UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

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PENN VIRGINIA CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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PENN VIRGINIA CORPORATION

Four Radnor Corporate Center

Suite 200

100 Matsonford Road

Radnor, Pennsylvania 19087

NOTICE OF 2014 ANNUAL MEETING OF SHAREHOLDERS

To Our Shareholders:

You are cordially invited to attend the Annual Meeting of Shareholders of Penn Virginia Corporation (the “Company”) to be held at the Four Radnor Corporate Center Conference Room, 100 Matsonford Road, Radnor Pennsylvania on Wednesday, May 7, 2014, at 10:00 a.m., prevailing time, to consider and act on the following matters:

1. The election of six directors, each to serve until the next Annual Meeting of Shareholders and until their respective successors are duly elected and qualified;

2. The holding of an advisory vote on executive compensation;

3. The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2014; and

4. The transaction of such other business as may properly come before the meeting or any adjournment thereof.

Only shareholders of record at the close of business on March 10, 2014 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment, postponement or continuation thereof.

A majority of the issued and outstanding shares of Common Stock of the Company must be represented at the meeting to constitute a quorum. Therefore, all shareholders are urged to attend the meeting or to be represented by proxy.

A copy of the Company’s Annual Report for the year ended December 31, 2013 is being mailed to shareholders together with this Notice.

Whether or not you plan to attend the Annual Meeting, please complete, date and sign the enclosed proxy card and return it promptly in the accompanying envelope or vote your proxy using the Internet. If you later find that you will be present at the meeting and wish to vote in person or for any other reason desire to revoke your proxy, you may revoke your proxy at any time before the voting at the Annual Meeting.

By Order of the Board of Directors

Nancy M. Snyder

Corporate Secretary

Radnor, Pennsylvania

April 7, 2014

TABLE OF CONTENTS

	Page
GENERAL INFORMATION		1
Record Date and Voting Rights		1
Quorum and Adjournments		1
Votes Required		1
Broker Non-Votes and Abstentions		2
Shareholders of Record		2
Beneficial Owners		2
Voting in Person		2
Default Voting		3
Revocation of Proxy		3
Proxy Solicitation		3
PROPOSAL NO. 1 ELECTION OF DIRECTORS		4
General		4
Information Regarding Nominees for Election as Directors		4
Vote Required		7
Board Recommendation		7
PROPOSAL NO. 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION		8
Background		8
Vote Required		8
Board Recommendation		8
PROPOSAL NO. 3 RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		9
General		9
Vote Required		9
Board Recommendation		9
CORPORATE GOVERNANCE		10
Role of the Board		10
Director Independence		10
Executive Sessions and Meetings of Independent Directors; Communications with the Board		10
Code of Business Conduct and Ethics		10
Policies and Procedures Regarding Transactions with Related Persons		10
Board Leadership Structure and Risk Oversight		10
Committees of the Board		11
Compensation of Directors		12
Non-Employee Director Stock Ownership Guidelines		13
Non-Employee Directors Deferred Compensation Plan		13
BENEFICIAL OWNERSHIP OF COMMON STOCK		15
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		16
EXECUTIVE COMPENSATION		17
Executive Officers		17
Compensation Discussion and Analysis		17
Compensation and Benefits Committee Report		31
Summary Compensation Table		32
Grants of Plan-Based Awards		33
Narrative Discussion of Equity Awards		34
Outstanding Equity Awards at Fiscal Year-End		37
Stock Option Exercises and Vesting of Restricted Stock Units		39
Equity Compensation Plan Information		40
Nonqualified Deferred Compensation		40
Change-in-Control Arrangements		41
Change of Location Severance Arrangement		42
Employment Retention Agreement		42
Compensation Committee Interlocks and Insider Participation		42

	Page
TRANSACTIONS WITH RELATED PERSONS		43
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		44
General		44
Audit Fees		44
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm		44
Audit Committee Report		44
MISCELLANEOUS		45
Shareholder Proposals		45
Director Nominations		46
Other Matters		46
Annual Report and Form 10-K		46
Notice of Internet Availability of Proxy Materials		47

PENN VIRGINIA CORPORATION

PROXY STATEMENT

Annual Meeting of Shareholders

To Be Held on May 7, 2014

GENERAL INFORMATION

This Proxy Statement and the accompanying proxy card are being furnished to shareholders of Penn Virginia Corporation, which is referred to in this Proxy Statement as the “Company,” “we,” “us” or “our,” in connection with the solicitation by or on behalf of the Board of Directors of the Company, or the “Board,” of proxies to be voted at the Annual Meeting of Shareholders, or the “Annual Meeting,” to be held at 10:00 a.m., prevailing time, on Wednesday, May 7, 2014 and at any adjournment, postponement or continuation thereof. The Annual Meeting will be held at the Four Radnor Corporate Center Conference Room, 100 Matsonford Road, Radnor, Pennsylvania. This Proxy Statement and the accompanying proxy card are first being mailed on or about April 7, 2014. Our principal executive offices are located at Four Radnor Corporate Center, Suite 200, 100 Matsonford Road, Radnor, Pennsylvania 19087.

Record Date and Voting Rights

Only holders of record of shares of our common stock at the close of business on March 10, 2014 will be entitled to vote at the Annual Meeting. On that date, there were outstanding 65,546,607 shares of our common stock, par value $0.01 per share.

Holders of our common stock will vote as a single class at the Annual Meeting. Each outstanding share will entitle the holder to one vote. All shares represented by properly executed and delivered proxies will be voted at the Annual Meeting. Holders of shares of our 6% Series A convertible perpetual preferred stock will not be entitled to vote at the Annual Meeting.

Quorum and Adjournments

The presence, in person or by proxy, of shareholders holding a majority of the votes entitled to be cast on matters to be considered at the Annual Meeting constitutes a quorum. If a share is represented for any purpose at the Annual Meeting, it is deemed to be present for quorum purposes for all matters considered at the Annual Meeting. If a quorum is not present at the Annual Meeting, the holders of a majority of the shares of our common stock entitled to vote who are present or represented by proxy have the power to adjourn the Annual Meeting from time to time without notice, other than an announcement at the Annual Meeting of the time and place of the adjourned meeting, until a quorum is present. In addition, under our Bylaws, our Chairman has the power to adjourn the Annual Meeting for any reason from time to time without notice, other than an announcement of the time and place of the adjourned meeting, provided that a new record date is not set. At any such adjourned meeting at which a quorum is present, any business may be transacted that may have been transacted at the Annual Meeting.

Votes Required

Each director (Proposal No. 1) will be elected by a majority of the votes cast in the election for such director nominee. The advisory vote on our executive compensation (Proposal No. 2) is non-binding so no specific vote is required. Ratification of KPMG LLP, or “KPMG,” as our independent registered public accounting firm for the fiscal year ended December 31, 2014 (Proposal No. 3) requires the affirmative vote of at least a majority of the votes cast on the proposal at the Annual Meeting.

1

Broker Non-Votes and Abstentions

Brokers who hold shares in street name for customers are required to vote those shares as the customers instruct. Under the rules and regulations promulgated by the New York Stock Exchange, or the “NYSE,” and approved by the Securities and Exchange Commission, or the “SEC,” brokers are permitted to vote on “routine” matters even if they have not received voting instructions from their customers, but they are not permitted to vote on “non-routine” matters absent specific voting instructions from their customers. A “broker non-vote” occurs when a broker holds shares for a customer, which are present at the meeting, but lacks discretionary voting power with respect to a particular proposal because the customer has not given the broker instructions regarding how to vote those shares.

The election of directors (Proposal No. 1) and the advisory vote on executive compensation (Proposal No. 2) are considered non-routine matters under the rules and regulations promulgated by the NYSE and approved by the SEC. Consequently, brokers may not vote uninstructed shares on any of these proposals, and there may be broker non-votes on some or all of these proposals. The ratification of KPMG as our independent registered public accounting firm for the fiscal year ended December 31, 2014 (Proposal No. 3) is considered a routine matter under the rules and regulations promulgated by the NYSE and approved by the SEC. Consequently, brokers may vote uninstructed shares on this proposal, and we do not expect any broker non-votes on this proposal.

Abstentions and broker non-votes are treated as shares that are present for purposes of determining whether a quorum is present at the Annual Meeting. However, for purposes of determining whether a proposal is approved, abstentions and broker non-votes are tabulated separately. The effect of abstentions and broker non-votes depends on the vote required for a particular proposal. See the “Vote Required” section of each proposal in this Proxy Statement for a description of the effect of abstentions and broker non-votes on such proposal.

Shareholders of Record

If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, you are considered the shareholder of record with respect to those shares, and these proxy materials are being sent directly to you. As the shareholder of record, you have the right to grant your voting proxy directly to us or to vote in person at the Annual Meeting. We have enclosed a proxy card for you to use. You can also vote via the Internet. If you desire to vote via the Internet, instructions for using this service are provided on the proxy card. If you desire to vote by mail, you should mark your votes on the proxy card and date, sign and promptly return the proxy card in the accompanying envelope.

Beneficial Owners

If your shares are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in street name, and these proxy materials are being forwarded to you by your broker or nominee, together with a voting instruction card. As the beneficial owner, you have the right to direct your broker or nominee how to vote and are also invited to attend the Annual Meeting. See “Broker Non-Votes and Abstentions” above.

Because a beneficial owner is not the shareholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a “legal proxy” from the broker or other nominee that holds your shares, giving you the right to vote the shares at the Annual Meeting.

Voting in Person

Shares held in your name as the shareholder of record may be voted in person at the Annual Meeting. Shares held beneficially in a brokerage account or by another nominee may be voted in person only if you obtain a legal proxy from the broker or other nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy or voting instructions so that your vote will be counted if you later decide not to attend the Annual Meeting.

2

Default Voting

A proxy that is properly completed and returned will be voted at the Annual Meeting in accordance with the instructions on the proxy. If you properly complete and return a proxy, but do not indicate any contrary voting instructions, your shares will be voted “FOR” the election of the six nominees for the Board (Proposal No. 1), “FOR” the resolution relating to executive compensation (Proposal No. 2), “FOR” the ratification of KPMG as our independent registered public accounting firm for the fiscal year ended December 31, 2014 (Proposal No. 3) and in accordance with the discretion of the holders of the proxy with respect to any other business that may properly come before the Annual Meeting or any adjournment or postponement. If we propose to adjourn the Annual Meeting, proxy holders will vote all shares for which they have voting authority in favor of adjournment. The Board knows of no matters other than those stated in the Notice of Annual Meeting of Shareholders and described in this Proxy Statement to be presented for consideration at the Annual Meeting.

Revocation of Proxy

A shareholder executing and returning a proxy may revoke it at any time before it is exercised at the Annual Meeting by giving written notice of the revocation to our Corporate Secretary or by executing and delivering to our Corporate Secretary a later dated proxy. Attendance at the Annual Meeting will not be effective to revoke the proxy unless written notice of revocation has also been delivered to our Corporate Secretary before the proxy is exercised. If you hold your shares in a brokerage account or by other nominee and deliver voting instructions to the record holder of those shares, you may only revoke the voting of those shares in accordance with your instructions if such record holder revokes the original proxy as directed above and either resubmits a proxy reflecting your voting instructions or delivers to you a legal proxy giving you the right to vote the shares.

Written notices to us must be addressed to Penn Virginia Corporation, Attention: Corporate Secretary, Four Radnor Corporate Center, Suite 200, 100 Matsonford Road, Radnor, Pennsylvania 19087. No revocation by written notice will be effective unless such notice has been received by our Corporate Secretary prior to the day of the Annual Meeting or by the inspector of election at the Annual Meeting.

Proxy Solicitation

The expenses of solicitation of proxies, including the cost of preparing and mailing this Proxy Statement and the accompanying materials, will be paid by us. Such expenses may also include the charges and expenses of banks, brokerage houses and other custodians, nominees or fiduciaries for forwarding proxies and proxy material to beneficial owners of shares. Some of our officers and employees may solicit proxies personally or by telephone, mail or other methods of communication and will not be compensated additionally therefor.

3

PROPOSAL NO. 1

ELECTION OF DIRECTORS

General

Six directors have been nominated by the Board for election at the Annual Meeting, all of whom are current directors of the Company. Detailed information on each nominee is provided below. The nominees, if elected, will serve until the next Annual Meeting of Shareholders and until their respective successors are duly elected and qualified. Although all nominees have consented to serve if elected, if any nominee should ultimately decline or be unable to serve, the Board will, if practicable, designate a substitute nominee, and the persons named in the accompanying proxy card will vote for each such substitute nominee. We have no reason to believe that any nominee will decline or be unable to serve.

Information Regarding Nominees for Election as Directors

The following table sets forth certain information regarding the nominees for election as directors:

Age, Business Experience, Other Directorships and Qualifications

Director of the Company Since

John U. Clarke, age 61 Mr. Clarke has been a Partner with Turnbridge Capital, LLC, an energy-focused private equity investment firm, since May 2011. He has also served as President of Concept Capital Group, Inc., a financial and strategic consulting firm founded by him in 1995, since November 2009, a position he also held from 2001 to 2004 and from 1995 to 1996. From 2004 until its sale in November 2009, Mr. Clarke served as Chairman and Chief Executive Officer of NATCO Group Inc., an oil services company. Previously, Mr. Clarke served as Managing Director of SCF Partners, a private equity investment firm (2000 to 2001), Executive Vice President and Chief Financial Officer of Dynegy, Inc., an energy trading company (1997 to 2000), Managing Director of Simmons & Co. International, an energy investment banking firm (1996 to 1997), and Executive Vice President and Chief Financial and Administrative Officer of Cabot Oil & Gas Corporation, an oil and gas exploration and production company (1993 to 1995). He was employed by Transco Energy Company, an interstate pipeline company, from 1981 to 1993, last serving as Senior Vice President and Chief Financial Officer, and by Tenneco Inc., an interstate pipeline company, from 1977 to 1981 in the finance department. In the last five years, Mr. Clarke has also served on the board of directors of NATCO Group Inc. (February 2000 to November 2009) and Tesco Corporation (August 2011 to September 2013). Mr. Clarke has served for over 30 years as a director or executive officer at numerous companies engaged in several businesses in or related to the energy industry. In his various capacities, Mr. Clarke has provided these companies with strategic, financial and operational oversight and leadership. This experience allows him to provide guidance to the Board on a wide spectrum of strategic, financial and operational matters and effectively chair the Compensation and Benefits Committee.

2009 (1)(2)(3)

4

Age, Business Experience, Other Directorships and Qualifications	Director of the Company Since
Edward B. Cloues, II, age 66 Mr. Cloues has served as the non-executive Chairman of the Board of the Company since May 2011. He also serves as the non-executive Chairman of the Board of AMREP Corporation (director since September 1994 and Chairman since January 1996) and on the board of directors of Hillenbrand, Inc. (since April 2010). Mr. Cloues served as a director (since January 2003) and as the non-executive Chairman of the Board (since July 2011) of PVR GP, LLC, the general partner of PVR Partners, L.P., until its sale in March 2014. Mr. Cloues served as Chairman of the Board and Chief Executive Officer of K-Tron International, Inc., a provider of material handling equipment and systems, from January 1998 until its sale in April 2010, and was a director of that company from July 1985 to April 2010. Prior to joining K-Tron International, Inc. as its Chairman of the Board and Chief Executive Officer, Mr. Cloues was a Partner at Morgan, Lewis & Bockius LLP, a global law firm, from October 1979 to January 1998. As a former law firm partner specializing in business law matters, the former Chairman of the Board and Chief Executive Officer of K-Tron International, Inc. and a director of multiple public companies, Mr. Cloues has extensive leadership experience and familiarity with complex mergers and acquisitions and other transactions, as well as considerable background in financial, strategic, corporate governance and executive compensation matters.	2001 (1)
Steven W. Krablin, age 63 Mr. Krablin served as President, Chief Executive Officer and Chairman of the Board of T-3 Energy Services, Inc., a provider of a broad range of oilfield products and services used in the drilling and completion of new oil and gas wells, the workover of existing wells and the production and transportation of oil and gas, from March 2009 until its sale in January 2011. He was a private investor from April 2005 to March 2009. From January 1996 to his retirement in April 2005, Mr. Krablin served as Senior Vice President and Chief Financial Officer of National-Oilwell, Inc., a manufacturer and distributor of oil and gas drilling equipment and other oilfield products. From 1986 to 1996, Mr. Krablin was employed by Enterra Corporation, a provider of rental and fishing tools to the oil and gas industry, last serving as Vice President and Chief Financial Officer. Mr. Krablin currently serves on the boards of directors of Chart Industries, Inc. (since July 2006) and Hornbeck Offshore Services, Inc. (since August 2005). He also previously served as our director from December 2004 to March 2009. Mr. Krablin has extensive energy industry experience, having served as the chief executive officer of an oilfield products company and as the chief financial officer of several oil and gas equipment companies. The Board utilizes this experience when considering a broad range of financial and operational matters. In addition, Mr. Krablin also previously served as our director for five years. Mr. Krablin’s knowledge of our history, our operations and our personnel assists him in providing valuable guidance to the Board.	2010 (1)(2)(3)

5

Age, Business Experience, Other Directorships and Qualifications	Director of the Company Since
Marsha R. Perelman, age 63 Ms. Perelman has served as Chief Executive Officer of Woodforde Management, Inc., a holding company founded by her, since 1993. From 1983 to 1990, Ms. Perelman served as President of Clearfield Ohio Holdings, Inc., a gas gathering and distribution company co-founded by her, and as Vice President of Clearfield Energy, Inc., a crude oil gathering and distribution company co-founded by her. Ms. Perelman served on the board of directors of PVR GP, LLC, the general partner of PVR Partners, L.P., from May 2005 until its sale in March 2014. Ms. Perelman’s background in the energy and other industries has enabled her to contribute significantly to our strategic direction. In addition, Ms. Perelman’s professional and personal contacts have helped the Nominating and Governance Committee identify and recruit director candidates.	1998 (1)(3)
H. Baird Whitehead, age 63 Mr. Whitehead has served as our Chief Executive Officer since May 2011, as our President since February 2011 and as President of Penn Virginia Oil & Gas Corporation since January 2001. He also served as our Chief Operating Officer from February 2009 to May 2011 and as our Executive Vice President from January 2001 to February 2011. Prior to joining the Company, Mr. Whitehead served in various positions with Cabot Oil & Gas Corporation, or “Cabot.” From 1998 to 2001, Mr. Whitehead served as Senior Vice President during which time he oversaw Cabot’s drilling, production and exploration activity in the Appalachian, Rocky Mountain, Mid-Continent and Texas and Louisiana Gulf Coast areas. From 1992 to 1998, Mr. Whitehead served as Vice President and Regional Manager of Cabot’s Appalachian business. From 1989 to 1992, Mr. Whitehead served as Vice President and Regional Manager of Cabot’s Anadarko business unit. Mr. Whitehead has served in senior management positions with oil and gas exploration and production companies for over 20 years. His broad experience in the exploration and production industry and detailed knowledge of our operations lends critical support to the Board’s decision making process.	2011
Gary K. Wright, age 69 Mr. Wright has acted as an independent consultant since 2004. From 2003 to 2004, he served as President of LNB Energy Advisors, a provider of bank credit facilities and strategic advice to small to mid-sized oil and gas producers. From 2001 to 2003, Mr. Wright was an independent consultant to the energy industry. From 1992 to 2001, Mr. Wright served in various capacities with the Global Oil and Gas Group of Chase Manhattan Bank, including as North American Credit Deputy from 1998 to 2001 and as Managing Director and Senior Client Manager in the Southwest from 1992 to 1998. Prior to joining Chase Manhattan Bank, Mr. Wright served as Manager of the Chemical Bank Worldwide Energy Group (1990 to 1992), as Manager of Corporate Banking with Texas Commerce Bank (1987 to 1990) and as Manager of the Energy Group of Texas Commerce Bank (1982 to 1990). Mr. Wright has broad experience providing financial and strategic advice to oil and gas producers and other companies in the energy business. The Board draws on this experience when it considers financial and economic analyses related to financing and other transactions. In addition, Mr. Wright’s financial expertise assists him in effectively chairing the Audit Committee.	2003 (1)(2)(3)

(1) Member of the Nominating and Governance Committee

(2) Member of the Compensation and Benefits Committee

(3) Member of the Audit Committee

6

Vote Required

In February 2013, the Board approved the adoption of a majority vote standard for the election of our directors. Accordingly, under our bylaws, each director shall be elected by the vote of a majority of the votes cast at the Annual Meeting, provided that if the number of director nominees at such meeting exceeds the number of directors to be elected, the directors shall be elected by a plurality of the votes cast. Because the number of director nominees equals the number of directors to be elected at the Annual Meeting, to be elected, each director must receive a majority of the votes cast. A majority of the votes cast means that the number of shares voted “for” a director must exceed the number of shares voted “against” that director. Abstentions and broker non-votes will not be included in determining the number of votes cast in the election of directors and will not have any effect on the outcome of voting on director elections. Cumulative voting rights do not exist with respect to the election of directors. Pursuant to our Corporate Governance Principles, any director nominee who does not receive a majority of the votes cast at the Annual Meeting must tender his or her resignation to the Board for its consideration promptly following certification of the election results. The Board will consider all factors it deems relevant to our best interests, make a determination as to whether to accept or reject such resignation and publicly disclose its decision and rationale within 90 days after certification of the election results. Any director who tenders his or her resignation will not participate in the Board’s action regarding whether to accept or reject the resignation.

Board Recommendation

The Board recommends that our shareholders vote FOR the election of the six nominees.

7

PROPOSAL NO. 2

ADVISORY VOTE ON EXECUTIVE COMPENSATION

Background

In accordance with the requirements of Section 14A of the Exchange Act (which Section 14A was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010), and the related rules of the SEC, we are providing our shareholders with the opportunity to vote on a non-binding, advisory resolution to approve the compensation of our named executive officers, or our “NEOs,” as disclosed in this Proxy Statement. This advisory vote, commonly known as a “say-on-pay” vote, gives our shareholders the opportunity to express their views on our NEOs’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this Proxy Statement.

We invite you to review carefully the “Executive Compensation” section of this Proxy Statement beginning on page 17, including the Compensation Discussion and Analysis, compensation tables and related narrative discussion. As described in detail under the heading “Executive Compensation—Compensation Discussion and Analysis,” our executive compensation program is designed to attract, retain and develop employees with the appropriate experience, motivation and skills to grow an oil and natural gas exploration and production company that operates safely in an environmentally conscious and a cost and time efficient manner and has the ability to react to economic and other developments in a cyclical and volatile industry. We believe that our executive compensation program fulfills these objectives.

We are asking our shareholders to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the shareholders approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Company’s Proxy Statement for the 2014 Annual Meeting of Shareholders pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.”

Vote Required

The vote is advisory, and it will not be binding on the Board or the C&B Committee. Accordingly, neither the Board nor the C&B Committee will be required to take any action as a result of the outcome of the vote on this proposal. However, the Board and the C&B Committee value the opinions of our shareholders, and the C&B Committee will carefully consider the outcome of the vote when making future executive compensation decisions for our NEOs.

Notwithstanding the advisory nature of this vote, the foregoing resolution will be deemed approved, on an advisory basis, with the affirmative vote of the majority of the votes cast on the proposal at the Annual Meeting. Abstentions and broker non-votes will not be included in determining the number of votes cast and, therefore, will not have any effect on the outcome of the vote.

Board Recommendation

The Board recommends that our shareholders vote FOR the approval of the resolution set forth in this proposal relating to the compensation of our NEOs as disclosed in this Proxy Statement.

8

PROPOSAL NO. 3

RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

General

The Audit Committee of the Board has appointed KPMG LLP, or “KPMG,” as the independent registered public accounting firm to audit our consolidated financial statements as of and for the fiscal year ending December 31, 2014, and our internal controls over financial reporting as of December 31, 2014. KPMG has served as our independent registered public accounting firm since 2002. A representative of KPMG is expected to be present at the Annual Meeting with the opportunity to make a statement if he or she desires to do so and to be available to respond to appropriate questions.

Vote Required

The submission of this matter for approval by shareholders is not legally required; however, the Board and Audit Committee believe that such submission is consistent with best practices in corporate governance and is an opportunity for shareholders to provide direct feedback to the Board and Audit Committee on an important issue of corporate governance. If the appointment is not ratified, the Audit Committee will consider whether it should select another independent registered public accounting firm, although the results of the vote are not binding on the Audit Committee.

Ratification of the appointment of KPMG as our registered independent public accounting firm for the fiscal year ended December 31, 2014 will require the affirmative vote of a majority of the votes cast on the proposal at the Annual Meeting. Abstentions and broker non-votes will not be included in determining the number of votes cast and, therefore, will not have any effect on the outcome of the vote.

Board Recommendation

The Board recommends that our shareholders vote FOR the ratification of KPMG as our registered independent public accounting firm for the fiscal year ended December 31, 2014.

9

CORPORATE GOVERNANCE

Role of the Board

Our business is managed under the direction of the Board. The Board has adopted Corporate Governance Principles describing its duties. A copy of our Corporate Governance Principles is available at the “Corporate Governance” section of our website, http://www.pennvirginia.com. The Board meets regularly to review significant developments affecting the Company and to act on matters requiring Board approval. The Board held 11 meetings in 2013. During 2013, each current director attended at least 75% of the aggregate of all meetings of the Board and committees of the Board on which he or she served. Our informal policy is for all directors to attend shareholder meetings. All of the directors serving on the Board on May  1, 2013 attended our Annual Meeting of Shareholders held on that date.

Director Independence

The Nominating and Governance Committee of the Board has determined that Messrs. Clarke, Cloues, Krablin and Wright and Ms. Perelman are “independent directors,” as defined by NYSE Listing Standards and SEC rules and regulations. We refer to those directors as “Independent Directors.” The Board has determined that none of the Independent Directors has any relationship with us other than as a director of us.

Executive Sessions and Meetings of Independent Directors; Communications with the Board

Our Independent Directors meet in executive sessions without management during regularly scheduled Board meetings and may do so, if appropriate, during Board meetings which are scheduled on an as needed basis. Edward B. Cloues, II, Chairman of the Board and an Independent Director, presides over executive sessions. Shareholders and other interested parties may communicate any concerns they have regarding us by contacting Mr. Cloues in writing c/o Corporate Secretary, Penn Virginia Corporation, Four Radnor Corporate Center, Suite 200, 100 Matsonford Road, Radnor, Pennsylvania 19087.

Code of Business Conduct and Ethics

The Board has adopted a Code of Business Conduct and Ethics as its “code of ethics” as defined in Item 406 of Regulation S-K, which applies to all of our directors, officers, employees and consultants, including our Chief Executive Officer, or our “CEO,” Chief Financial Officer, or our “CFO,” principal accounting officer or controller or persons performing similar functions. A copy of our Code of Business Conduct and Ethics is available at the “Corporate Governance” section of our website, http://www.pennvirginia.com. We intend to satisfy the disclosure requirement for any future amendments to, or waivers of, our Code of Business Conduct and Ethics by posting such information on our website.

Policies and Procedures Regarding Transactions with Related Persons

Under our Corporate Governance Principles, all directors must recuse themselves from any decision affecting their personal, business or professional interests. In addition, as a general matter, our practice is that any transaction with a related person is approved by disinterested directors. Our General Counsel advises the Board as to which transactions, if any, involve related persons and which directors are prohibited from voting on a particular transaction. We have not entered into any transaction with a related person within the scope of Item 404(a) of Regulation S-K since January 1, 2013.

Board Leadership Structure and Risk Oversight

We have had separate Chairmen of the Board and CEOs since 1996. We believe that this Board leadership structure has been and continues to be the best for us and our shareholders. As the oversight responsibility of directors continues to grow, we believe that it is most prudent to have an independent chairman whose primary service to us is Board leadership and a CEO who can focus all of his time on overseeing our management and day-to-day business.

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The Board has five Independent Directors, including our Chairman. A number of our Independent Directors are currently serving or have served as directors or members of senior management of other public companies. We also have three board committees comprised solely of Independent Directors, each with a different Independent Director serving as chairman of the committee. See “—Committees of the Board.” We believe that having five experienced Independent Directors and strong committees contributes to the leadership of the Board.

The Audit Committee is primarily responsible for overseeing our risk management processes on behalf of the full Board. The Audit Committee receives reports from management at least quarterly regarding our assessment of risks and reports regularly to the full Board, which also considers our risk profile. The Audit Committee and the full Board focus on and discuss with management the most significant risks facing us and our general risk management strategy, and also seek to ensure that risks undertaken by us are consistent with the Board’s view of risk. In addition to the formal processes, the Board and the Audit Committee encourage management to promote a corporate culture that understands risk management and incorporates it into overall corporate strategy and day-to-day business operations.

Committees of the Board

The Board has a Nominating and Governance Committee, a Compensation and Benefits Committee and an Audit Committee. Each of the Board’s committees acts under a written charter, which was adopted and approved by the Board. Copies of the committees’ charters are available at the “Corporate Governance” section of our website, http://www.pennvirginia.com.

Nominating and Governance Committee. All of the Independent Directors are members of the Nominating and Governance Committee. The Nominating and Governance Committee (i) seeks, identifies and evaluates individuals who are qualified to become members of the Board, (ii) recommends to the Board candidates to fill vacancies on the Board, as such vacancies occur and (iii) recommends to the Board the slate of nominees for election as directors by our shareholders at each Annual Meeting of Shareholders. The Committee will consider nominees recommended by shareholders. Shareholder recommendations for director nominees will receive the same consideration by the Board’s Nominating and Governance Committee that other nominations receive. See “Miscellaneous—Shareholder Proposals” and “Miscellaneous—Director Nominations” for a description of the procedures to be followed in making such a recommendation. The Committee recommends individuals as director nominees based on professional, business and industry experience, ability to contribute to some aspect of our business and willingness to commit the time and effort required of a director. The Committee may also consider whether and how a director candidate’s views, experience, skill, education or other attributes may contribute to the Board’s diversity. While the Committee does not require that each individual director candidate contribute to the Board’s diversity, the Committee in general strives, and has succeeded, to ensure that the Board, as a group, is comprised of individuals with diverse backgrounds and experience conducive to understanding and being able to contribute to all financial, operational, strategic and other aspects of our business. Director nominees must possess good judgment, strength of character, a reputation for integrity and personal and professional ethics and an ability to think independently while contributing to a group process. The Committee also recommends to the Board the individual to serve as Chairman of the Board. Additionally, the Committee assists the Board in implementing our Corporate Governance Principles, our non-employee director stock ownership guidelines and our executive officer stock ownership guidelines, confirms that the Compensation and Benefits Committee evaluates senior management, oversees Board self-evaluation through an annual review of Board and committee performance and assists the Independent Directors in establishing succession policies in the event of an emergency or retirement of our CEO. The Committee may obtain advice and assistance from outside director search firms as it deems necessary to carry out its duties. The Nominating and Governance Committee met once in 2013.

Compensation and Benefits Committee. Messrs. Clarke, Krablin and Wright are the members of the Compensation and Benefits Committee, and each is an Independent Director. The Compensation and Benefits Committee is responsible for determining the compensation of our executive officers. The Committee reviews and discusses with management the information contained in this Proxy Statement under the heading

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“Compensation Discussion and Analysis” and recommends that such information be included herein. The Committee also periodically reviews and makes recommendations or decisions regarding our incentive compensation and equity-based plans, provides oversight with respect to our other employee benefit plans and reports its decisions and recommendations with respect to such plans to the Board. The Committee also reviews and makes recommendations to the Board regarding our director compensation policy. The Committee may obtain advice and assistance from outside compensation consultants and other advisors as it deems necessary to carry out its duties. The Compensation and Benefits Committee met six times in 2013.

Audit Committee. Messrs. Clarke, Krablin and Wright and Ms. Perelman are the members of the Audit Committee, and each is an Independent Director. Each of Messrs. Clarke, Krablin and Wright is an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K. Mr. Cloues, the Chairman of the Board, also qualifies as an audit committee financial expert. The Audit Committee is responsible for the appointment, compensation, evaluation and termination of our independent registered public accounting firm, and oversees the work, internal quality-control procedures and independence of our independent registered public accounting firm. The Committee discusses with management and our independent registered public accounting firm our annual audited and quarterly unaudited financial statements and recommends to the Board that our annual audited financial statements be included in our Annual Report on Form 10-K. The Committee also discusses with management earnings press releases and guidance provided to analysts. The Committee appoints, replaces, dismisses and, after consulting with management, approves the compensation of our outside internal audit firm. The Committee also provides oversight with respect to business risk matters, compliance with ethics policies and compliance with legal and regulatory requirements. The Committee has established procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls, auditing and other matters and the confidential anonymous submission by employees of concerns regarding questionable accounting, auditing and other matters. The Committee may obtain advice and assistance from outside legal, accounting or other advisors as it deems necessary to carry out its duties. The Audit Committee met eight times in 2013.

Compensation of Directors

The following table sets forth the aggregate compensation paid to our non-employee directors during 2013:

2013 Director Compensation

Name	Fees Earned or Paid in Cash ($)			Stock Awards ($) (1)			All Other Compensation ($) (2)		Total ($)
John U. Clarke		10,000	(3)		185,000	(4)		0		195,000
Edward B. Cloues, II		170,000			110,000	(5)		4,500		284,500
Steven W. Krablin		70,000			110,000	(6)		0		180,000
Marsha R. Perelman		76,000			110,000	(7)		5,000		191,000
Philippe van Marcke de Lummen		27,692			50,769	(8)		0		78,462
Gary K. Wright		90,000			110,000	(9)		450		200,450

(1) Represents the aggregate grant date fair value of shares of common stock and deferred common stock units granted to our non-employee directors. These amounts were computed in accordance with FASB ASC Topic 718 and were based on the NYSE closing prices of our common stock on the dates of grant. See Note 13 in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2013.

(2) Represents amounts paid by us as matching contributions under our Matching Gifts Program, which we sponsor for our directors, officers and employees to encourage financial support of educational institutions and civic, cultural and medical or science organizations. Under the program, we will match gifts on a three-for-one basis for the first $100 given in a calendar year to an eligible charity and on a one-for-one basis for any additional contributions made to the same charity. The minimum gift which will be matched is $10. The

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total annual matching dollars to all charities is limited to $5,000 per director. The program is available to directors for so long as they are directors of ours. We may suspend, change, revoke or terminate the program at any time.

(3) Mr. Clarke elected to receive all of his cash compensation, other than meeting fees, in shares of our common stock or deferred common stock units.

(4) As of December 31, 2013, Mr. Clarke had 51,107 deferred common stock units outstanding.

(5) As of December 31, 2013, Mr. Cloues had 45,055 deferred common stock units outstanding.

(6) As of December 31, 2013, Mr. Krablin had 14,309 deferred common stock units outstanding.

(7) As of December 31, 2013, Ms. Perelman had 800 stock options and 35,202 deferred common stock units outstanding and 470 shares held in her directors’ deferred compensation account.

(8) Mr. van Marcke died on June 16, 2013. At that time, all of Mr. van Marcke’s outstanding deferred common stock units converted into shares of our common stock.

(9) As of December 31, 2013, Mr. Wright had 69,789 deferred common stock units outstanding and 1,776 shares held in his directors’ deferred compensation account.

Our director compensation policy provides as follows:

In 2013, each non-employee director received an annual retainer of $170,000, consisting of $60,000 of cash and $110,000 worth of equity. The Chairman of the Board received an additional annual cash retainer of $100,000. The Chairman of the Audit Committee received an annual cash retainer of $20,000, the Chairman of the Compensation and Benefits Committee received an annual cash retainer of $15,000 and the Chairman of the Nominating and Governance Committee received an annual cash retainer of $6,000. All annual retainers are payable on a quarterly basis in arrears. In addition to annual retainers, each non-employee director received $2,000 cash for each in person Board meeting he or she attended (whether in person or by telephone).

Effective January 1, 2014, the Board amended our director compensation policy to increase the annual equity compensation from $110,000 to $120,000 and to increase the annual cash retainer payable to the Chairman of the Compensation and Benefits Committee from $15,000 to $20,000.

Directors may elect to take their equity compensation in shares of our common stock or deferred common stock units, or a combination thereof. The actual number of deferred common stock units awarded in any given year is based upon the NYSE closing price of our common stock on the dates on which such awards are granted. Each deferred common stock unit represents one share of our common stock, which vests immediately upon issuance and is distributed to the holder upon termination or retirement from the Board. Directors are restricted from selling such shares until six months after such termination or retirement.

Directors appointed during a year, or who cease to be directors during a year, receive a pro rata portion of cash and deferred common stock units. Directors, including the Chairman of the Board, may elect to receive any cash payments in common stock or deferred common stock units.

Non-Employee Director Stock Ownership Guidelines

We have stock ownership guidelines for our non-employee directors, which require our non-employee directors to own shares of our common stock having a value equal to four times the annual cash retainer payable by us for serving on the Board. As of December 31, 2013, all of our non-employee directors were in compliance with these requirements.

Non-Employee Directors Deferred Compensation Plan

Until 2011, the Penn Virginia Corporation Amended and Restated Non-Employee Directors Deferred Compensation Plan permitted our non-employee directors to defer the receipt of any or all cash and shares of our common stock they received as compensation. All deferrals, and any distributions with respect to deferred shares

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of our common stock, were credited to a deferred compensation account, the cash portion of which is credited quarterly with interest calculated at the prime rate. Our non-employee directors are fully vested at all times in any cash or deferred shares of common stock credited to their deferred compensation accounts. Amounts held in a non-employee director’s deferred compensation account will be distributed to the director on the January 1^st following the earlier to occur of the director reaching age 70 or the retirement, resignation or removal of the director from the Board. Upon the death of a non-employee director, all amounts held in the deferred compensation account of the non-employee director will be distributed to the director’s estate.

On May 4, 2011, we amended the plan to freeze it as to participation such that no future appointed non-employee directors will be eligible to participate in the plan and no existing non-employee directors will be eligible to elect further fee deferrals or share grant deferrals under the plan.

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BENEFICIAL OWNERSHIP OF COMMON STOCK

Unless otherwise indicated, the following table sets forth, as of March 10, 2014, the amount and percentage of our outstanding shares of common stock beneficially owned by (i) each person known by us to own beneficially more than 5% of our outstanding shares of common stock, (ii) each director and nominee for director, (iii) each executive officer named in the Summary Compensation Table under the heading “Executive Compensation—Summary Compensation Table” and (iv) all of our directors and executive officers as a group:

Name of Beneficial Owners	Shares Beneficially Owned (1)			Percent of Class (2)
5% Holders (3):
Citadel Advisors LLC   131 S. Dearborn Street, 32nd Floor Chicago, IL 60603		5,548,126			8.5	%
Soros Fund Management LLC   888 Seventh Avenue, 33rd Floor New York, NY 10106		5,333,509			8.1	%
Dimension Fund Advisors LP   Palisades West, Building One 6300 Bee Cave Road Austin, TX 78746		5,158,639			7.9	%
BlackRock, Inc.   40 East 52nd Street New York, NY 10022		5,143,511			7.8	%
Highbridge Capital Management, LLC   40 West 57th Street, 33rd Floor New York, NY 10019		5,083,840	(4)		7.2	%
The Vanguard Group, Inc.   100 Vanguard Boulevard Malvern, PA 19355		3,831,471			5.8	%
JVL Advisors, LLC   10000 Memorial Drive, Suite 550 Houston, TX 77024		3,478,851			5.3	%
Directors:
John U. Clarke		118,545	(5)		—
Edward B. Cloues, II		121,687	(6)		—
Steven W. Krablin		59,832	(7)		—
Marsha R. Perelman		148,551	(8)		—
H. Baird Whitehead		827,760	(9)		1.3	%
Gary K. Wright		71,565	(10)		—
Executive Officers:
Steven A. Hartman		222,662	(11)
John A. Brooks		246,091	(12)		—
Nancy M. Snyder		358,230	(13)		—
All directors and executive officers as a group (9 persons)		2,174,923	(14)		3.2	%

(1) Unless otherwise indicated, all shares are owned directly by the named holder and such holder has sole power to vote and dispose of such shares. Shares owned by directors and executive officers include all options that are exercisable by the named holder and all restricted stock units payable to the named holder prior to May 10, 2014.

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(2) Based on 65,546,607 shares of our common stock issued and outstanding on March 10, 2014. Unless otherwise indicated, beneficial ownership is less than 1% of our common stock.

(3) All such information is based on information furnished to us by the respective shareholders or contained in filings submitted to the SEC, such as Schedules 13D and 13G.

(4) Includes 5,004,177 shares of our common stock issuable upon conversion of our 6% Series A convertible perpetual preferred stock.

(5) Includes 51,107 deferred common stock units. See “Corporate Governance—Compensation of Directors” for a description of a “deferred common stock unit.”

(6) Includes 45,055 deferred common stock units.

(7) Includes 14,309 deferred common stock units.

(8) Includes 470 shares held in Ms. Perelman’s directors’ deferred compensation account; and 35,202 deferred common stock units.

(9) Includes options to purchase 514,158 shares; 102,302 restricted stock units payable prior to May 10, 2014; and 12,901 shares held in Mr. Whitehead’s deferred compensation account.

(10) Reflects 1,776 shares held in Mr. Wright’s directors’ deferred compensation account; and 69,789 deferred common stock units.

(11) Includes options to purchase 132,381 shares; 46,888 restricted stock units payable prior to May 10, 2014; and 1,215 shares held in Mr. Hartman’s deferred compensation account.

(12) Includes options to purchase 167,333 shares; 59,676 restricted stock units payable prior to May 10, 2014; and 2,326 shares held in Mr. Brooks’ deferred compensation account.

(13) Includes options to purchase 221,820 shares; 42,626 restricted stock units payable prior to May 10, 2014; 230 shares held by Ms. Snyder as custodian for a minor child; and 21,509 shares held in Ms. Snyder’s deferred compensation account.

(14) Includes options to purchase 1,035,692 shares; 251,492 restricted stock units payable prior to May 10, 2014; 2,246 shares held in directors’ deferred compensation accounts; 215,462 deferred common stock units; 230 shares held by Ms. Snyder as custodian for a minor child; and 37,951 shares held in the deferred compensation accounts of executive officers.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our officers, directors and beneficial owners of more than 10% of our common stock to file, by a specified date, reports of beneficial ownership and changes in beneficial ownership with the SEC and to furnish copies of such reports to us. We believe that all such filings were made on a timely basis in 2013.

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EXECUTIVE COMPENSATION

Executive Officers

Set forth below is information regarding the age, positions and offices held with us and the business experience of each of our executive officers.

Age, Position with the Company and Business Experience	Officer of the Company Since
H. Baird Whitehead (see page 6)		2001
Steven A. Hartman, age 47 Mr. Hartman has served as our Senior Vice President and Chief Financial Officer since December 2010. He served as our Vice President and Treasurer from July 2006 to December 2010, as our Assistant Treasurer and Treasury Manager from September 2004 to July 2006 and as our Manager, Corporate Development from August 2003 to September 2004. Mr. Hartman also served as Vice President and Treasurer of PVG GP, LLC, the general partner of Penn Virginia GP Holdings, L.P., from September 2006 to June 2010 and of Penn Virginia Resource GP, LLC, the general partner of Penn Virginia Resource Partners, L.P., from July 2006 to June 2010. Prior to joining the Company, Mr. Hartman was employed by El Paso Corporation and its publicly traded spin-off, GulfTerra Energy Partners, L.P., in a variety of financial and corporate-development related positions.		2010
Nancy M. Snyder, age 61 Ms. Snyder has served as our Executive Vice President since May 2006, as our Chief Administrative Officer since May 2008, as our Senior Vice President from February 2003 to May 2006, as our Vice President from December 2000 to February 2003 and as our General Counsel and Corporate Secretary since September 1997. Ms. Snyder also served as Vice President and General Counsel of PVG GP, LLC, the general partner of Penn Virginia GP Holdings, L.P., from September 2006 to June 2010 and as Chief Administrative Officer from May 2008 to June 2010 and as Vice President and General Counsel of Penn Virginia Resource GP, LLC, the general partner of Penn Virginia Resource Partners, L.P., from July 2001 to June 2010 and as Chief Administrative Officer from May 2008 and June 2010. Ms. Snyder currently serves on the board of directors of SunCoke Energy Partners GP LLC, the general partner of SunCoke Energy Partners, L.P. (since January 2013).		1997
John A. Brooks, age 52 Mr. Brooks has served as our Executive Vice President and Chief Operating Officer since January 2014. He also served as our Executive Vice President, Operations from February 2013 to January 2014, as our Senior Vice President from February 2012 to February 2013, as our Vice President from May 2008 to February 2012, as Vice President and Regional Manager of Penn Virginia Oil & Gas Corporation from October 2007 to February 2012, as Operations Manager of Penn Virginia Oil & Gas Corporation from January 2005 to October 2007 and as Drilling Manager of Penn Virginia Oil & Gas Corporation from February 2002 to January 2005.		2011

Compensation Discussion and Analysis

Set forth below is a discussion and analysis of our compensation policies and practices regarding our CEO, our CFO and the other executive officers named in the Summary Compensation Table included on page 32 of this Proxy Statement. All references to “the Committee” in this “Compensation Discussion and Analysis” section refer to our Compensation and Benefits Committee, and all references to “our NEOs” refer to the following executive officers named in the Summary Compensation Table:

• H. Baird Whitehead, President and Chief Executive Officer

• Steven A. Hartman, Senior Vice President and Chief Financial Officer

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• John A. Brooks, Executive Vice President and Chief Operating Officer

• Nancy M. Snyder, Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary

Executive Summary

Overview of Our 2013 Performance

2013 was transformational for us as we successfully repositioned the Company as an oil and liquids dominant producer from our previous heavy concentration on natural gas production. Our progress was rewarded as evidenced by a substantial increase in shareholder value. Our 2013 total shareholder return, or “TSR,” was 114%, which was tied for the second highest TSR in our peer group. Highlights of the year included the following:

• We acquired $400 million of primarily oil- and natural gas liquid, or “NGLs” -rich reserves located mostly contiguous to our legacy reserves in the “volatile oil window” of the Eagle Ford Shale, or our “Eagle Ford Acquisition.”

• We increased our proved oil reserves by approximately 144%, representing approximately 45% of our total proved reserves, up from 22% in 2012.

• We expanded our Eagle Ford Shale lease position by over 19% to approximately 80,000 net acres. From the end of 2013 until March 14, 2014, we have acquired an additional approximately 6,400 net Eagle Ford acres.

• We estimate that we increased our Eagle Ford drilling inventory by approximately 26% to approximately 1,125 locations. We believe that this is an eleven-year inventory of drilling locations based on current rates of development.

• In December 2013, we entered into an agreement to sell our Eagle Ford Shale natural gas gathering and gas lift assets for $100 million (approximately $94 million net to us), which closed in January 2014, or our “Midstream Disposition.”

• We elected to defer drilling our dry gas assets in East Texas, which are held by production, until such time as higher natural gas prices justify renewed investment.

Our 2013 Say-on-Pay Vote

At our Annual Shareholders Meeting held on May 1, 2013, approximately 95% of our shareholders voting on our “say-on-pay” proposal voted FOR the compensation paid to our NEOs as set forth in the “Executive Compensation” section of our 2013 Proxy Statement. We believe that this positive vote was a result of our strong commitment to aligning executive compensation with shareholder interests, our significant accomplishments in 2012 as described in our 2013 Proxy Statement, our long history of paying our NEOs compensation that is reasonable both in light of our and their performance and as compared to our peers and the conservative character of our compensation programs in general:

• We focus on “pay-for-performance,” particularly with respect to TSR performance.

• 50% of the long-term equity compensation awarded to our NEOs in 2013 was “at risk,” comprised of 30% performance-based restricted stock units and 20% stock options.

• Total 2013 compensation for our NEOs, as a group, and for our CEO in particular, was generally at the 50^th percentile of our peers. See “—Executive Compensation.”

• Our Amended and Restated Annual Incentive Cash Bonus and Long-Term Equity Compensation Guidelines, or the “Incentive Award Guidelines,” provide for a bonus pool which limits the aggregate amount of annual cash bonuses that we can pay to all employees and the size of which is determined, subject to certain discretion retained by the Committee and described under “—Executive Compensation—2013-Related Annual Incentive Cash Bonuses,” based on quantitative criteria established at the beginning of the year.

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• Our NEOs do not have employment agreements.

• The Change of Control Severance Agreements for our executive officers provide for double-triggered payouts with no “tax gross ups.” See “Change-in-Control Arrangements.”

• We do not reimburse our executive officers for any tax obligations.

• We prohibit our executive officers and other employees from engaging in any hedging activities. See “—Policy Prohibiting Hedging.”

• The differential between our CEO’s total annual compensation and that of all of our other employees is appropriate. See “—Internal Pay Equity at Our Company.”

• We provide limited perquisites to our executive officers, other employees and retired executives. See “Summary Compensation Table.”

• We do not have a pension plan, and, except for an aggregate $43,816 contributed by us in connection with hirings made in 2001 and 2002, we have never contributed to our Supplemental Employee Retirement Plan. See “Nonqualified Deferred Compensation.”

• We have never repriced or replaced options, and we are prohibited from doing so by our 2013 Amended and Restated Long-Term Incentive Plan, or the “Equity Plan.”

Compensation Philosophy

To implement our corporate strategy to exploit and continue to grow our oil and NGL reserves, we must be able to attract, retain and develop employees with the appropriate experience, motivation and skills to grow an oil and natural gas exploration and production company that operates safely in an environmentally conscious and cost and time efficient manner and has the ability to react to economic and other developments in a cyclical and volatile industry. The Committee believes that setting appropriate compensation levels consistent with our objectives involves balancing several competing needs and desires, including:

• Our desire to increase shareholder value;

• Our shareholders’ desire for attractive rates of return;

• Our desire to attract and retain personnel with the skills, educational qualifications and experience to enable us to grow and achieve our business goals;

• Our employees’ desire to be adequately compensated for their services, consistent with comparable positions in the market;

• Our employees’ desire for career advancement; and

• Our competitors’ demand for the services of our employees.

This philosophy is reflected in our compensation program objectives described below.

Objectives of Our Compensation Program

Our compensation program is based on the following objectives:

• Accountability—Executives should be held accountable for our annual performance and the achievement of our longer-term strategic goals as well as their own individual performance over both the short- and long-term. We satisfy this objective by tying compensation to the achievement of financial, strategic and operational goals based on both short- and long-term corporate and individual performance measures. See “—Executive Compensation—2013-Related Annual Incentive Cash Bonuses,” “—Executive Compensation—Long-Term Equity Compensation Granted in 2013” and “Executive Compensation—Individual Performance Metrics.”

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• Drive Desired Behaviors—Our compensation program, particularly regarding incentive compensation, should be designed to drive desired behaviors consistent with our values and to achieve stated goals. We satisfy this objective by setting performance metrics for us and our executives that we believe will drive these behaviors and achieve our goals. Furthermore, while achievement of some goals, such as those related to purely financial or operational results, is easily measurable using quantitative metrics, achieving some of the other important goals we set for our executives, such as strategy- or leadership-related goals, is not. Therefore, we measure our achievement and the achievement of our executives using both quantitative and qualitative metrics. See “—Executive Compensation—2013-Related Annual Incentive Cash Bonuses” and “—Executive Compensation—Individual Performance Metrics.”

• Align Interests of Executives and Shareholders—Executive compensation should balance and align the interests of our executives with those of our shareholders by rewarding increased shareholder return. We satisfy this objective in several ways. For example, a significant portion of our executives’ compensation is at risk in the form of equity or equity-based compensation, and we have made the payout levels under our NEOs’ performance-based restricted stock units dependent solely upon our peer-relative TSR. See “—Executive Compensation—Long-Term Equity Compensation Granted in 2013.”

• Flexible Enough to Respond to Changing Circumstances—We are in a cyclical and volatile business so we should have a flexible compensation program that is responsive to different circumstances at various points in time. To meet this objective, the Committee retains certain discretion to award higher or lower compensation than performance metrics would indicate if circumstances so warrant, and to add, delete or change the significance of compensation performance metrics during any year. For example, in February 2012, because of our poor stock price performance during 2011, our Committee exercised discretion to award our NEOs total compensation that was more than 50% lower than the amounts for which they were eligible based on their individual and our corporate metrics. In February 2014, our Committee exercised discretion to increase the bonus pool available for all of our employees by approximately five percent above the amount which the bonus pool would have been based on a purely formulaic computation contained in the Incentive Award Guidelines. The reason for this decision is described in detail below under “—Executive Compensation—2013-Related Annual Incentive Cash Bonuses.” The Committee, with the assistance of its independent compensation consultant, also monitors industry and general market conditions, changes in our business, changes in legal, accounting and tax regulations and other developments that may, from time to time, require modification of our compensation program to ensure that it is properly structured to achieve its objectives.

• Industry Competitive—Total executive compensation should be industry-competitive so that we can attract, retain and motivate talented executives with the experience and skills necessary for our success. We satisfy this objective by staying apprised, through our own research and with the assistance of the Committee’s independent compensation consultant, of the amounts and types of executive compensation that our peers pay as well as general industry trends. In early 2013, the Committee’s independent compensation consultant advised us that our NEOs’ long-term equity compensation was low as compared to our peers, and, in May 2013, the Committee increased the portion of our NEOs’ compensation paid in long-term equity. See “—How Compensation is Determined” and —“Executive Compensation—Long-Term Equity Compensation Granted in 2013.”

• Internally Consistent and Equitable—Executive compensation should be internally consistent and equitable. We satisfy this objective by considering not only peer benchmarks, but also our NEOs’ individual capabilities, levels of experience, tenure, positions and responsibilities when setting their compensation.

• Appropriate for the Employee—The type of compensation paid to any employee should be appropriate considering the level of the employee—more senior executives should have more of their incentive compensation at risk and tied to corporate and individual performance because they are typically in a position to have a larger impact on our overall performance. For awards granted in May 2013, our

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NEOs’ long-term equity compensation was comprised of 30% performance-based restricted stock units payable in cash, 50% time-based restricted stock units payable in stock and 20% stock options, while our vice presidents received approximately 50% stock options and approximately 50% time-based cash awards and other employees received either 100% time-based cash awards or no long-term compensation, depending on their positions.

• Fair Protection in the Event of Change-of-Control—We should provide fair protection to our NEOs in the event of a termination of employment associated with a change in control. See “Change-In-Control Arrangements.”

How Compensation Is Determined

Committee Process. The Committee generally targets the total compensation for each NEO at approximately the 50^th percentile of executive officers of our peers with comparable experience, responsibilities and position within the organization. However, given the importance of executive accountability for our performance as well as for individual performance, the Committee recognizes that compensation for any NEO could exceed such 50^th percentile targets, reflecting a reward for exceptional Company or individual performance, or be lower than such 50^th percentile targets, reflecting Company or individual underperformance. The Committee also considers each of our NEO’s level of experience in his or her current position. The performance metrics applicable to, and the Committee’s rationale behind, our NEOs’ 2013 compensation are described in detail below under “Executive Compensation.”

Because all of our NEOs other than our CEO report directly to, and work on a daily basis with, our CEO, the Committee reviews and discusses with our CEO his evaluation of the performance of each of our other NEOs against their individual performance goals. The Committee gives considerable weight to our CEO’s evaluations when assessing our other NEOs’ performance and determining their compensation. The Committee bases its independent evaluation of our CEO, and our CEO bases his evaluation of each of our other NEOs, primarily on whether we met or exceeded certain quantitative corporate performance metrics and whether the NEO met or exceeded certain quantitative and qualitative individual performance metrics that are specifically tailored for each NEO. Those achievement levels are considered in the context of our TSR and any other factors the Committee deems appropriate. Our NEOs’ annual incentive cash bonuses are also limited by the amount of cash in the bonus pool, which is computed annually based on our level of achievement of certain quantitative financial and operational metrics, subject to the discretion of the Committee to increase or decrease the bonus pool by up to 15%. See “—Executive Compensation—2013-Related Annual Incentive Cash Bonuses” for a description of the metrics used to compute the 2013 cash bonus pool and the metrics that will be used to compute the 2014 cash bonus pool. The performance metrics for each NEO are focused on factors over which such NEO has some control and which should have a positive effect on our operations and financial performance and, therefore, our stock price. The weight given any one metric and the mix of metrics included in determining amounts of compensation are determined early in each year and vary among our NEOs depending on their positions and principal areas of responsibility. Given the cyclical and volatile nature of our business, the relevance and the relative importance of any of these metrics may change from time to time, even within the same year, depending on our strategic objectives, operational needs and the general business and regulatory environments. For this reason, the Committee uses reasonable discretion and may change these performance metrics from year to year and may, as noted previously, adjust actual awards made with respect to any year if circumstances warrant. See “—Compensation Philosophy” and “—Executive Compensation” below for discussions regarding the Committee’s use of this discretion in 2012 to significantly reduce our NEO’s compensation and in 2014 to increase the bonus pool used to pay all of our employees’ annual cash bonuses.

Independent Compensation Consultant. In 2013, the Committee engaged Frost HR Consulting, or “Frost,” as its independent compensation consultant to assist in a general review of the compensation packages for our NEOs, as well as to provide advice and information regarding the design and implementation of our executive compensation program. Frost also provided updates and information to the Committee about regulatory and other developments that may affect our executive compensation program. Frost provided the Committee with

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competitive industry and general market-related analyses and trends for executive base salary, short-term incentives, long-term incentives, benefits and perquisites. The only services that Frost provides to us are executive and director compensation consulting services to the Committee. To ensure Frost’s independence:

• The Committee directly retained and has the authority to terminate Frost.

• Frost reports directly to the Committee and its Chairperson.

• Frost meets regularly in executive sessions with the Committee.

• Frost has direct access to all members of the Committee during and between meetings.

• Interactions between Frost and management generally are limited to data gathering and discussions regarding information which has or will be presented to the Committee.

• The amount of fees paid by the Company to Frost in 2013 were insignificant as a percentage of Frost’s 2013 total revenue.

• The Committee confirmed that Frost consultants do not own any of our stock.

• The Committee confirmed that neither Frost nor Frost consultants have any business or personal relationship with any of our executive officers or any Committee member.

• Frost has in place policies and procedures that are designed to prevent conflicts of interest.

Peer Benchmarks. Set forth below is a list of the companies comprising our peer group for purposes of 2013 compensation, which is referred to as our “Peer Group.” Frost helped the Committee determine the appropriate peer group based on revenues, assets, capitalization and scope of operations. Our 2013 Peer Group was the same as our 2012 Peer Group, except that we deleted Berry Petroleum Company, which was acquired by Linn Energy in 2013.

Approach Resources, Inc.	PDC Energy, Inc.
Carrizo Oil & Gas, Inc.	PetroQuest Energy, Inc.
Comstock Resources Inc.	Rex Energy Corporation
Forest Oil Corporation	Rosetta Resources, Inc.
Goodrich Petroleum Corporation	Stone Energy Corporation
Magnum Hunter Resources Corporation	Swift Energy Company

Incentive Award Guidelines. The Incentive Award Guidelines provide for the establishment of an annual cash bonus pool for all employees. The Incentive Award Guidelines also set forth the criteria to be used for determining the annual cash bonus and long-term equity compensation awards for our executive officers. See “—Executive Compensation.”

Executive Compensation

We pay our NEOs a base salary and provide them an opportunity to earn an annual incentive cash bonus and an annual long-term equity compensation award.

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2013 and 2014 Base Salaries

In February 2013 and February 2014, the Committee determined that base salaries payable to our NEOs in those years were as follows:

	Salary ($)
Name and Principal Position	2014		2013
H. Baird Whitehead		625,000		550,000
President and Chief Executive Officer
Steven A. Hartman		345,000		325,000
Senior Vice President and Chief Financial Officer
John A. Brooks		385,000		350,000
Executive Vice President and Chief Operating Officer
Nancy M. Snyder		335,000		325,000
Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary

We strive to make our NEOs’ base salaries both industry-competitive and reflective of their respective capabilities, levels of experience, tenure, positions and responsibilities, as well as general economic conditions and internal pay equity.

In raising Messrs. Whitehead’s and Hartman’s 2014 base salary, the Committee considered that, according to information provided by Frost, their 2013 base salaries were below the median of CEOs and CFOs in our Peer Group. With these increases, Mr. Whitehead’s 2014 base salary falls between the median and 75^th percentile of our Peer Group, and Mr. Hartman’s base salary falls at the median of our Peer Group. Mr. Brook’s salary was raised in connection with his recent promotion to Executive Vice President and Chief Operating Officer. According to Frost’s data, both Mr. Brook’s and Ms. Snyder’s base salaries fall between the 25^th percentile and median of our Peer Group.

2013-Related Annual Incentive Cash Bonuses

The opportunity to earn an annual cash bonus creates a strong financial incentive for our NEOs to achieve or exceed a combination of near-term corporate and individual goals, which typically are set by the Committee during the first quarter of each year. See “Executive Compensation—Individual Performance Metrics.” In February 2014, the Committee awarded the following annual incentive cash bonuses to our NEOs with respect to their services in 2013:

	Cash Bonus
	(% of 2013 Salary)		($)
Name	Target		Target		Paid
H. Baird Whitehead		100		550,000		575,000
Steven A. Hartman		80		260,000		270,000
John A. Brooks		80		280,000		290,000
Nancy M. Snyder		80		260,000		260,000

Our NEOs’ annual incentive cash bonuses are paid out of a cash bonus pool the size of which is determined based on our level of achievement, as compared to our annual budget, of several purely quantitative Company financial and operational performance metrics, which the Committee typically sets early in the year. The cash bonus pool metrics applicable to 2013 and 2014 are described below under “Size of the Cash Bonus Pool.”

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The size of the cash bonus pool is computed such that, if we meet our budget goal with respect to every performance metric, the pool will be in an amount sufficient to pay all of our participating employees, including our NEOs, their target annual incentive cash bonuses. Under the Incentive Award Guidelines, the Committee may increase or decrease the cash bonus pool by 15% each year if circumstances warrant. The Incentive Award Guidelines also permit the Committee to add, delete or change the relative significance of our cash bonus pool performance metrics at any time if circumstances warrant. Subject to the Committee’s discretion to increase the cash bonus pool by 15%, the aggregate annual incentive cash bonuses paid to all of our employees, including our NEOs, cannot exceed the amount of the cash bonus pool. The flexibility the Committee retains with respect to the size of the cash bonus pool and the cash bonus pool performance metrics is consistent with our belief that our cyclical and volatile business requires that we have a flexible compensation program responsive to different circumstances and different requirements at various points in time. See “—Compensation Philosophy.”

The cash bonus pool defines the total amount of cash available to pay annual incentive cash bonuses, but not the allocation of actual bonus awards. After the cash bonus pool has been computed, the Committee determines the actual amount of our executive officers’ annual incentive cash bonuses, if any, based on the following criteria:

Size of the Cash Bonus Pool. Our 2013 cash bonus pool funded at 91% based on the level of our achievement of the five 2013 cash bonus pool weighted performance metrics, which were set by the Committee in February 2013 and are shown in the chart below. As permitted by the Incentive Award Guidelines, and consistent with its philosophy that it should retain reasonable discretion with respect to compensation awards so that those awards are reflective of circumstances in general, the Committee exercised its discretion to adjust the bonus pool metrics to exclude the effects of certain non-cash accounting items, which were either not performance-related or resulted in unduly penalizing good performance. Certain of these changes caused the bonus pool to increase and others caused it to decrease. The adjustments to the bonus pool metrics are described in the footnotes in the chart below. The Committee also exercised discretion to increase the bonus pool by approximately five percent. In making this decision, the Committee considered our 2013 TSR of 114% and our other several significant accomplishments in 2013. See “—Overview of Our 2013 Performance.” The Committee has also exercised discretion to reduce our bonuses. In 2012, the Committee reduced the size of the annual cash bonuses paid to our NEOs by over 50% of the amount for which they were eligible due principally to our poor 2011 TSR. See “2011-Related Executive Compensation” and “2011-Related Annual Incentive Cash Bonuses” on pages 27-31 of our 2012 Proxy Statement.

The chart below describes the 2013 cash bonus pool metrics. The Committee chose these particular metrics because the Committee believed that these metrics would drive our near-term success and, therefore, our stock price over the long term. Frost advised the Committee that these metrics are commonly used by our Peer Group, and by the oil and gas industry generally, to measure success.

Performance Metric	Weighting Factor	Target Performance	Actual Performance	Percent of Target Achieved	Payout Level Percent (1)
Production	30%	7,131 MBOE	6,824 MBOE	96%	90%
Drilling finding and development costs per BOE (2)(3)	25%	$25.42	$27.91	90%	80%
NAV per share (4)(5)	15%	$16.17	$15.98	99%	100%
EBITDAX (6)(7)	15%	$373.4 million	$348.6 million	93%	90%
Cash costs per BOE (8)	15%	$16.90	$16.75	101%	100%
					91%

(1) Represents the bonus pool payout percentage based on the percent of target achieved, as set forth in the Incentive Award Guidelines.

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(2) Drilling finding and development costs per BOE, or “Drilling F&D per BOE,” is defined as (x) our cash drilling and completion capital costs related to all wells completed or identified as dry holes during the applicable year (including any capital costs incurred in any previous year related to the drilling of, or otherwise in connection with, such wells), divided by (y) our proved reserves developed as a result of such wells measured in BOE, by our independent third party engineering firm.

(3) Excludes costs associated with certain non-operated wells.

(4) NAV per share is defined as (x) the value of our oil and gas assets plus cash on hand minus our long-term debt minus the value of our convertible preferred stock, in each case as set forth in our audited 2013 financial statements, divided by (y) the weighted average total number of fully diluted shares of our common stock issued and outstanding during 2013.

(5) Excludes the effects of the following non-cash items: impairments, unproved property amortization and capitalized interest.

(6) EBITDAX is defined as earnings before interest, income taxes, depreciation, depletion and amortization expenses, exploration expenses, impairments and other non-cash losses or non-cash income, and excluding extraordinary gains or losses. For a reconciliation of this non-GAAP financial measure to GAAP-based measures, see Appendix A to this Proxy Statement.

(7) Excludes the effects of performance-based restricted stock unit expense, which is a non-cash item, and which increased significantly due to the significant increase in our stock price.

(8) Cash costs per BOE is defined as (x) our cash lease operating, gathering, processing and transportation expenses, production and ad valorem taxes and general and administrative expenses, divided by (y) our production, in each case as set forth in our audited 2013 financial statements.

In February 2014, the Committee reviewed the types and weightings of our cash bonus pool performance metrics in light of what it determined to be the most important behaviors to drive in 2014 given 2013 results and our 2014 corporate goals and strategy and decided that the 2014 cash bonus pool metrics are as follows: production (25%), leverage ratio (25%), drilling finding and development costs per BOE (25%) and cash costs per BOE (25%).

Our NEOs’ Annual Incentive Cash Bonus Targets—The Incentive Award Guidelines provide for annual incentive cash bonus targets for our NEOs. The table below shows our NEOs’ targets. According to information provided by Frost, these targets are comparable to the cash bonus targets used by our Peer Group for executive officers with comparable experience, responsibilities and position within the organization.

Name	2013 Target
H. Baird Whitehead	100
Steven A. Hartman	80
John A. Brooks	80
Nancy M. Snyder	80

In February 2014, the Committee increased Mr. Brooks’ 2014 cash bonus target to 90% in connection with his recent promotion to Chief Operating Officer.

Individual Performance Metrics—The Committee considered whether our NEOs met or exceeded their individual performance metrics, which had been approved by the Committee in February 2013, and concluded that our NEOs generally met almost all of their target performance metrics. See “—Individual Performance Metrics” below.

Peer Comparison Data—As described above under “How Compensation is Determined,” the Committee targets our NEOs’ total compensation to fall at approximately the 50^th percentile of executive officers in our Peer Group with comparable experience, responsibilities and position within the organization. The cash bonus targets shown above are intended to result in our NEOs receiving annual cash bonuses in amounts that are competitive with our Peer Group and which constitute a reasonable and Peer Group-comparable portion of our NEOs’ total compensation.

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Other Criteria and Considerations—The Committee also considered our 114% 2013 TSR and our other significant accomplishments in 2013 described above in “Overview of Our 2013 Performance.”

Long-Term Equity Compensation Granted in 2013

The opportunity to earn an annual long-term equity award creates a strong financial incentive for our NEOs to promote our long-term financial and operational success and, along with our executive stock ownership guidelines, encourages NEO stock ownership. See “—Executive Stock Ownership Guidelines.” Long-term equity compensation awards are expressed in dollar values at grant, and we have paid those awards in the form of performance-based restricted stock units payable in cash, time-based restricted stock units payable in shares, stock options or a combination of these awards. The actual number of performance-based restricted stock units awarded is based on a Monte Carlo simulation of potential outcomes. The actual number of time-based restricted stock units awarded is based on the NYSE closing prices of our common stock on the dates of grant. The actual number of stock options awarded is based on a weighted-average value of all options granted to our employees on the date of grant using the Black-Scholes-Merton option-pricing formula. In 2013, the Committee awarded long-term equity compensation to our NEOs comprised of 30% performance-based restricted stock units payable in cash, 50% time-based restricted stock units payable in shares and 20% stock options.

We have historically granted long-term equity incentive compensation awards to our NEOs in February of each year at the same time that the Committee grants bonuses and determines base salaries. However, in 2013, the Committee decided to wait to make equity grants to our NEOs until after our 2013 Annual Meeting of Shareholders in May so that it could consider the results of our shareholders’ vote on certain Equity Plan amendments when granting those awards. We intend to continue making equity awards in May of each year so that the Committee has the opportunity to consider shareholder views on any compensation-related matters included in our annual proxy statement. Our equity awards are performance-based on both an historical basis, since the Committee considers performance during the previous year to set the grant date value of long-term equity awarded, and a forward-looking basis, since (i) the Committee also considers our NEOs’ continuing services over time, (ii) awards that vest over time will increase or decrease in value depending on our future stock price and (iii) awards that are paid out based on performance measures will pay at a much lower rate if our performance during the specified performance period is below expectations and at a higher rate if our performance is above expectations.

The chart below shows the amounts of long-term equity incentive compensation awarded by the Committee to our NEOs in May 2013 as compared to their long-term equity incentive compensation targets.

Name	2012 Target %		Eligible $		Amount Paid $		% of 2012 Base Salary Paid
H. Baird Whitehead		300-600		1,650,000 – 3,300,000		2,400,000		416
Steven A. Hartman		200-400		650,000 – 1,300,000		1,100,000		323
John A. Brooks		200-400		700,000 – 1,400,000		1,400,000		382
Nancy M. Snyder		200-400		650,000 – 1,300,000		1,000,000		293

As required by the Incentive Award Guidelines, the Committee considered the following factors when awarding our NEOs the foregoing amounts of long-term equity compensation:

Our NEOs’ Target Equity Compensation Percentage—As with annual cash bonus targets, our NEOs’ long-term equity incentive compensation targets are intended to result in them receiving long-term equity awards that are industry-competitive. According to information provided by Frost, our NEOs’ 2013 long-term equity compensation targets were generally comparable to those of our Peer Group. See “Peer Comparison Data” below.

Individual Performance Metrics—The Committee noted that our NEOs had generally met almost all of their individual performance metrics, which had been approved by the Committee in February 2012. A detailed discussion of the individual performance metrics applicable to the amounts of the May 2013 equity awards was included under the heading “Individual Performance Metrics” on pages 36-38 in our 2013 Proxy Statement.

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Peer Comparison Data—As a percent of base salary, our NEOs’ long-term equity compensation awarded in May 2013 was generally between the 50^th and 75^th percentiles of our Peer Group. When granting these awards, the Committee recognized that compensation awarded to our NEOs the previous year, in February 2012, was generally at or below the 25^th percentile of our Peer Group, particularly with respect to the long-term equity portion, and that as a result, we were increasingly at risk of losing our NEOs to other companies with which we compete for executive talent as we continued to transform from a small predominantly natural gas producer to a larger predominantly oil and NGL producer. The Committee also recognized that our peer-related TSR had improved significantly in 2012 from being last in our Peer Group in 2011 to being fifth in the same Peer Group in 2012, or between the 50^th and 75^th percentiles. With this in mind, the Committee awarded long-term equity compensation to our NEOs in 2013 in amounts which generally fell between the 50^th and 75^th percentiles of our Peers.

Contribution to the Company—The Committee considered the relative importance to the success of our execution of our strategic objectives of retaining and incentivizing each NEO beyond the current year.

Individual Performance Metrics

The Incentive Award Guidelines require that the Committee set individual performance metrics for each NEO in the first quarter of each year. The following charts show the individual performance metrics applicable to each of our NEOs for 2013 and the level of achievement with respect to each metric:

MR. WHITEHEAD

Corporate Measures	Quantitative Criteria	Target Performance	Actual Performance	Percent of Target         Achieved
Each weighted at	NAV per share	$16.17	$15.98	99%
10%	Production	7,131 MBOE	6,824 MBOE	96%
	EBITDAX	$373.4 million	$348.6 million	93%
	Drilling F&D per BOE	$25.42	$27.91	90%
	Cash costs per BOE	$16.90	$16.75	101%

In addition to the results of these quantitative metrics, in awarding Mr. Whitehead his 2013-related annual cash bonus, the Committee considered, among other things, the following accomplishments of Mr. Whitehead, which are weighted, in the aggregate, at 50%:

• Promoted and oversaw our Eagle Ford Acquisition and the successful integration of that acquisition into our operations.

• Promoted our Midstream Disposition.

• Promoted transactions which, among other things, increased our liquidity, including sales of non-core assets and the refinancing of our $300 million 10-3/8% senior notes due in 2016, or the “2016 Note Refinancing,” with the proceeds of our issuance of $775 million 8-1/2% senior notes due in 2020, or the “2020 Notes,” which reduced our annual interest expense by over $5.6 million and extended our senior debt maturity by three years.

• Kept our strategy focused on continuing our transition from a small predominately natural gas producer to a larger predominantly oil and NGL producer, with proved oil reserves increasing by approximately 144% in 2013 and comprising approximately 45% of our total proved reserves, up from 22% in 2012.

• Promoted the approximately 19% expansion of our Eagle Ford Shale net acreage position (including our Eagle Ford Acquisition), which added approximately 292 new locations to our Eagle Ford drilling inventory.

• Participated in an active investor relations program, including four quarterly public teleconferences and 14 investor conferences, with more than 250 “one-on-one” investor meetings, one sales force presentation and seven road shows held during 2013.

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MR. HARTMAN

Corporate Measures	Quantitative Criteria	Target Performance	Actual Performance	Percent of Target         Achieved
Each weighted at	NAV per share	$16.17	$15.98	99%
13.33%	EBITDAX	$373.4 million	$348.6 million	93%
	Cash costs per BOE	$16.90	$16.75	101%

In addition to the results of these quantitative metrics, in awarding Mr. Hartman his 2013-related annual cash bonus, the Committee considered, among other things, that Mr. Hartman also fulfilled several other individual goals and objectives, which were weighted, in the aggregate, at 60%, including the following:

• Oversaw the financing of our Eagle Ford Acquisition.

• Managed the 2016 Note Refinancing and the issuance of the 2020 Notes.

• Devised and executed a financial plan which maintained our liquidity with leverage at not greater than 3.4x and resulted in credit availability at year end of more than $300 million (in each case, pro forma for our Midstream Disposition).

• Managed the banking processes whereby the borrowing base for our credit facility was increased from $300 million at January 1, 2013 to $425 million at December 31, 2013.

• Oversaw the hedging of a significant portion of expected volumes at attractive prices.

• Together with our Chief Administrative Officer, oversaw the successful conversion of our accounting system in a timely manner and within budget.

• Together with our Executive Vice President and Chief Operating Officer, oversaw the implementation of several processes which improved the accuracy and timeliness of our accounting accruals.

• Oversaw the successful and efficient integration of the accounting processes related to our Eagle Ford Acquisition.

MR. BROOKS

Corporate Measures	Quantitative Criteria	Target Performance	Actual Performance	Percent of Target         Achieved
Each weighted at	NAV per share	$16.17	$15.98	99%
10%	Production	7,131 MBOE	6,824 MBOE	96%
	EBITDAX	$373.4 million	$348.6 million	93%
	Drilling F&D per BOE	$25.42	$27.91	90%
	Cash costs per BOE	$16.90	$16.75	101%

In addition to the results of these quantitative metrics, in awarding Mr. Brooks his 2013-related annual cash bonus, the Committee considered, among other things, that Mr. Brooks had fulfilled several other individual goals and objectives, which were weighted, in the aggregate, at 50%, including the following:

• Implemented certain improvements in fracing design, which contributed to our approximately 33% increase in overall well production.

• Reduced drilling costs in Lavaca and Gonzales Counties by 19% and 8.5% while lateral lengths increased in those counties by 21% and 36%.

• Reduced completion costs in Lavaca and Gonzales Counties by more than 11%.

• Reduced spud-to-rig release time in Lavaca and Gonzales Counties while lateral lengths increased.

• Oversaw the grass roots leasing of approximately 25,000 net acres located adjacent to or near our other Eagle Ford Shale acreage.

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• Directed the implementation of a comprehensive water resource management program.

• Together with our CFO, oversaw the implementation of several processes which improved the accuracy and timeliness of our accounting accruals.

MS. SNYDER

Corporate Measures	Quantitative Criteria	Target Performance	Actual Performance	Percent of Target         Achieved
Each weighted at	NAV per share	$16.17	$15.98	99%
13.33%	EBITDAX	$373.4 million	$348.6 million	93%
	Cash costs per BOE	$16.90	$16.75	100%

In addition to the results of these quantitative metrics, in awarding Ms. Snyder her 2013-related annual cash bonus, the Committee considered, among other things, that Ms. Snyder also fulfilled several other individual goals and objectives, which are weighted, in the aggregate, at 60%, including the following:

• Conducted the successful negotiation of our Eagle Ford Acquisition.

• Oversaw the negotiation and documentation of the issuance of the 2020 Notes and the 2016 Note Refinancing as well as related tender and exchange offers, a bridge loan commitment and credit facility amendments.

• Oversaw the in-house negotiation and documentation of our Midstream Disposition.

• Together with our CFO, oversaw the successful conversion of our accounting system in a timely and within budget manner.

• Oversaw the legal, human resources, information technology and oil and gas marketing functions.

• Oversaw SEC, NYSE and other regulatory compliance and governance matters with no non-compliance issues.

• Assisted the Committee with the structuring and administration of our executive compensation program.

Compensation Risk Assessment

We believe that any risks associated with our compensation policies and practices are mitigated in large part by the following factors and, therefore, that no such risks are likely to have a material adverse effect on us:

• We pay a mix of compensation which includes near-term cash and long-term equity-based compensation.

• We base our annual incentive cash bonus and long-term equity compensation awards on several different performance metrics, which discourages our employees from placing undue emphasis on any one metric or aspect of our business at the expense of others.

• We believe that our performance metrics are reasonably challenging, yet should not require undue risk-taking to achieve.

• Our performance metrics include quantitative financial and operational metrics as well as qualitative metrics related to our operations, strategy and other aspects of our business.

• The performance periods in our new performance-based restricted stock units overlap, and our stock options and time-based restricted stock units vest over a three-year period. This mitigates the motivation to maximize performance in any one period at the expense of others.

• Our NEOs are required to own our stock as provided in our Executive Stock Ownership Guidelines.

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• We believe that we have an effective management process for developing and executing our short-and long-term business plans.

• Our compensation policies and programs are overseen by the Committee.

• The Committee retains an independent compensation consultant.

Executive Stock Ownership Guidelines

We require our executive officers to own shares of our common stock valued at four times base salary, in the case of our CEO, and two times base salary, in the case of our other executive officers, or the “Ownership Guidelines.” As of December 31, 2013, all of our NEOs were in compliance with the Ownership Guidelines.

Internal Pay Equity at Our Company

As discussed above, the Committee believes that comparing our NEOs’ compensation to that of our peers is necessary to assess the overall competitiveness of our compensation programs. However, the Committee also believes that our compensation programs must be internally consistent and equitable.

In implementing this philosophy, the Committee discussed with our Vice President, Human Resources a study conducted by our human resources department which compared our CEO’s total 2013 annual compensation to the total 2013 annual compensation of our employee whose total 2013 annual compensation fell at the median of all of our employees other than our CEO, or our “Median Employee.” For this purpose, total compensation was computed in the same manner as it is computed for the Summary Compensation Table. Our study demonstrated that, for 2013, our CEO’s total annual compensation was approximately 31.5 times greater than the total annual compensation of our Median Employee. The Committee felt that these results reflected an appropriate differential in executive compensation given the wide range of responsibilities and accountability of our CEO and our other employees.

Policy Prohibiting Hedging

We believe that derivative transactions, including puts, calls and options, for our securities carry a high risk of inadvertent securities laws violations and also could afford the opportunity for our employees and directors to profit from a market view that is adverse to us. For these reasons, we prohibit our employees and directors from engaging in any type of derivative transaction in respect of our securities.

Tax Implications

Section 162(m) of the Internal Revenue Code generally precludes a publicly held company from taking a federal income tax deduction for compensation paid in excess of $1 million per year to certain covered officers. Under this section, compensation that qualifies as performance-based is excludable in determining what compensation amount qualifies for tax deductibility. Covered officers include each of our NEOs, except our CFO.

The Committee considers our ability to fully deduct compensation in accordance with the $1 million dollar limitations of Section 162(m) in structuring our compensation programs. However, the Committee retains the authority to authorize the payment of compensation that may not be deductible if it believes such payments would be in our best interests and the best interests of our shareholders. In 2013, Mr. Whitehead’s compensation exceeded this $1 million deductibility limit by $102,671.

The Committee will continue to consider ways to maximize the deductibility of executive compensation while retaining the flexibility to compensate executive officers in a manner deemed appropriate relative to their performance and to competitive compensation levels and practices at peer companies.

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Compensation and Benefits Committee Report

Under the rules established by the SEC, we are required to discuss the compensation and benefits of our executive officers, including our CEO, our CFO and our other NEOs. The Compensation and Benefits Committee is furnishing the following report in fulfillment of the SEC’s requirements.

The Compensation and Benefits Committee has reviewed the information contained above under the heading “Compensation Discussion and Analysis” and has discussed the Compensation Discussion and Analysis with management. Based upon its review and discussions with management, the Compensation and Benefits Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Compensation and Benefits Committee

John U. Clarke (Chairman)

Steven W. Krablin

Gary K. Wright

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Summary Compensation Table

The following table sets forth the compensation paid, during or with respect to the years ended December 31, 2013, 2012 and 2011, to our CEO, our CFO and our two other executive officers for services rendered to us and our subsidiaries:

Summary Compensation Table

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($) (1)(2)		Option Awards ($) (3)		All Other Compensation ($) (4)		Total ($)
H. Baird Whitehead		2013		550,000		575,000		1,919,996		480,000		41,200		3,566,196
President and Chief Executive Officer		2012		450,000		500,000		801,548		141,450		40,900		1,933,898
		2011		450,000		135,000		624,993		624,997		39,600		1,874,590
Steven A. Hartman		2013		325,000		270,000		879,992		219,999		36,600		1,731,591
Senior Vice President and		2012		285,000		230,000		386,752		68,250		36,300		1,006,302
Chief Financial Officer		2011		250,000		75,000		300,001		299,997		36,000		960,998
John A. Brooks		2013		350,000		290,000		1,119,995		279,999		213,200		2,253,194
Executive Vice President and		2012		300,000		250,000		248,203		43,800		36,300		878,303
Chief Operating Officer		2011		251,000		90,000		—		299,997		36,000		676,997
Nancy M. Snyder		2013		325,000		260,000		799,995		199,998		41,200		1,626,193
Executive Vice President, Chief		2012		310,000		245,000		498,102		87,901		39,900		1,180,903
Administrative Officer, General		2011		310,000		93,000		425,003		424,999		39,600		1,292,602
Counsel and Corporate Secretary

(1) Represents the aggregate grant date fair value of time-based restricted stock units and performance-based restricted stock units (2013 and 2012 only) granted by the C&B Committee to our NEOs in consideration for services rendered to us. These amounts were computed in accordance with FASB ASC Topic 718 and were based on the NYSE closing prices of our common stock on the dates of grant, in the case of the time-based restricted stock units, and a Monte Carlo simulation of potential outcomes, in the case of the performance-based restricted stock units. See Note 13 in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2013.

(2) The grant date values of the performance-based restricted stock units assuming that the highest level of performance conditions will be achieved was as follows:

Name	2013		2012
Whitehead	$	1,146,717	$	943,556
Hartman		525,574		455,267
Brooks		668,915		292,175
Snyder		477,794		586,346

(3) Represents the aggregate grant date fair value of stock options granted by the C&B Committee to our NEOs in consideration for services rendered to us. These amounts were computed in accordance with FASB ASC Topic 718 and were based on the Black-Scholes-Merton option-pricing formula. For a description of the assumptions used under the Black-Scholes-Merton option-pricing formula, see Note 13 in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2013.

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(4) Reflects (i) amounts paid by us for automobile allowances and executive health exams and (ii) our matching and other contributions to our NEOs’ 401(k) Plan accounts. The amount for Mr. Brooks also includes $175,000 paid to Mr. Brooks in connection with his Employment Retention Agreement. See “Employment Retention Agreement.” We contributed the following amounts to the 401(k) Plan accounts of our NEOs in 2013, 2012 and 2011:

Name	2013		2012		2011
Whitehead	$	17,800	$	17,500	$	17,200
Hartman		17,800		17,500		17,200
Brooks		17,800		17,500		17,200
Snyder		17,800		17,500		17,200

The cash components of our executive compensation consist of a base salary and the opportunity to earn an annual cash bonus. See “Compensation Discussion and Analysis—Elements of Executive Compensation.” The equity component of our executive compensation program consist of the opportunity to earn awards of time-based restricted stock units, or “time-based units,” performance-based restricted stock units, or “performance-based units,” or stock options from us. See “—Narrative Discussion of Equity Awards” for a description of our time-based units, performance-based units and stock options. We have historically paid long-term equity compensation awards to our NEOs in February or May of each year, the amounts of which are based, in part, on their performance in the prior calendar year.

Grants of Plan-Based Awards

The following table sets forth the grant date and number of all performance-based units, time-based units and stock options, and the exercise price of all stock options, granted to our NEOs in 2013 by the C&B Committee, all of which were with respect to services rendered to us in 2012:

2013 Grants of Plan-Based Awards

Name	Grant Date		Estimated Future Payouts Under Equity             Incentive Plan Awards (1)						All Other Stock Awards: Number of Shares of Stock or Units (#) (2)		All Other Option Awards: Number of Securities Underlying Options (#) (3)		Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($) (4)
			Threshold (#)		Target (#)		Maximum (#)
H. Baird Whitehead		5/1/13		73,320		146,639		293,278								719,997
		5/1/13								306,905						1,199,999
		5/1/13										225,352		3.91		480,000
Steven A. Hartman		5/1/13		33,605		67,209		134,418								329,996
		5/1/13								140,664						549,996
		5/1/13										103,286		3.91		219,999
John A. Brooks		5/1/13		42,770		85,539		171,078								419,996
		5/1/13								179,028						699,999
		5/1/13										131,445		3.91		279,999
Nancy M. Snyder		5/1/13		30,550		61,099		122,198								299,996
		5/1/13								127,877						499,999
		5/1/13										93,896		3.91		199,998

(1) These were awards of performance-based units granted under the Equity Plan. All of these performance-based units will be settled in cash on the vesting date. See “Narrative Discussion of Equity Awards.”

(2) These were awards of time-based units granted under the Equity Plan.

(3) These were awards of stock options granted under the Equity Plan.

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(4) The grant date fair value of the performance-based units was calculated using a per share price of $6.80, which was the value of the performance-based units on the grant date using a Monte Carlo simulation of potential outcomes. The grant date fair value of the time-based units was calculated using a per share price of $5.67, which was the NYSE closing price of our common stock on the grant date. The grant date fair value of the stock options was calculated using a per option value of $2.60, which was the value of the options on the grant date using the Black-Scholes-Merton option-pricing formula.

Narrative Discussion of Equity Awards

Time-Based Units

We granted time-based units to Messrs. Whitehead and Hartman and Ms. Snyder in 2011 and to Messrs. Whitehead, Hartman and Brooks and Ms. Snyder in 2012 and 2013. The values of our time-based units reflected in the Summary Compensation Table and the Grants of Plan-Based Awards Table were based on the NYSE closing prices of our common stock on the dates of grant.

Time-based unit awards represent the right to receive shares of our common stock or an amount of cash equal to the fair market value of our shares of common stock, as determined by the C&B Committee and subject to the termination of the restriction period relating to such restricted stock units. The restriction periods for restricted stock units will terminate as determined by the C&B Committee and evidenced in an award agreement; however, restriction periods will not terminate before one year after the date of grant, except as described below. Unless otherwise determined by the C&B Committee and specified in an award agreement, if (i) a grantee ceases to be an employee for any reason other than death, disability or qualified retirement, which is defined as retiring after reaching age 62 and completing 10 years of consecutive service with us or our affiliate, all unvested restricted stock units are forfeited, or (ii) a grantee dies, becomes disabled or becomes retirement eligible, which is defined as reaching age 62 and completing 10 years of consecutive service with us or our affiliate, all restrictions terminate. In addition, if a change in control of us occurs, all restrictions terminate. Payments with respect to restricted stock unit awards will be made in cash, shares or any combination thereof, as determined by the C&B Committee.

All time-based units ever granted to our NEOs vest over a three-year period, with one-third of each award vesting on the first, second and third anniversaries of the grant date unless forfeited or earlier vested in accordance with their terms. All time-based units ever granted to our NEOs provide that payments on such time-based units will be made in shares (or, at the request of the restricted stock unitholder and upon the approval of the C&B Committee, an amount of cash equal to the fair market value of our shares) at the time of vesting, unless vesting occurs early on account of becoming retirement eligible, in which event payments will be made when such time-based units would have originally vested, even if that is after retirement. The C&B Committee granted dividend equivalent rights in tandem with all time-based unit awards prior to 2013. The time-based unit awards granted in 2013 were not granted with dividend equivalent rights, and all future time-based unit awards may not be granted with dividend equivalent rights.

Performance-Based Units

We granted performance-based units to all of our NEOs in 2012 and 2013. The values of our performance-based units reflected in the Summary Compensation Table and the Grants of Plan-Based Awards Table were computed using a Monte Carlo simulation of potential outcomes. For a description of the assumptions used under our Monte Carlo simulation of potential outcomes, see Note 13 in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2013. The performance-based units cliff vest on the third anniversary of the date of grant and are paid based on the relative ranking of our TSR as compared to the TSR of our Peer Group with respect to each of a one-year, two-year and three-year performance period, in each case commencing on the date of grant. The performance-based units are payable solely in cash. The amount of cash payable with respect to performance-based units is equal to the sum of the

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payout values for each of the three performance periods. The payout value for each performance period is equal to one-third of the vested performance-based units, multiplied by the value of our common stock at the end of the applicable performance period (calculated as the average of the closing prices of our common stock on the 20 trading days immediately preceding the last day of the applicable performance period), multiplied by the applicable percentage corresponding to the relative ranking of our TSR for the applicable performance period. The applicable percentages range from 0% to 200%. The “target” percentage is 100% and corresponds to our TSR ranking in the 60^th percentile of our Peer Group with respect to the 2012 awards and the 55^th percentile of our Peer Group with respect to the 2013 awards. The performance-based units will not have any value unless our TSR ranking is in at least the 40^th percentile of our Peer Group with respect to the 2012 awards and the 35^th percentile of our Peer Group with respect to the 2013 awards, and our TSR ranking must be in at least the 80^th percentile of our Peer Group with respect to the 2012 awards and the 75^th percentile of our Peer Group with respect to the 2013 awards for the performance-based units to pay out at the 200% maximum.

Except as noted below, if the grantee’s employment terminates for any reason prior to the third anniversary of the grant date, then the grantee’s performance-based units will be forfeited and no cash will be payable with respect to the performance-based units. If the grantee is or becomes retirement eligible, and his or her employment terminates for any reason other than cause prior to third anniversary of the grant date, then all of the grantee’s performance-based units will vest and become payable in the amounts and at the time that the performance-based units would have otherwise vested and been payable. If the grantee dies or becomes disabled prior to the third anniversary of the grant date, a pro-rated share (based on the number of days employed during the three-year vesting period) of the performance-based units will vest and the grantee will be paid for such performance-based units at the target percentage at the end of the original three-year vesting period. In the event of a change in control of us, all of the grantee’s performance-based units will immediately vest and the grantee will be paid for such performance-based units following the change in control at the target percentage (regardless of our actual relative TSR ranking) and using the value of our common stock on the effective date of the change in control (calculated as the closing price of our common stock on the effective date of the change of control).

Stock Options

We granted stock options to all of our NEOs in 2011, 2012 and 2013. The values of our stock options reflected in the Summary Compensation Table and the Grants of Plan-Based Awards Table were computed using the Black-Scholes-Merton option-pricing formula. For a description of the assumptions used under the Black-Scholes-Merton option-pricing formula, see Note 13 in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2013.

The exercise price of a stock option will be greater than or equal to the NYSE closing price of our common stock on the date the stock option is awarded. Stock options will be exercisable as determined by the C&B Committee and specified in an award agreement; however, no stock option is exercisable after 10 years after the date of grant. Unless otherwise determined by the C&B Committee and specified in an award agreement, if (i) a grantee ceases to be an employee for any reason other than cause, death, disability or qualified retirement, all unvested options are forfeited and all vested options immediately become exercisable and remain exercisable until the earlier of (A) 90 days after the date of such cessation or (B) the expiration date of such stock options, (ii) we terminate a grantee’s employment for cause, all unexercised options are forfeited, (iii) a grantee dies or becomes disabled, all unexercised options immediately become exercisable and remain exercisable until the earlier of (A) one year after the date of death or disability or (B) the expiration date of such stock options, (iv) a grantee becomes retirement eligible, all unexercised options immediately become exercisable and remain exercisable until the expiration date of such stock options, or (v) a grantee ceases to be a non-employee director, all unvested options are forfeited and all vested options immediately become exercisable and remain exercisable until the expiration date of such stock options, except in the event of the grantee’s death, in which case, the options shall remain exercisable until the earlier of (A) six months after the grantee’s death or (B) the expiration date of such stock options. In addition, if a change in control of us occurs, all unexercised options immediately become exercisable and remain exercisable until the expiration date of such stock options. The exercise price for

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a stock option must be paid in full at the time of exercise. Payment must be made in cash or, subject to the approval of the C&B Committee, in shares of our common stock valued at their fair market value, or a combination thereof. Any taxes required to be withheld must also be paid at the time of exercise. An optionee may enter into an agreement with a brokerage firm acceptable to us whereby the optionee will simultaneously exercise the stock option and sell the shares acquired thereby and the brokerage firm executing the sale will remit to us from the proceeds of sale the exercise price of the shares as to which the stock option has been exercised as well as the required amount of withholding. Stock option awards may not be granted with dividend equivalent rights.

All stock options ever granted to our NEOs have a 10-year term with an exercise price equal to the NYSE closing price of our common stock on the date the stock option is awarded. All stock options granted to our NEOs since 2004 vest over a three-year period, with one-third becoming exercisable on each of the first, second and third anniversaries of the grant date unless forfeited or earlier vested in accordance with their terms.

Timing of Grants

The C&B Committee has historically granted annual compensation-related stock options, time-based units or performance-based units during the first quarter of each year upon conclusion of its analysis of executive compensation with respect to the preceding year, and the timing of the C&B Committee’s stock option grants to our NEOs has been historically consistent with the timing of stock option grants to other employees. The C&B Committee decided to defer the awarding of 2013 long-term equity incentive compensation to our NEOs until after the 2013 Annual Meeting in May 2013 so that it could consider the results of our shareholders’ vote on the Equity Plan when granting those awards. In 2014, the C&B Committee decided again to wait to grant equity awards to our NEOs and other employees until after the Annual Meeting so that it could consider the results of our shareholders’ 2013-related say-on-pay vote prior to granting those awards. The C&B Committee generally grants stock options from time to time in connection with the hiring, promotion or retention of employees, and it has in the past, and may in the future, grant time-based units or performance-based units in connection with such events. The C&B Committee may also consider grants at such other times as it may deem appropriate.

Dividends

We paid quarterly dividends of $0.05625 per share on each time-based unit through June 2012, at which time we ceased paying any dividends on our common stock. The dividends were paid at the same times and in the same amounts as dividends paid to the other holders of our common stock and were taken into consideration when determining the values of the time-based units shown previously in the Summary Compensation Table and in the Grants of Plan-Based Awards Table.

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Outstanding Equity Awards at Fiscal Year-End

The following table sets forth certain information regarding the numbers and values of unexercised stock options and time-based units and performance-based units not vested as of December 31, 2013, in each case held by our NEOs on December 31, 2013. The market value of non-vested time-based units and performance-based units is based on the NYSE closing price of our common stock on December 31, 2013.

Outstanding Equity Awards at Fiscal Year-End 2013

	Option Awards										Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable			Number of Securities Underlying Unexercised Options (#) Unexercisable			Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
H. Baird Whitehead		13,332	(1)					24.545		3/2/15							83,206	(2)		1,235,462	(3)
		8,738	(4)					31.535		2/26/16							146,639	(5)		691,403	(6)
		10,864	(7)					35.205		2/26/17
		37,991	(8)					42.270		2/21/18
		92,011	(9)					15.060		2/24/19
		41,182	(10)					24.380		2/23/20
		56,459	(11)		28,229	(12)		17.140		2/16/21
		18,135	(13)		36,269	(14)		5.670		2/15/22
		225,352	(15)					3.910		4/30/23
Steven A. Hartman		8,000	(17)					14.425		3/9/14		159,872	(16)		1,507,594		40,147	(2)		596,108	(3)
		8,000	(18)					24.545		3/2/15							67,209	(5)		316,890	(6)
		5,086	(19)					31.535		2/26/16
		5,308	(7)					35.205		2/26/17
		5,845	(8)					42.270		2/21/18
		10,745	(9)					15.060		2/24/19
		7,319	(10)					24.380		2/23/20
		15,000	(20)					23.370		5/10/20
		27,100	(11)		13,550	(12)		17.140		2/16/21
		8,750	(13)		17,500	(14)		5.670		2/15/22
					103,286	(21)		3.910		4/30/23
John A. Brooks		5,332	(19)					31.535		2/26/16		187,611	(22)		1,769,172		25,765	(2)		382,559	(3)
		9,966	(7)					35.205		2/26/17							85,539	(5)		403,316	(6)
		15,586	(8)					42.270		2/21/18
		28,725	(23)					15.060		2/24/19
		23,256	(10)					24.380		2/23/20
		27,100	(11)		13,550	(12)		17.140		2/16/21
		5,616	(13)		11,230	(14)		5.670		2/15/22
					131,455	(21)		3.910		4/30/23
Nancy M. Snyder		19,030	(19)					31.535		2/26/16		153,367	(24)		1,446,251		51,706	(2)		767,740	(3)
		19,804	(7)					35.205		2/26/17							61,099	(5)		288,082	(6)
		20,885	(8)					42.270		2/21/18
		49,596	(9)					15.060		2/24/19
		23,619	(10)					24.380		2/23/20
		38,392	(11)		19,196	(12)		17.140		2/16/21
		11,270	(13)		22,538	(14)		5.670		2/15/22
					93,896	(21)		3.910		4/30/23

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(1) One-half of these options vested on each of March 3, 2007 and March 3, 2008.

(2) The performance period for one-third of these performance-based units expired or will expire on each of February 15, 2013, February 15, 2014 and February 15, 2015. All of these performance-based units will vest on February 15, 2015. Because Mr. Whitehead is retirement eligible under the Equity Plan, if his employment terminates for any reason other than cause prior to February 15, 2015, he will vest in all of the performance-based units earned as though he had remained employed through February 15, 2015.

(3) The performance period for one-third of these performance-based units expired on February 15, 2013. The payout percentage for such performance period was 150% and the payout price was $4.55. The performance period for another one-third of these performance-based units expired on February 15, 2014. The payout percentage for such performance period was 200% and the payout price was $12.18. The market values of these performance-based units reflect (x) the actual payout value of one-third of these performance units and (y) an assumed payout value of two-thirds of these performance-based units, assuming a payout percentage of 200% and a payout price equal to the year-end 2013 price of $9.43.

(4) These options vested on February 27, 2009.

(5) The performance period for one-third of these performance-based units will expire on each of April 30, 2014, April 20, 2015 and April 30, 2016. All of these performance-based units will vest on April 30, 2016. Because Mr. Whitehead is retirement eligible under the Equity Plan, if his employment terminates for any reason other than cause prior to April 30, 2016, he will vest in all of the performance-based units earned as though he had remained employed through April 30, 2016.

(6) None of the performance periods for these performance-based units had expired by December 31, 2013. The market values of these performance-based units assume that all of these performance-based units payout at the threshold level of 50% at a payout price equal to the year-end 2013 price of $9.43.

(7) One-third of these options vested on each of February 27, 2008, February 27, 2009 and February 27, 2010.

(8) One-third of these options vested on each of February 22, 2009, February 22, 2010 and February 22, 2011.

(9) One-third of these options vested on each of February 25, 2010, February 25, 2011 and February 25, 2012.

(10) One-third of these options vested on each of February 24, 2011, February 24, 2012 and February 24, 2013.

(11) One-half of these options vested on February 17, 2012 and February 17, 2013.

(12) These options vested on February 17, 2014.

(13) These options vested on February 16, 2013.

(14) One-half of these options vested or will vest on each of February 16, 2014 and February 16, 2015.

(15) These options vested on May 1, 2013.

(16) Of these time-based units, 6,687 vested on February 16, 2014, 5,834 vested on February 17, 2014, 46,888 will vest on May 1, 2014, 6,687 will vest on February 16, 2015, 46,888 will vest on May 1, 2015 and 46,888 will vest on May 1, 2016.

(17) One-third of these options vested on each of March 10, 2005, March 10, 2006 and March 10, 2007.

(18) One-third of these options vested on each of March 3, 2006, March 3, 2007 and March 3, 2008.

(19) One-third of these options vested on each of February 27, 2007, February 27, 2008 and February 27, 2009.

(20) One-third of these options vested on each of May 11, 2011, May 11, 2012 and May 11, 2013.

(21) One-third of these options will vest on each of May 1, 2014, May 1, 2015 and May 1, 2016.

(22) Of these time-based units, 4,292 vested on February 16, 2014, 59,676 will vest on May 1, 2014, 4,291 will vest on February 16, 2015, 59,676 will vest on May 1, 2015 and 59,676 will vest on May 1, 2016.

(23) One-half of these options vested on each of February 25, 2011 and February 25, 2012.

(24) Of these time-based units, 8,613 vested on February 16, 2014, 8,265 vested on February 17, 2014, 42,626 will vest on May 1, 2014, 8,612 will vest on February 16, 2015, 42,626 will vest on May 1, 2015 and 42,625 will vest on May 1, 2016.

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Stock Option Exercises and Vesting of Restricted Stock Units

The following table sets forth the number of shares of our common stock acquired, and the values realized, by our NEOs upon the exercise of stock options or the vesting of time-based units during 2013:

Option Exercises and Stock Vested in 2013

	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)			Value Realized on Vesting ($)
H. Baird Whitehead		N/A		N/A		306,905	(1)		1,199,999
Steven A. Hartman		N/A		N/A		14,188	(2)		72,883
John A. Brooks		N/A		N/A		4,292	(3)		19,185
Nancy M. Snyder		N/A		N/A		20,210	(4)		89,373

(1) Represents shares of our common stock acquired upon the vesting of time-based units:

Vesting Date	Shares (#)		Market Price ($)		Market Value ($)
May 1, 2013		306,905		3.91		1,199,999

The time-based units vested on account of Mr. Whitehead becoming retirement eligible under the Equity Plan. Mr. Whitehead did not actually receive the underlying shares of our common stock in 2013, but instead, he will receive them on the dates on which such time-based units would have originally vested.

(2) Represents shares of our common stock acquired upon the vesting of time-based units:

Vesting Date	Shares (#)		Market Price ($)		Market Value ($)
February 16, 2013		6,688		4.47		29,895
February 17, 2013		5,834		4.47		26,078
December 8, 2013		1,666		10.15		16,910

(3) Represents shares of our common stock acquired upon the vesting of time-based units:

Vesting Date	Shares (#)		Market Price ($)		Market Value ($)
February 16, 2013		4,292		4.47		19,185

(4) Represents shares of our common stock acquired upon the vesting of time-based units:

Vesting Date	Shares (#)		Market Price ($)		Market Value ($)
February 16, 2013		8,613		4.47		38,500
February 17, 2012		8,265		4.47		36,945
February 24, 2012		3,332		4.18		13,928

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Equity Compensation Plan Information

The following table sets forth certain information as of December 31, 2013 regarding the stock options outstanding and securities issued and to be issued under our equity compensation plans approved by the our shareholders. We do not have any equity compensation plans which were not approved by our shareholders.

Plan Category	Number of Securities To Be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)
Equity compensation plans approved by shareholders		3,129,069	$	16.15		3,364,758
Equity compensation plans not approved by shareholders		N/A		N/A		N/A

Nonqualified Deferred Compensation

The following table sets forth certain information regarding compensation deferred by our NEOs under our Supplemental Employee Retirement Plan:

2013 Nonqualified Deferred Compensation

Name	Executive Contributions in Last FY ($) (1)		Registrant Contributions in Last FY ($)		Aggregate Earnings (Loss) in Last FY ($)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last FYE ($) (2)
H. Baird Whitehead		0		0		256,423		0		2,025,829
Steven A. Hartman		0		0		0		0		0
John A. Brooks		12,965		0		60,582		0		294,750
Nancy M. Snyder		0		0		173,162		0		1,307,042

(1) All of these amounts are included in the amounts of salary and bonus for 2013 reported in the Summary Compensation Table.

(2) Except with respect to aggregate contributions by us of $21,906 on behalf of Mr. Whitehead in 2001 and 2002, these amounts reflect only salaries and bonuses paid to our NEOs and earnings on those salaries and bonuses. All such salary and bonus amounts were previously reported as compensation to our NEOs in the Summary Compensation Table.

The Penn Virginia Corporation Supplemental Employee Retirement Plan, or the “SERP,” allows all of our and our affiliates’ employees whose salaries exceeded $170,000 in 2013 to defer receipt of up to 100% of their salary, net of their salary deferrals under our 401(k) Plan, and up to 100% of their annual cash bonuses. All deferrals under the SERP are credited to an account maintained by us and are invested by us, at the employee’s election, in our common stock or in certain mutual funds made available by us and selected by the employee. Since all amounts deferred under the SERP consist of previously earned salary or bonus, all SERP participants are fully vested at all times in all amounts credited to their accounts. Amounts held in a participant’s account will be distributed to the participant on the earlier of the date on which such participant’s employment terminates or there occurs a change of control of us, unless earlier distributed in accordance with the terms of the SERP. We are not required to make any contributions to the SERP. Since we established the SERP in 1996, we have contributed an aggregate of $43,816 in 2001 and 2002 to the SERP in connection with offers of employment to Mr. Whitehead and another former executive officer, but have made no other contributions to the SERP.

We have established a rabbi trust to fund the benefits payable under the SERP. Other than the $43,816 of Company contributions described above, the assets of the rabbi trust consist of the cash amounts of salary and

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bonus already earned and deferred by our NEOs and other employees under the SERP and the securities in which those amounts have been invested. Assets held in the rabbi trust are designated for the payment of benefits under the SERP and are not available for our general use. However, the assets held in the rabbi trust are subject to the claims of our general creditors, and SERP participants may not be paid in the event of our insolvency.

Change-in-Control Arrangements

The C&B Committee and we believe that our senior management and other key employees are a primary reason for our success and that it is important for us to protect them in the event of certain circumstances upon a change of control. We compete for executive talent in a highly competitive market in which companies routinely offer similar benefits to senior executives. We believe that, by providing change of control protection, our executive officers will be able to evaluate objectively every Company opportunity, including a change of control, that may likely result in the termination of their employment, without the distraction of personal considerations. It allows them to focus on the negotiations during such a transaction when we would require thoughtful leadership to ensure a successful outcome. For these reasons, we have entered into change of control severance agreements with our executive officers that entitle them to the benefits described below. As noted below, our change in control severance benefits are not triggered unless employment is terminated or adversely changed in a significant manner, and we do not pay tax gross ups in the event of a change of control. We believe that the change in control severance benefits described below provide important protection to our executive officers, are consistent with the practices of our peer companies and are appropriate for the retention of executive talent.

Executive Change of Control Severance Agreements

We have entered into an Executive Change of Control Severance Agreement, referred to as an “Executive Severance Agreement,” with each of Messrs. Whitehead, Hartman and Brooks and Ms. Snyder containing the terms and conditions described below. Messrs. Whitehead and Hartman and Ms. Snyder entered into their Executive Severance Agreements on December 20, 2012, and Mr. Brooks entered into his Executive Severance Agreement on January 29, 2013.

Term.    Each Executive Severance Agreement has a two-year term, which is automatically extended for consecutive one-day periods until terminated by notice from us. If such notice is given, the Executive Severance Agreement will terminate two years after the date of such notice.

Triggering Events.    Each Executive Severance Agreement provides severance benefits to the NEO upon the occurrence of two events, or the “Executive Dual Triggering Events.” Specifically, if a change of control of us occurs and, within two years after the date of such change of control, either (a) we terminate the NEO’s employment for any reason other than for cause or the NEO’s inability to perform his or her duties for at least 180 days due to mental or physical impairment or (b) the NEO terminates his or her employment due to a material reduction in his or her authority, duties, title, status or responsibility, a greater than 5% reduction in his or her base salary, a discontinuation of a material incentive compensation plan in which he or she participated, our failure to obtain an agreement from our successor to assume his or her Executive Severance Agreement or the relocation by more than 100 miles of our office at which he or she was working at the time of the change of control, then the NEO will receive the change of control severance payments and other benefits described below.

Change of Control Severance Benefits.    Upon the occurrence of the Executive Dual Triggering Events, the NEO will receive a lump sum, in cash, of an amount equal to three times the sum of the NEO’s annual base salary plus the highest cash bonus paid to him or her during the two-year period prior to termination, subject to reduction as described below under “Excise Taxes.” In addition, all options to purchase shares of our common stock then held by the NEO will immediately vest and will remain exercisable for remainder of the options’ respective terms and all other outstanding equity awards held by the NEO will immediately vest and all restrictions will lapse and we will promptly deliver any cash or stock payable thereunder. We will also provide certain health and dental benefit related payments to the NEO as well as certain outplacement services.

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Excise Taxes.    The Executive Severance Agreements do not include “gross up” benefits to cover excise taxes. If our independent registered public accounting firm determines that any payments to be made or benefits to be provided to the NEO under his or her Executive Severance Agreement would result in him or her being subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, such payments or benefits will be reduced to the extent necessary to prevent him or her from being subject to such excise tax.

Restrictive Covenants and Releases.    Each Executive Severance Agreement prohibits the NEO from (a) disclosing, either during or after his or her term of employment, confidential information regarding us or our affiliates and (b) until two years after the NEO’s employment has ended, soliciting or diverting business from us or our affiliates. Each Executive Severance Agreement also requires that, upon payment of the severance benefits to the NEO, the NEO and the Company release each other from all claims relating to the NEO’s employment or the termination of such employment.

Estimated Payments

The following table sets forth the estimated aggregate payments to our NEOs under their respective Executive Severance Agreements assuming that the Executive Dual Triggering Events occurred on December 31, 2013:

Name of Executive Officer	Salary and Bonus ($) (1)		Accelerated Vesting of Restricted Stock and Units ($)		Other Benefits ($) (2)		Total  Estimated Severance Payment ($)
H. Baird Whitehead		1,983,610		6,817,860		93,381		8,894,851
Steven A. Hartman		647,405		3,155,899		108,683		3,911,987
John A. Brooks		684,842		3,586,625		108,683		4,380,150
Nancy M. Snyder		1,710,000		3,113,051		63,229		4,886,280

(1) The amounts reflected in the Salary and Bonus column were reduced to prevent Messrs. Whitehead, Hartman and Brooks from being subject to the excise tax imposed by Section 4999 of the Internal Revenue Code. But for such reduction, the amount reflected in the Salary and Bonus column for Messrs. Whitehead, Hartman and Brooks would have been $3,150,000, $1,665,000 and $1,800,000.

(2) Other benefits include medical and dental insurance-related payments and the value of outplacement services.

Change of Location Severance Arrangement

On December 20, 2012, we entered into an Amended and Restated Change of Location Severance Agreement, referred to as the “Change of Location Agreement,” with Ms. Snyder. Pursuant to the Change of Location Agreement, we agreed that, in the event of the relocation of our executive offices by more than 50 miles, Ms. Snyder may elect to receive the severance benefits described above in “Executive Change of Control Severance Agreements.”

Employment Retention Agreement

On August 9, 2011, we entered into an Employment Retention Agreement, referred to as the “Employment Retention Agreement,” with Mr. Brooks. Pursuant to the Employment Retention Agreement, we agreed to pay Mr. Brooks $175,000 in the event that he was still employed by us on second anniversary of the Employment Retention Agreement. In August 2013, we paid Mr.  Brooks $175,000 less applicable taxes in satisfaction of our obligations under the Employment Retention Agreement.

Compensation Committee Interlocks and Insider Participation

During 2013, Messrs. Clarke, Garrett, Krablin, van Marcke de Lummen and Wright served on the Compensation and Benefits Committee. None of these members is a former or current officer or employee of us

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or any of our subsidiaries or had any relationship requiring disclosure under Item 404 of Regulation S-K, “Transactions with Related Persons, Promoters and Certain Control Persons.” In 2013, none of our executive officers served as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on the Board or the Compensation and Benefits Committee.

TRANSACTIONS WITH RELATED PERSONS

We have not entered into any transaction since January 1, 2013 requiring disclosure under Item 404 of Regulation S-K, “Transactions with Related Persons, Promoters and Certain Control Persons.”

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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

General

The Audit Committee has appointed KPMG as the independent registered public accounting firm to audit our financial statements for the fiscal year ending December 31, 2014. Shareholders are being asked to ratify the appointment of KPMG at the Annual Meeting under Proposal No. 3. A representative of KPMG is expected to be present at the Annual Meeting with the opportunity to make a statement if he or she desires to do so and to be available to respond to appropriate questions.

Audit Fees

In connection with the audits of our financial statements and internal control over financial reporting, or “ICFR,” for 2013, we entered into an agreement with KPMG which sets forth the terms by which KPMG will perform audit services for us. That agreement provides for alternative dispute resolution procedures. The following table shows fees for services rendered by KPMG for the audit of our consolidated financial statements for 2013 and 2012, the audit of our ICFR for 2013 and 2012 and other services rendered by KPMG:

	2013		2012
Audit Fees (1)	$	1,112,800	$	959,300
Audit-Related Fees (2)		6,000		5,000
Tax Fees (3)		—		2,500
All Other Fees		—		—
Total Fees	$	1,118,800	$	966,800

(1) Audit fees consist of fees for the audit of our consolidated financial statements, the audit of our ICFR and consents for registration statements and comfort letters related to public offerings. Also included in audit fees are reimbursements of travel-related expenses.

(2) Audit-related fees consist of fees pertaining to debt compliance letters issued by KPMG for our revolving credit facility.

(3) Tax fees consist of fees for a review of a federal income tax refund application.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

The Audit Committee’s policy is to pre-approve all audit, audit-related and non-audit services provided by our independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. The Audit Committee may also pre-approve particular services on a case-by-case basis. Our independent registered public accounting firm is required to periodically report to the Audit Committee regarding the extent of services provided by our independent registered public accounting firm in accordance with such pre-approval. The Audit Committee may also delegate pre-approval authority to one or more of its members. Such member(s) must report any decisions to the Audit Committee at the next scheduled meeting. All services rendered for us by KPMG in 2013 were pre-approved by the Audit Committee.

Audit Committee Report

Under the rules established by the SEC, we are required to provide certain information about the Company’s independent registered public accounting firm and the Company’s financial statements for its most recently ended fiscal year. The Audit Committee of the Board is furnishing the following report in fulfillment of the SEC’s requirements.

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As discussed above under the heading “Corporate Governance—Committees of the Board—Audit Committee,” the responsibilities of the Audit Committee include recommending that the Company’s financial statements be included in its Annual Report on Form 10-K. The Audit Committee took a number of steps in making this recommendation for the fiscal year ended December 31, 2013. First, the Audit Committee reviewed and discussed with the Company’s management and KPMG, the Company’s independent registered public accounting firm for 2013, the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2013. Second, the Audit Committee discussed with KPMG the matters required to be discussed by Auditing Standard No. 16, as adopted by the Public Company Accounting Oversight Board, including information regarding the scope and results of the audit. These discussions were intended to assist the Audit Committee in overseeing the Company’s financial reporting and disclosure process. Finally, the Audit Committee received the written disclosures and the letter from KPMG required by the applicable requirements of the Public Company Accounting Oversight Board regarding KPMG’s communications with the Audit Committee concerning independence, and has also discussed with KPMG its independence. Through its discussions with KPMG and management, including discussions with KPMG and management regarding the financial statements, discussions with KPMG regarding the scope and results of the audit and KPMG’s independence and such other matters deemed relevant and appropriate by the Audit Committee, the Audit Committee recommended to the Board that the Company’s audited consolidated financial statements be included in the Company’s 2013 Annual Report on Form 10-K to be filed with the SEC.

Audit Committee

Gary K. Wright (Chairman)

John U. Clarke

Steven W. Krablin

Marsha R. Perelman

MISCELLANEOUS

Shareholder Proposals

We plan to hold our 2015 Annual Meeting of Shareholders on or about May 6, 2015. Any shareholder who wishes to submit a proposal for consideration at our 2015 Annual Meeting of Shareholders, and who wishes to have such proposal included in our proxy statement, must comply with the provisions of Rule 14a-8 of the proxy rules of the SEC and must deliver such proposal in writing to our Corporate Secretary at our principal executive offices in Radnor, Pennsylvania, not later than December 8, 2014.

Our Bylaws prescribe the procedures that a shareholder must follow to nominate directors for election at an annual meeting of shareholders or to bring other business before an annual meeting (other than matters that have been included in our proxy statement for such meeting). The Chairman of the meeting may refuse to acknowledge the nomination of any person as a director or any other proposal by a shareholder not made in compliance with these procedures. The following summary of these procedures is qualified by reference to our Bylaws, a copy of which may be obtained, without charge, upon written request to Penn Virginia Corporation, Attention: Corporate Secretary, Four Radnor Corporate Center, Suite 200, 100 Matsonford Road, Radnor, Pennsylvania 19087.

Our Bylaws require that to have a proposal voted upon at the 2015 Annual Meeting of Shareholders, including a proposal relating to nominations for the elections of directors, the proposing shareholder must have delivered in writing to the Company (a) notice of such proposal by not later than February 6, 2015 or earlier than November 8, 2014, (b) if the proposal relates to a change to our Articles of Incorporation or Bylaws, the text of any such change and an opinion of counsel to the effect that neither the Articles of Incorporation nor Bylaws resulting from such proposal would be in conflict with Virginia law, (c) evidence of such shareholder’s status as

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such and of the number of shares beneficially owned by such shareholder and (d) a list of the names and addresses of any other beneficial owners with whom such shareholder is acting in concert and the number of shares owned by them.

Director Nominations

If you wish to nominate a director for election at our 2015 Annual Meeting of Shareholders, you must follow the procedures set forth under “Shareholder Proposals.” In addition, any such nomination must be received by our Corporate Secretary by February 6, 2015 and must include the following information: (a) the name and address of the shareholder who intends to make the nomination, (b) with respect to each proposed nominee, all information that would be required to be provided in a proxy statement prepared in accordance with SEC Regulation 14A and (c) a notarized affidavit executed by each proposed nominee to the effect that, if elected as a member of the Board, such proposed nominee will serve and is eligible for such election. Only candidates nominated by shareholders for election as a member of the Board in accordance with the Bylaw provisions summarized herein will be eligible to be nominated for election as a member of the Board at our 2015 Annual Meeting of Shareholders, and any candidate not nominated in accordance with such provisions will not be considered or acted upon for election as a director at such meeting of shareholders.

In addition, as a shareholder, you may recommend nominees for consideration by the Board’s Nominating and Governance Committee. The Nominating and Governance Committee will accept recommendations of director candidates throughout the year and may, in its discretion, consider such director nominees, but it is not obligated to do so.

Other Matters

We know of no matters which are to be presented for consideration at the Annual Meeting other than those specifically described in the Notice of Annual Meeting. If any other matters properly come before the Annual Meeting, however, it is the intention of the persons designated as proxies to vote on them in accordance with their best judgment.

Annual Report and Form 10-K

We are sending a copy of our 2013 Annual Report to shareholders along with the proxy materials, but such Annual Report is not part of the proxy materials. The Annual Report contains a copy of our Annual Report on Form 10-K (without exhibits) as filed with the SEC.

We are permitted by SEC regulations to deliver a single Annual Report or Proxy Statement to any household at which two or more registered shareholders have the same last name and address, unless we have received instructions to the contrary from one or more of the shareholders. We will continue to include a separate proxy card for each registered shareholder account.

We will deliver promptly, upon written or oral request, a separate copy of our 2013 Annual Report or this Proxy Statement, as applicable, to a shareholder at a shared address to which a single copy of the documents was delivered. The shareholder should send a written request to Investor Relations, Penn Virginia Corporation, Four Radnor Corporate Center, Suite 200, 100 Matsonford Road, Radnor, Pennsylvania 19087, or call us at (610) 687-8900, if the shareholder (i) wishes to receive a separate copy of our 2013 Annual Report or this Proxy Statement; (ii) would like to receive separate copies of those materials for future meetings; or (iii) is sharing an address and wishes to request delivery of a single copy of Annual Reports or Proxy Statements if the shareholder is now receiving multiple copies of Annual Reports or Proxy Statements.

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Notice of Internet Availability of Proxy Materials

Important notice regarding the availability of proxy materials for the Shareholder Meeting to be held on May 7, 2014.

This Proxy Statement, the proxy card and our 2013 Annual Report are available at http://www.pennvirginia.com/annualmeeting.

By Order of the Board of Directors

Nancy M. Snyder

Corporate Secretary

April 7, 2014

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Appendix A

	Year ended December 31,
Reconciliation of GAAP “Net loss from continuing operations” to Non-GAAP “EBITDAX”	2013			2012
	(in thousands)
Net loss from continuing operations	$	(143,070	)	$	(104,589	)
Adjustments to net loss:
Non-consolidated net income, net of cash dividends received		—			—
Extraordinary loss (gain)		—			—
Loss (gain) on sale of assets		266			(4,282	)
Loss (gain) on purchase or sale of equity		—			—
Loss on extinguishment of debt		29,174			3,164
Derivative loss (gain), net of cash settlements received (paid)		19,810			(6,464	)
Loss (gain) attributable to write-ups or write-downs of assets		—			—
Cumulative pro forma effect of acquisitions and divestitures		26,256			—
Interest expense		78,841			59,339
Income tax benefit		(77,696	)		(68,702	)
Depreciation, depletion and amortization		245,594			206,336
Exploration		20,994			34,092
Impairments		132,224			104,484
Acquisition transaction expenses		2,587			—
Other non-cash expenses (share-based compensation)		5,781			6,347
Other (loss on firm transportation commitment and related accretion)		1,674			17,893
EBITDAX	$	342,435		$	247,618

A-1

        Four Radnor Corporate Center, Suite 200 100 Matsonford Road Radnor, PA 19087 VOTE BY INTERNET - www.proxyvote.com   Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.   VOTE BY MAIL   Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

KEEP THIS PORTION FOR YOUR RECORDS

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

	The Board of Directors recommends you vote FOR the following:
	1.	Election of Directors		For	Against	Abstain
	01	John U. Clarke		¨	¨	¨	3     To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2014. NOTE: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.		For ¨	Against ¨	Abstain ¨
	02	Edward B. Cloues, II		¨	¨	¨
	03	Steven W. Krablin		¨	¨	¨
	04	Marsha R. Perelman		¨	¨	¨
	05	H. Baird Whitehead		¨	¨	¨
	06	Gary K. Wright		¨	¨	¨
	The Board of Directors recommends you vote FOR proposals 2 and 3.			For	Against	Abstain
	2	To hold an advisory vote on executive compensation.		¨	¨	¨
	For address change/comments, mark here. (see reverse for instructions)					¨
	PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK.
	Signature [PLEASE SIGN WITHIN BOX]		Date				Signature (Joint Owners)	Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement, Form 10-K is/are available at www.proxyvote.com.

	PENN VIRGINIA CORPORATION Four Radnor Corporate Center, Suite 200 100 Matsonford Road Radnor, Pennsylvania 19087 This Proxy is Solicited on Behalf of the Board of Directors The undersigned hereby appoints Steven A. Hartman and H. Baird Whitehead as Proxies, and each or either of them, with the power to appoint his substitute, and hereby authorizes them to represent and vote, as designated on the reverse side, all shares of Common Stock of Penn Virginia Corporation held of record by the undersigned on March 10, 2014, at the Annual Meeting of Shareholders to be held on May 7, 2014, or at any adjournment thereof. A proxy that is properly completed and returned will be voted at the Annual Meeting in accordance with the instructions on the proxy. If you properly complete and return a proxy, but do not indicate any contrary voting instructions, your shares will be voted “FOR” all nominees listed in proposal 1, “FOR” proposals 2 and 3 and in accordance with the discretion of the holders of the proxy with respect to any other business that may properly come before the Annual Meeting or any adjournment or postponement.   Address change / comments:
		(If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.) To be Completed and Signed on Reverse Side