8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):  March 6, 2018

Energen Corporation

(Exact name of registrant as specified in its charter)

Alabama	1-7810	63-0757759
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

 605 Richard Arrington Jr. Boulevard North,

Birmingham, Alabama 35203-2707

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: 

 (205) 326-2700

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under The Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under The Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐.

Item 1.01Entry into a Material Definitive Agreement.

On March 6, 2018, Energen Corporation (the "Company") and Corvex Management LP ("Corvex") entered into a letter agreement (the "Agreement") regarding nominations to the Company's Board of Directors (the "Board") and related matters. 

The Agreement provides for (i) the expansion of the size of the Board to 11 members and the appointment to the Board of Jonathan Z. Cohen and Vincent J. Intrieri, effective as of March 6, 2018, and (ii) the nomination by the Company of Messrs. Cohen and Intrieri for election to the Board at the Company's 2018 annual meeting of shareholders (the "2018 Annual Meeting"), with Mr. Cohen to be nominated to serve in the class of directors with terms expiring at the Company's 2021 annual meeting of shareholders and Mr. Intrieri to be nominated to serve in the class of directors with terms expiring at the Company's 2020 annual meeting of shareholders. The Agreement provides Corvex with certain qualified substitution rights in the event of the resignation or removal of Mr. Cohen and/or Mr. Intrieri prior to the Company's mailing of definitive proxy materials with respect to its 2019 annual meeting of shareholders, provided that Corvex continues to beneficially own at least 5% of the outstanding common stock, $0.01 par value, of the Company ("Common Stock").  The Agreement provides that, of the Company's four existing directors whose terms expire at the 2018 Annual Meeting, Laurence M. Downes and Lori A. Lancaster will be nominated for terms expiring at the Company's 2019 annual meeting of shareholders, and William G. Hargett and Alan A. Kleier will be nominated for terms expiring at the Company's 2021 annual meeting of shareholders. As a result of the matters contemplated by the Agreement, the Board now comprises eleven directors, ten of whom are independent and, following the 2018 Annual Meeting, will have four directors standing again for election in 2019, four directors standing again for election in 2020, and three directors standing again for election in 2021.

The Agreement provides that at the 2018 Annual Meeting, Corvex will cause all shares of Common Stock owned by it and its affiliates to be present for quorum purposes and to be voted in favor of each director candidate nominated by the Company and the Company's auditor ratification and "say-on-pay" proposals (which are the only other proposals expected to be considered) at the 2018 Annual Meeting.

Under the Agreement, Corvex also agreed to withdraw its previously announced nominations of Mr. Cohen, Mr. Intrieri, José Maria Alapont and Daniel Herz to the Board and to promptly cause the lawsuit captioned Corvex Management LP, Appellant v. Energen Corporation, Appellee pending before the Supreme Court of Alabama to be voluntarily dismissed with prejudice.

A copy of the Agreement is filed with this Current Report on Form 8-K and attached hereto as Exhibit 10.1 and incorporated by reference herein. The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 6, 2018, Jonathan Z. Cohen and Vincent J. Intrieri were appointed to the Board in connection with the Agreement described in Item 1.01 above.  Mr. Cohen was appointed to the Board's Compensation Committee and Mr. Intrieri was appointed to the Board's Audit Committee.  In accordance with the Company's normal practice, upon being appointed to the Board, each of Messrs. Cohen and Intrieri was also appointed to the board of directors of Energen Resources Corporation, the Company's wholly owned subsidiary.

Since the beginning of the last fiscal year, there have been no related party transactions between the Company and Mr. Cohen or Mr. Intrieri that would be reportable under Item 404(a) of Regulation S-K.  Each of Mr. Cohen and Mr. Intrieri will receive compensation as an outside director of the Company under the director compensation policies and programs as adopted by the Board from time to time.  The Company's current non-employee director compensation program is described in the Company's Definitive Proxy Statement for its 2017 annual meeting of shareholders dated March 22, 2017.

On March 7, 2018, the Company issued a press release announcing the matters described in this Item 5.02.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

EXHIBITNUMBER	DESCRIPTION
10.1	Letter Agreement, dated March 6, 2018, by and between Energen Corporation and Corvex Management LP
99.1	Press Release dated March 7, 2018

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 7, 2018	Energen Corporation
	By:	/s/ John K. Molen
		Name: John K. Molen
		Title:   Vice President, General Counsel and Secretary             Energen Corporation

EX-10.1

Exhibit 10.1

March 6, 2018

Corvex Management LP667 Madison Avenue

New York, New York 10065Attn:  Keith Meister

Ladies and Gentlemen:

Energen Corporation (the "Company"), on the one hand, and Corvex Management LP ("Corvex"), on the other hand, have mutually agreed to the terms contained in this letter (this "Letter Agreement"). For purposes of this Letter Agreement, we refer to each of the Company and Corvex as a "Party" and, collectively, as the "Parties."

1.Board Composition and Related Matters.

                  (a)        Concurrently with the execution of this Letter Agreement the Board of Directors of the Company (the "Board") shall expand the size of the Board to eleven members and elect Jonathan Z. Cohen and Vincent J. Intrieri (the "New Directors") as members of the Board to fill the two vacancies created by such expansion, each with terms to expire at the Company's 2018 annual meeting of shareholders (the "2018 Annual Meeting").  The Company agrees to include the New Directors in the slate of nominees recommended by the Board in the proxy statement and proxy card relating to the 2018 Annual Meeting (the "2018 Proxy Materials"), with Mr. Cohen nominated to serve in the class of directors with terms expiring at the Company's 2021 annual meeting of shareholders and Mr. Intrieri nominated to serve in the class of directors with terms expiring at the Company's 2020 annual meeting of shareholders (the "2020 Annual Meeting").  The Company shall use its reasonable best efforts to cause the election of the New Directors at the 2018 Annual Meeting (which, for the avoidance of doubt, shall be no less than effort expended with respect to other Company nominees) and shall recommend the Company's shareholders vote for the election of the New Directors.  In connection with the foregoing, the Company agrees that (i) Laurence M. Downes and Lori A. Lancaster (whose current terms expire at the 2018 Annual Meeting) shall be nominated to serve in the class of directors with terms expiring at the Company's 2019 annual meeting of shareholders (the "2019 Annual Meeting") (which the Parties acknowledge shall require Mr. Downes and Ms. Lancaster to be elected for a one-year term at the 2018 Annual Meeting) and (ii) William G. Hargett and Alan A. Kleier (whose current terms also expire at the 2018 Annual Meeting) shall be nominated to serve in the class of directors with terms expiring at the Company's 2021 annual meeting of shareholders (the "2021 Annual Meeting").  The Company further agrees (i) not to expand the size of the Board beyond eleven members at any time prior to the 2019 Annual Meeting, (ii) except as set forth in the previous sentence, not to change or seek to change the classes on which the directors (or their replacements) serve, and (iii) to hold the 2018 Annual Meeting no later than May 31, 2018.  Based on the foregoing, and assuming the election of each of the Company's nominees at the 2018 Annual Meeting (including Mr. Intrieri, Mr. Cohen, Mr. Downes, Ms. Lancaster, Mr. Hargett and Mr. Kleier): (1) the class of directors with terms expiring at the 2021 Annual Meeting shall be comprised of Mr. Hargett, Mr. Kleier and Mr. Cohen; (2) the class of directors with terms expiring at the 2020 Annual Meeting shall be comprised of Kenneth W. Dewey, M. James Gorrie, James T. McManus, II and Mr. Intrieri; and (3) the class of directors with terms expiring at the 2019 Annual Meeting shall be comprised of Mr. Downes, Ms. Lancaster, Jay Grinney and Frances Powell Hawes.

                  (b)        The New Directors will use their respective reasonable best efforts to obtain a waiver with respect to the "over-boarding" policies of Institutional Shareholder Services and BlackRock, Inc., if applicable, as soon as reasonably practicable, and if such waiver is not obtained use their respective reasonable best efforts to comply with such requirements prior to the one-year anniversary of this Letter Agreement.  In furtherance of the foregoing, Corvex hereby agrees that it shall use its reasonable best efforts to assist in procuring the compliance and obtaining of any waiver contemplated by the preceding sentence, or in connection with any replacement individual(s) who become members of the Board pursuant to paragraph 1(c), to the extent requested by the Company.

                  (c)        Should there be a vacancy or vacancies, for any reason, as a result of the removal or resignation of one or both of the New Directors or any other event resulting in one or both of the New Directors no longer being a director, in each case, prior to the Company's mailing of definitive proxy materials with respect to the 2019 Annual Meeting, then, provided Mr. José Maria Alapont (i) meets all director independence and other standards of the New York Stock Exchange and the Securities and Exchange Commission (the "SEC"), (ii) provides to the Company all information that is required to be included in a proxy statement filed pursuant to the proxy rules of the SEC and New York Stock Exchange rules and regulations, (iii) complies with and, where applicable, enters into all policies, codes of conduct, confidentiality obligations and codes of ethics applicable to all of the Company's directors, including consent to be named in the Company's proxy materials and to serve as a director of the Company if elected, (iv) agrees to use his or her reasonable best efforts to obtain a waiver with respect to the "over-boarding" policies of Institutional Shareholder Services and BlackRock, Inc., if applicable, as soon as reasonably practicable, and if such waiver is not obtained use his or her reasonable best efforts to comply with such requirements prior to the one-year anniversary of his election to the Board, and (v) is not an employee, director, officer, controlling person or otherwise an affiliate (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of Corvex and/or its affiliates (the "Replacement Requirements"), Corvex shall be entitled to designate him (or if he is no longer able or willing to serve as a director or does not then satisfy the Replacement Requirements, another individual (or, if there are two such vacancies, two other individuals) satisfying the Replacement Requirements and reasonably acceptable to the Board) in replacement of such individual(s) and the Company, the Board and all applicable committees and subcommittees shall take all necessary actions to (i) promptly appoint such individual(s) to fill such vacancy or vacancies until the 2018 Annual Meeting or 2019 Annual Meeting, as applicable, and (ii) nominate such individual(s) for election at the 2018 Annual Meeting or 2019 Annual Meeting, as applicable, to serve in the class of directors with the applicable remaining term of the New Director(s) being replaced and such replacement individual(s) shall be considered to be a "New Director" or "New Directors", as the case may be, under this Agreement.  The Company shall use its reasonable best efforts to cause the election of such New Director(s) at the 2018 Annual Meeting or 2019 Annual Meeting, as applicable (which, for the avoidance of doubt, shall be no less than effort expended with respect to other Company nominees) and shall recommend the Company's shareholders vote for the election of such New Director(s). Corvex agrees that if a New Director resigns from the Board, Corvex and its affiliates shall neither (1) nominate such individual as a director nor (2) engage in, or encourage any third person to engage in, any solicitation with respect to,  or vote in favor of or otherwise directly or indirectly support, the election of such individual as a director, in either case in connection with a contested solicitation of proxies at the 2019 Annual Meeting.  Notwithstanding anything to the contrary in this Letter Agreement, Corvex's rights pursuant to this paragraph 1(c) shall terminate at such time as Corvex no longer beneficially owns (as defined in Rule 13d-3 under the Exchange Act) 5.0% or more of the outstanding common stock, $0.01 par value, of the Company ("Common Stock").

                  (d)        The Company agrees that (i) the New Directors will each be added to one or more committees of the Board (as determined by the full Board), and (ii) if it forms any new committees or subcommittees of the Board, the Board shall offer to the New Directors and, if accepted by the New Directors, appoint such New Director or New Directors to such committee, as applicable; provided that if any such new committee has four or fewer total members, the Board shall only be required to offer one New Director the opportunity to serve on such new committee (whom the New Directors shall be entitled to select among themselves or, if they cannot agree, the Board shall select), provided further, that the Board shall not form any strategic, transaction or executive committee (or other committee with authority commonly granted to such committees) or delegate authority commonly associated with such committees to any existing committee unless both New Directors are offered to the opportunity to sit on such committee (regardless of the number of members).  The Board and any committees or subcommittees of the Board will not remove any New Director from a committee of the Board, except as required by law, with Corvex's prior written consent or if such New Director is no longer serving on the Board.

                  (e)        Corvex shall, and shall cause its affiliates to, (i) in the case of all shares of Common Stock owned of record, as of the record date for the 2018 Annual Meeting (which the Company hereby confirms is February 28, 2018), by Corvex or an affiliate, cause such shares, and (ii) in the case of all shares of Common Stock beneficially owned but not owned of record, as of the record date for the 2018 Annual Meeting, by Corvex or an affiliate, direct the record holder to cause such shares (x) to be present for quorum purposes at the 2018 Annual Meeting and (y) to be voted in favor of (1) each director candidate nominated by the Company, (2) the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company to audit the financial statements for calendar year 2018 and (3) any "say-on-pay" proposal. Neither the Company nor Corvex shall knowingly take any actions, including making any public statements, inconsistent with seeking to effect the election of all of the nominees to the Board as set forth in the 2018 Proxy Materials.

                  (f)        Corvex shall promptly cause the appeal captioned Corvex Management LP, Appellant, v. Energen Corporation, Appellee, docket No. 1170200, pending before the Supreme Court of Alabama to be voluntarily dismissed with prejudice.

                  (g)        Concurrently with the execution of this Letter Agreement, Corvex shall cause the Stockholder (as defined therein) to irrevocably withdraw the Notice of Intent to Bring Business Before, and Nominate Individuals for Election as Directors at, the 2018 Annual Meeting of Stockholders of Energen Corporation submitted by the Stockholder to the Company on January 31, 2018.

2.Press Release. The Parties agree that the Company will issue the press release attached to this Letter Agreement as Exhibit A promptly (and in no event later than March 7, 2018) following the execution and delivery of this Letter Agreement by the Parties.

3.Counterparts. This Letter Agreement may be executed in two or more counterparts, each of which will be considered one and the same agreement and will become effective when counterparts have been signed by each of the Parties and delivered to the other Party (including by means of electronic delivery or facsimile).

4.Specific Performance. Each Party acknowledges and agrees that irreparable injury to the other Party would occur in the event that any of the provisions of this Letter Agreement were not performed in accordance with their specific terms or were otherwise breached and that money damages are not an adequate remedy for such a breach. Accordingly, the Parties hereby agree that in the event of any breach or threatened breach by one of the Parties of any of its respective covenants or obligations set forth in this Agreement, the other Party shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other under this Agreement. Each Party hereby agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of this Agreement by such Party, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of such Party under this Agreement; provided, however, that nothing in this Letter Agreement shall prevent a Party from raising equitable defenses in any such proceeding. Each Party agrees to waive any bonding requirement under any applicable law in the case any other Party seeks to enforce the terms of this Letter Agreement by way of equitable relief.

5.Applicable Law and Jurisdiction. This Letter Agreement will be governed by, and enforced in accordance with, the laws of the State of Delaware without reference to conflicts of laws principles (except that matters relating to the internal affairs of the Company or the Board (including, without limitation, the interpretation of the Company's certificate of incorporation and bylaws and the Alabama Business and Nonprofit Entity Code) shall be governed by the internal laws of the State of Alabama without reference to conflicts of laws principles). Each of the Parties irrevocably agrees that any legal action or proceeding based on or arising out of this Letter Agreement will be brought exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any appropriate state or federal court within the State of Delaware. Each of the Parties irrevocably waives the right to trial by jury in any such action or proceeding. Each of the Parties hereby irrevocably submits to the personal jurisdiction of the aforesaid courts for purposes of any legal action or proceeding based on or arising out of this Letter Agreement, and irrevocably waives any argument that such courts are an inconvenient or improper forum for any such action or proceeding. Each Party consents to service of process by a reputable overnight delivery service, signature requested, to the address of such Party's principal place of business or as otherwise provided by applicable law.

6.Notice. All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in regard hereto shall be in writing and shall be deemed validly given, made or served, (a) if given by telecopy, when such telecopy is transmitted, and the appropriate confirmation is received or (b) if given by any other means, when actually received during normal business hours at the principal executive office of Corvex or the Company, as applicable, to the attention of such Party's Chief Executive Officer.

7.Entire Agreement. This Letter Agreement, including exhibits and schedules attached to this Letter Agreement, contains the entire understanding of the Parties with respect to the subject matter hereof.

[Signature Page Follows]

If the terms of this Letter Agreement are in accordance with your understanding, please sign below and this Letter Agreement will constitute a binding agreement among us.

ENERGEN CORPORATION

By: /s/James T. McManus, II                          
Name: James T. McManus, IITitle: Chairman, Chief Executive Officer and President

Acknowledged and agreed to as of the date first written above:

CORVEX MANAGEMENT LP

By: /s/Keith Meister                                          
        Name: Keith Meister        Title: Managing Partner

EXHIBIT A

PRESS RELEASE

[attached as Exhibit 99.1]

EX-99.1

Exhibit 99.1

ENERGEN CORPORATION

605 Richard Arrington Jr. Blvd. N.

Birmingham, AL 35203-2707

For Release: 8:00 a.m. ET

Wednesday, March 7, 2018

Energen Appoints Two New Independent Directors
Enters into Agreement with Corvex Management LP

BIRMINGHAM, Alabama –Energen Corporation (NYSE: EGN) ("Energen") today announced that Energen has expanded its Board of Directors and appointed Vincent Intrieri, former Senior Managing Director of Icahn Capital LP and Director of Icahn Enterprises, and Jonathan Cohen, Founder of Atlas Energy and Atlas Pipeline Partners, to the Company's Board. Mr. Intrieri will serve in the director class that will stand again for election in 2020 and Mr. Cohen will serve in the director class that will stand again for election in 2021. Each of Mr. Intrieri and Mr. Cohen will also stand for election at the 2018 Annual Meeting, as required by Alabama law. As a result of this action, the Board will comprise eleven directors, ten of whom will be independent, with four directors standing again for election in 2019, four directors standing again for election in 2020, and three standing again for election in 2021.

James McManus, Chairman, President and Chief Executive Officer of Energen, stated, "We welcome Vince and Jonathan to the Energen Board of Directors. They bring strong industry, operational, financial and leadership expertise that will complement the significant experience already present on our Board of Directors. We are pleased to have reached a constructive resolution with Corvex and look forward to benefiting from Vince's and Jonathan's experience and perspectives as we work to pursue best-in-class operational excellence, drive growth, enhance returns and realize the full potential of Energen for all shareholders.

As part of its ongoing effort to enhance shareholder value, the Energen Board will promptly conduct an in-depth review, assisted by its financial advisers, of the company's business plan, competitive positioning, and potential strategic alternatives.

Keith Meister, Corvex's Managing Partner, said, "The Board and management team of Energen have built an excellent company with world-class assets in the core of the Permian Basin. We are pleased to have worked constructively and to have reached a resolution that will bolster the Board with new highly qualified directors as we pursue our common goal of enhancing shareholder value."

In connection with today's announcement, Energen and Corvex Management LP ("Corvex") have entered into an agreement under which Corvex will support the Energen Board of Directors' slate of nominees at the 2018 Annual Meeting. The complete agreement will be included as an exhibit to a Current Report on Form 8-K, which will be filed with the Securities and Exchange Commission ("SEC").

J.P. Morgan and Tudor, Pickering, Holt & Co. are serving as financial advisors to the Company and Wachtell, Lipton, Rosen & Katz is serving as its legal advisor.

About Vincent Intrieri

Vincent Intrieri was employed by Carl Icahn related entities in various investment related capacities from 1998 to 2016, including as Senior Managing Director of Icahn Capital LP and as a Director of Icahn Enterprises. Prior to joining the Icahn organization, Mr. Intrieri served as a portfolio manager at Elliott Associates from 1995 to 1998.

Mr. Intrieri is currently a director of Transocean, Ltd., Conduent Incorporated, Hertz Global Holdings, Inc. and Navistar International Corporation.  Previously he served as a director on the boards of energy companies Chesapeake Energy Corporation, CVR Refining, LP, and National Energy Group, Inc.  In addition, Mr. Intrieri has served on numerous other board including Forest Laboratories Inc. and Motorola Solutions, Inc. Mr. Intrieri graduated, with Distinction, from the Pennsylvania State University with a B.S. in Accounting in 1984.

About Jonathan Cohen

Jonathan Cohen is currently the Chief Executive Officer of Osprey Energy Acquisition Corporation and the Executive Chairman of Atlas Energy Group, LLC.  Previously, Mr. Cohen was a founder of Atlas Energy, Inc, which was acquired by Chevron in 2011.  Mr. Cohen was also a founder of Atlas Pipeline Partners, LP, which was sold to Targa Resources Corp. in 2015.

Mr. Cohen is a trustee of the American School of Classical Studies in Athens, a trustee of the East Harlem School and a Director of Lincoln Center Theater. Jonathan received his Bachelor of Arts degree from the University of Pennsylvania in 1992. He also received a Juris Doctor degree from American University School of Law.

About Energen

Energen Corporation is an oil-focused exploration and production company with operations in the Permian Basin in west Texas and New Mexico. For more information, go to www.energen.com.

Forward Looking Statements

All statements, other than statements of historical fact, appearing in this release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, among other things, statements about our expectations, beliefs, intentions or business strategies for the future, statements concerning our outlook with regard to the timing and amount of future production of oil, natural gas liquids and natural gas, price realizations, the nature and timing of capital expenditures for exploration and development, plans for funding operations and drilling program capital expenditures, the timing and success of specific projects, operating costs and other expenses, proved oil and natural gas reserves, liquidity and capital resources, outcomes and effects of litigation, claims and disputes and derivative activities. Forward-looking statements may include words such as "anticipate", "believe", "could", "estimate", "expect", "forecast", "foresee", "intend", "may", "plan", "potential", "predict", "project", "seek", "will" or other words or expressions concerning matters that are not historical facts. These statements involve certain risks and uncertainties that may cause actual results to differ materially from expectations as of the date of this news release. Except as otherwise disclosed, the forward-looking statements do not reflect the impact of possible or pending acquisitions, investments, divestitures or restructurings. The absence of errors in input data, calculations and formulas used in estimates, assumptions and forecasts cannot be guaranteed. We base our forward-looking statements on information currently available to us, and we undertake no obligation to correct or update these statements whether as a result of new information, future events or otherwise. Additional information regarding our forward‐looking statements and related risks and uncertainties that could affect future results of Energen, can be found in the Company's periodic reports filed with the Securities and Exchange Commission and available on Energen's website - www.energen.com.

Investor Contact:

Julie S. Ryland, 205-326-8421

Energen Corporation

Media Contacts:

Matthew Sherman / Aaron Palash / Trevor Gibbons

Joele Frank, Wilkinson Brimmer Katcher

212-355-4449