to conduct the Annual Meeting, holders of a majority of the shares entitled to vote as of the close of business on the record date must be present in person or by proxy. This constitutes a quorum. Your shares are counted as present if you attend the Annual Meeting or if your shares are represented by proxy. Abstentions and broker non-votes will be counted as present for purposes of establishing a quorum. If a quorum is not present, we will adjourn the Annual Meeting until a quorum is obtained.

6.

How can I access the proxy materials for the Annual Meeting?

        Stockholders may access the proxy materials, which include the Notice of Internet Availability of Proxy Materials, the Notice of Annual Meeting of Stockholders, Proxy Statement and Annual Report for the year ended December 31, 2016 on the Internet at www.edocumentview.com/WPX. We will also provide a hard copy of any of these documents free of charge upon request as set forth in the Notice of Internet Availability of Proxy Materials or by writing us at: WPX Energy, Inc., 3500 One Williams Center, Tulsa, Oklahoma 74172, Attention: Corporate Secretary.

        Instead of receiving future copies of our proxy materials by mail, you can elect to receive an e-mail that will provide electronic links to these documents. Opting to receive your proxy materials online will save the cost of producing and mailing documents to your home or business, will give you an electronic link to the proxy voting site and will also help preserve environmental resources.

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        Stockholders of Record.    If you vote on the Internet at www.envisionreports.com/WPX, simply follow the prompts for enrolling in the electronic proxy delivery service. You also may enroll in the electronic proxy delivery service at any time by going directly to www.envisionreports.com/WPX and following the enrollment instructions.

        Street Name Holders.    If you hold your shares in a bank or brokerage account, you may also have the opportunity to receive the proxy materials electronically. Please check the information provided in the proxy materials you receive from your bank or broker regarding the availability of this service.

7.

How do I attend the Annual Meeting? What do I need to bring?

        All stockholders as of the Record Date may attend. Please bring to the meeting:

        Proof of Ownership,    such as a copy of your Notice or proxy card, or a copy of a brokerage or bank statement showing your share ownership as of the Record Date; and

        Proof of Identification,    such as a valid driver's license or passport.

        If you hold your shares in street name, you will not be able to vote your shares at the Annual Meeting without a legal proxy, as described in Question 8.

        Please note that use of cameras, phones or other similar electronic devices and the bringing of large bags, packages or sound or video recording equipment will not be permitted in the meeting room. Attendees will also be required to comply with rules of order and procedure that will be available at the meeting.

8.

How can I vote at the Annual Meeting if I own shares in street name?

        If you are a street name holder, you may not vote your shares at the Annual Meeting unless you obtain a legal proxy from your bank or broker. A legal proxy is a bank's or broker's authorization for you to vote the shares it holds in its name on your behalf. To obtain a legal proxy, please contact your bank or broker for further information.

9.

What shares are included on the Notice, proxy card or voting instruction form?

        If you are a stockholder of record, you will receive only one Notice or proxy card for all the shares of common stock you hold:

•

in certificate form; and



•

in book-entry form.

        If you hold shares in our Employee Stock Purchase Plan, you will receive a separate Notice or proxy card applicable to those shares.

        If you hold your shares in street name, you will receive one Notice or voting instruction form for each account you have with a bank or broker. If you hold shares in multiple accounts, you may need to provide voting instructions for each account.

10.

What different methods can I use to vote?

        By Written Proxy.    All stockholders of record who received proxy materials by mail can vote by written proxy card. If you received a Notice or the proxy materials electronically, you may request a proxy card at any time by following the instructions on the Notice or on the voting website. If you are a street name holder, you will receive instructions on how you may vote from your bank or broker, unless you previously enrolled in electronic delivery.

        By Telephone or Internet.    All stockholders of record can vote by telephone from the U.S. and Canada, using the toll-free telephone number on the proxy card, or through the Internet using the

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procedures and instructions described on the Notice or proxy card. Street name holders may vote by Internet or telephone if their bank or broker makes those methods available, in which case the bank or broker will enclose the instructions with the proxy materials. The Internet and telephone voting procedures are designed to authenticate stockholders' identities, allow stockholders to vote their shares and to confirm that their instructions have been properly recorded.

        In Person.    All stockholders of record may vote in person at the Annual Meeting. Street name holders may vote in person at the Annual Meeting if they have a legal proxy, as described in Question 8.

        The Notice is not a proxy card and it cannot be used to vote your shares.

11.

What is the record date and what does it mean?

        The record date for the Annual Meeting is March 27, 2017. Only owners of record of shares of common stock of the Company at the close of business on the record date are entitled to notice of and to vote at the Annual Meeting, or at any adjournments or postponements of the Annual Meeting. On March 27, 2017, there were 397,415,437 shares of common stock issued, outstanding and entitled to vote. Each owner of record on the record date is entitled to one vote for each share of common stock held.

        The record date was established by our Board of Directors as required by the General Corporation Law of the State of Delaware. Owners of record of common stock at the close of business on the record date are entitled to:

•

receive notice of the Annual Meeting; and



•

vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting.

12.

If I submit a proxy, may I later revoke it and/or change my vote?

        Stockholders may revoke a proxy and/or change their vote prior to the completion of voting at the Annual Meeting by:

•

signing another proxy card or voting instruction form with a later date and delivering it to the Corporate Secretary before the Annual Meeting;



•

voting again over the Internet or by telephone prior to 11:59 p.m., Eastern Time, on May 17, 2017 (or, if you are a street name holder, such earlier time as your bank or broker may direct);



•

voting at the Annual Meeting if you are a stockholder of record or are a street name holder that has obtained a legal proxy from your bank or broker; or



•

notifying the Corporate Secretary of the Company in writing before the Annual Meeting.

13.

Are votes confidential? Who counts the votes?

        We hold the votes of all stockholders in confidence from directors, officers and employees except:

•

as necessary to meet applicable legal requirements and to assert or defend claims or potential claims for or against the Company;



•

in case of a contested or potentially contested proxy solicitation;



•

if a stockholder makes a written comment on the proxy card or otherwise communicates his or her vote to management; or



•

to allow the independent inspectors of the election to certify the results of the vote.

        We have retained Computershare to tabulate the votes and act as independent inspector of the election.

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14.

What are my choices when voting for director nominees and what vote is needed to elect directors?

        In the vote on the election of director nominees, stockholders may:

•

vote in favor of a nominee;



•

vote against a nominee; or



•

abstain from voting with respect to a nominee.

        Directors will be elected at the Annual Meeting upon receipt of more votes cast "for" than "against" his or her election; abstentions will not count as votes cast with respect to a director's election. Our Corporate Governance Guidelines requires all directors to tender, promptly after their election, irrevocable resignations from the Board of Directors that will be effective if the director does not receive a greater number of votes "for" than "against" his or her election in an uncontested election. Under this policy, the Board of Directors will determine whether to accept or reject the offer to resign and publicly disclose its decision within 90 days from the date of the certification of the election results. The text of this policy appears in our Corporate Governance Guidelines, which are available on our website at www.wpxenergy.com.

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

15.

What are my choices when voting on each of the other proposals considered at the Annual Meeting?

        For each of the other proposals stockholders may:

•

vote for the proposal;



•

vote against the proposal; or



•

abstain from voting on the proposal.

16.

16. What is the Board's recommendation with regard to each proposal?

        The Board of Directors makes the following recommendation with regard to each proposal:

•

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



•

The Board of Directors recommends a vote FOR advisory approval of the Company's executive compensation.



•

The Board of Directors recommends a vote FOR ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm.

17.

What vote is needed to approve each proposal?

        Please see Question 14 regarding the vote that is needed for the election of directors.

        Each of the remaining proposals must be approved by the holders of a majority of the shares present and entitled to vote in person or by proxy at the Annual Meeting in order to pass. The Board of Directors will consider the result of the advisory vote to approve our executive compensation when considering future executive compensation decisions.

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18.

What if I do not specify a choice for a matter when returning a proxy?

        Stockholders should specify their choice for each matter in the manner described in the Notice or on their proxy card. If no specific instructions are given, proxies that are signed and returned will be voted:

•

FOR the election of all director nominees;



•

FOR the advisory approval of our executive compensation; and



•

FOR the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm.

19.

Are my shares voted if I do not provide a proxy?

        If you are a stockholder of record and do not provide a proxy, you must attend the Annual Meeting in order to vote. If you hold shares through an account with a bank or broker, your shares may be voted by the bank or broker on some matters if you do not provide voting instructions. Banks and brokers have the authority under New York Stock Exchange ("NYSE") rules to vote shares for which their customers do not provide voting instructions on routine matters. The ratification of Ernst & Young LLP as our independent registered public accounting firm is considered a routine matter. The election of directors and the votes on the other matters described in this proxy statement are not considered routine and banks and brokers cannot vote shares without instruction on those matters. Shares that banks and brokers are not authorized to vote are counted as "broker non-votes."

20.

How are abstentions and broker non-votes counted?

        Abstentions have no effect on the election of directors, as only "for" and "against" votes are counted. Abstentions have the effect of an "AGAINST" vote on each of the other matters described in this proxy statement. Broker non-votes will be treated as not present and not entitled to vote.

21.

Does the Company have a policy about directors' attendance at the Annual Meeting of Stockholders?

        The Company expects directors to attend the Annual Meeting, absent a compelling reason.

22.

What are the deadlines for submitting stockholder proposals for the 2018 Annual Meeting?

        Stockholder Proposals to Be Considered for Inclusion in the Company's Proxy Materials.    To be considered for inclusion in our proxy statement for our 2018 Annual Meeting, stockholder proposals submitted in accordance with the SEC's Rule 14a-8 must be received not later than December 5, 2017 and be submitted in accordance with the SEC's Rule 14a-8. Stockholder proposals received after the close of business on December 5, 2017 would be untimely. These stockholder proposals must be in writing and received by the deadline described above at our principal executive offices at WPX Energy, Inc., 3500 One Williams Center, Tulsa, Oklahoma 74172, Attention: Corporate Secretary. If we do not receive a stockholder proposal by the deadline described above, the proposal may be excluded from our proxy statement for our 2018 Annual Meeting.

        Other Stockholder Proposals for Presentation at the 2018 Annual Meeting.    A stockholder proposal that is not submitted for inclusion in our proxy statement for our 2018 Annual Meeting, but is instead sought to be presented at the 2018 Annual Meeting, must comply with the "advance notice" deadlines in our Bylaws. As such, these stockholder proposals must be received no earlier than January 18, 2018, and no later than the close of business on February 17, 2018. These stockholder proposals must be in writing and received within the "advance notice" deadlines described above at our principal executive offices at WPX Energy, Inc., 3500 One Williams Center, Tulsa, Oklahoma 74172, Attention: Corporate Secretary. These stockholder proposals must be in the form provided in our Bylaws and must include the information set forth in the Bylaws about the stockholder proposing the business and any

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associated person, including information about the direct and indirect ownership of or derivative positions in the Company's common stock and arrangements and understandings related to the proposed business or the voting of the Company's common stock. If we do not receive a stockholder proposal and the required information regarding the stockholder and any associated person by the "advance notice" deadlines described above, the proposal may be excluded from the proxy statement and from consideration at the 2018 Annual Meeting. The "advance notice" requirement described above supersedes the notice period in SEC Rule 14a-4(c)(1) of the federal proxy rules regarding the discretionary proxy voting authority with respect to such stockholder business.

23.

How are proxies solicited and what is the cost?

        We bear all expenses incurred in connection with the solicitation of proxies. 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 may also solicit proxies by mail, telephone and personal contact. They will not receive any additional compensation for these activities.

24.

Where can I find more information about my voting rights as a stockholder?

        The SEC has an informational website that provides stockholders with general information about how to cast their vote and why voting should be an important consideration for stockholders. You may access that information at www.sec.gov/spotlight/proxymatters.shtml or at www.investor.gov.

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PROPOSAL 1—ELECTION OF DIRECTORS

Director Nomination Process

Criteria for Nomination to the Board

        The Nominating and Governance Committee Charter, which is available on our website at www.wpxenergy.com under "Investors" and "Corporate Governance," provides that the Nominating and Governance Committee must develop and recommend to the Board qualifications for assessing director candidates and identify and recommend to the Board individuals for nomination as Board members.

        Our Corporate Governance Guidelines set forth criteria for independent director nominees. The Nominating and Governance Committee evaluates potential Board nominees against these criteria in determining whether to recommend any potential nominee for consideration for election as a member of the Board. These criteria include the following:

•

An understanding of business and financial affairs and the complexities of a business organization. Although a career in business is not essential, the nominee should have a proven record of competence and accomplishments through leadership in industry, education, the professions or government, and should be willing to maintain a committed relationship with the Company as a director.



•

A genuine interest in representing all of the stockholders and the interest of the Company overall.



•

A willingness and ability to spend the necessary time to function effectively as a director.



•

An open-minded approach to matters and the resolve to independently analyze matters presented for consideration.



•

A reputation for honesty and integrity beyond question.



•

Independence as defined by the NYSE, and qualifications otherwise required in accordance with applicable law or regulation.

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        The following table highlights each director nominee's specific skills, knowledge and experiences. A particular director may possess additional skills, knowledge or experience even though they are not listed below. Each director biography below describes the skills and experiences of directors in detail.

        The Nominating and Governance Committee routinely evaluates the composition of the Board to assess the skills and experience that are currently represented on the Board, as well as the skills and experience the Board will find valuable in the future, given the Company's current situation and strategic plans. The Nominating and Governance Committee seeks a variety of occupational and personal backgrounds on the Board in order to obtain a range of viewpoints and perspectives and to enhance the diversity of the Board in such areas as race, gender, ethnicity and age. This assessment enables the Board to update, if necessary, the skills and experience it seeks in the Board as a whole, and in individual directors, as the Company's needs evolve and change over time.

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Process for Identifying and Evaluating Nominees

        In considering potential candidates to the Board who are not incumbent directors, the Nominating and Governance Committee, with input from the full Board of Directors, assesses the potential candidate's qualifications, taking into account the criteria listed above, and how these qualifications fit with the desired composition of the Board of Directors as a whole.

        In the case of incumbent directors, in addition to the criteria listed above, the Nominating and Governance Committee reviews the directors' overall performance on the Board of Directors and other relevant factors.

Stockholder Recommendations for Nominees

        The Nominating and Governance Committee will consider nominees recommended by our stockholders. Any stockholder wishing to propose a nominee for consideration by the Nominating and Governance Committee should submit a recommendation in writing to our Corporate Secretary at our principal executive office, indicating the nominees' qualifications and other relevant biographical information and providing confirmation of the nominee's consent to serve as a director. The Nominating and Governance Committee does not intend to alter its criteria for evaluating potential director candidates, including the criteria set forth above, in the case of director candidates recommended by stockholders. The Nominating and Governance Committee periodically considers recommendations for director candidates.

        If you wish to submit a director nomination at a future annual meeting, you must supply timely written notice to the Corporate Secretary. For the 2018 Annual Meeting, this notice must be received at our principal executive offices, directed to the Corporate Secretary, no earlier than January 18, 2018, and no later than February 17, 2018. The notice must include the information set forth in the Bylaws about each proposed nominee, including: (i) the name, age, business address, residence address and principal occupation or employment, business experience during the past five years and any other directorships of public companies currently held or held during the last five years, (ii) the number of shares of the Company's common stock which are beneficially owned, and (iii) other information concerning the nominee as would be required in soliciting proxies for the election of that nominee. The notice must also include the information set forth in the Bylaws about the stockholder making the nomination and any associated person, including information about the direct and indirect ownership of or derivative positions in the Company's common stock and arrangements and understandings related to the proposed nomination or the voting of the Company's common stock. The notice must also include a signed consent of each nominee to be named in the proxy statement as a nominee and to serve as a director of the Company if elected. If we do not receive a notice and the required information regarding the nominee, the stockholder and any associated person by the deadline described above, the proposed nominee may be excluded from consideration by the Nominating and Governance Committee. The Nominating and Governance Committee will only evaluate stockholder-recommended candidates if those recommendations meet the requirements described in this proxy statement and our Bylaws.

2017 Director Nominees

        The first proposal for consideration at the Annual Meeting is the election of each of the eleven candidates named below as a director for a one-year term expiring at our 2018 Annual Meeting, or until his or her successor is duly elected and qualified.

        At our 2015 Annual Meeting, stockholders voted to eliminate prospectively the classification of directors on our Board. Previously, our directors had been classified into three separate classes and held office for staggered three-year terms. Effective as of the 2017 Annual Meeting, all of our director nominees will be elected for one-year terms. Our Board is currently fixed at 11 members.

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        Upon the recommendation of the Nominating and Governance Committee, the Board has nominated each of the directors identified below as a nominee for a one-year term expiring at the 2018 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified.

The Board of Directors recommends that you vote FOR the election of each of the nominees. Proxies will be voted FOR the election of each nominee unless you specify otherwise.

        The following presents a brief biographical description of each director nominee, as well as a discussion of the specific experience, qualification and skills of each director that helped lead the Board to conclude that each respective director should continue to serve as a member of the Board.

Nominees

        John A. Carrig. Mr. Carrig has been a director since December 2011. Mr. Carrig is the former President and Chief Operating Officer of ConocoPhillips (a large integrated oil company with operations in more than 30 countries). He joined Phillips Petroleum in London in 1978 as a tax attorney. In 1981, he transferred to Bartlesville, Oklahoma, and was associated with the corporate tax staff until 1993 when he joined the treasury group as finance manager. He was then named Assistant Treasurer of Finance, and in 1995 he accepted the position of Treasurer. He was Vice President and Treasurer from 1996 to 2000 when he was named Senior Vice President and Treasurer. He was elected Senior Vice President and Chief Financial Officer for Phillips in 2001, a position he held until the ConocoPhillips merger occurred in 2002, at which time he became Executive Vice President, Finance, and Chief Financial Officer of ConocoPhillips. In 2008, he was appointed President and Chief Operating Officer of ConocoPhillips and became responsible for global operations, including exploration and production, refining and transportation, project development and procurement, and health, safety and environmental matters. Mr. Carrig served as President of ConocoPhillips until his retirement in March 2011. Mr. Carrig graduated Phi Beta Kappa with a B.A. from Rutgers University and received his law degree from Temple University. He also holds an advance degree in tax law from New York University School of Law. Mr. Carrig also serves as a director of Forum Energy Technologies, Inc. (manufacturer of oil and gas field machinery and equipment), TRC Companies, Inc. (engineering, consulting and construction management services to the energy, environmental and infrastructure markets) and Skanska AB (a global project development and construction company).

        We believe Mr. Carrig is well qualified to serve as a member of our Board. Mr. Carrig has many years of experience in our industry, including operating, financial and executive experience, and we believe these experiences are critical to his ability to identify, understand and address challenges and opportunities that we face.

        William R. Granberry. Mr. Granberry has been a director since December 2011. Mr. Granberry served as a director of The Williams Companies, Inc. ("Williams") from 2005 until December 2011, and

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served as a member of Williams' Compensation Committee and its Finance Committee. Mr. Granberry was a member of Compass Operating Company LLC (a small, private oil and gas exploration, development, and producing company) from October 2004 through December 2013, at which time he retired and sold his interest to the other members. From 1999 to 2004, as an independent consultant, he managed investments and consulted with oil and gas companies. From 1996 to 1999, Mr. Granberry was President and Chief Operating Officer of Tom Brown, Inc. (a public oil and gas company with exploration, development, acquisition, and production activities throughout the central United States). He has worked in the oil and gas industry in various capacities for 50 years, including as a manager of engineering at Amoco (a global energy company) and in executive positions for smaller independent energy companies. Mr. Granberry has served on committees and boards of industry organizations, including the Society of Petroleum Engineers, the American Petroleum Institute, and the Independent Producers Association of America. Mr. Granberry holds B.S. and M.S. degrees in petroleum engineering from the University of Texas. Mr. Granberry is a director of Legacy Reserves GP, LLC (an independent acquirer and developer of oil and natural gas properties).

        We believe Mr. Granberry is well qualified to serve as a member of our Board. Mr. Granberry has many years of experience in our industry, including executive, investment and operating experience, and we believe these experiences are critical to his ability to identify, understand and address challenges and opportunities that we face. Mr. Granberry also has extensive public policy experience from serving on committees and boards of industry organizations.

        Robert K. Herdman. Mr. Herdman has been a director since December 2011. Since 2004, Mr. Herdman has been a Managing Director of Kalorama Partners LLC (a Washington, D.C. consulting firm specializing in providing advice regarding corporate governance, risk assessment, crisis management and related matters). Prior to joining Kalorama, Mr. Herdman was the Chief Accountant of the SEC from October 2001 to November 2002. Prior to joining the SEC, he was Ernst & Young's Vice Chairman of Professional Practice for its Assurance and Advisory Business Services ("AABS") practice in the Americas and the Global Director of AABS Professional Practice for Ernst & Young International. Mr. Herdman was also the senior Ernst & Young partner responsible for the firm's relationship with the SEC, Financial Accounting Standards Board and American Institute of Certified Public Accountants ("AICPA"). Mr. Herdman served on the AICPA's SEC Practice Section Executive Committee from 1995 to 2001 and as a member of the AICPA's Board of Directors from 2000 to 2001. He holds a B.S.C. in accounting from DePaul University. Mr. Herdman is currently on the board of directors of Cummins Inc. and is chair of its audit committee. Prior to April 2015, he served on the board of directors of HSBC Finance Corporation (formerly Household International, Inc.), HSBC North America Holdings, Inc. and HSBC US, Inc.

        We believe Mr. Herdman is well qualified to serve as a member of our Board. Mr. Herdman has significant experience in finance and accounting, including expertise as the chair of the audit committees for public companies, and we believe these experiences are important to his ability to understand and address challenges and opportunities that we face. Mr. Herdman's SEC and public accounting experience provided him with insight into the business operations and financial performance of a significant number of public companies, which is advantageous to us as a public company.

        Kelt Kindick. Mr. Kindick has been a director since January 2013. Mr. Kindick served as chief financial officer and partner at Bain & Company, Inc., a management consulting firm, from January 2009 until his retirement on December 31, 2012. He has been serving as Advisory Partner for Bain & Company since January 1, 2013. He joined Bain & Company, Inc. in 1980, was elected partner in 1986, served as Managing Director of the firm's Boston office from 1991 to 1996, and as Chairman of the firm's executive committee from 1998 to 1999. Mr. Kindick also served as chief financial officer of the Commonwealth of Massachusetts from 2003 to 2004. Mr. Kindick is the lead director of The Advisory Board Company. He received a B.A. degree from Franklin & Marshall College and an M.B.A. from Harvard Business School.

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        We believe that Mr. Kindick is well qualified to serve as a member of our Board. His long service at a leading management consulting firm, where he has developed extensive experience in assessing and advising on corporate strategy, finance, operations, and talent management, as well as his finance and accounting experience, will be advantageous to us.

        Karl F. Kurz. Mr. Kurz has been a director since January 2014. From September 2009 until his retirement in September 2012, Mr. Kurz served as a managing director, co-head of the energy group and a member of the investment committee at CCMP Capital Advisors LLC, a leading global private equity firm with a focus on energy investments, among other areas. Prior to joining CCMP, Mr. Kurz spent nine years with Anadarko Petroleum Corporation, most recently serving as chief operating officer responsible for overseeing the company's global exploration and production, marketing, midstream, land, technology and service businesses. Prior to joining Anadarko, Mr. Kurz was general manager of midstream and marketing for Vastar Resources, Inc., where he managed the company's marketing of oil, natural gas liquids, gas and gas processing. Prior to joining Vastar in 1995, Mr. Kurz held management positions at ARCO Oil and Gas Company in several business units including reservoir engineering, production operations, crude oil marketing, hedging, and financial trading. Mr. Kurz holds a B.S, magna cum laude, in petroleum engineering from Texas A&M University and he is a graduate of Harvard Business School's Advanced Management Program. Mr. Kurz also serves as a director of SemGroup Corporation (midstream services provider to independent oil and gas producers and refiners) and American Water Works Company, Inc. (water and wastewater services company). Mr. Kurz served as a director of Western Gas Partners from May 2008 through March 2009 and Global Geophysical Services, Inc. (seismic data solutions for the oil and gas industry) from December 2010 through December 2014.

        We believe Mr. Kurz is well qualified to serve as a member of our Board. Mr. Kurz has many years of experience in our industry, including executive, investment and operating experience, and we believe these experiences are critical to his ability to identify, understand and address challenges and opportunities that we face. Mr. Kurz also has extensive public policy experience from serving on committees and boards of industry organizations.

        Henry E. Lentz. Mr. Lentz has been a director since December 2011. In May 2011, Mr. Lentz retired from Lazard Frères & Co (an investment banking firm), where he had served as a Managing Director since June 2009. He was a Managing Director of Barclays Capital (an investment banking firm and successor to Lehman Brothers Inc.) from September 2008 to June 2009. From January 2004 to September 2008 he was employed as an Advisory Director by Lehman Brothers. He joined Lehman Brothers in 1971 and became a Managing Director in 1976. He left the firm in 1988 to become Vice Chairman of Wasserstein Perella Group, Inc. (an investment banking firm). In 1993, he returned to Lehman Brothers as a Managing Director and served as head of the firm's worldwide energy practice. In 1996, he joined Lehman Brothers' Merchant Banking Group as a Principal and in January 2003 became a consultant to the Merchant Banking Group. Mr. Lentz holds a B.A. from the College of the Holy Cross and an M.B.A. from the Wharton School of Business at the University of Pennsylvania. Mr. Lentz served as a director of Rowan Companies, Inc. from 1990 until 2014, and served as the non-executive Chairman beginning in 2009. He is currently on the board of directors of Peabody Energy Corporation, Macquarie Infrastructure Corporation and CARBO Ceramics, Inc.

        We believe Mr. Lentz is well qualified to serve as a member of our Board. Mr. Lentz has significant experience in investment banking and financial matters, and we believe these experiences are critical to his ability to identify, understand and address challenges and opportunities that we face. Mr. Lentz also has corporate governance experience as a result of serving on other public company boards of directors, which is advantageous to us as a public company.

        George A. Lorch. Mr. Lorch has been a director since December 2011. Mr. Lorch served as a director of Williams from 2001 until December 2011, and served as a member of Williams'

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Compensation Committee and its Nominating and Governance Committee. Mr. Lorch was Chairman Emeritus of Armstrong Holdings, Inc., the holding company for Armstrong World Industries, Inc. (a manufacturer and marketer of floors, ceilings, and cabinets). He was the Chief Executive Officer and President of Armstrong World Industries, Inc. from 1993 to 1994 and Chairman of the Board and Chief Executive Officer from 1994 to 2000. From May 2000 to August 2000, he was Chairman of the Board and Chief Executive Officer of Armstrong Holdings, Inc. Mr. Lorch has 37 years of sales and marketing experience at Armstrong, including 17 years of experience as a head of operations, with responsibility for strategy, profit statements, balance sheets, and stockholder relations. During his many years as a director in varied industries, Mr. Lorch has participated in CEO searches, succession planning, strategy development, takeover defense and offense, and director recruitment, and he has served on dozens of board committees. Mr. Lorch holds a B.S. in business administration from Virginia Polytechnic Institute and State University and has also completed an executive management course at the Kellogg School of Management at Northwestern University. Mr. Lorch served as a director of Pfizer, Inc. (a research-based pharmaceutical company) from 2000 until April 2015, acting as Non-Executive Chairman from December 2010 to December 2011, and as Lead Independent Director from December 2011 until April 2015. He is the Lead Independent Director, a member of the Compensation Committee, and Chairman of the Nominating and Corporate Governance Committee of the board of Autoliv, Inc. (a developer, manufacturer, and supplier of automotive safety systems), and a director, a member of the Compensation Committee, and Chairman of the Corporate Governance and Nominating Committee of the board of Masonite (a publicly held door manufacturer). Mr. Lorch has served as an advisor to the Carlyle Group (a private equity firm).

        We believe that Mr. Lorch is well qualified to serve as a member of our Board. Mr. Lorch's executive experience provides valuable financial and management experience, including expertise leading a large organization with national operations, and we believe these experiences are critical to his ability to identify, understand and address challenges and opportunities that we face. Mr. Lorch also has knowledge and understanding of the strategy, recruitment, compensation and corporate governance issues that we face from his extensive experience as a director.

        William G. Lowrie. Mr. Lowrie served as Chairman of our Board of Directors from December 2011 until January 2017, and has since served as our independent Lead Director. Mr. Lowrie served as a director of Williams Inc. from 2003 until December 2011, and served as a member of Williams' Audit Committee and its Nominating and Governance Committee. In 1999, Mr. Lowrie retired as Deputy Chief Executive Officer and director of BP Amoco PLC (a global energy company), where he spent his entire 33-year career. At Amoco, Mr. Lowrie held various positions of increasing responsibility, developing expertise in drilling, reservoir engineering, financial analysis of projects, and other skills related to the oil and natural gas exploration, production, and processing businesses. At various times in his Amoco tenure, Mr. Lowrie managed natural gas and natural gas liquids pipeline operations, hedging and other hydrocarbon price risk mitigation functions, international contract negotiations, petroleum product refining and marketing operations, environmental health and safety program design, and the development and execution of a process for managing capital investment projects. Mr. Lowrie also worked closely with all financial functions, internal and external auditors, and industry organizations such as the American Petroleum Institute. From 1995 to 1999, Mr. Lowrie served on the board of Bank One Corporation (now JP Morgan Chase), including on that board's audit committee. He holds a bachelor of chemical engineering degree from The Ohio State University and has attended the Executive Program at the University of Virginia. Mr. Lowrie is a director of The Ohio State University Foundation and a trustee and chairman of the South Carolina chapter of The Nature Conservancy. He is chairman and director of SCR Technologies, Inc., a private start-up technology company.

        We believe that Mr. Lowrie is well qualified to serve as a member of our Board. Mr. Lowrie has many years of experience in our industry, including operating, financial and executive experience, and

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we believe these experiences are critical to his ability to identify, understand and address challenges and opportunities that we face. Mr. Lowrie also has extensive risk-management experience from his time at BP Amoco and from his service on Williams' Audit Committee.

        Kimberly S. Lubel. Ms. Lubel has been a director since December 2011. She has served as Chairman of the Board, President and Chief Executive Officer of CST Brands, Inc. (a publicly-traded retailer of transportation fuels and convenience goods) since May 2013. Ms. Lubel has also served as the Chairman of the Board of the general partner of CrossAmerica Partners L.P. (a publicly-traded master limited partnership) since October 2014, when CST Brands acquired the general partner. CST Brands entered into a merger agreement with Alimentation Couche-Tard Inc. on August 22, 2016, and Ms. Lubel will retire from her positions at CST Brands and CrossAmerica Partners following the closing of the merger. The closing is expected to occur in the second quarter of 2017. In January 2013, Ms. Lubel became responsible for the retail organization of Valero Energy Corporation (a large independent refiner of transportation fuels and related products) in the United States and Canada as Executive Vice President and President Retail, and served in that capacity until the spin-off of the retail organization as CST Brands, Inc. Ms. Lubel previously served from October 2008 to December 31, 2012, as Executive Vice President and General Counsel for Valero with responsibility over Valero's legal, ad valorem tax, health, safety and environmental, energy and gases, reliability, and project execution departments. She joined Valero in 1997 as Corporate Counsel. From April 2006 to October 2008, she served as Senior Vice President & General Counsel. She served as lead attorney for most of Valero's major acquisitions during her tenure with Valero. Ms. Lubel holds a B.A. in Spanish and a B.A. in international studies from Miami University (Ohio), an M.A. in international relations from Baylor University, and a J.D. from the University of Texas School of Law. She is also a graduate of the Executive Program at Stanford University. Ms. Lubel serves on the Texas Christian University Chancellor's Advisory Council.

        We believe that Ms. Lubel is well qualified to serve as a member of our Board. Her chief executive officer experience is critical to her ability to identify, understand and address challenges and opportunities that we face. As a result of her executive experience, Ms. Lubel also has an understanding of compensation and corporate governance issues that we face. Her experience as lead attorney for complex transactions well positions her to advise on any transactions that we may consider. Her familiarity with legal and regulatory issues, including expertise on complex health, safety, and environmental matters, also positions her well to advise on such issues.

        Richard E. Muncrief. Mr. Muncrief was appointed President and Chief Executive Officer of the Company on May 15, 2014, and on January 1, 2017 he was appointed Chairman of the Board of Directors as well. He had earlier served since June 2009 as Senior Vice President, Operations and Resource Development of Continental Resources, Inc. Prior to joining Continental, he was employed from August 2008 through May 2009 by Resource Production Company, where he served as Corporate Business Manager. From September 2007 to August 2008, he served as President, Chief Operating Officer and as a director of Quest Midstream Partners, LP. From 1980 to 2007, he served in various managerial capacities with ConocoPhillips and its predecessor companies, Burlington Resources, Meridian Oil and El Paso Exploration. Mr. Muncrief holds a B.S. in petroleum engineering technology from Oklahoma State University. Mr. Muncrief served as a director of Apco Oil and Gas International Inc. ("Apco"), a majority-owned subsidiary of the Company until January 2015, from August 2014 until January 2015.

        We believe Mr. Muncrief is well qualified to serve as a member of our Board. Mr. Muncrief has many years of experience in the upstream and midstream energy business, and we believe this experience will be critical to his ability to identify, understand and address the challenges and opportunities that we face. As our President and Chief Executive Officer, with intimate knowledge of our business and operations, Mr. Muncrief brings a valuable perspective to the Board. Further, we

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believe that Mr. Muncrief's experience with managing the operations of a large, public company is advantageous to us.

        David F. Work. Mr. Work has served as a director since December 2011. In 2000, Mr. Work retired as Regional President from BP Amoco Corporation (a global energy company) where he served in various capacities since 1987. As Regional President, Mr. Work was the senior BP Amoco representative in the Gulf Coast, Southwest and Rocky Mountain states, and his responsibilities included coordinating the vice presidents of BP Amoco's seven exploration and production business units, as well as the leaders of the gas, power, oil and chemical businesses located in the area. Prior to serving as Regional President, Mr. Work served as a Group Vice President in BP Amoco's Exploration and Production stream and was a member of its Executive Committee. Prior to the merger between BP and Amoco, Mr. Work had positions of increasing responsibility at Amoco Corporation, including Senior Vice President of Shared Services and Group Vice President of worldwide exploration for the exploration and production sector. Mr. Work served on the board of directors of CGGVeritas Service Holdings Inc. (formerly Veritas DGC Inc.) from 2004 until October 2012. Since 2009, he has served on the board of directors of Hat Creek Energy. Mr. Work was a management consultant for TerraTek, a Schlumberger company for two years. Mr. Work also volunteers as a member of the Land Trust Alliance Advisory Council and is a member of the board of trustees of the Wyoming chapter of The Nature Conservancy, the Teton Science School and the Teton Regional Land Trust. He holds a B.A. in geology from Wesleyan University and an M.S. in geology from the University of California—Santa Cruz. Mr. Work is involved in several professional organizations, including the American Geologic Institute and the American Association of Petroleum Geologists.

        We believe Mr. Work is well qualified to serve as a member of our Board. Mr. Work has many years of experience in our industry, including operating and executive experience, and we believe these experiences are critical to his ability to identify, understand and address challenges and opportunities that we face. Mr. Work's extensive experience in identifying exploration and production opportunities is advantageous to us as an independent company.

CORPORATE GOVERNANCE

Overview

        WPX is committed to high standards of corporate governance and ethical business conduct. Important documents that are reflective of this commitment include our Certificate of Incorporation, Bylaws, Corporate Governance Guidelines, charters of the committees of our Board of Directors, our Lead Director Charter, and our Code of Business Conduct. You can access these documents at www.wpxenergy.com under "Investors" and "Corporate Governance" to learn more about our corporate governance practices.

Corporate Governance Practices

        Some of our key corporate governance practices include:

Board Structure

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Majority Vote Standard.  Our Bylaws and Corporate Governance Guidelines provide that each director must be elected by a majority vote in an uncontested election. Our Corporate Governance Guidelines also provide that a director nominee must submit an irrevocable resignation effective upon the failure to receive more votes cast "for" than "against" his or her election or re-election and Board acceptance of such resignation.



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Board Leadership Structure.  The Board believes that independent leadership is important. The Board also believes that, depending on what appears to be in the best interests of the Company

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and its stockholders at any given point in time, it should be able to choose whether the roles of Chairman of the Board and Chief Executive Officer are combined or separate. In cases where the Board believes that those roles should be combined, the independent directors will select from among themselves an individual who acts as Lead Director. The duties and responsibilities of the Lead Director are set forth in a Lead Director Charter that is available on our website at www.wpxenergy.com. The independent directors assess the Board's leadership structure annually and conduct annual performance evaluations of both the Chairman of the Board and the Lead Director. When the positions of Chairman of the Board and Chief Executive Officer are combined, the performance evaluation of the Chairman of the Board role is in addition to the performance evaluation of the Chief Executive Officer role.

Board and Board Committees Composition and Performance

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Limitation on Public Company Directorships.  A director may not serve on more than five public company boards of directors (including the Company's).



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Resignation Upon Change in Status.  Each of our directors is required to offer his or her resignation upon a material change in his or her status, including a change in his or her principal business associations.



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Executive Sessions.  Our Board of Directors and each Board committee regularly conduct executive sessions of non-management directors. Our Lead Director presides over each executive session of non-management directors. Committee Chairs preside over executive sessions of their respective committees.



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Independent Advisors.  Our Board of Directors and Board committees have the authority to retain independent advisors.



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Annual Performance Reviews.  Our Board of Directors and Board committees conduct performance reviews annually.



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New Director Orientations.  New directors are required to complete an orientation program upon joining the Board, and all directors are given the opportunity and are encouraged to participate in continuing education programs.

Guidelines and Board Policies

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Stock Ownership Guidelines. We maintain stock ownership and retention guidelines for directors and executive officers. See "Compensation Discussion and Analysis—Other Compensation Practices—Stock Ownership Guidelines" and "Director Compensation."



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Approval Procedures for Related-Person Transactions.  We have a related-person transactions approval policy regarding the review, approval and ratification of related-person transactions involving a member of the Board, one of our executive officers, or any immediate family member or affiliate of such individuals. The Audit Committee and in some cases the full Board of Directors oversees this process. See "Certain Relationships and Transactions."



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Recoupment Policy. We have a recoupment policy that requires the Company to recover all performance-based incentive payments from senior executives, including all of our named executive officers, found by the Board of Directors to be personally responsible for the fraud or intentional misconduct resulting in a significant restatement of the Company's financial statements. In addition, we will seek recoupment from all other executive officers of any amounts paid in excess of the award that would have been paid based on the restated financial results. See "Compensation Discussion and Analysis—Other Compensation Practices—Recoupment Policy."

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Communications Policy.  We have a communication policy that outlines how stockholders and other interested parties may communicate with the Board of Directors. See "Board Committees—Communications with the Board of Directors."



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Independent Compensation Consultant.  Our Compensation Committee has the sole authority to retain or terminate its compensation consultant and annually reviews its compensation consultant's independence.



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Environmental Policy.  We have an environmental health and safety policy that outlines our focus on integrating environmental, health and safety stewardship into our core business activities. Consistent with this policy, we have posted to our website (www.wpxenergy.com) a report that summarizes the efforts we undertake to manage and mitigate emissions of methane.



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Transactions in Company Securities (Anti-Hedging Policy).  Our insider trading policy prohibits short sales of shares of our common stock by directors and executive officers. It also prohibits the use of equivalent derivative securities.



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Anti-Pledging Policy.  Our insider trading policy prohibits our directors, officers, and key employees from holding our securities in a margin account or using such securities as collateral for a loan.

Independent Auditors

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Ratification of Auditor.  Our stockholders annually ratify the selection of our independent registered public accounting firm.



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Limited Non-Audit Fees.  The 2016 non-audit and non-audit-related fees paid to our independent registered public accounting firm were less than twenty percent of total fees paid to that firm by the Company in 2016.

Corporate Governance Guidelines

        Our Certificate of Incorporation and Bylaws, together with Delaware law and NYSE and SEC rules, govern the Company. Our Corporate Governance Guidelines set forth many of the practices, policies and procedures that provide the foundation of our commitment to strong corporate governance. The policies and practices covered in our Corporate Governance Guidelines include operation of the Board of Directors, Board structure, director independence and Board committees. Our Corporate Governance Guidelines are reviewed at least annually by our Nominating and Governance Committee and are revised as necessary.

Code of Business Conduct

        Our Board has adopted a Code of Business Conduct that applies to all employees. Our Code of Business Conduct is publicly available on our website at www.wpxenergy.com. Any waiver of our Code of Business Conduct with respect to the Chief Executive Officer, Chief Financial Officer or Controller, or persons performing similar functions, may be authorized only by our Audit Committee. In the event that we make any changes to, or provide any waivers from, the provisions of our Code of Business Conduct, we intend to disclose such events on our website or in a report on Form 8-K within four business days of such event.

Director Independence

        Our Corporate Governance Guidelines require that the Board make an annual determination regarding the independence of each of our directors. Based on an annual evaluation performed by and recommendations made by the Nominating and Governance Committee, the Board has determined that

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each of our current directors, other than Mr. Muncrief, is independent under the NYSE listing standards and the rules and regulations of the SEC. The Board's determination of independence took into account the "bright line" standards of the NYSE and the standards for independence contained in our Corporate Governance Guidelines, as well as the absence of any material transactions or other relationships between the Company, on the one hand, and directors, their immediate family members and other associates, on the other. The Board reviewed transactions between the Company and other companies where a director serves as a non-employee director, or where a director or family member of the director serves as an executive officer, and concluded that no such transaction was contrary to a finding of independence.

Board Leadership Structure

        Our Board believes that, depending on what appears to be in the best interests of the Company and its stockholders at any given point in time, it should be able to choose whether the roles of Chairman of the Board and Chief Executive Officer are combined or separate. Since January 2017, the positions of Chairman of the Board and Chief Executive Officer have been held by Mr. Muncrief. The Board believes that Mr. Muncrief's leadership in developing and executing the Company's strategy since 2014 and his deep knowledge of the Company's operations enable him to facilitate the Board's responsibilities for overseeing the Company and driving its continued efforts to create value for stockholders. As the Chairman of the Board and Chief Executive Officer, Mr. Muncrief will be well positioned to identify key issues that call for the Board's attention and guidance.

        The Board also believes that independent leadership is important, and the Company's Governance Guidelines call for the independent directors to select from among themselves a Lead Director when the role of Chairman of the Board is combined with the role of Chief Executive Officer. In January 2017, the independent directors selected Mr. Lowrie as Lead Director. Mr. Lowrie had previously served several years as non-executive Chairman of the Board, and his service and leadership in that capacity will contribute to his ability to fulfill the role of Lead Director effectively and independently.

        The current leadership structure of the Board is reviewed annually by the independent directors. In addition, the independent directors annually conduct performance evaluations of both the Chairman of the Board and the Lead Director. When the positions of Chairman of the Board and Chief Executive Officer are combined, the performance evaluation of the Chairman of the Board role is in addition to the performance evaluation of the Chief Executive Officer role.

        The duties and responsibilities of the Lead Director are set forth in a Lead Director Charter that is available on our website at www.wpxenergy.com, and include the following:

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presides at executive sessions of the independent directors and has the authority to call additional executive sessions or meetings of the independent directors;



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presides at Board meetings in the absence of the Chairman of the Board;



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serves as principal liaison between the Chairman of the Board and the independent directors;



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assists in the selection and preparation of meeting schedules, agendas and meeting materials for the Board;



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is available for consultation and direct communication with major stockholders under appropriate circumstances;



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interviews, along with the Chairman of the Board and the Chairman of the Nominating and Governance Committee, all Board candidates, and makes recommendations to the Nominating and Governance Committee; and

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•

oversees, in consultation with the Chairman of the Board, the Board's annual goals and objectives, which are subject to approval by the full Board.

The Board believes that it is important to have the flexibility to put in place a leadership structure that promotes effective governance at an given point in time and that, under present circumstances, the current Board leadership structure is in the best interests of the Company and it stockholders.

Risk Oversight

        Enterprise-Wide Risk Oversight.    Our Board oversees management's enterprise-wide risk management activities, either directly or with the assistance of its committees. Risk management activities include assessing and taking actions necessary to manage risk attendant on the long-term strategic direction and operation of our business. Discussions with the Board regarding the Company's capital and operating plan, business results, and competitive environment ordinarily include a discussion of the risks associated with the particular item under discussion. The Board's committees assist in the risk oversight function as follows:

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The Audit Committee oversees our financial controls and compliance activities, and regularly evaluates such matters as our financial reporting and disclosure, our relationships with vendors, and our capital investment and project execution. The enterprise risk management function, which reports to our Chief Financial Officer, assists the Company in identifying and assessing the Company's material risks. The Company's Chief Internal Auditor, who always has direct access to the Audit Committee, assists the Company in evaluating risk management controls and methodologies. In connection with its oversight role, the Audit Committee regularly meets privately with representatives from the Company's independent registered public accounting firm and the Company's Chief Internal Auditor and General Counsel.



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The Compensation Committee oversees risk associated with our human capital and our compensation practices and plans.



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The Nominating and Governance Committee oversees Board processes and corporate governance-related risk, including risks related to environmental health and safety, reputation and branding, and legislative and regulatory matters.

        Enterprise-Wide Incentive Compensation Risk Assessment.    With the oversight of our Compensation Committee, we conducted a risk assessment of the Company's human capital with a focus on enterprise-wide compensation programs. The risk assessment reviewed both incentive compensation plans and individual incentive awards paid in 2016 for the presence of potential design elements that could incent employees to incur excessive risk. The assessment also took into account the presence of other design features that serve to mitigate excessive risk-taking, such as the Company's recoupment policy, stock ownership guidelines, and balanced performance metrics.

        After considering the results of the risk assessment, the Compensation Committee concluded, and its independent advisor agreed, that the level of risk associated with the Company's enterprise-wide compensation programs is not reasonably likely to have a material adverse effect on the Company. The results of the risk assessment were reviewed with the Compensation Committee at a meeting in February 2017. Please see "Compensation Discussion and Analysis—Other Compensation Practices—Consideration of Risk in Setting Executive Compensation" for a discussion of design elements intended to mitigate excessive risk-taking by our executive officers.

Executive Officers

        The following presents a brief biographical description of each of our executive officers (other than Mr. Muncrief, whose biographical information appears above under "2017 Director Nominees").

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Board Meetings and Annual Meeting Attendance

        Directors are expected to attend Board meetings, meetings of committees on which they serve and the Annual Meeting of Stockholders. During the year ended December 31, 2016, the Board of Directors held nine meetings. All directors who were members of the Board of Directors in 2016 attended at least 75% of the meetings of the Board and any Board committees of which they were members. Each of our directors attended our 2016 Annual Meeting of Stockholders.

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Board Committees

        The Board of Directors has established three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Governance Committee. These committees help the Board of Directors fulfill its responsibilities and assist the Board of Directors in making informed decisions. Each committee operates pursuant to a written charter, each of which is available on our website at www.wpxenergy.com, and evaluates its charter and conducts a committee performance evaluation annually.

        The directors serve on the committees as set forth below.

Audit Committee

        The Audit Committee consists of Messrs. Herdman (Chair), Carrig, and Kindick, each of whom is an independent director under the NYSE listing standards and the rules and regulations of the SEC and each of whom is financially literate. The Board of Directors has determined that each of Messrs. Carrig, Herdman and Kindick has accounting or related financial management expertise and is qualified as an "audit committee financial expert" as defined by the rules and regulations of the SEC. You should understand that these designations are disclosure requirements of the SEC and the NYSE relating to the members' experience and understanding of accounting and auditing matters. These designations do not affect the obligations or liability of Board or Audit Committee members generally. The Audit Committee is responsible for overseeing our accounting and financial reporting processes and audits of our financial statements, public disclosure and compliance activities and for the selection and retention of the independent registered public accounting firm. The Audit Committee held eight meetings in 2016.

Compensation Committee

        The Compensation Committee consists of Messrs. Granberry (Chair), Lentz, and Work, each of whom is an independent director under the NYSE listing standards and the rules and regulations of the SEC and each of whom meets the definition of an outside director under the Internal Revenue Code of 1986, as amended (the "IRC"). The Compensation Committee is responsible for overseeing the design and implementation of strategic executive compensation programs that promote the attraction, retention, and appropriate reward of executive officers and are designed to motivate the Company's executive officers toward the achievement of business objectives and to align the executive officers' focus with the long-term interest of the stockholders. The Compensation Committee also makes recommendations to the Board regarding the compensation of our Chief Executive Officer and assists the Board in fulfilling its responsibility to oversee the establishment and administration of the Company's compensation programs, including incentive compensation, equity-based plans, and related matters for employees subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Compensation Committee also monitors compliance by directors and the executive officers with the Company's stock ownership guidelines. The Compensation Committee held nine meetings in 2016.

Nominating and Governance Committee

        The Nominating and Governance Committee consists of Mr. Lorch (Chair), Ms. Lubel and Mr. Kurz, each of whom is an independent director under the NYSE listing standards and the rules

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and regulations of the SEC. The Nominating and Governance Committee's duties include indentifying and recommending qualified individuals to be proposed as nominees for election to the Board at the annual meeting of stockholders and developing, reviewing annually and recommending to the Board changes to our Corporate Governance Guidelines. The Nominating and Governance Committee also reviews the size and composition of the Board and its committees and recommends any changes to the Board, establishes a process for and assesses director independence and oversees the evaluation of the Board and its committees. The Nominating and Governance Committee held four meetings in 2016.

Communications with the Board of Directors

        Any stockholder or other interested party may communicate with our directors, individually or as a group, the Lead Director, or the independent directors as a group, by contacting our Corporate Secretary or the Chairman of the Board. The contact information is maintained on the Investor Relations page of our website at www.wpxenergy.com.

        The current contact information is as follows:

WPX Energy, Inc.

3500 One Williams Center
Tulsa, Oklahoma 74172
Attn: Corporate Secretary

        We will forward communications to the relevant director(s) unless the communications are of a personal nature or not related to the duties and responsibilities of the Board of Directors, including, without limitation, junk mail, mass mailings, business solicitations, spam, surveys and routine product or business inquiries.

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EXECUTIVE COMPENSATION

Executive Summary

        Building on the groundwork laid during 2015, we delivered solid results in 2016, including significantly improved shareholder return. In January, our executive officers introduced five strategic imperatives to enable our company to maintain focus despite tremendous pressure from market conditions. These strategic imperatives were:

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Integrity & Trust: maintaining high ethical standards and doing the right thing for our stakeholders



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Financial Health: acting promptly and prudently to ensure our financial well-being



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Operational Excellence: building a data-driven learning culture founded on top-tier operational competency



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Portfolio Optimization: critically evaluating each asset to improve the quality and size of our portfolio



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Organizational Development: retaining the industry's best people and providing an organizational structure that promotes productivity

        During the year, our executive officers led efforts to achieve sustainable growth based upon our world-class assets. Specific accomplishments for 2016 include:

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Lowering well cost and increasing estimated units of recovery ("EURs") across all basins



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Decoupling and/or self-sourcing drilling and completion services to achieve additional cost savings



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Setting a company record for oil production in the fourth quarter



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Increasing output by completing the drilled but uncompleted ("DUC") inventory in the Williston basin



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Achieving a reserves replacement rate in basins we continue to operate of 317%



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Placing the first segment of the Permian basin crude line in service



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Retiring outstanding 2017 senior notes ahead of schedule

        In addition, our total shareholder return in 2016 was the highest of our peer group, at 154% compared to average TSR of our peer companies of 46%.

        Our 2016 annual incentive metrics—Production Volume, Adjusted EBITDAX, Development Efficiencies, and a Discretionary component—effectively incented our executive officers to focus on the strategic imperatives to deliver improved shareholder return. Our executive management team successfully navigated through a significant industry downturn, positioning the company for substantial, sustainable growth at current strip pricing.

        Under our annual incentive plan, we awarded 165% of target based upon performance against pre-defined metrics and the Discretionary component. Over two-thirds of the annual incentive award was attributable to the three quantifiable metrics, and slightly less than one-third resulted from the Discretionary component. This allocation of the final award payout is roughly in line with the annual incentive metrics, of which 70% were quantifiable and 30% was discretionary. See "Annual Cash Incentive" for additional information about the annual incentive metrics and how the award was calculated.

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        Our long-term incentive plan paid out at target. The metric for the long-term incentive award was Total Shareholder Return ("TSR") relative to our peer group. TSR over the three-year performance period, 2014-2016, was in the 64^th percentile of our peer group, or in the second quartile. Although the payout range adopted at the time these performance-based RSUs were granted provided for a payout at 150% for this level of performance relative to our peers, the payout for these units was capped at 100% because absolute TSR over the performance period was negative. See "Vesting of 2014 Performance-Based RSUs" for additional information about this award.

        Due to the low market value for our common stock in the first quarter, uncertainties in the broader E&P market, and a planned reorganization of our company, our Compensation Committee decided to delay the annual equity grant until May 19. This delay avoided inflating the annual grant due to our low first-quarter stock price and reduced the total size of the annual equity grant by 1,542,971 shares. See "Long-Term Incentives" for details about the 2016 annual equity grant and resulting reduction in the number of shares granted.

Compensation Discussion and Analysis

        Our executive compensation program includes several features designed to align the interests of our executive officers with the interests of our stockholders:

•

The majority of compensation paid to our CEO is performance-based



•

We use a balanced approach to performance metrics to focus executive officers on executing our strategy while discouraging excessive risk-taking



•

Our stock ownership guidelines require our executive officers to have a significant stake in our long-term success and align their interests with stockholder interests



•

Our Compensation Committee regularly reviews overhang levels and the annual run rate



•

Our recoupment policy requires recovery of all performance-based incentive payments from executive officers found to be responsible for fraud or intentional misconduct that results in a significant restatement of our financial results as well as recoupment from all other executive officers of any amounts paid in excess of the award that would have been paid based on the restated financial results



•

Our change-in-control agreements have a double trigger for cash payments, equity awards, and other benefits so they are not triggered solely on a change-in-control



•

We provide very limited perquisites to our NEOs



•

Our Compensation Committee engages an independent compensation consultant to provide competitive market data for our executive officers and to lead discussions on trends within our industry



•

When making compensation decisions, our Compensation Committee uses tally sheets to consider total outstanding equity value and estimates of amounts that would be paid in various termination scenarios

        In addition, we have adopted policies and provisions to ensure we do not engage in practices that could be detrimental to stockholders:

•

Our performance-based RSU program prohibits payouts in excess of 100% of target if absolute TSR is negative, regardless of the ranking of our TSR relative to peers



•

Other than the limited-term, three-year employment contract entered into with our CEO in connection with his recruitment, we do not provide employment contracts to any of our executive officers

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•

We do not provide gross-ups to cover personal income taxes that pertain to severance benefits or the limited perquisites we offer



•

Our insider trading policy prohibits short sales of our common stock and the use of equivalent derivative securities by our directors and executive officers



•

We do not permit our directors or executive officers to engage in margin trading of our stock



•

Our anti-pledging policy prohibits our directors or executive officers from holding our common stock in a margin account or pledging our common stock as collateral for a loan



•

Our incentive plan prohibits the backdating of stock options and the repricing of stock options without stockholder approval

Compensation Philosophy

        We provide a competitive total rewards program designed to attract, engage, reward, and retain highly effective executive officers to deliver on our business plan and drive results that increase stockholder value. We intend to maintain compensation programs that are in the best interest of WPX and our stockholders while rewarding our executive officers through a pay mix that balances short- and long-term performance and discourages excessive risk-taking. Establishing the proper compensation mix is critical to our pay-for-performance approach in engaging executive officers to carry out our business strategy.

        Our Compensation Committee believes pay for our executive officers should emphasize performance-based rewards and the use of equity. Performance-based compensation, which includes the Annual Incentive Program ("AIP") and performance-based RSUs, comprises a major portion of our executive compensation, while base salary is a much smaller percentage. Equity, which directly aligns our executives with stockholders, comprises a much greater portion of compensation to our NEOs than cash compensation.

        We implement our compensation philosophy by:

•

making a majority of CEO pay performance-based, subject to increase when we exceed performance targets and reduction when we do not achieve performance targets



•

tying pay to performance metrics that encompass both short- and long-term goals and encourage profitable growth while discouraging excessive risk-taking



•

delivering a majority of compensation in the form of equity, which directly ties the interests of our NEOs to stockholders and causes the value of their compensation to vary based upon our stock price

Determination of Total Compensation

Role of our Compensation Committee and Board of Directors

        Our Compensation Committee oversees the design and implementation of our compensation programs, including setting performance metrics and goals for our annual and long-term incentives, and approves compensation for the NEOs, except for the CEO. For the CEO's compensation, the Committee makes recommendations to the independent members of the Board of Directors, which has responsibility for approving the CEO's compensation. The Committee makes decisions with respect to executive officer compensation based on the following factors:

•

the performance of each executive officer and the value of the role to WPX



•

market data from our peer group, the broader E&P industry, and general industry

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•

internal pay equity considerations, such as relative scope of responsibility of each position



•

input from the CEO (for executive officers other than himself)



•

input from the Committee's independent compensation consultant

        Throughout this CD&A, when references are made to decisions about the CEO's compensation, those were made by the independent members of the Board of Directors after considering the recommendation of the Committee.

Consideration of 2016 Stockholder Advisory Vote to Approve 2015 Executive Compensation

        In 2016, we received a favorable advisory vote on our executive compensation program, with approximately 96 percent of the Company's shares voting in favor of the executive compensation program. Our Compensation Committee did not change its approach in 2016 based on the results of the advisory vote. The Committee will continue to monitor and consider the outcomes of the annual advisory votes on our executive compensation program when making decisions for our executive officers.

Role of the Compensation Committee's Independent Compensation Consultant

        Our Compensation Committee retains an independent consultant, FW Cook, to advise on executive and director compensation matters, assess total compensation levels and elements of pay for executive officers, evaluate competitive compensation trends, and identify an appropriate peer group for executive compensation planning. In addition, the independent compensation consultant manages the process by which the Board of Directors evaluates the CEO's performance. The Committee meets with its independent consultant within and outside the presence of management and has the sole authority to retain and terminate its independent consultant, including sole authority to approve its fees and retention terms. FW Cook provides no other services to WPX and does not perform any work for management.

        Consistent with the requirement in our Compensation Committee charter, the Committee annually reviews the independence of its compensation consultant considering the factors set forth in the NYSE listing standards. For 2016, the Committee found that FW Cook continues to meet the NYSE listing standards for independence.

Role of Management and Executive Officers

        Although management provides input to the Compensation Committee as it sets performance metrics and goals for our annual and long-term incentives, management does not set compensation for our executive officers. Our CEO provides his evaluation of the performance of the executive officers that report to him and makes compensation recommendations to the Committee, which then determines compensation for these executive officers. Our CEO also provides an assessment of his own performance to both the Compensation Committee and Board of Directors but does not participate in the process of setting his own compensation.

Competitive Positioning

        Our Compensation Committee makes decisions about the appropriate mix between fixed and variable pay and between cash and equity. The Committee makes these decisions in the context of the competitive market for executive talent, while also considering how each element of pay furthers the objectives of our compensation program. To evaluate this market, the Committee, with the advice and assistance of its independent compensation consultant, considers proxy data and survey data from a designated group of peer companies, along with survey data from a broader group of E&P companies and, to a lesser extent, general industry companies.

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        With input from its independent compensation consultant, the Committee used the following selection criteria to identify our group of peer companies:

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U.S. Oil & Gas E&P companies



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Scale in terms of enterprise value with additional consideration given to asset size, market capitalization, and revenue



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Whether the company is a competitor for business, investor capital, or executive talent



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Whether the company has a similar corporate structure focused on horizontal drilling using hydraulic fracturing technology in either multiple basins or in a single basin strategic to our business

        Using these criteria, in November 2015 the Committee identified the companies listed below as the peer group for executive compensation market evaluations for 2016.

        Our methodology for selecting peer companies has resulted in including some companies that are both smaller and larger than we are. The Committee has determined it is important to include these companies in the peer group because we compete directly with them for both business and talent and because of their influence on the market for executive talent in the E&P industry.

        The Committee evaluates the companies comprising the peer group annually and makes changes as necessary to confirm WPX is using the appropriate group of companies. For 2016 compensation decisions, the Committee decided to replace Devon Energy with Whiting Petroleum because Whiting's enterprise value and asset focus is more closely aligned with that of WPX. Subsequent to identifying the companies listed above, SandRidge Energy, Inc. was delisted by the New York Stock Exchange, and Ultra Petroleum Corporation filed for bankruptcy protection. As a result, the peer group set by the Committee for evaluating performance under the 2016 performance-based RSUs differs slightly from the peer group described above. See "Performance-Based Restricted Stock Units" below for a list of peer companies used for evaluating performance under the 2016 performance-based RSUs.

Use of Tally Sheets and Wealth Accumulation Analysis

        When making executive compensation decisions, our Compensation Committee reviews comprehensive tally sheet information for each of our executive officers. These tally sheets are prepared by management and reviewed by the Committee's independent compensation consultant. The tally sheets quantify the elements of each executive officer's total compensation, including total outstanding equity and estimates of amounts that would be paid in the event of a change-in-control and other termination scenarios.

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Elements of our Compensation Program

        Our 2016 executive compensation program included the following four elements. Each element is designed to achieve a specific objective that, when balanced with the other elements, achieves our pay-for-performance philosophy and aligns the interests of our executives with our stockholders.

        In allocating among the elements of our compensation program, our Compensation Committee evaluates market data while also considering our compensation philosophy. See "Compensation Philosophy" for a discussion of how our Committee implements this philosophy.

        Although base salary and annual cash incentives are important components of an executive officer's total compensation, equity is the most significant element. For the CEO, long-term incentives make up 75% of his target total direct compensation ("TTDC"). For other NEOs, on average, long-term incentives are 67% of TTDC.

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2016 Pay Mix

CEO		Other NEOs

Base Salary

        Attracting and retaining talent with a competitive base salary is the first building block of our compensation program. Our base salaries are intended to help attract highly qualified candidates and provide a stable source of income so our executive officers can focus on day-to-day job responsibilities.

        Our Compensation Committee generally sets base salary levels for our executive officers in February of each year. Because of continued challenges in the E&P industry due to low commodity prices, the Committee made no changes to the base salaries for our executive officers, except for our CFO J. Kevin Vann. Because the competitive market assessment revealed that Mr. Vann's base salary fell below the 25^th percentile of the market, the Committee approved an 7.4% base salary increase for him, which brought his base salary closer to, but still below, the median of the peer group. With Mr. Vann's adjustment, base salaries for 2016 were:

        The Committee considers market data from our peer group as well as a broader group of E&P companies and general industry data when setting the base salary for our executive officers. The actual base salary for an executive officer may be above or below the target median based on factors such as experience in the current and past positions, performance, knowledge and expertise, and internal equity.

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Annual Cash Incentive

        Our executive officers are eligible for cash incentives each year under our AIP. The AIP represents 13% of our CEO's TTDC and 14% of TTDC for our other NEOs. The AIP is performance-based compensation under IRC Section 162(m) and is designed to focus executive officers on achieving the annual business plan linked to our strategy. Execution against the annual plan is important to drive longer-term stockholder value by creating financial strength, managing costs, and investing in projects that will deliver future value. We employ balanced performance metrics to further specific objectives of our strategy, such as achievement of plan, cost management, cash flow, capital efficiency, and safety.

        For 2016, the Compensation Committee set the AIP performance metrics as Adjusted EBITDAX, Production Volume, Development Efficiencies, and Total Recordable Incidence Rate ("TRIR") along with a Discretionary component. TRIR was weighted at 10% and defined to be "the number of OSHA recordable injuries requiring medical treatment beyond simple first aid during the calendar year multiplied by 200,000 and divided by annual hours worked by WPX employees." On May 12, 2016, the Occupational Safety and Health Administration ("OSHA") published a final rule stating that incentive programs offering incentives for zero accidents or low rates of recordable injuries violate the rule because they discourage employees from reporting incidents. Upon advice from legal counsel, the Committee removed TRIR from the 2016 incentive plan and allocated the 10% weighting previously

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assigned to TRIR to the Discretionary component. Following this change in response to the OSHA rule, the 2016 AIP performance metrics and weightings were:

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        The Committee set these metrics for 2016 to focus our NEOs on outcomes valued by the market, specifically balance sheet strength, liquidity, and growth. Changes from 2015 AIP include:

•

Changed the weighting from 30% Production Volume and 20% Adjusted EBITDAX to 20% Production Volume and 30% Adjusted EBITDAX to recognize both that production would be impacted by the commodity prices and capital spending while we worked to improve margins and grow liquidity



•

To create greater transparency and minimize the commodity price impact on AIP, "Development Efficiencies" replaced Drilling Finding and Development. The Development Efficiencies metric incorporates the drilling and completions capital and the estimated ultimate recovery from the well. Only wells with at least 90 days of production were used to calculate the 2016 AIP award. Therefore, wells with first sales that occurred after September 30 were not included in calculating the 2016 AIP award. Using the Development Efficiencies metric:



•

continues to encourage efficient use of capital dollars



•

provides for a stronger alignment to capital dollars spent on each well



•

creates incentives to hit production goals for each well



•

eliminates the impact of other factors such as future drilling programs and longer-term commodity pricing



•

The Committee also designated 20% of the target award as "Discretionary" to help to ensure the amount of any cash incentives paid to executives reflects other factors, not covered by the other metrics, that add to our success or negatively impacts stockholders. This discretionary component further ensures the annual cash incentives are aligned both with the interests of stockholders and the returns stockholders experience throughout the year. The Committee adopted this metric with the recognition that there were several critical objectives for the NEOs to accomplish, such as successfully closing the sale of Piceance assets, restructuring the organization and reducing headcount to reflect a smaller, more focused company, aligning G&A to better reflect the transformed organization, and maintaining liquidity, all of which are difficult to measure through more traditional metrics. As discussed above, following elimination of TRIR in response to the OSHA rulemaking, the Discretionary component was weighted at 30%.

        In addition to this Discretionary component, the Committee retains discretion to reduce the total AIP award if it believes doing so is in the best interest of stockholders.

        Our Board of Directors engages in a rigorous process each year when setting the annual business plan. Our Compensation Committee then considers the annual business plan when setting the AIP targets. Because we used ambitious assumptions when we developed the 2016 annual business plan, the Compensation Committee believed setting AIP targets to the annual business plan ensured a sufficient level of difficulty so that achieving the goals would generate stockholder value creation. The assumptions in the annual business plan included:

•

Oil trading at $40 per barrel and natural gas trading at $2.50 per MMBtu



•

General and administrative expenses of only $175MM while the then-current run rate was $225MM



•

A 25% increase in the average number of wells drilled in 2015

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        The table below shows the threshold, target, and maximum payout levels for each performance metric, as well as actual performance results against the three quantifiable metrics.

        The Committee determined the actual AIP awards to be paid to the NEOs based on:

•

performance against targets for the three formulaic performance metrics in the table above



•

the Committee's assessment of the Company's overall performance and attainment of critical objectives as reflected in the Discretionary metric (see below)



•

individual performance of each executive, though no adjustments for individual performance were made in 2016

        In evaluating the performance of the NEOs in order to set the award payout percentage for the Discretionary component, the Committee considered financial and operational accomplishments during the year. Highlights of these accomplishments include:

•

Raised EUR in the Permian by 34% and Williston by 13%



•

Increased liquidity to approximately $1.5 billion



•

Successfully navigated through challenges created by low commodity prices in the first quarter of 2016



•

Completed the Piceance divestiture and eliminated the Piceance transport obligations



•

Continued organizational changes to transform the company and be more efficient and nimble moving forward

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Based upon these factors, the Committee approved the following 2016 AIP award payouts to the NEOs.

Long-Term Incentives

        Although we typically make an annual equity grant in the first quarter, we delayed the 2016 annual equity grant until May 19 due to the market value of our common stock early in the year, the continuing uncertainties in the broader E&P market, and the impact of the reorganization during the first half of the year, which included layoffs. During the first two months of 2016, our closing stock price was in the $4 to $5 range and hit a 52-week low of $2.53 on January 20, 2016. To help lessen the impact of our stock price volatility when determining the number of shares to be granted, we have in the past used a 20-day average closing price of our stock prior to the grant and divided that average into the intended equity value for each NEO to determine the number of shares to be granted. Although the Compensation Committee believes using a 20-day average price to determine an equity grant is an appropriate standard practice, given the low stock price in the first quarter, we used a fixed $9 price for sizing the 2016 annual employee equity grant. The Committee determined this to be a reasonable price based upon price targets set at the time by a number of analysts with Buy recommendations for our common stock ranging from $7 to $11, with an average target price of $9.03. When Management began planning for this grant, the stock was trading in the $7 range.

        If, consistent with past practice, the annual equity grant had been made on February 29 based on the 20-day average stock price at that time of $4.51, it would have resulted in the issuance of 2,720,614 total shares to our NEOs and 3,540,119 total shares to all employees receiving the annual grant. Instead, using a $9 price resulted in a grant of 1,032,216 total shares to our NEOs and 1,997,148 total shares to all employees receiving the annual grant, resulting in less dilution to our shareholders and providing employees with a grant that better reflected the value of the Company.

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Share Savings Resulting from Delayed Equity Grant

        The annual equity grant to our NEOs included performance-based RSUs and time-based RSAs. These equity vehicles meet a number of business objectives, including retention, aligning interests of NEOs with the interests of stockholders, and encouraging performance that leads to stock price appreciation and the creation of stockholder value over the long-term.

        The Committee sets targets for equity compensation based on market data from our peer group and internal equity considerations such as relative scope of responsibilities of each position. Based on these factors, for 2016 the Committee set the following equity targets for our NEOs.

        Based on both market data and our objective to deliver a material proportion of equity compensation in the form of performance-based incentives, the Committee set the following equity allocation for our NEOs.

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Equity Mix of the 2016 Annual Grant

        We believe it is important that a material portion of grants to all executive officers be in the form of performance-based equity. Further, we have granted a higher proportion of performance-based RSUs to the CEO than to the other executive officers to more directly align the interests of the CEO with our stockholders.

Performance-Based Restricted Stock Units

        We grant our executive officers performance-based RSUs to focus their efforts on long-term performance. Although the performance period for those RSUs is typically three years, for the 2016 grant, which was not made until May 19, the performance period runs for 33 months from April 1, 2016, through December 31, 2018. The performance metric is relative TSR, as compared to a group of our peer companies, further strengthening the alignment with stockholders. The companies used for evaluating relative TSR for the 2016 award are:

        See "Competitive Positioning" above for a discussion of how we select peer companies. TSR is calculated as follows:

        Relative TSR assesses the strength of our return to stockholders by comparing it to the TSR of our peer companies. Using relative TSR as the long-term performance metric, therefore, causes our executive officers to focus on executing our strategy and creating value for stockholders, even in economic downtimes. It minimizes the impact of short- and mid-term movements in share price, causing executive officers to focus on enhancing value over the long-term. Additionally, relative TSR focuses our executive officers on outperforming our competitors because it links their pay to how our stock price compares to the stock price of our peer companies. We believe rewarding executive officers for achieving results within their control and incenting them to focus on outperforming our competitors will lead to increased stockholder value.

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        At the beginning of the performance period, the Compensation Committee establishes the performance objective and approves grants to our executive officers of a certain number of RSUs based on their individual equity target and the equity mix described above in "Long-Term Incentives." At the end of the three-year performance period, the Committee determines the payout percentage for the performance-based RSUs based on our relative TSR during that performance period. Our executive officers have the opportunity to receive from 0% to 200% of the award granted based on how our TSR compares to the peer group at the end of the performance period.

        Regardless of where our TSR falls relative to the peer companies, payout is capped at 100% if our absolute TSR is negative over the three-year performance period. Performance at the first and second rankings relative to peers earns a 200% payout when absolute TSR is positive.

TSR Performance

        Because we set our equity grant values based on competitive market data, the performance-based equity awards are designed to pay out at 100% of target for median peer group performance with higher performance resulting in awards above the equity target and lower performance resulting in awards below the target value. As a result, when we perform better than the majority of the companies in our peer group, our executive officers earn an award above the target value at the time of grant. Conversely, when our TSR is in the bottom half of our peer group, our executive officers earn less than the target award value.

Vesting of 2014 Performance-Based RSUs

        In 2014, we granted performance-based RSUs to our executive officers, including three of our current NEOs. Under the terms of the grant, TSR relative to the peer group designated at the time of grant was the performance metric. The three-year performance period ended on December 31, 2016. The cumulative absolute TSR over the three-year performance period was negative 23.76%, and performance relative to our 15 peer companies was in the 64^th percentile, or in the second quartile of the peer group. Based upon the payout range set by our Compensation Committee at the time of the grant, the payout for these RSUs would have been 150%. However, because absolute TSR was negative, the payout was capped at 100%. We believe these awards operated as intended by linking the performance our executives deliver to the pay they receive. Specifically, executives were rewarded for relatively strong performance against the peer group, but the payout was limited to 100% due to negative absolute TSR over the three-year period.

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        The peer group for measuring our relative TSR for the 2014 performance-based RSUs was comprised of:

        The following table summarizes the payout of the 2014 performance-based RSUs.