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

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

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

Dear WPX Energy, Inc. Stockholder:

        We cordially invite you to attend a special meeting of the stockholders of WPX Energy, Inc., a Delaware corporation ("we," "us," "our" or the "Company"), which will be held on March 5, 2020 at 9:30 a.m. local time at the Company's executive offices on the 25th floor of One Williams Center, Tulsa, Oklahoma (the "Special Meeting"). We look forward to greeting personally as many of our stockholders as possible at the Special Meeting.

        On December 15, 2019, the Company and Felix Investments Holdings II, LLC, a Delaware limited liability company ("Felix Parent") entered into a Securities Purchase Agreement (as it may be amended from time to time, the "Purchase Agreement"), which provides for, among other things, the Company's acquisition of 100% of the issued and outstanding membership interests of Felix Energy Holdings II, LLC, a Delaware limited liability company ("Felix"), for consideration of approximately $2,500,000,000, consisting of $900,000,000 in cash and 152,963,671 shares of the Company's common stock (the "Acquisition").

        On the terms and pursuant to the conditions contained in the Purchase Agreement, Felix Parent will sell to the Company, and the Company will purchase, accept and pay for, in each case, at the consummation of the transactions contemplated by the Purchase Agreement, 100% of the issued and outstanding membership interests of Felix (the "Subject Securities"), free and clear of all encumbrances (other than (i) restrictions on transfer pursuant to applicable securities laws or the organizational documents of Felix and (ii) encumbrances arising by, through or under the Company or its affiliates). The purchase price that the Company will pay for the Subject Securities is $2,500,000,000 (the "Purchase Price") consisting of: (i) an amount in cash equal to $900,000,000 and (ii) 152,963,671 unregistered, fully paid, validly issued and nonassessable shares of the Company's common stock determined by dividing $1,600,000,000 by $10.46 (the volume weighted-average per share price of the Company's common stock on the New York Stock Exchange (the "NYSE"), as reported by Bloomberg L.P. ("Bloomberg"), for the ten consecutive trading days ending on the last full trading day preceding the date of the Purchase Agreement, rounded to the nearest tenth of a cent). The Purchase Price is subject to certain customary adjustments.

        The Company's common stock is listed on the NYSE under the ticker symbol "WPX." As a result, the Company is subject to Rule 312.03 of the NYSE Listed Company Manual ("Rule 312.03"), pursuant to which stockholder approval is required prior to the issuance of securities representing 20% or more of the voting power of our outstanding stock before such issuance. The shares of the Company's common stock to be issued pursuant to the Purchase Agreement, subject to customary adjustments pursuant to the Purchase Agreement, represent approximately 27% of the voting power of our outstanding stock as of December 13, 2019, the applicable date for applying Rule 312.03.

        Accordingly, at the Special Meeting, Company stockholders will be asked to consider and vote upon: (i) a proposal to approve, for purposes of complying with applicable Rule 312.03, the issuance of more than 20% of the Company's issued and outstanding common stock in connection with the Acquisition (the "Stock Issuance Proposal" or "Proposal No. 1") and (ii) a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Stock Issuance Proposal (the "Adjournment Proposal" or "Proposal No. 2").

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        Each of these proposals is more fully described in this proxy statement, which each stockholder is encouraged to read carefully.

        We are providing the accompanying proxy statement and accompanying proxy card to our stockholders in connection with the solicitation of proxies to be voted at the Special Meeting (including following any adjournments or postponements of the Special Meeting). Information about the Special Meeting, the Acquisition and other related business to be considered by the Company's stockholders at the Special Meeting is included in this proxy statement. Whether or not you plan to attend the Special Meeting, we urge all Company stockholders to read this proxy statement, including the Annexes and the accompanying financial statements of Felix, carefully and in their entirety. In particular, we urge you to read carefully the section entitled "Risk Factors" beginning on page 45 of this proxy statement.

        After careful consideration, our Board of Directors (the "Board") has unanimously approved the Purchase Agreement and the transactions contemplated therein, including the issuance of stock to Felix Parent, and unanimously recommends that our stockholders vote "FOR" the approval of the Stock Issuance Proposal and the Adjournment Proposal. When you consider the Board's recommendation of these proposals, you should keep in mind that our directors and officers have interests in the Acquisition that may conflict with your interests as a stockholder. Please see the section entitled "Proposal No. 1—Approval of the Issuance of More than 20% of the Company's Issued and Outstanding Common Stock in Connection with the Acquisition—The Acquisition—Interests of Certain Persons in the Acquisition" for additional information.

        Approval of the Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast by holders of the Company's outstanding shares of common stock present in person or represented by proxy and entitled to vote at the Special Meeting, assuming a quorum is present. Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the total voting power of the stock entitled to vote at the Special Meeting, present in person or represented by proxy, assuming a quorum is present.

        Your vote is very important.    Whether or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions in this proxy statement to make sure that your shares are represented at the Special Meeting. If you hold your shares in "street name" through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting. The transactions contemplated by the Purchase Agreement and the closing of the Acquisition will be consummated only if the Stock Issuance Proposal is approved at the Special Meeting. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement.

        If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted "FOR" each of the proposals presented at the Special Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Special Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting. If you are a stockholder of record and you attend the Special Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

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        On behalf of our Board, I would like to thank you for your support of WPX Energy, Inc. and look forward to a successful completion of the Acquisition.

		Sincerely,
February 5, 2020
		Richard E. Muncrief
		Chairman of the Board of Directors and Chief Executive Officer

        NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT, PASSED UPON THE MERITS OR FAIRNESS OF THE ACQUISITION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

        This proxy statement is dated February 5, 2020 and is expected to be first mailed to Company stockholders on or about February 6, 2020.

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NOTICE OF SPECIAL MEETING OF
STOCKHOLDERS OF WPX ENERGY, INC.
TO BE HELD MARCH 5, 2020

To the Stockholders of WPX Energy, Inc.:

        NOTICE IS HEREBY GIVEN that a special meeting of the stockholders of WPX Energy, Inc., a Delaware corporation (the "Company"), will be held on March 5, 2020 at 9:30 a.m. local time at the Company's executive offices on the 25th floor of One Williams Center, Tulsa, Oklahoma (the "Special Meeting"). You are cordially invited to attend the Special Meeting to conduct the following items of business:

1.

Stock Issuance Proposal—To consider and vote upon a proposal to approve, for purposes of complying with applicable New York Stock Exchange listing rules, the issuance of more than 20% of the Company's issued and outstanding shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") in connection with the Securities Purchase Agreement, dated as of December 15, 2019 (as it may be amended from time to time, the "Purchase Agreement"), by and between the Company and Felix Investments Holdings II, LLC ("Felix Parent") a copy of which is attached to this proxy statement as Annex A ("Proposal No. 1"); and



2.

Adjournment Proposal—To consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Stock Issuance Proposal. This proposal will only be presented at the Special Meeting if there are not sufficient votes to approve the Stock Issuance Proposal ("Proposal No. 2").

        The above matters are more fully described in this proxy statement, which also includes, as Annex A, a copy of the Purchase Agreement. We urge you to read carefully this proxy statement in its entirety, including the Annexes and accompanying financial statements of Felix Energy Holdings II, LLC ("Felix").

        The record date for the Special Meeting is February 4, 2020. Only stockholders of record at the close of business on that date may vote at the Special Meeting or any adjournment thereof. A complete list of our stockholders of record entitled to vote at the Special Meeting will be available for ten days before the Special Meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting.

        The acquisition of Felix contemplated by the Purchase Agreement is conditioned on, among other things, the approval of the Stock Issuance Proposal at the Special Meeting. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement.

        The 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 represented by proxy at the Special Meeting to constitute a quorum and in order to conduct business at the Special Meeting. The approval of the Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast by holders of the Company's outstanding shares of Common Stock present in person or represented by proxy and entitled to vote at the Special Meeting, assuming a quorum is present. The approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the total voting power of the stock entitled to vote at the Special Meeting, present in person or represented by proxy, assuming a quorum is present. The Board unanimously recommends that you vote "FOR" each of these proposals.

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

Tulsa, Oklahoma
February 5, 2020

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SUMMARY TERM SHEET

        This summary term sheet, together with the sections entitled "Questions and Answers About the Proposals for Stockholders" and "Summary of the Proxy Statement," summarizes certain information contained in this proxy statement, but does not contain all of the information that is important to you. You should read carefully this entire proxy statement, including the attached Annexes, for a more complete understanding of the matters to be considered at the Special Meeting. In addition, for definitions used commonly throughout this proxy statement, including this summary term sheet, please see the section entitled "Frequently Used Terms."

•

WPX Energy, Inc., a Delaware corporation, which we refer to as "we," "us," "our," or the "Company," was incorporated in 2011, and we are an independent oil and natural gas exploration and production company engaged in the exploitation and development of long-life unconventional properties. We are focused on profitably exploiting, developing and growing our oil positions in the Delaware Basin (a subset of the Permian Basin) in Texas and New Mexico and the Williston Basin in North Dakota. For more information about the Company, please see the section entitled "Information About the Company."



•

As of February 4, 2020, the record date for the Special Meeting, there were 416,942,961 shares of Common Stock, par value $0.01 per share, of the Company, issued and outstanding, and there were no shares of Company preferred stock issued and outstanding.



•

For information about Felix, please see the sections entitled "Information About Felix" and "Felix Management's Discussion and Analysis of Financial Condition and Results of Operations."



•

On December 15, 2019, the Company and Felix Parent entered into the Purchase Agreement, which provides for, among other things, the Company's acquisition of 100% of the issued and outstanding membership interests of Felix, for consideration of approximately $2,500,000,000 (based on a share price of $10.46), consisting of $900,000,000 in cash and 152,963,671 shares of the Company's Common Stock. For more information about the Purchase Agreement, please see the section entitled "Proposal No. 1—Approval of the Issuance of More than 20% of the Company's Issued and Outstanding Common Stock in Connection with the Acquisition—The Purchase Agreement."



•

On the terms and conditions contained in the Purchase Agreement, Felix Parent will sell to the Company, and the Company will purchase, accept and pay for, in each case, at the consummation of the transactions contemplated by the Purchase Agreement, 100% of the issued and outstanding membership interests of Felix (the "Subject Securities"), free and clear of all encumbrances (other than (i) restrictions on transfer pursuant to applicable securities laws or the organizational documents of Felix and (ii) encumbrances arising by, through or under the Company or its affiliates). The purchase price that the Company will pay for the Subject Securities is $2,500,000,000 (the "Purchase Price") consisting of: (i) an amount in cash equal to $900,000,000 and (ii) 152,963,671 unregistered, fully paid, validly issued and nonassessable shares of the Company's Common Stock determined by dividing $1,600,000,000 by $10.46 (the volume weighted-average per share price of the Company's Common Stock on the NYSE, as reported by Bloomberg, for the ten consecutive trading days ending on the last full trading day preceding the date of the Purchase Agreement, rounded to the nearest tenth of a cent). The Purchase Price is subject to certain customary adjustments. For more information about the Purchase Agreement, please see the section entitled "Proposal No. 1—Approval of the Issuance of More than 20% of the Company's Issued and Outstanding Common Stock in Connection with the Acquisition—The Purchase Agreement."

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•

It is anticipated that, upon completion of the Acquisition: (i) the Company's current stockholders will own approximately 73% of the Company and (ii) Felix Parent and its affiliates will own approximately 27% of the Company.



•

Our management and Board considered various factors in determining whether to approve the Purchase Agreement and the transactions contemplated thereby, including the Acquisition, including the potential for expansion into the Delaware Basin and Felix's business financial condition and prospects. For more information about the Board's reasons for approving the Acquisition, see the section entitled "Proposal No. 1—Approval of the Issuance of More than 20% of the Company's Issued and Outstanding Common Stock in Connection with the Acquisition—The Acquisition—The Company's Board of Directors' Reasons for the Approval of the Acquisition and the Stock Issuance."



•

At the Special Meeting, the stockholders of the Company will be asked to consider and vote upon a proposal to approve, for purposes of complying with applicable NYSE listing rules, the issuance of more than 20% of the Company's issued and outstanding Common Stock in connection with the Acquisition (the "Stock Issuance Proposal" or "Proposal No. 1"). In addition to voting on the Stock Issuance Proposal at the Special Meeting, the stockholders of the Company will be asked to vote on a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Stock Issuance Proposal (the "Adjournment Proposal" or "Proposal No. 2"). Please see the sections entitled "Proposal No. 1—Approval of the Issuance of More than 20% of the Company's Issued and Outstanding Common Stock in Connection with the Acquisition," and "Proposal No. 2—The Adjournment Proposal." The Acquisition is conditioned on, among other things, the approval of the Stock Issuance Proposal at the Special Meeting. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement.



•

Unless waived by the parties to the Purchase Agreement, and subject to applicable law, the closing of the Acquisition is subject to a number of conditions set forth in the Purchase Agreement, including, among others, expiration of the waiting periods under the HSR Act and receipt of stockholder approval contemplated by this proxy statement. For more information about the closing conditions to the Acquisition, please see the section entitled "Proposal No. 1—Approval of the Issuance of More than 20% of the Company's Issued and Outstanding Common Stock in Connection with the Acquisition—The Purchase Agreement—Conditions to Closing of the Acquisition."



•

The Purchase Agreement may be terminated at any time prior to the consummation of the Acquisition upon agreement of the parties thereto, or by the Company or Felix Parent in specified circumstances. For more information about the termination rights under the Purchase Agreement, please see the section entitled "Proposal No. 1—Approval of the Issuance of More than 20% of the Company's Issued and Outstanding Common Stock in Connection with the Acquisition—The Purchase Agreement—Termination."



•

The proposed Acquisition involves numerous risks. For more information about these risks, please see the section entitled "Risk Factors."



•

In considering the recommendation of our Board to vote for the proposals presented at the Special Meeting, including the Stock Issuance Proposal, you should be aware that aside from their interests as stockholders, certain members of our management have interests in the Acquisition that are different from, or in addition to, the interests of our stockholders generally. Our Board was aware of and considered these interests, among other matters, in evaluating the Acquisition and transaction agreements and in recommending to our stockholders that they vote in favor of the proposals presented at the Special Meeting, including the Stock Issuance

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Proposal. Stockholders should take these interests into account in deciding whether to approve the proposals presented at the Special Meeting, including the Stock Issuance Proposal. These interests include, among other things, that unless waived by the applicable members of our management, the issuance of approximately 27% of our Common Stock in connection with the completion of the Acquisition would constitute a "change-in-control" under the Company's change-in-control agreements between the Company and certain members of our management team. As a result, in the event such members of our management are terminated pursuant to a qualifying termination within two years following the issuance of the shares of the Company's Common Stock at the completion of the Acquisition, such management member would receive benefits (including cash payments, benefits and equity vesting of such person's performance-based restricted stock units, time-based restricted stock awards, and stock options) that exceed what they would have otherwise been entitled to absent the issuance of the shares of the Company's Common Stock at the completion of the Acquisition.

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FREQUENTLY USED TERMS

        Unless otherwise stated or unless the context otherwise requires, the terms "we," "us," "our," the "Company" and "WPX" refer to WPX Energy, Inc., and the term "post-acquisition company" refers to the Company following the consummation of the Acquisition. In this proxy statement:

        "Acquisition" means the transactions contemplated by the Purchase Agreement.

        "Barrel" means one barrel of petroleum products that equals 42 U.S. gallons.

        "Bloomberg" means Bloomberg L.P.

        "Board" or "Board of Directors" means the board of directors of the Company.

        "Boe" means one barrel of oil equivalent, calculated by converting natural gas volumes to equivalent oil barrels at a ratio of six Mcf to one barrel of oil.

        "British Thermal Unit" or "BTU" means a unit of energy needed to raise the temperature of one pound of water by one degree Fahrenheit.

        "Common Stock" means the shares of common stock, par value $0.01 per share, of the Company.

        "Company," "our," "us" and "we" means WPX Energy, Inc., a Delaware corporation.

        "Company Competing Proposal" means any contract, proposal, offer or indication of interest relating to any transaction or series of related transactions involving directly or indirectly: (i) any acquisition (by asset purchase, stock purchase, merger, or otherwise) by any person or group of any business or assets of the Company and its subsidiaries taken as a whole (including capital stock of or ownership interest in any subsidiary) that generated 20% or more of the Company and its subsidiaries' assets (by fair market value), net revenue or earnings before interest, taxes, depreciation and amortization for the preceding twelve months, or any license, lease or long-term supply agreement having a similar economic effect, (ii) any acquisition of beneficial ownership by any person or group of 20% or more of the outstanding shares of Common Stock or 20% or more of any other securities entitled to vote on the election of directors or any tender or exchange offer that if consummated would result in any person or group beneficially owning 20% or more of the outstanding shares of Common Stock or any other securities entitled to vote on the election of directors or (iii) any merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company which is structured to permit any person or group to acquire beneficial ownership of at least 20% of the Company's and its subsidiaries' assets or equity interests, taken as a whole.

        "Computershare" means Computershare Limited.

        "DGCL" means the General Corporation Law of the State of Delaware.

        "EnCap" means EnCap Energy Capital Fund X, L.P.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended.

        "Excluded Subsidiaries" means Felix Administrative Services, LLC, a Delaware limited liability company, Felix Water, LLC, a Delaware limited liability company, and Felix Midstream, LLC, a Delaware limited liability company.

        "EY" means Ernst & Young LLP, independent registered public accounting firm to the Company.

        "Felix" means Felix Energy Holdings II, LLC.

        "Felix Dispositions" means the (i) distribution of Felix's midstream and water assets to Felix Parent, or (ii) the disposition by Felix of such assets in a third party sale and the distribution to Felix Parent of the proceeds of such disposition.

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        "Felix Parent" means Felix Investments Holdings II, LLC, an entity affiliated with EnCap and members of Felix's management team.

        "Georgeson" means Georgeson LLC, proxy solicitor to the Company.

        "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

        "Hydrocarbons" means any hydrocarbon-containing substance, crude oil, natural gas, condensate, drip gas and natural gas liquids, coalbed gas, ethane, propane, iso-butane, nor-butane, gasoline, scrubber liquids and other liquids or gaseous hydrocarbons or other substances (including minerals or gases), or any combination thereof, produced or associated therewith.

        "Intervening Event" means a development, event, effect, state of facts, condition, occurrence or change in circumstance that is material to the Company that occurs or arises after the date of the Purchase Agreement that was not known to or reasonably foreseeable by the Board as of the date of the Purchase Agreement (or if known, the magnitude or material consequences of which were not known by the Board as of the date of the Purchase Agreement).

        "MBbls" means one thousand barrels.

        "MBbls/d" means one thousand barrels per day.

        "MBoe" means one thousand barrels of oil equivalent.

        "MBoe/d" means one thousand barrels of oil equivalent per day.

        "Mcf" means one thousand cubic feet.

        "MMcf" means one million cubic feet.

        "MMcf/d" means one million cubic feet per day.

        "NGL" means natural gas liquids. Natural gas liquids result from natural gas processing and crude oil refining and are used as petrochemical feedstocks, heating fuels and gasoline additives, among other applications.

        "NYSE" means the New York Stock Exchange.

        "NYSE Listing Rule 312.03" means Rule 312.03 of the NYSE Listed Company Manual.

        "Purchase Agreement" means that certain Securities Purchase Agreement, dated as of December 15, 2019, by and between the Company and Felix Parent.

        "Registration Rights Agreement" means that certain Registration Rights Agreement to be entered into at the closing of the transactions contemplated by the Purchase Agreement, by the Company and Felix Parent, substantially in the form attached as Annex D.

        "Related Agreements" means, collectively, the Registration Rights Agreement and the Stockholders' Agreement.

        "SEC" means the United States Securities and Exchange Commission.

        "Securities Act" means the Securities Act of 1933, as amended.

        "Special Meeting" means the special meeting of the stockholders of the Company that is the subject of this proxy statement.

        "Specified Facilities" means (i) the senior secured notes facility pursuant to that certain Note Purchase Agreement, dated as of August 9, 2017, by and among Felix Parent, as the issuer, Felix Energy II, Inc. and Felix Energy Investments II, LLC, as the parents, the holders party thereto from time to time, and U.S. Bank National Association, as agent and collateral agent (as amended, restated,

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amended and restated, supplemented, or otherwise modified from time to time) and (ii) the reserve based revolving credit facility pursuant to that certain Credit Agreement, dated as of July 1, 2016, among Felix, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto from time to time (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time (the "Felix Revolving Credit Facilities")).

        "Stock Consideration" means the Company Common Stock to be issued to Felix Parent pursuant to the transactions contemplated by the Purchase Agreement.

        "Stockholders' Agreement" means that certain Stockholders' Agreement to be entered into at the closing of the transactions contemplated by the Purchase Agreement by the Company, Felix Parent, solely for purposes of Sections 2.1, 3.5, 3.7 and 5.1 thereof, EnCap, and, solely for purposes of Section 3.5 thereof, the Management Group (as defined therein), substantially in the form attached as Annex C.

        "Superior Offer" means an unsolicited bona fide written offer by a third party to enter into a Company Competing Proposal (with all references to 20% in the definition of Company Competing Proposal being treated as references to 50% for these purposes), that is determined by the Board, in its good faith judgment, after consulting with a financial advisor and outside legal counsel, to be (i) more favorable from a financial point of view to the Company's stockholders than the transactions contemplated by the Purchase Agreement and (ii) reasonably likely to be completed in accordance with its terms, taking into account all financial, legal, regulatory and other aspects of such offer.

        "TPH" means Tudor Pickering Holt & Co. Advisors LP, financial advisors to the Company.

        "V&E" means Vinson & Elkins LLP, counsel to Felix and Felix Parent.

        "Weil" means Weil, Gotshal & Manges LLP, counsel to the Company.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR STOCKHOLDERS

        The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the Special Meeting, including with respect to the proposed Acquisition. The following questions and answers do not include all the information that is important to our stockholders. We urge stockholders to read carefully this entire proxy statement, including the Annexes and the other documents referred to herein, to fully understand the proposed Acquisition and the voting procedures for the Special Meeting, which will be held on March 5, 2020 at 9:30 a.m. local time at the Company's executive offices on the 25th floor of One Williams Center, Tulsa, Oklahoma.

Q:    Why am I receiving this proxy statement?

A:

Our stockholders are being asked to consider and vote upon a proposal to approve the issuance of stock of the Company in connection with the Purchase Agreement and to approve the Adjournment Proposal. We have entered into the Purchase Agreement providing for the acquisition of all of the issued and outstanding membership interests of Felix, for the consideration consisting of $900,000,000 in cash and 152,963,671 shares of our Common Stock. You are being asked to vote on the issuance of stock of the Company in connection with the Acquisition. Subject to the terms of the Purchase Agreement (including the adjustment of the final consideration thereunder), the aggregate consideration to be paid in connection with the Acquisition is expected to be approximately $2,500,000,000. A copy of the Purchase Agreement is attached to this proxy statement as Annex A.

The issuance of shares of the Company's Common Stock in connection with the Acquisition must be approved by the Company's stockholders in accordance with NYSE Listing Rule 312.03 in order for the Acquisition to be consummated. This proxy statement and its Annexes contain important information about the proposed Acquisition and the other matters to be acted upon at the Special Meeting. You should read this proxy statement and its Annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement and its Annexes.

Q:    What is a proxy?

A:

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 Special Meeting. The Board will use the proxies at the Special Meeting. The proxies also may be voted at any adjournments or postponements of the meeting.

Q:    What is a proxy statement?

A:

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

Q:    When and where is the Special Meeting?

A:

The Special Meeting will be held on March 5, 2020 at 9:30 a.m. local time at the Company's executive offices on the 25th floor of One Williams Center, Tulsa, Oklahoma.

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

A:

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 proxy materials were sent directly to you.

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 proxy materials were forwarded to you by your bank or broker, who is considered the stockholder of record for purposes of voting at the Special 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.

Q:    How can I access the proxy materials for the Special Meeting?

A:

Stockholders may access the proxy materials, which include the Notice of Internet Availability of Proxy Materials, the Notice of Special Meeting of Stockholders, and the Proxy Statement 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.

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.

Q:    How do I attend the Special Meeting? What do I need to bring?

A:

All stockholders as of the record date may attend the Special Meeting. Please bring to the meeting:

•

Proof of Ownership, such as a copy of your 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 Special Meeting without a legal proxy, as described in the Question that immediately follows.

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.

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Q:    How can I vote at the Special Meeting if I own shares in street name?

A:

If you are a street name holder, you may not vote your shares at the Special 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.

Q:    What shares are included on the proxy card or voting instruction form?

A:

If you are a stockholder of record, you will receive only one 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 proxy card applicable to those shares.

If you hold your shares in street name, you will receive one 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.

Q:    What are the specific proposals on which I am being asked to vote at the Special Meeting?

A:

The Company's stockholders are being asked to approve the following proposals:

1.

Stock Issuance Proposal—To approve, for purposes of complying with applicable NYSE Listing Rules, the issuance of more than 20% of the Company's issued and outstanding Common Stock in connection with the Acquisition (Proposal No. 1); and

2.

Adjournment Proposal—To approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Stock Issuance Proposal. This proposal will only be presented at the Special Meeting if there are not sufficient votes to approve the Stock Issuance Proposal (Proposal No. 2).

Q:    What revenues and profits/losses has Felix generated in the last three years?

A:

For the years ended December 31, 2016, 2017 and 2018, Felix had total revenue of $11 million, $125 million, and $362 million, respectively, and net profit (loss) attributed to Felix of $(3) million, $38 million, and $154 million, respectively. For additional information, please see the sections entitled "Selected Historical Consolidated Financial Data of Felix" and "Felix Management's Discussion and Analysis of Financial Condition and Results of Operations."

Q:    What will happen in the Acquisition?

A:

Pursuant to the Purchase Agreement, and upon the terms and subject to the conditions set forth therein, the Company will acquire 100% of the issued and outstanding membership interests of Felix.

Q:    How has the announcement of the Acquisition affected the trading price of the Company's Common Stock?

A:

On December 13, 2019, the trading date immediately before the public announcement of the Acquisition, the Company's Common Stock closed at $10.91. On February 4, 2020, the trading date

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immediately prior to the date of this proxy statement, the Company's Common Stock closed at $12.08.

Q:    How will the Acquisition impact the shares of the Company outstanding after the Acquisition?

A:

As a result of the Acquisition and the consummation of the transactions contemplated thereby, the amount of Common Stock outstanding will increase by approximately 37% to approximately 570 million shares of Common Stock.

Q:    Will the management of Felix change in the Acquisition?

A:

Yes. The executive officers of Felix will not remain with Felix following the Acquisition.

Q:    Will the Company obtain new financing in connection with the Acquisition?

A:

Yes. The Company intends to use the net proceeds of an offering of senior notes completed on January 10, 2020 (the "Notes Offering") to finance the cash portion of the Acquisition, including the repayment of any outstanding debt of Felix and to pay related fees and expenses. The proceeds of the Note Offering were deposited into an escrow account. If the Acquisition is not consummated by July 15, 2020 (the "Outside Date"), or the Purchase Agreement is terminated at any time prior thereto, the notes will be subject to a special mandatory redemption.

Q:    What conditions must be satisfied to complete the Acquisition?

A:

There are a number of closing conditions in the Purchase Agreement, including the expiration of the applicable waiting periods under the HSR Act and the approval by the stockholders of the Company of the Stock Issuance Proposal. For a summary of the conditions that must be satisfied or waived prior to completion of the Acquisition, please see the section entitled "Proposal No. 1—Approval of the Issuance of More than 20% of the Company's Issued and Outstanding Common Stock in Connection with the Acquisition—The Purchase Agreement—Conditions to Closing of the Acquisition."

Q:    Why is the Company proposing the Stock Issuance Proposal?

A:

We are proposing the Stock Issuance Proposal in order to comply with NYSE Listing Rule 312.03, which requires stockholder approval prior to the issuance of securities representing 20% or more of the outstanding voting power or the number of common shares outstanding before such issuance.

In connection with the Acquisition, we expect to issue 152,963,671 shares of Common Stock in the Acquisition. Because we are issuing 20% or more of our outstanding Common Stock, we are required to obtain stockholder approval of such issuance pursuant to NYSE Listing Rule 312.03. For more information, please see the section entitled "Proposal No. 1—Approval of the Issuance of More than 20% of the Company's Issued and Outstanding Common Stock in Connection with the Acquisition."

Q:    Why is the Company proposing the Adjournment Proposal?

A:

We are proposing the Adjournment Proposal to allow our Board to adjourn the Special Meeting to a later date or dates to permit further solicitation of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Stock Issuance Proposal. Please see the section entitled "Proposal No. 2—The Adjournment Proposal" for additional information.

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Q:    What happens if I sell my shares of Common Stock before the Special Meeting?

A:

The record date for the Special Meeting is earlier than the date that the Acquisition is expected to be completed. If you transfer your shares of Common Stock after the record date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting. If you transfer your shares of Common Stock prior to the record date, you will have no right to vote those shares at the Special Meeting.

Q:    What constitutes a quorum at the Special Meeting?

A:

The 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 represented by proxy at the Special Meeting to constitute a quorum and in order to conduct business at the Special Meeting. Abstentions will be counted as present for the purpose of determining a quorum, but broker non-votes will not be counted for such purpose. In the absence of a quorum, the chairman of the Special Meeting has power to adjourn the Special Meeting. As of the record date for the Special Meeting, 208,471,481 shares of our Common Stock would be required to achieve a quorum.

Q:    What vote is required to approve the proposals presented at the Special Meeting?

A:

The approval of the Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast by holders of the Company's outstanding shares of Common Stock present in person or represented by proxy and entitled to vote at the Special Meeting, assuming a quorum is present. Accordingly, a Company stockholder's failure to vote by proxy or to vote in person at the Special Meeting, as well an abstention from voting and a broker non-vote with regard to the Stock Issuance Proposal will have no effect on the Stock Issuance Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established, but will have no effect on the Stock Issuance Proposal.

The approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the total voting power of the stock entitled to vote at the Special Meeting, present in person or represented by proxy, assuming a quorum is present. Accordingly, a Company stockholder's failure to vote by proxy or to vote in person at the Special Meeting, as well a broker non-vote with regard to the Adjournment Proposal, will have no effect on the Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established and will have the same effect as a vote "AGAINST" the Adjournment Proposal.

Q:    What is the record date and what does it mean?

A:

The record date for the Special Meeting is February 4, 2020. 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 Special Meeting, or at any adjournments or postponements of the Special Meeting. On February 4, 2020, there were 416,942,961 shares of Common Stock issued, outstanding and entitled to vote. Each owner of record on the record date is entitled to one vote on each proposal presented at the Special Meeting for each share of common stock held.

The record date was established by our Board of Directors as required by the DGCL. Owners of record of Common Stock at the close of business on the record date are entitled to:

•

receive notice of the Special Meeting; and



•

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

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Q:    How do I vote?

A:

If you were a holder of record of our Common Stock on February 4, 2020, the record date for the Special Meeting, you may vote with respect to the proposals in person at the Special Meeting, by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided, by telephone using the toll-free number on your proxy card or through the Internet using the procedures described on the proxy card.

Voting by Mail.    By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Special Meeting in the manner you indicate. We encourage you to sign and return the proxy card even if you plan to attend the Special Meeting so that your shares will be voted if you are unable to attend the Special Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 9:30 a.m. Central Time on March 5, 2020. If you received the proxy materials electronically, you may request a proxy card at any time by following the instructions 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.

Voting in Person at the Meeting.    If you attend the Special Meeting and plan to vote in person, we will provide you with a ballot at the Special Meeting. If your shares are registered directly in your name, you are considered the stockholder of record and you have the right to vote in person at the Special Meeting. If you hold your shares in "street name," which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote in person, you will need to bring to the Special Meeting a legal proxy from your broker, bank or nominee authorizing you to vote these shares.

Voting By Telephone or Internet.    All stockholders of record can vote by telephone from the United States and Canada, using the toll-free telephone number on the proxy card, or through the Internet using the procedures and instructions described on the 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.

For additional information, please see the section entitled "Special Meeting of Company Stockholders."

Q:    What will happen if I abstain from voting or fail to vote at the Special Meeting?

A:

At the Special Meeting, we will count a properly executed proxy marked "ABSTAIN" with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, a failure to vote or an abstention will have no effect on the Stock Issuance Proposal. For purposes of approval, a failure to vote will have no effect on the Adjournment Proposal, while an abstention will have the same effect as a vote "AGAINST" the Adjournment Proposal.

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Q:    What will happen if I sign and return my proxy card without indicating how I wish to vote?

A:

Stockholders should specify their choice for each matter in the manner described on their proxy card. Signed and dated proxies received by us without an indication of how the stockholder intends to vote on a proposal will be voted "FOR" each proposal presented to the stockholders. The proxyholders may use their discretion to vote on any other matters which properly come before the Special Meeting.

Q:    If I am not going to attend the Special Meeting in person, should I return my proxy card instead?

A:

Yes. Whether you plan to attend the Special Meeting or not, please read the enclosed proxy statement carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

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

A:

If you are a stockholder of record and do not provide a proxy, you must attend the Special Meeting in order to vote. If you hold shares through an account with a bank or broker, your shares will not be voted by the bank or broker on some matters if you do not provide voting instructions. Banks and brokers have the authority under NYSE rules to vote shares for which their customers do not provide voting instructions on routine matters. The votes on the 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."

Q:    If my shares are held in "street name," will my broker, bank or nominee automatically vote my shares for me?

A:

No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-routine matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe the proposals presented to the stockholders at this Special Meeting will be considered non-routine and, therefore, your broker, bank, or nominee cannot vote your shares without your instruction on any of the proposals presented at the Special Meeting. If you do not provide instructions with your proxy, your broker, bank, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a broker, bank, or nominee is not voting your shares is referred to as a "broker non-vote." Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the Special Meeting. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Q:    How will a broker non-vote impact the results of each proposal?

Broker non-votes will not have any effect on the outcome of any of the proposals.

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

A:

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

•

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

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•

voting again over the Internet or by telephone prior to 11:59 p.m. Eastern Time on March 4, 2020 (or, if you are a street name holder, such earlier time as your bank or broker may direct);



•

voting at the Special 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 Special Meeting.

Q:    What should I do if I receive more than one set of voting materials?

A:

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q:    Are votes confidential? Who counts the votes?

A:

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.

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

A:

For each of the proposals stockholders may:

•

vote for the proposal;

•

vote against the proposal; or

•

abstain from voting on the proposal.

Q:    What is the Board's recommendation with regard to each proposal?

A:

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

•

The Board of Directors recommends a vote FOR the Stock Issuance Proposal.

•

The Board of Directors recommends a vote FOR the Adjournment Proposal.

Q:    What happens if I vote against the Stock Issuance Proposal?

A:

If you vote against the Stock Issuance Proposal, but the Stock Issuance Proposal still obtains the affirmative vote of a majority of the votes cast by holders of the Company's outstanding shares of Common Stock present in person or represented by proxy and entitled to vote at the Special

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Meeting, assuming a quorum is present, then the Stock Issuance Proposal will be approved and, assuming the satisfaction or waiver of the other conditions to closing, the Acquisition will be consummated in accordance with the terms of the Purchase Agreement.

If you vote against the Stock Issuance Proposal and the Stock Issuance Proposal does not obtain the affirmative vote of a majority of the votes cast by holders of the Company's outstanding shares of Common Stock present in person or represented by proxy and entitled to vote at the Special Meeting, assuming a quorum is present, then the Stock Issuance Proposal will fail and we will not consummate the Acquisition.

Q:    What interests do the Company's current officers and directors have in the Acquisition?

A:

Certain members of our management team have interests in the Acquisition that are different from or in addition to (and which may conflict with) your interests. You should take these interests into account in deciding whether to approve the Acquisition. These interests include, among other things, that unless waived by the applicable members of our management, the issuance of approximately 27% of our Common Stock in connection with the completion of the Acquisition would constitute a "change-in-control" under the Company's change-in-control agreements between the Company and certain members of our management team. As a result, in the event such members of our management are terminated pursuant to a qualifying termination within two years following the issuance of the Company's Common Stock at the completion of the Acquisition, such management member would be eligible to receive enhanced benefits (including cash payments, benefits and equity vesting of such person's performance-based restricted stock units, time-based restricted stock awards, and stock options) than they would have otherwise been entitled to absent the issuance of the Company's Common Stock at the completion of the Acquisition.

Q:    Did the Company's Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Acquisition?

A:

Yes. Although our current certificate of incorporation does not require our Board to seek a third-party valuation or fairness opinion in connection with an acquisition, the Board received a fairness opinion from TPH as to the fairness, from a financial point of view and as of the date of such opinion, to the Company of the consideration to be paid by the Company for Felix pursuant to the Purchase Agreement. Please see the section entitled "Proposal No. 1—Approval of the Issuance of More than 20% of the Company's Issued and Outstanding Common Stock in Connection with the Acquisition—The Acquisition—Opinion of the Company's Financial Advisor" and the opinion of TPH attached hereto as Annex B for additional information.

Q:    Do I have appraisal rights if I object to the proposed Acquisition?

A:

No. Appraisal rights are not available to holders of our Common Stock in connection with the Acquisition.

Q:    What happens if the Acquisition is not consummated?

A:

There are certain circumstances under which the Purchase Agreement may be terminated. The Purchase Agreement provides that if Felix Parent terminates the Purchase Agreement due to a Company Change in Recommendation (as defined below), a termination fee of $145,500,000 is payable in cash to Felix Parent by the Company (the "Termination Fee"). If either the Company or Felix Parent terminates the Purchase Agreement due to failure to obtain the Stockholder Approval (as defined below) and Felix Parent is not otherwise entitled to receive the Termination Fee, the Company will be required to pay Felix Parent's expenses of $45,500,000 to Felix Parent.

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Additionally, if (i) either the Company or Felix Parent terminates the Purchase Agreement for failure to obtain the Stockholder Approval and on or before the Special Meeting, a Company Competing Proposal (as defined below) is announced, disclosed or otherwise communicated to the Board and not withdrawn or (ii) Felix Parent validly terminates the Purchase Agreement for the Company's breach of its representations, warranties, covenants or other agreements and following the date of the Purchase Agreement a Company Competing Proposal is publicly announced or disclosed and not withdrawn and, in each case, within twelve months after such termination, the Company enters into an alternative definitive agreement with respect to a specified Company Competing Proposal, the Company shall pay Felix Parent the Termination Fee (less any amount previously paid as Felix Parent's expenses). Please see the sections entitled "Proposal No. 1—Approval of the Issuance of More than 20% of the Company's Issued and Outstanding Common Stock in Connection with the Acquisition—The Purchase Agreement—Termination" and "Proposal No. 1—Approval of the Issuance of More than 20% of the Company's Issued and Outstanding Common Stock in Connection with the Acquisition—The Purchase Agreement—Termination Fee" for information regarding the parties' specific termination rights and the Termination Fee.

Q:    When is the Acquisition expected to be completed?

A:

The closing of the Acquisition is expected to take place on or prior to the fifth business day following the satisfaction or waiver of the conditions described below in the subsection entitled "Proposal No. 1—Approval of the Issuance of More than 20% of the Company's Issued and Outstanding Common Stock in Connection with the Acquisition—The Purchase Agreement—Conditions to Closing of the Acquisition" except in certain circumstances described below in the subsection entitled "Proposal No. 1—Approval of the Issuance of More than 20% of the Company's Issued and Outstanding Common Stock in Connection with the Acquisition—The Purchase Agreement—Closing of the Acquisition." However, if the last condition to closing to be satisfied is the Stockholder Approval (other than conditions that by their nature cannot be satisfied until the closing), then the closing of the Acquisition shall occur no later than one business day following the date of the meeting at which the Stockholder Approval is obtained. The closing is expected to occur in the first half of 2020. The Purchase Agreement may be terminated by the Company or Felix Parent if the closing of the Acquisition has not occurred by July 15, 2020.

Please see the section entitled "Proposal No. 1—Approval of the Issuance of More than 20% of the Company's Issued and Outstanding Common Stock in Connection with the Acquisition—The Purchase Agreement—Closing of the Acquisition." For a description of the conditions to the completion of the Acquisition, see the section entitled "Proposal No. 1—Approval of the Issuance of More than 20% of the Company's Issued and Outstanding Common Stock in Connection with the Acquisition—The Purchase Agreement—Conditions to Closing of the Acquisition."

Q:    Where Can I Find the Voting Results of the Special Meeting?

A:

Within four business days following certification of the final voting results, the Company will file the final voting results of the Special Meeting with the SEC in a Current Report on Form 8-K.

Q:    What do I need to do now?

A:

You are urged to read carefully and consider the information contained in this proxy statement, including the Annexes. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

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Q:    Who will solicit and pay the cost of soliciting proxies for the Special Meeting?

A:

The Company is soliciting proxies on behalf of its Board. The Company will pay the cost of soliciting proxies for the Special Meeting. The Company has engaged Georgeson to assist in the solicitation of proxies for the Special Meeting. The Company has agreed to pay Georgeson a fee of $8,500, plus disbursements, and will reimburse Georgeson for its reasonable out-of-pocket expenses and indemnify Georgeson and its affiliates against certain claims, liabilities, losses, damages and expenses. The Company will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of the Company's Common Stock for their expenses in forwarding soliciting materials to beneficial owners of the Company's Common Stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:    Who can help answer my questions?

A:

If you have questions about the proposals or if you need additional copies of this proxy statement or the enclosed proxy card you should contact:

WPX Energy, Inc.
3500 One Williams Center
Tulsa, Oklahoma 74172
(855) 979-2012
Attention: Corporate Secretary
Email: corporate.secretary@wpxenergy.com

You may also contact our proxy solicitor at:

Georgeson
1290 Avenue of the Americas, 9th Floor
New York, New York 10104
Individuals, banks and brokers please call toll-free: (800) 903-2897

To obtain timely delivery, our stockholders must request the materials no later than five business days prior to the Special Meeting.

You may also obtain additional information about us from documents filed with the SEC by following the instructions in the section entitled "Where You Can Find Additional Information; Incorporation of Certain Documents by Reference."

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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