SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

(Amendment No. 1)

Resolute Energy Corporation

(Name of Issuer)

Common Stock, par value $0.0001

(Title of Class of Securities)

76116A306

(CUSIP Number of Class of Securities)

Michael Kelly, Esq.

Monarch Alternative Capital LP

535 Madison Avenue

New York, NY 10022

Telephone: (212) 554-1700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

Copies to:

Mark Cognetti, Esq.

Michael Brandt, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019-6099

(212) 728-8000

February 8, 2018

(Date of Event which Requires Filing of this Schedule)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:  ☐

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

Pursuant to Rule 13d-2 promulgated under the Act, this Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) is being filed with respect to the common stock par value $0.0001 per share (“Common Stock”), of Resolute Energy Corporation (the “Issuer”), to amend the Schedule 13D filed on January 26, 2018 (the “Original 13D” and, as amended by this Amendment No. 1, the “Schedule 13D”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Original 13D.

Item 4 of this Schedule 13D is hereby amended to include the following:

Following discussions with the Issuer after its receipt of the January Letter, the Reporting Persons continue to believe that changes to the Board are necessary to maximize stockholder value. As a result, on February 8, 2018, an affiliate of the Reporting Persons delivered a nomination notice (the “Nomination Notice”) to the Issuer which is attached as Exhibit 99.3 to this Schedule 13D, nominating three highly qualified individuals, Patrick Bartels, Joseph Citarrella and Samuel Langford (collectively, the “Nominees”), for election to the Board at the Issuer’s 2018 annual meeting of stockholders (the “Annual Meeting”).

The Reporting Persons believe that the Nominees have the qualifications, experience and skill sets that will make them valuable additions to the Board.

The Reporting Persons have engaged, and may continue to engage, in discussions with the Issuer regarding Board representation and the composition of the Issuer’s Board, generally.

The Nomination Notice also includes a notice to the Issuer that the Reporting Persons intend to submit, for a stockholder vote at the Annual Meeting, a resolution that would repeal any provision of the Bylaws of the Issuer in effect at the time of the Annual Meeting that was not included in the Bylaws of the Issuer in effect as of February 8, 2018 and as publicly filed with the Securities and Exchange Commission (the “SEC”) prior to February 8, 2018.

Item 5(a)-(c) of this Schedule 13D is hereby amended and restated to read as follows:

(a) Each of MAC, MDRA GP and Monarch GP indirectly beneficially own 2,193,400 shares of Common Stock. Such shares represent 9.75% of the 22,503,907 common shares outstanding as of October 31, 2017, according to the Form 10-Q filed by the Issuer with the SEC on November 6, 2017. None of the individual Funds beneficially own a number of shares of Common Stock representing more than 5% of the outstanding shares of Common Stock.

(b) MAC, MDRA GP and Monarch GP share voting and dispositive power over 2,193,400 shares of Common Stock with each applicable Fund directly holding such shares, except for 100 of such shares, which the Funds hold indirectly through

affiliated entities.

(c) Schedule I hereto sets forth all transactions with respect to the Common Stock effected by the Reporting Persons since the date of the Original 13D. All such transactions were effected in the open market, and per share prices include any commissions paid in connection with such transactions.

Item 6 of this Schedule 13D is hereby amended to include the following:

On February 6, 2018, Monarch Energy Holdings LLC, an affiliate of the Reporting Persons (“MEH”), entered into a Nomination Agreement with Samuel Langford (the “Nomination Agreement”). Pursuant to such agreement, MEH has agreed to indemnify Mr. Langford for certain potential claims in connection with his standing as a candidate for election to the Board. MEH has also agreed to reimburse Mr. Langford for reasonable and documented out-of-pocket travel and related expenses, subject to a certain cap, incurred by Mr. Langford in connection with his service as a Nominee. The foregoing description of the Nomination Agreement is not complete and is qualified in its entirety by reference to the Nomination Agreement attached as Exhibit 99.4 to this Schedule 13D, which is incorporated herein by reference.

Except as disclosed in this Schedule 13D, there are no contracts, arrangements, understandings or relationships with respect to securities of the Issuer.

Item 7 of this Schedule 13D is hereby amended to add the following exhibits:

[Signatures on following page]

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

SCHEDULE I

Exhibit 99.3

Nomination Notice

MONARCH ENERGY HOLDINGS LLC

c/o Monarch Alternative Capital LP

535 Madison Avenue

New York, NY 10022

February 8, 2018

BY EMAIL, FAX, U.S. MAIL AND PERSONAL DELIVERY

Resolute Energy Corporation

1700 Lincoln Street, Suite 2800

Denver, Colorado, 80203

Attn:     Michael N. Stefanoudakis

             Vice President, Corporate Development/Strategy, General Counsel and Secretary

Dear Mr. Stefanoudakis:

This letter serves as notice to Resolute Energy Corporation, a Delaware corporation (“Resolute” or the “Company”), as to (i) the nomination by Monarch Energy Holdings LLC, a Delaware limited liability company (“MEH” or the “Nominating Stockholder”), of Joseph Citarrella, Patrick Bartels and Samuel Langford (each, a “Nominee” and collectively, the “Nominees”) for election to the Board of Directors of Resolute (the “Board”), and (ii) the proposal set forth on Annex A (the “Proposal”), each to be made at the 2018 annual meeting of stockholders of Resolute, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”). All information required to be included in this Notice pursuant to the Company’s Amended and Restated By-Laws, as amended from time to time (the “Bylaws”), has been provided by the Nominating Stockholder and the Nominees. This letter and all Exhibits, Annexes attached hereto are collectively referred to as the “Notice.”

Below please find information required by Sections 3.2(b) and 3.2(d) of the Company’s Bylaws. Information included in any subsection below shall also be deemed to be information provided in response to items requested in any other subsection of this Notice. In addition, reference is made to the Schedule 13D initially filed by Monarch Alternative Capital LP, a Delaware limited partnership (“MAC”), and certain of its affiliates on January 26, 2018, as amended or may be amended from time to time, as filed and to be filed with the Securities and Exchange Commission (the “Commission”). The information contained therein is deemed incorporated by reference herein and, accordingly, all information contained in this Notice is deemed to be supplemented thereby. The inclusion or incorporation by reference of information in this Notice shall not be deemed to constitute an admission that any such information is required by Sections 3.2(b), 3.2(d) or any other sections of the Bylaws. Where information sought by Schedule 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), would be answered in the negative and no response would be required to be included in a proxy statement, this Notice may omit such negative response.

The Nominating Stockholder believes that the name and address of the Nominating Stockholder, as it appears on the Company’s books, is Monarch Energy Holdings LLC, 535 Madison Avenue, 26^th Floor, New York, NY 10022-4214. The name and address of the Stockholder Associated Persons are set forth on Exhibit A.

As of the close of business on February 7, 2018, MEH is the direct beneficial owner of 100 shares of common stock, $0.0001 par value per share (the “Common Stock”), of Resolute, all of which are held in record name by MEH. As of the close of business on February 7, 2018, the Nominating Stockholder and certain of its affiliates beneficially own in the aggregate 2,193,400 shares of Common Stock, representing approximately 9.75% of the outstanding shares of Common Stock (the “Shares”). Exhibit A attached hereto provides the current ownership information of the Nominating Stockholder and certain of its affiliates (collectively, the “Funds”) with respect to the securities of the Company. Please refer to Exhibit A for additional information.

None

None

None

None

2

None

Messrs. Bartels and Citarrella are eligible to receive discretionary performance-related compensation in connection with their employment relationship with MAC.

The Nominating Stockholder has entered into a Nomination Agreement with Samuel Langford (the “Nomination Agreement”). Pursuant to such agreement, the Nominating Stockholder has agreed to indemnify Mr. Langford for certain potential claims in connection with his standing as a candidate for election to the Board. The Nomination Agreement also contains confidentiality provisions whereby Mr. Langford has agreed to keep confidential, and not to disclose (subject to customary exclusions, such as pursuant to applicable laws), confidential, proprietary or non-public information of the Nominating Stockholder or its affiliates obtained in connection with his service as a Nominee. The Nominating Stockholder has also agreed to reimburse Mr. Langford for reasonable and documented out-of-pocket travel and related expenses, subject to a certain cap, incurred by Mr. Langford in connection with his service as a Nominee. The Nominating Stockholder and Mr. Langford agree that none of the provisions of the Nomination Agreement may derogate from, or in any manner limit, the exercise by Mr. Langford of his fiduciary duties in the event that he is elected as a director at the Annual Meeting.

On January 26, 2018, MAC, MDRA GP LP and Monarch GP LLC entered into a Joint Filing Agreement in which, among other things, the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company to the extent required by applicable law.

The Nominating Stockholder hereby represents that it intends to appear in person or by proxy at the Annual Meeting to nominate the Nominees for election at the Annual Meeting.

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Please see additional information set forth in Section III below under the headings “Information Regarding the Participants and the Participant Associates” and “Information Regarding the Solicitation.”

None

The Nominating Stockholder intends to solicit proxies or votes from the Company’s stockholders in support of the Nominees and the Proposal. Each of the Nominees has consented to be named as a Nominee in this Notice, to be named as a Nominee in any proxy statement filed by MEH or its affiliates in connection with the solicitation of proxies from the Company’s Stockholders in connection with the Annual Meeting and to serve as a director of the Company, if so elected (each, a “Consent” and collectively, the “Consents”). Such Consents are attached hereto as Exhibit B.

Information Regarding the Nominations

Through this Notice, the Nominating Stockholder hereby nominates, and notifies you of its intent to nominate at the Annual Meeting, Joseph Citarrella, Patrick Bartels and Samuel Langford, as nominees (the “Nominees”) to be elected to the Board at the Annual Meeting. If this Notice shall be deemed for any reason by a court of competent jurisdiction to be ineffective with respect to the nomination of any of the Nominees nominated by the Nominating Stockholder at the Annual Meeting, or if any individual Nominee shall be unable to serve for any reason, this Notice shall continue to be effective with respect to the remaining Nominee(s) and as to any replacement nominee(s) selected by the Nominating Stockholder.

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As of the date hereof, each of the Nominees does not own beneficially or of record any securities of the Company and has not entered into any transactions in securities of the Company during the past two years.

As of the date hereof, each of the Nominees does not own beneficially any Derivative Instruments or any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Company, and has not entered into any transactions in Derivative Instruments or any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Company during the past two years.

Please see additional information set forth in Section III below under the headings “Information Regarding the Participants and the Participant Associates” and “Information Regarding the Solicitation.”

5

Absence of Any Family Relationships

None of the Nominees has any family relationship with any director or officer, or person nominated to become a director or officer, of the Company or any of its subsidiaries.

Biographical Information

Joseph Citarrella, age 31, a Managing Principal with Monarch and a proposed nominee to the Board, would bring extensive relevant sector and financial expertise in this role. In addition to his investment responsibilities at Monarch, Mr. Citarrella has served since August 2017 as non-executive Chairman of the Board of Vanguard Natural Resources, Inc. (“Vanguard”), a Houston-based independent oil and gas company with operations across Wyoming, Colorado, Texas, Louisiana, and Oklahoma. Mr. Citarrella also serves as a member of Vanguard’s Strategic Opportunities Committee, which is responsible for overseeing an ongoing strategic review of Vanguard’s asset base and development plans, as well as Vanguard’s Compensation Committee, Nominating and Corporate Governance Committee and Health, Environmental and Safety Committee. In this capacity, Mr. Citarrella has worked closely with management, the Board, and financial advisor Jefferies LLC to evaluate potential strategic transactions and pursue targeted objectives to maximize stockholder value. Prior to joining Monarch in May 2012, Mr. Citarrella was an Associate at Goldman Sachs in the Global Investment Research group, covering the integrated oil, exploration and production, and refining sectors. Mr. Citarrella received a B.A. in Economics from Yale University. Mr. Citarella is a citizen of the United States of America. Exhibit B hereto sets forth the consent of Mr. Citarrella to serve as a Nominee and, if elected, a member of the Board.

Patrick Bartels, age 42, a Managing Principal with Monarch and our second proposed nominee to the Board, has served on numerous public and private boards and has over 20 years of investment experience, including across complex situations in North America and Europe. Prior to joining Monarch in 2002, Mr. Bartels was a high-yield investments analyst at Invesco. He began his career at PricewaterhouseCoopers LLP. Mr. Bartels currently serves on the board of directors of Arch Coal, Inc., where he is a member of the Nominating and Corporate Governance and Personnel and Compensation Committees. Previously, Mr. Bartels served on the board of directors of WCI Communities Inc. (2009-2017). As a fiduciary for stockholders, Mr. Bartels has a demonstrated record of value-added returns through capital markets transactions and M&A processes. Mr. Bartels holds the Chartered Financial Analyst designation and a bachelor’s degree in accounting, with a concentration in finance, from Bucknell University. Mr. Bartels is a citizen of the United States of America. Exhibit B hereto sets forth the consent of Mr. Bartels to serve as a Nominee and, if elected, as a member of the Board.

Samuel Langford, age 60, serves as Principal of Langford Upstream Advisory, L.L.C., a position he has held since 2013. He has also acted as Consulting Advisor to Silverpoint Capital since 2015. Prior to Langford Upstream Advisory, L.L.C., Mr. Langford was employed by Newfield Exploration Co. where he served in various positions, including as Senior Corporate Advisor (2011–2012), General Manager, Mid-Continent Business Unit (2011), Vice President, Corporate Development (2009–2011) and Manager, Acquisitions, Planning and Commercial Development, Mid-Continent (2004-2009). Mr. Langford has also worked with Cockrell Oil Corporation, British Gas Exploration America, Tenneco Oil Company and Exxon USA in various technical and managerial positions. Mr. Langford currently serves on the boards of directors of Chaparral Energy, Inc., where he is a member of the Audit and Compensation Committees, and of Basic Energy Services, Inc., where he is a member of the Compensation Committee. He received his Bachelor of Science degree in Mechanical Engineering from Auburn University. Mr. Langford is a citizen of the United States of America. Exhibit B hereto sets forth the consent of Mr. Langford to serve as a Nominee and, if elected, as a member of the Board.

6

Absence of Involvement in Certain Legal Proceedings

During the past ten years:

7

Section 16(a) Beneficial Ownership Reporting Compliance

None of the Nominees has failed to file reports on a timely basis related to the Company that are required by Section 16(a) of the Exchange Act.

Independence

The Nominating Stockholder believes that each Nominee presently is, and if elected as a director of the Company, each of the Nominees would be, an “independent director” within the meaning of (i) applicable NYSE listing standards applicable to board composition, including Rule 303.A and (ii) Section 301 of the Sarbanes-Oxley Act of 2002.

Information Regarding the Participants and the Participant Associates

MAC, the Funds, MEH, and the Nominees are hereinafter collectively referred to as the “Participants.” MAC is organized as a limited partnership under the laws of the State of Delaware and is the investment manager of each of the Funds. The principal business of MAC is to serve as investment advisor to, and to control the investment activities of, certain private investment funds and managed accounts, including the Funds. In connection with its engagement as investment manager of the Funds, each of the Funds has agreed to indemnify MAC against certain losses, liabilities, costs and expenses incurred in connection with such engagement, which includes MAC’s acting for the Funds in respect of the Company and the Funds’ interests therein.

MEH is organized as a limited liability company under the laws of Delaware. The ultimate owners of MEH are the Funds, and the principal business of MEH is holding certain shares of Common Stock. Exhibit A includes (i) the name and business address of each of the Participants and (ii) the class and number of securities of the Company which are owned beneficially, directly or indirectly, by each of the Participants or any of their respective affiliates or associates (the associates, as defined in Rule 14a-1 of the Exchange Act, are hereinafter collectively referred to as the “Participant Associates”). Except for the Funds, who are collectively the beneficial owners of the Shares, and except for MEH and Monarch Debt Recovery Master Fund Ltd (“MDRF”), each of which is the record owner of 100 shares of Common Stock, none of the Participants or, to the best knowledge of the Participants, the Participant Associates is the record owner of shares of Common Stock. Except as set forth in this Notice, none of the Participants or, to the best knowledge of the Participants, the Participant Associates owns any securities of the Company other than shares of Common Stock.

8

Exhibit C sets forth, with respect to all securities of the Company purchased or sold by a Participant within the past two (2) years, the date on which they were purchased or sold and the amount purchased or sold on such date. Each of the Funds used its own investment capital to purchase all of such securities listed therein as purchased by it. All of such securities were purchased through margin accounts and such purchases were made in the ordinary course of business and are maintained with Goldman, Sachs & Co. (“Goldman”), which has extended margin credit to the Funds in amounts from time to time required to open or carry the aggregate positions (including positions in the shares of Common Stock) in such margin accounts, subject to applicable Federal margin regulations, stock exchange rules and Goldman’s credit policies.    The aggregate positions held in such margin accounts (including the shares of Common Stock and the securities of other issuers) are pledged as collateral security for the extension of credit that may be used for future purchases of securities or to borrow securities for the purpose of hedging. Except as described in the preceding sentence, the Shares are neither subject to margin credit nor pledged. The shares of Common Stock held of record by each of MEH and MDRF are not held in the margin account described above. MEH received 100 shares of Common Stock as a contribution to its capital from its members.

Except as set forth herein, none of the Participants is, or has been within the past year, a party to any contract, arrangement or understanding with any person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profits, division of losses or profits, or the giving or withholding of proxies. Each of the Funds is a party to an Investment Management Agreement with MAC pursuant to which MAC is responsible for the investment and management of the applicable Fund’s assets.

Except as set forth herein, to the best knowledge of the Participants, none of the Participant Associates beneficially owns, directly or indirectly, any shares of Common Stock or other securities of the Company. None of the Participants beneficially owns, directly or indirectly, any securities of any parent or subsidiary of the Company.

No Participant or, to the best knowledge of the Participants, Participant Associate has, during the past ten (10) years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

No Participant or, to the best knowledge of the Participants, no Participant Associate or member of any of the foregoing’s immediate family is either a party to any transaction or series of transactions, whether indebtedness transactions or otherwise, since the beginning of the Company’s last fiscal year or has knowledge of any currently proposed transaction or series of proposed transactions, (i) to which the Company or any of its affiliates was or is to be a party, (ii) in which the amount involved exceeds $120,000, and (iii) in which any Participant, Participant Associate or any member of his or her immediate family has, or will have, a direct or indirect material interest.

No Participant or, to the best knowledge of the Participants, Participant Associate has entered into any agreement or has any arrangement or understanding with any person respecting any future employment with the Company or any of its affiliates or respecting any future transactions to which the Company or any of its affiliates will or may be a party.

No Participant or, to the best knowledge of the Participants, Participant Associate has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter known by the Participants or the Participant Associates be to acted upon at the Annual Meeting other than (i) by reason of their ownership of the Shares, (ii) the interest of each Nominee in being elected to serve as a director of the Company, and (iii) as otherwise set forth in this Notice.

9

There are no material proceedings to which any Participant or, to the best knowledge of the Participants, any Participant Associate is a party adverse to the Company or any of its subsidiaries, or in which any of the Participants or, to the best knowledge of the Participants, Participant Associates has a material interest adverse to the Company or any of its subsidiaries.

Information Regarding the Solicitation

The Participants intend to solicit proxies in favor of the Nominees. Proxies may be solicited by mail, advertisement, telephone, facsimile, the Internet, telegraph and personal solicitation. No additional compensation will be paid to the Participants or to the Nominees for the solicitation of proxies. Banks, brokerage houses and other custodians, nominees and fiduciaries will be requested to forward the Participants’ solicitation material to their customers for whom they hold shares of Common Stock, and the Participants will reimburse them for their reasonable out-of-pocket expenses.

MAC intends to retain a soliciting agent to assist in the solicitation of proxies and for related services in connection with the Annual Meeting. MAC has not yet identified a soliciting agent and has not yet had any conversation with any prospective soliciting agent as to the terms on which any such prospective soliciting agent might be engaged or as to the number of persons it would employ in the solicitation of proxies for the Annual Meeting. The terms of such engagement, the anticipated costs involved in the solicitation and the number of other agents to be employed will be finalized only when such firm is selected and engaged.

Additionally, regular employees of MAC, consisting of officers of MAC, portfolio managers and/or investment analysts, may be employed in the solicitation of proxies in favor of the Nominees in order to communicate with the stockholders of the Company in connection with the solicitation and the Annual Meeting; none of any such individuals will be paid for such actions in connection with the foregoing beyond their regular compensation.

The entire expense of preparing, assembling, printing and mailing the proxy statement and related materials and the cost of soliciting proxies will be borne, directly or indirectly, by the Funds. The Participants may, without submitting such matter to a vote of security holders of the Company, seek reimbursement from the Company for such expenses if all or any of the Nominees are elected.

Except as disclosed in this Notice, no Nominee has any substantial interest, direct or indirect, by security holdings or otherwise, in the matters to be brought before the Annual Meeting pursuant to this Notice.

General

The Nominating Stockholder reserves the right to nominate additional nominees for any reason, including if the Company, by the appropriate corporate action, has increased or increases the number of directors to be elected at the Annual Meeting or the composition of the board of directors of the Company has changed prior to the Annual Meeting. Shares represented by proxies given to the Nominating Stockholder may be voted for any substitute or additional nominees. The Stockholder reserves the right to nominate substitute nominees if the Company makes or announces any changes to its Bylaws or takes or announces any other action that has, or if consummated would have, the effect of disqualifying any of the Nominees. Additionally, if any Nominee (or substitute nominee) is unable or unwilling to stand for election for any reason at the Annual Meeting, the Nominating Stockholder intends to nominate a person in the place of such Nominee (or substitute therefor). The Nominating Stockholder’s reservation of the foregoing rights, and any of the foregoing actions that may be taken by the Nominating Stockholder, are without prejudice to, and will not limit, the Nominating Stockholder’s and the other Participants’ rights to challenge any such actions on the part of the Company.

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*    *    *    *

Please address any correspondence to MEH, Attention: Colin Daniels, telephone (212) 554-1763, facsimile 866-260-1446 (with a copy to our counsel, Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, New York 10019, Attention: Mark Cognetti, telephone (212) 728-8968, facsimile (212) 728-9968, email: mcognetti@willkie.com). The giving of this Notice is not an admission that any purported procedures for notice concerning the submission of nominations are legal, valid or binding, and MEH reserves the right to challenge their validity. If the Company contends this Notice is incomplete or is otherwise deficient in any respect, please notify MEH, Attention: Colin Daniels, telephone (212) 554-1763, facsimile 866-260-1446 (with a copy to our counsel, Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, New York 10019, Attention: Mark Cognetti, telephone (212) 728-8968, facsimile (212) 728-9968, email: mcognetti@willkie.com) setting forth the facts that the Company contends support its position and specifying any additional information believed to be required. In the absence of such prompt notice, MEH will assume that the Company agrees that this Notice complies in all respects with the requirements of the Articles and the Bylaws. MEH reserves the right to withdraw or modify this Notice at any time.

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EXHIBIT A

OWNERSHIP INFORMATION WITH RESPECT TO COMPANY SECURITIES

Set forth below is (i) the name and business address of each of the Participants and (ii) the number of shares of Common Stock owned beneficially or of record by each of the Participants as of the close of business on February 7, 2018 (including the 100 shares of Common Stock owned of record by each of MEH and MDRF). Each of the Funds owns its shares directly. As of the close of business on February 7, 2018, none of the Participants owns shares of any class of stock of the Company other than the shares of Common Stock.

EXHIBIT B

NOMINEE CONSENTS

EXHIBIT C

TRANSACTIONS IN SECURITIES OF THE COMPANY

ANNEX A

PROPOSAL

The Nominating Stockholder intends to submit, for a stockholder vote at the Annual Meeting, the following Proposal described below. Other than as disclosed in this Notice, the Nominating Stockholder does not have any material interest in the Proposal.

To, pursuant to Section 109 of the General Corporation Law of the State of Delaware (the “DGCL”) and Article II of the Bylaws, adopt a resolution that would repeal any provision of the Bylaws in effect at the time of the Annual Meeting that was not included in the Bylaws in effect as of February 8, 2018 and as publicly filed with the Commission prior to February 8, 2018. The Nominating Stockholder is not aware of any such provision of the Bylaws that has become effective, but it is possible that, following the date of this Notice and prior to the adoption of this resolution, such a provision could be disclosed and/or become effective.

The following is the text of the proposed resolution:

“RESOLVED, that any provision of the Bylaws of Resolute Energy Corporation as of the date of effectiveness of this resolution that was not included in the Bylaws, effective as of February 8, 2018 and publicly filed with the Securities and Exchange Commission prior to February 8, 2018, be and hereby is repealed.”

The Nominating Stockholder is bringing the Proposal for consideration by the Company’s stockholders at the Annual Meeting because the Board has the ability to make amendments to the Bylaws without obtaining stockholder approval and such amendments may not be in the best interests of the stockholders. The Proposal would allow stockholders to undo at the Annual Meeting any such amendments made after the date of this Notice and prior to the Annual Meeting. An affirmative vote by the holders of at least 66 2/3% of the voting power of all outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, is required for the adoption of the Proposal.

Exhibit 99.4

Nomination Agreement

[LETTERHEAD]

February 6, 2018

Samuel Langford

[Nominee Address]

Re:    Resolute Energy Corporation

Dear Mr. Langford:

Thank you for agreeing to serve as a nominee for election to the board of directors (the “Board”) of Resolute Energy Corporation (the “Company”) in connection with a proxy solicitation that Monarch Energy Holdings LLC (“Monarch”) (and/or one or more affiliates thereof) is considering undertaking for the purpose of nominating and electing directors at the Company’s 2018 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Solicitation”). This letter will set forth the terms of our agreement (the “Agreement”).

Indemnification. Monarch agrees to indemnify and hold you harmless from and against any and all Loss (as defined below) arising directly or indirectly from the Solicitation, irrespective of the outcome; provided, however, that you will not be entitled to indemnification for claims that are judicially determined to have resulted from your bad faith, willful misconduct, violations of law (unless you demonstrate that your action was taken in good faith and in a manner you reasonably believed to be in or not opposed to the best interests of the Solicitation), criminal actions or material breach of the terms of this Agreement (including inaccurate or incomplete disclosures); and provided further, that this indemnification agreement and all of Monarch’s obligations hereunder shall not apply to any of your actions, omissions or service as a director of the Company (the indemnity set forth in this sentence, the “Indemnity”). Your right to the Indemnity (as well as the advancement of expenses as provided herein) shall continue after the Solicitation concludes but only for events that occurred in connection with Solicitation. As used herein, “Loss” shall mean any and all losses, liabilities, damages, demands, causes of action, claims, suits, actions, judgments, assessments, costs and expenses, including, without limitation, interest, penalties, reasonable attorneys’ fees, and any and all reasonable costs and expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, any civil, criminal, administrative, investigative or arbitration action, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation.

In the event of the occurrence of a Loss covered by the Indemnity or a claim that could reasonably be expected to result in a Loss covered by the Indemnity if adversely determined, you shall give Monarch prompt written notice of such claim or Loss (provided that the failure to promptly notify Monarch shall not relieve Monarch from any liability which Monarch may have on account of this Agreement, except to the extent Monarch shall have been materially prejudiced by such failure). Monarch shall be entitled to assume the defense of any action, suit or proceeding on your behalf in its sole discretion. If Monarch declines to assume such defense, or if you shall have been advised by counsel that Monarch’s counsel has a conflict of interest in representing both Monarch and you or you shall have been advised by counsel that there may be legal defenses available to you that are different from or additional to those available to Monarch, you shall be permitted to select your own counsel in such matter; provided that the Indemnity shall only cover the cost of one counsel and one local counsel (each charging at customary rates) in relation to each action covered by the Indemnity. Monarch may not enter into a settlement of any action that is asserted against you without your consent unless such settlement (i) does not include any admission of liability or guilt by you, (ii) includes a release of you from any and all liability in respect of such claim, and (iii) does not impose any limitation on you.

Monarch will advance on your behalf any and all expenses (including, without limitation, reasonable and documented attorneys’ fees, costs, expenses and disbursements) actually and reasonably incurred by you in such action, upon receipt by Monarch of an undertaking by you or on your behalf to repay any portion of such amount to which it is ultimately determined that you were not entitled under this Agreement.

The Indemnity and advance payment of expenses as provided by any provision of this Agreement shall not be deemed exclusive of any other rights to which you may be entitled under any provision of law, this or any other agreement, or otherwise. Monarch’s obligations hereunder shall not be affected by whether or not Monarch obtains or maintains any insurance policy covering any portion of the indemnification to be provided to you hereunder, or by the availability or unavailability of such insurance. Monarch expressly agrees that it is required to pay to you the amount of any Loss or expenses hereunder regardless of whether such amount is payable to you under any indemnity or insurance policy maintained by you or on your behalf.

Expenses. Monarch agrees to reimburse you, as promptly as reasonably practicable upon your request, for your reasonable and documented out-of-pocket travel and related expenses incurred by you in connection with your service as a nominee during the Solicitation. You shall not be entitled to reimbursement under this paragraph for any expenses in excess of $[2,000] in the aggregate without Monarch’s prior written approval.

Confidentiality. You hereby agree to keep confidential and not to disclose to any party, without the prior written consent of Monarch, any confidential, proprietary or non-public information (collectively, “Information”) of Monarch or its affiliates which you have heretofore obtained or may obtain following the date hereof. The term “Information” shall not include any information that (i) is publicly disclosed by Monarch or its affiliates, (ii) you can demonstrate is now, or hereafter becomes, through no act or failure on your part, otherwise generally known to the public or (iii) is or becomes available to you on a non-confidential basis from a source other than Monarch or its affiliates, provided that such source is not bound by a legal, fiduciary or contractual obligation of confidentiality to Monarch or its affiliates.

Notwithstanding the foregoing, if you are required by applicable law, rule, regulation or legal process to disclose any Information, you may do so provided that, to the extent permissible by law or applicable regulation, you promptly notify Monarch so that Monarch may seek a protective order or other appropriate remedy at Monarch’s sole cost and expense and you furnish only that portion of Information which you are legally required to so disclose.

All Information, including copies thereof, and any studies, notes, records, analysis, compilations or other documents prepared by you containing such Information shall be and remain the property of Monarch and, upon the request of a representative of Monarch, all such information shall be returned or, at Monarch’s option, destroyed by you, with such destruction confirmed by you to Monarch in writing.

Privilege. Monarch and you are joint participants in the Solicitation, and each of us acknowledges and agrees that we share a common legal interest in connection with the Solicitation and any actual or threatened litigation, or governmental investigation, that may arise therefrom. Each of us further acknowledges and agrees that it is our mutual desire, intention and understanding that the sharing of any information is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, the attorney work product doctrine or any other applicable privilege or immunity, including the common interest privilege. We further agree that information being provided by Monarch or its counsel is being provided solely for use in connection with the Solicitation and shall remain confidential in accordance with the foregoing provisions and shall be protected from disclosure to any third party by Monarch’s attorney-client privilege, the attorney work product doctrine and/or any other applicable privileges and immunities, including the common interest privilege.

Information. In connection with the Solicitation, we will be required to provide to the Company certain information about the Solicitation and about Monarch and you (and certain related persons). You agree to

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provide this information, as it relates to you and your related persons, to Monarch and its legal counsel as they may request from time to time, and to ensure that such information provided by you is accurate and complete. If any such information previously provided changes, becomes incomplete due to changes in circumstances, or otherwise is found to be inaccurate or incomplete, you agree to provide updated information to Monarch and its counsel so that such information is accurate and complete.

Fiduciary Duty. Monarch and you acknowledge and agree that, if you are elected to the Board of the Company, you will be subject to fiduciary duties as a director of the Company and further agree that no provision of this Agreement shall derogate from, or in any manner limit, your exercise of such fiduciary duties.

Nomination; Solicitation. Notwithstanding anything to contrary in this Agreement, you acknowledge and agree that Monarch may, in its sole discretion, elect not to nominate you for election to the Board or otherwise conduct the Solicitation.

Severability. If any provision of this Agreement shall be held to be or shall, in fact, be invalid, inoperative or unenforceable as applied to any particular case or in any particular jurisdiction, for any reason, such circumstances shall not have the effect of rendering the provision in question invalid, inoperative or unenforceable in any other distinguishable case or jurisdiction, or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. The invalidity, inoperability or unenforceability of any one or more phrases, sentences, clauses or sections contained in this Agreement shall not affect any other remaining part of this Agreement.

Amendments. No amendment, modification, termination or cancellation of this Agreement shall be effective unless in a writing signed by both parties hereto.

Governing Law. This Agreement shall be governed by the laws of the State of New York, without regard to the principles of the conflicts of law thereof.

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If you agree to the foregoing terms, please sign below to signify your acceptance, and this Agreement will become a binding agreement between Monarch and you.

Very truly yours,

Monarch Energy Holdings LLC

By: MOF Management LLC, as Manager

By:                                                       

Name:

Title:

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ACCEPTED AND AGREED:

___________________________________

Samuel Langford

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