Table of Contents
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. )
| Filed by the Registrant þ | |
| Filed by a Party other than the Registrant o | |
| Check the appropriate box: |
| o Preliminary Proxy Statement | |
| o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| o Definitive Proxy Statement | |
| þ Definitive Additional Materials | |
| o Soliciting Material Pursuant to §240.14a-12 |
CALLON PETROLEUM COMPANY
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
| þ No fee required. | |
| o Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
| 1) Title of each class of securities to which transaction applies: |
| 2) Aggregate number of securities to which transaction applies: |
| 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| 4) Proposed maximum aggregate value of transaction: |
| 5) Total fee paid: |
| o Fee paid previously with preliminary materials. |
| o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| 1) Amount Previously Paid: |
| 2) Form, Schedule or Registration Statement No.: |
| 3) Filing Party: |
| 4) Date Filed: |
| SEC 1913 (02-02) | Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
TABLE OF CONTENTS
| 2006 STOCK INCENTIVE PLAN | ||||||||
| EXHIBIT INDEX | ||||||||
| 2006 Stock Incentive Plan | ||||||||
Table of Contents
Callon Petroleum Company
| 200 North Canal Street | Telephone (601) 442-1601 | |||
| Natchez, MS 39120 | Fax (601) 446-1410 |
Supplement to Our Proxy Statement
dated April 14, 2006
dated April 14, 2006
May 2, 2006
Dear
Callon shareholder:
In
connection with our 2006 annual meeting of shareholders, we have made several changes to our
2006 Stock Incentive Plan. These changes are in response to guidelines which institutional
investors use to determine whether to vote shares they own to approve a stock incentive plan. While
these guidelines are either consistent with our past practices in granting awards under our other
stock incentive plans or reflect the intent of our compensation committee in making future awards,
certain institutional investors prefer that these guidelines be specifically incorporated in the
plans.
2006 STOCK INCENTIVE PLAN
We have made the following amendments to our 2006 Stock Incentive Plan:
MINIMUM VESTING PERIOD
Prior to its amendment, the 2006 Stock Incentive Plan had no requirement for minimum vesting for
awards under Section 3 (Restricted Stock) and Section 4 (Other Stock-Based Awards). We have amended
the plan to provide for a minimum 1-year vesting period with respect to performance-based awards
and a minimum 3-year ratable vesting period with respect to tenure-based awards, regardless of the
participant’s position with us.
WAIVER/LAPSE OF VESTING PERIOD
Prior to its amendment, the 2006 Stock Incentive Plan provided that vesting periods could be waived
or lapse. We have amended the plan to provide that vesting periods cannot be waived except in the
case of death, disability, retirement, change in control or termination without cause.
EXCHANGE OF AWARDS
Prior to its amendment, the 2006 Stock Incentive Plan provided that we could permit or require the
surrender of awards in exchange for the issuance of new awards under the plan. We have amended the
plan to remove this provision.
You may review a copy of the plan, as amended, at the Securities and Exchange Commission’s web site
at www.sec.gov, or may request a copy of the plan from us by contacting Robert Mayfield, Corporate
Secretary, Callon Petroleum Company, 200 N. Canal Street, Natchez, MS 39120 or by calling
(601)442-1601.
Table of Contents