We are providing these proxy materials in connection with the solicitation by the Board of Directors of Energen Corporation, an Alabama corporation, of proxies for use at the 2018 Annual Meeting of Shareholders of the Company and at any adjournment or postponement of the Annual Meeting.

You are invited to attend our Annual Meeting on May 3, 2018, beginning at 8:30 a.m., Central Daylight Time. The Annual Meeting will be held at our principal office, 605 Richard Arrington Jr.

Blvd. North, Birmingham, Alabama 35203-2707. You may call Investor Relations at 1-800-654-3206 for additional directions to the Annual Meeting location.

The Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”), Proxy Statement and the proxy or voting instruction card are being mailed or made available to shareholders beginning on or about March 22, 2018.

You can vote if, as of the close of business on February 28, 2018, you were a shareholder of record of Energen common stock. As of that date, a total of 97,404,730 shares of common

stock were outstanding and entitled to vote. Each share of common stock is entitled to one vote on each matter properly brought before the Annual Meeting.

The presence of the holders of a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting, present in person or represented by proxy, is necessary to constitute a quorum. Abstentions are counted as present and entitled to vote for purposes of determining a quorum. Proxies relating to shares held by

beneficial owners that are voted by brokers on some matters will be treated as shares present for determining the presence of a quorum, but will not be treated as shares entitled to vote at the Annual Meeting on those matters as to which authority to vote is withheld from the broker (i.e., broker non-votes).

If your shares are registered in your name with Energen’s transfer agent, Computershare, you are the “shareholder of record” of those shares. The Notice of Internet Availability and, if requested, Proxy Statement and any accompanying materials have been provided directly to you by Energen.

If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of those shares. The Notice of Internet Availability and, if requested, Proxy Statement and any accompanying materials have been forwarded to you by your broker, bank or other holder of

record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record how to vote your shares by using the voting instructions included on the Notice of Internet Availability, the form of proxy or voting instruction card, or by following your holder of record’s instructions for voting by telephone or on the Internet.

If you hold your shares as a participant in the Energen Corporation Employee Savings Plan, the proxy that you submit will provide your voting instructions to the plan trustee. If you do not

submit a proxy, the plan trustee will vote your plan shares in the same proportion as the

shares for which the trustee receives voting instructions from other participants in that plan. To allow sufficient time for the Employee Savings Plan trustees to tabulate the vote of the

plan shares, your voting instructions must be received by 11:59 p.m., Eastern Time, on April 30, 2018.

Shareholders of record may vote using any of the following methods:

By mail

Complete, sign and date the accompanying proxy or voting instruction card and return it in the prepaid envelope. If you return your signed proxy card but do not indicate your voting preferences, the persons named in the proxy card will vote the shares represented by your proxy card as recommended by the Board of Directors.

By telephone or on the Internet

Shareholders of record can vote by calling the toll-free telephone number on the proxy card. Please have the proxy card handy when you call. Easy-to-follow voice prompts will allow you to vote your shares and confirm that your instructions have been properly recorded.

You may instruct the proxies how to vote by following the instructions listed on the Notice of Internet Availability or the proxy card to vote online. As with telephone voting, you can confirm that your instructions have been properly recorded.

Telephone and Internet voting facilities for shareholders of record will be available 24 hours a day until 11:59 p.m., Eastern Time, on May 2, 2018.

If you vote by telephone or on the Internet, you do not have to return your proxy or voting instruction card.

Voting by Employee Savings Plan participants

If you held your shares as a participant in the Energen Corporation Employee Savings Plan, you can vote the shares of common stock held for your account through any of the proxy voting options set forth above.^. To allow sufficient time

for the Employee Savings Plan trustees to tabulate the vote of the plan shares, your voting instructions must be received by 11:59 p.m., Eastern Time, on April 30, 2018.

Voting by beneficial owners

The Notice of Internet Availability and, if requested, Proxy Statement and any accompanying materials have been forwarded to you by your broker, bank or other holder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record how to vote your shares by using the voting instructions included in the materials forwarded to you by the holder of record, which may be different from the instructions mailed to shareholders of record. The availability of telephone and Internet voting for beneficial owners will depend on the voting processes of your broker, bank or other holder of record. We therefore recommend that you follow the voting instructions in the materials you receive.

In person at the Annual Meeting

Shareholders who attend the Annual Meeting may vote in person at the Annual Meeting. However, we encourage you to vote your proxy by Internet, telephone or mail prior to the meeting, even if you plan to attend in person. You may also be represented by another person at the Annual Meeting by executing a proper proxy designating that person. If you are a beneficial owner of shares, you must obtain a legal proxy from your broker, bank or other holder of record and present it to the inspector of election with your ballot to be able to vote at the Annual Meeting.

Please vote promptly

Your vote is important. You can save us the expense of subsequent mailings by voting promptly.

Shareholders of record

You can revoke your proxy at any time before it is exercised by:

Beneficial owners

If you are a beneficial owner of shares, you may submit new voting instructions by contacting your broker, bank or other holder of record.

Employee Savings Plan participants

If you hold shares in the Energen Corporation Employee Savings Plan, you can change your voting instructions for those shares by voting again electronically or by returning a later dated proxy card. To allow sufficient time for the Employee Savings Plan trustees to tabulate the vote of the plan shares, if you hold shares in the Energen Corporation Employee Savings Plan, your voting instructions (or any change to such instructions) must be received by 11:59 p.m., Eastern Time, on April 30, 2018.

Shareholders will vote on three items at the Annual Meeting:

At the date this Proxy Statement went to press, we did not know of any other matters to be raised at the Annual Meeting.

The Board of Directors recommends that you vote your shares:

If you abstain from voting or there is a broker non-vote on any matter, your abstention or broker non-vote will not affect the outcome of such vote, because abstentions and broker non-votes are not considered to be votes cast.

Election of Directors; Majority Vote Policy

Directors must be elected by majority vote. This means that the number of votes cast “for” a

Director nominee must exceed the number of votes cast “against” that nominee. Abstentions and broker non-votes are not counted as votes “for” or “against” a Director nominee.

Ratification of PricewaterhouseCoopers LLP

The votes cast “for” must exceed the votes cast “against” to approve the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm. Abstentions and broker non-votes are not counted as votes “for” or “against” this proposal.

Advisory Approval of Executive Compensation

The votes cast “for” must exceed the votes cast “against” to approve, on an advisory basis, the compensation of our named executive officers. Abstentions and broker non-votes are not counted as votes “for” or “against” this proposal.

At the Annual Meeting, the proxy holders appointed by the Board of Directors (the persons named in the proxy card or, if applicable, their substitutes) will vote your shares as you instruct. If you sign your proxy card and return it without indicating how you would like to vote your shares, your shares will be voted as the Board of Directors recommends, which is:

If you are a beneficial owner whose shares are held of record by a broker, you must instruct the broker on how to vote your shares. If you do not provide voting instructions, your shares will not be voted on any proposal on which the broker does not have discretionary authority to vote. This is called a “broker non-vote.” In these cases, the broker can register your shares as being present at the Annual Meeting for purposes of determining the presence of a

quorum but will not be able to vote on those matters for which specific authorization is required under the rules of the New York Stock Exchange (the “NYSE”). If you are a beneficial owner whose shares are held of record by a broker, your broker has discretionary voting authority under NYSE rules to vote your shares on the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm, even if the broker does not

receive voting instructions from you. However, your broker does not have discretionary authority to vote on the election of Directors or the advisory approval of executive

compensation without instructions from you, in which case a broker non-vote will occur and your shares will not be voted on these matters.

At the date this Proxy Statement went to press, we did not know of any matters to be raised at the Annual Meeting other than those referred to in this Proxy Statement.

If you return your signed and completed proxy

card or vote electronically and other matters are properly presented at the Annual Meeting for consideration, the proxy holders appointed by the Board of Directors will have the discretion to vote for you on such matters.

Energen will pay the cost of soliciting proxies by the Company. Proxies may be solicited on our behalf by our Directors, officers or employees in person or by telephone, mail, electronic transmission and/or facsimile transmission. Copies of proxy materials will be supplied to brokers, dealers, banks and voting trustees, or their nominees, to solicit proxies from beneficial

owners, and we will reimburse these institutions for their reasonable expenses.

We have also engaged Innisfree M&A Incorporated to assist us in the solicitation of proxies for a fee of $20,000 plus reasonable expenses.

We distribute our proxy materials to shareholders via the Internet under the “Notice and Access” approach permitted by rules of the Securities and Exchange Commission (the “SEC”). This approach conserves natural resources and reduces our distribution costs,

while providing a timely and convenient method of accessing the materials and voting. On or about March 22, 2018, we mailed a “Notice Regarding the Availability of Proxy Materials” to shareholders, containing instructions on how to access the proxy materials on the Internet.

This Proxy Statement, the form of proxy card and the Annual Report on Form 10-K for the year ended December 31, 2017 are available at www.annualmeeting.energen.com. SEC rules

permit the Company to provide shareholders with proxy materials electronically instead of in paper form, even if they have not made an election to receive the material electronically.

The SEC’s householding rules allow us to deliver only one set of proxy materials to shareholders who share an address unless otherwise requested. This procedure reduces printing and mailing costs. If you share an address with another shareholder and have

received only one set of proxy materials from the Company, you may request a separate copy of these materials by calling our proxy solicitor, Innisfree M&A Incorporated, toll-free at (877) 456-3524 (from the U.S. and Canada) or +1 (412) 232-3651 (from other locations).

If you are a registered shareholder and wish to change your election with regard to householding for future mailings, please write to the Corporate Secretary of the Company at 605 Richard Arrington Blvd. North, Birmingham, AL 35203-2707.

If you are a beneficial owner, the bank, broker or other holder of record may deliver only one copy of the Notice of Annual Meeting and Proxy Statement to shareholders who have the same

address unless the bank, broker or other holder of record has received contrary instructions from one or more of the shareholders. Beneficial owners sharing an address who are currently receiving multiple copies for the proxy materials and wish to receive a single copy in the future, should contact their bank, broker or other holder of record to request that only a single copy be delivered to all shareholders at the shared address in the future.

Our Governance and Nominations Committee considers the qualifications and backgrounds of each of our Directors when nominated for service on our Board of Directors. This year, our Governance and Nominations Committee reviewed the qualifications and backgrounds of Messrs. Hargett, Kleier, and Downes and Ms. Lancaster, and our full Board reviewed the qualifications and backgrounds of Messrs. Cohen and Intrieri. In each instance, our Board believes that each Director named above possesses skills and qualifications that enhance the quality of the Board as a whole. With respect to the six nominees, we note that:

Our nominees’ respective business backgrounds are discussed above in more detail.

With respect to our five sitting directors, we note that:

Our sitting directors’ respective business backgrounds are discussed above in more detail.

Our Governance and Nominations Committee identifies and evaluates Board candidates using one or more informal processes deemed appropriate for the circumstances. A determination of whether to pursue discussions with a particular individual is made after discussion by the Committee and may be preceded by formal or informal discussions involving one or more or all of the other Board members. Information considered by the Committee may include information provided by the candidate and one or more Committee or Board members. The Committee will also consider potential committee service by Board candidates at the time such candidates are evaluated for membership on the Board and, if the Board has vacancies on a particular committee or foresees such a vacancy, the

Committee may be more likely to consider Board candidates with credentials and experience suitable for service on such committee. Board candidates are expected to possess high personal and professional ethics, integrity and values, and be committed to representing the long-term interests of the shareholders. They are also expected to have an inquisitive and objective perspective, practical wisdom, and good judgment. In addition to these fundamental characteristics, the Committee seeks to assemble and maintain a Board membership with a diverse portfolio of expertise, education, and experience conducive to generating multiple perspectives on the business, community, and strategic issues and opportunities encountered or anticipated by the Company in its pursuit to generate long-term shareholder value.

Although our Board does not establish specific goals with respect to racial and gender diversity, the Board’s overall diversity is a consideration in the Director nomination process. The Committee reviews the Director nominees (including any shareholder nominees) and ascertains whether the Director nominees meet the criteria set forth above and in our Corporate Governance Guidelines. The Board and the Committee believe that the collective experience of the Director nominees and continuing Directors allow the Board to best fulfill its responsibilities to the long-term interests of our shareholders.

Our Board also believes that length of Board service should be considered in order to achieve an appropriate balance between the detailed Company knowledge and background that comes with years of service and the fresh perspective of newer Board members. Of our six Director nominees, four have served less than one year, while all six have served less than three full years. Our full Board has a good mix of experienced and new Directors, with more than 60% of the Directors serving less than five years, for an average tenure of 4 years. Once appropriate Board candidates have been identified, the Committee recommends nominations to our Board.

Ms. Lancaster was appointed in July 2017 to fill the vacancy on the Board created by the resignation of T. Michael Goodrich following our 2017 Annual Meeting. The Governance and Nominations Committee solicited suggestions for Board candidates from all Directors, certain of its outside advisors, including advisors in the oil and gas industry, and various contacts of the Board who might know of potential director candidates. Based on initial discussions with potential candidates and a review of their experience and qualifications, the Committee selected a number of candidates to be interviewed. As is the Company’s practice, the

Committee, together with our Lead Director and the Board’s Chairman, interviewed each of the candidates and unanimously recommended Ms. Lancaster to the entire Board. In recommending Ms. Lancaster, the Committee

noted in particular Ms. Lancaster’s industry

knowledge and investment banking experience.

Ms. Lancaster was first brought to the attention of the Committee by the Board’s Chairman following discussions with one of the Company’s outside advisors.

As discussed previously, both Mr. Cohen and Mr. Intrieri were nominated by Corvex for election to our Board, along with two additional nominees. The Board’s Chairman, our Lead Director and Ms. Hawes (a member of our Governance and Nominations Committee not up for election in 2018) interviewed each of the Corvex nominees, including Messrs. Cohen and Intrieri, although Ms.Hawes was not able to participate in Mr. Intrieri’s interview. In connection with the letter agreement entered into with Corvex, the Board’s Chairman, our Lead Director and Ms. Hawes reviewed the results of their interviews with the Board, and the Board appointed Messrs. Cohen and Intrieri to the Board and approved the nomination of all of the Board’s nominees for election as Directors at the Annual Meeting.

Our Governance and Nominations Committee has not adopted a policy or procedure for the consideration of Director candidates recommended by shareholders. As stated in prior years, the Governance and Nominations Committee will consider timely shareholder recommendations, but has not received any such shareholder recommendations in the past. In the event we received a shareholder recommendation of a candidate for director, that recommendation would be shared with our Governance and Nominations Committee, which does not require a formal policy or process. Our By Laws contain detailed procedures for shareholders desiring to nominate, instead of recommend, a Director candidate. For this Annual Meeting, the Governance and Nominations Committee did not receive any Director candidate recommendations from shareholders holding at least 5% of our common stock other than the director nominees put forth by Corvex.

Our Corporate Governance Guidelines set forth important principles for our Board’s corporate governance practices and guide our Board in carrying out its responsibilities to the Company and our shareholders. Our Governance and Nominations Committee reviews the Corporate Governance Guidelines from time to time to consider the need for any modifications or amendments, which are then reviewed and approved by our Board. The Corporate Governance Guidelines address our Board’s role, leadership and size, identification and selection of new Director nominees, independence, qualifications, confidentiality, self-evaluation, stock ownership and access to management and advisors.

Our corporate governance documents are all available on our website under the heading “Investor Relations” and subheading “Corporate

Governance” (www.energen.com). Our corporate governance documents include the following:

Shareholders also may obtain copies of these documents from us without charge by requesting such documents in writing or by telephone at the following address or telephone number:

Energen Corporation

ATTN: Corporate Secretary

605 Richard Arrington Jr. Blvd. North

Birmingham, Alabama 35203-2707

Telephone: (205) 326-2700

The Chairman of the Company’s Board of Directors is Mr. McManus, who also serves as the Company’s Chief Executive Officer. This combined Chairman-CEO leadership role has been used by the Company for many years except during brief succession transition periods. The Company has also always had a majority independent Board membership. Currently, Mr. McManus is the only non-independent member of the Board.

Under our Corporate Governance Guidelines, our Board is required to designate a Lead Director if the Board does not have an independent Chairman. The Lead Director serves as a liaison between the Chairman and the independent directors.

The Responsibilities of the Lead Director include:

The role of Lead Director is currently filled by

Mr. Dewey. Based on many years of experience, the Board believes that this structure serves the Company well in providing effective and efficient leadership with active independent oversight.

The Board exercises its risk oversight role through Board and Committee meetings. The Board has developed a matrix identifying key risks and specifying full Board or specific Committee oversight responsibility. The

Governance and Nominations Committee is charged with coordinating periodic review, update and assessment of the matrix. The full Board or Board committees are responsible for the following areas of risk oversight:

Although each committee oversees a different area of risk, all committees report to the Board about these risks. These reports provide a basis for coordination of risk oversight between our Board and Company management.

As noted above, all members of the Board other than Mr. McManus and all Committee members

are independent. Risk oversight matters are discussed and reviewed in various ways: normal agenda items; presentations in response to Director requests; presentations initiated by management; and issues raised and discussed during the course of Board and Committee meetings.

In 2017, our Board held 12 meetings and committees of the Board held 15 meetings. Each Director attended 75% or more of the aggregate of all meetings of the Board and the committees on which the Director served during 2017. We encourage and expect our Board members to attend our Annual Meeting absent extenuating circumstances, but we do not have a formal policy requiring attendance. All of our Board members then serving as Directors attended our Annual Meeting held in 2017.

Our Board has the following three committees, each with a written charter adopted by the Board and available on our website:

Our Board of Directors has adopted independence standards consistent with the listing standards adopted by the NYSE. A Director will be considered “independent” and found to have no material relationship with the Company if:

(1)  During the prior three years:

and

In February 2018, the Board of Directors reviewed the independence of its sitting members under the independence standards set forth above. The independence review did not identify any transactions, relationships or arrangements for consideration by the Board and the Board determined that, with the exception of Mr. McManus, each of the then current Directors is independent of the Company. On March 6, 2018, the Board of

Directors reviewed the independence of Messrs. Cohen and Intrieri under the independence standards set forth above and determined that each of Messrs. Cohen and Intrieri is independent of the Company. Mr. McManus is not considered an independent Director due to his employment as Chief Executive Officer of the Company.

All members of the Company’s Audit Compensation and Governance and Nominations Committees are independent directors under the Company’s Corporate Governance Guidelines and applicable regulatory and listing standards. The Board and each Committee undertake an annual

self-evaluation of performance, with the Governance and Nominations Committee overseeing the process.

Related Party Transactions; Conflicts of Interest

Although the Company does not have specific policies and procedures for the review, approval or ratification of Company transactions in which any Director, executive officer or other related person will have a direct or indirect material interest, the Company does have conflict of interest disclosure requirements in its Business Conduct Guidelines and its Corporate Governance Guidelines. The Business Conduct Guidelines require each officer, employee and Director to notify the Company if he/she or a close family member has a financial interest in a transaction involving the Company. The Corporate Governance Guidelines further provide that Directors are expected to avoid any action, position or interest that would conflict with the interests of the Company or would give the appearance of a conflict. Directors are required to disclose all facts regarding a potential conflict to the Chairman of the Governance and Nominations Committee. Our Corporate Governance Guidelines provide that Directors with material conflicts that cannot be resolved should resign from the Board. If a Director has a personal interest in any matters under discussion, the Director is required to disclose such interest, recuse himself or herself from discussion and refrain from voting on such matters, if appropriate.

We rely on our Directors and executive officers to make advance disclosure to the Board of Directors of transactions with the Company in which a Director or an executive officer will have a direct or indirect interest. Our Board of Directors would then evaluate and determine whether to approve any such proposed transaction. Failure to disclose such a transaction to our Board of Directors in advance and to seek approval from our Board prior to engaging in such a transaction would constitute a violation of our Company’s Business Conduct Guidelines and Corporate Governance Guidelines. Our Directors and executive officers also complete an annual questionnaire that identifies or confirms the absence of any direct or indirect participation in any transaction with the Company.

Based on past experience, we expect to receive and respond to shareholder communications in a variety of ways. Our Board does not want to limit this flexibility and has not implemented a defined process for shareholders to send communications to the Board. Any shareholder or other interested person wishing to communicate with a member of the Board may send correspondence to his or her attention at Energen Corporation, 605 Richard Arrington Jr. Blvd. North, Birmingham, Alabama 35203-2707. The names, titles and committee assignments of our officers and Directors, together with our

mailing address and telephone number, can be found on our website under the heading “Investor Relations” and subheading “Corporate Governance” (www.energen.com). Also under that subheading, page 16 of our Business Conduct Guidelines details the procedure adopted by our Audit Committee for the handling of inquiries and correspondence relating to errors, deficiencies and misrepresentations in accounting, internal control, and audit related matters. Such inquiries and correspondence are to be forwarded by our General Counsel to the Chairman of our Audit Committee.

The Company has a code of ethics, titled Business Conduct Guidelines, which is applicable to all of the Company’s employees, including the principal executive officer, the principal financial officer and the principal accounting officer. The Business Conduct Guidelines are also applicable to all of the

Directors of the Company. We intend to post amendments to or waivers from the Business Conduct Guidelines that are applicable to the Company’s Directors, principal executive officer, principal financial officer and principal accounting officer on our website.

Company policy prohibits Directors and officers from engaging in the following types of transactions with respect to Energen’s common

stock: hedging transactions; short sales; margin accounts; and pledging securities.

Confidentiality

Our Corporate Governance Guidelines require our Directors to comply with a detailed Board Confidentiality Policy. The policy requires Directors to only use confidential information obtained through their service as Directors for the benefit of the Company and not for their own personal benefit or the benefit of other persons or entities. Directors may not disclose confidential information to any other person or entity except with the written permission of the Company or the Chairman.

Stock Ownership

Each non-management Director is expected to hold, directly or indirectly, at least 5,000 shares

of Energen common stock. New Directors are expected to meet this ownership target within five years of joining the Board of Directors. Our CEO is expected to own Energen common stock with a valuation equal to or exceeding 5 times his base salary, while our other named executive officers are expected to hold Energen common stock with a valuation equal to or exceeding 2 or 3 times their base salary, depending on their position with the Company. Our other officers are also subject to stock ownership guidelines in multiples of base salary corresponding to their positions with the Company. Officers are prohibited from disposing of common stock (other than to satisfy tax withholding obligations in connection with vesting of equity awards or payment of the

purchase price of stock options) unless they have met such guidelines and would continue to meet such guidelines after such disposition.

Outside Director Compensation

Our Corporate Governance Guidelines indicate a strong preference that Directors refrain from accepting compensation from parties other than the Company in connection with their service on our Board. Any Director receiving such compensation is required to disclose the compensation arrangement to our Board.

Compensation Recoupment Policy

In the event our Board determines that fraud, illegal conduct, intentional conduct or gross negligence by a current or former officer of the Company was a significant contributing factor to a restatement of our financial statements, our Board may recoup from such officer an amount our Board deems appropriate. The recoupment policy is applicable to incentive compensation payable with respect to periods commencing, or having award or grant dates, on or after January 1, 2018. For more information regarding the adoption of our Compensation Recoupment Policy, see “Compensation Discussion and Analysis – Compensation Policies and Practices” beginning on page 44 of this Proxy Statement.

The Compensation Committee is responsible for overseeing and administering the Company’s executive compensation program. The Compensation Committee establishes the salaries and other compensation of the executive officers of the Company, including the Chairman and CEO, the CFO, and other executive officers named in the Summary Compensation Table. In setting salaries and granting other forms of compensation, the

Compensation Committee receives and considers information and recommendations from the CEO and the Vice President – Administration. The Compensation Committee also reviews and considers reports and analysis provided by its executive compensation consultant, Pay Governance, LLC (“Pay Governance”). Pay Governance is engaged by the Company at the direction of the Compensation Committee. The Compensation Committee conducted an assessment of the independence of Pay Governance utilizing the

factors identified in Rule 10C-1 promulgated under the Securities Exchange Act of 1934, as amended. Pay Governance did not identify any conflicts to be considered by the Compensation Committee as part of its independence analysis. Management meets with Pay Governance representatives and participates in most meetings between Pay Governance and the Compensation Committee. Pay Governance provides assessments of the competitiveness of the Company’s executive compensation levels and practices relative to relevant executive labor markets and other assignments as required by the Compensation Committee. The Compensation Committee regularly meets in executive sessions without management present. For a more detailed description of the Compensation Committee’s authority and interaction with management and Pay Governance, see “Compensation Discussion and Analysis” beginning on page 34 of this Proxy Statement.

None of the Directors serving on the Compensation Committee has served as an officer or employee of the Company or had a relationship with the Company that required consideration by our Board of Directors in connection with their review of Director

independence. No executive officer of the Company has served or serves on the compensation committee or board of any company that employed or employs any member of the Compensation Committee.

Determining Directors’ Compensation

Only non-employee Directors are compensated for their service on the Board or any committee of the Board.

The Governance and Nominations Committee charter provides that:

At such times as it determines appropriate or as requested by the Board, the Committee will review and make recommendations with respect to Director compensation. Such compensation is intended to be sufficient to attract and retain qualified candidates and may include a combination of cash and stock-based compensation.

Management provides information to the Governance and Nominations Committee with respect to current practices regarding director compensation that the Governance and Nominations Committee considers as part of its process in reviewing Director compensation.

Except as noted below, the current schedule of Director monthly cash retainer fees and meeting fees has been in effect since January 1, 2014. The 2017 share awards were issued pursuant to the Amended and Restated Directors Stock Plan. The Governance and Nominations Committee targeted a grant of shares that would equal approximately $100,000 in value to each non-employee Director based on share prices during the first ten trading days of January 2017.

Non-employee Director Fees

Share Awards and Deferred Compensation

Our Board has authority to make compensatory grants of stock, restricted stock and stock options to non-employee Directors pursuant to the Amended and Restated Directors Stock Plan at such times and in such amounts as the Board may determine. Awards under the Amended and Restated Directors Stock Plan are in addition to the payment of monthly cash retainers and meeting fees. The plan also allows each non-employee Director to elect to have any part or all of the cash fees payable for services as a Director of the Company and its subsidiaries paid in shares of common stock.

The Governance and Nominations Committee administers the Amended and Restated Directors Stock Plan. Although the plan has no fixed duration, the Board of Directors or our shareholders may terminate the plan. Our Board of Directors also may amend the plan from time to time, but any amendment that materially increases the benefits accruing to participants, increases the number of shares of common stock that may be issued or materially modifies eligibility requirements would require the approval of our shareholders.

Under the Company’s 1997 Deferred Compensation Plan, members of the Board of Directors may elect to defer part or all of their Director compensation. Messrs. Dewey, Downes, Grinney, Kleier and Ms. Hawes deferred portions of their Director compensation during 2017. The number of deferred share equivalents held by each Director under the 1997 Deferred Compensation Plan is disclosed in the table below under the caption “Share Ownership – Directors and Executive Officers.” The 1997 Deferred Compensation Plan is discussed below in greater detail under the

caption “Compensation Discussion and Analysis – 1997 Deferred Compensation Plan.”

Stock Ownership Guideline. The stock ownership expectation of non-employee Directors is 5,000 shares, including share equivalents under the 1997 Deferred Compensation Plan. New Directors are expected to reach this ownership target within five years of joining the Board of Directors. Each Director, other than Ms. Lancaster, who was appointed to the Board effective July 21, 2017, currently holds more than 5,000 shares,

including share equivalents under the 1997 Deferred Compensation Plan.

Other. The Company reimburses Directors for travel, lodging, and related expenses incurred in attending Board and Committee meetings. These reimbursements include the expenses incurred by the Directors’ spouses in accompanying the Directors at the invitation of the Company, along with taxes related to such payments. The Company did not hold a Board retreat during 2017, and no expenses were incurred or reimbursed for spousal travel.

The Audit Committee of the Board of Directors of the Company has selected the accounting firm of PricewaterhouseCoopers LLP to serve as the independent registered public accounting firm of the Company with respect to its operations for the 2018 fiscal year. While shareholder ratification of the appointment is not required, the Audit Committee has determined to seek input from the shareholders as part of the selection process. PricewaterhouseCoopers LLP has served as the Company’s independent registered public accounting firm for thirty-six years. If the appointment of PricewaterhouseCoopers LLP is not ratified by the shareholders, the matter of the appointment of an independent registered public

accounting firm will be reconsidered by the Audit Committee.

The firm of PricewaterhouseCoopers LLP audited our financial statements for the fiscal year ended December 31, 2017, and the Audit Committee plans to continue the services of this firm for the fiscal year ending December 31, 2018. A representative of PricewaterhouseCoopers LLP will be present at the Annual Meeting, will have an opportunity to make a statement if he or she desires to do so, and will be available to respond to appropriate questions.

The following table presents fees billed or expected to be billed for professional audit services rendered by PricewaterhouseCoopers LLP for the audit of the Company’s annual financial statements for the years ended December 31, 2017 and December 31, 2016, and fees billed for other services rendered by PricewaterhouseCoopers LLP during those periods:

Our Audit Committee approved, directly or through our pre-approval process, one hundred percent (100%) of the services provided by PricewaterhouseCoopers LLP during 2017, and concluded that the provision of such services by PricewaterhouseCoopers LLP was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions.

Our Audit Committee pre-approved the engagement through June 30, 2018 of the independent auditors with respect to the following services: (i) services necessary to

perform the audit or review of the Company’s financial statements; (ii) audit-related services such as employee benefit plan audits, due diligence related to mergers and acquisitions, accounting assistance and internal control reviews; and (iii) tax services including preparation and/or review of, and consultation and advice with respect to, tax returns and reports; claims for tax refund; tax planning services; tax implications of changes in accounting methods and applications for approval of such changes; tax basis studies; tax implications of mergers, acquisitions and divestitures; tax issues relating to payroll; tax

issues relating to employee benefit plans; requests for technical advice from tax authorities and tax audits and appeals (not including representation before a tax court, district court or federal court of claims or a comparable state or local court). In addition, the Chairman of the Audit Committee has been

delegated the authority by the Audit Committee to pre-approve the engagement of the independent auditors for services not covered by the above authority. All such pre-approvals must be reported to the Audit Committee at the next committee meeting.

The affirmative vote of a majority of the votes cast at the Annual Meeting in person or by proxy by shareholders entitled to vote on the matter is required to ratify the appointment of

PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company.

Section 16(a) of the Exchange Act requires our executive officers, Directors and persons who own more than 10% of our common stock, to file initial reports of ownership on Form 3 and changes in ownership on Form 4 or Form 5 within specified time frames with the SEC, and

to provide us with copies of all forms filed. We believe, based on a review of Forms 3, 4 and 5 furnished to us, that, during fiscal 2017, our executive officers, Directors and 10% shareholders complied in full with all applicable Section 16(a) filing requirements.

The Company demonstrated strong execution in 2017 driven by on-target drilling and completion costs per BOE and associated significant increases in oil and gas production. Despite a rising service cost environment, drilling and completion BOE targets were achieved due to superior performance of the Company’s improved frac design. In addition, the Company’s continued focus on cost control resulted in solid performances in per-unit general and administrative expenses and production expenses. Our production (excluding acquisitions, divestitures and held for sale properties) was 27.8 million barrels of oil equivalent (MMBOE) in 2017, or 35% greater than 2016 production of 20.6 MMBOE. Proved reserves of 444.0 MMBOE at year-end 2017 increased 40% from year-end 2016 largely as a result of extensions and discoveries from our active drilling and completion program, improved frac design performance, and price and other positive revisions.

Our executive compensation program is designed to reward performance and reflects the importance of our executive officers executing our business plans while focusing on key measures of profitability and the creation of

shareholder value. Our net income for 2017 was $306.8 million, including approximately $240.1 million associated with the 2017 Tax Cuts and Jobs Act, compared to a net loss of $(167.5 million) in 2016. Adjusted EBITDAX of approximately $657.4 million in 2017 was more than double our Adjusted EBITDAX for fiscal year 2016 of $293.2 million. See page 40 for a detail of the targets and results for each of the 2017 Annual Incentive Compensation Plan performance criteria.

This Compensation Discussion and Analysis explains the 2017 compensation program for our named executive officers and the philosophy and practices on which it is based.

Named Executive Officers. The following discussion details how the Compensation Committee of the Board (“Compensation Committee”) determines compensation for the Company’s Chairman and CEO, the CFO, and the other executive officers named in the Summary Compensation Table (sometimes referred to as the “named executive officers” or the “NEOs”). The Company’s named executive officers in respect of 2017 were the following:

Pay for Performance Philosophy. The Company’s executive compensation program is designed to serve the Company and its shareholders by aligning executive compensation with shareholder interests and by encouraging and rewarding management initiatives that will benefit the Company, its shareholders and employees over the long term.

Specifically, the Company’s approach to executive compensation is guided by the following objectives:

The Compensation Committee attempts to structure compensation packages for the named executive officers such that a majority of an

officer’s target compensation opportunity is delivered through incentive compensation, with a majority of the total target incentive compensation opportunity delivered through long-term incentive compensation. As shown in the chart below, a majority of our named

executive officers’ 2017 target compensation opportunities was delivered through incentive compensation and a majority of the incentive compensation was delivered through long-term equity incentive compensation. The portion of an executive’s total compensation opportunity that is delivered through incentive compensation increases with position seniority since we believe that the compensation of our most senior executives should be linked most closely to Company performance.

The Company’s executive compensation program includes base salary, annual cash incentive awards, long-term equity-based incentive opportunities and retirement benefits. In the case of a change in control, we also provide severance compensation for qualified terminations related to the change in control. In order to retain certain key executives, we also provide for severance compensation in certain circumstances for each of Messrs. McManus, Porter, Richardson and Godsey. The Compensation Committee believes that each of these components is a factor in the attraction, retention and motivation of qualified executives. The annual cash and long-term equity incentives link each executive’s compensation to corporate performance, with the annual cash incentives keyed to short-term financial and operational objectives and the long-term equity incentives providing alignment with shareholder returns.

The combination of salary, short-term cash and long-term equity incentives is intended to compensate Company executives at approximately the 50^th percentile of the market when the Company performs at a target level;

above median when the Company performs above target; and below median for below-target performance. Target performance represents the performance expectations of the Compensation Committee as measured by the performance metrics set by the Compensation Committee for the Annual Incentive Compensation Plan and the relative total shareholder return performance target associated with our use of long-term performance shares. The allocation between the various elements of the compensation package is intended to emphasize incentive compensation while remaining in line with market allocations for similar positions in comparable companies.

The Compensation Committee utilizes competitive data provided by the Company’s independent compensation consultant and input from the Chief Executive Officer regarding the performance of named executive officers other than himself to set total compensation ranges for each executive position and allocate compensation among salary, annual incentives and long-term incentives.

Compensation Practices. Energen’s executive compensation policies and practices include the following best practice features designed to align

compensation with performance and the long-term interests of shareholders.

Authority of the Compensation Committee. The Compensation Committee, which consists entirely of independent directors and meets regularly (five times in 2017), oversees and administers the Company’s executive compensation program. It establishes the salaries and other compensation of all executive officers of the Company, including the named executive officers. On an annual basis, the Committee conducts a performance evaluation of the CEO

that includes obtaining written input from each of the independent members of the Board of Directors. As noted below, the Committee then meets with the CEO to discuss his performance.

Role of Management. In evaluating compensation, the Compensation Committee receives and considers information and recommendations from the CEO and the Vice President – Administration. On an annual basis,

the Compensation Committee meets with the CEO to discuss his performance and the CEO provides the Compensation Committee with his evaluation of the performance of the other executive officers in connection with the annual compensation review of those officers.

Role of the Independent Compensation Consultant. The Compensation Committee also reviews and considers reports and analysis provided by its independent executive compensation consultant, Pay Governance. Pay Governance is engaged by the Company at the direction of the Compensation Committee, which has the sole authority to retain or dismiss its compensation consultant. The Compensation Committee determined Pay Governance to be independent following consideration of the factors identified in Rule 10C-1(b)(4) promulgated under the Exchange Act.

Pay Governance provides assessments of the competitiveness of the Company’s executive compensation levels and practices relative to relevant executive labor markets and other assignments as requested by the Compensation Committee. Specifically, during 2017, Pay Governance assisted the Compensation Committee and the Company in the following areas:

Pay Governance does not make specific recommendations on individual pay levels, but rather provides competitive data for review and

use by the Compensation Committee and the Company. The Compensation Committee uses the Pay Governance-provided data and analysis for general reference purposes.

Each year, the Compensation Committee examines the competitive salary data provided by Pay Governance to determine base salary ranges for the Company’s named executive officers. The Compensation Committee also reviews the market data provided by Pay Governance to assess the total compensation levels that would place Company executives at approximately the 50th percentile of the market, assuming the Company meets target performance objectives. In accordance with its practice in prior years, the Compensation Committee reviewed compensation data and analyses provided by Pay Governance in setting 2017 compensation. The information provided by Pay Governance utilized compensation data and analyses from two reference points: (1) Custom Peer Group – 20 oil and gas companies and (2) Energy Sector – size adjusted companies from the 2015 Energy Sector Mercer Total Compensation Survey. Companies included in the Custom Peer Group for 2017 data base are listed on Appendix A.

Importance of Shareholder Feedback. The Company values and carefully considers the feedback it receives from shareholders. At the 2017 Annual Meeting, the Advisory Vote on Executive Compensation generated 96% of votes cast in favor of the Company’s executive compensation. As part of its 2018 executive compensation discussions, the Compensation Committee reviewed the advisory vote result and considered it to be supportive of the Company’s compensation practices.

As discussed above, the Compensation Committee attempts to provide competitive salaries. During 2016, the Compensation Committee reviewed salary data intended to approximate the median salary of similar positions with comparable companies and it approved salary adjustments for 2017. When reviewing salaries, the Compensation Committee considers competitive salary data, recommendations from the CEO and the Vice President – Administration, internal comparability considerations and the executive’s years of experience and performance.

The differences in amounts of compensation awarded to the named executive officers reflect differences in the competitive market data for the positions held by the executives as well as internal comparability.

For 2017, the annual base salary of each of our NEOs was increased by approximately 2.0% as a general merit increase based on Company and individual performances.

Annual Incentive Compensation Plan (AICP). In order to link compensation to the Company’s annual performance, officers are eligible each year for cash incentive awards under the AICP. Awards are based upon attaining quantitative performance objectives approved by the Compensation Committee.

In February 2017, the Compensation Committee established a baseline AICP performance hurdle for our named executive officers. In order to earn a cash incentive award under the AICP for the 2017 fiscal year, Adjusted EBITDAX (defined below) for the 2017 fiscal year must be equal to at least $50.0 million. If Adjusted EBITDAX was at least $50.0 million, the bonus pool would be funded at the maximum cash incentive level for each named executive officer. The Compensation Committee may apply negative

discretion in determining actual cash incentives using the objectives and performance factors set forth below, individual performance and such other matters as the Compensation Committee deems appropriate. As defined by the Compensation Committee, “EBITDAX” means net income of the Company, plus interest, taxes, depreciation, accretion, impairment and exploration expenses. “Adjusted EBITDAX” means EBITDAX excluding the impact of (i) open mark-to-market gains and losses, (ii) changes in accounting principles or other provisions that materially affect reported results, (iii) gains or losses (net of severance payments) on asset dispositions with proceeds greater than $5 million, and (iv) EBITDAX on properties held for sale as of January 1, 2017, and/or sold properties with proceeds greater than $5 million for the fiscal year.

Discretionary Authority Applicable to Cash Incentive Awards. The Compensation Committee has the discretion to decrease an earned incentive by up to 100%. This discretion allows the Compensation Committee to reduce an individual payout for any reason, including sub-standard individual performance. Such discretion was not utilized with respect to 2017 AICP payments, other than by use of the performance factor score described above. The

Compensation Committee’s negative discretion does not apply to plans other than the Annual Incentive Compensation Plan.

In addition to performance-based awards, the Board of Directors has the inherent authority, in its absolute discretion, to award cash bonuses to such employees and in such amounts as it determines. Such discretion was not utilized in 2017.

Stock Incentive Plan. The Stock Incentive Plan is intended to align officer compensation with long-term company performance and changes in shareholder value. It provides for the grant of performance shares, restricted stock, restricted stock units and stock options. In 2017, the Compensation Committee made awards during February. Equity grants for 2017 are reflected in the table under “Executive Compensation – Grants of Plan-Based Awards” on page 49.

In 2017, the Compensation Committee delivered long-term incentives using a combination of performance shares (representing 60% of each named executive officer’s target award opportunity) and restricted stock units (representing 40% of each named executive officer’s target award opportunity) providing a balanced program with measures that incentivize and reward relative performance as well as absolute performance.

Performance Shares. A performance share is the right to receive of one share of our common stock at target performance. An award of performance shares becomes payable if the Compensation Committee determines that all conditions of payment have been satisfied at the end of the applicable award period. The standard performance share award period is three years. For example, the performance

shares granted in February 2017 have an award period beginning January 1, 2017, and ending December 31, 2019. Payout of the performance shares, if any, will be based on Energen’s total shareholder return (“TSR”) relative to companies (“peer companies”) included in the S&P Supercomposite Oil and Gas E&P index as constituted on the first day of the applicable award period.

Restricted Awards. The Stock Incentive Plan also provides for the grant of restricted stock and restricted stock units. No shares of restricted stock may be sold, and restricted stock units do not pay out, until the restrictions on such shares or units have lapsed or been removed. The Compensation Committee establishes the terms and conditions upon which the restrictions on each award shall lapse, which terms and conditions may include a required period of service or individual or corporate performance conditions. The restricted stock unit grants made in February 2017 vest on a ratable

basis, with restrictions on the 2017 restricted stock unit grants lapsing in annual one-third increments as is common among our peers. The Committee expects to continue to use ratable vesting in future years.

Stock Options. The stock option provisions of the Stock Incentive Plan provide for the grant of non-qualified stock options, incentive stock options and stock appreciation rights or a combination thereof to officers and key employees, all as determined by the Compensation Committee. The Compensation

Committee has not utilized the stock appreciation right feature in recent years, no

stock options have been granted since 2014 and all outstanding options have vested.

The Company does not provide special welfare or retirement benefits to its named executive officers. Instead, the named executive officers participate in the broad-based employee benefit and welfare plans available to employees of the Company generally. Further, in February 2017,

the Company eliminated legacy provisions in certain of its Severance Compensation Arrangements providing for gross-ups of excise taxes under Section 4999 of the Code and no longer provides tax gross-ups on excise taxes or perquisites to any of its executive officers.

The Company also provides a program that allows our Directors and officers to defer receipt of compensation. Amounts deferred by a participant under the Deferred Compensation Plan are credited to one of two separate accounts maintained for a participant, a Company stock account or an investment account. The value of a participant’s Company stock account tracks the performance of our common stock, including reinvestment of dividends (if any). At distribution, the participant’s Company stock account is payable in the form of shares of Company common stock. The value of a participant’s investment account tracks the performance of selected mutual funds offered by The Vanguard Group, Inc. All of the mutual funds utilized to track performance under the Deferred Compensation Plan are also investment options for employees under the Company’s generally available Employee Savings Plan. At distribution, the

participant’s investment account is payable in cash. The Deferred Compensation Plan is primarily designed as a financial planning and savings tool for participants. It does, however, include a Company contribution provision for officers that mirrors the Company match and supplemental contribution provisions of the Employee Savings Plan. The Company has established trusts and has funded the trusts, and presently plans to continue funding the trusts, in a manner that generally tracks participants’ accounts under the Deferred Compensation Plan. Although there is generally no requirement that the trusts be so funded or invested, if a change in control of the Company occurs, the trusts must be funded in an amount equal to the aggregate value of the participants’ accounts at the time of the change of control. While intended for payment of benefits under the Deferred Compensation Plan, the trusts’ assets remain subject to the claims of our creditors.

In order to better ensure the retention of our executive leadership team in the event of a potentially disruptive corporate transaction, we have historically provided our executive officers, including the named executive officers, with change-in-control severance protection. We believe that such protections, which are consistent with the practices of our peer companies, are in the best interest of our shareholders because they enable our executive leadership team to fully focus on the benefits of a corporate transaction for shareholders, rather than the potential adverse consequences of the transaction on their careers.

In 2017, we entered into agreements with our named executive officers to provide more limited severance protections in the event of a

qualifying termination of employment that is not in connection with a change in control. Pre-change-in-control severance protections are a common practice among our peer companies and are intended to promote retention of our executive officers by providing security in the event of a job loss.

For additional information about the terms of the severance arrangements with our named executive officers and amounts potentially payable thereunder, see ”Executive Compensation – Potential Payments Upon Termination or Change In Control” beginning on page 53.

Compensation Recoupment Policy. Effective November 7, 2017, the Board adopted an officer compensation recoupment policy. The policy provides that if the Board determines that fraud, illegal conduct, intentional misconduct or gross neglect by a current or former officer of the Company was a significant contributing factor to a restatement of the Company’s financial statements, the Board may recoup from the officer an amount that the Board deems appropriate. The policy is applicable to incentive compensation payable with respect to periods commencing, or having award or grant dates, on or after January 1, 2018. Recoupment shall be

made from applicable compensation through

one or more of the following actions: (a) requiring repayment by such officer to the Company of all or a portion of cash incentive payments made to, or on behalf of, the officer with respect to the most recent fiscal year for which such payments have been made as of the date of the Board’s recoupment decision; or (b) canceling all or a portion of such officer’s short-term and long-term incentive awards under the Company’s compensation plans, agreements, arrangements or policies that remain unpaid or unvested as of the date of the Board’s recoupment decision.

Ownership Guidelines. The Company has the following stock ownership guidelines for officers: CEO and Chairman (McManus) – 5 times base salary; CFO (Porter), COO (Richardson), and General Counsel (Woodruff) – 3 times base salary; and SVP (Godsey) – 2 times base salary. The Company’s other officers have ownership guidelines of 1 or 2 times base salary depending on position. For purposes of the guidelines, stock ownership includes (1) shares owned directly by the executive and immediate family members, (2) shareholdings in the Company’s

401(k) plan, and (3) deferred compensation shares. It is expected that an officer will not sell or otherwise transfer shares of Company common stock if the officer does not meet the ownership guidelines or if the sale or transfer would cause the officer to not meet the ownership guidelines, excepting shares sold or withheld for taxes on equity awards. As of December 31, 2017, each of our named executive officers maintained ownership exceeding the guidelines.

Anti-Hedging and Pledging. The Company has policies that prohibit officers and Directors from

hedging or entering into pledging transactions

utilizing Company common stock.

Our executive compensation program incorporates performance goals related to a wide range of operational performance measures. By diversifying the performance measures and time horizons for assessing performance, we seek to mitigate the risk of significant compensation payments based on accomplishments in one area that may have a negative consequence for our business as a whole.

At least annually, the Compensation Committee assesses the compensation policies and practices applicable to our employees, including our executive officers, and considers whether

such policies and practices create risks that are reasonably likely to have a material adverse effect on the Company.

We believe our compensation programs strike the appropriate balance between the short-term and long-term performance of the Company. We consider the potential risks in our business when designing and administering our compensation programs, and we believe our balanced approach to performance measurement and compensation decisions mitigates the risk that employees, including our executive officers, will be encouraged to undertake excessive or inappropriate risk.

Our AICP and performance share awards are intended to permit the Company to deduct compensation expense under Section 162(m) of the Internal Revenue Code, which historically limited the tax deductibility of annual compensation paid to executives to $1 million, unless the compensation qualified as “performance-based.”

Federal legislation passed on December 22, 2017 repealed the exemption from Section 162(m)’s deduction limit for “performance-based” compensation and the limitation on deductibility generally was expanded to include all individuals who are

considered NEOs in any year beginning after December 31, 2016. As a result, compensation paid to our NEOs in excess of $1 million may not be deductible for taxable years commencing after December 31, 2017, subject to limited transition relief for arrangements in place as of November 2, 2017, the scope of which is uncertain. Further, no assurance can be given that compensation intended to satisfy the requirements for exemption from Section 162(m) in fact will. Despite the change in law, the Compensation Committee intends to continue to implement compensation programs that it believes are competitive and in the best interests of the Company and its shareholders.