Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant ☑

Filed by a party other than the Registrant ☐

Check the appropriate box:


☐						Preliminary Proxy Statement

☐						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐						Definitive Proxy Statement

☑						Definitive Additional Materials

☐						Soliciting Material under to § 240.14a-12


Earthstone Energy, Inc.
(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):


☑						No fee required

☐						Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11


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


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


			(3)						Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):


			(4)						Proposed maximum aggregate value of transaction:


			(5)						Total fee paid:

☐

Fee paid previously with preliminary materials.

☐

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

Earthstone Energy, Inc.

1400 Woodloch Forest Drive, Suite 300

The Woodlands, Texas 77380

Supplement to the Proxy Statement

for the 2021 Annual Meeting of Stockholders

to be held on Tuesday, July 20, 2021

This supplement, dated July 9, 2021 (this “Supplement”), supplements the definitive proxy statement of Earthstone Energy, Inc., a Delaware corporation (“Earthstone”), dated June 9, 2021 (the “Proxy Statement”), and is furnished to Earthstone’s stockholders in connection with the solicitation of proxies on behalf of the Board of Directors of Earthstone for Earthstone’s 2021 Annual Meeting of Stockholders to be held on Tuesday, July 20, 2021, or any postponement or adjournment thereof (the “Annual Meeting”). This Supplement is being filed with the U.S. Securities and Exchange Commission and is first being made available to Earthstone’s stockholders on or about July 9, 2021.

THE PROXY STATEMENT CONTAINS IMPORTANT INFORMATION AND THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT.

This Supplement is being furnished in order to provide updated information regarding the ability of brokers to vote uninstructed shares on certain proposals. This Supplement does not provide all of the information that is important to your decisions in voting at the Annual Meeting. This Supplement should be read in conjunction with the Proxy Statement.

Updated Information Regarding Proposals 2 and 6

The New York Stock Exchange (“NYSE”) has ruled that each of Proposals 2 and 6 are “routine” and therefore brokers may vote uninstructed shares regarding these matters. The Proxy Statement had previously stated that Proposals 2 and 6 were “non-routine.” As a result of NYSE’s ruling, if you own your shares of Class A Common Stock through a bank, broker or other nominee and you do not provide them with specific voting instructions, the bank, broker or nominee is permitted to cast a broker vote with respect to your shares on each of Proposals 2 and 6.