Civitas Resources (CIVI) Proxy Filing summary

Executive summary

• 2024 marked a pivotal year with successful expansion into the Permian Basin and continued strong performance in the DJ Basin, resulting in nearly $1.3 billion in adjusted free cash flow and over $920 million returned to stockholders through dividends and share repurchases.

• 2025 objectives focus on maximizing free cash flow, enhancing the balance sheet, prioritizing debt reduction, and maintaining a strong base dividend, with a capital program of $1.8–$1.9 billion and anticipated sales volumes of 325–335 Mboe/d.

• ESG leadership remains a core pillar, with a goal to achieve carbon neutrality in the Permian Basin by year-end 2025 and ongoing efforts to reduce Scope 1 GHG emissions.

Voting matters and shareholder proposals

• Stockholders will vote on electing ten director nominees, ratifying Deloitte & Touche LLP as independent auditor for 2025, and approving executive compensation on an advisory basis; the board recommends voting FOR all proposals.

• Voting can be conducted online, by phone, by mail, or during the virtual annual meeting on June 4, 2025.

Board of directors and corporate governance

• The board is composed of ten nominees, 90% of whom are independent, with 40% gender, racial, or ethnic diversity.

• Separate Chair and CEO roles, annual director elections, majority voting in uncontested elections, and robust stock ownership policies are in place.

• Board committees (Audit, Compensation, Nominating and Corporate Governance, Sustainability) are fully independent and oversee key governance areas.