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+DEF 14A
+1
+a2041076zdef14a.htm
+DEF 14A
+Prepared by MERRILL CORPORATION www.edgaradvantage.com
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+-- Click here to rapidly navigate through this document 
+SCHEDULE 14A INFORMATION 
+Proxy Statement Pursuant to Section 14(a) of 
+the Securities Exchange Act of 1934 (Amendment No. ) 
+Filed by the Registrant / / 
+Filed by a Party other than the Registrant / / 
+Check the appropriate box: 
+/ / 
+Preliminary Proxy Statement 
+/ / 
+Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) 
+/x/ 
+Definitive Proxy Statement 
+/ / 
+Definitive Additional Materials 
+/ / 
+Soliciting Material Pursuant to §240.14a-12 
+RPC, INC. 
+(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): 
+/x/ 
+No fee required. 
+/ / 
+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: 
+/ / 
+Fee paid previously with preliminary materials. 
+/ / 
+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: 
+RPC, INC. 
+NOTICE OF ANNUAL MEETING OF STOCKHOLDERS 
+2170 Piedmont Road, NE, Atlanta, Georgia 30324 
+TO THE HOLDERS OF THE COMMON STOCK: 
+PLEASE TAKE NOTICE that the 2001 Annual Meeting of Stockholders of RPC, Inc., a Delaware corporation
+("RPC" or "the Company"), will be held at the Company's offices located at 2170 Piedmont Road, NE, Atlanta, Georgia, on Tuesday, April 24, 2001, at 9:30 A.M., or any adjournment thereof,
+for the following purposes: 
+(1) To
+elect three Class III directors to the Board of Directors;
+(2) To
+elect one Class II director to the Board of Directors; and
+(3) To
+transact such other business as may properly come before the meeting or any adjournment thereof. 
+The
+Proxy Statement dated March 26, 2001 is attached. 
+The
+Board of Directors has fixed the close of business on February 26, 2001, as the record date for the determination of stockholders entitled to notice of, and to vote at, the
+meeting. 
+Stockholders
+who do not expect to be present at the meeting are urged to complete, date, sign and return the enclosed proxy. No postage is required if the enclosed envelope is used
+and mailed in the United States. 
+BY
+ORDER OF THE BOARD OF DIRECTORS 
+Linda H. Graham, Secretary 
+Atlanta,
+Georgia 
+March 26, 2001 
+PROXY STATEMENT 
+This Proxy Statement and a form of proxy were first mailed to stockholders on or about March 26, 2001. 
+The
+following information concerning the enclosed proxy and the matters to be acted upon at the Annual Meeting of Stockholders to be held on April 24, 2001 is submitted to the
+stockholders for their information. 
+SOLICITATION OF AND POWER TO REVOKE PROXY 
+A form of proxy is enclosed. Each proxy submitted will be voted as directed, but if not otherwise specified, proxies solicited by the Board of Directors of the
+Company will be voted in favor of the candidates for election to the Board of Directors. 
+A
+stockholder executing and delivering a proxy has power to revoke the same and the authority thereby given at any time prior to the exercise of such authority if he so elects, by
+contacting either proxyholder. 
+RECENT DEVELOPMENTS 
+On February 12, 2001, the Board of Directors of RPC approved plans to spin-off Chaparral Boats, Inc. ("Chaparral"), the recreational
+powerboat manufacturing business of RPC, to RPC stockholders. RPC accomplished the spin-off by contributing 100 percent of the issued and outstanding Common Stock of Chaparral to
+Marine Products Corporation ("Marine Products"), a newly formed wholly-owned subsidiary of RPC, and then distributing the Common Stock of Marine Products to RPC stockholders. Holders of RPC Common
+Stock received 0.6 shares of Marine Products Common Stock for each share of RPC Common Stock owned at the close of business on February 16, 2001, the record date for the spin-off.
+The spin-off occurred on February 28, 2001, and
+as of that date, Marine Products became an independent public company. Marine Products Common Stock is listed on the American Stock Exchange, and trades under the ticker symbol "MPX". 
+RPC
+continues to own oil and gas services businesses including Cudd Pressure Control, Patterson Services and Patterson Tubular Services as well as other business operations and
+assets. Marine Products, through its wholly-owned subsidiary Chaparral, will continue to design, manufacture and sell recreational fiberglass powerboats in the sportboat, deckboat and cruiser markets. 
+CAPITAL STOCK 
+The outstanding capital stock of the Company on February 26, 2001 consisted of 28,353,795 shares of Common Stock, par value $0.10 per share. Holders of
+Common Stock are entitled to one vote (non-cumulative) for each share of such stock registered in their respective names at the close of business on February 26, 2001, the record
+date for determining stockholders entitled to notice of and to vote at the meeting or any adjournment thereof. 
+The
+name and address of each stockholder who owned beneficially five percent (5%) or more of the shares of Common Stock of the Company on February 26, 2001, together with the
+number of shares so owned and the percentage of outstanding shares that ownership represents, and information as to Common Stock ownership of the Company's Chief Executive Officer and the other four
+most highly compensated executive officers of the Company (the "Named Executives"), and the executive 
+2 
+officers and directors of the Company as a group (according to information received by the Company), is set out below: 
+Name and Address 
+of Beneficial Owner 
+Amount 
+Beneficially 
+Owned(1) 
+Percent of 
+Outstanding 
+Shares 
+FMR Corporation 
+82 Devonshire Street 
+Boston, Massachusetts 
+2,903,700 
+(2) 
+10.2 
+R. Randall Rollins 
+Chairman of the Board and Chief Executive Officer 
+2170 Piedmont Road, NE 
+Atlanta, Georgia 
+15,534,999 
+(3) 
+54.8 
+Gary W. Rollins 
+Director 
+2170 Piedmont Road, NE 
+Atlanta, Georgia 
+15,576,389 
+(4) 
+54.9 
+Richard A. Hubbell 
+President and Chief Operating Officer 
+2170 Piedmont Road, NE 
+Atlanta, Georgia 
+362,808 
+(5) 
+1.3 
+James A. Lane, Jr. 
+Executive Vice President and President, Chaparral Boats, Inc. 
+2170 Piedmont Road, NE 
+Atlanta, Georgia 
+134,130 
+(6) 
+0.5 
+Jonathan W. Moss 
+Executive Vice President 
+2170 Piedmont Road, NE 
+Atlanta, Georgia 
+40,000 
+(7) 
+0.1 
+Ben M. Palmer 
+Vice President, Chief Financial Officer and Treasurer 
+2170 Piedmont Road, NE 
+Atlanta, Georgia 
+40,500 
+(8) 
+0.1 
+All Directors and Executive Officers as a group (10 persons) 
+17,657,433 
+(9) 
+61.9 
+(1) Except
+as otherwise noted, the nature of the beneficial ownership for all shares is sole voting and investment power.
+(2) Based
+on Schedule 13G/A filed with the Securities and Exchange Commission on February 15, 2001.
+(3) Includes
+434,195 shares of the Company held as Trustee, Guardian, or Custodian for his children or as Custodian for the children of his brother, Gary W. Rollins. Also includes
+1,385,560 shares of the Company in four trusts of which he is a Co-Trustee and as to which he shares voting and investment power. Also includes 12,493,828 shares owned by LOR, Inc.
+Mr. Rollins is an officer, director and stockholder of LOR, Inc. Also includes 345,600 shares owned by Rollins Holding Company, Inc. Mr. Rollins is an officer, director and
+stockholder of Rollins Holding Company, Inc. Also includes 299,101 shares held by Rollins Investment Fund, a Georgia general partnership, of which Mr. Rollins is a general partner. Also
+includes 73,430 shares held by RWR Investment Partnership, a Georgia limited partnership, of which Mr. Rollins is a general partner. Does not include 23,333* shares of the Company held by his
+wife.
+(4) Includes
+401,665 shares of the Company held as Trustee or Custodian for his children or as Custodian for the grandchildren of his brother, R. Randall Rollins. Also includes
+1,358,680 shares of the Company in four trusts of which he is Co-Trustee and as to which he shares voting and investment power. Also includes 12,493,828 shares owned by LOR, Inc.
+Mr. Rollins is an officer, director and stockholder of LOR, Inc. Also includes 345,600 shares owned by Rollins Holding Company, Inc. Mr. Rollins is an officer, director and
+stockholder of Rollins Holding Company, Inc. Also includes 301,334 shares held by Rollins Investment Fund, a Georgia general partnership, of which Mr. Rollins is a general partner. Does
+not include 100,004* shares of the Company held by his wife.
+(5) Includes
+135,200 shares subject to options that are currently exercisable or that become exercisable within 60 days of the date hereof, and 148,000 shares of restricted stock
+awards. One-third of the options and performance restricted stock awards that have not been earned and issued into escrow will be surrendered for cancellation and replaced with options and
+awards under the Marine Products 2001 Employee Stock Incentive Plan.
+(6) Includes
+40,000 shares of restricted stock awards. See information contained in footnote (3) to the Summary Compensation table in the Executive Compensation section.
+(7) Includes
+32,000 shares of restricted stock awards.
+(8) Includes
+19,200 shares subject to options that are currently exercisable or that become exercisable within 60 days of the date hereof, and 19,200 shares of restricted stock
+awards. One-third of the options and performance restricted stock awards that have not been earned and issued into escrow will be surrendered for cancellation and replaced with options and
+awards under the Marine Products 2001 Employee Stock Incentive Plan. 
+3 
+(9) Shares
+held in trusts as to which more than one officer and/or director are Co-Trustees have been included only once. Includes an aggregate of 428,800 shares which may
+be purchased by 5 executive officers upon exercise of options that are currently exercisable or that become exercisable within 60 days of the date hereof, or restricted stock grants awarded to
+or earned by them pursuant to the Company's 1984 Incentive Stock Option Plan and 1994 Employee Stock Incentive Plan.
+* Messrs. R.
+Randall Rollins and Gary W. Rollins disclaim any beneficial interest in these holdings. 
+ELECTION OF DIRECTORS 
+At the Annual Meeting, Messrs. Wilton Looney, Gary W. Rollins and James A. Lane, Jr. will be nominated to serve as Class III directors and
+Linda H. Graham will be nominated to serve as a Class II director. The directors in each class serve for a three year term, except that Ms. Graham, who has agreed to fill the vacancy
+created by the death of John W. Rollins, will serve a two year term and stand for re-election at the expiration of the term of other directors serving as Class II directors. The
+director nominees will serve in their respective class until their successors are elected and qualified. Four other individuals serve as directors but are not standing for re-election
+because their terms as directors extend past this Annual Meeting pursuant to provisions of the Company's Bylaws which provide for the election of directors for staggered terms, with each director
+serving a three-year term. Unless authority is withheld, the proxy holders will vote for the election of each nominee named below as directors. Although Management does not contemplate the
+possibility, in the event any nominee is not a candidate or is unable to serve as a director at the time of the election, unless authority is withheld, the proxies will be voted for any nominee who
+shall be designated by the present Board of Directors to fill such vacancy. 
+The
+name and age of each of the four director nominees, his or her principal occupation, together with the number of shares of Common Stock beneficially owned, directly or indirectly,
+by him or her and the percentage of outstanding shares that ownership represents, all as of the close of business on February 26, 2001, (according to information received by the Company) are
+set out below. Similar information is also provided for those directors whose terms expire in future years. Each director was originally elected as a director shortly after incorporation of the
+Company in January 1984, with the exception of Messrs. Richard A. Hubbell and James A. Lane, Jr., who were elected as directors on January 27, 1987, and Linda H. Graham,
+who is a current director nominee. 
+4 
+Names of Nominees 
+Principal Occupation(1) 
+Age 
+Common 
+Stock(2) 
+Percentage of 
+Outstanding 
+Shares 
+Class II (Term Expires 2003) 
+Linda H. Graham 
+Vice President and Secretary 
+64 
+81,731 
+(3) 
+0.3 
+Class III (New Term Expires 2004) 
+Wilton Looney 
+Honorary Chairman of the Board of Genuine Parts Company (automotive parts distributor). 
+81 
+1,200 
+less than 
+0.1 
+Gary W. Rollins(4) 
+President and Chief Operating Officer of Rollins, Inc. (consumer services). 
+56 
+15,576,389 
+(5) 
+54.9 
+James A. Lane, Jr. 
+Executive Vice President of the Company and President, Chaparral Boats, Inc. 
+58 
+134,130 
+(6) 
+0.5 
+Names of Directors Whose Terms Have Not Expired 
+Class I (Term Expires 2002) 
+R. Randall Rollins(4) 
+Chairman of the Board and Chief Executive Officer of the Company; Chairman of the Board and Chief Executive Officer of Rollins, Inc. (consumer services) (since October 1991); Vice Chairman of the Board of
+Rollins, Inc. (prior to October 1991). 
+69 
+15,534,999 
+(7) 
+54.8 
+Henry B. Tippie 
+Chairman of the Board and Chief Executive Officer of Tippie Services, Inc. (management services). 
+74 
+1,668,678 
+(8) 
+5.9 
+James B. Williams 
+Chairman of the Executive Committee, SunTrust Banks, Inc. (bank holding company) since 1998; and Chairman of the Board and Chief Executive Officer of SunTrust Banks, Inc. from 1995 to 1998 
+67 
+40,000 
+0.1 
+Class II (Term Expires 2003) 
+Richard A. Hubbell 
+President and Chief Operating Officer of the Company. 
+56 
+362,808 
+(9) 
+1.3 
+(1) Unless
+otherwise noted, each of the directors has held the positions of responsibility set out in this column (but not necessarily his or her present title) for more than five
+years. In addition to the directorships listed in this column, the following individuals also serve on the boards of directors of the following companies: Henry B. Tippie: Matlack
+Systems, Inc., Dover Downs Entertainment, Inc. and SafetyKleen; James B. Williams: SunTrust Banks, Inc., The Coca-Cola Company, Genuine Parts Company, and
+Georgia-Pacific Corporation; R. Randall Rollins: SunTrust Banks, Inc., SunTrust Banks of Georgia and Dover Downs Entertainment, Inc. All of the directors shown in the above table, with
+the exception of Messrs. Hubbell and Lane and Ms. Graham, are also directors of Rollins, Inc. In addition, all of the directors listed above will also be directors of Marine
+Products, pursuant to the spin-off, effective on February 28, 2001.
+(2) Except
+as otherwise noted, the nature of the beneficial ownership for all shares is sole voting and investment power.
+(3) Includes
+16,000 shares subject to options that are currently exercisable or that become exercisable within 60 days of the date hereof, and 19,200 shares of restricted stock
+awards. One-third of the options and performance restricted stock
+awards that have not been earned and issued into escrow will be surrendered for cancellation and replaced with options and awards under the Marine Products 2001 Employee Stock Incentive Plan.
+(4) R.
+Randall Rollins and Gary W. Rollins are brothers.
+(5) See
+information contained in footnote (4) to the table appearing in Capital Stock section.
+(6) See
+information contained in footnote (6) to the table appearing in Capital Stock section.
+(7) See
+information contained in footnote (3) to the table appearing in Capital Stock section. 
+5 
+(8) Includes
+1,418,678 shares of Common Stock of the Company in trusts of which he is a Trustee or Co-Trustee and as to which he shares voting and investment power. Does not
+include 12,408 shares held by the Estate of John W. Rollins; Mr. Tippie is the executor of the estate.
+(9) See
+information contained in footnote (5) to the table appearing in Capital Stock section. 
+BOARD OF DIRECTORS COMPENSATION, COMMITTEES AND MEETINGS 
+During 2000 non-employee Directors received from the Company $1,000 for each meeting of the Board of Directors or committee they attended, plus
+$10,000 per year. 
+The
+Audit Committee of the Board of Directors of the Company consists of Henry B. Tippie, Chairman, Wilton Looney and James B. Williams. The Audit Committee held five meetings during
+the fiscal year ended December 31, 2000. Its functions are described under the caption, "Report of the Audit Committee." The Compensation Committee of the Board of Directors of the Company
+consists of Henry B. Tippie, Chairman, Wilton Looney, and James B. Williams. It held one meeting during the fiscal year ended December 31, 2000. The functions of the Compensation Committee are
+to review the Company's executive compensation structure and to report to the Board any recommendation as to changes to insure continued effectiveness. The Board of Directors met four times during the
+fiscal year ended December 31, 2000. The Company does not have a nominating committee of the Board of Directors. No Director attended fewer than 75 percent of
+the aggregate of the Board meetings and meetings of committees on which he served during the fiscal year. 
+COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 
+None of the Directors named above who serve on the Company's Compensation Committee are or have ever been employees of the Company. No executive officer of the
+Company serves on a Compensation Committee of another company. R. Randall Rollins, an executive of the Company, serves on the Board of Directors of both SunTrust Banks, Inc. and SunTrust Banks
+of Georgia, a subsidiary of SunTrust Banks, Inc. Mr. Williams is the Chairman of the Executive Committee, SunTrust Banks, Inc. Mr. Rollins is not on the Compensation
+Committee of SunTrust Banks, Inc., or SunTrust Banks of Georgia. All banking services provided to the Company by SunTrust Banks of Georgia are priced at market-competitive rates. 
+6 
+EXECUTIVE COMPENSATION 
+Shown below is information concerning the annual and long-term compensation for services in all capacities to the Company for the calendar years
+ended December 31, 2000, 1999 and 1998 of those persons who were at December 31, 2000 (i) the Chief Executive Officer and (ii) the other Named Executives of the Company: 
+SUMMARY COMPENSATION TABLE 
+Long-Term 
+Compensation Awards 
+Annual 
+Compensation 
+Restricted 
+Stock 
+Awards 
+($) (1) 
+Securities 
+Underlying 
+Options (#)(1) 
+All Other 
+Compensation(2) 
+Name and Principal Position 
+Year 
+Salary 
+Bonus 
+R. Randall Rollins 
+Chairman of the Board and Chief Executive Officer 
+2000 
+1999 
+1998 
+$ 
+450,000 
+450,000 
+450,000 
+$ 
+0 
+0 
+0 
+0 
+0 
+0 
+0 
+0 
+0 
+$ 
+0 
+0 
+0 
+Richard A. Hubbell 
+President and Chief Operating Officer 
+2000 
+1999 
+1998 
+437,568 
+400,000 
+400,000 
+225,000 
+0 
+100,000 
+0 
+206,250 
+0 
+0 
+68,000 
+50,000 
+2,040 
+1,920 
+1,920 
+James A. Lane, Jr.(3) 
+Executive Vice President, and President, Chaparral Boats, Inc. 
+2000 
+1999 
+1998 
+67,841 
+67,841 
+67,841 
+3,259,448 
+2,168,007 
+1,900,350 
+(4) 
+0 
+0 
+0 
+0 
+0 
+0 
+2,040 
+1,920 
+1,920 
+Jonathan W. Moss 
+Executive Vice President 
+2000 
+1999 
+1998 
+189,036 
+189,036 
+189,036 
+6,494 
+0 
+36,471 
+0 
+0 
+0 
+0 
+0 
+0 
+2,040 
+1,920 
+1,920 
+Ben M. Palmer 
+Vice President, Chief Financial Officer, and Treasurer 
+2000 
+1999 
+1998 
+172,100 
+160,000 
+137,500 
+50,000 
+30,000 
+31,250 
+0 
+41,250 
+102,000 
+0 
+13,000 
+10,000 
+2,040 
+1,920 
+1,920 
+(1) The
+total number of shares held and their values on December 31, 2000 were as follows: Mr. Hubbell, 150,000 shares valued at $2,175,000 of which 8,000 shares are
+subject to issuance upon meeting performance criteria as defined in the related Performance Restricted Stock Agreement; Mr. Lane, 40,000 shares valued at $580,000; Mr. Moss 32,000 shares
+valued at $464,000; and Mr. Palmer, 24,000 shares valued at $348,000 of which 6,000 shares are subject to issuance upon meeting performance criteria as defined in the related Performance
+Restricted Stock Agreement. The December 31, 2000 values are based on the December 29, 2000 closing market stock price of $14.50 and do not take into account any diminution of value
+attributable to vesting provisions on these shares. One-third of the options and performance restricted stock awards that have not been earned and issued into escrow will be surrendered
+for cancellation and replaced with options and awards under the Marine Products 2001 Employee Stock Incentive Plan, pursuant to the spin-off. Time-Lapse Restricted Stock vests
+ten years from the date of grant. This stock is forfeited if the employment of the Named Executive terminates prior to vesting for reasons other than death, retirement or permanent disability. During
+these ten years, grantees receive all dividends declared and retain voting rights for the granted shares. Performance Restricted Stock is granted, but not earned and issued, until certain five year
+tiered performance criteria are met. The performance criteria are predetermined market prices of the Company's stock. On the date the stock appreciates to each level (determination date),
+20 percent of performance shares are earned. Once earned, the stock vests five years from the determination date. After the determination date, the grantee will receive all dividends declared
+and also voting rights to the shares.
+(2) Effective
+July 1, 1984, the Company adopted the RPC, Inc. 401(k) Plan ("401(k) Plan"), a qualified retirement plan designed to meet the requirements of
+Section 401(k) of the Internal Revenue Code. The 401(k) Plan provides for a matching contribution of forty cents ($.40) for each one dollar ($1.00) of a participant's contribution to the 401(k)
+Plan, not to exceed 3 percent of his or her annual compensation (which includes commissions, overtime and bonuses). A participant's voluntary pretax salary deferrals made under the 401(k) Plan
+are in lieu of payment of compensation to the participant. The amounts shown in this column represent the Company match for the Named Executives.
+(3) James
+A. Lane, Jr. will no longer be an employee of RPC, effective with the spin-off of Marine Products on February 28, 2001, but will serve as a director
+of RPC. 
+7 
+(4) Includes
+a bonus of $2,407,323 pursuant to Mr. Lane's employment agreement plus an additional bonus of $852,125 from the gain on settlement of claim of an antitrust
+allegation asserted against Brunswick Corporation by the American Boatbuilders Association (ABA), of which Chaparral is a member. 
+OPTION/SAR GRANTS IN FISCAL YEAR 2000 
+No Options or Stock Appreciation Rights were granted during the year ending December 31, 2000. 
+AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR 2000 
+AND YEAR-END OPTION/SAR VALUES 
+Name 
+Shares Acquired 
+on Exercise 
+Value 
+Realized 
+Number of 
+Securities 
+Underlying 
+Unexercised 
+Options/SARs 
+at FY End(#)(1) 
+Exercisable/ 
+Unexercisable 
+Value of 
+Unexercised 
+In-the-Money 
+Options/SARs 
+At FY END($)(1) 
+Exercisable/ 
+Unexercisable 
+R. Randall Rollins 
+0 
+0 
+0/0 
+0/0 
+Richard A. Hubbell 
+0 
+0 
+135,200/64,800 
+1,005,380/374,100 
+James A. Lane, Jr. 
+0 
+0 
+0/0 
+0/0 
+Jonathan W. Moss 
+0 
+0 
+0/0 
+0/0 
+Ben M. Palmer 
+0 
+0 
+19,200/13,800 
+106,150/80,475 
+(1) Based
+on the closing price of Company Common Stock on the New York Stock Exchange on December 29, 2000 of $14.50 per share. One-third of the options and awards
+that have not been earned and issued into escrow will be surrendered for cancellation and replaced with options and awards under the Marine Products 2001 Employee Stock Incentive Plan pursuant to the
+spin-off. 
+8 
+Notwithstanding anything to the contrary set forth in any of the Company's filings under the Securities Act of 1933, as
+amended, or the Securities Exchange Act of 1934, as amended, that might incorporate other Company filings, including this Proxy Statement, in whole or in part, the following Audit Committee and
+Compensation Committee reports and the Performance Graph included herein shall not be incorporated by reference into any such filings. 
+REPORT OF THE AUDIT COMMITTEE 
+The Audit Committee oversees RPC's reporting process on behalf of the Board of Directors. The Audit Committee of the Board of Directors is established pursuant
+to the Company's Bylaws and the Audit Committee Charter adopted by the Board of Directors on April 25, 2000. A copy of the Audit Committee Charter is attached to this Proxy Statement as
+Appendix A. 
+Management
+is responsible for the Company's internal controls and the financial reporting process. The Company's independent auditors are responsible for performing an independent
+audit of the Company's consolidated financial statements in accordance with auditing standards generally accepted in the United States of America and for issuing a report thereon. The Audit
+Committee's responsibility is generally to monitor and oversee these processes, as described in the Audit Committee Charter. 
+Each
+member of the Audit Committee is independent in the judgment of the Company's Board of Directors and as required by the listing standards of the New York Stock Exchange. 
+With
+respect to the year ended December 31, 2000, in addition to its other work, the Audit Committee: 
+• Reviewed
+and discussed with the Company's management the audited financial statements of the Company as of December 31, 2000 and for the year then
+ended;
+• Discussed
+with the independent auditors the matters required to be discussed by auditing standards generally accepted in the United States of America; and
+• Received
+from the independent auditors written affirmation of their independence required by Independence Standards Board No.1 and discussed with the
+auditors the firm's independence. 
+Based
+upon the review and discussions referred to above, the Committee recommended to the Board of Directors that the audited financial statements of the Company, as of
+December 31, 2000 and for the year then ended, be included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000 for filing with the
+Securities and Exchange Commission. 
+AUDIT
+COMMITTEE 
+Henry
+B. Tippie, Chairman 
+Wilton Looney 
+James B. Williams 
+9 
+REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION 
+Overview 
+During the fiscal year 2000, the members of the Compensation Committee of the Board of Directors held primary responsibility for determining executive
+compensation levels. The Compensation Committee is comprised of outside directors who are not eligible to participate in the Company's compensation plans and over whose name this report is presented. 
+The
+Company is engaged in highly competitive industries. The actions of the executive officers have a profound impact on the short-term and long-term
+profitability of the Company; therefore, the design of the executive officer compensation package is very important. In order to retain key employees, the Company has an executive compensation package
+that is driven by an increase in shareholder value, the overall performance of the Company, and the individual performance of the executive. The measures of the Company's performance include revenues
+and net income. 
+Pursuant
+to the above compensation philosophy, the three main components of the executive compensation package are base salary, cash based incentive plans, and stock based incentive
+plans. 
+Base Salary 
+The factors subjectively used in determining base salary include the recent profit performance of the Company, the magnitude of responsibilities, the scope of
+the position, individual performance, and the salary received by peers in similar positions in the same geographic area. These factors are not used in any specific formula or weighting. The salaries
+of the Named Executives are reviewed annually. Increases to base salaries for the Named Executives ranged up to 13 percent based on individual performance. 
+Cash Based Incentive Plans 
+The Company has individualized cash based incentive plans developed to reward individual performance. The Company includes several subsidiaries conducting
+business in unrelated industries, so each compensation plan was designed to be motivational and appropriate, based on the norms in that industry. 
+The
+annual cash based incentive compensation package for the executive officers is developed by the Chief Executive Officer of the Company prior to the end of each fiscal year. It is
+based upon performance objectives for the ensuing fiscal year. The Named Executives participate in a variety of individualized performance bonus plans designed to encourage achievement of
+short-term objectives. These plans all have payouts subjectively based on net income, budget objectives, and other individual specific performance objectives. The specific performance
+objectives relate to each executive improving the contribution of his functional area of responsibility to further enhance the earnings of the Company. The performance objectives and incentive package
+are then reviewed by the Committee and are either accepted or modified. The Chief Executive Officer does not participate in the cash incentive plans. 
+One
+of the Named Executives, James A. Lane, Jr. has an employment agreement with the Company that was first entered into as part of the Company's acquisition of Chaparral
+Boats, Inc. on November 4, 1986. Under this agreement, Mr. Lane receives an annual cash incentive bonus of 10 percent of pretax profit of Chaparral Boats, Inc. This
+incentive payment was approximately 98 percent of the total cash compensation paid to this executive in 2000. During 2000, Mr. Lane received in excess of $1 million in aggregate
+compensation (the maximum amount for which an employer may claim a compensation deduction, pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended, unless certain
+performance related compensation exemptions are met, during any one fiscal year). The Company obtained stockholder approval of this agreement at the April 25, 1995 Stockholders' meeting in
+order to qualify for the performance related compensation exemption. As of February 28, 2001, the effective date of the spin-off, Mr. Lane's employment agreement will no
+longer be an obligation of RPC. 
+10 
+Stock Based Incentive Plans 
+Awards under the Company's 1994 Employee Stock Incentive Plan are purely discretionary, and are not based on any specific formula and may or may not be granted
+in any given fiscal year. Grants are made under the Plan, and the Plan is administered by, non-employee Directors within the meaning of Rule 16b-3 under the Securities
+Exchange Act of 1934, as amended. When considering the grant of stock options, the Compensation Committee gives consideration to the overall performance of the Company and the performance of
+individual employees. The Chief Executive Officer, R. Randall Rollins, maintains significant ownership interest in the Company, and was, therefore, not considered for grants in 2000 under the 1994
+Employee Stock Incentive Plan. During the fiscal year 2000, no options were granted to any of the Named Executives pending the completion of the spin-off of the Company's powerboat
+manufacturing business, which became effective on February 28, 2001. 
+The
+Committee considers it unlikely that any participants in the Company's stock plans will, in the foreseeable future, receive in excess of $1 million in aggregate
+compensation (the maximum amount for which an employer may claim a compensation deduction pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended, unless certain performance
+related compensation exemptions are met) during any fiscal year, and has therefore, determined that since the exemption requirement does not apply, the Company will not change its various compensation
+plans, or otherwise meet the requirements of such exemption, at this time. 
+CEO Pay 
+The CEO's compensation is determined by the Compensation Committee. For fiscal year 2000, the cash compensation of R. Randall Rollins, Chairman and Chief
+Executive Officer, was $450,000, the same as it was in 1999. This represents the total compensation for Mr. Rollins, no portion of which was in performance driven bonuses or stock based
+incentive plans. The CEO's compensation is based upon the long-term growth in net income, stockholder value improvements and the CEO's individual performance. The decision of the Committee
+is subjective and is not based upon any specific formula or guidelines. The CEO does not consult with the Committee when his salary or incentive is determined. Neither the CEO nor any member of the
+Compensation Committee participates in any Company incentive program. 
+COMPENSATION
+COMMITTEE 
+Henry
+B. Tippie, Chairman 
+Wilton Looney 
+James B. Williams 
+11 
+COMMON STOCK PERFORMANCE 
+As part of the executive compensation information presented in this Proxy Statement, the Securities and Exchange Commission requires a five-year
+comparison of the cumulative total stockholder return based on the performance of the stock of the Company, assuming dividend reinvestment, as compared with both a broad equity market index and an
+industry or peer group index. The indices included in the following graph are the S&P 500 Index and a peer group which includes companies that are considered peers of the subsidiaries of the Company.
+See "Recent Developments" for a discussion of the spin-off of the business conducted by Chaparral. The companies included in the peer group have been weighted according to each respective
+issuer's stock market capitalization at the beginning of each year. The companies are Brunswick Corporation, which competes with the Company's boat manufacturing subsidiary; and Weatherford
+International, Inc., which competes with one of the largest oil and gas services subsidiaries of the Company. 
+COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN * 
+* Assumes
+reinvestment of dividends. 
+CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 
+Prior to June 30, 1984, the Company was a wholly-owned subsidiary of Rollins, Inc. ("Rollins"). On June 30, 1984, Rollins effected a
+spin-off distribution to its stockholders of all of the outstanding shares of the Company (the "Rollins Spin-off"). Messrs. Gary W. Rollins and R. Randall Rollins, named
+in the table under "Capital Stock" on page 2, have substantially similar interests in Rollins as they do in the Company. 
+The
+Company receives certain administrative services from Rollins. The service agreements between Rollins and the Company provide for the provision of services on a cost reimbursement
+basis and are terminable on six months notice. The services covered by these agreements include administration of certain employee benefit programs and other administrative services. Charges to the
+Company (or to corporations which are subsidiaries of the Company) for such services aggregated $30,200 in 2000. 
+12 
+Effective February 28, 2001, the Company will provide certain administrative services to Marine Products. The service agreements between Marine Products and the Company provide
+for the provision of services on a cost reimbursement basis and are terminable on 30 days notice. The services covered by these agreements include administration of certain employee benefit programs
+and other administrative services. Charges from the Company (or from corporations which are subsidiaries of the Company) for such services will be billed to Marine Products starting in March, 2001. 
+BENEFIT PLANS 
+The Company's Retirement Income Plan, effective July 1, 1984, is a trusteed defined benefit pension plan. The amounts shown on the following table are
+those annual benefits payable for life on retirement at age 65. The amounts computed in the following table assume: (a) that the participant remains in the service of the Company until his
+normal retirement date at age 65; (b) that the participant's earnings continue at the same rate as paid in the fiscal year ended December 31, 2000 during the remainder of his service
+until age 65; (c) that the normal form of benefit is a single-life annuity, and (d) that the Plan continues without substantial modification. The column entitled remuneration
+represents all compensation in the Summary Compensation table included herein. 
+PENSION PLAN TABLE 
+Remuneration 
+15 
+20 
+25 
+30 
+35 
+$ 
+100,000 
+$ 
+22,500 
+$ 
+30,000 
+$ 
+37,500 
+$ 
+45,000 
+$ 
+45,000 
+200,000 
+45,000 
+60,000 
+75,000 
+90,000 
+90,000 
+300,000 
+67,500 
+90,000 
+112,500 
+135,000 
+135,000 
+400,000 
+90,000 
+120,000 
+150,000 
+180,000 
+180,000 
+500,000 
+112,500 
+150,000 
+187,500 
+225,000 
+225,000 
+600,000 
+135,000 
+180,000 
+225,000 
+270,000 
+270,000 
+700,000 
+157,500 
+210,000 
+262,500 
+315,000 
+315,000 
+800,000 
+180,000 
+240,000 
+300,000 
+360,000 
+360,000 
+900,000 
+202,500 
+270,000 
+337,500 
+405,000 
+405,000 
+1,000,000 
+225,000 
+300,000 
+375,000 
+450,000 
+450,000 
+The
+above table does not reflect the Plan offset for Social Security average earnings, the maximum benefit limitations under Section 415 of the Internal Revenue
+Code of 1986, as amended (the "Code"), or the maximum compensation limitation under Section 401(a)(17) of the Code. 
+Retirement
+income benefits are based on the average of the employee's compensation from the Company for the five consecutive complete calendar years of highest compensation during the
+last ten consecutive complete calendar years ("final average compensation") immediately preceding the employee's retirement date or, if earlier, the date of his termination of employment. All
+corporate employees of the Company and its subsidiaries (other than employees subject to collective bargaining agreements) are eligible to participate in the Retirement Income Plan after completing
+1 year of service as an employee. The benefit formula is 1 1 / 2 percent of final average compensation less 3 / 4 of 1 percent (0.75%) of final average FICA
+earnings multiplied by years of service (maximum 30 years). The Plan also provides reduced early retirement benefits under certain conditions. In accordance with the Code, the maximum annual
+benefit that could be payable to a Retirement Income Plan beneficiary in 2000 was $135,000. However, this limitation does not affect previously accrued benefits of those individuals who became
+entitled to benefits in excess of $135,000 prior to the effective date of the applicable provisions of the Tax Equity and Fiscal Responsibility Act of 1982 and the Tax Reform Act of 1986. In
+accordance with the Code (as amended by the Omnibus Budget Reconciliation Act of 1993), the maximum compensation recognized by the Retirement Income Plan was $170,000 in 2000. Retirement benefits
+accrued at the end of any calendar year will not be reduced by any subsequent changes in the maximum compensation limit. Participants in the Rollins, Inc. Retirement Income Plan who transferred
+their employment to the Company as a result of the Rollins Spin-off participated immediately in the Plan. The current credited years of service for the five individuals named in the
+Summary Compensation table are: R. Randall Rollins—30, Richard A. Hubbell—14, James A. Lane, Jr.—13, Jonathan W.
+Moss—30, and Ben M. Palmer—4. 
+13 
+Effective July 1, 1984, the Company adopted a qualified 401(k) Plan. The only form of benefit payment under the 401(k) Plan is a single lump-sum payment equal to
+the vested balance in the
+participant's account on the date the distribution is processed. Under the 401(k) Plan, the full amount of a participant's vested accrued benefit is payable upon his termination of employment,
+retirement, total and permanent disability, or death. Also under the 401(k) Plan, the pre-tax account is payable upon attainment of age 59 1 / 2 or in the event of certain
+specified instances of financial hardship. Amounts contributed by the Company to the accounts of Named Executives for 2000 under this plan are reported in the "All Other Compensation" column of the
+Summary Compensation table included herein. 
+INDEPENDENT PUBLIC ACCOUNTANTS 
+Arthur Andersen LLP served as the auditors for the Company for the fiscal year ended December 31, 2000. In addition to performing the audit of
+the Company's consolidated financial statements, Arthur Andersen provided various other services during 2000. The aggregate fees billed for 2000 for each of the following categories of services are
+set forth below: 
+Audit and quarterly reviews 
+$ 
+90,000 
+All other services 
+$ 
+400,000 
+Arthur
+Andersen did not provide any services related to financial information systems design and implementation during 2000. All other services include: 
+1. Tax
+planning and preparation of tax returns of the Company
+2. Audit
+of the Company's employee benefit plans
+3. Acquisitions,
+due diligence reviews and services related to the spin-off transaction 
+For
+the year ended December 31, 2000 the Company's Audit Committee has considered whether the provision of non-audit services is compatible with maintaining auditor
+independence. 
+As
+is its policy, upon the recommendation of the Audit Committee, the Board of Directors shall select a firm of independent public accountants for fiscal 2001. It is anticipated that
+a representative of Arthur Andersen LLP will be present at the Annual Meeting to answer questions and make a statement should such representative so desire. 
+SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 
+The Company has completed a review of Forms 3, 4, and 5 and amendments thereto furnished to the Company by all Directors, Officers and greater than
+10 percent stockholders subject to the provisions of Section 16 of the Securities Exchange Act of 1934, as amended. In addition, the Company has a written representation from all
+Directors, Officers and greater than 10 percent stockholders from whom no Form 5 was received, indicating that no Form 5 filing was required. Based solely on this review, the
+Company believes that filing requirements of such persons under Section 16 for the fiscal year ended December 31, 2000 have been satisfied, except that Mr. Moss filed one
+Form 5 late reporting one 1999 transaction. 
+STOCKHOLDER PROPOSALS 
+Appropriate proposals of stockholders intended to be presented at the Company's 2002 Annual Meeting of Stockholders pursuant to Rule 14a-8
+promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), must be received by the Company by November 23, 2001 for inclusion in its Proxy Statement and form of
+proxy relating to that meeting. In addition, all stockholder proposals submitted outside of the stockholder proposal rules promulgated pursuant to Rule 14a-8 under the
+Exchange Act must be received by the Company by February 6, 2002 in order to 
+14 
+be considered timely. If such stockholder proposals are not timely received, proxyholders will have discretionary voting authority with regard to any such stockholder proposals which may come before
+the 2002 Annual Meeting. With regard to such stockholder proposals, if the date of the 2002 Annual Meeting is subsequently advanced or delayed by more than 30 days from the date of the 2001
+Annual Meeting, the Company shall, in a timely manner, inform stockholders of the change and the date by which proposals must be received. 
+VOTING PROCEDURES AND VOTE REQUIRED 
+The Chairman of the Board of Directors of the Company will select a representative of the Company's transfer agent as Inspector of the Election, to determine
+the eligibility of persons present at the Annual Meeting to vote and to determine whether the name signed on each proxy card corresponds to the name of a stockholder of the Company. The Inspector
+shall also determine whether or not a quorum of the shares of the Company (consisting of a majority of the votes entitled to be cast at the Annual Meeting) exists at the Annual Meeting. Abstentions
+and broker non-votes are counted for purposes of determining the presence or absence of a quorum for the transaction of business. If a quorum exists and a vote is taken at the Annual
+Meeting, the Inspector shall tabulate (i) the votes cast for or against each nominee for Director and (ii) the abstentions with respect to each nominee for Director. 
+In
+accordance with the Delaware General Corporation Law, the election of the nominees named herein as Directors will require the affirmative vote of a plurality of the votes cast by
+the shares of Company Common Stock entitled to vote in the election provided that a quorum is present at the Meeting. In the case of a plurality vote requirement (as in the election of Directors),
+where no particular percentage vote is required, the outcome is solely a matter of comparing the number of votes cast in favor of each nominee, and hence only votes for a nominee (and not abstentions
+or broker non-votes) are relevant to the outcome. 
+MISCELLANEOUS 
+The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000 is being mailed to stockholders with this Proxy
+Statement. 
+Management
+knows of no business other than the matters set forth herein which will be presented at the Annual Meeting. In as much as matters not known at this time that may come
+before the Annual Meeting, the enclosed proxy confers discretionary authority with respect to such matters as may properly come before the Annual Meeting; and it is the intention of the persons named
+in the proxy to vote in accordance with their best judgment on such matters. 
+BY
+ORDER OF THE BOARD OF DIRECTORS 
+Linda H. Graham, Secretary 
+Atlanta,
+Georgia 
+March 26, 2001 
+15 
+APPENDIX A 
+AUDIT COMMITTEE CHARTER 
+RPC INCORPORATED 
+AUDIT COMMITTEE CHARTER 
+PURPOSE 
+The primary purpose of the Audit Committee (the "Committee") is to assist the Company's Board of Directors (the "Board") in fulfilling its responsibility to
+oversee management's conduct of the Company's financial reporting process, including (by overseeing the financial reports and other financial information provided by the Company to any governmental or
+regulatory body, the public or other users thereof) the Company's systems of internal accounting and financial controls, and the annual independent audit of Company's financial statements. 
+In
+discharging its oversight role, the Committee is empowered to investigate any matter brought to its attention with full access to all books, records, facilities and personnel of
+the Company. The Committee is authorized to retain outside counsel, auditors or other experts and professional for this purpose. The Board and the Committee are in place to represent the Company's
+shareholders; accordingly, the outside auditor is ultimately accountable to the Board and the Committee. 
+MEMBERSHIP 
+The Committee shall be comprised of not less than three members of the Board, and the Committee's composition shall meet all requirements of the Audit
+Committee Policy of the New York Stock Exchange. 
+Accordingly,
+all of the members must be directors: 
+• Who
+have no relationship to the Company that may interfere with the exercise of their independence from management and the Company; and
+• Who
+are financially literate or who become financially literate within a reasonable period of time after appointment to the Committee. In addition, at
+least one member of the Committee must have accounting or related financial management expertise. 
+KEY RESPONSIBILITIES 
+The Committee's job is one of oversight and it recognizes that the Company's management members are responsible for the preparation of the Company's financial
+statements. Consequently, in discharging its oversight responsibilities, the Committee is not providing any expertise or special assurance as to the Company's financial statements or any professional
+certification as to the outside auditor's work. 
+The
+following functions shall be the common recurring activities of the Committee in carrying out its oversight function. These functions are set forth as a guide with the
+understanding that the Committee may diverge from this guide as appropriate under the circumstances. 
+• The
+Committee shall review with management and the outside Company's auditors the audited financial statements to be included in the Company's Annual
+Report on Form 10-K (or the Annual Report to Shareholders if distributed prior to the filing of Form 10-K) and review and consider with the outside auditors the
+matters required to be discussed by Statement of Auditing Standards ("SAS") No. 61. The management review shall include consultation with the Company's counsel relative to legal matters that
+could have a significant impact on the Company's financial statements.
+• As
+a whole, or through the Committee chair, the Committee shall review with the outside auditors the Company's interim financial results to be included in
+the Company's Quarterly Reports on Form 10-Q to be filed with the Commission and the matters required to be discussed by SAS No. 61. Such review shall occur prior to the
+filing of the Company's Quarterly Reports on Form 10-Q. 
+• The
+Committee shall discuss with management and the outside auditors the quality and adequacy of the Company's internal controls.
+• The
+Committee shall: 
+• 
+Request from the outside auditors annually, a formal written statement delineating all relationships between the auditor and the Company consistent with Independence Standards Board Standard No. 1; 
+• 
+Discuss with the outside auditors any such disclosed relationships and their impact on the outside auditor's independence; and 
+• 
+Recommend that the Board take appropriate action in response to the outside auditor's report to satisfy itself of the auditor's independence. 
+• The
+Committee, subject to any action that may be taken by the full Board, shall have the ultimate authority and responsibility to select (or nominate for
+shareholder approval), evaluate and, where appropriate, replace the outside auditor.
+• The
+Committee shall review the adequacy of the Charter on an annual basis. 
+RPC, INC. 
+Proxy Solicited by the Board of Directors of RPC, Inc. 
+for Annual Meeting of Stockholders on Tuesday, April 24, 2001, 9:30 A.M. 
+The undersigned hereby constitutes and appoints GARY W. ROLLINS and R. RANDALL ROLLINS, and each of them, jointly and severally, proxies, with
+full power of substitution, to vote all shares of Common Stock which the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held on April 24, 2001, at 9:30 A.M.
+at 2170 Piedmont Road, NE, Atlanta, Georgia, or any adjournment thereof. 
+The
+undersigned acknowledges receipt of Notice of Annual Meeting of Stockholders and Proxy Statement, each dated March 26, 2001, grants authority to said proxies, or either of
+them, or their substitutes, to act in the absence of others, with all the powers which the undersigned would possess if personally present at such meeting and hereby ratifies and confirms all that
+said proxies or their substitutes may lawfully do in the undersigned's name, place and stead. The undersigned instructs said proxies, or either of them, to vote as follows: 
+1. 
+/ / 
+FOR Wilton Looney, Gary W. Rollins and James A. Lane, Jr. as Class III Directors except as indicated below 
+/ / 
+ABSTAIN from voting for the election of all Class III nominees 
+2. 
+/ / 
+FOR Linda H. Graham as a Class II Director 
+/ / 
+ABSTAIN from voting for the election of Linda H. Graham 
+INSTRUCTIONS: To refrain from voting for any individual nominee, write that nominee's name in the space provided below: 
+3. ON
+ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. 
+(over) 
+RPC, INC. 
+ALL PROXIES SIGNED AND RETURNED WILL BE VOTED OR NOT VOTED IN ACCORDANCE WITH YOUR INSTRUCTIONS, BUT THOSE WITH NO CHOICE WILL BE VOTED "FOR" THE ABOVE-NAMED NOMINEES FOR
+DIRECTOR. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY. 
+PROXY 
+Please
+sign below, date and return promptly. 
+Signature
+Dated: 
+, 2001 
+(Signature
+should conform to name and title stenciled hereon. Executors, administrators, trustees, guardians and attorneys should add their title upon signing) 
+NO POSTAGE REQUIRED IF THIS PROXY IS RETURNED IN THE ENCLOSED ENVELOPE AND MAILED IN THE UNITED STATES. 
+QuickLinks 
+PROXY STATEMENT 
+SOLICITATION OF AND POWER TO REVOKE PROXY 
+RECENT DEVELOPMENTS 
+CAPITAL STOCK 
+ELECTION OF DIRECTORS 
+BOARD OF DIRECTORS COMPENSATION, COMMITTEES AND MEETINGS 
+COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 
+EXECUTIVE COMPENSATION 
+SUMMARY COMPENSATION TABLE 
+OPTION/SAR GRANTS IN FISCAL YEAR 2000 
+AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR 2000 AND YEAR-END OPTION/SAR VALUES 
+REPORT OF THE AUDIT COMMITTEE 
+REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION 
+COMMON STOCK PERFORMANCE 
+COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN 
+CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 
+BENEFIT PLANS 
+PENSION PLAN TABLE 
+INDEPENDENT PUBLIC ACCOUNTANTS 
+SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 
+STOCKHOLDER PROPOSALS 
+VOTING PROCEDURES AND VOTE REQUIRED 
+MISCELLANEOUS 
+RPC INCORPORATED AUDIT COMMITTEE CHARTER 
+RPC, INC.

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+CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 
+Prior to June 30, 1984, the Company was a wholly-owned subsidiary of Rollins, Inc. ("Rollins"). On June 30, 1984, Rollins effected a
+spin-off distribution to its stockholders of all of the outstanding shares of the Company (the "Rollins Spin-off"). Messrs. Gary W. Rollins and R. Randall Rollins, named
+in the table under "Capital Stock" on page 2, have substantially similar interests in Rollins as they do in the Company. 
+The
+Company receives certain administrative services from Rollins. The service agreements between Rollins and the Company provide for the provision of services on a cost reimbursement
+basis and are terminable on six months notice. The services covered by these agreements include administration of certain employee benefit programs and other administrative services. Charges to the
+Company (or to corporations which are subsidiaries of the Company) for such services aggregated $30,200 in 2000. 
+12 
+Effective February 28, 2001, the Company will provide certain administrative services to Marine Products. The service agreements between Marine Products and the Company provide
+for the provision of services on a cost reimbursement basis and are terminable on 30 days notice. The services covered by these agreements include administration of certain employee benefit programs
+and other administrative services. Charges from the Company (or from corporations which are subsidiaries of the Company) for such services will be billed to Marine Products starting in March, 2001.

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+DEF 14A
+1
+a2073224zdef14a.htm
+DEF 14A
+QuickLinks 
+-- Click here to rapidly navigate through this document 
+SCHEDULE 14A INFORMATION 
+Proxy Statement Pursuant to Section 14(a) of 
+the Securities Exchange Act of 1934 (Amendment No. ) 
+Filed by the Registrant / / 
+Filed by a Party other than the Registrant / / 
+Check the appropriate box: 
+/ / 
+Preliminary Proxy Statement 
+/ / 
+Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) 
+/X/ 
+Definitive Proxy Statement 
+/ / 
+Definitive Additional Materials 
+/ / 
+Soliciting Material Pursuant to §240.14a-12 
+RPC, INC. 
+(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): 
+/X/ 
+No fee required. 
+/ / 
+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: 
+/ / 
+Fee paid previously with preliminary materials. 
+/ / 
+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: 
+RPC, INC. 
+NOTICE OF ANNUAL MEETING OF STOCKHOLDERS 
+2170 Piedmont Road, NE, Atlanta, Georgia 30324 
+TO THE HOLDERS OF THE COMMON STOCK: 
+PLEASE TAKE NOTICE that the 2002 Annual Meeting of Stockholders of RPC, Inc., a Delaware corporation ("RPC"
+or "the Company"), will be held at the Company's offices located at 2170 Piedmont Road, NE, Atlanta, Georgia, on Tuesday, April 23, 2002, at 9:20 A.M., or any adjournment thereof, for
+the following purposes: 
+(1) To
+elect three Class I directors to the Board of Directors;
+(2) To
+transact such other business as may properly come before the meeting or any adjournment thereof. 
+The
+Proxy Statement dated March 18, 2002 is attached. 
+The
+Board of Directors has fixed the close of business on February 26, 2002 as the record date for the determination of stockholders entitled to notice of, and to vote at, the
+meeting. 
+Stockholders
+who do not expect to be present at the meeting are urged to complete, date, sign and return the enclosed proxy. No postage is required if the enclosed envelope is mailed in
+the United States. 
+BY
+ORDER OF THE BOARD OF DIRECTORS 
+Linda
+H. Graham, Secretary 
+Atlanta,
+Georgia 
+March 18, 2002 
+PROXY STATEMENT 
+This Proxy Statement and a form of proxy were first mailed to stockholders on or about March 22, 2002. The following information concerning the enclosed
+proxy and the matters to be acted upon at the Annual Meeting of Stockholders to be held on April 23, 2002, is submitted by the Company to the stockholders for their information. 
+SOLICITATION OF AND POWER TO REVOKE PROXY 
+A form of proxy is enclosed. Each proxy submitted will be voted as directed, but if not otherwise specified, proxies solicited by the Board of Directors of the
+Company will be voted in favor of the candidates for election to the Board of Directors. 
+A
+stockholder executing and delivering a proxy has power to revoke the same and the authority thereby given at any time prior to the exercise of such authority if he so elects, by
+contacting either proxyholder. 
+CAPITAL STOCK 
+The outstanding capital stock of the Company on February 26, 2002 consisted of 28,704,075 shares of Common Stock, par value $0.10 per share. Holders of
+Common Stock are entitled to one vote (non-cumulative) for each share of such stock registered in their respective names at the close of business on February 26, 2002, the record
+date for determining stockholders entitled to notice of and to vote at the meeting or any adjournment thereof. 
+A
+majority of the outstanding shares will constitute a quorum at the Annual Meeting. Abstentions and broker non-votes are counted for purposes of determining the presence or
+absence of a quorum for the transaction of business. In accordance with General Corporation Law of the state
+of Delaware, the election of the nominees named herein as Directors will require the affirmative vote of a plurality of the votes cast by the shares of Company Common Stock entitled to vote in the
+election provided that a quorum is present at the Annual Meeting. In the case of a plurality vote requirement (as in the election of directors), where no particular percentage vote is required, the
+outcome is solely a matter of comparing the number of votes cast for each nominee, and hence only votes for director nominees (and not abstentions or broker non-votes) are relevant to the
+outcome. 
+The
+executives named in the Summary Compensation Table, all of the directors of the Company and the name and address of each stockholder who owned beneficially five percent (5%) or more
+of the shares of Common Stock of the Company on February 26, 2002, together with the number of shares so owned and the percentage of outstanding shares that ownership represents, and
+information as to 
+2 
+Common Stock ownership of the executive officers and directors of the Company as a group (according to information received by the Company), is set out below: 
+Name and Address 
+of Beneficial Owner 
+Amount 
+Beneficially 
+Owned(1) 
+Percent of 
+Outstanding 
+Shares 
+FMR Corporation 
+82 Devonshire Street 
+Boston, Massachusetts 
+2,933,300 
+(2) 
+10.2 
+R. Randall Rollins 
+Chairman of the Board and Chief Executive Officer 
+2170 Piedmont Road, NE 
+Atlanta, Georgia 
+15,376,787 
+(3) 
+53.3 
+Gary W. Rollins 
+Director 
+2170 Piedmont Road, NE 
+Atlanta, Georgia 
+15,599,915 
+(4) 
+54.0 
+Richard A. Hubbell 
+President and Chief Operating Officer 
+2170 Piedmont Road, NE 
+Atlanta, Georgia 
+354,003 
+(5) 
+1.2 
+Jonathan W. Moss 
+Executive Vice President 
+2170 Piedmont Road, NE 
+Atlanta, Georgia 
+22,111 
+(6) 
+** 
+Linda H. Graham 
+Vice President and Secretary 
+2170 Piedmont Road, NE 
+Atlanta, Georgia 
+81,109 
+(7) 
+** 
+Ben M. Palmer 
+Vice President, Chief Financial Officer and Treasurer 
+2170 Piedmont Road, NE 
+Atlanta, Georgia 
+54,930 
+(8) 
+** 
+Henry B. Tippie 
+Chairman of the Board and Chief Executive Officer, 
+Tippie Services, Inc. 
+2170 Piedmont Road, NE 
+Atlanta, Georgia 
+1,658,280 
+(9) 
+5.7 
+Wilton Looney 
+Honorary Chairman of the Board, 
+Genuine Parts Company 
+2170 Piedmont Road, NE 
+Atlanta, Georgia 
+1,200 
+** 
+James B. Williams 
+Chairman of the Executive Committee, 
+SunTrust Banks, Inc. 
+2170 Piedmont Road, NE 
+Atlanta, Georgia 
+40,000 
+** 
+James A. Lane, Jr. 
+Executive Vice President of Marine Products Corporation, and President of 
+Chaparral Boats, Inc. 
+2170 Piedmont Road, NE 
+Atlanta, Georgia 
+130,130 
+(10) 
+** 
+All Directors and Executive Officers as a group (10 persons) 
+17,719,315 
+(11) 
+61.4 
+** Less
+than one percent
+(1) Except
+as otherwise noted, the nature of the beneficial ownership for all shares is sole voting and investment power.
+(2) Based
+on Schedule 13G/A filed with the Securities and Exchange Commission on February 14, 2002.
+(3) Includes
+514,702 shares of Common Stock held as Trustee, Guardian, or Custodian for his children or as Custodian for the children of his brother, Gary W. Rollins. Also includes
+1,385,560 shares of Common Stock in four trusts of which he is a Co-Trustee and as to which Mr. Rollins shares voting and investment power. Also includes 12,493,828 shares owned by
+LOR, Inc. Mr. Rollins is an officer, director and stockholder of LOR, Inc. Also includes 345,600 shares owned by Rollins Holding Company, Inc. Mr. Rollins is an
+officer, director and stockholder of Rollins Holding Company, Inc. Also includes 77,482 shares held by Rollins Investment Fund, a Georgia general partnership, of which Mr. Rollins is a
+general partner. Also includes 73,430 shares held by RWR Investment Partnership, a Georgia limited partnership, of which Mr. Rollins is a 
+3 
+general
+partner. Does not include 24,473 shares of Common Stock held by his wife, in which Mr. Rollins disclaims any beneficial interest. 
+(4) Includes
+418,861 shares of Common Stock held as Trustee or Custodian for his children or as Custodian for the children of his brother, R. Randall Rollins. Also includes 1,358,680
+shares of Common Stock in four trusts of which he is Co-Trustee and as to which he shares voting and investment power. Also includes 12,493,828 shares owned by LOR, Inc.
+Mr. Rollins is an officer, director and stockholder of LOR, Inc. Also includes 345,600 shares owned by Rollins Holding Company, Inc. Mr. Rollins is an officer, director and
+stockholder of Rollins Holding Company, Inc. Also includes 307,664 shares held by Rollins Investment Fund, a Georgia general partnership, of which Mr. Rollins is a general partner. Does
+not include 100,004 shares of Common Stock held by his wife, in which Mr. Rollins disclaims any beneficial interest.
+(5) Includes
+133,195 shares subject to options that are currently exercisable or that become exercisable within 60 days of the date hereof, and 131,913 shares of restricted stock
+awards.
+(6) Mr. Moss
+retired as an Executive Vice President of RPC, effective July 1, 2001, at which time the Compensation Committee waived additional vesting requirements on 28,800
+shares of restricted stock held in escrow. Such shares would have vested at various times between July, 2001 and April, 2004.
+(7) Includes
+14,773 shares subject to options that are currently exercisable or that become exercisable within 60 days of the date hereof, and 17,405 shares of restricted stock
+awards.
+(8) Includes
+22,525 shares subject to options that are currently exercisable or that become exercisable within 60 days of the date hereof, and 30,305 shares of restricted stock
+awards.
+(9) Includes
+1,408,280 shares of common stock held in trusts of which he is a Trustee or Co-Trustee and as to which he shares voting and investment power. Does not include
+12,408 shares held by the Estate of John W. Rollins; Mr. Tippie is the executor of the estate.
+(10) Includes
+40,000 shares of restricted stock awards.
+(11) Shares
+held in trusts as to which more than one officer and/or director are Co-Trustees have been included only once. Includes an aggregate of 390,116 shares which may be
+purchased by three executive officers upon exercise of options that are currently exercisable or that become exercisable within 60 days of the date hereof, or restricted stock grants awarded to
+or earned by them pursuant to the Company's 1984 Incentive Stock Option Plan and 1994 Employee Stock Incentive Plan. 
+ELECTION OF DIRECTORS 
+At the Annual Meeting, Messrs. R. Randall Rollins, Henry B. Tippie and James B. Williams will be nominated to serve as Class I directors. The
+directors in each class serve for a three year term. The director nominees will serve in their respective class until their successors are elected and qualified. Five other individuals serve as
+directors but are not standing for re-election because
+their terms as directors extend past this Annual Meeting pursuant to provisions of the Company's Bylaws which provide for the election of directors for staggered terms, with each director serving a
+three-year term. Unless authority is withheld, the proxy holders will vote for the election of each nominee named below as directors. Although management does not contemplate the
+possibility, in the event any nominee is not a candidate or is unable to serve as a director at the time of the election, unless authority is withheld, the proxies will be voted for any nominee who
+shall be designated by the present Board of Directors to fill such vacancy. 
+The
+name and age of each of the three director nominees, his or her principal occupation, together with the number of shares of Common Stock beneficially owned, directly or indirectly,
+by him or her and the percentage of outstanding shares that ownership represents, all as of the close of business on February 26, 2002, (according to information received by the Company) are
+set out below. Similar information is also provided for those directors whose terms expire in future years. Each director was originally elected as a director shortly after incorporation of the
+Company in January 1984, with the exception of Messrs. Richard A. Hubbell and James A. Lane, Jr., who were elected as directors on January 27, 1987, and Ms. Linda H.
+Graham, who has served as Vice President and Secretary of RPC since January 27, 1987, who was elected as director on April 24, 2001. 
+4 
+Names of Nominees 
+Principal Occupation(1) 
+Age 
+Common 
+Stock(2) 
+Percentage of 
+Outstanding 
+Shares 
+Class I (New Term Expires 2005) 
+R. Randall Rollins(3) 
+Chairman of the Board and Chief Executive Officer of the Company; Chairman of the Board of Marine Products Corporation (since March 2001); Chairman of the Board of Rollins, Inc. (consumer services) (since October 1991);
+Vice Chairman of the Board of Rollins, Inc. (prior to October 1991). 
+70 
+15,376,787 
+(4) 
+53.3 
+Henry B. Tippie 
+Chairman of the Board and Chief Executive Officer of Tippie Services, Inc. (management services). 
+75 
+1,658,280 
+(5) 
+5.7 
+James B. Williams 
+Chairman of the Executive Committee, SunTrust Banks, Inc. (bank holding company) since 1998; and Chairman of the Board and Chief Executive Officer of SunTrust Banks, Inc. from 1995 to 1998. 
+68 
+40,000 
+** 
+Names of Directors Whose Terms Have Not Expired 
+Class II (Term Expires 2003) 
+Richard A. Hubbell 
+President and Chief Operating Officer of the Company; President and Chief Executive Officer of Marine Products Corporation 
+57 
+354,003 
+(6) 
+1.2 
+Linda H. Graham 
+Vice President and Secretary of the Company; Vice President and Secretary of Marine Products Corporation 
+65 
+81,109 
+(7) 
+** 
+Class III (Term Expires 2004) 
+Wilton Looney 
+Honorary Chairman of the Board, Genuine Parts Company (automotive parts distributor). 
+82 
+1,200 
+** 
+Gary W. Rollins(3) 
+President and Chief Executive Officer of Rollins, Inc. (consumer services) 
+57 
+15,599,915 
+(8) 
+54.0 
+James A. Lane, Jr. 
+Executive Vice President of Marine Products Corporation; President of Chaparral Boats, Inc. 
+59 
+130,130 
+(9) 
+** 
+** less
+than one percent
+(1) Unless
+otherwise noted, each of the directors has held the positions of responsibility set out in this column (but not necessarily his or her present title) for more than five years.
+In addition to the directorships listed in this column, the following individuals also serve on the boards of directors of the following companies: Henry B. Tippie: Dover Downs
+Entertainment, Inc. and SafetyKleen; James B. Williams: SunTrust Banks, Inc., The Coca-Cola Company, and Genuine Parts Company; R. Randall Rollins: SunTrust
+Banks, Inc., SunTrust Banks of Georgia and Dover Downs Entertainment, Inc. All of the directors shown in the above table are also directors of Marine Products Corporation and with the
+exception of Messrs. Hubbell and Lane and Ms. Graham are also directors of Rollins, Inc.
+(2) Except
+as otherwise noted, the nature of the beneficial ownership for all shares is sole voting and investment power.
+(3) R.
+Randall Rollins and Gary W. Rollins are brothers.
+(4) See
+information contained in footnote (3) to the table appearing in Capital Stock section.
+(5) See
+information contained in footnote (9) to the table appearing in Capital Stock section.
+(6) See
+information contained in footnote (5) to the table appearing in Capital Stock section.
+(7) See
+information contained in footnote (7) to the table appearing in Capital Stock section.
+(8) See
+information contained in footnote (4) to the table appearing in Capital Stock section.
+(9) See
+information contained in footnote (10) to the table appearing in Capital Stock section. 
+5 
+BOARD OF DIRECTORS COMPENSATION, COMMITTEES AND MEETINGS 
+During 2001, non-employee Directors received from the Company $1,000 for each meeting of the Board of Directors or committee they attended, plus
+$10,000 per year. 
+The
+Audit Committee of the Board of Directors of the Company consists of Henry B. Tippie, Chairman, Wilton Looney and James B. Williams. The Audit Committee held six meetings during the
+fiscal year ended December 31, 2001. Its functions are described under the caption, "Report of the Audit Committee." The Compensation Committee of the Board of Directors of the Company
+consists of Henry B. Tippie, Chairman, Wilton Looney, and James B. Williams. It held two meetings during the fiscal year ended December 31, 2001. The function of the Compensation Committee is
+to review the compensation of R. Randall Rollins, Chairman and Chief Executive Officer, and recommend to the Board any changes to insure continued effectiveness. The Compensation Committee also
+administers the RPC, Inc. 1994 Employee Stock Incentive Plan. The Executive Committee of the Board of Directors consists of R. Randall Rollins and Gary W. Rollins. The Executive Committee had
+one meeting related to executive compensation during the year ended December 31, 2001. The function of the Executive Committee is to review the compensation for the Named Executives excluding
+R. Randall Rollins and recommend to the Board any changes to insure continued effectiveness and to take all permitted actions of the Board in its stead. The Board of Directors met five times during
+the fiscal year ended December 31, 2001. The Company does not have a nominating committee of the Board of Directors. No director attended fewer than 75 percent of the Board meetings and
+meetings of committees on which he or she served during 2001. 
+COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 
+None of the directors named above who serve on the Company's Compensation Committee are or have ever been employees of the Company. R. Randall Rollins and Gary
+W. Rollins serve on the Company's Executive Committee. R. Randall Rollins is an employee of the Company. R. Randall Rollins and Gary W. Rollins also serve on the executive committees of
+Rollins, Inc. and Marine Products Corporation. Richard A. Hubbell, who is an employee of the Company, also serves on the executive committee of Marine Products Corporation. These committees
+make certain decisions with respect to the compensation of the executive officers of those companies. Except as otherwise noted, no executive officer of the Company serves on a Compensation Committee
+of another company. R. Randall Rollins, an executive of the Company, serves on the Board of Directors of both SunTrust Banks, Inc. and SunTrust Banks of Georgia, a subsidiary of SunTrust
+Banks, Inc. Mr. Williams is the Chairman of the Executive Committee, SunTrust Banks, Inc. Mr. Rollins is not on the Compensation Committee of SunTrust Banks, Inc.,
+or SunTrust Banks of Georgia. RPC maintains a significant banking relationship with SunTrust Bank of Georgia. All banking services provided to the Company by SunTrust Banks of Georgia are priced at
+market-competitive rates. 
+6 
+EXECUTIVE COMPENSATION 
+Shown below is information concerning the annual and long-term compensation for services in all capacities to the Company for the calendar years ended
+December 31, 2001, 2000 and 1999 of those persons who were at December 31, 2001 (i) the Chief Executive Officer and (ii) the most highly compensated executive officers of
+the Company whose total annual compensation exceeded $100,000, and the one person who would have been among the most highly compensated executive officers had he continued as an executive officer
+until the end of the year (the "Named Executives"): 
+SUMMARY COMPENSATION TABLE 
+Long-Term 
+Compensation Awards 
+Annual 
+Compensation 
+Restricted 
+Stock 
+Awards 
+($) (1) 
+Name and Principal Position 
+Securities 
+Underlying 
+Options (#)(1) 
+All Other 
+Compensation(2) 
+Year 
+Salary 
+Bonus 
+R. Randall Rollins 
+Chairman of the Board and Chief Executive Officer 
+2001 
+2000 
+1999 
+$ 
+325,000 
+450,000 
+450,000 
+$ 
+50,000 
+0 
+0 
+0 
+0 
+0 
+0 
+0 
+0 
+$ 
+0 
+0 
+0 
+Richard A. Hubbell 
+President and Chief Operating Officer 
+2001 
+2000 
+1999 
+391,667 
+437,568 
+400,000 
+200,000 
+225,000 
+0 
+0 
+0 
+206,250 
+50,000 
+0 
+51,458 
+(3) 
+2,040 
+2,040 
+1,920 
+Jonathan W. Moss (4) 
+Executive Vice President 
+2001 
+2000 
+1999 
+122,518 
+189,036 
+189,036 
+0 
+6,494 
+0 
+0 
+0 
+0 
+0 
+0 
+0 
+2,040 
+2,040 
+1,920 
+Linda H. Graham 
+Vice President and Secretary 
+2001 
+2000 
+1999 
+102,083 
+118,750 
+100,000 
+25,000 
+25,000 
+0 
+0 
+0 
+0 
+5,000 
+0 
+3,783 
+(3) 
+1,975 
+1,425 
+1,320 
+Ben M. Palmer 
+Vice President, Chief Financial Officer, and Treasurer 
+2001 
+2000 
+1999 
+155,621 
+172,100 
+160,000 
+60,000 
+50,000 
+30,000 
+196,500 
+0 
+41,250 
+15,000 
+0 
+9,838 
+(3) 
+2,040 
+2,040 
+1,920 
+(1) The
+total number of shares held and their values on December 31, 2001 were as follows: Mr. Hubbell, 131,913 shares valued at $2,328,000, Ms. Graham, 18,918 shares
+valued at $334,000 of which 1,513 shares are subject to issuance upon meeting performance criteria as defined in the related Performance Restricted Stock Agreement and Mr. Palmer, 37,472 shares
+valued at $661,000 of which 10,167 shares are subject to issuance upon meeting performance criteria as defined in the related Performance Restricted Stock Agreement. The December 31, 2001
+values are based on the closing stock market price of $17.65 and do not take into account any diminution of value attributable to vesting provisions on these shares. Time-Lapse Restricted
+Stock vests ten years from the date of grant. This stock is forfeited if the employment of the Named Executive terminates prior to vesting for reasons other than death, retirement or permanent
+disability. During these ten years, grantees receive all dividends declared and retain voting rights for the granted shares. Performance Restricted Stock is granted, but not earned and issued, until
+certain five year tiered performance criteria are met. The performance criteria are predetermined market prices of the Company's stock. On the date the stock appreciates to each level (determination
+date), 20 percent of performance shares are earned. Once earned, the stock vests five years from the determination date. After the determination date, the grantee will receive all dividends
+declared and also voting rights to the shares. During 2001, 17,600 shares and 2,400 shares of restricted stock vested and were released to Mr. Hubbell and Ms. Graham, respectively, and
+are not included in the year end holdings stated above.
+(2) Effective
+July 1, 1984, the Company adopted the RPC, Inc. 401(k) Plan ("401(k) Plan"), a qualified retirement plan designed to meet the requirements of
+Section 401(k) of the Internal Revenue Code. The 401(k) Plan provides for a matching contribution of forty cents ($0.40) for each one dollar ($1.00) of a participant's contribution to the
+401(k) Plan, that does not exceed 3 percent of his or her annual compensation (which includes commissions, overtime and bonuses). A participant's voluntary pretax salary deferrals made under
+the 401(k) Plan are in lieu of payment of compensation to the participant. The amounts shown in this column represent the Company match for the Named Executives. 
+7 
+(3) Amounts
+have been adjusted pursuant to the spin-off in February 2001. One-third of the outstanding options as of the spin-off were
+surrendered for cancellation and replaced with options under the Marine Products 2001 Employee Stock Incentive Plan.
+(4) J.W.
+Moss retired from the Company in July, 2001 and is no longer an executive officer of the Company. All of his restricted stock awards were released to him upon his retirement. 
+OPTION/SAR GRANTS IN FISCAL YEAR 2001 
+The following table sets forth stock options granted in the fiscal year ending December 31, 2001 to each of the Company's Named Executives. Employees of
+the Company and its subsidiaries are eligible for stock option grants based on individual performance. The table sets forth the hypothetical gains that would exist for the options at the end of their
+ten-year term, assuming compound rates of stock appreciation of five percent and ten percent. The actual future value of the option will depend on the market value of the Company's Common
+Stock. All option exercise prices are based on the market price on the grant date. 
+Individual Grants(1) 
+Potential Realizable 
+Value At Annual Rates 
+Of Stock Price 
+Appreciation For 
+Option Term(2) 
+Percent 
+Of Total 
+Options 
+Granted To 
+Employees 
+In Fiscal 
+Year 
+Number of 
+Securities 
+Underlying 
+Options 
+Granted(#) 
+Name 
+Exercise Or 
+Base Price 
+($/Share) 
+Expiration 
+Date 
+5% 
+10% 
+R. Randall Rollins 
+0 
+0 
+0 
+0 
+0 
+0 
+Richard A. Hubbell 
+50,000 
+(3) 
+10.9 
+% 
+13.10 
+4/24/11 
+411,926 
+1,043,901 
+J.W. Moss 
+0 
+0 
+0 
+0 
+0 
+0 
+Linda H. Graham 
+5,000 
+(4) 
+1.1 
+% 
+13.10 
+4/24/11 
+41,193 
+104,390 
+Ben M. Palmer 
+15,000 
+(4) 
+3.3 
+% 
+13.10 
+4/24/11 
+123,578 
+313,170 
+(1) Options
+were granted on April 24, 2001 at a price of $13.10 per share. No Stock Appreciation Rights were granted to the Named Executives during 2001.
+(2) These
+amounts, based on assumed appreciation rates of five percent and 10 percent as prescribed by the Securities and Exchange Commission rules, are not intended to forecast
+possible future appreciation, if any, of the Company's stock price. These numbers do not take into account certain provisions of options providing for termination of the option following termination
+of employment, nontransferability or phased-in vesting. The Company did not use an alternative formula for a grant date valuation as it is not aware of any formula which will determine
+with reasonable accuracy a present value based on future unknown or volatile factors. Future compensation resulting from option grants is based solely on the performance of the Company's stock price.
+(3) Of
+the total options granted, 21,534 are non-qualified options. All of the options vest and become exercisable at predetermined percentages and expire after
+10 years.
+(4) These
+Incentive Stock Options vest and become exercisable 20 percent each year and expire after 10 years. 
+AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR 2001 
+AND YEAR-END OPTION/SAR VALUES 
+Name 
+Shares Acquired 
+on Exercise 
+Value 
+Realized 
+Number of 
+Securities 
+Options/SARs 
+at FY-End(#) 
+Exercisable/ 
+Unexercisable 
+Value of 
+Unexercised 
+In-the-Money 
+Options/SARs 
+At FY-End($)(1) 
+Exercisable/ 
+Unexercisable 
+R. Randall Rollins 
+0 
+0 
+0 
+0 
+Richard A. Hubbell 
+0 
+0 
+98,192/103,153 
+1,121,389/763,628 
+Jonathan W. Moss 
+0 
+0 
+0 
+0 
+Linda H. Graham 
+0 
+0 
+12,108/8,783 
+149,497/60,171 
+Ben M. Palmer 
+0 
+0 
+14,530/25,444 
+141,601/172,808 
+(1) Based
+on the closing price of Company Common Stock on the New York Stock Exchange on December 31, 2001 of $17.65 per share. 
+8 
+REPORTS OF THE AUDIT, COMPENSATION AND EXECUTIVE COMMITTEES AND 
+PERFORMANCE GRAPH 
+Notwithstanding anything to the contrary set forth in any of the Company's filings under the Securities Act of 1933, as amended, or the
+Securities Exchange Act of 1934, as amended, that might incorporate other Company filings, including this Proxy Statement, in whole or in part, the following Report of the Audit Committee, Report of
+the Compensation Committee and Executive Committee on Executive Compensation and the Performance Graph included herein shall not be incorporated by reference into any such
+filings. 
+REPORT OF THE AUDIT COMMITTEE 
+The Audit Committee of the Board of Directors is established pursuant to the Company's Bylaws and the Audit Committee Charter adopted by the Board of Directors on
+April 25, 2000. A copy of the Audit Committee Charter is attached to this Proxy Statement as Appendix A. 
+Each
+member of the Audit Committee is independent in the judgement of the Company's Board of Directors and as required by the listing standards of the New York Stock Exchange. 
+The
+Audit Committee of the Board of Directors of the Company has reviewed and discussed the consolidated financial statements of the Company and its subsidiaries to be set forth in the
+Company's 2001 Annual Report to stockholders and at Item 8 of the Company's Annual Report on Form 10-K for the year ended December 31, 2001, with management of the Company
+and Arthur Andersen LLP, independent public accountants for the Company. 
+The
+Audit Committee has discussed with Arthur Andersen LLP the matters required to be discussed by Statement on Auditing Standards No. 61, "Communications with Audit Committees,"
+as amended, which includes, among other items, matters relating to the conduct of an audit of the Company's financial statements. 
+The
+Audit Committee has received the written disclosures and the letter from Arthur Andersen LLP required by Independence Standards Board Standard No.1, "Independence Discussions with
+Audit Committees" and has discussed with Arthur Andersen LLP its independence from the Company. 
+Based
+on the review and discussions with management of the Company and Arthur Andersen LLP referred to above, the Audit Committee has recommended to the Board of Directors that the
+Company publish the consolidated financial statements of the Company and subsidiaries for the year ended December 31, 2001 in the Company's Annual Report on Form 10-K for the
+year ended December 31, 2001 and in the Company's 2001 Annual Report to Stockholders. 
+It
+is not the duty of the Audit Committee to plan or conduct audits or determine that the Company's financial statements are complete and accurate and in accordance with generally
+accepted accounting principles; that is the responsibility of management and the Company's independent public accountants. In giving its recommendation to the Board of Directors, the Audit Committee
+has relied on (i) management's representation that such financial statements have been prepared with integrity and objectivity and in conformity with generally accepted accounting principles
+(management relies in part on a business ethics questionnaire completed by all supervisory personnel) and (ii) the report of the Company's independent auditors with respect to such financial
+statements. 
+Submitted
+by the members of the Audit Committee of the Board of Directors. 
+AUDIT
+COMMITTEE 
+Henry B. Tippie, Chairman 
+Wilton Looney 
+James B. Williams 
+9 
+REPORT OF THE COMPENSATION COMMITTEE AND EXECUTIVE COMMITTEE ON EXECUTIVE COMPENSATION 
+Overview 
+During the fiscal year 2001, the members of the Compensation Committee of the Board of Directors held primary responsibility for determining the compensation for
+R. Randall Rollins, Chairman of the Board and Chief Executive Officer, and the stock based incentives for all the Named Executives. The Executive Committee held responsibility for determining the
+compensation of the Named Executives excluding Mr. Rollins. The Compensation Committee is comprised of outside directors who are not eligible to participate in the Company's compensation plans. 
+The
+Company is engaged in a highly competitive industry. The actions of the executive officers have a profound impact on the short-term and long-term
+profitability of the Company; therefore, the design of the executive officer compensation package is very important. In order to retain key employees, the Company has an executive compensation package
+that is driven by an increase in shareholder value, the overall performance of the Company, and the individual performance of the executive. The measures of the Company's performance include revenues
+and net income. 
+Pursuant
+to the above compensation philosophy, the three main components of the executive compensation package are base salary, cash based incentive plans, and stock based incentive
+plans. 
+In
+connection with the spin-off of Marine Products Corporation in February 2001, the responsibilities of the Chairman and Chief Executive Officer, and certain of the
+other Named Executives were reassessed and their compensation packages were restructured. Mr. Rollins, Mr. Hubbell, Mr. Palmer and Ms. Graham are now employees of the
+Company and Marine Products Corporation. Accordingly, the compensation of these Named Executives was reduced at RPC as these Named Executives receive compensation directly from Marine Products
+Corporation. 
+Base Salary 
+The factors subjectively used in determining base salary include the recent profit performance of the Company, the magnitude of responsibilities, the scope of the
+position, individual performance, and the salary received by peers in similar positions in the same geographic area. These factors are not used in any specific formula or weighting. The salaries of
+the Named Executives are reviewed annually. Decreases in base salaries for the Named Executives ranged up to 10 percent, after taking into consideration factors associated with the
+spin-off in February 2001. 
+Cash Based Incentive Plans 
+The annual cash based incentive compensation package for the other Named Executives is developed by the Chief Executive Officer of the Company prior to the end of
+each fiscal year. It is based upon performance objectives for the ensuing fiscal year. The Named Executives participate in a variety of individualized performance bonus plans designed to encourage
+achievement of short-term objectives. These plans all have payouts subjectively based on net income, budget objectives, and other individual specific performance objectives. The specific
+performance objectives relate to each executive improving the contribution of his functional area of responsibility to further enhance the earnings of the Company. These performance objectives and
+incentive package are then reviewed by the Executive Committee and either accepted, amended, or modified. All of the Named Executives participating in this plan earned a bonus during 2001 as a result
+of progress toward achieving the Company's strategic objectives. 
+10 
+Stock Based Incentive Plans 
+Awards under the Company's 1994 Employee Stock Incentive Plan are purely discretionary, and are not based on any specific formula and may or may not be granted in
+any given fiscal year. When considering the grants under the plan, the Compensation Committee gives consideration to the overall performance of the Company and the performance of individual employees.
+The Chief Executive Officer, R. Randall Rollins, maintains significant ownership interest in the Company, and was, therefore, not considered for grants in 2001 under the 1994 Employee Stock Incentive
+Plan. Grants are made under the Plan, and the Plan is administered by, non-employee directors within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934,
+as amended. During the fiscal year 2001, the Named Executives were granted a total of 70,000 Stock Options and one of the Named Executives was awarded 7,500 shares of Time Lapse Restricted Stock and
+7,500 shares of Performance Restricted Stock. In general, these grants were based upon the scope of the position and performance of each individual. 
+The
+Compensation and the Executive Committees currently believe that option grants under the Company's 1994 Employee Stock Incentive Plan will be exempt for purposes of determining the
+$1 million deductibility limit of Section 162(m) of the Internal Revenue Code of 1986, as amended. As a result, the Committees consider it unlikely that any participants in the Company's
+stock plans will, in the foreseeable future, receive in excess of $1 million in aggregate compensation (the maximum amount for which an employer may claim a compensation deduction unless
+certain performance related compensation exemptions are met) during any fiscal year, and have therefore determined that since the exemption requirement does not apply, the Company will not change its
+various compensation plans, or otherwise meet the requirements of such exemption, at this time in order to exempt other types of compensation under Section 162(m). 
+Chief Executive Officer Compensation 
+The Chief Executive Officer's compensation is determined by the Compensation Committee. For fiscal year 2001, the cash compensation of R. Randall Rollins,
+Chairman and Chief Executive Officer, was $375,000, $50,000 of which was cash based incentive compensation. This represents the total compensation for Mr. Rollins, no portion of which was in
+stock based incentive plans. The Chief Executive Officer's compensation is based upon the long-term growth in net income, stockholder value improvements and the Chief Executive Officer's
+individual performance. The decision of the Compensation Committee is subjective and is not based upon any specific formula or guidelines. The Chief Executive Officer does not consult with the
+Committee when his compensation is determined. No member of the Compensation Committee participates in any Company incentive program. 
+COMPENSATION
+COMMITTEE 
+Henry B. Tippie, Chairman 
+Wilton Looney 
+James B. Williams 
+EXECUTIVE
+COMMITTEE 
+R. Randall Rollins 
+Gary W. Rollins 
+11 
+COMMON STOCK PERFORMANCE 
+As part of the executive compensation information presented in this Proxy Statement, the Securities and Exchange Commission requires a 5-year
+comparison of the cumulative total stockholder return based on the performance of the stock of the Company, assuming dividend reinvestment, as compared with both a broad equity market index and an
+industry or peer group index. The indices included in the following graph are the Russell 2000 Index, of which the Company is a component, the Philadelphia Stock Exchange's Oil Service Index ("OSX"),
+and a peer group which includes companies that are considered peers of the Company, as discussed below (the "Peer Group"). The graph also includes a peer group consisting of two companies (Weatherford
+International, Inc., and the Brunswick Corporation) which were utilized for comparison in prior years (the "Former Peer Group"). 
+The
+companies included in the Peer Group are Weatherford International, Inc., BJ Services Company, Superior Energy Services, Inc., and Halliburton Company. The companies
+included in the peer group have been weighted according to each respective issuer's stock market capitalization at the beginning of each year. 
+The
+Company reexamined its peer group following the February 28, 2001 spin-off of its powerboat manufacturing segment. One company in the Former Peer Group, Brunswick
+Corporation, was included because of its involvement in the powerboat manufacturing business. Since the Company is no longer involved in the boat manufacturing business, Brunswick has been eliminated
+from the peer group, and the others shown above were added. The graph below assumes the value of $100.00 invested on December 31, 1996. 
+COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN * 
+12 
+CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 
+Effective February 28, 2001, the Company began providing certain administrative services to Marine Products. The service agreements between Marine Products
+and the Company provide for the provision of services on a cost reimbursement basis and are terminable on six months notice. The services covered by these agreements include administration of certain
+employee benefit programs and other administrative services. Charges from the Company (or from corporations which are subsidiaries of the Company) for such services aggregated approximately $868,000
+in 2001. 
+During
+2001, a subsidiary of RPC conducted business with a company owned by LOR, Inc. The officers, directors and stockholders of LOR, Inc. include Mr. Randall
+Rollins, Chairman and Chief Executive Officer, and Mr. Gary W. Rollins, Director. In 2001, payments totaling approximately $434,000 were made to this LOR, Inc. company for the purchase
+of parts and repair services related to certain of RPC's oilfield operating equipment. RPC believes the charges incurred by its subsidiary are at least as favorable as the charges that would have been
+incurred for similar services from unaffiliated third parties. 
+BENEFIT PLANS 
+The Company's Retirement Income Plan, effective July 1, 1984, is a trusteed defined benefit pension plan. The amounts shown on the following table are
+those annual benefits payable for life on retirement at age 65. The amounts computed in the following table assume: (a) that the participant remains in the service of the Company until his
+normal retirement date at age 65; (b) that the participant's earnings continue at the same rate as paid in the fiscal year ended December 31, 2001 during the remainder of his service
+until age 65; (c) that the normal form of benefit is a single-life annuity, and (d) that the Plan continues without substantial modification. The column entitled remuneration
+represents all compensation in the Summary Compensation Table included herein. 
+PENSION PLAN TABLE 
+Remuneration 
+15 
+20 
+25 
+30 
+35 
+$ 
+100,000 
+$ 
+22,500 
+$ 
+30,000 
+$ 
+37,500 
+$ 
+45,000 
+$ 
+45,000 
+200,000 
+45,000 
+60,000 
+75,000 
+90,000 
+90,000 
+300,000 
+67,500 
+90,000 
+112,500 
+135,000 
+135,000 
+400,000 
+90,000 
+120,000 
+150,000 
+180,000 
+180,000 
+500,000 
+112,500 
+150,000 
+187,500 
+225,000 
+225,000 
+600,000 
+135,000 
+180,000 
+225,000 
+270,000 
+270,000 
+700,000 
+157,500 
+210,000 
+262,500 
+315,000 
+315,000 
+800,000 
+180,000 
+240,000 
+300,000 
+360,000 
+360,000 
+900,000 
+202,500 
+270,000 
+337,500 
+405,000 
+405,000 
+1,000,000 
+225,000 
+300,000 
+375,000 
+450,000 
+450,000 
+The
+above table does not reflect the Plan offset for Social Security average earnings, the maximum benefit limitations under Section 415 of the Internal Revenue
+Code of 1986, as amended (the "Code"), or the maximum compensation limitation under Section 401(a)(17) of the Code. 
+Retirement
+income benefits are based on the average of the employee's compensation from the Company for the five consecutive complete calendar years of highest compensation during the
+last ten consecutive complete calendar years ("final average compensation") immediately preceding the employee's retirement date or, if earlier, the date of his termination of employment. All
+full-time corporate employees of the Company and its subsidiaries (other than employees subject to collective bargaining agreements) are eligible to participate in the Retirement Income
+Plan after completing 1 year of service as an employee. The benefit formula is 1 1 / 2 percent of final average compensation less 3 / 4 of 1 percent (0.75%) of
+final average FICA earnings multiplied by years of service (maximum 30 years). The Plan also provides reduced early retirement benefits under certain conditions. In 
+13 
+accordance with the Code, the maximum annual benefit that could be payable to a Retirement Income Plan beneficiary in 2001 was $140,000. However, this limitation does not affect previously accrued
+benefits of those individuals who became entitled to benefits in excess of $140,000 prior to the effective date of the applicable provisions of the Tax Equity and Fiscal Responsibility Act of 1982 and
+the Tax Reform Act of 1986. In accordance with the Code (as amended by the Omnibus Budget Reconciliation Act of 1993), the maximum compensation recognized by the Retirement Income Plan was $170,000 in
+2001. Retirement benefits accrued at the end of any calendar year will not be reduced by any subsequent changes in the maximum compensation limit. The current credited years of service for the five
+individuals named in the executive compensation table are: R. Randall Rollins—30, Richard A. Hubbell—15, Jonathan W. Moss—30, Linda H. Graham—15 and Ben
+M. Palmer—5. 
+Effective
+July 1, 1984, the Company adopted a qualified retirement plan designed to meet the requirements of Section 401(k) of the Code ("401(k) Plan"). The only form of
+benefit payment under the 401(k) Plan is a single lump-sum payment equal to the vested balance in the participant's account on the date the distribution is processed. Under the 401(k)
+Plan, the full amount of a participant's vested accrued benefit is payable upon his termination of employment, retirement, total and permanent disability, or death. Also under the 401(k) Plan, the
+pre-tax account is payable upon attainment of age 59 1 / 2 or in the event of certain specified instances of financial hardship. Amounts contributed by the Company to the
+accounts of Named Executives for 2001 under this plan are reported in the "All Other Compensation" column of the Summary Compensation Table on page 7 included herein. 
+Subsequent
+to year-end, the Company's Board of Directors approved a resolution to cease all future retirement benefit accruals under the Retirement Income Plan effective
+March 31, 2002, and increase the matching contribution to fifty cents ($0.50) for each dollar ($1.00) of a participant's contribution to the 401(k) plan, not to exceed 6 percent of his
+or her annual compensation. In addition, the Company will be providing additional benefits to longer serviced employees that will vest over a five year period beginning in 2002. The amount to be
+contributed for the Named Executives, if any, has not been determined. 
+INDEPENDENT PUBLIC ACCOUNTANTS 
+Arthur Andersen LLP served as the Company's auditor for the fiscal year ended December 31, 2001. In addition to performing the audit of the Company's
+consolidated financial statements, Arthur Andersen provided various other services during 2001. The aggregate fees billed for 2001 for each of the following categories of services are set forth below: 
+Audit and quarterly reviews 
+$ 
+99,000 
+All other services 
+$ 
+170,000 
+Arthur
+Andersen did not provide any services related to financial information systems design and implementation during 2001. All other services include: 
+1. Tax
+planning and preparation of tax returns of the Company
+2. Audit
+of the Company's 401(k) plan
+3. Preparation
+of registration statement to the spin-off transaction 
+For
+the year ended December 31, 2001 the Company's Audit Committee has considered and determined that the provision of non-audit services is compatible with
+maintaining auditor independence. 
+As
+is its policy, upon the recommendation of the Audit Committee, the Board of Directors shall select a firm of independent public accountants for fiscal 2002. It is anticipated that a
+representative 
+14 
+of Arthur Andersen LLP will be present at the Annual Meeting to answer questions and make a statement should such representative so desire. 
+SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 
+The Company has completed a review of Forms 3, 4, and 5 and amendments thereto furnished to the Company by all Directors, Officers and greater than
+10 percent stockholders subject to the provisions of Section 16 of the Securities Exchange Act of 1934, as amended. In addition, the Company has a written representation from all
+Directors, Officers and greater than 10 percent stockholders from whom no Form 5 was received (except for FMR Corporation), indicating that no Form 5 filing was required. Based
+solely on this review, the Company believes that filing requirements of such persons under Section 16 for the fiscal year ended December 31, 2001 have been satisfied. 
+STOCKHOLDER PROPOSALS 
+Appropriate proposals of stockholders intended to be presented at the Company's 2003 Annual Meeting of Stockholders pursuant to Rule 14a-8
+promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), must be received by the Company by November 22, 2002 for inclusion in its Proxy Statement and form of
+proxy relating to that meeting. With respect to the Company's annual meeting of the stockholders to be held in 2003, all stockholder proposals submitted outside of the stockholder proposal rules
+contained in Rule 14a-8 promulgated under the Exchange Act must be received by the Company by February 5, 2003 in order to be considered timely. With regard to such
+stockholder proposals, if the date of the next annual meeting of stockholders is advanced or delayed by more than 30 calendar days from April 23, 2003, the Company will, in a timely manner,
+inform stockholders of the change and the date by which proposals must be received. 
+MISCELLANEOUS 
+The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 is being mailed to stockholders with this proxy
+statement. 
+Management
+knows of no business other than the matters set forth herein which will be presented at the Annual Meeting. In as much as matters not known at this time may come before the
+Annual Meeting, the enclosed proxy confers discretionary authority with respect to such matters as may properly come before the Annual Meeting; and it is the intention of the persons named in the
+proxy to vote in accordance with their best judgment on such matters. 
+BY
+ORDER OF THE BOARD OF DIRECTORS 
+Linda
+H. Graham, Secretary 
+Atlanta,
+Georgia 
+March 18, 2002 
+15 
+APPENDIX A 
+AUDIT COMMITTEE CHARTER 
+RPC INCORPORATED 
+AUDIT COMMITTEE CHARTER 
+PURPOSE 
+The primary purpose of the Audit Committee (the "Committee") is to assist the Company's Board of Directors (the "Board") in fulfilling its responsibility to
+oversee management's conduct of the Company's financial reporting process, including (by overseeing the financial reports and other financial information provided by the Company to any governmental or
+regulatory body, the public or other users thereof) the Company's systems of internal accounting and financial controls, and the annual independent audit of Company's financial statements. 
+In
+discharging its oversight role, the Committee is empowered to investigate any matter brought to its attention with full access to all books, records, facilities and personnel of the
+Company. The Committee is authorized to retain outside counsel, auditors or other experts and professional for this purpose. The Board and the Committee are in place to represent the Company's
+shareholders; accordingly, the outside auditor is ultimately accountable to the Board and the Committee. 
+MEMBERSHIP 
+The Committee shall be comprised of not fewer than three members of the Board, and the Committee's composition shall meet all requirements of the Audit Committee
+Policy of the New York Stock Exchange. 
+Accordingly,
+all of the members must be directors: 
+• Who
+have no relationship to the Company that may interfere with the exercise of their independence from management and the Company; and
+• Who
+are financially literate or who become financially literate within a reasonable period of time after appointment to the Committee. In addition, at least
+one member of the committee must have accounting or related financial management expertise. 
+KEY RESPONSIBILITIES 
+The Committee's job is one of oversight and it recognizes that the Company's management members are responsible for the preparation of the Company's financial
+statements. Consequently, in discharging its oversight responsibilities, the Committee is not providing any expertise or special assurance as to the Company's financial statements or any professional
+certification as to the outside auditor's work. 
+The
+following functions shall be the common recurring activities of the Committee in carrying out its oversight function. These functions are set forth as a guide with the understanding
+that the Committee may diverge from this guide as appropriate under the circumstances. 
+• The
+Committee shall review with management and the outside Company's auditors the audited financial statements to be included in the Company's Annual Report
+on Form 10-K (or the Annual Report to Shareholders if distributed prior to the filing of Form 10-K) and review and consider with the outside auditors the matters
+required to be discussed by Statement of Auditing Standards ("SAS") No. 61. The management review shall include consultation with the Company's counsel relative to legal matters that could have
+a significant impact on the Company's financial statements.
+• As
+a whole, or through the Committee chair, the Committee shall review with the outside auditors the Company's interim financial results to be included in
+the Company's Quarterly Reports on Form 10-Q to be filed with the Commission and the matters required to be discussed by SAS No. 61. Such review shall occur prior to the
+filing of the Company's Quarterly Reports on Form 10-Q. 
+• The
+Committee shall discuss with management and the outside auditors the quality and adequacy of the Company's internal controls.
+• The
+Committee shall: 
+• 
+Request from the outside auditors annually, a formal written statement delineating all relationships between the auditor and the Company consistent with Independence Standard Board Standard No. 1; 
+• 
+Discuss with the outside auditors any such disclosed relationships and their impact on the outside auditor's independence; and 
+• 
+Recommend that the Board take appropriate action in response to the outside auditor's report to satisfy itself of the auditor's independence. 
+• The
+Committee, subject to any action that may be taken by the full Board, shall have the ultimate authority and responsibility to select (or nominate for
+shareholder approval), evaluate and, where appropriate, replace the outside auditor.
+• The
+Committee shall review the adequacy of the Charter on an annual basis. 
+RPC, Inc. 
+Proxy Solicited by the Board of Directors of RPC, Inc. 
+for Annual Meeting of Stockholders on Tuesday, April 23, 2002, 9:20 A.M. 
+The undersigned hereby constitutes and appoints GARY W. ROLLINS and R. RANDALL ROLLINS, and each of them, jointly and severally, proxies, with full
+power of substitution, to vote all shares of Common Stock which the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held on April 23, 2002, at 9:20 A.M. at
+2170 Piedmont Road, NE, Atlanta, Georgia, or any adjournment thereof. 
+The
+undersigned acknowledges receipt of Notice of Annual Meeting of Stockholders and Proxy Statement, each dated March 18, 2002, grants authority to said proxies, or either of
+them, or their substitutes, to act in the absence of others, with all the powers which the undersigned would possess if personally present at such meeting and hereby ratifies and confirms all that
+said proxies or their substitutes may lawfully do in the undersigned's name, place and stead. The undersigned instructs said proxies, or either of them, to vote as follows: 
+1. 
+o 
+FOR R. Randall Rollins, Henry B. Tippie and James B. Williams, as Class I Directors except as indicated below 
+o 
+ABSTAIN from voting for the election of all Class I nominees 
+INSTRUCTIONS: To refrain from voting for any individual nominee, write that nominee's name in the space provided below: 
+2. ON
+ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. 
+(over) 
+RPC, INC. 
+ALL PROXIES SIGNED AND RETURNED WILL BE VOTED OR NOT VOTED IN ACCORDANCE WITH YOUR INSTRUCTIONS, BUT THOSE WITH NO CHOICE WILL BE VOTED
+"FOR" THE ABOVE-NAMED NOMINEES FOR DIRECTOR. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY. 
+PROXY 
+Please sign below, date and return promptly. 
+Signature 
+Dated: 
+, 2002 
+(Signature should conform to name and title stenciled hereon. Executors, administrators, trustees, guardians and attorneys should add their title upon signing) 
+NO POSTAGE REQUIRED IF THIS PROXY IS RETURNED IN THE ENCLOSED ENVELOPE AND MAILED IN THE UNITED STATES. 
+QuickLinks 
+PROXY STATEMENT 
+SOLICITATION OF AND POWER TO REVOKE PROXY 
+CAPITAL STOCK 
+ELECTION OF DIRECTORS 
+BOARD OF DIRECTORS COMPENSATION, COMMITTEES AND MEETINGS 
+COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 
+EXECUTIVE COMPENSATION 
+SUMMARY COMPENSATION TABLE 
+OPTION/SAR GRANTS IN FISCAL YEAR 2001 
+AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR 2001 AND YEAR-END OPTION/SAR VALUES 
+REPORTS OF THE AUDIT, COMPENSATION AND EXECUTIVE COMMITTEES AND PERFORMANCE GRAPH 
+REPORT OF THE AUDIT COMMITTEE 
+REPORT OF THE COMPENSATION COMMITTEE AND EXECUTIVE COMMITTEE ON EXECUTIVE COMPENSATION 
+COMMON STOCK PERFORMANCE 
+COMPARISON OF FIVE–YEAR CUMULATIVE TOTAL RETURN 
+CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 
+BENEFIT PLANS 
+PENSION PLAN TABLE 
+INDEPENDENT PUBLIC ACCOUNTANTS 
+SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 
+STOCKHOLDER PROPOSALS 
+MISCELLANEOUS 
+RPC INCORPORATED AUDIT COMMITTEE CHARTER

raw/proxies/0000742278/0000912057-02-012168/proxy_rpt.txt

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+CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 
+Effective February 28, 2001, the Company began providing certain administrative services to Marine Products. The service agreements between Marine Products
+and the Company provide for the provision of services on a cost reimbursement basis and are terminable on six months notice. The services covered by these agreements include administration of certain
+employee benefit programs and other administrative services. Charges from the Company (or from corporations which are subsidiaries of the Company) for such services aggregated approximately $868,000
+in 2001. 
+During
+2001, a subsidiary of RPC conducted business with a company owned by LOR, Inc. The officers, directors and stockholders of LOR, Inc. include Mr. Randall
+Rollins, Chairman and Chief Executive Officer, and Mr. Gary W. Rollins, Director. In 2001, payments totaling approximately $434,000 were made to this LOR, Inc. company for the purchase
+of parts and repair services related to certain of RPC's oilfield operating equipment. RPC believes the charges incurred by its subsidiary are at least as favorable as the charges that would have been
+incurred for similar services from unaffiliated third parties.

raw/proxies/0000742278/0001047469-03-010163/proxy.txt

@@ -0,0 +1,907 @@
+DEF 14A
+1
+a2106108zdef14a.htm
+DEF 14A
+QuickLinks 
+-- Click here to rapidly navigate through this document 
+SCHEDULE 14A INFORMATION 
+Proxy
+Statement Pursuant to Section 14(a) of 
+the Securities Exchange Act of 1934 (Amendment No. ) 
+Filed by the Registrant ý 
+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)) 
+ý 
+Definitive Proxy Statement 
+o 
+Definitive Additional Materials 
+o 
+Soliciting Material Pursuant to §240.14a-12 
+RPC, INC. 
+(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): 
+ý 
+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: 
+RPC, INC. 
+NOTICE OF ANNUAL MEETING OF STOCKHOLDERS 
+2170 Piedmont Road, NE, Atlanta, Georgia 30324 
+TO THE HOLDERS OF THE COMMON STOCK: 
+PLEASE TAKE NOTICE that the 2003 Annual Meeting of Stockholders of RPC, Inc., a Delaware corporation ("RPC" or "the Company"), will
+be held at the Company's offices located at 2170 Piedmont Road, NE, Atlanta, Georgia, on Tuesday, April 22, 2003, at 1:20 P.M., or any adjournment thereof, for the following purposes: 
+(1) To
+elect two Class II directors to the Board of Directors;
+(2) To
+transact such other business as may properly come before the meeting or any adjournment thereof. 
+The
+Proxy Statement dated March 17, 2003 is attached. 
+The
+Board of Directors has fixed the close of business on February 24, 2003 as the record date for the determination of stockholders entitled to notice of, and to vote at, the
+meeting. 
+Stockholders
+who do not expect to be present at the meeting are urged to complete, date, sign and return the enclosed proxy. No postage is required if the enclosed envelope is mailed in
+the United States. 
+BY ORDER OF THE BOARD OF DIRECTORS 
+/s/ Linda H. Graham 
+Linda H. Graham, Secretary 
+Atlanta,
+Georgia 
+March 17, 2003 
+PROXY STATEMENT 
+This Proxy Statement and a form of proxy were first mailed to stockholders on or about March 21, 2003. The following information concerning the enclosed
+proxy and the matters to be acted upon at the Annual Meeting of Stockholders to be held on April 22, 2003, is submitted by the Company to the stockholders for their information. 
+SOLICITATION OF AND POWER TO REVOKE PROXY 
+A form of proxy is enclosed. Each proxy submitted will be voted as directed, but if not otherwise specified, proxies solicited by the Board of Directors of the
+Company will be voted in favor of the candidates for election to the Board of Directors. 
+A
+stockholder executing and delivering a proxy has power to revoke the same and the authority thereby given at any time prior to the exercise of such authority if he so elects, by
+contacting either proxyholder at 2170 Piedmont Road, NE, Atlanta, Georgia, 30324. 
+CAPITAL STOCK 
+The outstanding capital stock of the Company on February 24, 2003 consisted of 28,617,601 shares of Common Stock, par value $0.10 per share. Holders of
+Common Stock are entitled to one vote (non-cumulative) for each share of such stock registered in their respective names at the close of business on February 24, 2003, the record
+date for determining stockholders entitled to notice of and to vote at the meeting or any adjournment thereof. 
+A
+majority of the outstanding shares will constitute a quorum at the Annual Meeting. Abstentions and broker non-votes are counted for purposes of determining the presence or
+absence of a quorum for the transaction of business. In accordance with General Corporation Law of the state of Delaware, the election of the nominees named herein as Directors will require the
+affirmative vote of a plurality of the votes cast by the shares of Company Common Stock entitled to vote in
+the election provided that a quorum is present at the Annual Meeting. In the case of a plurality vote requirement (as in the election of directors), where no particular percentage vote is required,
+the outcome is solely a matter of comparing the number of votes cast for each nominee, and hence only votes for director nominees (and not abstentions or broker non-votes) are relevant to
+the outcome. 
+The
+executives named in the Summary Compensation Table, all of the directors of the Company and the name and address of each stockholder who owned beneficially five percent (5%) or more
+of the shares of Common Stock of the Company on February 24, 2003, together with the number of shares owned by such persons and the percentage of outstanding shares that ownership represents,
+and 
+2 
+information as to Common Stock ownership of the executive officers and directors of the Company as a group (according to information received by the Company), is set out below: 
+Name and Address of 
+Beneficial Owner 
+Amount Beneficially Owned (1) 
+Percent of Outstanding Shares 
+FMR Corporation 
+82 Devonshire Street 
+Boston, Massachusetts 
+2,899,100 
+(2) 
+10.1 
+LOR, Inc. 
+2170 Piedmont Road, NE 
+Atlanta, Georgia 
+16,972,692 
+(3) 
+59.3 
+R. Randall Rollins 
+Chairman of the Board and Chief Executive Officer 
+2170 Piedmont Road, NE 
+Atlanta, Georgia 
+17,514,441 
+(4) 
+60.8 
+Gary W. Rollins 
+President and Chief Executive Officer, Rollins, Inc. 
+2170 Piedmont Road, NE 
+Atlanta, Georgia 
+17,728,934 
+(5) 
+61.5 
+Richard A. Hubbell 
+President and Chief Operating Officer 
+2170 Piedmont Road, NE 
+Atlanta, Georgia 
+371,172 
+(6) 
+1.3 
+Linda H. Graham 
+Vice President and Secretary 
+2170 Piedmont Road, NE 
+Atlanta, Georgia 
+83,470 
+(7) 
+** 
+Ben M. Palmer 
+Vice President, Chief Financial Officer and Treasurer 
+2170 Piedmont Road, NE 
+Atlanta, Georgia 
+60,218 
+(8) 
+** 
+Henry B. Tippie 
+Chairman of the Board and Chief Executive Officer, 
+Tippie Services, Inc. 
+P.O. Box 26557 
+Austin, Texas 78755 
+298,960 
+(9) 
+1.0 
+Wilton Looney 
+Honorary Chairman of the Board, Genuine Parts Company 
+2170 Piedmont Road, NE 
+Atlanta, Georgia 
+1,200 
+** 
+James B. Williams 
+Chairman of the Executive Committee, SunTrust Banks, Inc. 
+2170 Piedmont Road, NE 
+Atlanta, Georgia 
+40,000 
+** 
+James A. Lane, Jr. 
+Executive Vice President of Marine Products Corporation, and President of 
+Chaparral Boats, Inc. 
+2170 Piedmont Road, NE 
+Atlanta, Georgia 
+130,130 
+(10) 
+** 
+All Directors and Executive Officers as a group (9 persons) 
+19,155,913 
+(11) 
+66.5 
+** Less
+than one percent
+(1) Except
+as otherwise noted, the nature of the beneficial ownership for all shares is sole voting and investment power.
+(2) Based
+on Schedule 13G/A filed with the Securities and Exchange Commission on February 14, 2003. 
+3 
+(3) LOR, Inc.
+wholly owns LOR Investment Company, LLC, a Georgia limited liability company, that is the general partner of RFPS Investments II, L.P.,
+a Georgia limited partnership that owns 16,972,692 shares of Company common stock.
+(4) Includes
+2,160 shares of common stock held as Trustee, Guardian, or Custodian for his children. Also includes 80,960 shares of common stock in two trusts
+of which he is Co-Trustee and as to which he shares voting and investment power. Also includes 16,972,692 shares owned by RFPS Investments II, L.P., a Georgia limited partnership, of which
+LOR Investment Company, LLC is the general partner. LOR Investment Company, LLC is owned by LOR, Inc. of which Mr. Rollins is an officer, director and stockholder. Mr. R. Randall
+Rollins and Mr. Gary W. Rollins have voting control of LOR, Inc. Does not include 26,359 shares of common stock held by his wife, as to which Mr. Rollins disclaims any beneficial
+interest.
+(5) Includes
+80,960 shares of common stock in two trusts of which he is Co-Trustee and as to which he shares voting and investment power. Also
+includes 16,972,692 shares owned by RFPS Investments II, L.P., a Georgia limited partnership, of which LOR Investment Company, LLC is the general partner. LOR Investment Company, LLC is owned by
+LOR, Inc. of which Mr. Rollins is an officer, director and stockholder. Mr. R. Randall Rollins and Mr. Gary W. Rollins have voting control of LOR, Inc. Does not
+include 100,004 shares of common stock held by his wife, as to which Mr. Rollins disclaims any beneficial interest.
+(6) Includes
+161,053 shares subject to options that are currently exercisable or that become exercisable within 60 days of the date hereof, and 97,513
+shares of restricted stock awards.
+(7) Includes
+17,134 shares subject to options that are currently exercisable or that become exercisable within 60 days of the date hereof, and 12,605
+shares of restricted stock awards.
+(8) Includes
+29,006 shares subject to options that are currently exercisable or that become exercisable within 60 days of the date hereof, and 27,105
+shares of restricted stock awards.
+(9) Includes
+18,960 shares of common stock held in trusts of which he is a Trustee or Co-Trustee and as to which he shares voting and investment
+power. Also includes shares held by a wholly owned corporation that owns a beneficial partnership interest in 300 shares and voting rights for 30,000 shares.
+(10) Includes
+40,000 shares of restricted stock awards.
+(11) Shares
+held in trusts as to which more than one officer and/or director are Co-Trustees or entities in which there is common ownership have
+been included only once. Includes an aggregate of 207,193 shares that may be purchased by three executive officers upon exercise of options that are currently exercisable or that become exercisable
+within 60 days of the date hereof and 137,223 of restricted stock grants awarded to or earned by them pursuant to the Company's 1984 Incentive Stock Option Plan and 1994 Employee Stock
+Incentive Plan. 
+ELECTION OF DIRECTORS 
+At the Annual Meeting, Mr. Richard A. Hubbell and Ms. Linda H. Graham will be nominated to serve as Class II directors. The directors in each
+class serve for a three year term. The director nominees will serve in their respective class until their successors are elected and qualified. Six other individuals serve as directors but are not
+standing for re-election because their terms as directors extend past this Annual Meeting pursuant to provisions of the Company's Bylaws that provide for the election of directors for
+staggered terms, with each director serving a three-year term. Unless authority is withheld, the proxy holders will vote for the election of each nominee named below as directors. Although
+management does not contemplate the possibility, in the event any nominee is not a candidate or is unable to serve as a director at the time of the election, unless authority is withheld, the proxies
+will be voted for any nominee who shall be designated by the present Board of Directors to fill such vacancy. 
+The
+name and age of both of the director nominees, his or her principal occupation, together with the number of shares of Common Stock beneficially owned, directly or indirectly, by him
+or her and the percentage of outstanding shares that ownership represents, all as of the close of business on February 24, 2003, (according to information received by the Company) are set out
+below. Similar information is also provided for those directors whose terms expire in future years. Each director was originally elected as a director shortly after incorporation of the Company in
+January 1984, with the exception of Messrs. Richard A. Hubbell and James A. Lane, Jr., who were elected as directors on January 27, 1987, and Ms. Linda H. Graham, who has
+served as Vice President and Secretary of the Company since January 27, 1987, and who was elected as director on April 24, 2001. 
+4 
+Names of Nominees 
+Principal Occupation(1) 
+Age 
+Common Stock(2) 
+Percentage of 
+Outstanding Shares 
+Class II (New Term Expires 2006) 
+Richard A. Hubbell 
+President and Chief Operating Officer of the Company; President and Chief Executive Officer of Marine Products Corporation (boat manufacturing) since February 2001. 
+58 
+371,172 
+(3) 
+1.3 
+Linda H. Graham 
+Vice President and Secretary of the Company; Vice President and Secretary of Marine Products Corporation (boat manufacturing) since February 2001. 
+66 
+83,470 
+(4) 
+** 
+Names of Directors Whose Terms Have Not Expired 
+Class III (Term Expires 2004) 
+Wilton Looney 
+Honorary Chairman of the Board, Genuine Parts Company (automotive parts distributor). 
+83 
+1,200 
+** 
+Gary W. Rollins(5) 
+President and Chief Executive Officer of Rollins, Inc. (consumer services) since 2001; President and Chief Operating Officer of Rollins, Inc. prior to 2001. 
+58 
+17,728,934 
+(6) 
+61.5 
+James A. Lane, Jr. 
+Executive Vice President of Marine Products Corporation (boat manufacturing) since February 2001; President of Chaparral Boats, Inc. 
+60 
+130,130 
+(7) 
+** 
+Class I (Term Expires 2005) 
+R. Randall Rollins(5) 
+Chairman of the Board and Chief Executive Officer of the Company; Chairman of the Board of Marine Products Corporation (boat manufacturing) since February 2001; Chairman of the Board of Rollins, Inc. (consumer services)
+since October 1991. 
+71 
+17,514,441 
+(8) 
+60.8 
+Henry B. Tippie 
+Chairman of the Board and Chief Executive Officer of Tippie Services, Inc. (management services). Chairman of the Board of Dover Downs Gaming and Entertainment, Inc. (operator of multi- purpose gaming and entertainment
+complex) since January 2002; and Chairman of the Board of Dover Motorsports, Inc. (operator of motorsports tracks). 
+76 
+298,960 
+(9) 
+1.0 
+James B. Williams 
+Chairman of the Executive Committee, SunTrust Banks, Inc. (bank holding company) since 1998; and Chairman of the Board and Chief Executive Officer of SunTrust Banks, Inc. until 1998. 
+69 
+40,000 
+** 
+** less
+than one percent
+(1) Unless
+otherwise noted, each of the directors has held the positions of responsibility set out in this column (but not necessarily his or her present title) for more than five years.
+In addition to the directorships listed in this column, the following individuals also serve on the boards of directors of the following companies: James B. Williams: The Coca-Cola Company
+and Genuine Parts Company; R. Randall Rollins: SunTrust Banks, Inc., SunTrust Banks of Georgia, Dover Downs Gaming and Entertainment, Inc. and Dover Motorsports, Inc. All of the
+directors shown in the above table are also directors of Marine Products Corporation and with the exception of Messrs. Hubbell and Lane and Ms. Graham are also directors of
+Rollins, Inc.
+(2) Except
+as otherwise noted, the nature of the beneficial ownership for all shares is sole voting and investment power.
+(3) See
+information contained in footnote (6) to the table appearing in Capital Stock section.
+(4) See
+information contained in footnote (7) to the table appearing in Capital Stock section.
+(5) R.
+Randall Rollins and Gary W. Rollins are brothers. 
+5 
+(6) See
+information contained in footnote (5) to the table appearing in Capital Stock section.
+(7) See
+information contained in footnote (10) to the table appearing in Capital Stock section.
+(8) See
+information contained in footnote (4) to the table appearing in Capital Stock section.
+(9) See
+information contained in footnote (9) to the table appearing in Capital Stock section. 
+BOARD OF DIRECTORS COMPENSATION, COMMITTEES AND MEETINGS 
+During 2002, non-employee Directors received from the Company $1,000 for each meeting of the Board of Directors or committee they attended, plus
+$10,000 per year. 
+The
+Audit Committee of the Board of Directors of the Company consists of Henry B. Tippie, Chairman, Wilton Looney and James B. Williams. The Audit Committee held six meetings during the
+fiscal year ended December 31, 2002. Its functions are described under the caption, "Report of the Audit Committee." The Compensation Committee of the Board of Directors of the Company consists
+of Henry B. Tippie, Chairman, Wilton Looney and James B. Williams. It held one meeting during the fiscal year ended December 31, 2002. The function of the Compensation Committee is to review
+the base salary and cash based incentive compensation of R. Randall Rollins, Chairman and Chief Executive Officer, and recommend to the Board any changes to insure continued effectiveness. The
+Compensation Committee also administers the RPC, Inc. 1994 Employee Stock Incentive Plan. The Executive Committee of the Board of Directors consists of R. Randall Rollins and Gary W. Rollins.
+The Executive Committee had one meeting related to executive compensation during the year ended December 31, 2002. The function of the Executive Committee is to review the base salary and cash
+based incentive compensation for the Named Executives excluding R. Randall Rollins and recommend to the Board any changes to insure continued effectiveness and to take all permitted actions of the
+Board in its stead. The Board of Directors met four times during the fiscal year ended December 31, 2002. No director attended fewer than 75 percent of the Board meetings and meetings of
+committees on which he or she served during 2002. 
+During
+2002, the Board passed resolutions authorizing the formation of the Diversity Committee and the Nominating and Governance Committee. The Diversity Committee's function is to
+monitor compliance with applicable non-discrimination laws. The Nominating and Governance Committee's function is to recommend to the Board of Directors nominees for election as director
+and to insure that the Company's corporate governance rules are in compliance with the New York Stock Exchange and Securities and Exchange Commission rules. Both of these committees consist of Henry
+B. Tippie, Chairman, Wilton Looney, and James B. Williams. Neither of these committees met during the fiscal year ended December 31, 2002. 
+6 
+COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 
+None of the directors named above who serve on the Company's Compensation Committee are or have ever been employees of the Company. R. Randall Rollins and Gary W.
+Rollins serve on the Company's Executive Committee. R. Randall Rollins is an employee of the Company. R. Randall Rollins and Gary W. Rollins also serve on the executive committees of
+Rollins, Inc. and Marine Products Corporation ("Marine Products"). Richard A. Hubbell, who is an employee of the Company, also serves on the executive committee of Marine Products. These
+committees make certain decisions with respect to the compensation of the executive officers of those companies. Except as set forth in the previous sentence, no executive officer of the Company
+serves on a Compensation Committee of another company. R. Randall Rollins, an executive of the Company, serves on the Board of Directors of both SunTrust Banks, Inc. and SunTrust Banks of
+Georgia, a subsidiary of SunTrust Banks, Inc. Mr. Williams is the Chairman of the Executive Committee, SunTrust Banks, Inc. Mr. Rollins is not on the Compensation Committee
+of SunTrust Banks, Inc. RPC maintains a significant banking relationship with SunTrust Bank of Georgia. All banking services provided to the Company by SunTrust Bank of Georgia are priced at
+market-competitive rates. Mr. Rollins is a member of the Compensation Committee of Dover Downs Gaming and Entertainment, Inc. and Dover Motorsports, Inc.; Mr. Henry B.
+Tippie serves as Chairman of both companies. 
+EXECUTIVE COMPENSATION 
+Shown below is information concerning the annual and long-term compensation for services in all capacities to the Company for the calendar years ended
+December 31, 2002, 2001 and 2000 of those persons who were at December 31, 2002 (i) the Chief Executive Officer and (ii) all other most highly compensated executive
+officers of the Company whose total annual compensation exceeded $100,000, (the "Named Executives"): 
+SUMMARY COMPENSATION TABLE 
+Long-Term Compensation Awards 
+Annual 
+Compensation 
+Restricted 
+Stock 
+Awards 
+($)(1) 
+Name and Principal Position 
+Securities 
+Underlying 
+Options(#)(1) 
+All Other 
+Compensation(2) 
+Year 
+Salary 
+Bonus 
+R. Randall Rollins (3) 
+Chairman of the Board and 
+Chief Executive Officer 
+2002 
+2001 
+2000 
+$ 
+325,000 
+325,000 
+450,000 
+$ 
+0 
+50,000 
+0 
+0 
+0 
+0 
+0 
+0 
+0 
+$ 
+0 
+0 
+0 
+Richard A. Hubbell (3) 
+President and Chief Operating Officer 
+2002 
+2001 
+2000 
+400,000 
+391,667 
+437,568 
+0 
+200,000 
+225,000 
+0 
+0 
+0 
+0 
+50,000 
+0 
+31,762 
+2,040 
+2,040 
+Linda H. Graham (3) 
+Vice President and Secretary 
+2002 
+2001 
+2000 
+104,833 
+102,083 
+118,750 
+0 
+25,000 
+25,000 
+0 
+0 
+0 
+0 
+5,000 
+0 
+3,895 
+1,975 
+1,425 
+Ben M. Palmer (3) 
+Vice President, Chief Financial Officer and Treasurer 
+2002 
+2001 
+2000 
+158,400 
+155,621 
+172,100 
+0 
+60,000 
+50,000 
+0 
+196,500 
+0 
+0 
+15,000 
+0 
+5,500 
+2,040 
+2,040 
+(1) Time-Lapse
+Restricted Stock vests ten years from the date of grant. These shares are forfeited if the employment of the Named Executive terminates prior to vesting for
+reasons other than death, retirement or permanent disability. During these ten years, grantees receive all dividends declared and retain voting rights for the granted shares. Performance Restricted
+Stock is granted, but not earned and issued, until certain five year tiered performance criteria are met. The performance criteria are predetermined market prices of the Company's common stock. On the
+date the common stock appreciates to each level (determination date), 20 percent of performance shares are earned. Once earned, the shares vest five years from the determination date. After the
+determination date, the grantee will receive all dividends declared and also voting rights to the shares. As of December 31, 2002, the number of shares of time lapse restricted stock and the
+number of shares of performance restricted stock held were 81,000 and 16,513 for Mr. Hubbell, 12,000 and 605 for 
+7 
+Ms. Graham,
+and 20,500 and 11,105 for Mr. Palmer. The total number of shares held and their values on December 31, 2002 were as follows: Mr. Hubbell, 97,513 shares valued
+at $1,131,000, Ms. Graham, 12,605 shares valued at $146,000 and Mr. Palmer, 31,605 shares valued at $367,000 of which 4,500 shares are subject to issuance upon meeting performance
+criteria as defined in the related Performance Restricted Stock Agreement. The December 31, 2002 values are based on the closing stock market price of $11.60 and do not take into account any
+diminution of value attributable to vesting provisions on these shares. During 2002, 42,400 shares of restricted stock vested of which 34,400 were released to Mr. Hubbell, 4,800 shares were
+released to Ms. Graham, and 3,200 shares were released to Mr. Palmer, and are included in the direct holdings held at February 24, 2003 stated in the Capital Stock section of this
+document. 
+(2) Effective
+July 1, 1984, the Company adopted the RPC 401(k) Plan ("401(k) Plan"), a qualified retirement plan designed to meet the requirements of Section 401(k) of the
+Internal Revenue Code (the "Code"). The 401(k) Plan provides for a matching contribution of fifty cents ($0.50) for each dollar ($1.00) of a participant's contribution to the 401(k) Plan, that does
+not exceed six percent of his or her annual compensation (which includes commissions, overtime and bonuses). A participant's voluntary pretax salary deferrals made under the 401(k) Plan are in lieu of
+payment of compensation to the participant. The Company's Retirement Income Plan, a trusteed defined benefit pension plan, provides monthly benefits upon retirement at age 65 to eligible employees. In
+the first quarter of 2002, the Company's Board of Directors approved a resolution to cease all future retirement benefit accruals under the Retirement Income Plan effective March 31, 2002. In
+lieu thereof, the Company began providing enhanced benefits in the form of cash contributions on behalf of certain longer serviced employees that had not reached the normal retirement age of 65 as of
+March 31, 2002. These enhanced benefit contributions are discretionary and made annually subject to continued employment for a maximum of seven years beginning in 2002. The contributions are
+made either to the RPC Supplemental Retirement Plan ("Supplemental Plan") established by the Company or to the 401(k) Plan for each employee who is entitled to the enhanced benefits. The amounts shown
+in this column represent the Company match under the 401(k) Plan and, in the case of Mr. Hubbell, it includes $26,262 towards enhanced benefits.
+(3) Mr. Rollins,
+Mr. Hubbell, Mr. Palmer and Ms. Graham are now employees of both the Company and Marine Products, pursuant to the spin-off of
+Marine Products from the Company in February 2001. 
+OPTION/SAR GRANTS IN FISCAL YEAR 2002 
+No options or Stock Appreciation Rights were granted to the Named Executives during the fiscal year ended December 31, 2002. 
+AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR 2002 
+AND YEAR-END OPTION/SAR VALUES 
+Name 
+Shares 
+Acquired 
+on Exercise 
+Value 
+Realized 
+Number of Securities 
+Underlying 
+Unexercised 
+Options/SARs 
+at FY End(#) 
+Exercisable/Unexercisable 
+Value of Unexercised 
+In-the-Money 
+Options/SARs 
+At FY End($)(1) 
+Exercisable/Unexercisable 
+R. Randall Rollins 
+0 
+$ 
+0 
+0/0 
+0/0 
+Richard A. Hubbell 
+0 
+0 
+132,891/68,454 
+664,158/77,721 
+Linda H. Graham 
+0 
+0 
+14,772/6,119 
+82,170/8,607 
+Ben M. Palmer 
+0 
+0 
+22,525/17,449 
+72,706/22,361 
+(1) Based
+on the closing price of Company Common Stock on the New York Stock Exchange on December 31, 2002 of $11.60 per share. 
+8 
+REPORTS OF THE AUDIT, COMPENSATION AND EXECUTIVE COMMITTEES AND 
+PERFORMANCE GRAPH 
+Notwithstanding anything to the contrary set forth in any of the Company's filings under the Securities Act of 1933, as amended, or the
+Securities Exchange Act of 1934, as amended, that might incorporate other Company filings, including this Proxy Statement, in whole or in part, the following Report of the Audit Committee, Report of
+the Compensation Committee and Executive Committee on Executive Compensation and the Performance Graph included herein shall not be incorporated by reference into any such
+filings. 
+REPORT OF THE AUDIT COMMITTEE 
+The Audit Committee of the Board of Directors is established pursuant to the Company's Bylaws and the Audit Committee Charter, as amended and adopted by the Board
+of Directors on January 28, 2003. A copy of the Audit Committee Charter is attached to this Proxy Statement as Appendix A. 
+Management
+is responsible for the Company's internal controls and the financial reporting process. The Company's independent public accountants are responsible for performing an
+independent audit of the Company's consolidated financial statements in accordance with auditing standards generally accepted in the United States of America and for issuing a report thereon. The
+Audit Committee's responsibility is generally to monitor and oversee these processes, as described in the Audit Committee Charter. It is not the duty of the Audit Committee to plan or conduct audits
+or to determine that the Company's financial statements are complete and accurate and in accordance with generally accepted accounting principles; that is the responsibility of management and the
+Company's independent public accountants. 
+Each
+member of the Audit Committee is independent in the judgment of the Company's Board of Directors and as required by the listing standards of the New York Stock Exchange. 
+In
+fulfilling its oversight responsibilities with respect to the year ended December 31, 2002, the Audit Committee: 
+• Approved
+the terms of the engagement of Ernst & Young LLP as independent public accountants of the Company for the year ended December 31,
+2002;
+• Reviewed
+and discussed with the Company's management and the independent public accountants the audited consolidated financial statements of the Company as
+of December 31, 2002 and for the year then ended;
+• Discussed
+with the independent public accountants the matters required to be discussed by Statement on Auditing Standards No. 61, "Communications with
+Audit Committees;" and
+• Received
+from the independent public accountants written affirmation of their independence required by Independence Standards Board Standard No. 1,
+"Independence Discussions with Audit Committees," and has discussed with the public accountants the firm's independence from the Company. 
+Based
+upon the review and discussions referred to above, the Committee recommended to the Board of Directors that the audited consolidated financial statements of the Company and
+subsidiaries as of December 31, 2002 and 2001 and for the three years then ended, be included in the Company's Annual Report on Form 10-K for the year ended
+December 31, 2002 and for filing with the Securities and Exchange Commission. 
+In
+giving its recommendation to the Board of Directors, the Audit Committee has relied on (i) management's representation that such financial statements have been prepared with
+integrity and objectivity and in conformity with accounting principles generally accepted in the United States of 
+9 
+America and (ii) the report of the Company's independent public accountants with respect to such financial statements. 
+Submitted
+by the Audit Committee of the Board of Directors. 
+AUDIT
+COMMITTEE 
+Henry B. Tippie, Chairman 
+Wilton Looney 
+James B. Williams 
+REPORT OF THE COMPENSATION COMMITTEE AND EXECUTIVE COMMITTEE ON 
+EXECUTIVE COMPENSATION 
+Overview 
+During the fiscal year 2002, the members of the Compensation Committee of the Board of Directors held primary responsibility for determining the compensation for
+R. Randall Rollins, Chairman of the Board and Chief Executive Officer, and the stock based incentives for all the Named Executives. The Executive Committee held responsibility for determining the
+compensation of the Named Executives excluding Mr. Rollins. The Compensation Committee is comprised of outside directors who are not eligible to participate in the Company's compensation plans. 
+The
+Company is engaged in a highly competitive industry. The actions of the executive officers have a profound impact on the short-term and long-term
+profitability of the Company; therefore, the design of the executive officer compensation package is very important. In order to retain key employees, the Company has an executive compensation package
+that is driven by an increase in shareholder value, the overall performance of the Company, and the individual performance of the executive. The measures of the Company's performance include revenues
+and net income. 
+Pursuant
+to the above compensation philosophy, the three main components of the executive compensation package are base salary, cash based incentive plans, and stock based incentive
+plans. 
+In
+connection with the spin-off of Marine Products in February 2001, the responsibilities of the Chairman and Chief Executive Officer, and certain of the other Named
+Executives were reassessed and their compensation packages were restructured. Mr. Randall Rollins, Mr. Hubbell, Mr. Palmer and Ms. Graham are now employees of the Company
+and Marine Products. Accordingly, the compensation of these Named Executives was reduced at RPC as these Named Executives also receive compensation directly from Marine Products. 
+Base Salary 
+The factors subjectively used in determining base salary include the recent profit performance of the Company, the magnitude of responsibilities, the scope of the
+position, individual performance, and the salary received by peers in similar positions in the same geographic area. These factors are not used in any specific formula or weighting. The salaries of
+the Named Executives are reviewed annually. Increases in base salaries for the Named Executives ranged up to four percent. 
+Cash Based Incentive Plans 
+The annual cash based incentive compensation package for the other Named Executives is developed by the Chief Executive Officer of the Company prior to the end of
+each fiscal year. It is based upon performance objectives for the ensuing fiscal year. The Named Executives participate in a variety of individualized performance bonus plans designed to encourage
+achievement of short-term objectives. These plans all have payouts subjectively based on net income, budget objectives, and other 
+10 
+individual specific performance objectives. The specific performance objectives relate to each executive improving the contribution of his functional area of responsibility to further enhance the
+earnings of the Company. These performance objectives and incentive package are then reviewed by the Executive Committee and either accepted, amended, or modified. None of the Named Executives
+participating in this plan earned a bonus during 2002. 
+Stock Based Incentive Plans 
+Awards under the Company's 1994 Employee Stock Incentive Plan are purely discretionary, and are not based on any specific formula and may or may not be granted in
+any given fiscal year. When considering the grants under the plan, the Compensation Committee gives consideration to the overall performance of the Company and the performance of individual employees.
+Grants are made under the Plan, and the Plan is administered by, non-employee directors within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as
+amended. During the fiscal year 2002, the Named Executives were not granted any stock options or other stock incentives. 
+The
+Compensation and the Executive Committees currently believe that there are no employees whose total compensation including option grants under the Company's 1994 Employee Stock
+Incentive Plan will materially exceed the $1 million deductibility limit of Section 162(m) of the Internal Revenue Code of 1986, as amended. Therefore, the Committees have determined
+that the Company will not change its various compensation plans, or otherwise meet the requirements of such exemption, at this time in order to exempt stock incentive grants and other types of
+compensation under Section 162(m). 
+Chief Executive Officer Compensation 
+The Chief Executive Officer's compensation is determined by the Compensation Committee. For fiscal year 2002, the cash compensation of R. Randall Rollins,
+Chairman and Chief Executive Officer, was $325,000, none of which was cash based incentive compensation. This represents the total compensation for Mr. Rollins, no portion of which was in stock
+based incentive plans. The Chief Executive Officer's compensation is based upon the long-term growth in net income, stockholder value improvements and the Chief Executive Officer's
+individual performance. The decision of the Compensation Committee is subjective and is not based upon any specific formula or guidelines. The Chief Executive Officer does not consult with the
+Committee when his compensation is determined. No member of the Compensation Committee, nor any non-employee member of the Executive Committee, participates in any Company incentive program. 
+COMPENSATION
+COMMITTEE 
+Henry B. Tippie, Chairman 
+Wilton Looney 
+James B. Williams 
+EXECUTIVE COMMITTEE 
+R. Randall Rollins 
+Gary W. Rollins 
+11 
+COMMON STOCK PERFORMANCE 
+As part of the executive compensation information presented in this Proxy Statement, the Securities and Exchange Commission requires a five year comparison of the
+cumulative total stockholder return based on the performance of the stock of the Company, assuming dividend reinvestment, as compared with both a broad equity market index and an industry or peer
+group index. The indices included in the following graph are the Russell 2000 Index ("Russell 2000"), the Philadelphia Stock Exchange's Oil Service Index ("OSX"), and a peer group which includes
+companies that are considered peers of the Company, as discussed below (the "Peer Group"). The Company has voluntarily chosen to provide both an industry and a peer group index. 
+The
+Russell 2000 is a stock index representing small capitalization U.S. stocks. The components of the index had an average market capitalization in 2002 of $395 million, and the
+Company was a component of the Russell 2000 during 2002. The Russell 2000 was chosen because it represents companies with comparable market capitalizations to the Company. The OSX is a stock index of
+15 companies that provide oil drilling and production services, oil field equipment, support services and geophysical / reservoir services. The Company is not a component of the OSX, but it was chosen
+because it represents a large group of companies that provide the same or similar products and services as the Company. The companies included in the Peer Group are Weatherford
+International, Inc., BJ Services Company, Superior Energy Services, Inc. and Halliburton Company. The companies included in the Peer Group have been weighted according to each respective
+issuer's stock market capitalization at the beginning of each year. 
+* Assumes
+reinvestment of dividends. 
+12 
+CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 
+Effective February 28, 2001, the Company began providing certain administrative services to Marine Products. The service agreements between Marine Products
+and the Company provide for the provision of services on a cost reimbursement basis and are terminable on six months' notice. The services covered by these agreements include administration of certain
+employee benefit programs and other administrative services. Charges from the Company (or from corporations which are subsidiaries of the Company) for such services aggregated approximately $454,000
+in 2002. During 2002, a division of RPC conducted business with Chaparral Boats, Inc. ("Chaparral"), a subsidiary of Marine Products. The Company recorded $332,000 in revenues from Chaparral
+related to the sale, installation and service of overhead cranes. 
+During
+2002, a subsidiary of RPC conducted business with a company owned by LOR, Inc. The officers, directors and stockholders of LOR, Inc. include Mr. R. Randall
+Rollins, Chairman and Chief Executive Officer, and Mr. Gary W. Rollins, Director. In 2002, payments totaling approximately $381,000 were made to this LOR, Inc. company for the purchase
+of parts and repair services related to certain of RPC's oilfield operating equipment. RPC believes the charges incurred by its subsidiary are at least as favorable as the charges that would have been
+incurred for similar services from unaffiliated third parties. 
+BENEFIT PLANS 
+The Company's Retirement Income Plan, a trusteed defined benefit pension plan, provides monthly benefits upon retirement at age 65 to eligible employees. In the
+first quarter of 2002, the Company's Board of Directors approved a resolution to cease all future retirement benefit accruals under the Retirement Income Plan effective March 31, 2002.
+Retirement income benefits are based on the average of the employee's compensation from the Company for the five consecutive complete calendar years of highest compensation during the last ten
+consecutive complete calendar years ("final average compensation") immediately preceding March 31, 2002. Accordingly the pension plan table has not been presented under this section. The
+current credited years of service for the four individuals named in the executive compensation table are: R. Randall Rollins—30, Richard A. Hubbell—15, Linda H.
+Graham—15 and Ben M. Palmer—4. The estimated annual benefit payable at the later of retirement or age 65 for the Named Executives is $261,600 for Mr. Rollins, $41,400
+for Mr. Hubbell, $24,900 for Ms. Graham and $9,400 for Mr. Palmer. The Plan also provides reduced early retirement benefits under certain conditions. In accordance with the Code,
+the maximum annual benefit that could be payable to a Retirement Income Plan beneficiary in 2002 was $160,000. However, this annual dollar limitation is actuarially increased for a participant (such
+as Mr. Rollins) whose pension commences later than his Normal Retirement Date. In accordance with the Code (as amended by the Economic Growth and Tax Relief Reconciliation Act of 2001), the
+maximum compensation recognized by the Retirement Income Plan was $200,000 in 2002. Retirement benefits accrued at the end of any calendar year will not be reduced by any subsequent changes in the
+maximum compensation limit. 
+Beginning
+in 2002, the Company provides additional benefits on behalf of certain longer serviced employees in the form of discretionary cash contributions made either to the Company's
+401(k) Plan or the Supplemental Plan. Amounts contributed to the accounts of Named Executives are reported in the "All Other Compensation" column of the Summary Compensation Table on page 7. The
+Company's Supplemental Plan also permits deferral of a portion of the compensation by certain highly compensated employees beginning in 2002. 
+Effective
+July 1, 1984, the Company adopted a qualified retirement plan designed to meet the requirements of Section 401(k) of the Code ("401(k) Plan"). The Company makes
+matching contributions of fifty cents ($0.50) for each dollar ($1.00) of a participant's contribution to the 401(k) Plan, that does not exceed six percent of his or her annual compensation. The only
+form of benefit payment under the 401(k) Plan is a single lump-sum payment equal to the vested balance in the participant's 
+13 
+account on the date the distribution is processed. Under the 401(k) Plan, the full amount of a participant's vested accrued benefit is payable upon his termination of employment, retirement, total
+and permanent disability, or death. Also under the 401(k) Plan, the pre-tax account is payable upon attainment of age 59 1 / 2 or in the event of certain specified instances of
+financial hardship. Amounts contributed by the Company to the accounts of the Named Executives for 2002 under this plan are reported in the "All Other Compensation" column of the Summary Compensation
+Table on page 7. During the year ended December 31, 2002, Mr. R. Randall Rollins turned 70 1 / 2 and withdrew the required minimum distribution from his 401(k) account in
+2003. 
+INDEPENDENT PUBLIC ACCOUNTANTS 
+The independent public accounting firm of Arthur Andersen LLP ("Andersen") was initially engaged as the Company's auditors for the fiscal year ended
+December 31, 2002. Effective subsequent to the filing of the Company's Quarterly report on Form 10-Q for the quarter ended March 31, 2002, the Board of Directors, upon
+recommendation of the Audit Committee, decided on July 23, 2002 to terminate Andersen as the Company's independent public accountants, and to appoint Ernst &Young LLP ("Ernst &
+Young") as its independent public accountants for the year ended December 31, 2002. Representatives of Ernst & Young are expected to be present at the Annual Meeting and will have an
+opportunity to make a statement if they so desire and will be available to respond to appropriate questions. No representative of Andersen is expected to attend the meeting. 
+During
+the Company's fiscal years ended December 31, 2001 and 2000, and the subsequent interim period through July 23, 2002, there were no disagreements between the Company
+and Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to Andersen's satisfaction would
+have caused them to make reference to the subject matter of the disagreement in connection with their reports. 
+None
+of the reportable events described under Item 304(a)(1)(v) of Regulation S-K occurred within the Company's fiscal years ended December 31, 2001 and
+2000, or during any subsequent interim period through July 23, 2002. The Company did not consult Ernst & Young on the application of accounting principles to a specified transaction, or
+the type of audit opinion that might be rendered on its financial statements during the fiscal years ended December 31, 2001 and 2000 or any subsequent interim period. 
+The
+audit reports of Andersen on the consolidated financial statements of the Company and subsidiaries as of and for the two fiscal years ended December 31, 2001 and 2000 did not
+contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. The Company filed a Report on
+Form 8-K with the SEC on July 24, 2002 regarding the change in accountants. 
+The
+aggregate fees billed by Andersen and Ernst & Young for the year ended December 31, 2002 were as follows: 
+Arthur Andersen LLP 
+Ernst & Young LLP 
+Audit and quarterly reviews 
+$ 
+4,000 
+$ 
+101,000 
+All other services 
+$ 
+30,000 
+$ 
+56,000 
+Andersen
+and Ernst & Young did not provide any services related to financial information systems design and implementation during 2002. All other services include: 
+1. Tax
+planning and preparation of tax returns of the Company 2. Audit
+of the Company's 401(k) Plan 
+For
+the year ended December 31, 2002, the Company's Audit Committee has considered and determined that the provision of non-audit services is compatible with
+maintaining auditor independence. 
+14 
+As
+is its policy, upon the recommendation of the Audit Committee, the Board of Directors shall select a firm of independent public accountants for fiscal year 2003. 
+SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 
+The Company has completed a review of Forms 3, 4 and 5 and amendments thereto furnished to the Company by all Directors, Officers and greater than
+10 percent stockholders subject to the provisions of Section 16 of the Securities Exchange Act of 1934, as amended. In addition, the Company has a written representation from all
+Directors, Officers and greater than 10 percent stockholders from whom no Form 5 was received (except for FMR Corporation), indicating that no Form 5 filing was required. Based
+solely on this review, the Company believes that filing requirements of such persons under Section 16 for the fiscal year ended December 31, 2002 have been satisfied. 
+STOCKHOLDER PROPOSALS 
+Appropriate proposals of stockholders intended to be presented at the Company's 2004 Annual Meeting of Stockholders pursuant to Rule 14a-8
+promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), must be received by the Company by December 24, 2003 for inclusion in its Proxy Statement and form of
+proxy relating to that meeting. With respect to the Company's annual meeting of the stockholders to be held in 2004, all stockholder proposals submitted outside of the stockholder proposal rules
+contained in Rule 14a-8 promulgated under the Exchange Act must be received by the Company by March 8, 2004 in order to be considered timely. With regard to such stockholder
+proposals, if the date of the next annual meeting of stockholders is advanced or delayed by more than 30 calendar days from April 22, 2004, the Company will, in a timely manner, inform
+stockholders of the change and the date by which proposals must be received. 
+EXPENSES OF SOLICITATION 
+RPC will bear the cost of soliciting proxies. Upon request, we will reimburse brokers, dealers and banks, or their nominees, for reasonable expenses incurred in
+forwarding copies of the proxy material to their beneficial shareholders of record. Solicitation of proxies will be made principally
+by mail. Proxies also may be solicited in person or by telephone, facsimile or other means by our directors, officers and regular employees. These individuals will receive no additional compensation
+for these services. The Company has retained Georgeson Shareholder Communications, Inc. to conduct a broker search and to send proxies by mail for an estimated fee of $5,000 plus shipping
+expenses. 
+MISCELLANEOUS 
+The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002 is being mailed to stockholders with this proxy
+statement. 
+Management
+knows of no business other than the matters set forth herein which will be presented at the Annual Meeting. In as much as matters not known at this time may come before the
+Annual Meeting, the enclosed proxy confers discretionary authority with respect to such matters as may properly come before the Annual Meeting; and it is the intention of the persons named in the
+proxy to vote in accordance with their best judgment on such matters. 
+BY ORDER OF THE BOARD OF DIRECTORS 
+/s/ Linda H. Graham 
+Linda H. Graham, Secretary 
+Atlanta,
+Georgia 
+March 17, 2003 
+15 
+APPENDIX A 
+AUDIT COMMITTEE CHARTER 
+A-1 
+RPC, INC. 
+CHARTER OF THE AUDIT COMMITTEE 
+OF THE BOARD OF DIRECTORS 
+PURPOSE 
+The Audit Committee (the "Committee") is appointed by the Board of Directors (the "Board") to assist the Board in fulfilling its oversight responsibilities. The
+Committee's primary purpose is to monitor the integrity of the Company's financial reporting process, including (by overseeing the financial reports and other financial information provided by the
+Company to any governmental or regulatory body, the public or other users thereof) the Company's systems of internal accounting and financial controls, the performance of the Company's internal audit
+function, the independent auditor's qualifications and independence, the Company's compliance with ethics policies and legal and regulatory requirements statements, and the annual independent audit of
+the Company's financial statements. The Committee will monitor the independence, performance, and qualifications of the Company's independent auditors. 
+In
+discharging its oversight role, the Committee is empowered to investigate any matter brought to its attention with full access to all books, records, facilities and personnel of the
+Company. The Committee is authorized to retain outside counsel, auditors or other experts and professionals for this purpose. The Board and the Committee are in place to represent the Company's
+shareholders; accordingly, the outside auditor is ultimately accountable to the Board and the Committee. 
+MEMBERSHIP 
+The Committee shall be comprised of not less than three members of the Board, and the Committee's composition shall meet all requirements of the Audit Committee
+policy of the New York Stock Exchange. 
+Accordingly,
+all of the members must be directors: 
+• Who
+are independent of management and the Company. Members of the Committee shall be considered independent as long as they do not accept any consulting,
+advisory, or compensatory fee from the company and are not an affiliated person of the Company or its subsidiaries, and meet the independence requirements of the New York Stock Exchange;
+• Who
+are financially literate or who become financially literate within a reasonable period of time after appointment to the Committee. In addition, at least
+one member of the Committee must be a "financial expert" as defined by SEC regulations. 
+KEY RESPONSIBILITIES 
+The Committee's primary responsibility is to oversee the Company's financial reporting process on behalf of the Board and report results of their activities to
+the Board. While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company's financial
+statements are complete and accurate and are in accordance with generally accepted accounting principles. Management is responsible for the preparation, presentation, and integrity of the Company's
+financial statements and for the appropriateness of the accounting principles and reporting policies that are used by the Company as well as the Company's internal controls. The independent auditors
+are responsible for performing an independent audit of the Company's financial statements in accordance with auditing standards generally accepted in the United States and for issuing a report hereon. 
+The
+Committee, in carrying out its responsibilities, believes its policies and procedures should remain flexible, in order to best react to changing conditions and circumstances. The
+Committee 
+A-2 
+should take appropriate actions to set the overall corporate "tone" for quality financial reporting, sound business risk practices, and ethical behavior. The following shall be the principal duties
+and responsibilities of the Committee. These functions are set forth as a guide with the understanding that the Committee may diverge from this guide as appropriate under the circumstances. 
+The
+Committee shall be directly responsible for the appointment and termination (subject, if applicable, to shareholder ratification), compensation, and oversight of the work of the
+independent auditors, including resolution of disagreements between management and the auditor regarding financial reporting. The Committee shall pre-approve all audit and
+non-audit services provided by the independent auditors and shall not engage the independent auditors to perform the specific non-audit services proscribed by law or
+regulation. The Committee may delegate pre-approval authority to a member of the Committee. The decisions of any Committee member to whom pre-approval authority is delegated
+must be presented to the full Committee at its next scheduled meeting. 
+At
+least annually, the Committee shall obtain and review a report by the independent auditors describing: 
+• The
+firm's internal quality control procedures.
+• Any
+material issues raised by the most recent internal quality control review, or peer review, of the firm, or by any inquiry or investigation by
+governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues.
+• All
+relationships between the independent auditor and the Company (to assess the auditor's independence). 
+In
+addition, the Committee shall set clear hiring policies for employees or former employees of the independent auditors that meet the SEC regulations and the New York Stock Exchange
+listing standards. 
+The
+Committee shall discuss with the internal auditors and the independent auditors the overall scope and plans for their respective audits, including the adequacy of staffing and
+compensation. Also, the Committee shall discuss with management, the internal auditors, and the independent auditors the adequacy and effectiveness of the accounting and financial controls, including
+the Company's policies and procedures to assess, monitor, and manage business risk, and legal and ethical compliance programs (e.g., Company's Code of Conduct). 
+The
+Committee shall meet separately periodically with management, the internal auditors, and the independent auditors to discuss issues and concerns warranting Committee attention. The
+Committee shall provide sufficient opportunity for the internal auditors and the independent
+auditors to meet privately with the members of the Committee. The Committee shall review with the independent auditor any audit problems or difficulties and management's response. 
+The
+Committee shall receive regular reports from the independent auditor on the critical policies and practices of the Company, and all alternative treatments of financial information
+within generally accepted accounting principles that have been discussed with management. 
+The
+Committee shall review management's assertion on its assessment of the effectiveness of internal controls as of the end of the most recent fiscal year and the independent auditors'
+report on management's assertion. 
+The
+Committee shall review and discuss earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies. 
+The
+Committee shall review the interim financial statements and disclosures under Management's Discussion and Analysis of Financial Condition and Results of Operations with management 
+A-3 
+and the independent auditors prior to the filing of the Company's Quarterly Report on Form 10-Q. Also, the Committee shall discuss the results of the quarterly review and any other
+matters required to be communicated to the Committee by the independent auditors under generally accepted auditing standards. The chair of the Committee may represent the entire Committee for the
+purposes of this review. 
+The
+Committee shall review with management and the independent auditors the financial statements and disclosures under Management's Discussion and Analysis of Financial Condition and
+Results of Operations to be included in the Company's Annual Report on Form 10-K (or the annual report to shareholders if distributed prior to the filing of
+Form 10-K), including their judgment about the quality, not just the acceptability, of accounting principles, the reasonableness of significant judgments, and the clarity of the
+disclosures in the financial statements. Also, the Committee shall discuss the results of the annual audit and any other matters required to be communicated to the Committee by the independent
+auditors under generally accepted auditing standards. 
+The
+Committee shall establish procedures for the receipt, retention, and treatment of complaints received by the issuer regarding accounting, internal accounting controls, or auditing
+matters, and the confidential, anonymous submission by employees of the issuer of concerns regarding questionable accounting or auditing matters. 
+The
+Committee shall receive corporate attorneys' reports of evidence of a material violation of securities laws or breaches of fiduciary duty. 
+The
+Committee also prepares its report to be included in the Company's annual proxy statement, as required by SEC regulations. 
+The
+Committee shall perform an evaluation of its performance at least annually to determine whether it is functioning effectively. 
+A-4 
+RPC, Inc. 
+Proxy Solicited by the Board of Directors of RPC, Inc. 
+for Annual Meeting of Stockholders on Tuesday, April 22, 2003, 1:20 P.M. 
+The undersigned hereby constitutes and appoints GARY W. ROLLINS and R. RANDALL ROLLINS, and each of them, jointly and severally, proxies, with full power of
+substitution, to vote all shares of Common Stock which the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held on April 22, 2003, at 1:20 P.M. at 2170
+Piedmont Road, NE, Atlanta, Georgia, or any adjournment thereof. 
+The
+undersigned acknowledges receipt of Notice of Annual Meeting of Stockholders and Proxy Statement, each dated March 17, 2003, grants authority to said proxies, or either of
+them, or their substitutes, to act in the absence of others, with all the powers which the undersigned would possess if personally present at such meeting and hereby ratifies and confirms all that
+said proxies or their substitutes may lawfully do in the undersigned's name, place and stead. The undersigned instructs said proxies, or either of them, to vote as follows: 
+1. 
+o 
+FOR Richard A. Hubbell and Linda H. Graham, as Class II Directors except as indicated below 
+o 
+ABSTAIN from voting for the election of all Class II 
+nominees 
+INSTRUCTIONS: To refrain from voting for any individual nominee, write that nominee's name in the space provided below: 
+2. ON
+ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. 
+(over) 
+RPC, INC. 
+ALL PROXIES SIGNED AND RETURNED WILL BE VOTED OR NOT VOTED IN ACCORDANCE WITH YOUR INSTRUCTIONS, BUT THOSE WITH NO CHOICE WILL BE VOTED
+"FOR" THE ABOVE-NAMED NOMINEES FOR DIRECTOR. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY. 
+PROXY 
+Please sign below, date and return promptly. 
+Signature 
+Dated: 
+, 2003 
+(Signature should conform to name and title stenciled hereon. Executors, administrators, trustees, guardians and attorneys should add their title upon signing) 
+NO POSTAGE REQUIRED IF THIS PROXY IS RETURNED IN THE ENCLOSED ENVELOPE AND MAILED IN THE UNITED STATES. 
+QuickLinks 
+PROXY STATEMENT 
+SOLICITATION OF AND POWER TO REVOKE PROXY 
+CAPITAL STOCK 
+ELECTION OF DIRECTORS 
+BOARD OF DIRECTORS COMPENSATION, COMMITTEES AND MEETINGS 
+COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 
+EXECUTIVE COMPENSATION 
+SUMMARY COMPENSATION TABLE 
+OPTION/SAR GRANTS IN FISCAL YEAR 2002 
+AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR 2002 AND YEAR-END OPTION/SAR VALUES 
+REPORTS OF THE AUDIT, COMPENSATION AND EXECUTIVE COMMITTEES AND PERFORMANCE GRAPH 
+REPORT OF THE AUDIT COMMITTEE 
+REPORT OF THE COMPENSATION COMMITTEE AND EXECUTIVE COMMITTEE ON EXECUTIVE COMPENSATION 
+COMMON STOCK PERFORMANCE 
+CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 
+BENEFIT PLANS 
+INDEPENDENT PUBLIC ACCOUNTANTS 
+SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 
+STOCKHOLDER PROPOSALS 
+EXPENSES OF SOLICITATION 
+MISCELLANEOUS

raw/proxies/0000742278/0001047469-03-010163/proxy_rpt.txt

@@ -0,0 +1,11 @@
+CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 
+Effective February 28, 2001, the Company began providing certain administrative services to Marine Products. The service agreements between Marine Products
+and the Company provide for the provision of services on a cost reimbursement basis and are terminable on six months' notice. The services covered by these agreements include administration of certain
+employee benefit programs and other administrative services. Charges from the Company (or from corporations which are subsidiaries of the Company) for such services aggregated approximately $454,000
+in 2002. During 2002, a division of RPC conducted business with Chaparral Boats, Inc. ("Chaparral"), a subsidiary of Marine Products. The Company recorded $332,000 in revenues from Chaparral
+related to the sale, installation and service of overhead cranes. 
+During
+2002, a subsidiary of RPC conducted business with a company owned by LOR, Inc. The officers, directors and stockholders of LOR, Inc. include Mr. R. Randall
+Rollins, Chairman and Chief Executive Officer, and Mr. Gary W. Rollins, Director. In 2002, payments totaling approximately $381,000 were made to this LOR, Inc. company for the purchase
+of parts and repair services related to certain of RPC's oilfield operating equipment. RPC believes the charges incurred by its subsidiary are at least as favorable as the charges that would have been
+incurred for similar services from unaffiliated third parties.

raw/proxies/0000742278/0001145443-05-000746/proxy.txt

@@ -0,0 +1,1465 @@
+DEF 14A
+1
+d16723.htm
+UNITED
+STATES 
+OMB APPROVAL 
+SECURITIES
+AND EXCHANGE COMMISSION 
+OMB Number: 3235-00595 
+Washington,
+D.C. 20549 
+Expires: February 28, 2006 
+SCHEDULE
+14A 
+Estimated average burden
+hours per response......... 12.75 
+Proxy
+Statement Pursuant to Section 14(a) of
+the Securities 
+Exchange Act of 1934 (Amendment No. ) 
+Filed
+by the Registrant x 
+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)) 
+x 
+Definitive
+Proxy Statement 
+o 
+Definitive
+Additional Materials 
+o 
+Soliciting
+Material Pursuant to Rule §240.14a-12 
+RPC, INC. 
+(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): 
+x 
+No fee
+required. 
+o 
+Fee computed
+on table below per Exchange Act Rules 14a-6(i)(1) 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: 
+SEC 1913 (03-04) 
+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 cotrol number. 
+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: 
+RPC,
+INC. 
+NOTICE OF ANNUAL MEETING OF STOCKHOLDERS 
+2170 Piedmont Road, NE, Atlanta, Georgia 30324 
+TO THE HOLDERS
+OF THE COMMON STOCK: 
+PLEASE TAKE NOTICE that
+the 2005 Annual Meeting of Stockholders of RPC, Inc., a Delaware corporation (“RPC” or “the Company”), will be held at the
+Company’s offices located at 2170 Piedmont Road, NE, Atlanta, Georgia, on Tuesday, April 26, 2005, at 12:20 P.M., or any adjournment thereof, for
+the following purposes: 
+1. 
+To elect three Class I directors to the Board of Directors;
+and 
+2. 
+To transact such other business as may properly come before the
+meeting or any adjournment thereof. 
+The Proxy Statement dated March
+31, 2005 is attached. 
+The Board of Directors has fixed
+the close of business on March 17, 2005 as the record date for the determination of stockholders entitled to notice of, and to vote at, the
+meeting. 
+Stockholders who do not expect to
+be present at the meeting are urged to complete, date, sign and return the enclosed proxy. No postage is required if the enclosed envelope is mailed in
+the United States. 
+BY ORDER OF THE BOARD OF DIRECTORS 
+Linda H. Graham,
+Secretary 
+Atlanta, Georgia 
+March 31, 2005 
+PROXY STATEMENT 
+This Proxy Statement and a form of proxy were first
+mailed to stockholders on or about March 31, 2005. The following information concerning the enclosed proxy and the matters to be acted upon at the
+Annual Meeting of the Stockholders to be held on April 26, 2005, is submitted by the Company to the stockholders in connection with the solicitation of
+proxies on behalf of the Company’s Board of Directors. 
+Three-for-two stock split — The Board of
+Directors, at their meeting on January 25, 2005, authorized a three-for-two stock split to stockholders of record on February 10, 2005, payable on
+March 10, 2005. All share, per share and market price data herein have been adjusted for this split. 
+SOLICITATION OF AND POWER TO REVOKE PROXY 
+A form of proxy is enclosed. Each proxy submitted
+will be voted as directed, but if not otherwise specified, proxies solicited by the Board of Directors of the Company will be voted in favor of the
+candidates for election to the Board of Directors. 
+A stockholder executing and delivering a proxy has
+power to revoke the same and the authority thereby given at any time prior to the exercise of such authority, if he so elects, by contacting either
+proxy holder or by attending the meeting and voting in person. However, a beneficial stockholder who holds his shares in street name must secure a
+proxy from his broker before he can attend the meeting and vote. 
+CAPITAL STOCK 
+The outstanding capital stock of the Company on
+March 17, 2005 consisted of 43,473,336 shares of Common Stock, par value $0.10 per share. Holders of Common Stock are entitled to one vote
+(non-cumulative) for each share of such stock registered in their respective names at the close of business on March 17, 2005, the record date for
+determining stockholders entitled to notice of, and to vote at, the meeting or any adjournment thereof. 
+A majority of the outstanding shares will constitute
+a quorum at the Annual Meeting. Abstentions will be counted for purposes of determining the presence or absence of a quorum for the transaction of
+business. Because the only currently scheduled item to be acted on at the meeting is the election of directors, there will be no broker non-votes. In
+accordance with the General Corporation Law of the state of Delaware, the election of the nominees named herein as Directors will require the
+affirmative vote of a plurality of the votes cast by the shares of Company Common Stock entitled to vote in the election provided that a quorum is
+present at the Annual Meeting. In the case of a plurality vote requirement (as in the election of directors), where no particular percentage vote is
+required, the outcome is solely a matter of comparing the number of votes cast for each nominee, with those nominees receiving the most votes being
+elected, and hence only votes for director nominees (and not abstentions) are relevant to the outcome. In this case, the three nominees receiving the
+most votes will be elected. 
+The executives named in the Summary Compensation
+Table, and the name and address of each stockholder (or “group” as that term is used in Section 13(d)(3) of the Exchange Act) who owned
+beneficially five percent (5%) or more of the shares of Common Stock of the Company on March 17, 2005, together with the number of shares owned by each
+such person and the percentage of outstanding shares that ownership represents, and information as to Common Stock ownership of the directors and
+executive officers of the Company as a group (according to information received by the Company), are set out below: 
+Name and Address of Beneficial Owner 
+Amount Beneficially 
+Owned (1) 
+Percent of 
+Outstanding Shares 
+R. Randall
+Rollins 
+Chairman of the Board 
+2170 Piedmont Road, NE 
+Atlanta, Georgia 
+26,440,824 
+(2) 
+60.2 
+Gary W.
+Rollins 
+President and Chief Executive Officer, Rollins, Inc. 
+2170 Piedmont Road, NE 
+Atlanta, Georgia 
+26,766,756 
+(3) 
+60.9 
+Name and Address of Beneficial Owner 
+Amount Beneficially 
+Owned (1) 
+Percent of 
+Outstanding Shares 
+Richard A.
+Hubbell 
+President and Chief Executive Officer 
+2170 Piedmont Road, NE 
+Atlanta, Georgia 
+626,744 
+(4) 
+1.4 
+Linda H.
+Graham 
+Vice President and Secretary 
+2170 Piedmont Road, NE 
+Atlanta, Georgia 
+150,341 
+(5) 
+** 
+Ben M. Palmer
+Vice President, Chief Financial Officer and Treasurer 
+2170 Piedmont Road, NE 
+Atlanta, Georgia 
+148,764 
+(6) 
+** 
+All Directors
+and Executive Officers as a group 
+(10 persons) 
+29,051,626 
+(7) 
+66.1 
+** 
+Less than one percent 
+(1) 
+Except as otherwise noted, the nature of the beneficial
+ownership for all shares is sole voting and investment power. 
+(2) 
+Includes 3,240 shares of the Company Common Stock held as
+Trustee, Guardian, or Custodian for his children. Also includes 121,440 shares of Common Stock in two trusts of which he is Co-Trustee and as to which
+he shares voting and investment power. Also includes 25,572,438 shares of the Company Common Stock held by RFPS Management Company II, L.P. of which
+RFA Management Company, LLC (“General Partner”), a Georgia limited liability company, is the general partner. The voting interests of the
+General Partner are held by two revocable trusts, one of which each of Gary or Randall Rollins is the grantor and sole trustee. LOR, Inc. is the
+manager of the General Partner. Mr. R. Randall Rollins and Mr. Gary W. Rollins have voting control of LOR, Inc. Included herein are options to purchase
+90,000 shares, which are currently exercisable or will become exercisable within 60 days of the date hereof, and 30,000 shares of restricted stock
+awards. This excludes options to purchase 60,000 shares that are not currently exercisable and will not become exercisable within 60 days of the date
+hereof. This also excludes 43,821 shares of Company Common Stock held by his wife, as to which Mr. Rollins disclaims any beneficial interest. Mr.
+Rollins is part of a control group holding Company securities that includes Mr. Gary Rollins, as disclosed on a Schedule 13D on file with the U.S.
+Securities and Exchange Commission. 
+(3) 
+Includes 121,440 shares of the Company Common Stock in two
+trusts of which he is Co-Trustee and as to which he shares voting and investment power. Also includes 59,955 shares of Common Stock held as Trustee,
+Guardian or Custodian for his children. Also includes 25,572,438 shares of the Company Common Stock held by RFPS Management Company II, L.P. of which
+RFA Management Company, LLC (“General Partner”), a Georgia limited liability company, is the general partner. The voting interests of the
+General Partner are held by two revocable trusts, one of which each of Gary or Randall Rollins is the grantor and sole trustee. LOR, Inc. is the
+manager of the General Partner. Mr. R. Randall Rollins and Mr. Gary W. Rollins have voting control of LOR, Inc. This also excludes 90,006 shares of the
+Company Common Stock held by his wife, as to which Mr. Rollins disclaims any beneficial interest. Mr. Rollins is part of a control group holding
+Company securities that includes Mr. Randall Rollins, as disclosed on a Schedule 13D on file with the U.S. Securities and Exchange
+Commission. 
+(4) 
+Includes 277,046 shares subject to options that are currently
+exercisable or that become exercisable within 60 days of the date hereof, and 119,270 shares of restricted stock awards. 
+(5) 
+Includes 24,485 shares subject to options that are currently
+exercisable or that become exercisable within 60 days of the date hereof, and 33,908 shares of restricted stock awards. 
+(6) 
+Includes 64,461 shares subject to options that are currently
+exercisable or that become exercisable within 60 days of the date hereof, and 77,108 shares of restricted stock awards. 
+(7) 
+Shares held in trusts as to which more than one officer and/or
+director are Co-Trustees or entities in which there is common ownership have been included only once. Includes an aggregate of 455,992 shares that may
+be purchased by four executive officers upon exercise of options that are currently exercisable or that become exercisable within 60 days of the date
+hereof, and 260,286 shares of restricted stock awards earned by them pursuant to the Company’s 1994 Employee Stock Incentive Plan and 2004 Stock
+Incentive Plan. 
+2 
+ELECTION OF DIRECTORS 
+On January 25, 2005, on the recommendation of the
+Nominating and Governance Committee, the Board of Directors expanded the size of the Board to nine members and elected Bill J. Dismuke as a Class II
+Director effective the same date. Mr. Dismuke, 68, is the retired President of Edwards Baking Company. Mr. Dismuke serves as a director of Rollins,
+Inc., a position he has held since 1984, and was also recently elected as a director of Marine Products Corporation. Mr. Dismuke has not been appointed
+to any committee of the Board of Directors. Mr. Dismuke’s term expires at the Annual Meeting of Stockholders in 2006. 
+At the Annual Meeting, Mr. R. Randall Rollins, Mr.
+Henry B. Tippie, and Mr. James B. Williams will be nominated to serve as Class I directors. The directors in each class serve for a term of three
+years. The director nominees will serve in their respective class until their successors are elected and qualified. Six other individuals serve as
+directors but are not standing for re-election because their terms as directors extend past this Annual Meeting pursuant to provisions of the
+Company’s By-laws that provide for the election of directors for staggered terms, with each director serving a term of three years. Unless
+authority is withheld, the proxy holders will vote for the election of each nominee named below. Although management does not contemplate the
+possibility, in the event any nominee is not a candidate or is unable to serve as a director at the time of the election, unless authority is withheld,
+the proxies will be voted for any nominee who shall be designated by the present Board of Directors and recommended by the Nominating and Governance
+Committee, to fill such vacancy. 
+The name and age of the director nominees, their
+principal occupations, together with the number of shares of Common Stock beneficially owned, directly or indirectly, by each and the percentage of
+outstanding shares that ownership represents, all as of the close of business on March 17, 2005, (according to information received by the Company) are
+set out below. Similar information is also provided for those directors whose terms expire in future years. 
+Names of Directors 
+Principal Occupation (1) 
+Service as 
+Director 
+Age 
+Shares of 
+Common 
+Stock (2) 
+Percent of 
+Outstanding 
+Shares 
+Names of Director Nominees 
+Class I (Current Term Expires 2005, New Term Will Expire 2008) 
+R. Randall
+Rollins (3) 
+Chairman of the Board of the Company since April 2004; Chairman of the Board and Chief Executive Officer of the Company prior to April 2004;
+Chairman of the Board of Marine Products Corporation (boat manufacturing) since February 2001; Chairman of the Board of Rollins, Inc. (consumer
+services) since October 1991. 
+1984 to 
+date 
+73 
+26,440,824 
+(4) 
+60.2 
+Henry B.
+Tippie 
+Presiding Director of the Company; Chairman of the Board and Chief Executive Officer of Tippie Services, Inc. (management services); Chairman
+of the Board of Dover Downs Gaming and Entertainment, Inc. (operator of multi-purpose gaming and entertainment complex) since January 2003; Chairman of
+the Board of Dover Motorsports, Inc. (operator of motorsports tracks) since April 2000 and Vice Chairman prior to April 2000. 
+1984 to 
+date 
+78 
+403,890 
+(5) 
+** 
+3 
+Names of Directors 
+Principal Occupation (1) 
+Service as 
+Director 
+Age 
+Shares of 
+Common 
+Stock (2) 
+Percent of 
+Outstanding 
+Shares 
+James B.
+Williams 
+Chairman of the Executive Committee, SunTrust Banks, Inc. (bank holding company) from 1998 to April 2004; Chairman of the Board and Chief
+Executive Officer of SunTrust Banks, Inc. from 1991 to 1998. 
+1984 to 
+date 
+72 
+60,000 
+** 
+Names of Directors Whose Terms Have Not Expired 
+Class II (Term Expires 2006) 
+Richard A.
+Hubbell 
+President and Chief Executive Officer of the Company since April 2004; President and Chief Operating Officer of the Company prior to April
+2004; President and Chief Executive Officer of Marine Products Corporation (boat manufacturing) since February 2001. 
+1987 to 
+date 
+60 
+626,744 
+(6) 
+1.4 
+Linda H.
+Graham 
+Vice
+President and Secretary of the Company since 1987; Vice President and Secretary of Marine Products Corporation (boat manufacturing) since February
+2001. 
+2001 to
+date 
+68 
+150,341 
+(7) 
+** 
+Bill J.
+Dismuke 
+Retired President of Edwards Baking Company. 
+January 25, 2005
+to date 
+68 
+1,500 
+** 
+Class III (Term Expires 2007) 
+Wilton
+Looney 
+Honorary Chairman of the Board, Genuine Parts Company (automotive parts distributor). 
+1984 to
+date 
+85 
+1,800 
+** 
+Gary W. Rollins
+(3) 
+President and Chief Executive Officer of Rollins, Inc. (consumer services) since 2001; President and Chief Operating Officer of Rollins, Inc.
+prior to 2001. 
+1984 to
+date 
+60 
+26,766,756 
+(8) 
+60.9 
+James A. Lane,
+Jr. 
+Executive Vice President of Marine Products Corporation (boat manufacturing) since February 2001; President of Chaparral Boats, Inc. since
+1976. 
+1987 to
+date 
+61 
+173,325 
+** 
+** 
+less than one percent 
+(1) 
+Unless otherwise noted, each of the directors has held the
+positions of responsibility set out in this column (but not necessarily his or her present title) for more than five years. In addition to the
+directorships listed in this column, the following individuals also serve on the Boards of Directors of the following companies: James B. Williams: The
+Coca-Cola Company, Genuine Parts Company and Georgia Pacific Corporation; R. Randall Rollins: Dover Downs Gaming 
+4 
+and Entertainment, Inc. and Dover Motorsports, Inc.; Henry B.
+Tippie: Dover Downs Gaming and Entertainment, Inc. and Dover Motorsports, Inc. All of the directors shown in the above table are also directors of
+Marine Products Corporation (“Marine Products” or “MPC”) and with the exception of Messrs. Hubbell and Lane and Ms. Graham are also
+directors of Rollins, Inc. 
+(2) 
+Except as otherwise noted, the nature of the beneficial
+ownership for all shares is sole voting and investment power. 
+(3) 
+R. Randall Rollins and Gary W. Rollins are brothers. 
+(4) 
+See information contained in footnote (2) to the table appearing
+in Capital Stock section. 
+(5) 
+Includes 28,440 shares held in trusts of which he is a Trustee
+or Co-Trustee and as to which he shares voting and investment power. Also includes shares held by a wholly owned corporation that owns 450
+shares. 
+(6) 
+See information contained in footnote (4) to the table appearing
+in Capital Stock section. 
+(7) 
+See information contained in footnote (5) to the table appearing
+in Capital Stock section. 
+(8) 
+See information contained in footnote (3) to the table appearing
+in Capital Stock section. 
+CORPORATE GOVERNANCE AND BOARD OF DIRECTORS 
+COMPENSATION, COMMITTEES AND
+MEETINGS 
+Board Meetings and Compensation 
+Under current compensation arrangements,
+non-employee directors each receive an annual retainer fee of $16,000. The Chairman of the Audit Committee receives an annual retainer of $12,000 and
+the Chairman of each of the Compensation Committee, Nominating and Governance Committee and Diversity Committee receives an annual retainer of $4,000.
+A director that chairs more than one committee receives a retainer with respect to each committee he chairs. All of the retainers are paid on a
+quarterly basis. Per meeting fees for non-employee directors are as follows: 
+• 
+For meetings of the Board of Directors, Compensation Committee,
+Nominating and Governance Committee and Diversity Committee, $1,000. 
+• 
+For meetings of the Audit Committee, $2,000. In addition, the
+Chairman of the Audit Committee receives an additional $1,000 for preparing to conduct each quarterly meeting. 
+All non-employee directors are also entitled to
+reimbursement of expenses for all services as a director, including committee participation or special assignments. 
+The Board of Directors met four times during the
+fiscal year ended December 31, 2004. No director attended fewer than 75 percent of the aggregate of all Board meetings and meetings of committees on
+which he or she served during 2004. Board members are encouraged to attend the Company’s Annual Stockholder Meetings and all Board members were in
+attendance at last year’s meeting. 
+The Board of Directors has the following standing
+committees: Audit Committee, Compensation Committee, Executive Committee, Diversity Committee and Nominating and Governance Committee. 
+Audit Committee 
+The Audit Committee of the Board of Directors of the
+Company consists of Henry B. Tippie, (Chairman), Wilton Looney and James B. Williams. The Audit Committee held five meetings during the fiscal year
+ended December 31, 2004. The Board of Directors has determined that all of the Audit Committee members are independent as that term is defined by the
+rules of the Securities and Exchange Commission (“SEC”) and the New York Stock Exchange (“NYSE”). The Board of Directors has also
+determined that all of the Audit Committee members are “Audit Committee Financial Experts” as defined in the SEC rules. Additionally, the
+Board of Directors determined that the simultaneous service by Mr. James B. Williams on the Audit Committees of three other publicly traded companies
+does not impair his ability to effectively serve on the Audit Committee of RPC, Inc. The Audit Committee meets with the Company’s independent
+registered public accountants, internal auditor, Chief Executive Officer and Chief Financial Officer to review the scope and results of audits
+and 
+5 
+recommendations made with respect to internal
+and external accounting controls and specific accounting and financial reporting issues. The Audit Committee has the authority to obtain advice and
+assistance from, and receive appropriate funding from the Company for, outside legal, accounting or other advisors as it deems necessary to carry out
+its duties. The Audit Committee charter is included herein as Appendix A and is also available on the Company’s website at www.rpc.net under the
+Governance section. A written copy of the charter can be obtained free of charge by writing to The Secretary, RPC, Inc., 2170 Piedmont Road NE,
+Atlanta, Georgia 30324. 
+Compensation Committee 
+The Compensation Committee of the Board of Directors
+of the Company consists of Henry B. Tippie (Chairman), Wilton Looney, and James B. Williams. It held two meetings during the fiscal year ended December
+31, 2004. The function of the Compensation Committee is to set the base salary and cash based incentive compensation of all of the Named Executive
+Officers. The Compensation Committee also administers the RPC, Inc. Stock Incentive Plans. 
+Executive Committee 
+The Executive Committee of the Board of Directors of
+the Company consists of R. Randall Rollins and Gary W. Rollins. It held no meetings during the fiscal year ended December 31, 2004. However, it took
+action three times by unanimous consent. The function of the Executive Committee is to take all permitted actions of the Board in its stead as
+permitted by the Company’s By-laws and Delaware law. The members of the Executive Committee do not receive any additional compensation for their
+duties on this committee. 
+Diversity Committee 
+The Diversity Committee of the Board of Directors of
+the Company consists of Henry B. Tippie (Chairman), Wilton Looney, and James B. Williams. It held one meeting during the fiscal year ended December 31,
+2004. The function of the Diversity Committee is to monitor compliance with applicable non-discrimination laws. 
+Nominating and Governance Committee 
+The Nominating and Governance Committee of the Board
+of Directors of the Company consists of Henry B. Tippie (Chairman), Wilton Looney, and James B. Williams, each of whom is independent, as discussed
+more fully under “Director Independence and NYSE guidelines.” The Committee was formed in 2002 pursuant to a resolution passed by the Board
+of Directors for the following purposes: 
+• 
+to recommend to the Board of Directors nominees for director and
+to consider any nominations properly made by a stockholder; 
+• 
+upon request of the Board of Directors, to review and report to
+the Board with regard to matters of corporate governance; and 
+• 
+to make recommendations to the Board of Directors regarding the
+agenda for Annual Stockholders’ Meetings and with respect to appropriate action to be taken in response to any stockholder proposals. 
+The Nominating and Governance Committee held one
+meeting during the fiscal year ended December 31, 2004. The Board of Directors of the Company established the Nominating and Governance Committee to
+promote responsible corporate governance practices and currently intends to maintain the Committee going forward. 
+Director Nominations 
+Under Delaware law, there are no statutory criteria
+or qualifications for directors. No criteria or qualifications have been prescribed by the Board at this time. The Nominating and Governance Committee
+does not have a charter or a formal policy with regard to the consideration of director candidates. However, it acts under the guidance of the
+corporate governance guidelines approved by the Board of Directors on January 27, 
+6 
+2004, as amended January 25, 2005, and posted on
+the Company’s website at www.rpc.net under the Governance section. A written copy of the Corporate Governance Guidelines can be obtained free of
+charge by writing to The Secretary, RPC, Inc., 2170 Piedmont Road NE, Atlanta, Georgia 30324. The Board believes that it should preserve maximum
+flexibility in order to select directors with sound judgment and other desirable qualities. According to the Company’s corporate governance
+guidelines, the Board of Directors will be responsible for selecting its own members. The Board delegates the screening process to the Nominating and
+Governance Committee. This Committee is responsible for determining the appropriate skills and characteristics required of Board members in the context
+of the then current make-up of the Board. This determination takes into account all factors which the Committee considers appropriate, such as
+independence, experience, strength of character, mature judgment, technical skills, diversity, age and the extent to which the individual would fill a
+present need on the Board. The Company’s By-laws provide that nominations for the election of directors may be made by any stockholder entitled to
+vote for the election of directors. Nominations must comply with an advance notice procedure which generally requires, with respect to nominations for
+directors for election at an annual meeting, that written notice be addressed to: Secretary, RPC, Inc., 2170 Piedmont Road, NE, Atlanta, Georgia 30324,
+not less than ninety days prior to the anniversary of the prior year’s annual meeting and set forth the name, age, business address and, if known,
+residence address of the nominee proposed in the notice, the principal occupation or employment of the nominee for the past five years, the
+nominee’s qualifications, the class or series and number of shares of capital stock of the Company which are owned beneficially or of record by
+the person and any other information relating to the person that would be required to be disclosed in a proxy statement or other filings. Other
+requirements related to the notice are contained in the Company’s By-laws. The Committee will consider nominations from stockholders who satisfy
+these requirements. The Committee is responsible for screening the nominees that are selected by the Board of Directors for nomination to the Board and
+for service on committees of the Board. To date, the Company has not received a recommendation for a director nominee from a stockholder. All of the
+nominees for directors being voted upon at the Annual Meeting to be held on April 26, 2005 are directors standing for re-election. 
+Director Communications 
+The Company also has a process for interested
+parties, including stockholders, to send communications to the Board of Directors, Presiding Director, any of the Board Committees or the
+non-management directors as a group. Such communications should be addressed as follows: 
+Mr. Henry B. Tippie 
+c/o Internal Audit Department 
+RPC,
+Inc. 
+2170 Piedmont Road NE 
+Atlanta, Georgia 30324. 
+Instructions for communications with the directors
+are posted on our website at www.rpc.net under the Governance section. All communications received from interested parties are forwarded to the Board
+of Directors. Any communication addressed solely to the Presiding Director or the non-management directors will be forwarded directly to the
+appropriate addressee(s). 
+Director Independence and NYSE Requirements 
+Controlled Company Exemption 
+The Company is not required by law or NYSE listing
+requirements to have a Nominating or Compensation Committee composed of independent directors, nor to have a Board of Directors the majority of which
+are independent. Because the Company is a “controlled corporation,” as defined by NYSE Rule 303A.00, the Company is exempt from NYSE Rules
+303A.01, 303A.04 and 303A.05 and does not undertake compliance with those provisions. The Company is a “controlled corporation” because a
+group that includes the Company’s Chairman of the Board R. Randall Rollins, his brother Gary W. Rollins who is also a director and certain
+companies under their control, possesses in excess of fifty percent of the Company’s voting power. 
+7 
+The Company’s Audit Committee is composed of
+three “independent” directors as defined by the Company’s Corporate Governance Guidelines, the New York Stock Exchange rules, the
+Securities Exchange Act of 1934, SEC regulations thereunder, and the Company’s Audit Committee Charter. However, because the current members of
+the Compensation and Nominating and Governance Committees are the same as the members of the Audit Committee, those committees are in fact currently
+composed of independent directors as well. 
+Independence Guidelines 
+Under New York Stock Exchange listing standards, to
+be considered independent, a director must be determined to have no material relationship with the Company other than as a director. The New York Stock
+Exchange standards set forth a nonexclusive list of relationships which are conclusively deemed material. 
+The Company’s Independence Guidelines (Appendix
+A to the Company’s Corporate Governance Guidelines) provide that to be independent, a director must not have any relationship that would be
+considered material under New York Stock Exchange Standards. In addition, the Company’s Guidelines provide that, except in special circumstances
+as determined by a majority of the Board, the following relationships are not material: 
+(i) 
+If the director, or a member of the director’s immediate
+family, has received less than one hundred thousand dollars (US $100,000) in direct compensation from the Company (other than director and committee
+fees and compensation for prior service which are not contingent in any way on continued services) during every 12 month period within the past three
+(3) years; 
+(ii) 
+If the director is a director or officer, or any member of the
+director’s immediate family is a director or officer of a bank to which the Company is indebted, and the total amount of the indebtedness does not
+exceed one percent (1%) of the total assets of the bank for any of the past three (3) years; 
+(iii) 
+If the director or any member of the director’s immediate
+family serves as an officer, director, trustee or primary spokesperson of a charitable or educational organization, and donations by the Company do not
+exceed the greater of one million dollars (US $1,000,000) or two percent (2%) of the organization’s total annual charitable receipts for any of
+the past three (3) years; 
+(iv) 
+If the director has a relationship with the Company of a type
+covered by item 404(a) and/or item 404(b) of the Securities and Exchange Commission’s Regulation S-K (or any successor regulation), and that
+relationship need not, according to the terms of those items and any then-current proxy regulations, be disclosed in the Company’s annual proxy
+statement (except for relationships described elsewhere in these guidelines in which case the other guidelines will govern); 
+(v) 
+If the director, or a member of the director’s immediate
+family, has direct or beneficial ownership (as defined by Rule 13d-3 under the Securities Exchange Act of 1934) of any amount of any class of common
+stock of the Company. 
+Audit Committee Charter 
+Under the Company’s Audit Committee Charter, in
+accordance with New York Stock Exchange listing requirements and the Securities Exchange Act of 1934, all members of the Audit Committee must be
+independent of management and the Company. A member of the Audit Committee is considered independent as long as he or she (i) does not accept any
+consulting, advisory, or compensatory fee from the Company, other than as a director or committee member; (ii) is not an affiliated person of the
+Company or its subsidiaries; and (iii) otherwise meets the independence requirements of the New York Stock Exchange and the Company’s Corporate
+Governance Guidelines. 
+Nonmaterial Relationships 
+After reviewing all of the relationships between the
+members of the Audit Committee and the Company, the Board of Directors determined that none of the members of the Audit Committee had any relationships
+not included within the categorical standards set forth in the Independence Guidelines and disclosed above except as follows: 
+8 
+1. 
+Mr. Tippie was employed by Rollins, Inc. (“Rollins”)
+from 1953 to 1970, and held several offices with that company during that time, including as Executive Vice President — Finance, Secretary,
+Treasurer and Chief Financial Officer. Messrs. Randall and Gary Rollins are directors and executive officers of Rollins and are part of a group that
+has voting control of Rollins. 
+2. 
+Mr. Tippie is Chairman of the Board of Directors of Dover
+Motorsports, Inc. and Dover Downs Gaming and Entertainment, Inc., on both of which Mr. Randall Rollins is a director. 
+3. 
+Mr. Tippie is the executor of the Estate of John W. Rollins,
+Sr., the uncle of Gary and Randall Rollins, the trustee of the O. Wayne Rollins Foundation and of the Rollins Children’s Trust. O. Wayne Rollins
+is the father of Gary and Randall Rollins. The beneficiaries of the Rollins Children’s Trust include the immediate family members of Gary and
+Randall Rollins. 
+4. 
+Prior to its acquisition by Penske Truck Leasing, Mr. Tippie
+served as the Chairman and Mr. Gary Rollins served on the Board of Directors of Rollins Truck Leasing Corp. 
+5. 
+Until April 2004, Mr. Williams and Mr. Randall Rollins served
+together for nine years on the board of directors of SunTrust Banks, Inc. 
+6. 
+Each of Messrs. Looney, Tippie and Williams also serve on the
+Boards of Rollins, Inc. and Marine Products Corporation, of which Messrs. Gary and Randall Rollins are directors, and voting control over which is held
+by a control group of which Messrs. Randall and Gary Rollins are a part; Mr. Randall Rollins is an executive officer of Marine Products;
+and 
+7. 
+Messrs. Williams and Looney have overlapping social club
+memberships and charitable and educational institution affiliations with Mr. Randall Rollins. 
+As required by the Independence Guidelines, the
+Board of Directors unanimously concluded that the above-listed relationships would not affect the independent judgment of the respective members of the
+Audit Committee. All of the members are also independent under the heightened standards required for Audit Committee members. 
+In accordance with the NYSE corporate governance
+listing standards, Mr. Henry B. Tippie was elected as the Presiding director. The Company’s non-employee directors meet at regularly scheduled
+executive sessions without management at which Mr. Tippie presides and had their first meeting in January 2005. 
+Code of Business Ethics 
+The Company has adopted a Code of Business Ethics
+applicable to all directors, officers and employees generally, as well as a Supplemental Code of Business Ethics applicable to the principal executive
+officer, principal financial officers, and directors. Both codes are available on the Company’s website at www.rpc.net. Copies are also available
+in print, without charge, to any shareholder who requests one by writing to: The Secretary, RPC, Inc., 2170 Piedmont Road NE, Atlanta, Georgia
+30324. 
+COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 
+None of the directors named above who serve on the
+Company’s Compensation Committee are or have ever been employees of the Company. There are no Compensation Committee interlocks requiring
+disclosure. 
+REPORTS OF THE AUDIT AND COMPENSATION COMMITTEES AND PERFORMANCE
+GRAPH 
+Notwithstanding anything to the contrary set
+forth in any of the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might
+incorporate other Company filings, including this Proxy Statement, in whole or in part, the following Report of the Audit Committee, Report of the
+Compensation Committee on Executive Compensation and the Performance Graph included herein shall not be incorporated by reference into any such
+filings. 
+9 
+REPORT OF THE AUDIT COMMITTEE 
+Management is responsible for the Company’s
+internal controls and the financial reporting process. The Company’s independent registered public accountants are responsible for performing
+independent audits of the Company’s consolidated financial statements and management’s assessment that the Company maintained effective
+control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States) and for issuing
+reports thereon. The Audit Committee’s responsibility is generally to monitor and oversee these processes, as described in the Audit Committee
+Charter. It is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements are complete
+and accurate and in accordance with generally accepted accounting principles; that is the responsibility of management. 
+In fulfilling its oversight responsibilities with
+respect to the year ended December 31, 2004, the Audit Committee: 
+• 
+Authorized both the dismissal of Ernst & Young LLP
+(“Ernst & Young”) as its independent registered public accounting firm and the appointment of Grant Thornton LLP (“Grant
+Thornton”) as its new independent registered public accounting firm; 
+• 
+Reviewed with management the interim financial information
+included in the Forms 10-Q prior to their being filed with the SEC. In addition, the Committee reviewed all earnings releases with management prior to
+their release; 
+• 
+Reviewed and discussed with the Company’s management and
+the applicable independent registered public accountants the audited consolidated financial statements of the Company as of December 31, 2004 and 2003
+and for the three years ended December 31, 2004. The discussion included matters related to the conduct of the audit, such as the selection of and
+changes in accounting policies, significant adjustments arising from the audit and the absence of any disagreements with management over the
+application of accounting principles, the basis for management’s accounting estimates and the disclosures in the financial statements; 
+• 
+Reviewed and discussed with the Company’s management and
+Grant Thornton, management’s assessment that the Company maintained effective control over financial reporting as of December 31,
+2004; 
+• 
+Discussed with the independent registered public accountants
+matters required to be discussed by Statement on Auditing Standards No. 61, “Communications with Audit Committees;” and 
+• 
+Received from the independent registered public accountants the
+written disclosures and the letter required by Independence Standards Board Standard No. 1, “Independence Discussions with Audit Committees,”
+and discussed with the registered public accountants the firm’s independence from the Company. 
+Based upon the review and discussions referred to
+above, the Committee recommended to the Board of Directors that the audited consolidated financial statements of the Company and subsidiaries as of
+December 31, 2004 and 2003 and for the three years ended December 31, 2004, management’s report on internal control over financial reporting as of
+December 31, 2004 and the report of independent registered public accounting firm on internal control over financial reporting as of December 31, 2004
+be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 and for filing with the Securities and Exchange
+Commission. 
+In giving its recommendation to the Board of
+Directors, the Audit Committee has relied on (i) management’s representation that such financial statements have been prepared with integrity and
+objectivity and in conformity with accounting principles generally accepted in the United States of America and (ii) the report of the Company’s
+independent registered public accountants with respect to such financial statements. 
+Submitted by the Audit Committee of the Board of
+Directors. 
+AUDIT COMMITTEE 
+Henry B. Tippie, Chairman 
+Wilton
+Looney 
+James B. Williams 
+10 
+REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION 
+Overview 
+During the fiscal year 2004, the members of the
+Compensation Committee of the Board of Directors held responsibility for determining the base salary and cash based incentive plans for the Named
+Executive Officers. The Compensation Committee also administers the stock based incentives for all of the Named Executive Officers. The Compensation
+Committee is comprised of outside directors who do not participate in the Company’s compensation plans. 
+The Company is engaged in a highly competitive
+industry. The actions of the Named Executive Officers have a profound impact on the short-term and long-term profitability of the Company; therefore,
+the designs of the Named Executive Officers’ compensation packages are very important. In order to retain key employees, the Company has an
+executive compensation package that is determined by increase in shareholder value, the overall performance of the Company, and the individual
+performance of the executive. The measures of the Company’s performance considered by the Compensation Committee in determining the 2004 Named
+Executive Officers’ compensation were long-term growth in net income and stockholder value improvements in addition to individual performance. The
+Committee subjectively weights these factors without any specific formula and adjusts the compensation of an executive based on individual performance
+compared to Company expectations and performance. During fiscal 2004, the Company performance met or exceeded its expectations at the time it set
+executive pay. 
+Pursuant to the above compensation philosophy, the
+three main components of the executive compensation packages are base salary, cash based incentives, and stock based incentive plans. 
+The Company’s Named Executive Officers are also
+executive officers of Marine Products and receive compensation directly from Marine Products. The members of the Company’s Compensation Committee
+also constitute the Compensation Committee of Marine Products. In determining the compensation for the Named Executive Officers at the Company, the
+Committee considers the dual responsibilities and sets compensation from the Company at such levels that the aggregate compensation received from both
+Marine Products and the Company is reasonable in light of the responsibilities and the performance of each Company. A discussion of the Company’s
+executive officers’ compensation at Marine Products is contained in its annual proxy statement filed with the U.S. Securities and Exchange
+Commission. 
+Base Salary 
+The factors subjectively used in determining base
+salary include the recent profit performance of the Company, the magnitude of responsibilities, the scope of the position, individual performance, and
+the salary received by peers in similar positions in the same geographic area, in addition to the base salary from Marine Products. These factors are
+not used in any specific formula or weighting. The base salaries of the Named Executive Officers are reviewed annually. Increases to base salaries for
+the Named Executive Officers ranged up to 18 percent in 2004 based on all the factors discussed above. 
+Cash Based Incentives 
+The annual cash based incentive compensation for the
+Named Executive Officers are based upon broad performance objectives. The Named Executive Officers participate in a variety of individualized
+performance bonus plans designed by the Committee to encourage achievement of short-term goals. These programs all have payouts subjectively based on
+net income, budget objectives, and other individual performance objectives. The individual performance objectives relate to each Named Executive
+Officer improving the contribution of his or her functional area of responsibility to further enhance the earnings of the Company. Bonuses are not made
+subject to any plan or program, written or unwritten, that is communicated in advance to the Named Executive Officers. No specific performance criteria
+are established in advance, and no specific ranges for bonuses are established in advance. Bonuses for a particular fiscal year are generally
+determined during the first quarter of the following fiscal year and paid at the discretion of the Compensation Committee. Bonuses were paid in the
+first 
+11 
+quarter of 2005 for the year ended December 31, 2004 and totaled
+$690,000 for the Named Executive Officers, based on improved financial performance of the Company in 2004 compared to 2003 and individual
+performance. 
+Stock Based Incentive Plans 
+Awards under the Company’s Stock Incentive Plan
+are discretionary, and are not based on any specific formula and may or may not be granted in any given fiscal year. When considering grants under the
+plan, the Compensation Committee gives consideration to the overall performance of the Company and the performance of individual employees. The Plan is
+administered by the Committee, which consists of non-employee directors within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as
+amended. Based on improved financial performance of the Company in 2004 compared to 2003 and individual performance, the Committee granted to the Named
+Executive Officers a total of 79,500 shares of restricted stock. The restricted stock granted vests in 20 percent increments annually beginning in
+2006. 
+The Compensation Committee currently believes that
+there are no employees whose total compensation including option grants under the Company’s Stock Incentive Plans will materially exceed the $1
+million deductibility limit of Section 162(m) of the Internal Revenue Code of 1986, as amended, except as disclosed below. The most recent grants vest
+ratably over a six year period, thereby minimizing the likelihood of increasing stock prices resulting in an employee’s annual compensation
+exceeding the Section 162(m) limitation. Therefore, the Committee has determined that the Company will not change its various compensation plans, or
+otherwise meet the requirements of such exemption, or take other actions to qualify such grants (or other compensation) for an exemption from the
+Section 162(m) limitation at this time. 
+However, in 2004, Richard A. Hubbell received total
+taxable compensation in excess of $1 million due to the vesting of ten-year time lapse restricted shares issued in 1994. This resulted in an estimated
+increase in the Company’s income tax liability of approximately $257,000. 
+Chief Executive Officer Compensation 
+The Chief Executive Officer’s compensation is
+determined by the Compensation Committee. For fiscal year 2004, the cash compensation of Richard A. Hubbell, was $655,000, of which $455,000 was base
+salary and $200,000 was cash based incentive compensation. In addition, Mr. Hubbell was granted 30,000 shares of restricted stock, valued at $9.21 per
+share, that vest in 20 percent increments annually beginning in 2006. The Chief Executive Officer’s total 2004 compensation including base salary
+increases, cash based incentives and stock based incentives was based upon the long-term growth in revenues, net income, stockholder value improvements
+including increase in stock price and the Chief Executive Officer’s individual performance towards achieving the goals listed above. The decision
+of the Compensation Committee was subjective and was not based upon any specific formula or guidelines. No member of the Compensation Committee
+participates in any Company incentive program. 
+COMPENSATION COMMITTEE 
+Henry B. Tippie,
+Chairman 
+Wilton Looney 
+James B. Williams 
+12 
+COMMON STOCK PERFORMANCE 
+As part of the executive compensation information
+presented in this proxy statement, the Securities and Exchange Commission requires a five year comparison of the cumulative total stockholder return
+based on the performance of the stock of the Company, assuming dividend reinvestment, as compared with both a broad equity market index and an industry
+or peer group index. The indices included in the following graph are the Russell 2000 Index (“Russell 2000”), the Philadelphia Stock
+Exchange’s Oil Service Index (“OSX”), and a peer group which includes companies that are considered peers of the Company, as discussed
+below (the “Peer Group”). The Company has voluntarily chosen to provide both an industry and a peer group index. 
+The Russell 2000 is a stock index representing small
+capitalization U.S. stocks. The components of the index had an average market capitalization in 2004 of $857 million, and the Company was a component
+of the Russell 2000 during 2004. The Russell 2000 was chosen because it represents companies with comparable market capitalizations to the Company. The
+OSX is a stock index of 15 U.S. companies that provide oil drilling and production services, oilfield equipment, support services and
+geophysical/reservoir services. The Company is not a component of the OSX, but it was chosen because it represents a large group of companies that
+provide the same or similar products and services as the Company. The companies included in the Peer Group are Weatherford International, Inc., BJ
+Services Company, Superior Energy Services, Inc., and Halliburton Company. The companies included in the peer group have been weighted according to
+each respective issuer’s stock market capitalization at the beginning of each year. 
+COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN* 
+* 
+Assumes reinvestment of dividends; also assumes that Marine
+Products Corporation shares issued in connection with the spin-off were sold and reinvested in RPC stock. 
+13 
+CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 
+Effective with the spin-off in 2001, the Company
+began providing certain administrative services to Marine Products. The service agreements between Marine Products and the Company provide for the
+provision of services on a cost reimbursement basis and may be terminated upon six months notice. The services covered by these agreements include
+administration of certain employee benefit programs and other administrative services. Charges from the Company (or from corporations which are
+subsidiaries of the Company) for such services aggregated approximately $546,000 in 2004. 
+During 2004, a subsidiary of RPC conducted business
+with companies owned by LOR, Inc. Mr. R. Randall Rollins, Chairman, and Mr. Gary W. Rollins, Director are officers, directors and controlling
+stockholders of LOR, Inc. In 2004, payments totaling approximately $529,000 were made to these LOR, Inc. companies for the purchase of parts and repair
+services related to certain of RPC’s oilfield operating equipment. RPC believes the charges incurred by its subsidiary are at least as favorable
+as the charges that would have been incurred for similar services from unaffiliated third parties. 
+RPC receives certain administrative services
+including an allocation for office space from Rollins. The service agreements between Rollins and the Company provide for the provision of services on
+a cost reimbursement basis and are terminable on six months notice. The services covered by these agreements include office space, administration of
+certain employee benefit programs, and other administrative services. Charges to the Company (or to corporations which are subsidiaries of the Company)
+for such services and rent aggregated $76,000 in 2004. 
+EXECUTIVE EMPLOYMENT CONTRACTS 
+The Company’s employment contracts with its
+Chief Executive Officer and the Company’s other three most highly compensated executive officers (the “Named Executive Officers”) as of
+March 1, 2005 are oral, at will arrangements. Set forth below is a summary of the material terms of the compensation under such at will arrangements.
+Except as disclosed elsewhere in this proxy statement, the Named Executive Officers do not have guaranteed terms of employment. None of the Named
+Executive Officers are entitled to severance or other termination payments relating to a change of control in excess of $100,000. 
+Base Salaries 
+None of the Named Executive Officers of the Company
+received salary increases in 2005. The annual base salaries for the Company’s Named Executive Officers are disclosed in the Summary Compensation
+Table on page 16. 
+Discretionary Bonuses 
+All of the Named Executive Officers are eligible for
+annual cash bonuses which are awarded on an entirely discretionary basis, following a review by the Company’s Compensation Committee of the
+performance of the Company and the executives for the relevant year. The Compensation Committee’s decisions are based upon broad performance
+objectives. The bonus program focuses on the achievement of short-term objectives. Bonus decisions are made based on a review of net income, budget
+objectives, and other individual performance objectives. The individual performance objectives considered by the Committee relate to each Named
+Executive Officer improving the contribution of his or her functional area of responsibility to further enhance the earnings of the
+Company. 
+Discretionary bonuses are not made subject to any
+plan or program, written or unwritten, that is communicated in advance to the Named Executive Officers. No specific performance criteria are
+established in advance, and no specific ranges for bonuses are established in advance. Bonuses for a particular fiscal year are generally determined
+during the first quarter of the following fiscal year and paid at the discretion of the Compensation Committee. 
+Bonuses were paid in the first quarter of 2005 for
+the year ended December 31, 2004 and totaled $690,000 for all of the Named Executive Officers, as disclosed in the Summary Compensation Table on page
+16. 
+14 
+Stock Options and Other Equity Awards 
+The Named Executive Officers are eligible to receive
+options and restricted stock under the Company’s Stock Incentive Plans, in such amounts and with such terms and conditions as determined by the
+Committee at the time of grant. 
+Supplemental Retirement Plan 
+Salary and Bonus Deferrals 
+All of the Named Executive Officers are eligible to
+participate in the Company’s Supplemental Retirement Plan (“Plan”). Messrs. Rollins and Hubbell declined to participate in the
+Company’s Plan with respect to fiscal year 2005. Mr. Palmer and Ms. Graham have elected to participate in the Company’s Plan. Ms. Graham also
+participates in the Supplemental Retirement Plan sponsored by Marine Products Corporation. 
+The Plan allows participants to defer up to 25
+percent of base salary and up to 50 percent of annual bonus and commissions, subject to an overall maximum of $500,000 in any given year, and other
+terms and conditions set forth in the Plan. 
+Company Contributions 
+The Company makes certain “Enhanced Benefit
+Contributions” under the Plan on behalf of Mr. Hubbell, as disclosed in the Summary Compensation Table on page 16. The Company has retained
+absolute discretion to reduce the amount of Enhanced Benefit Contributions at any time for any reason, and may elect not to make any such contributions
+at all. The Company currently expects that Mr. Hubbell’s last Enhanced Benefit Contribution will be made with respect to fiscal year
+2008. 
+In addition to the Enhanced Benefit Contributions,
+the Company may make discretionary contributions on behalf of a Participant under the Plan in any amount and at any time. The Company has no obligation
+to make any such discretionary contribution, has no current plans to make such a contribution on behalf of any Named Executive Officer, and has never
+made any such contribution under the Supplemental Retirement Plan since its creation in August of 2002. 
+A copy of the Plan is filed as an exhibit to the
+Form 10-K for the year ended December 31, 2004 filed with the SEC on March 16, 2005. The material terms and conditions of the Plan are more
+particularly described in the Company’s Form 8-K filed with the SEC on December 23, 2004. 
+Automobile Usage 
+Mr. Hubbell has the use of a Company owned
+automobile. The automobile is self-insured and maintained by the Company. The Company also pays all fuel expenses. Mr. Hubbell’s personal use of
+the automobile is treated as taxable income for federal and state income tax purposes. His personal use of the automobile is valued at approximately
+$690 per month. Mr. Palmer receives an automobile allowance of $700 per month in addition to reimbursement of fuel expenses that is treated as taxable
+income for federal and state income tax purposes. 
+Other Benefits 
+The Named Executive Officers are eligible to
+participate in the Company’s regular employee benefit programs, including the 401(k) Plan with Company match, group life insurance, group medical
+and dental coverage and other group benefit plans. All of the Named Executive Officers are eligible for the Retirement Income Plan that was frozen in
+March 2002. See Supplemental Retirement Plan above for further discussion. 
+15 
+EXECUTIVE COMPENSATION 
+Shown below is information concerning the annual and
+long-term compensation for services in all capacities to the Company for the calendar years ended December 31, 2004, 2003 and 2002 of those persons who
+were at December 31, 2004 (i) the Chief Executive Officer and (ii) all other most highly compensated executive officers of the Company whose total
+annual compensation exceeded $100,000, (the “Named Executive Officers”): 
+SUMMARY COMPENSATION TABLE 
+Annual Compensation 
+Long-Term Compensation Awards 
+Name and Principal Position 
+Year 
+Salary($) 
+Bonus($) 
+Restricted 
+Stock 
+Awards 
+($)(1) 
+Securities 
+Underlying 
+Options/ 
+SARs(#) 
+All Other 
+Compensation($)(2) 
+R. Randall
+Rollins (3) 
+2004 
+$ 
+355,000 
+$ 
+300,000 
+$ 
+276,200 
+0 
+$ 
+0 
+Chairman of
+the Board 
+2003 
+300,000 
+175,000 
+0 
+150,000 
+0 
+2002 
+300,000 
+0 
+0 
+0 
+0 
+Richard A.
+Hubbell (3) 
+2004 
+455,000 
+200,000 
+276,200 
+0 
+32,412 
+President and
+Chief Executive Officer 
+2003 
+400,000 
+110,000 
+0 
+37,500 
+32,262 
+2002 
+400,000 
+0 
+0 
+0 
+31,762 
+Linda H. Graham
+(3) 
+2004 
+120,000 
+40,000 
+69,050 
+0 
+3,480 
+Vice
+President and Secretary 
+2003 
+104,000 
+25,000 
+0 
+15,000 
+3,120 
+2002 
+102,833 
+0 
+0 
+0 
+3,895 
+Ben M. Palmer
+(3) 
+2004 
+150,000 
+150,000 
+110,480 
+0 
+6,150 
+Vice
+President, Chief Financial 
+2003 
+150,000 
+60,000 
+47,450 
+22,500 
+4,752 
+Officer, and
+Treasurer 
+2002 
+150,000 
+0 
+0 
+0 
+5,500 
+(1) 
+The Company has granted employees two forms of restricted stock;
+performance restricted and time lapse restricted. The performance restricted shares are granted, but not earned and issued until certain five-year
+tiered performance criteria are met. The performance criteria are predetermined market prices of RPC common stock. On the date the common stock
+appreciates to each level (determination date), 20 percent of performance shares are earned. Once earned, the performance shares vest five years from
+the determination date. After the determination date, the grantee will receive all dividends declared and also voting rights to the shares. Time lapse
+restricted shares vest after a stipulated number of years from the grant date, depending on the terms of the issue. The Company has issued time lapse
+restricted shares that vest over ten years in prior years and in 2004 issued time lapse restricted shares that vest in 20 percent increments annually
+starting with the second anniversary of the grant, over six years from the date of grant. During these years, grantees receive all dividends declared
+and retain voting rights for the granted shares. As of December 31, 2004, 85,500 time lapse restricted shares and 15,770 performance restricted shares
+were held by Mr. Hubbell, 25,500 time lapse restricted shares and 908 performance restricted shares were held by Ms. Graham, and 42,750 time lapse
+restricted shares and 22,358 performance restricted shares were held by Mr. Palmer. The total number of shares held and their values on December 31,
+2004 were as follows: Mr. Hubbell, 101,270 shares valued at $1,696,000, Ms. Graham, 26,408 shares valued at $442,000 and Mr. Palmer, 65,108 shares
+valued at $1,091,000 of which 4,500 shares are subject to issuance upon meeting performance criteria as defined in the related Performance Restricted
+Stock Agreement. The time lapse restricted share certificates and the performance restricted share certificates that have been earned and issued are
+being held by the Company and may not be transferred by the Named Executive Officers until the shares vest. The December 31, 2004 values are based on
+the closing stock market price of $16.75 and do not take into account any diminution of value attributable to vesting provisions of these
+shares. 
+(2) 
+Effective July 1, 1984, the Company adopted the RPC 401(k) Plan
+(“401(k) Plan”), a qualified retirement plan designed to meet the requirements of Section 401(k) of the Internal Revenue Code (the
+“Code”). The 401(k) Plan provides for a matching contribution of fifty cents ($0.50) for each dollar ($1.00) of a participant’s
+contribution to the 401(k) Plan that does not exceed six percent of his or her annual compensation (which includes commissions, overtime and bonuses).
+A participant’s voluntary pre-tax salary deferrals made under the 401(k) Plan are in lieu of payment of compensation to the participant. The
+Company’s Retirement Income Plan, a trusteed defined benefit pension plan, provides monthly benefits upon retirement at age 65 to eligible
+employees. In the first quarter of 2002, the Company’s Board of Directors approved 
+16 
+a resolution to cease all future benefit accruals under the
+Retirement Income Plan effective March 31, 2002. In lieu thereof, beginning in 2002, the Company began providing enhanced benefits in the form of cash
+contributions on behalf of certain long-service employees who were 40-65 years of age on or before December 31, 2002. These enhanced benefit
+contributions are discretionary and may be made annually, subject to a participant’s continued employment, for a maximum of seven years. The
+contributions are made either to the non-qualified Supplemental Retirement Plan (“SRP”) or to the 401(k) Plan for each employee who is
+entitled to the enhanced benefits. The amounts shown in this column represent the Company match under the 401(k) Plan. In the case of Mr. Hubbell, the
+amount shown includes $26,262 towards enhanced benefits. Beginning late in 2002, the Company began permitting selected highly compensated employees to
+defer a portion of their compensation into the SRP. 
+(3) 
+Mr. Rollins, Mr. Hubbell, Mr. Palmer and Ms. Graham are also
+executive officers of Marine Products and receive compensation directly from Marine Products. 
+OPTION/SAR GRANTS IN FISCAL YEAR 2004 
+No options or stock appreciation rights were granted
+to the Named Executive Officers during 2004. 
+AGGREGATED OPTION/SAR EXERCISES 
+IN FISCAL YEAR 2004 AND YEAR-END
+OPTION/SAR VALUES 
+Name 
+Shares 
+Acquired 
+on Exercise(#) 
+Value 
+Realized($) 
+Number of Securities 
+Underlying 
+Unexercised 
+Options/SARs 
+at FY End(#) 
+Exercisable/Unexercisable 
+Value of Unexercised 
+In-the-Money 
+Options/SARs 
+At
+FY-End($)(1) 
+Exercisable/Unexercisable 
+R. Randall
+Rollins 
+0 
+$ 
+0 
+60,000 / 90,000 
+$ 
+605,285 / 907,928 
+Richard A.
+Hubbell 
+24,972 
+162,651 
+254,546 / 60,000 
+2,867,782 / 553,200 
+Linda H.
+Graham 
+11,352 
+61,301 
+19,986 / 15,000 
+209,541 / 149,100 
+Ben M.
+Palmer 
+0 
+0 
+55,461 / 27,000 
+587,925 / 259,740 
+(1) 
+Based on the closing price of Company Common Stock on the New
+York Stock Exchange on December 31, 2004 of $16.75 per share. 
+EQUITY COMPENSATION PLAN INFORMATION 
+The following table sets forth certain information
+regarding equity compensation plans as of December 31, 2004. 
+Plan Category 
+(A) 
+Number of Securities To 
+Be Issued Upon Exercise 
+of
+Outstanding Options, 
+Warrants and Rights 
+(B) 
+Weighted Average 
+Exercise Price of 
+Outstanding
+Options, 
+Warrants and Rights 
+(C) 
+Number of Securities 
+Remaining Available for 
+Future
+Issuance Under 
+Equity Compensation 
+Plans (Excluding 
+Securities Reflected in 
+Column (A)) 
+Equity
+compensation plans approved by securityholders 
+1,939,577 
+(1) 
+$ 
+7.01 
+(2) 
+1,930,500 
+(3) 
+Equity
+compensation plans not approved by securityholders 
+— 
+— 
+— 
+Total 
+1,939,577 
+$ 
+7.01 
+1,930,500 
+(1) 
+Includes 9,000 performance restricted shares granted but not
+earned and issued. 
+(2) 
+Does not include performance restricted shares granted but not
+earned and issued because these grants do not have exercise prices. 
+(3) 
+All of the securities are available to be issued as restricted
+stock or other stock awards. 
+17 
+BENEFIT PLANS 
+The Company’s Retirement Income Plan, a
+trusteed defined benefit pension plan, provides monthly benefits upon retirement at age 65 to eligible employees. In the first quarter of 2002, the
+Company’s Board of Directors approved a resolution to cease all future benefit accruals under the Retirement Income Plan effective March 31, 2002.
+Retirement Income Plan benefits are based on the average of the employee’s compensation from the Company for the five consecutive complete
+calendar years of highest compensation during the last ten consecutive complete calendar years (“final average compensation”) immediately
+preceding March 31, 2002. Accordingly the pension plan table has not been presented under this section. 
+The current years of service for the four
+individuals named in the Summary Compensation Table are: R. Randall Rollins — 30, Richard A. Hubbell — 15, Linda H. Graham — 15 and Ben
+M. Palmer — 4. The annual benefit payable at the later of retirement or age 65 for the Named Executive Officers is $261,600 for Mr. Rollins,
+$41,400 for Mr. Hubbell, $24,900 for Ms. Graham and $9,400 for Mr. Palmer. In accordance with the Code (as amended by the Economic Growth and Tax
+Relief Reconciliation Act of 2001), the maximum annual benefit payable to a Retirement Income Plan beneficiary in 2004 was $165,000. Retirement
+benefits accrued at the end of any calendar year or as of March 31, 2002 will not be reduced or increased by any subsequent changes in the maximum
+compensation limit. 
+The Plan also provides reduced early retirement
+benefits under certain conditions. In addition, as an owner with stock ownership in excess of five percent of the Company’s voting securities, Mr.
+Rollins is required to receive mandatory distributions currently, even though he has not retired from the Company. The amount of distribution received
+during 2004 was approximately $261,600 and is not subject to change after retirement. 
+In 2002, the Company began providing additional
+benefits on behalf of certain long-service employees in the form of discretionary cash contributions made either to the Company’s 401(k) Plan
+(which is described below) or the Supplemental Retirement Plan as described above under “Executive Employment Contracts.” Amounts contributed
+to the accounts of the Named Executive Officers are reported in the “All Other Compensation” column of the Summary Compensation Table on page
+16. 
+Effective July 1, 1984, the Company adopted a
+qualified retirement plan designed to meet the requirements of Section 401(k) of the Code. The Company makes matching contributions of fifty cents
+($0.50) for each dollar ($1.00) of a participant’s contribution to the 401(k) Plan that does not exceed six percent of his or her annual
+compensation. The only form of benefit payment under the 401(k) Plan is a single lump-sum payment equal to the vested balance in the participant’s
+account on the date the distribution is processed. Under the 401(k) Plan, the full amount of a participant’s vested accrued benefit is payable
+upon his termination of employment, retirement, total and permanent disability, or death. Also under the 401(k) Plan, a participant may withdraw his or
+her pre-tax contributions to the extent of certain specified instances of financial hardship and may withdraw any amount from his or her pre-tax
+contribution account for any reason after attaining age 59-1/2. In addition, a participant may withdraw any amount from his or her rollover account for
+any reason. Amounts contributed by the Company to the accounts of the Named Executive Officers for 2004 under this plan are reported in the “All
+Other Compensation” column of the Summary Compensation Table on page 16. 
+18 
+INDEPENDENT PUBLIC ACCOUNTANTS 
+Change in Accountants 
+The independent public accounting firm of Ernst
+& Young was initially engaged as the Company’s auditors for the fiscal year ended December 31, 2004.
+Effective subsequent to the filing of its Quarterly report on Form 10-Q for the quarter ended June 30, 2004, the Company decided on August 17, 2004, to
+terminate Ernst & Young as the Company’s independent registered public accountants, and to appoint Grant Thornton
+as its independent registered public accountants for the year ended December 31, 2004. The decisions to dismiss Ernst & Young and
+to appoint Grant Thornton were authorized by the Company’s Audit Committee. 
+For the fiscal years ended December 31, 2002 and
+2003, Ernst & Young’s report on the financial statements of the Company did not contain an adverse opinion or a disclaimer of opinion, nor was
+it qualified or modified as to uncertainty, audit scope, or accounting principles. During the Company’s fiscal years ended December 31, 2002 and
+2003, and the subsequent interim period through August 17, 2004, there were no disagreements between the Company and Ernst & Young on any matter of
+accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to the satisfaction of Ernst
+& Young would have caused them to make reference to the subject matter of the disagreement in connection with their reports. The following
+reportable events described under Item 304(a)(1)(v) of Regulation S-K did not occur within the Company’s fiscal years ended December 31, 2002 and
+2003 or during any subsequent interim period through August 17, 2004. 
+1. 
+Ernst & Young did not advise the Company that the internal
+controls necessary to develop reliable financial statements did not exist, 
+2. 
+Ernst & Young did not advise the Company that it would be
+unable to rely on management’s representation, 
+3. 
+Ernst & Young did not advise the Company of the need to
+significantly expand the scope of its audit, 
+4. 
+Ernst & Young did not advise the Company that information
+had come to its attention that had caused it to conclude that there was a material impact to the fairness or reliability of a previously issued audit
+report or the underlying financial statements. 
+During the Company’s fiscal years ended
+December 31, 2002 and 2003, and from January 1, 2004 through August 17, 2004, neither the Company nor someone acting on the Company’s behalf
+consulted Grant Thornton regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed, (ii)
+the type of audit opinion that might be rendered on the Company’s financial statements, or (iii) any matter that was either the subject of a
+disagreement, as defined in Regulation S-K Item 304 (a)(1)(iv), or a “reportable event” as defined in Regulation S-K Item
+304(a)(1)(v). 
+The Company filed a Report on Form 8-K with the SEC
+on August 20, 2004 regarding the change in accountants. 
+Principal Auditor 
+Grant Thornton has served as the Company’s
+independent public accountants since August 17, 2004 for the fiscal year ended December 31, 2004. In addition to performing the audit of the
+Company’s consolidated financial statements, Grant Thornton provided various other services during 2004. 
+The Audit Committee has appointed Grant Thornton as
+the Company’s independent registered public accountants for the fiscal year ending December 31, 2005. Representatives of Grant Thornton are
+expected to be present at the Annual Meeting and will have an opportunity to make a statement if they so desire and will be available to respond to
+appropriate questions. No representative of Ernst & Young is expected to attend the meeting. 
+19 
+The aggregate fees billed by independent registered
+public accountants are set forth below: 
+2004* 
+2003** 
+Audit fees
+and quarterly reviews (1) 
+$ 
+846,000 
+$ 
+215,500 
+Audit related
+fees (2) 
+12,800 
+23,000 
+Tax
+fees 
+— 
+263,000 
+All other
+fees 
+— 
+— 
+(1) 
+Audit fees include fees for audit or review services in
+accordance with generally accepted auditing standards, such as statutory audits and services rendered for compliance with Section 404 of the
+Sarbanes-Oxley Act. These fees are subject to final approval by the Audit Committee. 
+(2) 
+Audit related fees represents audit of the 401(k)
+Plan. 
+* 
+Fees related to 2004 disclosed above represent Grant
+Thornton’s charges. In addition, the Company paid approximately $45,000 to Ernst & Young in audit fees and $230,000 in tax fees. Tax fees
+related to tax compliance, planning and advice, consultation and research on tax consequences for potential acquisitions, foreign tax issues and filing
+amended tax returns for prior years. 
+** 
+All fees paid in 2003 were to Ernst & Young. 
+Pre-approval 
+All of the services described above were
+pre-approved by the Company’s Audit Committee. The Audit Committee has determined that the payments made to its independent registered public
+accountants for these services are compatible with maintaining such auditors’ independence. All of the hours expended on the principal
+accountant’s engagement to audit the financial statements of the Company for the years 2004 and 2003 were attributable to work performed by
+full-time, permanent employees of the principal accountant. 
+The Audit Committee is directly responsible for the
+appointment and termination (subject, if applicable, to shareholder ratification), compensation, and oversight of the work of the independent
+registered public accountants, including resolution of disagreements between management and the independent registered public accountants regarding
+financial reporting. The Audit Committee is responsible for pre-approving all audit and non-audit services provided by the independent registered
+public accountants and ensuring that they are not engaged to perform the specific non-audit services proscribed by law or regulation. The Audit
+Committee has delegated pre-approval authority to its Chairman with the stipulation that his decision is to be presented to the full Committee at its
+next scheduled meeting. The Audit Committee has no other pre-approval policies. 
+SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 
+The Company has completed a review of Forms 3, 4,
+and 5 and amendments thereto furnished to the Company by all Directors, Officers and greater than 10 percent stockholders subject to the provisions of
+Section 16 of the Securities Exchange Act of 1934, as amended. In addition, the Company has a written representation from all Directors, Officers and
+greater than 10 percent stockholders from whom no Form 5 was received indicating that no Form 5 filing was required. Based solely on this review, the
+Company believes that filing requirements of such persons under Section 16 for the fiscal year ended December 31, 2004 have been satisfied, except that
+Mr. Ben M. Palmer filed one late Form 4 to report performance restricted shares earned based on achieving pre-determined stock prices. 
+STOCKHOLDER PROPOSALS 
+Appropriate proposals of stockholders intended to be
+presented at the Company’s 2006 Annual Meeting of the Stockholders must be received by the Company by December 1, 2005, in order to be included,
+pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended, in the proxy statement and form of proxy relating to that
+meeting. All stockholder proposals submitted outside the stockholder proposal rules contained in Rule 14a-8 promulgated under the Securities Exchange
+Act of 1934, as amended, except director 
+20 
+nominations
+must be received by the Company by February 14, 2006, in order to be considered timely.
+With regard to such stockholder proposals, if the date of the next Annual Meeting of the
+Stockholders is advanced or delayed more than 30 calendar days from April 26, 2006, the
+Company will, in a timely manner, inform its stockholders of the change and of the date
+by which such proposals must be received. 
+With respect to stockholder nomination of directors,
+the Company’s By-laws provide that nominations for the election of directors may be made by any stockholder entitled to vote for the election of
+directors. Nominations must comply with an advance notice procedure which generally requires with respect to nominations for directors for election at
+an Annual Meeting, that written notice be addressed to: Secretary, RPC, Inc., 2170 Piedmont Road NE, Atlanta, Georgia 30324, not less than ninety days
+prior to the anniversary of the prior year’s Annual Meeting and set forth the name, age, business address and, if known, residence address of the
+nominee proposed in the notice, the principal occupation or employment of the nominee for the past five years, the nominee’s qualifications, the
+class or series and number of shares of capital stock of the Company which are owned beneficially or of record by the person and any other information
+relating to the person that would be required to be disclosed in a proxy statement or other filings. Other specific requirements related to such
+notice, including required disclosures concerning the stockholder intending to present the nomination, are set forth in the Company’s By-laws.
+Notices of nominations must be received by the Secretary of the Company no later than January 26, 2006, with respect to directors to be elected at the
+2006 Annual Meeting of Stockholders. 
+EXPENSES OF SOLICITATION 
+RPC will bear the cost of soliciting proxies. Upon
+request, we will reimburse brokers, dealers and banks, or their nominees, for reasonable expenses incurred in forwarding copies of the proxy material
+to their beneficial shareholders of record. Solicitation of proxies will be made principally by mail. Proxies also may be solicited in person or by
+telephone, facsimile or other means by our directors, officers and regular employees. These individuals will receive no additional compensation for
+these services. The Company has retained Georgeson Shareholder Communications, Inc. to conduct a broker search and to send proxies by mail for an
+estimated fee of $5,500 plus shipping expenses. 
+MISCELLANEOUS 
+The Company’s Annual Report to Stockholders,
+including its Annual Report on Form 10-K for the fiscal year ended December 31, 2004, without exhibits, is being mailed to stockholders with this proxy
+statement. 
+Upon the written request of any record or
+beneficial owner of the Company’s Common Stock whose proxy was solicited in connection with the 2005 Annual Meeting of Stockholders, the Company
+will furnish such owner, without charge, a copy of its Annual Report on Form 10-K, including the financial statements and the financial statement
+schedules (but without exhibits), for its fiscal year ended December 31, 2004. Requests for a copy of such Annual Report on Form 10-K should be
+addressed to Ms. Linda H. Graham, Secretary, at RPC, Inc., 2170 Piedmont Road NE, Atlanta, Georgia 30324. 
+Management knows of no business other than the
+matters set forth herein which will be presented at the Annual Meeting. In as much as matters not known at this time may come before the Annual
+Meeting, the enclosed proxy confers discretionary authority with respect to such matters as may properly come before the Annual Meeting; and it is the
+intention of the persons named in the proxy to vote in accordance with their best judgment on such matters. 
+BY ORDER OF THE BOARD OF
+DIRECTORS 
+Linda H. Graham, Secretary 
+Atlanta, Georgia 
+March 31, 2005 
+21 
+APPENDIX A 
+AUDIT COMMITTEE CHARTER 
+RPC,
+INC. 
+CHARTER OF THE AUDIT COMMITTEE 
+OF THE BOARD OF DIRECTORS 
+PURPOSE 
+The Audit Committee (the “Committee”) is
+appointed by the Board of Directors (the “Board”) to assist the Board in fulfilling its oversight responsibilities. The Committee’s
+primary purpose is to monitor the integrity of the Company’s financial reporting process, including (by overseeing the financial reports and other
+financial information provided by the Company to any governmental or regulatory body, the public or other users thereof) the Company’s systems of
+internal accounting and financial controls, the performance of the Company’s internal audit function, the independent auditor’s
+qualifications and independence, the Company’s compliance with ethics policies and legal and regulatory requirements statements, and the annual
+independent audit of the Company’s financial statements. The Committee will monitor the independence, performance, and qualifications of the
+Company’s independent auditors. 
+In discharging its oversight role, the Committee is
+empowered to investigate any matter brought to its attention with full access to all books, records, facilities and personnel of the Company. The
+Committee is authorized to retain outside counsel, auditors or other experts and professionals for this purpose. The Board and the Committee are in
+place to represent the Company’s shareholders; accordingly, the outside auditor is ultimately accountable to the Board and the
+Committee. 
+The Company shall provide appropriate funding, as
+determined by the Committee, for payment of compensation to any registered public accounting firm engaged for the purpose of rendering or issuing an
+audit report or related work or performing other audit, review or attest services for the company and to any advisors employed by the Company as well
+as ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties. 
+MEMBERSHIP 
+The Committee shall be comprised of not less than
+three members of the Board, and the Committee’s composition shall meet all requirements of the Audit Committee policy of the New York Stock
+Exchange. 
+Accordingly, all of the members must be
+directors: 
+• 
+Who are independent of management and the Company. Members of
+the Committee shall be considered independent as long as they do not accept any consulting, advisory, or compensatory fee from the Company and are not
+an affiliated person of the Company or its subsidiaries, and meet the independence requirements of the New York Stock Exchange. Under Rule 10A-3 to
+Securities Exchange Act of 1934, disallowed payments to an Audit Committee member includes payments made directly or indirectly, and for these purposes
+“indirect” acceptance shall include (a) payments to spouses, minor children or stepchildren or children or stepchildren sharing a home with
+the member and (b) payments accepted by an entity in which such member is a partner, member, officer such as a managing director occupying a comparable
+position or executive officer, or occupies a similar position (except limited partners, non-managing members and those occupying similar positions who,
+in each case, have no active role in providing services to the entity) and which provides accounting, consulting, legal, investment banking or
+financial advisory to the Company or any subsidiary. 
+• 
+Who are financially literate or who become financially literate
+within a reasonable period of time after appointment to the Committee. In addition, at least one member of the Committee must be an Audit Committee
+“financial expert” as defined by SEC regulations. 
+A-1 
+KEY RESPONSIBILITIES 
+The Committee’s primary responsibility is to
+oversee the Company’s financial reporting process on behalf of the Board and report results of their activities to the Board on a regular basis.
+While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to
+determine that the Company’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles.
+Management is responsible for the preparation, presentation, and integrity of the Company’s financial statements and for the appropriateness of
+the accounting principles and reporting policies that are used by the Company as well as the Company’s internal controls. The independent auditors
+are responsible for performing an independent audit of the Company’s financial statements in accordance with auditing standards generally accepted
+in the United States and for issuing a report hereon. 
+The Committee, in carrying out its responsibilities,
+believes its policies and procedures should remain flexible, in order to best react to changing conditions and circumstances. The Committee should take
+appropriate actions to set the overall corporate “tone” for quality financial reporting, sound business risk practices, and ethical behavior.
+The following shall be the principal duties and responsibilities of the Committee. These functions are set forth as a guide with the understanding that
+the Committee may diverge from this guide as appropriate under the circumstances. 
+The Committee shall be directly responsible for the
+appointment and termination (subject, if applicable, to shareholder ratification), compensation, and oversight of the work of the independent auditors,
+including resolution of disagreements between management and the auditor regarding financial reporting. The Committee shall pre-approve all audit and
+non-audit services provided by the independent auditors and shall not engage the independent auditors to perform the specific non-audit services
+proscribed by law or regulation. The Committee may delegate pre-approval authority to a member of the Committee. The decisions of any Committee member
+to whom pre-approval authority is delegated must be presented to the full Committee at its next scheduled meeting. 
+At least annually, the Committee shall obtain and
+review a report by the independent auditors describing: 
+• 
+The firm’s internal quality control procedures. 
+• 
+Any material issues raised by the most recent internal quality
+control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five
+years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues. 
+• 
+All relationships between the independent auditor and the
+Company (to assess the auditor’s independence). 
+In addition, the Committee shall set clear hiring
+policies for employees or former employees of the independent auditors that meet the SEC regulations and the New York Stock Exchange listing
+standards. 
+The Committee shall discuss with the internal
+auditors and the independent auditors the overall scope and plans for their respective audits, including the adequacy of staffing and compensation.
+Also, the Committee shall discuss with management, the internal auditors, and the independent auditors the adequacy and effectiveness of the accounting
+and financial controls, including the Company’s policies and procedures to assess, monitor, and manage business risk, and legal and ethical
+compliance programs (e.g., Company’s Code of Conduct). 
+The Committee shall meet separately periodically
+with management, the internal auditors, and the independent auditors to discuss issues and concerns warranting Committee attention. The Committee shall
+provide sufficient opportunity for the internal auditors and the independent auditors to meet privately with the members of the Committee. The
+Committee shall review with the independent auditor any audit problems or difficulties and management’s response. 
+The Committee shall receive regular reports from the
+independent auditor on the critical policies and practices of the Company, and all alternative treatments of financial information within generally
+accepted accounting principles that have been discussed with management. 
+A-2 
+The Committee shall review management’s
+assertion on its assessment of the effectiveness of internal controls as of the end of the most recent fiscal year and the independent auditors’
+report on management’s assertion. 
+The Committee shall review and discuss earnings
+press releases, as well as financial information and earnings guidance provided to analysts and rating agencies. 
+The Committee shall review the interim financial
+statements and disclosures under Management’s Discussion and Analysis of Financial Condition and Results of Operations with management and the
+independent auditors prior to the filing of the Company’s Quarterly Report on Form 10-Q. Also, the Committee shall discuss the results of the
+quarterly review and any other matters required to be communicated to the Committee by the independent auditors under generally accepted auditing
+standards. The chair of the Committee may represent the entire Committee for the purposes of this review. 
+The Committee shall review with management and the
+independent auditors the financial statements and disclosures under Management’s Discussion and Analysis of Financial Condition and Results of
+Operations to be included in the Company’s Annual Report on Form 10-K (or the annual report to shareholders if distributed prior to the filing of
+Form 10-K), including their judgment about the quality, not just the acceptability, of accounting principles, the reasonableness of significant
+judgments, and the clarity of the disclosures in the financial statements. Also, the Committee shall discuss the results of the annual audit and any
+other matters required to be communicated to the Committee by the independent auditors under generally accepted auditing standards. 
+The Committee shall establish procedures for the
+receipt, retention, and treatment of complaints received by the issuer regarding accounting, internal accounting controls, or auditing matters, and the
+confidential, anonymous submission by employees of the issuer of concerns regarding questionable accounting or auditing matters. 
+The Committee shall receive corporate
+attorneys’ reports of evidence of a material violation of securities laws or breaches of fiduciary duty. 
+The Committee also prepares its report to be
+included in the Company’s annual proxy statement, as required by SEC regulations. 
+The Committee shall perform an evaluation of its
+performance at least annually to determine whether it is functioning effectively. 
+A-3 
+RPC, Inc. 
+Proxy Solicited by the Board of Directors of RPC, Inc. 
+For Annual Meeting of Stockholders on Tuesday, April 26, 2005, 12:20 P.M. 
+The undersigned hereby constitutes and appoints GARY W. ROLLINS and R. RANDALL ROLLINS, and each of them, jointly and severally, proxies, with full power of substitution, to vote all
+shares of Common Stock which the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held on April 26, 2005, at 12:20 P.M. at 2170 Piedmont Road, NE, Atlanta, Georgia, or any adjournment thereof.
+The undersigned acknowledges receipt of Notice of Annual Meeting of Stockholders and Proxy Statement, each dated March 31, 2005, grants authority to said proxies, or either of them,
+or their substitutes, to act in the absence of others, with all the powers which the undersigned would possess if personally present at such meeting and hereby ratifies and confirms all that said proxies or their substitutes may lawfully do in the undersigned’s name, place and stead. The
+undersigned instructs said proxies, or either of them, to vote as follows:
+1. 
+o 
+FOR R. RANDALL ROLLINS, HENRY B. TIPPIE 
+AND JAMES B. WILLIAMS, AS CLASS I DIRECTORS 
+EXCEPT AS INDICATED BELOW 
+o 
+ABSTAIN FROM VOTING FOR THE 
+ELECTION OF ALL CLASS I NOMINEES
+INSTRUCTIONS: To refrain from voting for any individual nominee, write that nominee’s name in the space provided below: 
+2. 
+ON ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
+Over 
+RPC, INC. 
+ALL PROXIES SIGNED AND RETURNED WILL BE VOTED OR NOT VOTED IN ACCORDANCE WITH YOUR INSTRUCTIONS, BUT THOSE WITH NO CHOICE WILL BE VOTED “FOR” THE ABOVE-NAMED NOMINEES FOR DIRECTOR. THIS PROXY IS
+SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY. 
+PROXY 
+Please sign below, date and return promptly. 
+Signature(s) 
+Dated: 
+, 2005 
+(Signature should conform to name and title stenciled hereon. Executors, administrators, trustees, guardians and attorneys should add their title upon signing.) 
+NO POSTAGE REQUIRED IF THIS PROXY IS RETURNED IN THE ENCLOSED ENVELOPE AND MAILED IN THE UNITED STATES.

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+CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 
+Effective with the spin-off in 2001, the Company
+began providing certain administrative services to Marine Products. The service agreements between Marine Products and the Company provide for the
+provision of services on a cost reimbursement basis and may be terminated upon six months notice. The services covered by these agreements include
+administration of certain employee benefit programs and other administrative services. Charges from the Company (or from corporations which are
+subsidiaries of the Company) for such services aggregated approximately $546,000 in 2004. 
+During 2004, a subsidiary of RPC conducted business
+with companies owned by LOR, Inc. Mr. R. Randall Rollins, Chairman, and Mr. Gary W. Rollins, Director are officers, directors and controlling
+stockholders of LOR, Inc. In 2004, payments totaling approximately $529,000 were made to these LOR, Inc. companies for the purchase of parts and repair
+services related to certain of RPC’s oilfield operating equipment. RPC believes the charges incurred by its subsidiary are at least as favorable
+as the charges that would have been incurred for similar services from unaffiliated third parties. 
+RPC receives certain administrative services
+including an allocation for office space from Rollins. The service agreements between Rollins and the Company provide for the provision of services on
+a cost reimbursement basis and are terminable on six months notice. The services covered by these agreements include office space, administration of
+certain employee benefit programs, and other administrative services. Charges to the Company (or to corporations which are subsidiaries of the Company)
+for such services and rent aggregated $76,000 in 2004.

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+CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
+Effective February 28, 2001, the Company began providing certain
+administrative services to Marine Products. The service agreements between
+Marine Products and the Company provide for the provision of services on a cost
+reimbursement basis and may be terminated upon six months notice. The services
+covered by these agreements include administration of certain employee benefit
+programs and other administrative services. Charges from the Company (or from
+corporations which are subsidiaries of the Company) for such services aggregated
+approximately $496,000 in 2003. During 2003, a division of RPC conducted
+business with Chaparral Boats, Inc. ("Chaparral"), a subsidiary of Marine
+Products. The Company recorded $171,000 in revenues from Chaparral related to
+the sale, installation and service of overhead cranes.
+During 2003, a subsidiary of RPC conducted business with companies owned by
+LOR, Inc. The officers, directors and stockholders of LOR, Inc. include Mr.
+Randall Rollins, Chairman, and Mr. Gary W. Rollins,
+10
+Director. In 2003, payments totaling approximately $871,000 were made to these
+LOR, Inc. companies for the purchase of parts and repair services related to
+certain of RPC's oilfield operating equipment. RPC believes the charges incurred
+by its subsidiary are at least as favorable as the charges that would have been
+incurred for similar services from unaffiliated third parties.
+RPC sponsors a multiple employer benefit plan that includes Marine
+Products. Following the spin-off, RPC charged Marine Products for, and Marine
+Products has been obligated to pay, its allocable share of pension costs and the
+associated funding obligation related to the prior service liabilities of
+Chaparral employees. Effective December 2003, the related prior service
+liabilities totaling $3,314,000 and pension assets totaling $2,517,000 were
+transferred within the multiple employer plan from RPC to Marine Products.

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+Related Party Transactions Policy provides that related party transactions,
+as
+defined in Regulation S-K, Item 404(a) must be reviewed, approved and/or
+ratified by our Nominating and Corporate Governance Committee. As set forth
+in
+our Code, our Nominating and Corporate Governance Committee has the
+responsibility to ensure that it only approve or ratify related party
+transactions that are in compliance with applicable law, consistent with
+the
+Company’s corporate governance policies (including those relative to conflicts
+of interest and usurpation of corporate opportunities) and on terms that
+are
+deemed to be fair to the Company. The Committee has the authority to hire
+legal,
+accounting, financial or other advisors as it may deem necessary or desirable
+and/or to delegate responsibilities to executive officers of the Company
+in
+connection with discharging its duties. A copy of the Code is available on
+our
+website at www.rpc.net, under the Governance section. All related party
+transactions for fiscal year ended December 31, 2006 were reviewed, approved
+and/or ratified by the Nominating & Corporate Governance Committee in
+accordance with the Code. 
+INDEPENDENT

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+Related Party Transactions. Copies are also available in print,
+without charge, to any shareholder who requests one by writing to: The
+Secretary, RPC, Inc., 2170 Piedmont Road NE, Atlanta, Georgia
+30324. 
+Code
+of Business Conduct 
+The
+Company has adopted a Code of Business Conduct applicable to all directors,
+officers and employees generally, as well as a Code of Business Conduct and
+Ethics for Directors and Executive Officers and Related Party Transaction Policy
+applicable to the principal executive officer, principal financial officer, and
+directors. Both codes are available on the Company’s website at www.rpc.net under the
+Governance section. Copies are also available in print, without
+charge, to any shareholder who requests one by writing to: The Secretary, RPC,
+Inc., 2170 Piedmont Road NE, Atlanta, Georgia 30324. 
+Director
+Communications 
+The
+Company also has a process for interested parties, including stockholders, to
+send communications to the Board of Directors, Presiding Director, any of the
+Board Committees or the non-management directors as a group. Such
+communications should be addressed as follows: 
+Mr.
+Henry B. Tippie 
+c/o
+Internal Audit Department 
+RPC,
+Inc. 
+2801
+Buford Highway, Suite 520 
+Atlanta,
+Georgia 30329. 
+10 
+The above
+instructions for communications with the directors are also posted on our
+website at www.rpc.net under the
+Governance section. All communications received from interested
+parties are forwarded to the Board of Directors. Any communication
+addressed solely to the Presiding Director or the non-management directors will
+be forwarded directly to the appropriate addressee(s). 
+COMPENSATION

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+Related Party Transactions Policy provides that related party transactions, as
+defined in Regulation S-K, Item 404(a) must be reviewed, approved and/or
+ratified by our Nominating and Corporate Governance Committee. As set forth in
+our Code, our Nominating and Corporate Governance Committee has the
+responsibility to ensure that it only approve or ratify related party
+transactions that are in compliance with applicable law, consistent with the
+Company’s corporate governance policies (including those relative to conflicts
+of interest and usurpation of corporate opportunities) and on terms that are
+deemed to be fair to the Company. The Committee has the authority to hire legal,
+accounting, financial or other advisors as it may deem necessary or desirable
+and/or to delegate responsibilities to executive officers of the Company in
+connection with discharging its duties. A copy of the Code is available on our
+website at www.rpc.net under the Governance section. All related party
+transactions for the fiscal year ended December 31, 2008 were reviewed, approved
+and/or ratified by the Nominating and Corporate Governance Committee in
+accordance with the Code. 
+25 
+INDEPENDENT

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+CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 
+Effective with the spin-off in 2001, the Company began providing certain administrative services to Marine Products. The service agreements between Marine Products and the Company provide for the provision of services on a cost reimbursement basis and may be terminated upon six months notice. The services covered by these agreements include administration of certain employee benefit programs and other administrative services. Charges from the Company (or from corporations which are subsidiaries of the Company) for such services aggregated approximately $713,000 in 2009. 
+During 2009, a subsidiary of RPC conducted business with companies owned by LOR, Inc. Mr. R. Randall Rollins, Chairman, and Mr. Gary W. Rollins, Director, are officers, directors and controlling stockholders of LOR, Inc. In 2009, payments totaling approximately $409,000 were made to these LOR, Inc. companies for the purchase of parts and repair services related to certain of RPC’s oilfield operating equipment. RPC believes the charges incurred by its subsidiary are at least as favorable as the charges that would have been incurred for similar services from unaffiliated third parties. 
+RPC receives certain administrative services including an allocation for office space from Rollins. The service agreements between Rollins and the Company provide for the provision of services on a cost reimbursement basis and are terminable on six months notice. The services covered by these agreements include office space, administration of certain employee benefit programs, and other administrative services. Charges to the Company (or to corporations which are subsidiaries of the Company) for such services and rent aggregated approximately $87,000 in 2009. 
+A group that includes the Company’s Chairman of the Board, R. Randall Rollins, his brother Gary W. Rollins who is also a director, and certain companies under their control, possesses in excess of fifty percent of the Company’s voting power. Please refer to the discussion above under the heading, “Corporate Governance and Board of Directors Committees and Meetings, Director Independence and NYSE Requirements, Controlled Company Exemption.” The group discussed above also controls in excess of fifty percent of Marine Products’ voting power. 
+Our Code of Business Conduct and Ethics for Directors and Executive Officers and Related Party Transactions Policy provides that related party transactions, as defined in Regulation S-K, Item 404(a) must be reviewed, approved and/or ratified by our Nominating and Corporate Governance Committee. As set forth in our Code, our Nominating and Corporate Governance Committee has the responsibility to ensure that it only approves or ratifies related party transactions that are in compliance with applicable law, consistent with the Company’s corporate governance policies (including those relative to conflicts of interest and usurpation of corporate opportunities) and on terms that are deemed to be fair to the Company. The Committee has the authority to hire legal, accounting, financial or other advisors as it may deem necessary or desirable and/or to delegate responsibilities to executive officers of the Company in connection with discharging its duties. A copy of the Code is available on our website at www.rpc.net under the Governance section. All related party transactions for the fiscal year ended December 31, 2009 were reviewed, approved and/or ratified by the Nominating and Corporate Governance Committee in accordance with the Code. 
+26

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+CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 
+Effective with the spin-off in 2001, the Company began providing certain administrative services to Marine Products. The service agreements between Marine Products and the Company provide for the provision of services on a cost reimbursement basis and may be terminated upon six months notice. The services covered by these agreements include administration of certain employee benefit programs and other administrative services. Charges from the Company (or from corporations which are subsidiaries of the Company) for such services aggregated approximately $689,000 in 2010. 
+During 2010, a subsidiary of RPC conducted business with companies owned by LOR, Inc. Mr. R. Randall Rollins, Chairman, and Mr. Gary W. Rollins, Director, are officers, directors and controlling stockholders of LOR, Inc. In 2010, payments totaling approximately $551,000 were made to these LOR, Inc. companies for the purchase of parts and repair services related to certain of RPC’s oilfield operating equipment. RPC believes the charges incurred by its subsidiary are at least as favorable as the charges that would have been incurred for similar services from unaffiliated third parties. 
+RPC receives certain administrative services including an allocation for office space from Rollins. The service agreements between Rollins and the Company provide for the provision of services on a cost reimbursement basis and are terminable on six months notice. The services covered by these agreements include office space, administration of certain employee benefit programs, and other administrative services. Charges to the Company (or to corporations which are subsidiaries of the Company) for such services and rent aggregated approximately $94,000 in 2010. 
+A group that includes the Company’s Chairman of the Board, R. Randall Rollins, his brother Gary W. Rollins who is also a Director, and certain companies under their control, possesses in excess of fifty percent of the Company’s voting power. Please refer to the discussion above under the heading, “Corporate Governance and Board of Directors Committees and Meetings, Director Independence and NYSE Requirements, Controlled Company Exemption.” The group discussed above also controls in excess of fifty percent of Marine Products’ voting power. 
+Our Code of Business Conduct and Ethics for Directors and Executive Officers and Related Party Transactions Policy provides that related party transactions, as defined in Regulation S-K, Item 404(a) must be reviewed, approved and/or ratified by our Nominating and Governance Committee. As set forth in our Code, our Nominating and Governance Committee has the responsibility to ensure that it only approves or ratifies related party transactions that are in compliance with applicable law, consistent with the Company’s corporate governance policies (including those relative to conflicts of interest and usurpation of corporate opportunities) and on terms that are deemed to be fair to the Company. The Committee has the authority to hire legal, accounting, financial or other advisors as it may deem necessary or desirable and/or to delegate responsibilities to executive officers of the Company in connection with discharging its duties. A copy of the Code is available on our website at www.rpc.net under the Governance section. All related party transactions for the fiscal year ended December 31, 2010 were reviewed, approved and/or ratified by the Nominating and Governance Committee in accordance with the Code. 
+31

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@@ -0,0 +1,7 @@
+CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 
+Effective with the spin-off in 2001, the Company began providing certain administrative services to Marine Products. The service agreements between Marine Products and the Company provide for the provision of services on a cost reimbursement basis and may be terminated upon six months notice. The services covered by these agreements include administration of certain employee benefit programs and other administrative services. Charges from the Company (or from corporations which are subsidiaries of the Company) for such services aggregated approximately $639,000 in 2011. 
+During 2011, a subsidiary of RPC conducted business with companies owned by LOR, Inc. Mr. R. Randall Rollins, Chairman, and Mr. Gary W. Rollins, Director, are officers, directors and controlling stockholders of LOR, Inc. In 2011, payments totaling approximately $1,458,000 were made to these LOR, Inc. companies primarily for the purchase of parts and repair services related to certain of RPC’s oilfield operating equipment. RPC believes the charges incurred by its subsidiary are at least as favorable as the charges that would have been incurred for similar services from unaffiliated third parties. 
+RPC receives certain administrative services including an allocation for office space from Rollins. The service agreements between Rollins and the Company provide for the provision of services on a cost reimbursement basis and are terminable on six months notice. The services covered by these agreements include office space, administration of certain employee benefit programs, and other administrative services. Charges to the Company (or to corporations which are subsidiaries of the Company) for such services and rent aggregated approximately $102,000 in 2011. 
+A group that includes the Company’s Chairman of the Board, R. Randall Rollins, his brother Gary W. Rollins who is also a director, and certain companies under their control, possesses in excess of fifty percent of the Company’s voting power. Please refer to the discussion above under the heading, “Corporate Governance and Board of Directors Committees and Meetings, Director Independence and NYSE Requirements, Controlled Company Exemption.” The group discussed above also controls in excess of fifty percent of Marine Products’ voting power. 
+Our Code of Business Conduct and Ethics for Directors and Executive Officers and Related Party Transactions Policy provides that related party transactions, as defined in Regulation S-K, Item 404(a) must be reviewed, approved and/or ratified by our Nominating and Corporate Governance Committee. As set forth in our Code, our Nominating and Corporate Governance Committee has the responsibility to ensure that it only approves or ratifies related party transactions that are in compliance with applicable law, consistent with the Company’s corporate governance policies (including those relative to conflicts of interest and usurpation of corporate opportunities) and on terms that are deemed to be fair to the Company. The Committee has the authority to hire legal, accounting, financial or other advisors as it may deem necessary or desirable and/or to delegate responsibilities to executive officers of the Company in connection with discharging its duties. A copy of the Code is available on our website at www.rpc.net under the Governance section. All related party transactions for the fiscal year ended December 31, 2011 were reviewed, approved and/or ratified by the Nominating and Corporate Governance Committee in accordance with the Code. 
+26

raw/proxies/0000742278/0001188112-13-000690/proxy_rpt.txt

@@ -0,0 +1,7 @@
+CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 
+Effective with the spin-off in 2001, the Company began providing certain administrative services to Marine Products. The service agreements between Marine Products and the Company provide for the provision of services on a cost reimbursement basis and may be terminated upon six months notice. The services covered by these agreements include administration of certain employee benefit programs and other administrative services. Charges from the Company (or from corporations which are subsidiaries of the Company) for such services aggregated approximately $544,000 in 2012. 
+During 2012, a subsidiary of RPC conducted business with companies owned by LOR, Inc. Mr. R. Randall Rollins, Chairman, and Mr. Gary W. Rollins, Director, are officers, directors and controlling stockholders of LOR, Inc. In 2012, payments totaling approximately $1,676,000 were made to these LOR, Inc. companies primarily for the purchase of parts and repair services related to certain of RPC’s oilfield operating equipment. RPC believes the charges incurred by its subsidiary are at least as favorable as the charges that would have been incurred for similar services from unaffiliated third parties. 
+RPC receives certain administrative services including an allocation for office space from Rollins. The service agreements between Rollins and the Company provide for the provision of services on a cost reimbursement basis and are terminable on six months notice. The services covered by these agreements include office space, administration of certain employee benefit programs, and other administrative services. Charges to the Company (or to corporations which are subsidiaries of the Company) for such services and rent aggregated approximately $83,000 in 2012. 
+25 
+A group that includes the Company’s Chairman of the Board, R. Randall Rollins, his brother Gary W. Rollins who is also a director, and certain companies under their control, possesses in excess of fifty percent of the Company’s voting power. Please refer to the discussion above under the heading, “Corporate Governance and Board of Directors Committees and Meetings, Director Independence and NYSE Requirements, Controlled Company Exemption.” The group discussed above also controls in excess of fifty percent of Marine Products’ voting power. 
+Our Code of Business Conduct and Ethics for Directors and Executive Officers and Related Party Transactions Policy provides that related party transactions, as defined in Regulation S-K, Item 404(a) must be reviewed, approved and/or ratified by our Nominating and Corporate Governance Committee. As set forth in our Code, our Nominating and Corporate Governance Committee has the responsibility to ensure that it only approves or ratifies related party transactions that are in compliance with applicable law, consistent with the Company’s corporate governance policies (including those relative to conflicts of interest and usurpation of corporate opportunities) and on terms that are deemed to be fair to the Company. The Committee has the authority to hire legal, accounting, financial or other advisors as it may deem necessary or desirable and/or to delegate responsibilities to executive officers of the Company in connection with discharging its duties. A copy of the Code is available on our website at www.rpc.net under the Governance section. All related party transactions for the fiscal year ended December 31, 2012 were reviewed, approved and/or ratified by the Nominating and Corporate Governance Committee in accordance with the Code.

raw/proxies/0000742278/0001188112-14-000700/proxy_rpt.txt

@@ -0,0 +1,7 @@
+CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 
+Effective with the spin-off in 2001, the Company began providing certain administrative services to Marine Products. The service agreements between Marine Products and the Company provide for the provision of services on a cost reimbursement basis and may be terminated upon six months notice. The services covered by these agreements include administration of certain employee benefit programs and other administrative services. Charges from the Company (or from corporations which are subsidiaries of the Company) for such services aggregated approximately $670,000 in 2013. 
+During 2013, a subsidiary of RPC conducted business with companies owned by LOR, Inc. Mr. R. Randall Rollins, Chairman, and Mr. Gary W. Rollins, Director, are officers, directors and controlling stockholders of LOR, Inc. In 2013, payments totaling approximately $1,039,000 were made to these LOR, Inc. companies primarily for the purchase of parts and repair services related to certain of RPC’s oilfield operating equipment. RPC believes the charges incurred are at least as favorable as the charges that would have been incurred for similar purchases from unaffiliated third parties. 
+RPC receives certain administrative services including an allocation for office space from Rollins. The service agreements between Rollins and the Company provide for the provision of services on a cost reimbursement basis and are terminable on six months notice. The services covered by these agreements include office space, administration of certain employee benefit programs, and other administrative services. Charges to the Company (or to corporations which are subsidiaries of the Company) for such services and rent aggregated approximately $83,000 in 2013. 
+A group that includes the Company’s Chairman of the Board, R. Randall Rollins, his brother Gary W. Rollins who is also a director, and certain companies under their control, possesses in excess of fifty percent of the Company’s voting power. Please refer to the discussion above under the heading, “Corporate Governance and Board of Directors Committees and Meetings, Director Independence and NYSE Requirements, Controlled Company Exemption.” The group discussed above also controls in excess of fifty percent of Marine Products’ voting power. 
+Our Code of Business Conduct and Ethics for Directors and Executive Officers and Related Party Transactions Policy provides that related party transactions, as defined in Regulation S-K, Item 404(a) must be reviewed, approved and/or ratified by our Nominating and Corporate Governance Committee. As set forth in our Code, our Nominating and Corporate Governance Committee has the responsibility to ensure that it only approves or ratifies related party transactions that are in compliance with applicable law, consistent with the Company’s corporate governance policies (including those relative to conflicts of interest and usurpation of corporate opportunities) and on terms that are deemed to be fair to the Company. The Committee has the authority to hire legal, accounting, financial or other advisors as it may deem necessary or desirable and/or to delegate responsibilities to executive officers of the Company in connection with discharging its duties. A copy of the Code is available on our website at www.rpc.net under the Governance section. All related party transactions for the fiscal year ended December 31, 2013 were reviewed, approved and/or ratified by the Nominating and Corporate Governance Committee in accordance with the Code. 
+34

raw/proxies/0000893538/0000893538-02-000014/proxy.txt

@@ -0,0 +1,1424 @@
+DEF 14A
+1
+def_proxy.htm
+2002 DEFINITIVE PROXY STATEMENT
+Form 14A Definitive Proxy 
+1776 LINCOLN STREET, SUITE 1100
+DENVER, COLORADO 80203 - 1080
+303/861 - 8140
+FAX 303/861 - 0934
+April 1, 2001
+Securities and Exchange Commission
+450 Fifth Street, N.W.
+Washington, D.C. 20549
+RE: St. Mary Land & Exploration Company
+File No. 0-20872
+Ladies and Gentlemen:
+Transmitted herewith is St. Mary Land & Exploration Company's Proxy
+Statement submitted on Schedule 14A. The Company intends to send the Proxy
+Statement to its Shareholders' on or about April 15, 2002.
+Very truly yours,
+/s/ RICHARD C. NORRIS
+Richard C. Norris
+Vice President - Finance,
+Secretary and Treasurer
+SCHEDULE 14A INFORMATION
+Proxy Statement Pursuant to Section 14(a) of the Securities and
+Exchange Act of 1934
+Filed by the Registrant [ X ]
+Filed by a Party other than the Registrant [ ]
+Check the appropriate box:
+[ ] Preliminary Proxy Statement
+[ ] Confidential, for Use of the Commission Only (as permitted
+by Rule 14a-6(e)(2))
+[ X ] Definitive Proxy Statement
+[ ] Definitive Additional Materials
+[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
+Section 240.14a-12
+ST. MARY LAND & EXPLORATION 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):
+[ X ] No fee required.
+[ ] 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:
+-------------------------------------------------------
+[ ] Fee paid previously with preliminary materials.
+[ ] 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 Number:
+-------------------------------------------------------
+3) Filing party:
+-------------------------------------------------------
+4) Date filed:
+-------------------------------------------------------
+1776 LINCOLN STREET, SUITE 1100
+DENVER, COLORADO 80203 - 1080
+303/861 - 8140
+FAX 303/861 - 0934
+April 12, 2002
+Dear Stockholder:
+You are cordially invited to attend the 2002 annual meeting of
+stockholders, which will be held in the Tabor-Stratton Room of the Brown Palace
+Hotel, 321 Seventeenth Street, Denver, Colorado on Wednesday, May 22, 2002 at
+3:00 p.m. local time.
+At the meeting you and the other stockholders will vote on the election
+of nine directors and approval of an amendment to the certificate of
+incorporation to authorize the issuance of up to a total of 5,000,000 shares of
+preferred stock. You will also have the opportunity to hear reports on St.
+Mary's operations and to ask questions of general interest. You can find other
+detailed information about the meeting in the accompanying proxy statement, and
+can find detailed information about St. Mary in the enclosed annual report.
+Please complete and sign the enclosed proxy card and return it promptly
+in the accompanying envelope, or use the telephone or Internet voting systems
+described on the proxy card. This will ensure that your shares are represented
+at the meeting even if you cannot attend.
+Thank you for your cooperation in returning your proxy card or voting
+by telephone or the Internet as promptly as possible. We hope to see many of you
+at our meeting in Denver.
+Very truly yours,
+/s/ THOMAS E. CONGDON
+Thomas E. Congdon
+Chairman
+St. Mary Land & Exploration Company
+1776 Lincoln Street, Suite 1100
+Denver, Colorado 80203
+-----------------------------------------------------------------
+Notice of Annual Meeting of Stockholders
+-----------------------------------------------------------------
+May 22, 2002
+To All Stockholders:
+The 2002 annual meeting of the stockholders of St. Mary Land &
+Exploration Company will be held in the Tabor-Stratton Room of the Brown Palace
+Hotel, 321 Seventeenth Street, Denver, Colorado on Wednesday, May 22, 2002 at
+3:00 p.m. local time. The purposes of the meeting are:
+1. To elect nine directors to serve during the next year,
+2. To vote on an amendment to the certificate of incorporation to
+authorize the issuance of up to a total of 5,000,000 shares of
+preferred stock with such powers, preferences, rights and
+limitations as the board of directors may designate from time to
+time, and
+3. To transact any other business which may properly come before the
+meeting.
+Only stockholders of record at the close of business on April 5, 2002 may
+vote at this meeting.
+Please sign, date and return the accompanying proxy card in the enclosed
+envelope as soon as possible, or use the telephone or Internet voting systems
+described on the proxy card. Any stockholder may revoke their proxy at any time
+before the vote is taken at the meeting.
+By Order of the Board of Directors
+St. Mary Land & Exploration Company
+/s/ RICHARD C. NORRIS
+Richard C. Norris
+Secretary
+Denver, Colorado
+April 12, 2002
+Proxy Statement Table of Contents
+Page
+----
+General.................................................................... 1
+Purpose of the Annual Meeting.............................................. 1
+Who Can Vote............................................................... 1
+How to Vote................................................................ 1
+Revoking a Proxy........................................................... 2
+Quorum and Voting Requirements............................................. 2
+Payment of Proxy Solicitation Costs........................................ 2
+Election of Directors...................................................... 3
+Nominees for Election as Directors......................................... 4
+Board and Committee Meetings............................................... 5
+Director Compensation...................................................... 6
+Stock Ownership of Management.............................................. 7
+Audit Committee Report..................................................... 8
+Executive Compensation..................................................... 9
+Summary Compensation Table................................................. 9
+2001 Option Grants......................................................... 10
+Aggregated Option/SAR Exercises in 2001.................................... 10
+Report of the Compensation Committee on Executive Compensation............. 11
+Retirement Plans........................................................... 13
+Performance Graph.......................................................... 14
+Employment Agreements and Termination of Employment and Change-in-Control
+Arrangements............................................................ 15
+Certain Relationships and Related Transactions............................. 15
+Other Matters to be Voted On............................................... 16
+Section 16(a) Beneficial Ownership Reporting Compliance.................... 18
+Independent Accountants.................................................... 18
+Future Stockholder Proposals............................................... 18
+Other Matters.............................................................. 19
+Annex A: Certificate of Amendment to the Restated Certificate of
+Incorporation.......................................................... 20
+Annex B: St. Mary Charter of the Audit Committee........................... 23
+St. Mary Land & Exploration Company
+1776 Lincoln Street, Suite 1100
+Denver, Colorado 80203
+(303) 861-8140
+Proxy Statement
+------------------------
+General
+This proxy statement contains information about the 2002 annual meeting of
+stockholders of St. Mary Land & Exploration Company to be held in the
+Tabor-Stratton Room of the Brown Palace Hotel, 321 Seventeenth Street, Denver,
+Colorado on Wednesday, May 22, 2002 at 3:00 p.m. local time. The St. Mary board
+of directors is using this proxy statement to solicit proxies for use at the
+annual meeting. In this proxy statement "St. Mary" and "the Company" both refer
+to St. Mary Land & Exploration Company. This proxy statement and the
+enclosed proxy card are being mailed to you on or about April 15, 2002.
+Purpose of the Annual Meeting
+At the Company's annual meeting, stockholders will vote on:
+o the election of directors as outlined in the accompanying notice of
+meeting,
+o to approve an amendment to the certificate of incorporation to
+authorize the issuance of up to a total of 5,000,000 shares of
+preferred stock with such powers, preferences, rights and limitations
+as the board of directors may designate from time to time, and
+o on any other business that properly comes before the meeting.
+As of the date of this proxy statement, the Company is not aware of any
+business to come before the meeting other than the items noted above.
+Who Can Vote
+Only stockholders of record at the close of business on the record date of
+April 5, 2002 are entitled to receive notice of the annual meeting and to vote
+the shares of St. Mary common stock they held on that date. As of April 5, 2002,
+there were 27,808,151 shares of St. Mary common stock issued and outstanding.
+Holders of St. Mary common stock are entitled to one vote per share and are not
+allowed to cumulate votes in the election of directors. The enclosed proxy card
+shows the number of shares that you are entitled to vote.
+How to Vote
+If your shares of St. Mary common stock are held by a broker, bank or other
+nominee (in "street name"), you will receive information from them on how to
+instruct them to vote your shares.
+1
+If you hold shares of St. Mary common stock in your own name (as a
+"stockholder of record"), you may give instructions on how your shares are to be
+voted by marking, signing, dating and returning the enclosed proxy card in the
+accompanying postage-paid envelope, or following the telephone or Internet
+voting procedures described on the proxy card. The telephone and Intenet voting
+procedures are designed to ensure that proxies are handled properly under
+Delaware law by authenticating votes cast by use of a personal identification
+number and allowing stockholders to confirm that their instructions have been
+properly recorded. If you vote by telephone or the Internet, you do not have to
+mail in your proxy card.
+A proxy, when properly completed and not revoked, will be voted in
+accordance with its instructions. If no instructions are given on a properly
+executed and unrevoked proxy card, the proxy will be voted FOR management's
+slate of directors and the amendment to the certificate of incorporation to
+authorize the issuance of preferred stock.
+Revoking a Proxy
+You may revoke a proxy before the vote is taken at the meeting by:
+o submitting a new proxy with a later date either signed and returned
+by mail or transmitted using the telephone or Internet voting
+procedures before the meeting,
+o by voting in person at the meeting, or
+o by filing a written revocation with St. Mary's corporate secretary.
+Your attendance at the annual meeting will not automatically revoke your
+proxy.
+Quorum and Voting Requirements
+A quorum of stockholders is necessary to hold a valid meeting. A quorum
+will exist if stockholders of one-third of the outstanding shares of common
+stock are present at the meeting in person or by proxy. Abstentions and broker
+"non-votes" count as present for establishing a quorum. A broker non-vote occurs
+on a matter when a broker is not permitted to vote on that matter without
+instruction from the beneficial owner of the shares and no instruction is given.
+Shares held by St. Mary in its treasury are not entitled to vote and do not
+count toward a quorum. If a quorum is not present, the meeting may be adjourned
+until a quorum is obtained.
+The affirmative vote of a majority of shares entitled to vote at the
+meeting will be required to amend the certificate of incorporation to authorize
+the issuance of up to a total of 5,000,000 shares of preferred stock with such
+powers, preferences, rights and limitations as the board of directors may
+designate from time to time. If a quorum is present, the affirmative vote of a
+majority of shares represented in person or by proxy will be required to elect
+the directors and to decide any other matter which may properly be submitted to
+a vote at the meeting. Accordingly, any shares present but not voted, including
+abstentions and broker non-votes, will have the same effect as shares voted
+against approval.
+Payment of Proxy Solicitation Costs
+St. Mary will pay all costs of soliciting proxies. The solicitation will be
+made by mail. In addition to mailing proxy solicitation material, St. Mary
+officers, directors and employees may also solicit proxies in person, by
+telephone, or by other electronic means of communication. St. Mary will ask
+banks, brokers, other institutions, nominees, and fiduciaries to forward the
+proxy material to their principals and to obtain authority to execute proxies.
+St. Mary will reimburse them for expenses.
+2
+ELECTION OF DIRECTORS
+All directors of the Company are elected annually. At this meeting, nine
+directors are to be elected to serve for one year or until their successors are
+elected and qualified. The Company's nominees for these directorships are
+identified below, all but one of whom are currently serving in that capacity.
+The board of directors as a whole acts as the nominating committee,
+selecting the director nominees. The board performed its nominating committee
+functions during the course of regular meetings of the full board of directors
+in early 2002. They will consider suggestions by stockholders of possible future
+nominees. Such suggestions should be delivered on or before November 1 in any
+year before the next annual meeting. In addition, St. Mary's by-laws permit
+stockholders to nominate directors for election at an annual meeting, provided
+that advance written notice of the nomination containing the information
+required under the by-laws is received by the Secretary of St. Mary not less
+than 75 days nor more than 105 days before the first anniversary date of the
+immediately preceding annual meeting. Accordingly, proper notice of a
+stockholder nomination for election as director at the 2003 annual meeting must
+be received by St. Mary between February 6, 2003 and March 8, 2003.
+The proxies will be voted in favor of the nominees unless a contrary
+specification is made in the proxy voting instructions by the stockholder. All
+nominees have consented to serve as directors of the Company if elected.
+However, if any nominee is unable to serve or for good cause will not serve as a
+director, the persons named in the proxy intend to vote in their discretion for
+a substitute who will be designated by the board of directors.
+The board of directors recommends voting "For" electing the nominees.
+3
+NOMINEES FOR ELECTION AS DIRECTORS
+Biographical information, including principal occupation and business
+experience during the last five years, of each nominee for director is set forth
+below. Unless otherwise stated the principal occupation of each nominee has been
+the same for the past five years.
+Director
+Age Since
+-------------------------------------------------------------------------------- ------------- ------------
+Thomas E. Congdon has served the Company as an officer and director 75 1966
+since 1966, including service as its President and Chief Executive Officer
+for more than 25 years. Mr. Congdon is also a director, officer or
+general partner of a number of family corporations and partnerships which
+produce iron ore and agricultural products, manage marketable securities and
+own and operate developed real estate.
+-------------------------------------------------------------------------------- ------------- ------------
+Mark A. Hellerstein joined the Company in September 1991 and served as 49 1992
+Executive Vice President and Chief Financial Officer until May 1992, at
+which time he was elected President and a director of the Company. Mr.
+Hellerstein was elected Chief Executive Officer of the Company in May 1995.
+He also served as Chairman of the Board of Summo Minerals, a publicly traded
+copper mining company, from 1995 to 1998.
+-------------------------------------------------------------------------------- ------------- ------------
+Ronald D. Boone has served the Company as Executive Vice President since 54 1996
+1990, as Chief Operating Officer since 1992 and as a director of the Company
+since 1996.
+-------------------------------------------------------------------------------- ------------- ------------
+Barbara M. Baumann is currently Executive Vice President of Associated Energy 46 -
+Managers LLC, an investment manager and general partner of a private equity
+energy fund. She has held that position since 2001. Ms. Baumann was employed
+for the prior eighteen years by BP Amoco, most recently as the Commercial
+Operations Manager of the Western Business Unit.
+-------------------------------------------------------------------------------- ------------- ------------
+Larry W. Bickle is currently Managing Director of Haddington Ventures, L.L.C., 56 1995
+a private company that invests in midstream energy companies and assets. He
+has held that position since June 1997. He is also a Director of Unisource,
+Inc., the holding company for Tucson Electric. He was the founder and was
+Chairman and Chief Executive Officer of TPC Corporation, a NYSE gas storage,
+transportation and marketing company from 1984 to May 1997.
+-------------------------------------------------------------------------------- ------------- ------------
+William J. Gardiner was appointed to serve on the board of directors in 48 1999
+December 1999, following St. Mary's acquisition of King Ranch Energy. Mr.
+Gardiner is currently Vice President - Chief Financial Officer of King Ranch,
+Inc. Before his employment with King Ranch in 1996, Mr. Gardiner served
+as Executive Vice President and Chief Financial Officer of CRSS, Inc., a
+publicly traded independent power producer. He was employed by CRSS for
+approximately 20 years.
+-------------------------------------------------------------------------------- ------------- ------------
+Robert L. Nance has since 1969 served as President and Chief Executive 65 1999
+Officer of Nance Petroleum Corporation, a wholly owned subsidiary of St. Mary
+since June 1999. He was appointed to the board in November 1999. Mr. Nance
+also serves on the boards of MDU Resources Group, Inc. and First Interstate
+BancSystem, Inc.
+-------------------------------------------------------------------------------- ------------- ------------
+4
+-------------------------------------------------------------------------------- ------------- ------------
+Arend J. Sandbulte has served as a director of the Company since 1989. From 68 1989
+1964 to 1996, he was employed by ALLETE, Inc. (formerly Minnesota Power),
+a publicly-held diversified services company (including electric utility
+services), most recently as its Chairman of the Board, President and Chief
+Executive Officer, and continues as a director of this company, a position
+to which he was first elected in 1983.
+-------------------------------------------------------------------------------- ------------- ------------
+John M. Seidl currently serves as an Executive of the Gordon and Betty 63 1994
+Moore Foundation headquartered in San Francisco, CA and Chairman of Language
+Line Services Inc. of Monterey, California, a company involved in real-time
+telephone language translation and interpration headquartered in San
+Francisco. Mr. Seidl has been a director of IOMEGA Corporation, a NYSE
+company, since 1999. Mr. Seidl was also Chairman of CellNet Data Systems
+from 1994 through May 1999. In August 2000 CellNet Data Systems filed a
+voluntary petition under Chapter 11 of the U.S. Bankruptcy Code as part
+of an acquisition of its assets.
+-------------------------------------------------------------------------------- ------------- ------------
+BOARD AND COMMITTEE MEETINGS
+The full board of directors met six times during 2001. No director attended
+less than 75% of the board and committee meetings held during the director's
+tenure on the board and its committees.
+The board has an audit, business plan, compensation and executive
+committee. The following table sets forth the members of each committee and the
+number of meetings held in 2001:
+------------------------ ---------------- ---------------- ---------------- ----------------
+Name Audit Business Plan Compensation Executive
+------------------------ ---------------- ---------------- ---------------- ----------------
+Larry W. Bickle X X
+------------------------ ---------------- ---------------- ---------------- ----------------
+Ronald D. Boone
+------------------------ ---------------- ---------------- ---------------- ----------------
+Thomas E. Congdon X X
+------------------------ ---------------- ---------------- ---------------- ----------------
+David C. Dudley** X X
+------------------------ ---------------- ---------------- ---------------- ----------------
+William J. Gardiner X
+------------------------ ---------------- ---------------- ---------------- ----------------
+Mark A. Hellerstein X X
+------------------------ ---------------- ---------------- ---------------- ----------------
+Jack Hunt** X X
+------------------------ ---------------- ---------------- ---------------- ----------------
+Robert L. Nance
+------------------------ ---------------- ---------------- ---------------- ----------------
+Arend J. Sandbulte X X* X* X
+------------------------ ---------------- ---------------- ---------------- ----------------
+John M. Seidl X*
+------------------------ ---------------- ---------------- ---------------- ----------------
+No. of Meetings in 2001 6 0 2 3
+------------------------ ----------------- --------------- ---------------- ----------------
+* Chairperson
+** Mr. Dudley and Mr. Hunt have decided to not stand for re-election to the
+board of directors.
+The audit committee assists the board in fulfilling its responsibilities
+for financial reporting by the Company. The audit committee recommends the
+engagement and discharge of independent auditors, reviews the quarterly
+financial results and directs and supervises special investigations when
+necessary. The committee reviews with independent auditors the audit plan and
+the results of the audit, reviews the independence of the independent auditors,
+considers the range of audit fees, and reviews the scope and adequacy of St.
+5
+Mary's system of internal accounting controls. See the "Audit Committee Report"
+contained in this proxy statement.
+The business plan committee reviews and reports to the board on St. Mary's
+long range financial planning, capital structure, capital expenditures and risk
+management.
+The compensation committee's primary function is to oversee the
+administration of the Company's employee benefit plans and to establish the
+Company's compensation policies. The compensation committee recommends to the
+board the compensation arrangements for senior management and directors,
+adoption of compensation plans in which officers and directors are eligible to
+participate, and the granting of stock options or other benefits under
+compensation plans. See the "Report of Compensation Committee on Executive
+Compensation" contained in this proxy statement.
+The executive committee is vested with the authority to exercise the full
+power of the board of directors, within established policies, in the intervals
+between meetings of the board of directors. In addition to the general authority
+vested in it, the executive committee may be vested with specific power and
+authority by resolution of the board of directors.
+Other than the following arrangements for Jack Hunt, a current director who
+has decided to not stand for re-election to the board of directors, and William
+J. Gardiner, there are no arrangements or understandings between any director
+and any other person pursuant to which that director was or is to be elected.
+Under the merger agreement for the acquisition by St. Mary of King Ranch Energy,
+Inc. which was completed in December 1999, St. Mary agreed to:
+o appoint Mr. Hunt and Mr. Gardiner to the board of directors, and
+o until March 31, 2001 use reasonable efforts at the time of each
+annual meeting of stockholders to cause Mr. Hunt and Mr. Gardiner to
+be elected to the board of directors. With the expiration of this
+agreement, Mr. Hunt has decided not to stand for re-election.
+DIRECTOR COMPENSATION
+Employee directors do not receive additional compensation for serving on
+the board of directors or any committee. Each non-employee director receives
+1,200 shares of St. Mary common stock per year for serving as a director and is
+paid $750 for each meeting attended. Non-employee directors serving on a
+committee are paid $600 for each committee meeting attended and $375 for
+telephonic meetings. Directors are reimbursed for expenses incurred in attending
+board and committee meetings.
+Members of the board of directors also participate in the Company's Stock
+Option Plan. Non-employee directors currently receive a total number of options
+each year equal to the average number of options granted to the two most senior
+employees of the Company divided by six. These options have an exercise price
+equal to the fair market value of St. Mary common stock on the date of grant and
+vest over a three-year period in the same manner as for employee participants,
+except that the options of a director who retires after five years of service
+shall become fully vested upon retirement. For 2001, each non-employee director
+was granted under this arrangement an option to purchase 6,542 shares of St.
+Mary common stock at an exercise price of $21.19 per share.
+6
+SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
+The following table shows beneficial ownership of shares of St. Mary common
+stock as of April 5, 2002 by all beneficial owners as known to the Company, of
+more than 5% of the outstanding shares of St. Mary common stock and by each
+director and director nominee, each of the executive officers named in the
+Summary Compensation Table, and all directors, director nominees and executive
+officers as a group.
+--------------------------------------------- --------------- --------------- --------------- ---------------
+Shares
+beneficially Options
+owned exercisable Total shares Percent
+excluding within beneficially beneficially
+Name and Address of Beneficial Owner options 60 days owned(1) owned
+--------------------------------------------- --------------- --------------- --------------- ---------------
+Stockholders Owning More Than 5%
+-------------------------------------------------------------------------------------------------------------
+Artesian Partners Limited Partnership 1,565,521 - 1,565,521 5.6%
+1000 North Water Street #1770
+Milwaukee, WI 53202
+--------------------------------------------- --------------- --------------- --------------- ---------------
+Name and Position of Beneficial Owner
+Directors and Executive Officers
+-------------------------------------------------------------------------------------------------------------
+Barbara M. Baumann, Director Nominee - - - -
+--------------------------------------------- --------------- --------------- --------------- ---------------
+Larry W. Bickle, Director 25,200 18,914 44,114 < .1%
+--------------------------------------------- --------------- --------------- --------------- ---------------
+David C. Dudley, Director (2) 177,842 23,238 201,080 .7%
+--------------------------------------------- --------------- --------------- --------------- ---------------
+William J. Gardiner, Director 3,600 6,518 10,118 < .1%
+--------------------------------------------- --------------- --------------- --------------- ---------------
+Jack Hunt, Director 3,600 6,518 10,118 < .1%
+--------------------------------------------- --------------- --------------- --------------- ---------------
+Arend J. Sandbulte, Director (3) 21,166 18,914 40,080 .1%
+--------------------------------------------- --------------- --------------- --------------- ---------------
+John M. Seidl, Director 5,600 21,126 26,726 .1%
+--------------------------------------------- --------------- --------------- --------------- ---------------
+Robert L. Nance, Director (4) 341,069 28,318 369,387 1.3%
+--------------------------------------------- --------------- --------------- --------------- ---------------
+Thomas E. Congdon, Chairman and Director (5) 171,815 50,733 222,548 .8%
+--------------------------------------------- --------------- --------------- --------------- ---------------
+Mark A. Hellerstein, President, Chief 33,710 68,959 102,669 .4%
+Executive Officer and Director
+--------------------------------------------- --------------- --------------- --------------- ---------------
+Ronald D. Boone, Executive Vice President, 10,565 75,578 86,143 .3%
+Chief Operating Officer and Director
+--------------------------------------------- --------------- --------------- --------------- ---------------
+Richard C. Norris, Vice President - Finance, 18,717 42,857 61,574 .2%
+Secretary and Treasurer
+--------------------------------------------- --------------- --------------- --------------- ---------------
+Milam Randolph Pharo, Vice President - Land 1,696 33,509 35,205 .1%
+and Legal
+--------------------------------------------- --------------- --------------- --------------- ---------------
+Douglas W. York, Vice President - 4,573 24,570 29,143 .1%
+Acquisitions and Engineering
+--------------------------------------------- --------------- --------------- --------------- ---------------
+All executive officers and directors as a 882,438 448,126 1,330,564 4.8%
+group (15 persons including those named
+above)
+--------------------------------------------- --------------- --------------- --------------- ---------------
+7
+(1) According to SEC rules, beneficial ownership includes shares as to which
+the individual or entity has voting power or investment power and any
+shares which the individual has the right to acquire within 60 days of
+April 5, 2002 through the exercise of any stock option or other right.
+(2) Includes 134,232 shares which represents 10.4% of the total number of
+shares of common stock owned by Greenhouse Associates LLC, in which Mr.
+Dudley and his minor children are members, and 6,000 shares held by his
+spouse.
+(3) Includes 800 shares held of record by the spouse of Arend J. Sandbulte as
+to which he may be deemed to be the beneficial owner.
+(4) Includes 2,000 shares held of record by Ronan, Inc., a corporation
+controlled by Robert L. Nance, and 69,100 shares held of record by the
+spouse of Mr. Nance.
+(5) Includes 24,410 shares held of record by the spouse of Thomas E. Congdon
+as to which he may be deemed to be the beneficial owner. Thomas E.
+Congdon and members of his extended family own approximately 18 percent
+of the outstanding common stock of the Company. While no formal or
+informal arrangements exist, these extended family members may be
+inclined to act in concert with Mr. Congdon on matters related to control
+of the Company or the approval of a significant transaction.
+AUDIT COMMITTEE REPORT
+The audit committee of the board is responsible for providing
+independent, objective oversight of the Company's accounting functions and
+internal controls. The audit committee is composed of three directors, each of
+whom is independent as defined by the Nasdaq listing standards. The audit
+committee operates under a written charter approved by the board of directors. A
+copy of the charter is attached to this Proxy Statement as Annex B.
+Management is responsible for the Company's internal controls and
+financial reporting process. The independent accountants are responsible for
+performing an independent audit of the Company's consolidated financial
+statements in accordance with generally accepted auditing standards and issuing
+a report thereon. The audit committee's responsibility is to monitor and oversee
+these processes.
+In connection with these responsibilities, the audit committee met with
+management and the independent accountants to review and discuss the December
+31, 2001 financial statements. The audit committee, also discussed with the
+independent accountants the matters required by Statement on Auditing Standards
+No. 61, Communication with audit committees.
+The audit committee also received written disclosures from the
+independent accountants required by Independence Standards Board Standard No. 1,
+Independence Discussions with Audit Committees, and the audit committee
+discussed with the independent accountants that firm's independence. The Company
+paid the following fees to the independent accountants for the audit of the
+consolidated financial statements and for other services provided in the year
+ended December 31, 2001.
+Audit Related Fees..........................$ 90,000
+Financial Information Systems Design and
+Implementation Fees....................... -
+All Other Fees.............................. 19,095
+-------
+Total Fees..................................$109,095
+Fees for services other than the annual audit were primarily related to
+the audit and review of St. Mary's benefit plans. The audit committee has
+concluded that the provision of these non-audit services is compatible with
+maintaining the accountants' independence.
+Based upon the audit committee's discussions with management and the
+independent accountants, and the audit committee's review of the representations
+of management and the independent accountants, the audit committee recommended
+that the board of directors include the audited consolidated financial
+8
+statements in the Company's Annual Report on Form 10-K for the year ended
+December 31, 2001 filed with the SEC.
+THE AUDIT COMMITTEE
+John M. Seidl, Chairman
+Larry W. Bickle
+Arend J. Sandbulte
+April 5, 2002
+EXECUTIVE COMPENSATION
+In addition to salaries, the Company has granted stock options to
+executive management and selected other personnel. These individuals also
+participate with other members of management in a net profits interest bonus
+plan and with selected other employees in the prior stock appreciation rights
+("SARs") plan. All employees are eligible to participate in the Company's cash
+bonus plan. See the "Report of the Compensation Committee on Executive
+Compensation" beginning on page 11 of this proxy statement.
+The following table sets forth the annual and long term compensation
+received during each of the Company's last three years by the Chief Executive
+Officer of the Company and by the four other highest compensated executive
+officers of the Company during 2001.
+SUMMARY COMPENSATION TABLE
+------------------------------------------------------------------------------------------------------------
+Long-Term
+Annual Compensation Compensation
+Awards
+----------------------------------- --------------
+Other annual All other
+Name and Compensation Options/ compensation
+principal position Year Salary($) Bonus ($) (1) SARs (#) ($) (2)
+-------------------------------- --------- ----------- ----------- ----------- -------------- --------------
+Mark A. Hellerstein 2001 $291,667 $ - $798,586 21,766 $13,939
+President and Chief 2000 277,333 80,427 133,741 24,791 20,613
+Executive Officer 1999 263,667 131,835 181,752 26,874 19,444
+-------------------------------- --------- ----------- ----------- ----------- -------------- --------------
+Ronald D. Boone 2001 233,667 - 670,028 17,486 10,550
+Executive Vice President 2000 222,000 64,380 120,446 19,833 15,424
+and Chief Operating Officer 1999 211,000 105,500 154,606 21,520 14,506
+-------------------------------- --------- ----------- ----------- ----------- -------------- --------------
+Richard C. Norris 2001 135,500 - 252,799 5,146 8,718
+Vice President - Finance, 2000 129,833 28,600 48,627 11,412 8,290
+Secretary and Treasurer 1999 122,208 51,300 52,143 12,694 7,682
+-------------------------------- --------- ----------- ----------- ----------- -------------- --------------
+Milam Randolph Pharo 2001 139,993 5,000 174,219 5,350 7,375
+Vice President - Land and 2000 133,167 35,000 9,690 11,754 7,371
+Legal 1999 127,000 47,625 31,250 12,990 7,017
+-------------------------------- --------- ----------- ----------- ----------- -------------- --------------
+Douglas W. York 2001 145,000 - 151,706 11,436 7,469
+Vice President -Acquisitions 2000 134,667 52,000 6,598 11,968 7,380
+and Engineering 1999 120,083 60,042 66,000 13,090 7,555
+-------------------------------- --------- ----------- ----------- ----------- -------------- --------------
+------------
+(1) Amounts consist of payments under the Net Profits Interest Bonus Plan.
+Amounts paid for 2001 were higher due to payouts from six new net profit
+pools granted in prior years, including the pool reflecting the significant
+acquisitions in 1999. See "Report of the Compensation Committee on
+Executive Compensation" for a description of this plan.
+9
+(2) Amounts consist of the Company's contribution to the 401(k) Savings Plan,
+holiday bonus and other miscellaneous cash payments.
+Stock options granted to the Company's five highest compensated executive
+officers during 2001 are set forth in the following two tables.
+2001 OPTION GRANTS
+---------------------------------------------------------------------------------------------------------------------
+Individual Grants
+---------------------------------------------------------------------------------------
+Potential realizable value
+Percent of at assumed annual rates of
+total stock price appreciation
+options granted for option term
+Number of to employees Exercise price Expiration -----------------------------
+NAME Options Granted in 2001 per share date 5% 10%
+--------------------- ----------------- ----------------- ---------------- ------------ -------------- --------------
+Mark A. Hellerstein 10,883 (1) 3.0% $15.93 09/30/11 $109,029 $ 276,301
+10,883 (2) 3.0% $21.19 12/31/11 145,030 367,534
+--------------------- ----------------- ----------------- ---------------- ------------ -------------- --------------
+Ronald D. Boone 8,743 (1) 2.4% $15.93 09/30/11 87,590 221,970
+8,743 (2) 2.4% $21.19 12/31/11 116,512 295,263
+--------------------- ----------------- ----------------- ---------------- ------------ -------------- --------------
+Richard C. Norris 2,573 (1) .70% $15.93 09/30/11 25,777 65,324
+2,573 (2) .70% $21.19 12/31/11 34,289 86,894
+--------------------- ----------------- ----------------- ---------------- ------------ -------------- --------------
+Milam Randolph Pharo 2,675 (1) .70% $15.93 09/30/11 26,799 67,914
+2,675 (2) .70% $21.19 12/31/11 35,648 90,339
+--------------------- ----------------- ----------------- ---------------- ------------ -------------- --------------
+Douglas W. York 5,718 (1) 1.6% $15.93 09/30/11 57,285 145,170
+5,718 (2) 1.6% $21.19 12/31/11 76,200 193,105
+--------------------- ----------------- ----------------- ---------------- ------------ -------------- --------------
+------------
+(1) Stock options granted effective September 30, 2001 pursuant to the
+Company's Stock Option Plan as described on page 11 of this proxy
+statement.
+(2) Stock options granted effective December 31, 2001 pursuant to the
+Company's Stock Option Plan as described on page 11 of this proxy
+statement.
+AGGREGATED OPTION/SAR EXERCISES IN 2001 AND
+DECEMBER 31, 2001 OPTION/SAR VALUE
+------------------------------------------------------------------------------------------------------------------
+Number of Value of unexercised
+unexercised options/SARs in-the-money
+held at options/SARs at
+Shares December 31, 2001 December 31, 2001 (2)
+acquired Value ------------------------------- -------------------------------
+Name on exercise realized (1) Exercisable Unexercisable Exercisable Unexercisable
+--------------------- --------------- ------------ --------------- --------------- --------------- ---------------
+Mark A. Hellerstein 45,079 $479,199 66,239 48,939 $ 497,256 $ 151,973
+--------------------- --------------- ------------ --------------- --------------- -------------------------------
+Ronald D. Boone - 45,290 73,393 28,413 621,539 81,920
+--------------------- --------------- ------------ --------------- --------------- -------------------------------
+Richard C. Norris - 27,043 42,214 12,740 319,014 38,131
+--------------------- --------------- ------------ --------------- --------------- -------------------------------
+Milam Randolph Pharo - 25,312 32,841 13,139 266,809 39,188
+--------------------- --------------- ------------ --------------- --------------- -------------------------------
+Douglas W. York - - 23,141 17,835 146,095 51,412
+--------------------- --------------- ------------ --------------- --------------- -------------------------------
+--------------
+(1) Amounts include final payments in satisfaction of the remaining rights
+under the discontinued SAR plan, pursuant to the terms of such plan.
+(2) On December 31, 2001, the last reported sales price of St. Mary common
+stock as quoted on the Nasdaq National Market System was $21.19.
+10
+REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
+The compensation committee of the board of directors administers St. Mary's
+executive compensation programs. After consideration of the compensation
+committee's recommendations, the full board of directors reviews and approves
+the salaries of all elected officers, including those of the executive officers
+named in the Summary Compensation Table on page 9. The compensation committee is
+responsible for all other elements of executive compensation, including cash
+bonuses, stock options, and the Net Profits Interest Bonus Plan. The
+compensation committee is also responsible for approving the salaries of all
+officers, reviewing salary policies for all employees and approving the amount
+and distribution of payments made under the Cash Bonus Plan. In addition, the
+compensation committee reviews the performance of the Company's pension and
+401(k) plans with the trustees of the plans.
+The goals of the Company's integrated executive compensation programs
+include the following:
+o Attract and retain talented management personnel.
+o Encourage management to obtain superior returns for St. Mary's
+stockholders.
+o Promote preservation of the Company's capital base.
+Salaries
+In order to emphasize performance-based incentive compensation, base
+salaries are targeted to be slightly below the median salary for the industry.
+The compensation committee, with the assistance of external consultants,
+determines the salary ranges for various positions based on survey data from the
+Company's industry peer group. The compensation committee then reviews
+management's recommendations for executive salaries and the performance
+summaries on which they are based. The compensation committee makes final salary
+recommendations to the full board based on experience, sustained performance,
+and comparison to peers inside and outside the Company.
+Incentive Compensation
+St. Mary has established three incentive compensation plans, which have the
+potential to increase annual compensation if the economic performance of the
+Company and its employees so warrants. These plans have certain specific
+objectives.
+1. The Net Profits Interest Bonus Plan is designed to reward the personal
+contributions made by various management personnel to St. Mary's financial
+success. Plan participants share in the net profits after payout to St. Mary
+derived from all oil and gas activity for a calendar year in proportion to their
+relative weighted salaries during the year. Recognizing that the primary
+incentive for profitable acquisitions and operations needs to be provided to the
+most senior of the executive officers, the salaries of the president, the
+executive vice president and other vice presidents as deemed appropriate by the
+compensation committee are weighted at 100% and the salaries of all other
+participants are weighted at two-thirds of actual base salary or less.
+11
+2. The Stock Option Plan is intended to reward executive management of St.
+Mary for long-term increases in the value of St. Mary's stock. The Stock Option
+Plan focuses on appreciation of the market price of St. Mary's stock up to a
+ten-year period and is designed to encourage management's concern for long-term
+appreciation of the stockholders' interest. As presently implemented by the
+board, generally if the average stock appreciation during this period is 15% per
+year, then the persons granted stock options at the beginning of the period
+will, at the end of five years, have the opportunity to receive an amount equal
+to 100% of their base salary at the time the stock option was granted. In
+addition, an Incentive Stock Option Plan ("ISO Plan") has been established as a
+companion option plan with the Stock Option Plan. The ISO Plan is an alternative
+to the above-described Stock Option Plan for an equal number of shares for those
+employees designated by the board of directors to be granted stock options, with
+such employees electing at the time of grant whether the options to be granted
+will be either: a.) non-tax qualified options granted under the above-described
+Stock Option Plan, or b.) incentive stock options granted under the ISO Plan.
+3. St. Mary also has established a Cash Bonus Plan. Each year the board of
+directors evaluates the overall performance of the Company for the year and with
+the assistance of the compensation committee determines the total cash bonus
+available to be allocated to employees. The proportional participation of each
+designee is a function of his or her performance during the year.
+Compensation of the Chief Executive Officer
+The compensation of Mark A. Hellerstein, President and Chief Executive
+Officer, consisted of the same components and criteria as other executive
+officers, including base salary, cash bonus, net profits interest bonus and
+stock options. His base salary is reviewed annually by the committee and is
+targeted to be slightly below the median salary for comparable companies in the
+industry with a greater emphasis on incentive compensation tied to Company
+performance. Mr. Hellerstein's base salary in 2001 increased $5,000 or 2% over
+2000. His total cash and net profits interest bonuses increased by approximately
+$584,000 in 2001 compared with 2000 as a result of the payout of six new net
+profit pools granted in prior years. Mr. Hellerstein was not granted any bonus
+under the cash bonus plan for 2001 since St. Mary fell short on some of its
+corporate goals. Total reserves grew by 9% and St. Mary replaced 166% of its
+2001 production, both measures below targeted levels. In addition the net asset
+value per share declined in 2001. To further tie compensation to stock price
+appreciation, Mr. Hellerstein and several other key executives were granted
+stock options in 2001 using two times the formula as that used for all other
+employees.
+Conclusion
+St. Mary's executive compensation is linked to individual and corporate
+performance and stock price appreciation. Base salaries are set below the median
+for the industry so that incentivized compensation can have its intended effect.
+The compensation committee plans both to continue the policy of linking
+executive compensation to individual and corporate performance and returns to
+stockholders and to provide a cash bonus incentive to key employees which will
+provide performance motivation independent of the ups and downs of the oil and
+gas industry's business cycle.
+Arend J. Sandbulte, Chairman
+Larry W. Bickle
+William J. Gardiner
+April 5, 2002
+12
+RETIREMENT PLANS
+Pension Plan
+The Company's Pension Plan is a qualified, non-contributory defined benefit
+plan which is available to substantially all employees. This plan was amended in
+1994 to conform with the changes required by the Tax Reform Act of 1986 and to
+reduce the plan formula. The Company also has a supplemental pension plan for
+certain executive officers to provide for benefits in excess of Internal Revenue
+Code limits.
+The qualified plan provides a benefit after 25 years of service equal to
+35% of final average compensation, subject to Internal Revenue Code limits.
+Final average compensation is the average of the highest 3 consecutive years of
+the 10 years preceding termination of employment. For each named executive
+officer, the level of compensation used to determine benefits payable under the
+qualified pension plan is that officer's average of the base salaries (excluding
+bonus) shown in the Summary Compensation Table.
+The supplemental plan provides executives hired before 1995, after
+completing 15 years of service and reaching age 65, a benefit equal to 40% of
+final average compensation plus 37% of final average compensation integrated
+with the social security wage base without regard to compensation limitations
+provided under the qualified plan, less the benefit provided by the qualified
+plan. For executives hired after 1994, the supplemental benefit is calculated
+using the formula for the qualified plan without the limitation imposed by
+Section 415 of the Internal Revenue Code, less the benefit provided by the
+qualified plan.
+The following table shows the estimated maximum annual benefits payable
+upon retirement at age 65 as a straight life annuity to participants in the
+pension plans for the indicated levels of average annual compensation and years
+of service.
+------------------------ -------------------------- --------------------------
+Estimated annual pension Estimated annual pension
+benefits for executives benefits for executives
+Base Salary hired before 1995 with > hired after 1994 with >
+Remuneration 15 years of service 25 years of service
+------------------------ -------------------------- --------------------------
+$100,000 $ 63,680 $ 35,000
+------------------------ -------------------------- --------------------------
+150,000 102,180 52,500
+------------------------ -------------------------- --------------------------
+200,000 140,680 70,000
+------------------------ -------------------------- --------------------------
+250,000 179,180 87,500
+------------------------ ------------------------- --------------------------
+300,000 217,680 105,000
+------------------------ -------------------------- --------------------------
+350,000 256,180 122,500
+------------------------ -------------------------- --------------------------
+As of December 31, 2001, the named executive officers have the following
+years of credited service:
+Mark A. Hellerstein 10
+Ronald D. Boone 11
+Richard C. Norris 19
+Milam Randolph Pharo 6
+Douglas W. York 5
+13
+401(k) Plan
+The Company's 401(k) Profit Sharing Plan is a defined contribution pension
+plan subject to the Employee Retirement Income Security Act of 1974. The 401(k)
+Plan allows eligible employees to contribute up to nine percent of their income
+on a pre-tax basis through contributions to the 401(k) Plan. The Company matches
+each employee's contributions up to six percent of the employee's pre-tax
+income. Company contributions vest over an employee's first five years of
+employment.
+PERFORMANCE GRAPH
+The following performance graph compares the cumulative total stockholder
+return on St. Mary's common stock for the period December 31, 1996 to December
+31, 2001 with the cumulative total return of the Standard Industrial
+Classification Code for Crude Petroleum and Natural Gas and the Standard &
+Poor's 500 Stock Index. The SIC Code for Crude Petroleum and Natural Gas is
+1311. The identities of the companies included in the index will be provided
+upon request.
+[GRAPH APPEARS HERE]
+CUMULATIVE TOTAL RETURN*
+THE COMPANY, S&P 500 AND SIC CODE INDEX
+12/31/96 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01
+-------- -------- -------- -------- -------- --------
+ST. MARY LAND & EXPLORATION COMPANY 100.00 141.63 75.49 101.91 275.97 176.39
+SIC CODE INDEX 100.00 101.36 81.19 99.18 125.99 115.60
+S&P 500 INDEX 100.00 133.36 171.47 207.56 188.66 166.24
+Assumes $100 invested on December 31, 1996 in St. Mary Land & Exploration
+Company, SIC Code Index for Crude Petroleum and Natural Gas and S&P 500
+Stock Index.
+*Total return assumes reinvestment of dividends.
+14
+EMPLOYMENT AGREEMENTS AND TERMINATION OF
+EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS
+On September 1, 1991, St. Mary entered into an employment agreement with
+Mark A. Hellerstein. His current salary is $295,000 per year. Compensation is
+reviewed annually. Mr. Hellerstein participates in St. Mary's benefit plans and
+is entitled to bonuses and incentive compensation as determined by the board of
+directors. The agreement is terminable at any time upon 30 days' notice by
+either party. Upon termination of the agreement by St. Mary for any reason
+whatsoever (other than death, disability or misconduct by Mr. Hellerstein), St.
+Mary is obligated to continue to pay his compensation, including insurance
+benefits, for a period of one year.
+St. Mary has established a change in control executive severance policy and
+entered into change of control severance agreements where officers of St. Mary,
+including the officers named in the Summary Compensation Table, will receive
+severance payments in the event a change in control of the Company results in
+the voluntary or involuntary termination of their employment. The severance
+payments equal two and one-half years annual base salary depending on the length
+of time employment continues after the change in control. In addition, all
+insurance and fringe benefits will be provided for a period of one year.
+A change in control is defined as (i) an acquisition of more than fifty
+percent of the common stock or assets of the Company in a reorganization, merger
+or consolidation of the Company or (ii) a change in more than fifty percent of
+the composition of the board of directors of the Company other than as a result
+of the election of new members of the board of directors by a vote of the
+incumbent members of the board of directors or by stockholders of the Company
+pursuant to the recommendation of the incumbent members of the board of
+directors.
+CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
+Set forth below is a description of transactions entered into between St.
+Mary and certain of its officers and directors during the last fiscal year. Some
+of these transactions will continue in effect and may result in conflicts of
+interest between St. Mary and these individuals. Although these persons may owe
+fiduciary duties to St. Mary and its stockholders, we cannot assure you that
+conflicts of interest will always be resolved in favor of St. Mary.
+As a result of their prior employment with another company with which St.
+Mary engaged in a number of transactions, Ronald D. Boone, the Executive Vice
+President and Chief Operating Officer and a director of St. Mary, and two other
+vice presidents of St. Mary own working interests and royalty interests in many
+of the Company's properties which were earned as part of the prior employer's
+benefit programs. Those persons have no royalty participation in any new St.
+Mary properties.
+Mr. Boone also owns 50% of Princeton Resources Ltd. and has a 33% interest
+in Baron Oil Corporation, entities which manage oil and gas working and royalty
+interests which he acquired as a result of his prior employment. Although Mr.
+Boone does not manage these corporations, he may participate in any investment
+decisions made by them. The board of directors has approved Mr. Boone's
+involvement in Princeton Resources and Baron Oil.
+15
+St. Mary's by-laws provide that no director may pursue a business or
+investment opportunity for himself if he has obtained knowledge of such
+opportunity through his affiliation with the Company, provided that St. Mary is
+interested in pursuing such opportunity and is financially or otherwise able to
+pursue the opportunity. Moreover, no officer or employee of St. Mary may pursue
+for his own account an oil and gas opportunity unless (a) with respect to an
+officer of St. Mary, the interest has been approved by the board of directors
+and (b) with respect to a non-officer of St. Mary, such interest of the employee
+has been approved by a senior officer of St. Mary with full knowledge of such
+opportunity. These restrictions do not apply to the acquisition of less than one
+percent of the publicly traded stock of another company as long as St. Mary is
+not at that time engaged in any present or pending transaction with the other
+company.
+OTHER MATTERS TO BE VOTED ON
+Proposal to Amend the Certificate of Incorporation to Authorize the Issuance of
+--------------------------------------------------------------------------------
+up to a Total of 5,000,000 Shares of Preferred Stock
+----------------------------------------------------
+St. Mary's certificate of incorporation currently authorizes St. Mary to
+issue up to a total of 100,000,000 shares of common stock. There were 27,808,151
+shares of common stock outstanding as of March 31, 2002.
+On March 21, 2002, the board of directors approved an amendment to the
+certificate of incorporation, subject to approval by the stockholders, to
+authorize the issuance of up to a total of 5,000,000 shares of preferred stock
+with such powers, preferences, rights and limitations as the board of directors
+may designate from time to time. The full text of the amendment is contained in
+the proposed Certificate of Amendment attached to this proxy statement as Annex
+A, and the following description is qualified in its entirety by reference
+thereto.
+While St. Mary has no present intention of issuing shares of preferred
+stock, the board of directors believes that having shares of preferred stock
+authorized for issuance under the certificate of incorporation will provide
+additional financial flexibility from the possible future issuances of preferred
+stock for use in property acquisitions or for use in raising additional capital.
+Any future issuances will remain subject to separate stockholder approval to the
+extent required under Delaware corporate law and/or the Nasdaq National Market
+listing standards.
+Although future issuances of preferred stock will be dilutive to existing
+stockholders with respect to their proportionate ownership of St. Mary, any
+issuances for cash will be made for fair value, and any issuances for property
+acquisitions will also be made for fair value.
+Description of the Preferred Stock
+The amendment to the certificate of incorporation will authorize the board
+of directors from time to time to divide the preferred stock into series and to
+designate for each series its respective rights and preferences, including any
+of the following:
+o the rate of dividends and whether dividends are cumulative or
+have a preference over the common stock in right of payment;
+o the terms and conditions upon which shares may be redeemed and
+the redemption price;
+16
+o sinking fund provisions for the redemption of shares;
+o the amount payable in respect of each share upon a voluntary or
+involuntary liquidation of St. May;
+o the terms and conditions upon which shares may be converted
+into other securities of St. Mary, including common stock;
+o limitations and restrictions on payment of dividends or other
+distributions on, or redemptions of, other classes of stock of St.
+Mary junior to such series, including the common stock;
+o conditions and restrictions on the creation of indebtedness or
+the issuance of other senior classes of stock;
+o voting rights; and
+o the number of shares contained in such series.
+Issuances of preferred stock could be made without further action of the
+stockholders, unless such action were required by applicable law or the rules of
+the Nasdaq National Market System or any other stock exchange on which St.
+Mary's securities may then be listed or traded. Depending on the rights and
+preferences designated for any particular series, issuances of preferred stock
+could have the effect of diluting stockholders' equity, earnings per share and
+voting rights attributable to the common stock.
+Anti-Takeover Effects of the Proposed Amendment
+Although the board of directors has no current intention of doing so, St.
+Mary could issue a series of preferred stock that could, depending on the terms
+of such series, impede the completion of a merger, tender offer or other
+takeover attempt. The board of directors will make any determination to issue
+shares of preferred stock based on its judgment at the time as to the best
+interests of St. Mary and its stockholders. The board of directors, in so
+acting, could issue preferred stock having terms that could discourage an
+acquisition attempt by which an acquiror may be able to change the composition
+of the board of directors, including a tender offer or other transaction that
+some, or a majority, of St. Mary's stockholders might believe to be in their
+best interests or in which stockholders might receive a premium for their stock
+over the then current market price of such stock. The board of directors is not
+aware of any current proposal or effort to acquire control of St. Mary.
+While the proposed amendment may have anti-takeover effects, the board of
+directors believes that the financial flexibility provided by the amendment
+outweighs any disadvantages. To the extent that the proposed amendment may have
+anti-takeover effects, the amendment may encourage persons seeking to acquire
+St. Mary to negotiate directly with the board of directors, enabling the board
+of directors to consider any proposed acquisition in a manner that best serves
+the interests of the stockholders.
+Since the board of directors believes that the proposed amendment to the
+certificate of incorporation to authorize the issuance of up to a total of
+5,000,000 shares of preferred stock with such powers, preferences, rights and
+limitations as the board of directors may designate from time to time will
+17
+provide St. Mary with additional financial flexibility, the board of directors
+recommends that stockholders vote "For" approval of the amendment to the
+certificate of incorporation.
+SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
+Under U.S. securities laws, directors, executive officers and persons
+holding more than 10% of St. Mary common stock must report their initial
+ownership of the common stock and any changes in that ownership in reports which
+must be filed with the SEC and St. Mary. The SEC has designated specific
+deadlines for these reports and St. Mary must identify in this proxy statement
+those persons who did not file these reports when due.
+Based solely on a review of reports filed with the Company, all directors
+and executive officers timely filed all reports regarding transactions in the
+Company's securities required to be filed for 2001 by Section 16(a) under the
+Securities Exchange Act of 1934.
+INDEPENDENT ACCOUNTANTS
+Arthur Andersen LLP has served as St. Mary's independent accountants since
+1997, and the representitives of Arthur Andersen LLP who have worked on the St.
+Mary audit engagement have significant oil and gas accounting expertise and
+experience. However, due to the widely reported recent developments concerning
+Arthur Andersen LLP, the board of directors has not yet selected the independent
+public accountants to audit the financial statements of St. Mary for its 2002
+fiscal year. As part of its process for selecting the independant public
+accountants for 2002, the audit committee and the board of directors will
+closely monitor the current developments concerning Arthur Andersen LLP.
+To the knowledge of management, neither Arthur Andersen LLP nor any of its
+members has any direct or material indirect financial interest in St. Mary nor
+any connection with St. Mary in any capacity other than as independent public
+accountants. A representative of Arthur Andersen LLP is expected to be present
+at the annual meeting and will have an opportunity to make a statement if he
+desires to do so and to respond to appropriate questions.
+FUTURE STOCKHOLDER PROPOSALS
+St. Mary must receive any St. Mary stockholder proposal for the annual
+meeting of stockholders in 2003 before November 1, 2002 for the proposal to be
+included in the St. Mary proxy statement and form of proxy for that meeting. St.
+Mary's by-laws require that advance written notice in proper form of stockholder
+proposals for matters to be brought before an annual stockholders meeting be
+received by the Secretary of St. Mary not less than 75 days nor more than 105
+days before the first anniversary date of the immediately preceding annual
+stockholders meeting. Accordingly, notice of stockholder proposals for the 2003
+annual meeting must be received by St. Mary between February 6, 2003 and March
+8, 2003.
+18
+OTHER MATTERS
+Management does not know of any other matters to be brought before the
+annual meeting of stockholders. If any other matters not mentioned in this proxy
+statement are properly brought before the meeting, the individuals named in the
+enclosed proxy intend to use their discretionary voting authority under the
+proxy to vote the proxy in accordance with their best judgment on those matters.
+By Order of the Board of Directors
+/s/ RICHARD C. NORRIS
+Richard C. Norris
+Secretary
+April 12, 2002
+19
+ANNEX A ANNEX A
+CERTIFICATE OF AMENDMENT
+OF
+RESTATED CERTIFICATE OF INCORPORATION
+St. Mary Land & Exploration Company, a corporation organized and
+existing under and by virtue of the General Corporation Law of the State of
+Delaware (the "Corporation"), DOES HEREBY CERTIFY:
+1. That at a meeting of the Board of Directors of the Corporation, a
+resolution was duly adopted setting forth a proposed amendment to the
+Certificate of Incorporation of the Corporation, as restated and amended,
+declaring such amendment to be advisable and calling for a vote of the
+stockholders of the Corporation on such amendment at the annual meeting of the
+stockholders of the Corporation on May 22, 2002. The resolution setting forth
+the proposed amendment is as follows:
+RESOLVED, that Article Fourth of the Certificate of
+Incorporation of the Corporation, as restated and amended,
+shall be amended in its entirety to read as follows:
+FOURTH: The total number of shares of all classes of capital
+stock which the Corporation shall have authority to issue is 105,000,000 shares,
+consisting of (a) 5,000,000 shares of Preferred Stock, $.01 par value per share
+(the "Preferred Stock"), and (b) 100,000,000 shares of Common Stock, $.01 par
+value per share (the "Common Stock").
+The designations and the powers, preferences and rights, and the
+qualifications, limitations or restrictions of the shares of each class of stock
+that the Corporation shall have authority to issue are as follows:
+PREFERRED STOCK
+i. Issuance. The Preferred Stock may be issued from time to time in
+--------
+one or more series of any number of shares, provided that the aggregate number
+of shares issued and not canceled of any and all such series shall not exceed
+5,000,000 shares.
+ii. Authority of the Board of Directors to Authorize Series. Authority
+-------------------------------------------------------
+is hereby vested in the Board of Directors to authorize the issuance from time
+to time of one or more series of Preferred Stock, and in connection with the
+creation of such series to fix by resolution or resolutions providing for the
+issuance of shares thereof the designations, powers, preferences and relative,
+participating, optional or other special rights, and the qualifications,
+limitations or restrictions thereof, of such series in respect of the matters
+set forth as follows:
+(1) The maximum number of shares to constitute such series and
+the distinctive designation thereof and the stated value thereof if
+different than the par value thereof;
+20
+(2) The dividend rate, if any, on the shares of such series,
+the conditions and dates upon which such dividends shall be payable,
+the preference or relation which such dividends shall bear to the
+dividends payable on any other class or classes or on any other series
+of capital stock, and whether such dividends shall be cumulative or
+non-cumulative;
+(3) Whether the shares of such series shall be subject to
+redemption by the Corporation, and, if made subject to redemption, the
+times, prices and other terms and conditions of such redemption;
+(4) Whether or not the shares of such series shall be subject
+to the operation of a retirement or sinking fund, and, if so, the
+extent to and manner in which any such retirement or sinking fund shall
+be applied to the purchase or redemption of the shares of such series
+for retirement or to other corporate purposes and the terms and
+provisions relative to the operation thereof;
+(5) The rights of the holders of shares of such series upon
+the liquidation, dissolution or winding up of the Corporation;
+(6) Whether or not the shares of such series shall be
+convertible into, or exchangeable for, shares of stock of any other
+class or classes, or of any other series of the same class, and if so
+convertible or exchangeable, the price or prices or the rate or rates
+of conversion or exchange and the method, if any, of adjusting the same
+and any other terms or conditions of conversion or exchange;
+(7) The limitations and restrictions, if any, to be effective
+while any shares of such series are outstanding upon the payment of
+dividends or the making of other distributions on, and upon the
+purchase, redemption or other acquisition by the Corporation of, the
+Common Stock or any other class or classes of stock of the Corporation
+ranking junior to the shares of such series either as to dividends or
+upon liquidation, dissolution or winding up;
+(8) The conditions or restrictions, if any, upon the creation
+of indebtedness of the Corporation or upon the issuance of any
+additional stock (including additional shares of such series or of any
+other series or of any other class) ranking on a parity with or prior
+to the shares of such series either as to dividends or upon
+liquidation, dissolution or winding up;
+(9) Whether the shares of such series shall have voting
+rights, in addition to any voting rights provided by law, and, if so,
+the terms of such voting rights; and
+(10) Any other powers, preferences and relative,
+participating, optional or other special rights and any qualifications,
+limitations or restrictions thereof as shall not be inconsistent with
+this Article Fourth.
+iii. Shares of Each Series Identical. All shares of any one series of
+-------------------------------
+Preferred Stock shall be identical with each other in all respects, except that
+shares of any one series issued at different times may differ as to the dates
+from which dividends, if any, thereon shall be cumulative. All series shall rank
+21
+equally and be identical in all respects, except as permitted by the provisions
+of this Article Fourth.
+COMMON STOCK
+All shares of Common Stock shall be identical and shall entitle the
+holders thereof to the same rights and privileges.
+i. Dividends. Subject to the provisions of law and the rights of the
+---------
+Preferred Stock then outstanding having a preference as to dividends over the
+Common Stock, dividends may be paid on the Common Stock at such times and in
+such amounts as the Board of Directors shall determine. When and as dividends
+are declared upon the Common Stock, whether payable in cash, in property or in
+shares of stock of the Corporation, the holders of Common Stock shall be
+entitled to share equally in such dividends.
+ii. Voting Rights. Each holder of Common Stock shall be entitled to
+-------------
+one vote per share held.
+iii. Preferred Stock. The Common Stock is subject to all the powers,
+---------------
+rights, privileges, preferences and priorities of the Preferred Stock as are
+stated and expressed herein and as shall be stated and expressed in any
+resolution or resolutions of the Board of Directors pursuant to the authority
+expressly granted to and vested in it by the provisions of this Article Fourth.
+iv. Liquidation. In the event of any liquidation, dissolution or
+-----------
+winding up of the Corporation, whether voluntary or involuntary, after payment
+shall have been made to holders of Preferred Stock of any preferential amounts
+to which they shall respectively be entitled as stated and expressed in any
+resolution or resolutions of the Board of Directors pursuant to the authority
+expressly granted to and vested in it by the provisions of this Article Fourth,
+the holders of Common Stock shall be entitled to share ratably according to the
+number of shares of Common Stock held by them in all remaining assets of the
+Corporation available for distribution to its stockholders.
+22
+ANNEX B
+ANNEX B
+St. Mary Land & Exploration Company
+Charter of the Audit Committee of the Board of Directors
+I. Audit Committee Purpose
+The Audit Committee is appointed by the board of directors to assist
+the board in fulfilling its oversight responsibilities. The Audit
+Committee's primary duties and responsibilities, as delegated by the
+board of directors, are to:
+o Monitor the integrity of the Company's financial reporting process
+and systems of internal controls regarding finance, accounting,
+and legal and regulatory compliance. The Audit Committee will
+recommend to the board of directors when corrective action is
+necessary.
+o Monitor the independence and performance of the Company's
+independent auditors.
+o Provide an avenue of communication among the independent auditors,
+management, and the board of directors.
+o Report regularly to the board of directors.
+The Audit Committee has the authority to conduct any investigation
+appropriate to fulfill its responsibilities, and it has direct access
+to the independent auditors as well as anyone in the organization. The
+Audit Committee has the authority to retain, at the Company's expense,
+special legal, accounting, or other consultants or experts it deems
+necessary to advise the Committee in the performance of its duties.
+II. Audit Committee Composition and Meetings
+Audit Committee members shall meet the independence and financial
+literacy requirements of the Nasdaq National Market listing standards.
+The Audit Committee shall be comprised of at least three directors as
+determined by the board, each of whom shall be an independent
+nonexecutive director without any relationship which, in the opinion of
+the board, would interfere with the exercise of his or her independent
+judgment in carrying out the responsibilities of a director. All
+members of the Committee shall have a basic understanding of finance
+and accounting and be able to read and understand fundamental financial
+statements, and at least one member of the Committee shall have
+experience or background in finance or accounting which results in that
+member's financial sophistication.
+Audit Committee members shall be appointed by the board. If an audit
+committee Chair is not designated or present, the members of the
+Committee may designate a Chair by majority vote of the Committee
+membership.
+The Committee shall meet at least four times annually, or more
+frequently as circumstances dictate. The Audit Committee Chair shall
+approve an agenda in advance of each meeting. As circumstances dictate
+but at least twice annually, the Committee should meet privately in
+executive session with management, the independent auditors, and as a
+committee to discuss any matters that the Committee or any of these
+groups believe should be discussed. In addition, the Committee should
+communicate with management and the independent auditors quarterly to
+review the Company's financial statements and significant findings
+based upon the auditors' review procedures.
+23
+III. Audit Committee Responsibilities and Duties
+Review Procedures
+-----------------
+1. Review and reassess the adequacy of this Charter at least
+annually. Submit the Charter to the board of directors for
+approval and include the document in the proxy statement for the
+election of directors at least once every three years in
+accordance with SEC regulations.
+2. Review the Company's annual audited financial statements prior to
+filing with the SEC. Review should include discussion with
+management and independent auditors of significant issues
+regarding accounting principles, practices, and judgments.
+3. In consultation with management and the independent auditors,
+consider the integrity of the Company's financial reporting
+processes and internal accounting controls. Discuss significant
+financial risk exposures and the steps management has taken to
+monitor, control, and report such exposures. Review significant
+findings prepared by the independent auditors, including the
+status of previous recommendations, together with management's
+responses.
+4. Review with financial management and the independent auditors the
+Company's quarterly financial results prior to the release of
+earnings. Discuss any significant changes to the Company's
+accounting principles and any items required to be communicated by
+the independent auditors to the Committee in accordance with
+Statement of Auditing Standards ("SAS") No. 61, Communication with
+Audit Committees, as amended (see item 9).
+Independent Auditors
+--------------------
+5. The independent auditors are accountable to the Audit Committee
+and the board of directors. The Audit Committee shall review and
+evaluate the independence and performance of the auditors and
+annually recommend to the board of directors the appointment of
+the independent auditors or approve any replacement of auditors
+when circumstances warrant.
+6. Approve the fees and other significant compensation to be paid to
+the independent auditors. Review and approve requests for
+significant management consulting engagements to be performed by
+the independent auditors' firm and be advised of any other
+significant study undertaken at the request of management that is
+beyond the scope of the audit engagement letter.
+7. On at least an annual basis, the Committee should review and
+discuss with the independent auditors the auditors' independence
+and all significant services performed for and relationships they
+have with the Company that could bear on the auditors'
+independence, and ensure that the Committee has received from the
+auditors the formal written statement delineating all
+relationships between the auditor and the Company and the letter
+confirming that in the auditors' professional judgment they are
+independent of the Company, as required by Independence Standards
+Board Standard No. 1, Independence Discussions with Audit
+Committees. The Committee shall take, or recommend that the board
+of directors take, appropriate action to oversee the independence
+of the auditors.
+8. Review the independent auditors' engagement letter a nd audit plan
+- discuss scope, staffing, locations, reliance upon management,
+and general audit approach.
+9. Prior to releasing year-end earnings, discuss the results of the
+audit with the independent auditors. Discuss the matters required
+to be communicated by auditors to audit committees in accordance
+with SAS No. 61.
+10. Consider the independent auditors' judgments about the quality and
+appropriateness of the Company's accounting principles as applied
+in its financial reporting.
+24
+Legal Compliance
+----------------
+11. On at least an annual basis, review with the Company's general
+counsel any legal matters that could have a significant impact on
+the Company's financial statements, the Company's compliance with
+applicable laws and regulations, and inquiries received from
+regulators or governmental agencies.
+Other Audit Committee Responsibilities
+--------------------------------------
+12. Based on the review and discussion of the audited financial
+statements with management and the discussion with the independent
+auditors of the matters required to be discussed by SAS No. 61 and
+the independent auditors' independence, recommend to the board of
+directors whether the audited financial statements should be
+included in the Company's Annual R eport on Form 10-K for filing
+with the SEC. Prepare the report required by SEC rules to be
+included in the Company's annual proxy statement.
+13. Perform any other activities consistent with this Charter, the
+Company's by-laws, and governing law, as the Committee or the
+Board deems necessary or appropriate.
+14. Maintain minutes of meetings and periodically report to the board
+of directors on significant results of the foregoing activities.
+While the Audit Committee has the responsibilities and powers set forth
+in this Charter, it is not the duty of the Audit Committee to plan or
+conduct audits or to determine that the Company's financial statements
+are complete and accurate and are in accordance with generally accepted
+accounting principles. That is the responsibility of management and the
+independent auditors. Nor is it the duty of the Audit Committee to
+conduct investigations, or to ensure compliance with laws and
+regulations.
+25
+PROXY ST. MARY LAND & EXPLORATION COMPANY PROXY
+1776 Lincoln Street, Suite 1100
+Denver, Colorado 80203
+This Proxy is Solicited on Behalf of the Board of Directors
+For the Annual Meeting of Stockholders on May 22, 2002
+The undersigned hereby appoints Mark A. Hellerstein and Richard C. Norris,
+or either of them, each with the power to appoint his substitute, as proxies for
+the undersigned to vote all shares of St. Mary Land & Exploration Company
+common stock which the undersigned is entitled to vote at the Annual Meeting of
+Stockholders to be held on May 22, 2002, and at any reconvened meeting after any
+adjournment thereof, as directed on the matters referred to below and at their
+discretion on any other matters that may properly be presented at the meeting.
+ITEM 1 ITEM 2
+ELECTION OF DIRECTORS.  FOR all nominees listed AMENDMENT TO CERTIFICATE OF  FOR
+Management has nominated the (except as marked to the contrary below) INCORPORATION TO AUTHORIZE
+following nine persons to stand THE ISSUANCE OF UP TO A TOTAL  AGAINST
+for election as directors. The  WITHHOLD authority to vote for OF 5,000,000 SHARES OF PREFERRED
+St. Mary board of directors all nominees listed STOCK.  ABSTAIN
+recommends a vote "For" all of
+the nominees. As of the date of INSTRUCTIONS: Mark only one box. The proposal to amend St. Mary's
+the accompanying proxy statement To withold authority to vote for any certificate of incorporation to
+no one has been nominated to individual nominee, write that authorize the issuance of up to
+serve as director other than the nominee's name in the following space: a total of 5,000,000 shares of
+nominees by management. preferred stock with such powers,
+-------------------------------------- preferences, rights and
+01 Larry W. Bickle limitations as the board of
+02 Barbara M. Baumann directors may designate from
+03 Ronald D. Boone time to time.
+04 Thomas E. Congdon
+05 William J. Gardiner
+06 Mark A. Hellerstein
+07 Robert L. Nance
+08 Arend J. Sandbulte
+09 John M. Seidl
+This proxy when properly executed will be voted in the manner directed by
+the undersigned stockholder.
+If this proxy is properly executed but no voting direction is given, this
+proxy will be voted "FOR" all director nominees listed on this proxy and the
+amendment to the certificate of incorporation to authorize the issuance of up to
+a total of 5,000,000 shares of preferred stock.
+This proxy also confers discretionary authority to the proxies to vote on
+any other matters that may properly be presented at the meeting. As of the date
+of the accompanying proxy statement, St. Mary management did not know of any
+other matters to be presented at the meeting. If any other matters are properly
+presented at the meeting, this proxy will be voted in accordance with the
+recommendations of St. Mary management.
+Please sign exactly as your name appears
+below. When shares are held by joint
+tenants, both should sign. When signing as
+attorney, executor, administrator, trustee
+or guardian, please give full title as such.
+If a corporation, please sign in full
+corporate name by the president or other
+authorized officer. If a partnership or
+limited liability company, please sign in
+such name by an authorized person. Please
+complete, date and sign this proxy card and
+return it promptly in the accompanying
+envelope.
+Dated: , 2002
+--------------------
+--------------------------------
+Signature
+--------------------------------
+Signature (if held jointly)
+Your telephone or Internet vote authorizes the named proxies in the same manner
+as if you marked, signed and dated your proxy card and returned it in the
+envelope provided. The telephone and Internet voting procedures are designed to
+ensure that proxies are handled properly under Delaware law by authenticating
+votes cast by use of a PIN and allowing you to confirm that your instructions
+have been properly recorded.
+TO VOTE USING THE TELEPHONE: Call toll free 1-800-816-8908 from a touch tone
+telephone. There is NO CHARGE for this call. Enter your 14 digit CONTROL NUMBER
+and 5 digit PIN NUMBER located at the bottom of this proxy and then listen for
+voting instructions.
+INTERNET VOTING INSTRUCTIONS: Go the the following website
+www.computershare.com/us/proxy - Enter your 14 digit CONTROL NUMBER and 5 digit
+------------------------------
+PIN NUMBER located at the bottom of this proxy and then follow the voting
+instructions on the screen. If you vote by telephone or the internet, please DO
+NOT mail back this proxy card.
+---------------- -----------------
+CONTROL NUMBER PIN NUMBER
+---------------- -----------------

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+CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
+Set forth below is a description of transactions entered into between St.
+Mary and certain of its officers and directors during the last fiscal year. Some
+of these transactions will continue in effect and may result in conflicts of
+interest between St. Mary and these individuals. Although these persons may owe
+fiduciary duties to St. Mary and its stockholders, we cannot assure you that
+conflicts of interest will always be resolved in favor of St. Mary.
+As a result of their prior employment with another company with which St.
+Mary engaged in a number of transactions, Ronald D. Boone, the Executive Vice
+President and Chief Operating Officer and a director of St. Mary, and two other
+vice presidents of St. Mary own working interests and royalty interests in many
+of the Company's properties which were earned as part of the prior employer's
+benefit programs. Those persons have no royalty participation in any new St.
+Mary properties.
+Mr. Boone also owns 50% of Princeton Resources Ltd. and has a 33% interest
+in Baron Oil Corporation, entities which manage oil and gas working and royalty
+interests which he acquired as a result of his prior employment. Although Mr.
+Boone does not manage these corporations, he may participate in any investment
+decisions made by them. The board of directors has approved Mr. Boone's
+involvement in Princeton Resources and Baron Oil.
+15
+St. Mary's by-laws provide that no director may pursue a business or
+investment opportunity for himself if he has obtained knowledge of such
+opportunity through his affiliation with the Company, provided that St. Mary is
+interested in pursuing such opportunity and is financially or otherwise able to
+pursue the opportunity. Moreover, no officer or employee of St. Mary may pursue
+for his own account an oil and gas opportunity unless (a) with respect to an
+officer of St. Mary, the interest has been approved by the board of directors
+and (b) with respect to a non-officer of St. Mary, such interest of the employee
+has been approved by a senior officer of St. Mary with full knowledge of such
+opportunity. These restrictions do not apply to the acquisition of less than one
+percent of the publicly traded stock of another company as long as St. Mary is
+not at that time engaged in any present or pending transaction with the other
+company.

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+CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
+Set forth below is a description of transactions entered into between St.
+Mary and certain of its officers and directors during the last fiscal year. Some
+of these transactions will continue in effect and may result in conflicts of
+interest between St. Mary and these individuals. Although these persons owe
+fiduciary duties to St. Mary and its stockholders, we cannot assure you that
+conflicts of interest will always be resolved in favor of St. Mary.
+As a result of their prior employment with another company with which St.
+Mary engaged in a number of transactions, Ronald D. Boone, the Executive Vice
+President and Chief Operating Officer and a director of St. Mary, and two other
+vice presidents of St. Mary own royalty interests in many of St. Mary's
+properties, which were earned as part of the prior employer's employee benefit
+18
+programs. One vice president also owns certain working interests through
+participation in acquisitions made by his former employer. Those persons have no
+royalty participation in any new St. Mary properties.
+Mr. Boone also owns 25% of Princeton Energy LLC, which owns the oil and gas
+working interests that he acquired as a result of his prior employment. Although
+Mr. Boone does not manage this entity, he may participate in any investment
+decisions made by them.
+In July 2000, St. Mary made an interest-free loan of $200,000 to Robert T.
+Hanley at the time he was appointed Vice President - Business Development of St.
+Mary. The loan was made to enable Mr. Hanley to purchase a residence in Denver,
+Colorado in connection with St. Mary's relocation of Mr. Hanley to Denver from
+Billings, Montana, where housing costs are substantially lower. Mr. Hanley was
+previously Chief Financial Officer of Nance Petroleum Corporation, a wholly
+owned subsidiary that St. Mary acquired in June 1999, which has its principal
+offices in Billings. This loan was repaid in October 2002.
+St. Mary's by-laws provide that no director may pursue a business or
+investment opportunity for himself if he has obtained knowledge of such
+opportunity through his affiliation with the Company. Moreover, no officer or
+employee of St. Mary may pursue for his own account an oil and gas opportunity
+irrespective of the source of his knowledge of the opportunity unless (a) with
+respect to an officer of St. Mary, the interest has been approved by the board
+of directors and (b) with respect to a non-officer of St. Mary, such interest of
+the employee has been approved by a senior officer of St. Mary with full
+knowledge of such opportunity. These restrictions do not apply to the
+acquisition of less than one percent of the publicly traded stock of another
+company.

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+DEF 14A
+1
+a2156222zdef14a.htm
+DEF 14A
+Use these links to rapidly review the document 
+Proxy Statement 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. 1) 
+Filed by the Registrant ý 
+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)) 
+ý 
+Definitive Proxy Statement 
+o 
+Definitive Additional Materials 
+o 
+Soliciting Material Pursuant to §240.14a-12 
+St. Mary Land & Exploration 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): 
+ý 
+No fee required. 
+o 
+Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 
+(1) 
+Title of each class of securities to which transaction applies: 
+(2) 
+Aggregate number of securities to which transaction applies: 
+(3) 
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+(4) 
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+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) 
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+(3) 
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+(4) 
+Date Filed: 
+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. 
+April 8,
+2005 
+Dear
+Stockholder: 
+You
+are cordially invited to attend the 2005 annual meeting of stockholders, which will be held in the Forum Room of Wells Fargo Bank, 1740 Broadway, Denver, Colorado on
+Wednesday, May 25, 2005 at 3:00 p.m. local time. 
+At
+the meeting you and the other stockholders will vote on the election of seven directors and approve an amendment to the certificate of incorporation to increase the number of
+authorized shares of common stock from 100,000,000 to 200,000,000. You will also have the opportunity to hear reports on St. Mary's operations and to ask questions of general interest. You can find
+other more specific information about the meeting in the accompanying proxy statement, and can find detailed information about St. Mary in the enclosed annual report or at our website www.stmaryland.com . 
+Please
+complete and sign the enclosed proxy card and return it promptly in the accompanying envelope, or use the telephone or Internet voting systems described on the proxy card. This
+will ensure that your shares are represented at the meeting even if you cannot attend. 
+Thank
+you for your cooperation in returning your proxy card, or voting by telephone or the Internet as promptly as possible. We hope to see many of you at our meeting in Denver. 
+Very truly yours, 
+Mark A. Hellerstein 
+Chairman, CEO & President 
+St. Mary Land & Exploration Company 
+1776 Lincoln Street, Suite 700 
+Denver, Colorado 80203 
+Notice of Annual Stockholders' Meeting 
+May 25, 2005 
+To All Stockholders: 
+The
+2005 annual meeting of the stockholders of St. Mary Land & Exploration Company will be held in the Forum Room of the Wells Fargo Bank, 1740 Broadway, Denver, Colorado
+on Wednesday, May 25, 2005 at 3:00 p.m. local time. The purposes of the meeting are: 
+1. To
+elect seven directors to serve during the next year;
+2. To
+approve an amendment to the certificate of incorporation to increase the number of authorized shares of common stock from 100,000,000 to 200,000,000. This action is necessary
+following the stock split that occurred for stockholders of record on March 21, 2005, to ensure there are sufficient shares available for general corporate purposes; and
+3. To
+transact any other business which may properly come before the meeting. 
+Only
+stockholders of record at the close of business on April 8, 2005 may vote at this meeting. 
+Please sign, date and return the accompanying proxy card in the enclosed envelope as soon as possible, or use the telephone or Internet voting systems described
+on the proxy card. Any stockholder may revoke their proxy at any time before the vote is taken at the meeting. 
+By Order of the Board of Directors 
+St. Mary Land & Exploration Company 
+David W. Honeyfield 
+V.P.—Finance, Secretary & Treasurer 
+Denver,
+Colorado, 
+April 8, 2005. 
+Proxy Statement Table of Contents 
+General 
+Purpose of the Annual Meeting 
+Who Can Vote 
+How to Vote 
+Revoking a Proxy 
+Voting Requirements 
+Quorum 
+Payment of Proxy Solicitation Costs 
+Election of Directors 
+Nominees for Election as Directors 
+Stock Split 
+Corporate Governance 
+Board of Directors 
+Selection of Directors 
+Presiding Director at the Non-Management Directors' Executive Session 
+Communication with the Directors of the Company 
+Board and Committee Meetings 
+Director Compensation 
+Security Ownership of Certain Beneficial Owners and Management 
+Executive Compensation 
+Summary Compensation Table 
+2004 Stock Option Grants 
+Aggregated Stock Option Exercises in 2004 and December 31, 2004 Stock Option Value 
+Report of the Compensation Committee on Executive Compensation 
+Retirement Plans 
+Equity Compensation Plans 
+Employment Agreements and Termination of Employment and Change-in-Control Arrangements 
+Performance Graph 
+Certain Relationships and Related Transactions 
+Other Matters to be Voted On 
+Section 16(a) Beneficial Ownership Reporting Compliance 
+Report of the Audit Committee 
+Independent Accountants 
+Audit Committee Pre-Approval Policy and Procedures 
+Future Stockholder Proposals 
+Other Matters 
+Annex A: St. Mary Charter of the Audit Committee 
+St. Mary Land & Exploration Company 
+1776 Lincoln Street, Suite 700 
+Denver, Colorado 80203 
+(303) 861-8140 
+Proxy Statement 
+General 
+This proxy statement contains information about the 2005 annual meeting of stockholders of St. Mary Land & Exploration Company to be held in the Forum
+Room of the Wells Fargo Bank, 1740 Broadway, Denver, Colorado on Wednesday, May 25, 2005, at 3:00 p.m. local time. The St. Mary Board of Directors is using this proxy statement to
+solicit proxies for use at the annual meeting. In this proxy statement, "St. Mary", "the Company", we, or us refer to St. Mary Land & Exploration Company. This proxy statement and the enclosed
+proxy card are being mailed to you on or about April 22, 2005. 
+Purpose of the Annual Meeting 
+At the Company's annual meeting, stockholders will vote on: 
+• the
+election of the seven directors as outlined in the accompanying notice of meeting;
+• approval
+of an amendment to the certificate of incorporation to increase the number of authorized shares of common stock from 100,000,000 to 200,000,000; and
+• any
+other business that properly comes before the meeting. 
+As
+of the date of this proxy statement, the Company is not aware of any business to come before the meeting other than the items noted above. 
+Who Can Vote 
+Only stockholders of record at the close of business on the record date of April 8, 2005, are entitled to receive notice of the annual meeting and to vote
+the shares of St. Mary common stock they held on that date. As of April 8, 2005, there were 57,239,058 shares of St. Mary common stock issued and outstanding, net of 500,000 treasury shares.
+Holders of St. Mary common stock are entitled to one vote per share and are not allowed to cumulate votes in the election of directors. The enclosed proxy card shows the number of shares that you are
+entitled to vote. 
+How to Vote 
+If your shares of St. Mary common stock are held by a broker, bank or other nominee (in "street name"), you will receive information from them on how to instruct
+them to vote your shares. 
+If
+you hold shares of St. Mary common stock in your own name (as a "stockholder of record"), you may give instructions on how your shares are to be voted by marking, signing, dating and
+returning the enclosed proxy card in the accompanying postage-paid envelope or following the telephone or Internet voting procedures described on the proxy card. The telephone and Internet
+voting procedures are designed to ensure that proxies are handled properly under Delaware law by authenticating votes cast by use of a personal identification number and allowing stockholders to
+confirm that their instructions have been properly recorded. If you vote by telephone or the Internet, you do not have to mail in your proxy card. 
+1 
+If
+you hold shares in both street name and as a stockholder of record, you must vote
+separately for each set of shares. 
+A
+proxy, when properly completed and not revoked, will be voted in accordance with its instructions. If no voting instructions on a particular matter are given on a properly executed and
+unrevoked proxy card, the shares represented by the proxy will be voted on that particular matter as follows: 
+• FOR
+the election as directors of the seven nominees named in this proxy statement under the caption "Nominees for Election as Directors," and
+• FOR
+approval of an amendment to the certificate of incorporation to increase the number of authorized shares of common stock from 100,000,000 to 200,000,000. 
+Revoking a Proxy 
+You may revoke a proxy before the vote is taken at the meeting by: 
+• submitting
+a new proxy with a later date either signed and returned by mail or transmitted using the telephone or Internet voting procedures before the meeting;
+• by
+voting in person at the meeting; or
+• by
+filing a written revocation with St. Mary's corporate secretary. 
+Your
+attendance at the annual meeting will not automatically revoke your proxy. 
+Voting Requirements 
+Election of Directors— The St. Mary Bylaws provide that the election of directors shall be decided by
+the vote of the holders of a majority of the shares present in person or by proxy at the meeting and entitled to vote. Any shares present but not voted for approval, including withheld votes and
+broker non-votes, will have the same effect as if the shares were voted against approval. 
+Amendment to the Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock from 100,000,000 to
+200,000,000 —In order to ensure there are a sufficient number of shares of common stock authorized, the Board of Directors has authorized an increase in the number
+of shares to 200,000,000 due to the stock split that occurred for shareholders of record on March 21, 2005. The affirmative vote of a majority of shares entitled to vote at the meeting will be
+required to amend the certificate of incorporation to increase the authorized shares of common stock. Any shares present but not voted, including abstentions and broker non-votes
+(described in "Quorum" below), will have the same effect as shares voted against approval. 
+Quorum 
+A quorum of stockholders is necessary to hold a valid meeting. A quorum will exist if stockholders of one-third of the outstanding shares of common
+stock are present at the meeting in person or by proxy. Abstentions and broker "non-votes" count as present for establishing a quorum. A broker non-vote occurs on a matter when
+a broker is not permitted to vote on that matter without instruction from the beneficial owner of the shares and no instruction is given. Shares held by St. Mary in its treasury are not entitled to
+vote and do not count
+toward a quorum. If a quorum is not present, the meeting may be adjourned until a quorum is obtained. 
+Payment of Proxy Solicitation Costs 
+St. Mary will pay all costs of soliciting proxies. The solicitation will be made by mail. In addition to mailing proxy solicitation material, St. Mary officers,
+directors and employees may also solicit proxies in 
+2 
+person,
+by telephone, or by other electronic means of communication. St. Mary will ask banks, brokers, other institutions, nominees and fiduciaries to forward the proxy material to their principals
+and obtain authority to execute proxies. St. Mary will reimburse them for reasonable expenses. St. Mary has also retained The Altman Group, Inc. to assist in the solicitation of proxies for an
+estimated fee of $9,000 plus reimbursement of reasonable expenses. 
+ELECTION OF DIRECTORS 
+All directors of the Company are elected annually. At this meeting, seven directors are to be elected to serve for one year or until their successors are elected
+and qualified. The Company's nominees for these directorships are identified below; all are currently serving in that capacity. Ronald D. Boone will serve out his current term as director, however, he
+is not a nominee for re-election. 
+The
+Board of Directors has a Nominating and Corporate Governance Committee that selects the director nominees. This Committee performed its evaluation and nominating committee functions
+during 2004 and early 2005. The Committee selects each nominee based on the nominee's skills, achievements and experience, with the objective as set forth in the Company's Corporate Governance
+Guidelines that the Board as a whole should have broad and relevant experience in high policymaking levels in business and a commitment to representing the long-term interests of the
+stockholders. The Committee believes that each nominee should have experience in positions of responsibility and leadership, an understanding of the Company's business environment and a reputation for
+integrity. 
+The
+Committee evaluates each potential nominee individually and in the context of the Board as a whole. The objective is to recommend a group that will effectively contribute to the
+long-term success of the Company and represent stockholder interests. In determining whether to recommend a director
+for re-election, the Committee also considers the director's past attendance at meetings and participation in and contributions to the activities of the Board. 
+When
+seeking candidates for director, the Committee solicits suggestions from incumbent directors, management, stockholders and others. The Committee has authority under its charter to
+retain a search firm for this purpose. If the Committee believes a candidate would be a valuable addition to the Board of Directors, it recommends his or her candidacy to the full Board of Directors. 
+The
+Committee will consider suggestions by stockholders of possible future nominees. No such suggestions were received during 2004 from a beneficial owner of more than 5% of St. Mary's
+stock. Stockholder suggestions should be delivered on or before November 1 in any year before the next annual meeting. In addition, St. Mary's Bylaws permit stockholders to nominate directors
+for election at an annual meeting, provided that advance written notice of the nomination containing the information required under the Bylaws is received by the Secretary of St. Mary not less than
+75 days nor more than 105 days before the first anniversary date of the immediately preceding annual meeting. Accordingly, proper notice of a stockholder nomination for election as
+director at the 2006 annual meeting must be received by St. Mary between February 9, 2006 and March 11, 2006. 
+The
+proxies will be voted in favor of the nominees unless a contrary specification is made in the proxy. All nominees have consented to serve as directors of the Company if elected.
+However, if any nominee is unable to serve or for good cause will not serve as a director, the persons named in the proxy intend to vote in their discretion for a substitute who will be designated by
+the Board of Directors. 
+The Board of Directors recommends voting "FOR" electing the nominees. 
+3 
+NOMINEES FOR ELECTION AS DIRECTORS 
+Biographical information as of April 5, 2005, including principal occupation and business experience during the last five years, of each nominee for
+director is set forth below. Unless otherwise stated the principal occupation of each nominee has been the same for the past five years. 
+Director 
+Age 
+Since 
+Barbara M. Baumann is President of Cross Creek Energy Corporation which provides consulting services for oil and gas exploration and production companies. Ms. Baumann has held that
+position since July 2003. From 2001 to July 2003, Ms. Baumann was Executive Vice President of Associated Energy Managers LLC, an investment manager and general partner of a private equity energy fund specializing in oil and gas
+investments for institutional investors. From 1983 to 2001, Ms. Baumann was employed by BP Amoco and held a variety of financial and operational management positions, including Chief Financial Officer of an environmental remediation subsidiary,
+Vice President of the San Juan Business Unit and most recently as the Commercial Operations Manager of the Western Business Unit. 
+49 
+2002 
+Larry W. Bickle is Managing Director of Haddington Ventures, L.L.C., a private equity fund that invests in midstream energy companies and assets. Mr. Bickle has held that
+position since June 1997. From 1984 to 1997, Mr. Bickle was Chairman of the Board and Chief Executive Officer of TPC Corporation (NYSE:TPC) (formerly Tejas Power Corporation), a gas storage, transportation and marketing company that he
+founded. Mr. Bickle is also a Director of UniSource Energy Corporation (NYSE:UNS), the parent company for Tucson Electric Power Company. 
+59 
+1995 
+Thomas E. Congdon retired as Chairman of the Board of St. Mary in September 2002. Mr. Congdon served St. Mary as an officer for more than 36 years, including
+service as President and Chief Executive Officer from 1966 to 1995 and Chairman of the Board from 1992 to September 2002. Mr. Congdon is also a director, officer or general partner of a number of family corporations and partnerships that
+produce iron ore and agricultural products, manage marketable securities and conduct metals exploration. 
+78 
+1966 
+William J. Gardiner is Vice President and Chief Financial Officer of King Ranch, Inc., a privately held ranching and agricultural company that owns the historic 825,000 acre
+"King Ranch" in South Texas. Mr. Gardiner has held that position since 1996. Before joining King Ranch in 1996, Mr. Gardiner served as Executive Vice President and Chief Financial Officer of CRSS, Inc., an independent power producer.
+Mr. Gardiner was employed by CRSS for approximately 20 years. Mr. Gardiner was initially appointed as a director of St. Mary in connection with St. Mary's acquisition of King Ranch Energy, Inc. in 1999. 
+51 
+1999 
+Mark A. Hellerstein is Chairman of the Board, President and Chief Executive Officer of St. Mary. Mr. Hellerstein has served St. Mary as President since 1992, Chief
+Executive Officer since 1995, and was appointed Chairman of the Board in September 2002. 
+52 
+1992 
+4 
+John M. Seidl resigned on December 31, 2004 as Chief Program Officer, Environment, of the Gordon and Betty Moore Foundation, a private grant-making foundation, which seeks
+and funds education, scientific research, environmental and San Francisco Bay Area projects. Mr. Seidl held that position since June 2001. From 1994 to 1999, Mr. Seidl was Chairman of the Board, President and Chief Executive Officer of
+CellNet Data Systems, Inc., a provider of wireless data networks for automated reading of utility meters. In 2000, CellNet Data Systems filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code as part of an acquisition of its
+assets. From 1999 to 2002, Mr. Seidl was also a director of Iomega Corporation. Mr. Seidl's business career from 1978-1992 was in energy or energy related businesses. 
+66 
+1994 
+William D. Sullivan was with Anadarko Petroleum Corporation from 1981 to 2003. Mr. Sullivan resigned from Anadarko in August 2003 as Executive Vice President, Exploration
+and Production a position held since August 2001. Mr. Sullivan served as V.P., Operations—International, Gulf of Mexico, and Alaska in 2001, V.P.—International Operations from 1998 to 2000 and V.P.—Algeria from 1995 to
+1998. 
+48 
+N/A 
+STOCK SPLIT 
+On March 10, 2005, the Company announced that the Board of Directors approved a 2-for-1 stock split, to be effected in the form of
+a stock dividend. As a result, stockholders of record as of March 21, 2005 have been issued one additional share of St. Mary common stock for each share owned as of that date. The Board of
+Directors also approved maintaining the regular semi-annual dividend rate of $0.05 per share of common stock, which on a post-split basis would effectively double the current
+regular semi-annual dividend. 
+All share and per share amounts in this proxy have been presented on a post-split basis. 
+CORPORATE GOVERNANCE 
+Board of Directors 
+The Board is comprised of a majority of independent directors. The independent directors are Barbara M. Baumann, Larry W. Bickle, William J. Gardiner, John M.
+Seidl and William D. Sullivan. In its conclusions as to the independence of these directors, the Board considered past employment, remuneration, and any relationship with the Company. In making its
+determination as to the independence of the members of the Board of Directors, the Board considered the independence tests described in Section 303A.02 of the Corporate Governance Standards of
+the New York Stock Exchange's Listed Company Manual. 
+The
+Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee are each comprised solely of independent directors. The written charters for all
+three independent committees can be found on the Company's website at www.stmaryland.com together with the Company's Corporate Governance Guidelines,
+Code of Business Conduct and Ethics and Executive Committee Charter. The charter of the Audit Committee is attached to this Proxy as Exhibit A. The committee charters, the Corporate Governance
+Guidelines and the Code of Business Conduct and Ethics will be furnished in print to any stockholder who requests them. 
+Selection of Directors 
+The Corporate Governance Guidelines provide that the Nominating and Corporate Governance Committee shall be responsible for identifying and recommending Directors
+for nomination by the Board for election as members of the Board. Stockholders may nominate persons for election to the 
+5 
+Board
+in accordance with the Company's Bylaws. The Board will evaluate each potential nominee individually and in the context of the Board as a whole. In determining whether to recommend a Director
+for re-election, the Nominating and Corporate Governance Committee also considers the Director's past attendance at meetings and participation in and contributions to the activities of the
+Board. 
+Presiding Director at the Non-Management Directors' Executive Sessions 
+The Nominating and Corporate Governance Committee is comprised solely of independent directors. All non-management directors meet in executive session
+immediately before each regularly scheduled meeting of the Board of Directors. Mr. Seidl, as chairman of the Nominating and Corporate Governance Committee, presided at these executive sessions. 
+Communication with the Directors of the Company 
+The Board of Directors welcomes questions or comments about the Company and its operations. Those interested may contact the Board of Directors as a whole,
+non-management directors or any one or more specified individual directors by sending a letter to the intended recipients' attention in care of St. Mary Land & Exploration Company,
+Corporate Secretary, 1776 Lincoln Street, Suite 700, Denver, CO 80203. All such communications other than commercial advertisements will be forwarded to the appropriate director or directors
+for review. 
+BOARD AND COMMITTEE MEETINGS 
+The full Board of Directors met six times during 2004. All directors attended 100 percent of the Board meetings and committee meetings held during the
+directors' tenure on the Board and its committees. 
+It
+is the Company's policy that each director is expected to attend the Annual Meeting of Stockholders. Each director attended the 2004 Annual Meeting of Stockholders. 
+The
+Board has an Audit Committee, Nominating and Corporate Governance Committee, Compensation Committee and an Executive Committee. As noted previously, the Audit Committee, the
+Nominating and Corporate Governance Committee and the Compensation Committee are each comprised solely of independent directors. 
+Each
+of the committees and the entire Board evaluated its performance over 2004. The performance evaluations were supervised by the Nominating and Corporate Governance Committee and
+discussed by the full Board. 
+The
+following table sets forth the members of each committee, as of December 31, 2004, and the number of meetings held in 2004. 
+Name of Director 
+Audit 
+Committee 
+Nominating 
+and Corporate 
+Governance Committee 
+Compensation 
+Committee 
+Executive 
+Committee 
+Barbara M. Baumann 
+X 
+X 
+* 
+Larry W. Bickle 
+X 
+X 
+Ronald D. Boone 
+X 
+Thomas E. Congdon 
+X 
+William J. Gardiner 
+X 
+* 
+X 
+Mark A. Hellerstein 
+X 
+* 
+John M. Seidl 
+X 
+X 
+* 
+William D. Sullivan 
+X 
+X 
+Number of Meetings in 2004 
+10 
+4 
+6 
+3 
+* Chairperson
+6 
+The
+Audit Committee assists the Board in fulfilling its oversight responsibilities for financial reporting by the Company. Audit Committee members are prohibited from serving on more
+than three audit committees of public companies. We do not have any Audit Committee members that serve on any other company's audit committee. The Audit Committee is solely responsible for the
+engagement and discharge of independent auditors and reviews the quarterly and annual financial results. The committee reviews the audit plan and the results of the audit with the independent auditors
+and reviews the independence of the auditors, the range of audit fees, the scope and adequacy of St. Mary's system of internal accounting controls, and the Company's risk management policies. The
+Audit Committee is currently composed of three directors, each of whom is independent as defined by the NYSE listing standards. See the Audit Committee Report contained in this proxy statement. 
+The
+Board of Directors has determined that each of the current Audit Committee members is an audit committee financial expert as the term is defined by SEC rules. 
+The
+Nominating and Corporate Governance Committee's primary function is to nominate the individuals to be elected to the Board of Directors and to oversee all corporate governance
+policies of the Board of Directors. 
+The
+Compensation Committee's primary function is to oversee the administration of the Company's employee benefit plans and to establish the Company's compensation policies. The
+Compensation Committee recommends to the Board the compensation arrangements for senior management and directors, adoption of compensation plans in which officers and directors are eligible to
+participate, and the granting of equity based compensation or other benefits under compensation plans. See the "Report of the Compensation Committee on Executive Compensation" contained in this proxy
+statement. 
+The
+Executive Committee has the authority to act on behalf of the Board of Directors and the Company with respect to matters as to which it has been authorized to act by the Board of
+Directors, provided that such matters are not in conflict with the certificate of incorporation or Bylaws of the
+Company or applicable laws, regulations or rules or the listing standards of the New York Stock Exchange. 
+There
+are no arrangements or understandings between any director and any other person pursuant to which that director was or is to be elected. 
+DIRECTOR COMPENSATION 
+Employee directors do not receive additional compensation for serving on the Board of Directors or any committee. For service over the past year, each
+non-employee director received 2,400 shares of St. Mary common stock in 2004 for serving as a director and was paid $750 for each meeting attended. Non-employee directors
+serving on a committee were paid $600 for each committee meeting attended and $375 for telephonic meetings. Directors are reimbursed for expenses incurred in attending Board and committee meetings. 
+Members
+of the Board of Directors also participated in the Company's Stock Option Plan. In 2004, non-employee directors received a total number of options based on a formula.
+The formula considered the average salary of the CEO and COO of peer companies of St. Mary. The resultant average salary number was applied to the formula for granting options in order to determine
+the total number of options available to the non-employee directors. This resulting number of options was divided by six to determine the number of grants each non-employee
+director received. These options have an exercise price equal to the fair market value of St. Mary common stock on the date of grant and vest over a three-year period, except that the
+options of a director who retires after five years of service shall become fully vested upon retirement. For 2004, each non-employee director was granted, under this arrangement, an
+option to purchase 9,772 shares of St. Mary common stock at an exercise price of $20.87 per share. 
+7 
+SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 
+Common Stock —The following table shows beneficial ownership of shares of St. Mary common stock as
+known by the Company as of February 15, 2005, by all beneficial owners of more than 5% of the outstanding shares of St. Mary common stock, by each director, director nominee and by each of the
+executive officers named in the Summary Compensation Table, and all directors, director nominees and executive officers as a group: 
+Name and Address of Beneficial Owner 
+Shares 
+beneficially 
+owned excluding 
+options 
+Options 
+exercisable 
+within 60 days 
+of 2/20/2004 
+Total shares 
+beneficially owned(1) 
+Percent 
+beneficially 
+owned 
+Stockholders Owning More Than 5% 
+Neuberger Berman, Inc. 
+605 Third Avenue 
+New York City, NY 10158-3698 
+3,409,800 
+— 
+3,409,800 
+(2) 
+6.0 
+% 
+Artisan Partners Limited Partnership 
+875 East Wisconsin Avenue, Suite 800 
+Milwaukee, WI 53202 
+2,956,642 
+— 
+2,956,642 
+(3) 
+5.2 
+% 
+Harris Associates L.P. 
+Two North LaSalle Street, Suite 500 
+Chicago, IL 60602-3790 
+2,918,000 
+— 
+2,918,000 
+(4) 
+5.1 
+% 
+Name and Position of Beneficial Owner Directors and Executive Officers 
+Barbara M. Baumann, Director 
+7,400 
+28,004 
+35,404 
+0.1 
+% 
+Larry W. Bickle, Director 
+64,008 
+63,764 
+127,772 
+0.2 
+% 
+Ronald D. Boone, Director 
+19,804 
+266,162 
+285,966 
+0.5 
+% 
+Thomas E. Congdon, Director 
+(5)171,514 
+74,700 
+246,214 
+0.4 
+% 
+William J. Gardiner, Director 
+13,000 
+46,780 
+59,780 
+0.1 
+% 
+John M. Seidl, Director 
+13,000 
+63,764 
+76,764 
+0.1 
+% 
+William D. Sullivan, Director 
+6,400 
+2,442 
+8,842 
+<0.1 
+% 
+Mark A. Hellerstein, Chairman, 
+President, Chief Executive Officer and Director 
+(6)88,108 
+525,568 
+613,676 
+1.1 
+% 
+Douglas W. York, Executive Vice President 
+and Chief Operating Officer 
+12,496 
+181,788 
+194,284 
+0.3 
+% 
+Robert L. Nance, Senior Vice President 
+(7)684,998 
+184,526 
+869,524 
+1.5 
+% 
+Jerry R. Schuyler, Senior Vice President 
+and Regional Manager 
+— 
+20,000 
+20,000 
+<0.1 
+% 
+Kevin E. Willson, Senior Vice President—Mid 
+Continent Drilling and Production 
+10,674 
+92,800 
+103,474 
+0.2 
+% 
+All executive officers and directors as a group 
+(16 persons including those named above) 
+1,236,352 
+1,762,334 
+2,998,686 
+5.2 
+% 
+(1) According
+to SEC rules, beneficial ownership includes shares as to which the individual or entity has voting power or investment power and any shares which the individual has the
+right to acquire within 60 days of February 15, 2005, through the exercise of any stock option or other right.
+(2) According
+to a Statement on Schedule 13G filed by Neuberger Berman, Inc. and Neuberger Berman, LLC on February 14, 2005, by reason of advisory and other
+relationships with persons who own shares of St. Mary common stock Neuberger Berman, Inc. and Neuberger Berman, LLC may be deemed to be the beneficial owners of a total of 3,409,800 shares,
+with sole voting power 
+8 
+as
+to 2,800 shares, with shared voting power as to 2,653,400 shares, and shared dispositive power as to all shares. 
+(3) According
+to a Statement on Schedule 13G filed by Artisan Partners Limited Partnership on January 26, 2005, by reason of advisory and other relationships with persons
+who own shares of St. Mary common stock, Artisan Partners Limited Partnership may be deemed to be the beneficial owners of a total of 2,956,642 shares, with shared voting and dispositive powers as to
+all of such shares.
+(4) According
+to a Statement on Schedule 13G filed by Harris Associates L.P. and Harris Associates Inc. on February 9, 2005, by reason of advisory and other
+relationships with persons who own shares of St. Mary common stock, Harris Associates L.P. and Harris Associates Inc. as the general partner of Harris Associates L.P. may be deemed to be the
+beneficial owners of a total of 2,918,000 shares, with shared voting power as to all of such shares, shared dispositive power as to 2,900,000 shares, and sole dispositive power as to 18,000 shares.
+(5) Includes
+18,206 shares held of record by the spouse of Thomas E. Congdon as to which he may be deemed the beneficial owner. Thomas E. Congdon and members of his extended family own
+greater than 10 percent of the outstanding common stock of the Company. While no formal arrangements exist, these extended family members may be inclined to act in concert with
+Mr. Congdon on matters related to control of the Company or the approval of a significant transaction.
+(6) Includes
+3,400 shares held by Mr. Hellerstein's mother. Mr. Hellerstein may be deemed to have shared investment power with respect to such shares. Mr. Hellerstein
+has disclaimed any beneficial ownership of such shares.
+(7) Includes
+4,000 shares held of record by Ronan, Inc., a corporation controlled by Robert L. Nance, and 138,200 shares held by the spouse of Mr. Nance. 
+Restricted Stock Units— The Restricted Stock Plan was approved by the stockholders in May 2004. Grants under this plan
+are performance-based and are intended to replace grants of stock options under the option plans. Grants under this plan have been in the form of restricted stock units. Restricted stock units
+represent rights to shares of stock to be delivered upon settlement, subject to risk of forfeiture and cancellation. The restricted stock unit awards are automatically exchanged for common shares
+after three years following their issuance. The restricted stock units do not have voting rights, nor are they entitled to receive cash payments equal to any cash dividends and other
+distributions paid in cash on our common stock. The restricted stock unit awards vest 25% upon issuance and 25% on each of the next 3 anniversary dates. 
+The
+initial grant under this plan was made on June 30, 2004, whereby eligible executive officers and key employees were issued restricted stock units. On March 15, 2005,
+another issuance of restricted stock units was made under the Restricted Stock Plan. This issuance was reflective of the Company's performance over 2004. 
+9 
+The
+following table shows the number of restricted stock units owned by each of the executive officers named in the Summary Compensation Table set forth under the caption "Executive
+Compensation," and all executive officers as a group as of the date of the filing of this proxy: 
+June 30, 2004 
+Issuance 
+March 15, 2005 
+Issuance 
+Mark A. Hellerstein 
+29,456 
+7,900 
+Douglas W. York 
+16,940 
+8,498 
+Robert L. Nance 
+19,636 
+10,410 
+Jerry R. Schuyler 
+— 
+8,358 
+Kevin E. Willson 
+16,420 
+1,516 
+All executive officers, including those named above 
+103,654 
+43,006 
+EXECUTIVE COMPENSATION 
+In addition to salaries, the Company has granted stock options to executive management and selected other personnel. These individuals also participate with other
+members of management in a net profits interest bonus plan. All eligible employees may participate in the Company's performance based cash bonus plan and restricted stock plan. See the Report of the
+Compensation Committee on Executive Compensation contained in this proxy statement. 
+The
+following table sets forth the annual and long-term compensation received during each of the Company's last three years by the Chief Executive Officer and by the
+four other highest compensated executive officers of the Company during 2004. 
+10 
+SUMMARY COMPENSATION TABLE 
+Annual Compensation 
+Long Term Compensation Awards 
+Name and Principal Position 
+Year 
+Salary 
+Bonus 
+Other Annual 
+Compensation 
+(1) 
+Restricted 
+Stock 
+Awards(3) 
+Securities 
+Underlying 
+Options/SAP's 
+All Other 
+Compensation 
+(2) 
+Mark A. Hellerstein 
+President and Chief Executive Officer 
+2004 
+2003 
+2002 
+$ 
+371,833 
+359,000 
+330,000 
+$ 
+37,183 
+179,500 
+52,800 
+$ 
+1,385,704 
+1,640,948 
+724,243 
+$ 
+720,578 
+— 
+— 
+— 
+85,716 
+588,788 
+$ 
+12,650 
+25,631 
+22,913 
+Douglas W. York 
+Executive Vice President and Chief Operating Officer 
+2004 
+2003 
+2002 
+248,333 
+206,458 
+161,667 
+40,000 
+103,229 
+40,000 
+229,840 
+329,714 
+128,299 
+512,281 
+— 
+— 
+37,500 
+161,818 
+45,182 
+9,063 
+8,438 
+9,588 
+Robert T. Nance 
+Senior Vice President 
+2004 
+2003 
+2002 
+221,733 
+214,033 
+206,500 
+49,000 
+107,017 
+49,560 
+81,158 
+92,585 
+64,535 
+607,659 
+— 
+— 
+— 
+51,106 
+57,066 
+13,350 
+12,154 
+11,546 
+Jerry R. Schuyler 
+Senior Vice President and Regional Manager(4) 
+2004 
+2003 
+2002 
+187,333 
+15,417 
+— 
+39,340 
+7,708 
+— 
+— 
+— 
+— 
+206,861 
+— 
+— 
+— 
+— 
+— 
+10,848 
+1,275 
+— 
+Kevin R. Willson 
+Senior Vice President— 
+Mid-Continent Drilling and Production 
+2004 
+2003 
+2002 
+178,333 
+169,333 
+162,000 
+7,133 
+76,200 
+54,000 
+326,326 
+432,264 
+180,272 
+330,208 
+— 
+— 
+— 
+40,564 
+44,772 
+11,050 
+10,510 
+9,799 
+(1) Amounts
+consist of payments under the Net Profits Interest Bonus Plan. See Report of the Compensation Committee on Executive Compensation for a description of this plan.
+(2) Amounts
+consist of the Company's contribution to the 401(k) Savings Plan, holiday bonus and other miscellaneous cash payments.
+(3) Represents
+awards of restricted stock units issued in 2004, and restricted stock units issued in 2005 related to 2004 performance.
+(4) Mr. Schuyler
+was hired in December 2003. 
+Stock
+options granted to the Company's Chief Executive Officer and four highest compensated executive officers are set forth in the following two tables. All such stock options were
+granted pursuant to the Company's stock option plans described in this proxy statement. In May 2004, the Board of Directors amended the stock option plans to prohibit any repricing of
+outstanding options that would reduce the exercise price without stockholder approval. The issuance of stock options has been replaced by the issuance of restricted stock under a performance based
+plan. 
+11 
+2004 STOCK OPTION GRANTS 
+Individual Grants 
+Potential realizable value at assumed annual rates of stock price appreciation for option term 
+Percent of 
+total 
+options granted 
+to employees 
+in 2004 
+Name 
+Number of 
+options granted 
+Exercise price 
+per share 
+Expiration 
+date 
+5% 
+10% 
+Mark A. Hellerstein 
+— 
+— 
+N/A 
+N/A 
+$ 
+— 
+$ 
+— 
+Douglas W. York 
+37,500 
+(1) 
+100 
+% 
+$ 
+33.43 
+3/31/2014 
+394,199 
+998,978 
+Robert L. Nance 
+— 
+— 
+N/A 
+N/A 
+— 
+— 
+Jerry R. Schuyler 
+— 
+— 
+N/A 
+N/A 
+— 
+— 
+Kevin L. Willson 
+— 
+— 
+N/A 
+N/A 
+— 
+— 
+(1) Stock
+option granted effective March 15, 2004. This award was deemed a special award at the time of Mr. York's promotion to Executive Vice President. 
+AGGREGATED STOCK OPTION EXERCISES IN 2004 AND 
+DECEMBER 31, 2004 STOCK OPTION VALUE 
+Number of 
+unexercised options 
+held at 
+December 31, 2004 
+Value of unexercised 
+in-the-money 
+options at 
+December 31, 2004(1) 
+Name 
+Shares 
+Acquired 
+on exercise 
+Value 
+Realized 
+Exercisable 
+Unexercisable 
+Exercisable 
+Unexercisable 
+Mark A. Hellerstein 
+— 
+$ 
+— 
+525,564 
+367,868 
+$ 
+3,313,402 
+$ 
+3,347,779 
+Douglas W. York 
+— 
+— 
+178,038 
+148,414 
+1,665,788 
+1,007,350 
+Robert L. Nance 
+— 
+— 
+184,526 
+25,558 
+1,784,094 
+195,880 
+Jerry R. Schuyler 
+— 
+— 
+20,000 
+20,000 
+159,400 
+159,400 
+Kevin E. Willson 
+29,736 
+243,403 
+92,800 
+20,288 
+688,140 
+158,330 
+(1) On
+December 31, 2004, the last reported sales price of St. Mary common stock as quoted on the New York Stock Exchange (NYSE) was $20.87. 
+REPORT OF THE COMPENSATION COMMITTEE 
+ON EXECUTIVE COMPENSATION 
+The Compensation Committee of the Board of Directors has responsibility for reviewing, evaluating and recommending to the Board of Directors the director and
+officer compensation plans, policies and programs and for recommending to the Board the specific compensation arrangements for executive officers and directors. After consideration of the Compensation
+Committee's recommendations, the full Board of Directors reviews and approves the compensation of all elected officers, including the executive officers named in the Summary Compensation Table
+presented in this proxy, and also determines the compensation for the Board itself. 
+The
+Compensation Committee oversees the administration of the Company's executive compensation programs including programs for cash bonuses, stock compensation and the Net Profits
+Interest Bonus Plan. The Compensation Committee annually evaluates the chief executive officer's performance in light of goals and objectives previously established and recommends to the Board of
+Directors the chief executive officer's compensation based on such evaluation. The Compensation Committee also reviews the performance of the Company's pension and 401(k) plans with the
+Investment Review Committee. The Investment Review Committee is comprised of selected senior 
+12 
+management
+personnel. A representative from this committee meets with the Compensation Committee annually to discuss the results of the review performed with the plan trustees. 
+The
+goals of the Company's integrated management compensation programs include the following: 
+• To
+attract and retain talented management personnel;
+• To
+encourage management to obtain superior returns for St. Mary's stockholders;
+• To
+promote preservation and growth of the Company's income producing assets; and
+• To
+encourage ownership of shares of St. Mary common stock. 
+Salaries 
+In order to emphasize performance-based incentive compensation, base salaries of executive officers are targeted not to exceed the median salaries of similar
+officers in industry companies having a financial position and performance comparable to that of the Company. With the assistance and information from external consultants and based on survey data
+from the Company's industry peer group, the Compensation Committee determines the salary ranges for various positions. The Compensation Committee then reviews management's recommendations for
+executive officer salaries
+and the performance summaries on which they are based. The Compensation Committee makes final salary recommendations to the full Board of Directors based on officer experience, sustained performance
+and comparisons to peers both inside and outside the Company. 
+Incentive Compensation 
+The Company has established three incentive compensation plans. These have the potential to substantially increase annual compensation if the economic performance
+of the Company and the performance of the affected employees so warrants. These plans have certain specific objectives. 
+1. The
+Company has established a Cash Bonus Plan. Each year the Board of Directors evaluates the overall performance of the Company for the year as well as of the Company's
+individual regions, and with the assistance of the Compensation Committee, determines the total cash bonus available to be allocated to employees. The participation of each designee in the total
+allocated bonus is a function of overall, region and individual performance during the year. 
+2. The
+Restricted Stock Plan is intended to reward executive officers and key employees of the Company for long-term increases in the value of the Company's
+stock. The Company utilizes restricted stock unit awards as the stock-based incentive component of compensation. The annual grant of restricted stock unit awards is performance based and is based on
+the same basic formula as the Cash Bonus Plan. This formula only provides for a grant if the Company's measured performance for the preceding period exceeds certain defined criteria. 
+3. The
+Net Profits Interest Bonus Plan is designed to reward the contributions made by various personnel to the Company's financial success. Plan participants share in the
+net profits derived from all oil and gas activity for a calendar year, after payout to the Company of 100% of related costs and expenses. Specifically, after the Company has received cash flows
+returning 100% of all costs and expenses associated with a designated pool for a particular year, 10% of the future cash flow from those properties is distributed among the pool participants. This
+cash flow is distributed based on a portion of each participant's relative weighted salary, as well as on subjective individual performance criteria. After the Company has recovered 200% of the total
+costs and expenses for the pool, including prior distributions under the plan at the 10% level, 20% of the future net cash flow is distributed among pool participants based on the criteria outlined
+above. Acknowledging that senior management has the primary accountability for profitable operations and investments, the salaries of the president, the executive vice-president and
+certain other vice-presidents as deemed appropriate by the 
+13 
+Compensation
+Committee are weighted at 100% and the salaries of all other participants are weighted at two-thirds of actual base salary or less as well as on subjective individual and
+regional performance criteria. Payout with respect to a net profits pool established for a year will generally not occur until several years later, at which time payments to participants with
+respect to such early year pools commence. Because these payments are based on the performance of previous capital investments, they may not bear a direct relationship to the Company's performance in
+the actual year payouts are made. Payouts under the plan have begun as soon as two years from the end of the year in which the initial capital was spent, but typically begin approximately four
+to six years, following the year in which the initial capital investments take place. The amounts due and payable under the Net Profits Interest Bonus Plan are recognized as compensation
+expense in the period the net cash flows from oil and gas properties are earned by the Company. This treatment provides for a consistent matching of cash expense with net cash flows from the oil and
+gas properties in each respective pool of the Net Profits Interest Bonus Plan. 
+The
+committee's goal is that, over time, the combined amounts of compensation received by Company executives from the stock compensation plans and the Net Profits Interest Bonus Plan
+will approximate the value of stock-based compensation and other long-term incentives received by executives at peer companies in the oil and gas industry with similar financial position
+and performance to that of the Company. 
+Compensation of the Chief Executive Officer 
+The compensation of Mark A. Hellerstein, chairman of the Board of Directors, president and chief executive officer, consists of the same components and criteria
+as other executive officers, including base salary, cash bonus, restricted stock units and net profits interest bonus. His base salary is reviewed annually by the Compensation Committee and is
+targeted to approximate the median salary of the chief executive officers of industry companies having a financial position and performance comparable to that of the Company. A greater emphasis of
+Mr. Hellerstein's compensation is placed on an incentive
+pay tied to the Company's performance. Mr. Hellerstein's base salary in 2004 increased $12,833 or 3.6% over 2003. His total cash and net profits interest bonuses earned decreased by
+approximately $398,000 in 2004 compared with $1.8 million in 2003. This decrease is primarily because of the decreased cash bonus award and the decreased payout under the Net Profit Interests
+Bonus Plans as compared to prior years, resulting from natural declines in production. Because the Company met it corporate goals, Mr. Hellerstein was granted a $37,183 bonus under the
+cash bonus plan and 7,900 restricted stock units related to performance for 2004. Mr. Hellerstein was also granted 29,456 restricted stock units on June 30, 2004. This award was the
+initial grant of restricted stock from the Restricted Stock Plan. Awards under this plan replaced awards under the Company's stock option plans. The Company's total reserves increased to 659 Bcfe from
+594 Bcfe a year earlier through both drilling and acquisition growth. Production, however, decreased by 2% from 2003 to 2004. These items coupled with controlled cost increases and exceptionally
+strong commodity prices resulted in the Company achieving a reasonable increase in its net asset value per share. 
+A
+significant portion of Mr. Hellerstein's compensation is at risk. The annual cash bonus calculation contemplates payment percentages ranging from zero to 50% of base
+compensation and is determined based on the change in net asset value of the Company over the year. Additionally, a substantial portion of Mr. Hellerstein's total compensation is derived from
+payments made under the Net Profits Interest Bonus Plan. The plan is designed to align the interest of the stockholders with those of management in order to provide an incentive to management to
+deliver long-term value to the stockholders. Payouts under the plan begin only after the Company has recovered 100% of its capital investment, lease operating costs and production taxes.
+As a result, the amount invested in the properties, the performance of the properties, management's ability to control costs and the impact of commodity prices all have a direct impact on payouts
+under the plan. Payouts under the plan begin as 
+14 
+soon
+as two years, but typically begin approximately four to six years, following the initial capital investment. 
+Periodically,
+the Compensation Committee and the Board of Directors use an independent compensation consultant to compare St. Mary's executive compensation package to that of comparable
+peer companies in the oil and gas industry. The last such review conducted was in 2003, at which time the Company's compensation system was considered appropriate relative to its peer competitors,
+adjusted for the size and performance of St. Mary. 
+Conclusion 
+St. Mary's executive compensation is linked to individual and corporate performance and stock price appreciation. Compensation is set in comparison to similar
+industry companies. The Compensation Committee intends to continue the policy of linking executive compensation to individual and corporate
+performance, as well as to stockholder returns. The Committee also contends that there is merit in providing cash bonus incentives to key employees in a manner that is partially independent of the
+fluctuations in the business cycles of the oil and gas industry. 
+Barbara M. Baumann, Chairman 
+Larry W. Bickle 
+William D. Sullivan 
+April 8,
+2005 
+RETIREMENT PLANS 
+Pension Plan 
+The Company's Pension Plan is a qualified, non-contributory defined benefit plan which is available to substantially all employees. This plan was
+amended in 1994 to conform to the changes required by the Tax Reform Act of 1986 and to reduce the plan formula. The Company also has a supplemental pension plan for certain executive officers to
+provide for benefits in excess of Internal Revenue Code limits. 
+The
+qualified plan provides a benefit after 25 years of service equal to 35% of final average compensation, subject to Internal Revenue Code limits. Final average compensation is
+the average of the highest three consecutive years of the 10 years preceding termination of employment. For each named executive officer, the level of compensation used to determine
+benefits payable under the qualified pension plan is that officer's average of the base salaries (excluding bonus) shown in the Summary Compensation Table. 
+The
+supplemental plan provides executives hired before 1995, after completing 15 years of service and reaching age 65, a benefit equal to 40% of final average compensation plus
+37% of final average compensation integrated with the social security wage base without regard to compensation limitations provided under the qualified plan, less the benefit provided by the qualified
+plan. For executives hired after 1994, the supplemental benefit is calculated using the formula for the qualified plan without the limitation imposed by Section 415 of the Internal Revenue
+Code, less the benefit provided by the qualified plan. 
+15 
+The following table shows the estimated maximum annual benefits payable upon retirement at age 65 as a straight life annuity to participants in the pension plans for the indicated levels
+of average annual compensation and years of service. 
+Remuneration 
+Estimated annual pension 
+benefits for executives 
+hired before 1995 with > 
+15 years of service 
+Estimated annual pension 
+benefits for executives 
+hired after 1994 with > 
+25 years of service 
+$ 
+100,000 
+$ 
+60,350 
+$ 
+35,000 
+150,000 
+98,850 
+52,500 
+200,000 
+137,350 
+70,000 
+250,000 
+175,850 
+87,500 
+300,000 
+214,350 
+105,000 
+350,000 
+252,850 
+122,500 
+400,000 
+291,350 
+140,000 
+As
+of December 31, 2004, the named executive officers have the following years of credited service: 
+Mark A. Hellerstein 
+13 
+Douglas W. York 
+8 
+Robert L. Nance 
+6 
+Jerry R. Schuyler 
+1 
+Kevin E. Willson 
+9 
+401(k) Plan 
+The Company's 401(k) Profit Sharing Plan is a defined contribution pension plan subject to the Employee Retirement Income Security Act of 1974. The
+401(k) Plan allows eligible employees to contribute up to 60 percent of their income on a pre-tax basis through contributions to the 401(k) Plan. Contributions are
+limited to amounts determined by Internal Revenue Code regulations. The Company matches each employee's contributions up to six percent of the employee's pre-tax income. Company
+contributions vest over an employee's first five years of employment. 
+EQUITY COMPENSATION PLANS 
+St. Mary has a Restricted Stock Plan, Stock Option Plan, an Incentive Stock Option Plan, an Employee Stock Purchase Plan and a Non-Employee Director
+Stock Compensation Plan under which options and shares of St. Mary common stock are authorized for grant or issuance as compensation to eligible employees, consultants and members of the Board of
+Directors. Each of these plans has been approved by our stockholders. There are no equity compensation plans that are not approved by stockholders. In May 2003, the stock option plans were
+amended by the Board of Directors to prohibit any repricing of outstanding stock options to reduce the exercise price without stockholder approval. 
+16 
+The
+following table is a summary of the shares of common stock authorized for issuance under our equity compensation plans as of December 31, 2004. 
+Plan Category 
+Number of 
+securities to be 
+issued upon 
+exercise of 
+outstanding 
+options, warrants 
+and rights 
+Weighted- 
+average exercise 
+price of 
+outstanding 
+options, 
+warrants and 
+rights 
+Number of securities 
+remaining available 
+for future issuance 
+under equity 
+compensation plans 
+(excluding securities reflected 
+in column (a)) 
+(a) 
+(b) 
+(c) 
+Equity compensation plans approved by stockholders— 
+Stock Option Plans 
+5,705,350 
+$ 
+12.06 
+(1 
+) 
+Restricted Stock Plans 
+455,662 
+— 
+1,224,060 
+Employee Stock Purchase Plan 
+— 
+— 
+1,683,838 
+Non-Employee Director Stock Compensation Plan 
+— 
+— 
+34,800 
+Total 
+6,107,012 
+$ 
+11.16 
+2,942,698 
+(1) The
+number of securities remaining available for future issuance under the Stock Option Plans and the Restricted Stock Plan are an aggregate number of shares in the amount of
+1,224,060. There is only one pool of shares available for issuance under these three plans. 
+EMPLOYMENT AGREEMENTS AND TERMINATION OF 
+EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS 
+On September 1, 1991, St. Mary entered into an employment agreement with Mark A. Hellerstein. His current salary is $386,460 per year. Compensation is
+reviewed annually. Mr. Hellerstein participates in St. Mary's benefit plans and is entitled to bonuses and incentive compensation as determined by the Board of Directors. The agreement is
+terminable at any time upon 30 days' notice by either party. Upon termination of the agreement by St. Mary for any reason whatsoever (other than death, disability or misconduct by
+Mr. Hellerstein), St. Mary is obligated to continue to pay his compensation, including insurance benefits, for a period of one year. 
+St.
+Mary has established a change in control executive severance policy and entered into change of control severance agreements whereby certain officers of St. Mary, including the
+officers named in the Summary Compensation Table, are entitled to receive severance payments in the event that their employment is terminated within two and one-half years after a
+change in control of the Company (a) without "cause" by the Company or (b) for "good reason" by the officer (e.g. an adverse change in the officer's status after a change in control),
+each as defined in the agreements. The severance payments equal up to two and one-half years annual base salary, depending on the length of time employment continues after the
+change in control provided that in no event would the severance payments equal less than one year's annual base salary. In addition, all insurance and fringe benefits will be provided for a period of
+one year. 
+A
+change in control is defined to include (i) an acquisition of more than fifty percent of the common stock or assets of the Company in a reorganization, merger or consolidation
+of the Company or (ii) a change in more than fifty percent of the composition of the Board of Directors of the Company other than as a result of the election of new members of the Board of
+Directors by a vote of the incumbent members of the Board of Directors or by stockholders of the Company pursuant to the recommendation of the incumbent members of the Board of Directors. 
+17 
+PERFORMANCE GRAPH 
+The following performance graph compares the cumulative total stockholder return* on St. Mary's common stock for the period December 31, 1999 to
+December 31, 2004 with the cumulative total return of the Dow Jones U.S. Exploration and Production Broad Index, and the Standard & Poor's 500 Stock Index. The identities of the
+companies included in the index will be provided upon request. 
+COMPARE 5-YEAR CUMULATIVE TOTAL RETURN 
+AMONG ST. MARY LAND & EXPLORATION COMPANY, 
+DJ U.S. EXPLORATION & PRODUCTION AND S&P 500 INDEX 
+Assumes
+$100 invested on December 31, 1999, in St. Mary Land & Exploration Company, Dow Jones US Exploration & Production, and the Standard & Poor's 500 Stock Index. 
+*Total
+return assumes reinvestment of dividends. 
+December 31, 
+1999 
+2000 
+2001 
+2002 
+2003 
+2004 
+St. Mary Land & Exploration Company 
+$ 
+100.0 
+$ 
+270.8 
+$ 
+173.1 
+$ 
+205.0 
+$ 
+234.6 
+$ 
+344.6 
+Dow Jones US Exploration & Production 
+100.0 
+159.8 
+146.6 
+149.8 
+196.3 
+278.6 
+Standard & Poor's 500 Index 
+100.0 
+90.9 
+80.1 
+62.4 
+80.3 
+89.0 
+Total
+return data provided by CoreData Financial Information, Inc. 
+CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 
+Set forth below is a description of transactions entered into between St. Mary and certain of its officers and directors during the last fiscal year. Some of
+these transactions will continue in effect and may result in conflicts of interest between St. Mary and these individuals. Although these persons owe 
+18 
+fiduciary
+duties to St. Mary and its stockholders, we cannot assure you that conflicts of interest will always be resolved in favor of St. Mary. 
+As
+a result of their prior employment with another company with which St. Mary engaged in a number of transactions, Ronald D. Boone, a director of St. Mary, and two vice presidents of
+St. Mary own royalty interests in certain of St. Mary's properties, which were earned as part of the prior employer's employee benefit programs. One vice president also owns certain working interests
+through participation in acquisitions made by his former employer. Those persons have no royalty participation or working interest in any new St. Mary properties. 
+Mr. Boone
+also owns 25% of Princeton Energy LLC, which owns the oil and gas working interests that he acquired as a result of his prior employment. Although Mr. Boone does
+not manage this entity, he may participate in any investment decisions made by them. 
+St.
+Mary's Bylaws provide that no director, officer or employee may pursue for his or her own account a business or investment opportunity if he or she has obtained knowledge of such
+opportunity through his or her affiliation with the Company. In addition, no officer or employee of St. Mary may pursue for his or her own account an oil and gas opportunity as to which his or her
+knowledge of the opportunity was not obtained through his or her affiliation with the Company unless (a) with respect to an officer of St. Mary, the officer's pursuit of the opportunity has
+been approved by the Board of Directors and (b) with respect to a non-officer of St. Mary, the employee's pursuit of the opportunity has been approved by a senior officer of St.
+Mary with full knowledge of such opportunity. These restrictions do not apply to the acquisition of less than one percent of the publicly traded stock of another company. 
+OTHER MATTERS TO BE VOTED ON 
+Amendment to Certificate of Incorporation to Increase the Total Number of Authorized Shares of Common stock 
+The Company's certificate of incorporation currently authorizes the Company to issue up to 100,000,000 shares of common stock. There were 57,239,058 shares of
+common stock outstanding, net of 500,000 treasury shares as of April 8, 2005. In addition, the Company has reserved out of its authorized but unissued shares approximately 16,925,497 shares of
+common stock for possible future issuances under the Company's restricted stock plan, stock options plans, employees stock purchase plan, directors stock compensation plan and conversion rights
+attributable to the 5.75% Senior Convertible Notes due in 2022. The Company has also reserved additional shares of authorized but unissued common stock in connection with its shareholder rights plan
+adopted in July 1999. 
+On
+March 8, 2005, the Board of Directors approved an amendment to the Company's certificate of incorporation to increase the number of authorized shares of common stock to
+200,000,000 shares, subject to approval by the stockholders. This proposed doubling of the number of authorized shares of common stock in the certificate of incorporation is primarily a result of and
+an intended consequence of the two shares-for-one share stock split effected in the form of a stock dividend declared for stockholders of record as of March 21, 2005.
+Prior to approval of an amendment to the Company's certificate of incorporation, the Company has sufficient authorized shares to effect the stock split. While the Company has no present intention of
+issuing shares of common stock except as contemplated by the restricted stock plan, the stock options plans, the employee stock purchase plan, and/or the directors' stock compensation plan, the Board
+of Directors believe that having additional shares authorized for issuance under the certificate of incorporation will provide additional financial flexibility for possible future issuances of common
+stock for the acquisition of oil and gas properties or to raise cash through an equity issuance. Although the Company continuously evaluates opportunities and proposals in the marketplace for the
+acquisition of oil and gas properties and related financing transactions, the Company has no current plans, proposals or arrangements, written or otherwise, to 
+19 
+engage
+in any business or investment opportunity which would involve the issuance of shares of the Company's common stock in a transaction in which the Company's stockholders would not have an
+opportunity to vote upon the transaction. Any future issuances will remain subject to separate stockholder approval if required under Delaware corporate law and/or the New York Stock Exchange listing
+standards. 
+Although
+future issuances of common stock will be dilutive to existing stockholders with respect to their proportionate ownership of St. Mary, the Company expects that an issuance for
+cash would be made at fair value, subject to terms of issuance made for cash under the restricted stock plan, stock option plans and employee stock purchase plans. Any issuances for property
+acquisitions would be made under circumstances where the Company believes that it would be accretive to net asset value per share. There are no preemptive rights associated with the authorized shares
+of common stock. 
+The Board of Directors recommends voting "FOR" the amendment to Certificate of Incorporation to increase the total number of authorized shares of common stock to
+200,000,000 shares. 
+SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 
+Under U.S. securities laws, directors, executive officers and persons holding more than 10% of St. Mary common stock must report their initial ownership of the
+common stock and any changes in that ownership in reports which must be filed with the SEC and St. Mary. The SEC has designated specific deadlines for these reports, and St. Mary must identify in this
+proxy statement those persons who did not file these reports when due. 
+Based
+solely on a review of reports filed with the Company, all directors, executive officers and 10% owners timely filed all reports regarding transactions in the Company's securities
+required to be filed for 2004 by Section 16(a) under the Securities Exchange Act of 1934. 
+REPORT OF THE AUDIT COMMITTEE 
+The Audit Committee is appointed by the Board of Directors to assist the Board in fulfilling its oversight responsibilities with respect to (1) the
+integrity of the Company's financial statements and financial reporting process and systems of internal controls regarding finance, accounting and compliance with legal and regulatory requirements,
+(2) the qualifications, independence and performance of the Company's independent accountants, (3) the performance of the Company's internal audit function and (4) other matters
+as set forth in the charter of the Audit Committee approved by the Board of Directors and attached to this proxy statement as Annex A. 
+Management
+is responsible for the Company's financial statements and the financial reporting process, including the systems of internal controls and disclosure controls and procedures.
+The independent accountants are responsible for performing an independent audit of the Company's financial statements in accordance with generally accepted auditing standards and issuing a report
+thereon. The Audit Committee's responsibility is to monitor and oversee these processes. 
+In
+connection with these responsibilities, the Audit Committee reviewed and discussed the audited consolidated financial statements of the Company for the year ended December 31,
+2004, with management and the independent accountants. The Audit Committee also discussed with the independent accountants the matters required to be discussed by Statement on Auditing Standards
+No. 61, Communication with Audit Committees. In addition, the Audit Committee received the written disclosures and the letter from the independent accountants required by Independence Standards
+Board Standard No. 1, Independence Discussions with Audit Committees, and the Audit Committee discussed with the independent accountants that firm's independence. 
+Based
+on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements of the Company be
+included in 
+20 
+the
+Company's Annual Report on Form 10-K for the year ended December 31, 2004, for filing with the SEC. 
+THE AUDIT COMMITTEE 
+William J. Gardiner, Chairman 
+Barbara M. Baumann 
+John M. Seidl 
+April 8,
+2005 
+INDEPENDENT ACCOUNTANTS 
+To the knowledge of management, neither Deloitte & Touche LLP nor any of its members has any direct or material indirect financial interest in St. Mary nor
+any connection with St. Mary in any capacity other than as independent public accountants. A representative of Deloitte & Touche LLP is expected to be present at the annual meeting and will
+have an opportunity to make a statement if he desires to do so and to respond to appropriate questions. 
+The
+Company paid the following fees to the independent accountants for the audit of the consolidated financial statements and for other services provided in the years ended
+December 31, 2004 and 2003. All services and fees including tax service fees were pre-approved by the Audit Committee. 
+2004 
+2003 
+Audit Fees 
+$ 
+443,042 
+$ 
+130,000 
+Audit Related Fees 
+47,000 
+27,130 
+Tax Fees 
+14,266 
+26,757 
+All Other Fees, including financial systems Design and implementation 
+— 
+— 
+Total Fees 
+$ 
+504,308 
+$ 
+183,887 
+The
+significant increase in audit and audit-related fees over 2003 was due to approximately $305,000 of cost associated with Deloitte's audit of internal controls as required under the
+Sarbanes Oxley Act of 2002. Audit related fees were primarily related to the audit and review of St. Mary's employee benefit plans. The tax fees include basic compliance services and assistance with
+technical research. The Audit Committee has concluded that the provision of these non-audit services is compatible with maintaining the accountants' independence. 
+AUDIT COMMITTEE PRE-APPROVAL POLICY AND PROCEDURES 
+The charter of the Audit Committee provides that the Audit Committee shall approve the fees and any other significant compensation to be paid to the independent
+accountants, and shall approve in advance any non-audit services to be performed by the independent accountants. Such pre-approval requirement
+for non-audit services may be waived only if the non-audit services meet a de minimis exception allowed by law. Accordingly, it is the Audit Committee's
+policy that, prior to the engagement of the independent accountants, the Audit Committee shall review and pre-approve all audit and permissible non-audit services to be provided by the independent
+accountants (including the related fees and other terms of such services). 
+In
+connection with this policy, the following procedures are followed: (i) if applicable, each year the Audit Committee reviews and pre-approves a schedule of services and
+estimated fees for proposed audit and non-audit services to be provided by the independent accountants during the next annual audit cycle, which schedule is detailed as to the particular services to
+be performed by the independent 
+21 
+accountants;
+(ii) actual amounts paid to the independent accountants are monitored by financial management of the Company and reported to the Audit Committee; (iii) any services proposed
+to be provided by the independent accountants and the related fees that have not been pre-approved during the annual review by the Audit Committee must be pre-approved by the Audit Committee in
+advance of any work performed; and, (iv) incremental fees for previously approved services that are expected to exceed the previously approved fee estimate must also be pre-approved by the
+Audit Committee. 
+FUTURE STOCKHOLDER PROPOSALS 
+St. Mary must receive any St. Mary stockholder proposal for the annual meeting of stockholders in 2006 before November 1, 2005, for the proposal to be
+included in the St. Mary proxy statement and form of proxy for that meeting. St. Mary's Bylaws require that advance written notice in proper form of stockholder proposals for matters to be brought
+before an annual stockholders meeting be received by the Secretary of St. Mary not less than 75 days nor more than 105 days before the first anniversary date of the immediately preceding
+annual stockholders meeting. Accordingly, notice of stockholder proposals for the 2006 annual meeting must be received by St. Mary between February 9, 2006, and March 11, 2006. 
+OTHER MATTERS 
+Management does not know of any matters other than the election of directors and approval of the amendment to the Certificate of Incorporation to increase the
+number of authorized shares of common stock, to be brought before the annual meeting of stockholders. If any other matters not mentioned in this proxy statement are properly brought before the
+meeting, the individuals named in the enclosed proxy intend to use their discretionary voting authority under the proxy to vote the proxy in accordance with their best judgment on those matters. 
+By Order of the Board of Directors 
+David W. Honeyfield 
+V.P.—Finance, Secretary & Treasurer 
+April 8,
+2005 
+22 
+APPENDIX A 
+ST. MARY LAND & EXPLORATION COMPANY 
+CHARTER OF THE AUDIT COMMITTEE 
+OF THE BOARD OF DIRECTORS 
+As Amended by the Board of Directors on November 18, 2004 
+I. Audit Committee Purpose 
+The Audit Committee is appointed by the Board of Directors to assist the Board in fulfilling its oversight responsibilities with respect to: 
+• The
+integrity of the Company's financial statements and financial reporting process and systems of internal controls regarding finance, accounting and compliance with legal
+and regulatory requirements.
+• The
+qualifications, independence and performance of the Company's independent auditors.
+• The
+performance of the Company's internal audit function.
+• The
+Company's financial risk assessment and risk management policies.
+• The
+Company's compliance with legal and regulatory requirements relating to the above matters.
+• Establishing
+and maintaining an avenue of communication among the independent auditors, individuals performing the finance, accounting, financial reporting and internal
+audit functions, management and the Board of Directors. 
+The
+Audit Committee shall prepare an Audit Committee Report as required by the Securities and Exchange Commission ("SEC") to be included in the Company's annual proxy statement. 
+II. Audit Committee Authority 
+The Audit Committee has the authority to conduct any investigation and to take any other action appropriate to fulfill its responsibilities, and it shall have
+direct access to the independent auditors as well as to any person in the Company. The Audit Committee has the authority to retain, at the Company's expense, special independent legal, accounting and
+other advisers and experts it deems necessary to advise and assist the Committee in the performance of its responsibilities. The Company shall provide for appropriate funding, as determined by the
+Audit Committee, for the payment of compensation to any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest
+services for the Company, compensation to any advisers retained by the Audit Committee, and ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out
+its duties. 
+III. Audit Committee Composition and Meetings 
+The Audit Committee members shall meet the independence requirements of Section 10A(m)(3) of the Securities Exchange Act of 1934,
+Rule 10A-3(b)(1) of the SEC, the rules of the New York Stock Exchange and other applicable laws, rules and regulations. Each member of the Audit Committee shall also meet the
+financial literacy requirements of the New York Stock Exchange. The Audit Committee shall be comprised of at least three Directors appointed by the Board, each of whom shall be an independent
+nonexecutive Director without any relationship or activity which, in the opinion of the Board, would interfere with the exercise of his or her independent judgment in carrying out the responsibilities
+of a member of the Committee. All members of the Committee shall have a basic understanding of finance and be able to read and understand fundamental financial statements, and at 
+23 
+least
+one member of the Committee shall have accounting or related financial management expertise and experience as required by the rules of the New York Stock Exchange and shall qualify as an "audit
+committee financial expert" as defined under the rules of the SEC. No member of the Audit Committee shall simultaneously serve on the audit committees of more than two other public companies. 
+The
+Audit Committee members, including its Chair, shall be appointed by the Board. If an Audit Committee Chair is not designated or present, the members of the Committee may designate a
+Chair by majority vote of the Committee members. Members of the Audit Committee may be removed by action by a majority of the independent Directors of the Board. 
+The
+Committee shall meet at least four times annually, pursuant to an annual calendar of scheduled meetings with planned agenda items to be prepared and distributed each year to the
+members of the Committee, and more frequently as circumstances dictate. The Audit Committee Chair shall prepare an agenda in advance of each meeting. As circumstances dictate but at least twice
+annually the Committee shall meet privately in separate executive sessions with management, the senior internal audit executive and with the independent auditors to discuss any matters that the
+Committee or any of these groups believe should be discussed. 
+IV. Audit Committee Responsibilities and Duties 
+Review Procedures 
+1. Review
+and reassess the adequacy of this Charter at least annually. Submit amendments of the Charter to the Board of Directors for approval and include the Charter in the proxy
+statement for the election of Directors at least once every three years in accordance with applicable regulations.
+2. Review
+and discuss the Company's annual audited financial statements, including "Management's Discussion and Analysis of Financial Condition and Results of Operations," prior to their
+final completion and filing with the SEC. Review procedures should include discussions with financial management and the independent auditors of significant issues regarding accounting principles,
+practices and judgments.
+3. Review
+and discuss with financial management and the independent auditors the Company's quarterly financial statements, including "Management's Discussion and Analysis of Financial
+Condition and Results of Operations," prior to final completion and release of earnings. Discuss any significant changes to the Company's accounting principles, practices and judgments and any items
+required to be communicated by the independent auditors to the Committee in accordance with Statement on Auditing Standards ("SAS") No. 61, Communication with Audit
+Committees , as amended.
+4. Review
+and discuss with financial management and, to the extent necessary, the independent auditors earnings press releases and the type and presentation of information to be furnished
+in earnings press releases, including any pro forma or non-GAAP information, and financial information and earnings guidance provided to analysts and rating agencies.
+5. Review
+and discuss with financial management significant findings of the independent auditors and the internal auditors, including the status of previous recommendations, together with
+management's responses thereto.
+6. In
+consultation with financial management, the independent auditors and internal auditors, review and discuss the integrity of the Company's procedures for financial reporting and
+internal system of audit and financial and accounting controls, including review and approve an annual report of financial management on the foregoing. 
+24 
+7. Review
+and discuss with management the Company's risk assessment and risk management guidelines and policies with respect to the Company's significant financial risk exposures, and the
+steps management has taken as well as the specific guidelines and policies which have been established to monitor, control, mitigate and report such exposures. Such review and discussion shall cover
+the Company's hedging arrangements and insurance coverage as appropriate. 
+Independent Auditors 
+8. The
+Audit Committee shall be directly and solely responsible for the appointment, compensation, retention and oversight of the work of any registered public accounting firm engaged by
+the Company (including resolution of any disagreements between management and the auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other
+audit, review or attest services for the Company, and each such registered public accounting firm shall have a reporting relationship directly with the Audit Committee. The independent auditors shall
+be accountable to the Audit Committee and the Board of Directors. The Audit Committee, in conjunction with the Company's financial management and internal control personnel, shall review and evaluate
+the qualifications, independence and performance of the independent auditors. Such review and evaluation shall include a review and evaluation of the lead partner of the independent auditor, and the
+Audit Committee shall monitor the regular rotation of the lead audit partner as required by law and shall periodically consider whether, in order to ensure continuing auditor independence, there
+should be regular rotation of the audit firm itself. The Audit Committee shall present its conclusions with respect to the independent auditor to the Board.
+9. The
+Audit Committee shall approve the fees and any other significant compensation to be paid to the independent auditors. The Audit Committee shall approve in advance any
+non-audit services to be performed by the auditors, which non-audit services shall be permissible under law and not impair the independence of the auditors. Such
+pre-approval requirement shall be waived only if the non-audit services meet a de minimis exception allowed by law.
+10. The
+Audit Committee shall take appropriate action to oversee the independence of the auditors. On at least an annual basis, the Committee shall review and discuss with the independent
+auditors the auditors' independence and all significant services performed for and all relationships they have with the Company that could bear on the auditors' independence. The Committee shall
+annually receive from the independent auditors a formal written statement delineating all relationships between the auditors and the Company and a letter confirming that in the auditors' professional
+judgment they are independent of the Company, as required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees.
+11. Review
+and approve the independent auditors' engagement letter and audit plan and with respect to the audit discuss with the auditors their scope, staffing, locations, reliance upon
+management and internal audit, and the general audit approach.
+12. Review
+and discuss with the independent auditors (a) significant issues regarding the Company's financial reporting, accounting standards and principles and financial statement
+presentations, including any significant changes in the Company's selection or application of accounting standards or principles, (b) the key accounting analyses and decisions affecting the
+Company's financial statements, including all critical accounting policies and practices to be used, and any analyses prepared by the independent auditors or management setting forth significant
+financial reporting issues and judgments made in connection with the preparation 
+25 
+of
+the financial statements and the rationale for the decisions made, (c) all alternative disclosures and treatments within GAAP for policies and practices related to material items that have
+been discussed with management, including the effects on the financial statements and other ramifications of the use of such alternative disclosures and treatments and the treatment preferred by the
+independent auditors, (d) any significant issues as to the adequacy of the Company's internal controls and any special audit steps adopted in light of any material control deficiencies,
+(e) the effect of regulatory and accounting initiatives and (f) any audit problems or difficulties encountered and management's response thereto, including any difficulties the auditor
+encountered in the course of their audit work with respect to any restrictions on the scope of the independent auditor's activities or on access to requested information, and any significant
+disagreements with management. In addition, the Audit Committee shall review with the auditor any other material written communications between the auditor and management, such as any management
+letter or schedule of any accounting adjustments that were noted or proposed by the auditor but were not made (due to immateriality or otherwise), and any communications between the audit team and the
+audit firm's national office with respect to auditing or accounting issues presented by the engagement. 
+13. Review
+and discuss at least annually a report from the independent auditors on the auditing firm's internal quality-control procedures, any material issues raised within the preceding
+five years by the auditors' internal quality-control reviews, by peer reviews of the auditors or by any governmental, professional or other inquiry or investigation relating to any audit
+conducted by the auditors. The Committee shall also review and discuss steps taken by the auditors to address any such issues in any of the foregoing reviews, inquiries or investigations.
+14. Establish
+policies with respect to the Company's hiring of employees or former employees of the independent auditors.
+15. Terminate
+and replace the independent auditors when determined appropriate solely by the Audit Committee. 
+Internal Auditors 
+16. The
+internal auditors shall be responsible to senior management, but have a reporting relationship directly with the Audit Committee with respect to internal audit matters. Changes in
+the senior internal audit executive shall be subject to Audit Committee approval. The Audit Committee, in conjunction with the Company's financial management, shall review and evaluate the performance
+of the internal audit function, which function shall provide management and the Audit Committee with ongoing assessments of the Company's risk management processes and system of internal control.
+17. Review
+and approve the internal audit plan, scope, responsibilities, budget, staffing, procedures, locations and general internal audit approach.
+18. Review
+and discuss the organizational structure of the internal audit function and the qualifications of internal audit personnel, as needed.
+19. Review
+and discuss the appointment, performance and replacement of the senior internal audit executive. 
+Legal Compliance 
+20. On
+at least an annual basis, review with the Company's general counsel any legal matters that could have a significant impact on the Company's financial statements, the Company's 
+26 
+compliance
+with applicable laws and regulations and any inquiries with respect thereto received from regulators or governmental agencies. 
+Other Audit Committee Responsibilities 
+21. Based
+on the review and discussion of the audited financial statements with management and with the independent auditors, and on the discussion with the independent auditors of the
+matters required to be discussed by SAS No. 61 and the independent auditors' independence, recommend to the Board of Directors that the audited financial statements be included in the Company's
+Annual Report on Form 10-K for filing with the SEC.
+22. Review
+and discuss with management and the Company's independent engineers the annual evaluation of the Company's oil and gas reserves.
+23. Review
+and discuss with financial management and the independent auditors any off-balance sheet transactions, and the effect of any off-balance sheet
+structures on the financial statements of the Company.
+24. Review
+and approve all related party transactions of the Company.
+25. Establish
+procedures for the receipt, retention and treatment of any complaints received by the Company regarding accounting, internal accounting controls or auditing matters of the
+Company, and the confidential, anonymous submission by employees of the Company of any concerns regarding accounting or auditing matters.
+26. Review
+and discuss with management certifications provided by management with respect to financial reports filed by the Company with the SEC and the processes utilized therefor.
+27. Prepare
+the Audit Committee Report required by SEC rules to be included in the Company's annual proxy statement.
+28. Cause
+all required corrective actions to be taken with respect to the matters and activities described in this Charter.
+29. Perform
+any other activities consistent with this Charter, the Company's Bylaws or governing laws and regulations as the Committee or the Board deems necessary or appropriate.
+30. Maintain
+minutes of meetings and regularly report to the Board of Directors on significant results of the activities described in this Charter.
+31. Present
+to the Board of Directors annually an evaluation of the performance of the Audit Committee. 
+While
+the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the
+Company's financial statements are complete and accurate and are in accordance with GAAP. That is the responsibility of management and the independent auditors. It is also not the duty of the Audit
+Committee to conduct all investigations, other than those contemplated by this Charter, or to ensure compliance with all laws and regulations. 
+This
+Charter shall be amended as appropriate to comply with all applicable requirements of laws and regulations of the SEC and the New York Stock Exchange. 
+27 
+[ ] 
+Mark this box with an X if you have made changes to your name or address details above. 
+Annual Meeting Proxy Card 
+A Election of Directors PLEASE REFER TO THE REVERSE SIDE FOR INTERNET AND TELEPHONE
+VOTING INSTRUCTIONS. 
+The St. Mary Land & Exploration Board of Directors recommends a vote "FOR" the listed nominees. 
+1. The Nominating and Corporate Governance Committee of the Board of Directors has nominated the following seven persons to stand for election as directors. As of the date of the accompanying proxy statement, no one has been
+nominated to serve as director other than the nominees listed below. 
+01 - Barbara M. Baumann, 02 - Larry W. Bickle 
+03 - Thomas E. Congdon, 
+04 - William J. Gardiner, 05 - Mark A. Hellerstein 
+06 - John M. Seidl, 07 - William D. Sullivan 
+[ ] For all nominees listed 
+[ ] Withhold authority to vote for all nominees listed 
+[ ] For All Except: To withhold authority to vote for any individual nominee, write that nominee's name in the following space: 
+B Approval of Amendment to the Certificate of Incorporation 
+The St. Mary Land & Exploration Board of Directors recommends a vote "FOR" this proposal. 
+2. The proposal to approve an amendment of the certificate of incorporation to increase the number of authorized shares of common stock from 100,000,000 to 200,000,000. 
+For 
+[ ] 
+Against 
+[ ] 
+Abstain 
+[ ] 
+C Authorized Signatures - Sign Here - This section must be completed for your instructions to be executed. 
+NOTE:
+Please sign your name(s) EXACTLY as your name(s) appear(s) on this proxy. All joint holders must sign. When signing as attorney, trustee, executor, administrator, guardian or corporate officer,
+please provide your FULL title. 
+Signature 1 - Please keep signature within the box 
+Signature 2 - Please keep signature within the box 
+Date (mm/dd/yyyy) 
+Proxy—St. Mary Land & Exploration Company 
+1776 Lincoln Street, Suite 700 
+Denver, Colorado 80203 
+This Proxy is Solicited on Behalf of the Board of Directors For the Annual Meeting of Stockholders on May 25, 2005 
+The undersigned hereby appoints Mark A. Hellerstein and David W. Honeyfield, or either of them, each with the power to appoint his substitute, as proxies for the undersigned to
+vote all shares of St. Mary Land & Exploration Company common stock which the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held on May 25, 2005, and at any reconvened
+meeting after any adjournment thereof, as directed on the matters referred to on the reverse side and at their discretion on any other matters that may properly be presented at the meeting. 
+This
+proxy when properly executed will be voted in the manner directed by the undersigned stockholder. If this proxy is properly executed but no voting direction is given, this proxy will be voted
+"For" all director nominees listed on this proxy and the approval of the amendment to the certificate of incorporation. 
+This
+proxy also confers discretionary authority to the proxies to vote on any other matters that may properly be presented at the meeting. As of the date of the accompanying proxy statement, St. Mary
+management did not know of any other matters to be presented at the meeting. If any other matters are properly presented at the meeting, this proxy will be voted in accordance with the recommendations
+of St. Mary management. 
+Internet and Telephone Voting Instructions 
+You can vote by telephone OR Internet! Available 24 hours a day 7 days a week! 
+Your
+telephone or Internet vote authorizes the named proxies in the same manner as if you marked, signed and dated your proxy card and returned it in the envelope provided. The telephone and Internet
+voting procedures are designed to ensure that proxies are handled properly under Delaware law by authenticating votes cast by use of a PIN and allowing you to confirm that your instructions have been
+properly recorded. 
+To vote using the Telephone (within U.S. and Canada) 
+To vote using the Internet 
+• Call toll free 1-866-516-0981 in the United States or Canada any time on a touch tone telephone. There is NO CHARGE to you for the call. 
+• Go to the following web site: 
+WWW.COMPUTERSHARE.COM/US/PROXY 
+• Follow the simple instructions provided by the recorded message. 
+• Enter the information requested on your computer screen and follow the simple instructions. 
+If you vote by telephone or the Internet, please DO NOT mail back this proxy card. 
+Proxies submitted by telephone or the Internet must be received by 5:30 p.m., Central Time on May 24, 2005. 
+THANK YOU FOR VOTING

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+CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 
+Set forth below is a description of transactions entered into between St. Mary and certain of its officers and directors during the last fiscal year. Some of
+these transactions will continue in effect and may result in conflicts of interest between St. Mary and these individuals. Although these persons owe 
+18 
+fiduciary
+duties to St. Mary and its stockholders, we cannot assure you that conflicts of interest will always be resolved in favor of St. Mary. 
+As
+a result of their prior employment with another company with which St. Mary engaged in a number of transactions, Ronald D. Boone, a director of St. Mary, and two vice presidents of
+St. Mary own royalty interests in certain of St. Mary's properties, which were earned as part of the prior employer's employee benefit programs. One vice president also owns certain working interests
+through participation in acquisitions made by his former employer. Those persons have no royalty participation or working interest in any new St. Mary properties. 
+Mr. Boone
+also owns 25% of Princeton Energy LLC, which owns the oil and gas working interests that he acquired as a result of his prior employment. Although Mr. Boone does
+not manage this entity, he may participate in any investment decisions made by them. 
+St.
+Mary's Bylaws provide that no director, officer or employee may pursue for his or her own account a business or investment opportunity if he or she has obtained knowledge of such
+opportunity through his or her affiliation with the Company. In addition, no officer or employee of St. Mary may pursue for his or her own account an oil and gas opportunity as to which his or her
+knowledge of the opportunity was not obtained through his or her affiliation with the Company unless (a) with respect to an officer of St. Mary, the officer's pursuit of the opportunity has
+been approved by the Board of Directors and (b) with respect to a non-officer of St. Mary, the employee's pursuit of the opportunity has been approved by a senior officer of St.
+Mary with full knowledge of such opportunity. These restrictions do not apply to the acquisition of less than one percent of the publicly traded stock of another company.

raw/proxies/0000893538/0001047469-06-004592/proxy_rpt.txt

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+CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 
+Set forth below is a description of a related transaction between St. Mary and one of its officers during the last fiscal year. Some of the aspects of this
+transaction will continue in effect and may result in conflicts of interest between St. Mary and the individual. Although the person owes a fiduciary duty to St. Mary and its stockholders, we cannot
+assure you that conflicts of interest will always be resolved in favor of St. Mary. 
+As
+a result of his employment with another company prior to 1995, with which St. Mary engaged in a number of transactions, Kevin E. Willson, an executive officer of St. Mary during 2005
+and the first quarter of 2006, owns royalty interests in a number of our properties, which were earned as part of the prior employer's employee benefit programs. 
+St.
+Mary's Bylaws provide that no director, officer, or employee may pursue for his or her own account a business or investment opportunity if he or she has obtained knowledge of such
+opportunity through his or her affiliation with the Company. In addition, no officer or employee of St. Mary may pursue for his or her own account an oil and gas opportunity as to which his or her
+knowledge of the opportunity was not obtained through his or her affiliation with the Company unless (a) with respect to an officer of St. Mary, the officer's pursuit of the opportunity has
+been approved by the Board of Directors and (b) with respect to a nonofficer of St. Mary, the employee's pursuit of the opportunity has been approved by a senior officer of St. Mary with full
+knowledge of such opportunity. These 
+26 
+restrictions
+do not apply to the acquisition of less than one percent of the publicly traded stock of another company.

raw/proxies/0000893538/0001047469-08-004190/proxy_rpt.txt

@@ -0,0 +1,33 @@
+CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 
+Policy on Transactions with Related Persons 
+The Company has adopted a written policy and procedures for the Audit Committee's review of any transaction, arrangement or relationship (including any
+indebtedness or guarantee of indebtedness) or series of similar transactions, arrangements or relationships in which (i) the Company is a participant, (ii) the aggregate amount involved
+will or may be expected to exceed $120,000, and (iii) a related person has or will have a direct or indirect material interest. For purposes of this policy, a "related person" means
+(i) any of our directors, executive officers or nominees for director, (ii) any stockholder that beneficially owns more than 5% of the Company's outstanding shares of common stock, and
+(iii) any immediate family member of the foregoing. The Audit Committee approves or ratifies only those transactions that it determines in good faith are in, or are not inconsistent with, the
+best interests of the Company and its stockholders. 
+In
+determining whether to approve or ratify a transaction, the Audit Committee takes into account the factors it deems appropriate, which may include, among others, the benefits to the
+Company, the availability of other sources for comparable products or services, the impact on a director's independence in the event the related person is a director, and the extent of the related
+person's interest in the transaction. The policy also provides for the delegation of its authority to the Chairman of the Audit Committee for any related person transaction requiring
+pre-approval or ratification between meetings of the Audit Committee. The Audit Committee reviews and assesses ongoing relationships with a related person on at least an annual basis to
+see that they are in compliance with the policy and remain appropriate. 
+In
+addition, St. Mary's By-Laws provide that no director, officer or employee may pursue for his or her own account a business or investment opportunity if he or she
+has obtained knowledge of such opportunity through his or her affiliation with the Company. In addition, no officer or employee of St. Mary may pursue for his or her own account an oil and gas
+opportunity as to which his or her knowledge of the opportunity was not obtained through his or her affiliation with the Company unless (a) with respect to an officer of St. Mary, the
+officer's pursuit of the opportunity has been approved by the Board of Directors and (b) with respect to a non-officer of St. Mary, the employee's pursuit of the opportunity
+has been approved by a senior officer of St. Mary with full knowledge of such opportunity. These restrictions do not apply to the acquisition of less than one percent of the publicly traded
+stock of another company. 
+Related Person Transactions 
+Set forth below is a description of a related transaction between St. Mary and one of its officers during the last fiscal year. Some of the aspects of this
+transaction will continue in effect and may result in conflicts of interest between St. Mary and the individual. We cannot assure you that conflicts of interest will always be resolved in favor
+of St. Mary. 
+57 
+As
+a result of interests acquired prior to any association with St. Mary, Robert L. Nance, an executive officer of St. Mary during 2007 who retired as an executive officer
+of St. Mary as of December 31, 2007, either personally or through Ronan, Inc., an entity in which he is a majority stockholder, owns working and overriding royalty interests in
+approximately 14 of the Company's oil and gas wells. Total revenues earned from these specific oil and gas properties by Mr. Nance and Ronan, Inc. in 2007, 2006, and 2005 are
+approximately $154,000, $206,000, and $238,000, respectively. The Audit Committee has reviewed this relationship and deemed this not to be in conflict with the Company's Policy and Procedures with
+Respect to Related Person Transactions, since the ownership was acquired prior to any relationship with St. Mary and because the amounts involved are not deemed significant to St. Mary
+as a whole.

raw/proxies/0000893538/0001047469-09-003833/proxy_rpt.txt

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+CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 
+Policy on Transactions with Related Persons 
+The Company has adopted a written policy and procedures for the Audit Committee's review of any transaction, arrangement, or
+relationship (including any indebtedness or guarantee of indebtedness) or series of similar transactions, arrangements, or relationships in which (i) the Company is a participant,
+(ii) the aggregate amount involved will or may be expected to exceed $120,000, and (iii) a related person has or will have a direct or indirect material interest. For purposes of this
+policy, a "related person" means (i) any of our directors, executive officers or nominees for director, (ii) any stockholder that beneficially owns more than five percent of the
+Company's outstanding shares of common stock, and (iii) any immediate family member of the foregoing. The Audit Committee approves or ratifies only those transactions that it determines in good
+faith are in, or are not inconsistent with, the best interests of the Company and its stockholders. 
+In
+determining whether to approve or ratify a transaction, the Audit Committee takes into account the factors it deems appropriate, which may include, among others, the benefits to the
+Company, the availability of other sources for comparable products or services, the impact on a director's independence in the event the related person is a director, and the extent of the related
+person's interest in the transaction. The policy also provides for the delegation of its authority to the Chairman of the Audit Committee for any related person transaction requiring
+pre-approval or ratification between meetings of the Audit Committee. The Audit Committee reviews and assesses ongoing relationships with a related person on at least an annual basis to
+see that they are in compliance with the policy and remain appropriate. 
+In
+addition, the By-Laws provide that no director, officer, or employee may pursue for his or her own account a business or investment opportunity if he or she has obtained
+knowledge of such opportunity through his or her affiliation with the Company. In addition, no officer or employee of St. Mary may pursue for his or her own account an oil and gas opportunity
+as to which his or her knowledge of the opportunity was not obtained through his or her affiliation with the Company unless (a) with respect to an officer of St. Mary, the officer's
+pursuit of the opportunity has been approved by the Board of Directors, and (b) with respect to a non-officer of St. Mary, the employee's pursuit of the opportunity has been
+approved by a senior officer of St. Mary with full knowledge of such opportunity. These restrictions do not apply to the acquisition of less than one percent of the publicly traded stock of
+another company. 
+Related Person Transactions 
+Set forth below is a description of a related transaction between St. Mary and one of its directors during the last fiscal year.
+Some of the aspects of this transaction will continue in effect and may result in conflicts of interest between St. Mary and the individual. We cannot assure you that conflicts of interest will
+always be resolved in favor of St. Mary. 
+Mr. Hellerstein,
+who currently serves as Chairman of the Board of Directors of St. Mary and is retiring from the Board of Directors effective at the annual meeting on
+May 20, 2009, is a participant in the NPP as a result of his prior service to the Company as an executive officer, including service as President from 1992 to June 2006 and Chief Executive
+Officer from 1995 to February 2007. As a result of Mr. Hellerstein's vested participation interests in the NPP arising from his prior service, the Company made NPP payments to
+Mr. Hellerstein during 2008 in the total amount of $6,172,098. The Audit Committee has reviewed this relationship and determined that it is not in conflict with the Company's Policies and
+Procedures with Respect to Related Person Transactions, since Mr. Hellerstein's NPP participation interests were awarded to him while he was an employee of St. Mary in order to provide
+for future incentive bonus compensation for his services as an executive officer. For a description of the NPP, please see the section entitled "Net Profits Interest Bonus Plan (NPP)" in the
+"Compensation Discussion and Analysis" section of this proxy statement. 
+54 
+Table of Contents

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+CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 
+Policies and Procedures on Transactions with Related Persons 
+The Company has adopted written policies and procedures for the Audit Committee's review of any transaction, arrangement, or
+relationship (including any indebtedness or guarantee of indebtedness) or series of similar transactions, arrangements, or relationships in which (i) the Company is a participant,
+(ii) the aggregate amount involved will or may be expected to exceed $120,000, and (iii) a related person has or will have a direct or indirect material interest. For purposes of this
+policy, a "related person" means (i) any of our directors, executive officers, or nominees for director, (ii) any stockholder that beneficially owns more than five percent of the
+Company's outstanding shares of common stock, and (iii) any immediate family member of the foregoing. The Audit Committee approves or ratifies only those transactions that it determines in good
+faith are in, or are not inconsistent with, the best interests of the Company and its stockholders. 
+In
+determining whether to approve or ratify a transaction, the Audit Committee takes into account the factors it deems appropriate, which may include, among others, the benefits to the
+Company, the availability of other sources for comparable products or services, the impact on a director's independence in the event the related person is a director, and the extent of the related
+person's interest in the transaction. The policy also provides for the delegation of its authority to the Chairman of the Audit Committee for any related person transaction requiring
+pre-approval or ratification between meetings of the Audit Committee. The Audit Committee reviews and assesses ongoing relationships with a related person on at least an annual basis to
+see that they are in compliance with the policy and remain appropriate. 
+In
+addition, the Company's By-Laws provide that a director, officer, or employee of the Company may not pursue for his or her own account a business or investment opportunity
+that he or she learned about through his or her affiliation with the Company. The By-Laws also provide that an officer or employee of St. Mary may not pursue for his or her own
+account an oil and gas opportunity that he or she independently learned about unless (a) with respect to an officer of St. Mary, the officer's pursuit of the opportunity has been
+approved by the Board of Directors, and (b) with respect to a non-officer of St. Mary, the employee's pursuit of the opportunity has been approved by a senior officer of
+St. Mary with full knowledge of that opportunity. These restrictions do not apply to the acquisition of less than one percent of the publicly traded stock of another company. 
+Related Person Transactions 
+Set forth below is a description of a related transaction between St. Mary and one of its directors during the last fiscal year.
+Some of the aspects of this transaction will continue in effect and may result in conflicts of interest between St. Mary and the individual. We cannot assure you that conflicts of interest will
+always be resolved in favor of St. Mary. 
+Mr. Hellerstein,
+who retired from the Board of Directors of St. Mary as of May 20, 2009, is a participant in the Net Profits Interest Bonus
+Plan ("NPP") as a result of his prior service to the Company as an executive officer, including service as President from 1992 to June 2006 and Chief Executive Officer from 1995 to
+February 2007. As a result of Mr. Hellerstein's vested participation interests in the NPP arising from his prior service, the Company made NPP payments to Mr. Hellerstein during
+2009 in the total amount of $2,364,053. The Audit Committee has reviewed this relationship and determined that it is not in conflict with the Company's Policies and Procedures with Respect to Related
+Person Transactions, since Mr. Hellerstein's NPP participation interests were awarded to him while he was an employee of St. Mary in order to provide for future incentive bonus
+compensation for his services as an executive officer. For a description of the NPP, please see the section entitled "Net Profits Interest Bonus Plan (NPP)" in the "Compensation Discussion and
+Analysis" section of this proxy statement. 
+16 
+Table of Contents

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+CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 
+Policies and Procedures on Transactions with Related Persons 
+We have adopted a Related Person Transactions Policy (the "Related Person Policy"), which sets forth the policies and procedures for
+the Audit Committee's review of any transaction, arrangement, or relationship (including any indebtedness or guarantee of indebtedness) or series of similar transactions, arrangements, or
+relationships in which (a) we are a participant, (b) the aggregate amount involved will or may be expected to exceed $120,000 per annum, and (c) a related person has or will have
+a direct or indirect material interest. For purposes of the Related Person Policy, a "related person" means (i) any of our directors, executive officers, or nominees for director,
+(ii) any stockholder that beneficially owns more than 5% of our outstanding shares of common stock, and (iii) any immediate family member of any of the foregoing. The Audit Committee
+approves or ratifies only those transactions that it determines in good faith are in, or are not inconsistent with, our best interests and the best interests of our stockholders. 
+In
+determining whether to approve or ratify a transaction with a related person, the Audit Committee takes into account the factors it deems appropriate, which may include, among others,
+the benefits to us, the availability of other sources for comparable products or services, the impact on a director's independence in the event the related person is a director, and the extent of the
+related person's interest in the transaction. The policy also provides for the delegation of Audit Committee authority to the Chair of the Audit Committee for any related person transaction requiring
+pre-approval or ratification between meetings of the Audit Committee. The Audit Committee reviews and assesses ongoing relationships with a related person on at least an annual basis to
+ensure that they are in compliance with the policy and remain appropriate. 
+In
+addition, our By-Laws provide that a director, officer, or employee of our company may not pursue for his or her own account a business or investment opportunity that he
+or she learned about through his or her affiliation with us. Our By-Laws also provide that our officers or employees may not pursue for his or her own account an oil and gas opportunity
+that he or she independently learned about unless (a) with respect to an officer, the officer's pursuit of the opportunity has been approved by the Board, and (b) with respect to a
+non-officer, the employee's pursuit of the opportunity has been approved by one of our senior officers with full knowledge of that opportunity. These restrictions do not apply to the
+acquisition of less than 1% of the publicly traded stock of another company. 
+11 
+Table of Contents 
+Related Person Transactions 
+We recognize that transactions with related persons may raise questions among stockholders regarding whether those transactions are
+consistent with our best interests and the best interests of our stockholders. It is our policy to enter into or ratify such transactions only when the Board, acting through the Audit Committee or as
+otherwise described herein, determines that the transaction in question is in, or is not inconsistent with, our best interests and the best interests of our stockholders, including but not limited to,
+situations where we may obtain products or services of a nature, quantity or quality, or on other terms, that are not readily available from alternate sources or when we provide products or services
+to related persons on an arm's length basis on terms comparable to those provided to unrelated third parties or on terms comparable to those provided to employees generally. Set forth below is a
+description of all transactions between our company and related persons since the beginning of January 1, 2011: 
+Mr. Quintana
+is the President, Chief Executive Officer, and a director of TESCO, which designs, manufactures, and delivers technology based solutions for the upstream energy industry, including
+oilfield drilling and completion technology, services, and equipment. We have an agreement with TESCO for its provision of services to us in connection with our drilling and completion operations.
+This agreement continues until canceled by either us or TESCO on 30 days advance written notice. Pursuant to this agreement, we are obligated to pay TESCO only for services actually performed
+or equipment delivered, as the case may be. This agreement does not require us to make any other payments to TESCO. Mr. Quintana does not have any direct or indirect interest in the
+transaction, other than as a result of serving as an executive officer and director of TESCO. Prior to 2010, the services provided by TESCO and the amounts we paid did not exceed the threshold amount
+for review under our Related Person Policy. In 2010, we paid TESCO $346,683 for any services rendered. In 2011, we paid TESCO $1,029,665 for services rendered. As of March 31, 2012, we had paid
+TESCO $172,495 for services rendered during 2012. In accordance with our Related Persons Transaction Policy, based upon these amounts, the Audit Committee reviewed the relationship between us and
+TESCO and determined that the relationship is in our best interests and the best interests of our stockholders. 
+12 
+Table of Contents

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+CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 
+Policies and Procedures on Transactions with Related Persons 
+Our Related Person Transactions Policy sets forth the policies and procedures for the Audit Committee's review of any transaction,
+arrangement, or relationship (including any indebtedness or guarantee of indebtedness) or series of similar transactions, arrangements, or relationships in which (a) we are a participant,
+(b) the aggregate amount involved will or may be expected to exceed $120,000 per annum, and (c) a related person has or will have a direct or indirect material interest. For purposes of
+our Related Person Transactions Policy, a "related person" means (i) any of our directors, executive officers, or nominees for director, (ii) any stockholder that beneficially owns more
+than 5% of our outstanding shares of common stock, and (iii) any immediate family member of any of the foregoing. The Audit Committee approves or ratifies only those transactions that it
+determines in good faith are in, or are not inconsistent with, our best interests and the best interests of our stockholders. 
+11 
+Table of Contents 
+In
+determining whether to approve or ratify a transaction with a related person, the Audit Committee takes into account the factors it deems appropriate, which may include, among
+others, the benefits to us, the availability of other sources for comparable products or services, the impact on a director's independence in the event the related person is a director, and the extent
+of the related person's interest in the transaction. The Audit Committee reviews and assesses ongoing relationships with a related person on at least an annual basis to ensure that they are in
+compliance with the policy and remain appropriate. 
+In
+addition, our By-Laws provide that a director, officer, or employee of our company may not pursue for his or her own account a business or investment opportunity that he or she
+learned about through his or her affiliation with us. These restrictions do not apply to the acquisition of less than 1% of the publicly traded stock of another company. 
+Related Person Transactions 
+We recognize that transactions with related persons may raise questions among stockholders regarding whether those transactions are
+consistent with our best interests and the best interests of our stockholders. It is our policy to enter into or ratify such transactions only when the Board, acting through the Audit Committee or as
+otherwise described herein, determines that the transaction in question is in, or is not inconsistent with, our best interests and the best interests of our stockholders. Such transactions include,
+but are not limited to, situations where we may obtain products or services of a nature, quantity or quality, or on other terms, that are not readily available from alternate sources, or when we
+obtain products or services from, or provide products or services to, related persons on an arm's length basis on terms comparable to those obtained from or provided to unrelated third parties or on
+terms comparable to those obtained from or provided to employees generally. The only transaction between our company and a related person since January 1, 2013, is our relationship with Tesco,
+which was referenced above. Mr. Quintana is the President, Chief Executive Officer, and a director of Tesco, which designs, manufactures, and delivers technology based solutions for the
+upstream energy industry, including oilfield drilling and completion technology, services, and equipment. We have an agreement with Tesco for its provision of equipment and services to us in
+connection with our drilling and completion operations. This agreement continues until canceled by either us or Tesco on 30 days advance written notice. Pursuant to this agreement, we are
+obligated to pay Tesco only for services actually performed or equipment provided, as the case may be, as requested by us from time to time. This agreement does not require us to make any other
+payments to Tesco, nor does it obligate us to use Tesco for any services or equipment. Mr. Quintana does not have any direct or indirect interest in the transaction, other than as a result of
+serving as an executive officer and director of Tesco. Mr. Quintana had no input in our selection of Tesco for equipment and services or the terms of our agreement with Tesco. Decisions to use
+Tesco are made by technical professionals supervising the relevant regional activity, based on their assessment of Tesco's equipment and services and related costs in comparison to other providers. In
+2013, we paid Tesco $758,327. The amount we paid Tesco during 2013 for equipment and services represented approximately 5% of the total amount paid by us to all service providers (including Tesco) for
+similar equipment and services during 2013. As of March 31, 2014, we had paid Tesco $165,493 for equipment and services rendered during 2014. In accordance with our Related Person Transactions
+Policy, the Audit Committee reviewed the relationship
+between us and Tesco and determined that the relationship is in our best interests and the best interests of our stockholders. 
+12 
+Table of Contents

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+DEF 14A
+1
+v07346def14a.htm
+DECKERS OUTDOOR CORPORATION
+def14a 
+SCHEDULE 14A INFORMATION 
+PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE 
+SECURITIES EXCHANGE ACT OF 1934 
+(AMENDMENT NO.___) 
+Filed by the Registrant x 
+Filed by a Party other than the Registrant o 
+Check the appropriate box:
+o 
+Preliminary Proxy Statement 
+x 
+Definitive Proxy Statement 
+o 
+Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) 
+o 
+Definitive Additional Materials 
+o 
+Soliciting Material Pursuant to §240.14a-12 
+DECKERS OUTDOOR CORPORATION 
+(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):
+x 
+Fee not 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: 
+DECKERS OUTDOOR CORPORATION 
+April 18, 2005
+Dear Stockholder:
+We cordially invite you to attend our 2005 Annual Meeting of
+Stockholders to be held at 9:00 a.m. on Friday,
+May 20, 2005 at the offices of Sheppard, Mullin, Richter
+and Hampton LLP, 800 Anacapa Street, Santa Barbara,
+California 93101. Enclosed are the Notice of Annual Meeting,
+Proxy Statement and a Proxy Card relating to the Annual Meeting
+which we urge you to read carefully. Also enclosed is the
+Company’s 2004 Annual Report to Stockholders on
+Form 10-K. Whether or not you expect to attend the Annual
+Meeting, please sign and date the enclosed Proxy Card and return
+it as promptly as possible to ensure that your shares will be
+voted. Properly executed Proxy Cards received by the Company
+prior to the Annual Meeting will be voted in accordance with the
+instructions indicated in such cards. Because mail delays occur
+frequently, it is important that the enclosed Proxy Card be
+returned well in advance of the meeting.
+ON BEHALF OF YOUR 
+BOARD OF DIRECTORS 
+DOUGLAS B. OTTO 
+Chairman of the Board 
+DECKERS OUTDOOR CORPORATION 
+495-A South Fairview Avenue, Goleta, California 93117 
+NOTICE OF ANNUAL MEETING OF STOCKHOLDERS 
+To be held May 20, 2005 
+TO THE STOCKHOLDERS OF
+DECKERS OUTDOOR CORPORATION
+Notice is hereby given that the Annual Meeting of Stockholders
+(the “Annual Meeting”) of Deckers Outdoor Corporation,
+a Delaware corporation (the “Company”), will be held
+at the offices of Sheppard, Mullin, Richter and Hampton LLP, 800
+Anacapa Street, Santa Barbara, California 93101, on Friday,
+May 20, 2005, beginning at 9:00 a.m., local time. The
+Annual Meeting will be held for the following purposes:
+1. To elect two (2) directors of the Company to serve
+as Class III directors until the Annual Meeting of
+Stockholders to be held in 2008. 
+2. To ratify the selection of KPMG LLP as the
+Company’s independent registered public accounting firm. 
+3. To transact such other business as may properly come
+before the meeting or any postponements or adjournments thereof. 
+The Board of Directors has fixed March 25, 2005 as the
+record date for the determination of stockholders entitled to
+notice of and to vote at the Annual Meeting and any
+postponements or adjournments thereof, and only stockholders of
+record at the close of business on that date are entitled to
+such notice and to vote, in person or by proxy, at the Annual
+Meeting.
+A list of stockholders entitled to vote at the Annual Meeting
+will be available at the offices of the Company for ten
+(10) days prior to the Annual Meeting.
+We hope that you will use this opportunity to take an active
+part in the affairs of the Company by voting on the business to
+come before the Annual Meeting either by executing and returning
+the enclosed Proxy Card or by casting your vote in person at the
+Annual Meeting.
+The Proxy Statement that accompanies this Notice contains
+additional information regarding the proposals to be considered
+at the meeting, and stockholders are encouraged to read it in
+its entirety.
+As set forth in the accompanying Proxy Statement, proxies are
+being solicited by and on behalf of the Board of Directors of
+the Company. All proposals set forth above are proposals of the
+Company. It is expected that these materials first will be
+mailed to stockholders on or about April 18, 2005.
+STOCKHOLDERS UNABLE TO ATTEND THE ANNUAL MEETING IN PERSON ARE
+REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY CARD AS PROMPTLY
+AS POSSIBLE. A STAMPED ENVELOPE IS ENCLOSED FOR YOUR
+CONVENIENCE. IF A STOCKHOLDER RECEIVES MORE THAN ONE PROXY CARD
+BECAUSE HE OR SHE OWNS SHARES REGISTERED IN DIFFERENT NAMES OR
+ADDRESSES, EACH PROXY CARD SHOULD BE COMPLETED AND RETURNED.
+BY ORDER OF THE BOARD OF DIRECTORS 
+DOUGLAS B. OTTO 
+Chairman of the Board 
+Goleta, California
+April 18, 2005
+DECKERS OUTDOOR CORPORATION 
+495-A South Fairview Avenue 
+Goleta, California 93117 
+ANNUAL MEETING OF STOCKHOLDERS 
+To be Held May 20, 2005 
+PROXY STATEMENT 
+This Proxy Statement is furnished in connection with the
+solicitation of proxies by the Board of Directors of Deckers
+Outdoor Corporation, a Delaware corporation (the
+“Company”), for use at the Annual Meeting of
+Stockholders (the “Annual Meeting”) to be held at
+9:00 a.m., local time, on May 20, 2005, at the offices
+of Sheppard, Mullin, Richter and Hampton LLP, 800 Anacapa
+Street, Santa Barbara, California 93101, and any
+continuations, postponements or adjournments thereof for the
+purposes set forth in the accompanying Notice of Annual Meeting.
+This Proxy Statement and the accompanying proxy card were first
+mailed to stockholders on or about April 18, 2005.
+Method of Voting 
+Stockholders can vote by proxy or by attending the Annual
+Meeting and voting in person. A proxy card (the
+“Proxy”) is enclosed. If you vote by means of the
+Proxy, the Proxy must be completed, signed and dated by you or
+your authorized representative. The completed Proxy may be
+returned in the postage-paid envelope provided, or by facsimile
+to the Inspector of Elections at (213) 553-9735. Douglas B.
+Otto and M. Scott Ash, the designated proxyholders (the
+“Proxyholders”), are members of the Company’s
+management. If you hold Common Stock in “street name,”
+you must either instruct your broker or nominee as to how to
+vote such shares or obtain a proxy, executed in your favor by
+your broker or nominee, to be able to vote at the Annual Meeting.
+If a Proxy is properly signed, dated and returned and is not
+revoked, the Proxy will be voted at the Annual Meeting in
+accordance with the stockholder’s instructions indicated on
+the Proxy. If no instructions are indicated on the Proxy, the
+Proxy will be voted “FOR” the nominees named herein
+for election as directors, “FOR” ratification of the
+selection of KPMG LLP as the Company’s independent
+registered public accounting firm, and in accordance with the
+recommendations of the Board of Directors upon such other
+business as may properly come before such meeting or any and all
+continuations, postponements or adjournments thereof.
+Record Date 
+March 25, 2005 has been fixed as the record date (the
+“Record Date”) for the determination of stockholders
+entitled to notice of and to vote at the Annual Meeting and any
+postponements or adjournments thereof. As of March 25,
+2005, there were outstanding 12,313,258 shares of the
+Company’s common stock, par value $.01 per share (the
+“Common Stock”). A majority of the shares of Common
+Stock entitled to vote, present in person or represented by
+proxy, will constitute a quorum at the meeting.
+Voting Rights 
+Each share of Common Stock issued and outstanding on the Record
+Date is entitled to one vote on any matter presented for
+consideration and action by the stockholders at the Annual
+Meeting. With respect to all matters, other than the election of
+the directors, the affirmative vote of a majority of shares of
+the Company’s Common Stock present in person or represented
+by proxy at the meeting and entitled to vote on the subject
+matter will be the act of the stockholders. The Company’s
+Certificate of Incorporation does not authorize cumulative
+voting in the election of directors. Directors will be elected
+by a plurality of the votes of the shares of the Company’s
+Common Stock present in person or represented by proxy and
+entitled to vote on the election of directors. An abstention on
+any proposal submitted to the stockholders, other than the
+election of directors, will be included in the number of votes
+cast on that proposal and, accordingly, will have the effect of
+a vote “AGAINST” the proposal.
+1
+With respect to brokers who are members of a stock exchange, the
+exchange rules generally require that when shares are registered
+in street or nominee name, its member brokers must receive
+specific instructions from the beneficial owners in order to
+vote on certain proposals. However, the exchange rules do not
+require specific instructions in order for a broker to vote on
+the election of the Class III directors and on ratification
+of the selection of the Company’s independent registered
+public accounting firm. If a member broker indicates on the
+proxy that such broker does not have discretionary authority as
+to certain shares to vote on any proposal that does require
+specific instructions, those shares will not be considered as
+present and entitled to vote with respect to that proposal, and
+accordingly will have the effect of reducing the number of
+affirmative votes needed to approve the proposal.
+Other Business 
+If any other matters are promptly presented for consideration at
+the Annual Meeting including, among other things, consideration
+of a motion to adjourn the meeting to another time or place in
+order to solicit additional proxies in favor of the nominee of
+the Board of Directors, the persons named as proxies and acting
+thereunder will have discretion to vote on these matters
+according to their best judgement to the same extent as the
+person delivering the proxy would be entitled to vote. At the
+date this Proxy Statement went to press, we did not anticipate
+any other matter would be raised at the Annual Meeting.
+Revocation of Proxy 
+A stockholder giving a proxy has the power to revoke it at any
+time before it is exercised by giving written notice of
+revocation to the Secretary of the Company, by executing a
+subsequent proxy, or by attending the Annual Meeting and voting
+in person. Subject to any such revocation, all shares
+represented by properly executed proxies will be voted in
+accordance with the specifications on the enclosed proxy card.
+2
+PROPOSAL NO. 1 
+ELECTION OF DIRECTORS 
+The Company’s Bylaws state that the Board of Directors
+shall consist of not less than one nor more than seven members.
+The specific number of Board members within this range is
+established by the Board of Directors and is currently set at
+five. There are currently five Board members and no vacancies.
+The Company’s Certificate of Incorporation provides that
+the Board shall be classified into three classes of directors,
+which classes serve staggered three-year terms. The Board
+currently consists of two directors for both Class I and
+Class III, and one Class II director. The current term
+of the Class I directors expires at the Annual Meeting of
+Stockholders to be held in 2006, the current term of the
+Class II director expires at the 2007 Annual Meeting of
+Stockholders, and the current term of the Class III
+directors expires at the May 20, 2005 Annual Meeting of
+Stockholders. The Board of Directors is proposing Douglas B.
+Otto and Gene E. Burleson, who are now serving as Class III
+directors, for re-election as Class III directors at the
+Annual Meeting. Each of the Class III directors elected at
+the Annual Meeting will serve until the Annual Meeting of
+Stockholders to be held in 2008, until such director’s
+successor has been duly elected and qualified or until such
+director has otherwise ceased to serve as a director. Each
+nominee has indicated his willingness to serve and, unless
+otherwise instructed, the Proxyholders will vote the Proxies
+received by them for the nominees of the Board. If any nominee
+is unable or unwilling to serve as a director at the time of the
+Annual Meeting or any adjournment or postponement thereof, the
+Proxies will be voted for such other nominee(s) as shall be
+designated by the current Board to fill any vacancy. The Company
+has no reason to believe that any nominee will be unable or
+unwilling to serve if elected as director. Voting shall take
+place for the two Class III directors, and the two nominees
+for election as Class III directors at the Annual Meeting
+who receive the highest number of affirmative votes, will be
+elected. The nominees have supplied the following background
+information to the Company:
+Director 
+Name 
+Age 
+Principal Occupation During the Last 5 Years of Experience 
+Since 
+Douglas B. Otto 
+53 
+Co-founder of the Company in 1973, and an executive officer
+since that time, Chairman of the Board since 1982, Chief
+Executive Officer from 1982 through April 10, 2005 and
+President from January 2003 to April 10, 2005, from March
+1999 through February 2000 and from 1982 through May 1998. He
+also served as Chief Financial Officer from June 1990 through
+December 1992. 
+1982 
+Gene E. Burleson 
+64 
+Director of Prospect Medical Holdings, Inc., a healthcare
+management services organization, since August 2004. Director of
+Nesco Industries, Inc., a manufacturer of medical products,
+since November 2004. Director for SunLink Health Systems, an
+operator of acute hospitals, since October 2003. Chairman of the
+Board of Alterra Healthcare Corporation, an operator of assisted
+living facilities, from January 2003 to December 2003 and member
+of its board of directors from January 1995 to December 2003.
+Chairman of the Board of Mariner Healthcare, Inc., a long-term
+healthcare provider, from January 1999 to May 2002.
+Mr. Burleson has served as a Director of the Company since
+1993. 
+1993 
+THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE 
+“FOR” THE ELECTION OF THE ABOVE NOMINEES. 
+None of the directors, nominees for director or executive
+officers were selected pursuant to any arrangement or
+understanding, other than with the directors and executive
+officers of the Company acting within their capacity as such.
+There are no family relationships among directors or executive
+officers of the Company.
+3
+MANAGEMENT 
+The directors and executive officers of the Company are set
+forth below. The following table includes information with
+respect to each director and executive officer of the Company.
+Class of 
+Name 
+Age 
+Position 
+Director 
+Douglas B. Otto 
+53 
+Chairman of the Board of Directors 
+III 
+Angel R. Martinez 
+49 
+Chief Executive Officer and President 
+Constance X. Rishwain 
+47 
+President of the UGG and Simple Divisions 
+Robert P. Orlando 
+52 
+President of the Teva Division 
+M. Scott Ash 
+40 
+Chief Financial Officer and Assistant Secretary 
+Patrick C. Devaney 
+50 
+Senior Vice President of Global Sourcing, Production and
+Development 
+Janice M. Howell 
+55 
+Vice President of Operations 
+John A. Kalinich 
+37 
+Vice President of Consumer Direct 
+Tracey A. Nelson 
+49 
+Vice President of Corporate Licensing 
+Gene E. Burleson 
+64 
+Director (1) 
+III 
+Rex A. Licklider 
+62 
+Director (1) 
+II 
+John M. Gibbons 
+56 
+Director (1) 
+I 
+Daniel L. Terheggen 
+54 
+Director 
+I 
+(1) 
+The Board of Directors has determined that each of these
+Directors is “independent” as that term is defined
+under Rule 4200 (a) (15 ) of the Nasdaq Stock Market. 
+Douglas B. Otto , co-founder of Deckers in 1973,
+has served as an executive officer and director since that time,
+as Chairman of the Board since 1982, as Chief Executive Officer
+from 1982 through April 10, 2005 and as President from
+January 2003 through April 10, 2005, from March 1999
+through February 2000 and from 1982 through May 1998. He also
+served as Chief Financial Officer from June 1990 through
+December 1992.
+Angel R. Martinez joined Deckers on April 11,
+2005 as Chief Executive Officer and President. Previously, he
+was Chief Executive Officer and Vice Chairman of Keen LLC, an
+outdoor footwear manufacturer, from January 2005 to March 2005,
+after serving as President and Chief Executive Officer from
+April 2003 to December 2004, and as an independent consultant
+since June 2001. Prior thereto he served as Executive Vice
+President and Chief Marketing Officer of Reebok International
+Ltd. (Reebok) and as Chief Executive Officer and President of
+The Rockport Company, a subsidiary of Reebok. Mr. Martinez
+has been a member of the Board of Directors of Tupperware
+Corporation since 1998.
+Constance X. Rishwain has been the President of
+the UGG and Simple Divisions since December 2002 after serving
+as Vice President, Brand Manager-Simple since January 2001, and
+Vice President, Brand Manager-UGG since April 1999. Previously,
+Ms. Rishwain held a variety of positions since joining us
+in January 1995, including Vice President of Domestic Sales for
+Teva, UGG and Simple from June 1999 to December 1999, Vice
+President of Sales — Western Division for Teva, UGG
+and Simple from December 1997 to June 1999 and Vice President
+Merchandising for Teva, UGG and Simple from January 1995 to
+December 1997. Before joining us, Ms. Rishwain held the
+position of Vice President of Merchandising and Marketing for
+Impo International Shoe Company from 1988 to 1994 and worked for
+Nine West from 1984 to 1988 in several capacities.
+Robert P. Orlando has been the President of the
+Teva Division since December 2002 and was the Vice
+President — Brand Manager of Teva from May 2000 until
+December 2002. Previously, Mr. Orlando worked for
+Adidas-Salomon North America where he was Vice President of
+Footwear and Apparel from 1999 to 2000 and Business Unit Manager
+from 1996 to 1999. He was President of Newport Outfitters, a
+footwear manufacturer, from 1994 to 1996.
+4
+M. Scott Ash has been our Chief Financial
+Officer since January 1997 and our Assistant Secretary since
+December 1999. He was our Controller from 1993 through 1996 and
+was our Secretary from March 1999 to December 1999. Prior to
+joining us, he was employed by Dole Food Company, Inc. from
+August 1992 to January 1993 as Manager of Corporate Reporting.
+Previously, he was a Senior Manager at KPMG LLP where he was
+employed from September 1986 to August 1992. Mr. Ash is a
+certified public accountant.
+Patrick C. Devaney has been our Senior Vice
+President of Global Sourcing, Production and Development since
+March 2000 and served as our Vice President of Global Sourcing,
+Production and Development from November 1997 to March 2000.
+Prior to joining us, Mr. Devaney was employed by Mizuno USA
+where he was Director of Global Footwear from February 1990 to
+June 1997 and was a Global Product/ Marketing Manager for Reebok
+International from 1985 to December 1989.
+Janice M. Howell has been our Vice President of
+Operations since December 2002, Director of Operations from
+November 1999 to December 2002 and Director of Human Resources
+and Administration from January 1992 to November 1999.
+Ms. Howell previously was employed at Wavefront
+Technologies, Inc., a computer graphics company, as Director of
+Human Resources and Administration from 1986 to 1991.
+John A. Kalinich has served as Vice President of
+Consumer Direct since November 2002, when he joined us in
+connection with our acquisition of the Teva Rights at that time.
+Mr. Kalinich served as the director appointed by Mark
+Thatcher as provided in the agreement between Mark Thatcher and
+us for our acquisition of the Teva Rights, from November 2002
+until June 2004. He is responsible for the protection of our
+worldwide intellectual property and the operation of the
+Internet websites for Teva, UGG and Simple. He also served as
+Director of Corporate Licensing for the Company from November
+2002 to August 2004. Prior to joining us, Mr. Kalinich was
+the Chief Operations Officer for Teva Sport Sandals, Inc. from
+January 1995 to November 2002. Previously, Mr. Kalinich was
+employed as an audit senior associate by Coopers &
+Lybrand LLP from July 1991 to January 1995. Mr. Kalinich is
+a certified public accountant.
+Tracey A. Nelson joined Deckers as Vice President
+of Corporate Licensing in August 2004. Ms. Nelson served as
+Global Leader of Licensing at Fila/ Sports Brands International
+from September 2003 to July 2004. She served as Vice President
+of Marketing at Echo Design Group from May 2000 to August 2003.
+She served as Vice President of Corporate Licensing at Nine West
+Group from February 1996 to April 2000 and in various licensing
+and marketing positions at Polo/ Ralph Lauren for the eight
+years prior.
+Gene E. Burleson has served as a director since
+September 1993. Mr. Burleson has also served as a director
+of Prospect Medical Holdings, Inc, a healthcare management
+services organization, since August 2004. In addition,
+Mr. Burleson has served as a director of Nesco Industries,
+Inc., a manufacturer of medical products, since November 2004,
+and a director for SunLink Health Systems, an operator of acute
+hospitals, since October 2003. He served as Chairman of the
+Board of Alterra Healthcare Corporation, an operator of assisted
+living facilities, from January 2003 to December 2003 and was a
+member of its board of directors from January 1995 to December
+2003. He served as Chairman of the Board of Mariner Healthcare,
+Inc., a long-term healthcare provider, from January 1999 to May
+2002.
+Rex A. Licklider has served as a director since
+September 1993. He has been Co-Chief Executive Officer and a
+director of The Sports Club Company, a publicly held developer
+and operator of health and fitness clubs, since February 2000
+and Vice Chairman since 1994. From February 1992 to January
+1993, Mr. Licklider was Chairman of the Board of Resurgens
+Communications Group, a long distance telecommunications
+company, and from 1975 until February 1992, Mr. Licklider
+was Chairman of the Board and Chief Executive Officer of Com
+Systems, Inc., a long distance telecommunications company that
+merged with Resurgens Communications Group in February 1992.
+John M. Gibbons has served as a director since
+July 2000. From June 2000 until February 2004, Mr. Gibbons
+was Vice Chairman of TMC Communications, Inc., a long distance,
+data and Internet services provider, and was its Chief Executive
+Officer from August 2001 until February 2004. From June 2000 to
+August 2001 he was President of TMC Communications, Inc. He has
+served as a director of National Technical Systems, Inc., a
+provider of integrated testing, certification, quality
+registration, systems evaluation and staffing services, since
+September 2004. Mr. Gibbons was Vice Chairman of Assisted
+Living Concepts,
+5
+Inc., a national provider of assisted living services, from
+March 2000 to December 2001. Previously, Mr. Gibbons was
+employed by The Sports Club Company where he was Chief Executive
+Officer and a director from July 1999 to February 2000 and was
+President and Chief Operating Officer from July 1995 to July
+1999.
+Daniel L. Terheggen has served as a director since
+September 2002. Mr. Terheggen was the co-founder and has
+been the Chief Executive Officer of BHPC Global Licensing, Inc.
+(“BHPC”), an international licensing and marketing
+firm, since April 1990. Mr. Terheggen has also been the
+owner of Consolidated Smart Systems, a provider of ancillary
+services to the multi-housing market throughout California,
+since June 1973.
+CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 
+Daniel L. Terheggen, a member of the Company’s Board of
+Directors, is the owner and Chief Executive Officer of BHPC
+Global Licensing, Inc. (“BHPC”). The Company paid BHPC
+an aggregate of approximately $168,000 for agency fees related
+to licensing of the Company’s products during 2004.
+INFORMATION ABOUT THE BOARD OF DIRECTORS AND 
+COMMITTEES OF THE BOARD OF DIRECTORS 
+Committees of the Board 
+The Company has an Audit Committee, a Compensation Committee and
+a Corporate Governance and Nominating Committee. Each member of
+these committees is “independent” as defined under the
+applicable rules of Nasdaq and the SEC, except as provided below.
+Audit Committee — The Board has a standing
+Audit Committee that (i) monitors the integrity of the
+Company’s financial reporting process and systems of
+internal controls regarding finance, accounting and legal
+compliance; (ii) monitors the independence and performance
+of the Company’s independent registered public accounting
+firm, and (iii) provides an avenue of communications among
+the independent registered public accounting firm, management
+and the Board of Directors. The Committee met seven times during
+2004. At the date of this Proxy Statement, Mr. Gibbons was
+Chairman of the Audit Committee and the Committee was comprised
+of Messrs. Burleson, Licklider and Gibbons. In February
+2005, the Audit Committee recommended, and the Board adopted, a
+revised charter for the Audit Committee, a copy of which is
+attached as Appendix A to this Proxy Statement. The Board
+has determined that Mr. Gibbons qualifies as an “audit
+committee financial expert” as defined under the rules of
+the SEC.
+Compensation Committee — The Board’s
+Compensation Committee (the “Compensation Committee”)
+(i) reviews and approves corporate goals and objectives
+relevant to compensation of the executive officers,
+(ii) evaluates the performance of the executive officers in
+light of those goals and objectives, (iii) determines and
+approves the compensation level of the executive officers based
+on this evaluation, and (iv) makes recommendations to the
+Board with respect to incentive-compensation plans and
+equity-based plans. The Compensation Committee also reviews and
+recommends to the Board any new compensation or retirement plans
+and administers the Company’s 1993 Employee Stock Incentive
+Plan (the “1993 Plan”) and the Company’s 1995
+Employee Stock Purchase Plan (the “Stock Purchase
+Plan”). The Committee met five times during 2004. At the
+date of this Proxy Statement, Mr. Burleson was Chairman of
+the Compensation Committee and the Committee was comprised of
+Messrs. Burleson, Licklider, Gibbons, and Terheggen.
+Mr. Terheggen is not “independent” as defined
+under the applicable rules of Nasdaq. The Company paid BHPC
+Global Licensing, Inc. an aggregate of approximately $168,000
+for agency fees related to licensing of the Company’s
+products during 2004. Mr. Terheggen is the owner and Chief
+Executive Officer of BHPC Global Licensing, Inc. However, in
+accordance with Nasdaq Rule 4350(c)(3)(C), the Compensation
+Committee is comprised of at least three members, and the Board
+has determined that Mr. Terheggen’s membership on the
+Compensation Committee is in the best interests of the Company
+and its stockholders because of his valuable experience and
+input. Mr. Terheggen will not serve as a
+“non-independent” member of the Compensation Committee
+for longer than two years.
+6
+Corporate Governance and Nominating Committee —
+The Board has a Corporate Governance and Nominating Committee
+(the “Corporate Governance Committee”) whose purpose
+is (i) develop and recommend to the Board a set of
+corporate governance principles applicable to the Company,
+(ii) recommend the director nominees to be selected by the
+Board for the next annual meeting of stockholders,
+(iii) identify individuals qualified to become Board
+members, consistent with criteria approved by the Board and
+(iv) oversee the evaluation of the Board and management.
+The Committee met three times during 2004. At the date of this
+Proxy Statement, Mr. Licklider was Chairman of the
+Corporate Governance Committee and the Committee was comprised
+of Messrs. Licklider, Burleson, Gibbons and Terheggen. For
+the reasons discussed above, Mr. Terheggen is not
+“independent” as defined under the applicable rules of
+Nasdaq because of his relationship with BHPC Global Licensing,
+Inc. However, in accordance with Nasdaq Rule 4350(c)(4)(C),
+the Corporate Governance Committee is comprised of at least
+three members, and the Board has determined that
+Mr. Terheggen’s membership on the Corporate Governance
+Committee is in the best interests of the Company and its
+stockholders because of his valuable experience and input.
+Mr. Terheggen will not serve as a
+“non-independent” member of the Corporate Governance
+Committee for longer than two years. In February 2005, the
+Corporate Governance Committee recommended, and the Board
+adopted, a revised charter for the Corporate Governance
+Committee, a copy of which is attached as Appendix B to
+this Proxy Statement.
+Nominating Procedures and Criteria 
+Among its functions, the Corporate Governance and Nominating
+Committee considers and approves nominees for election to the
+Board of Directors. In addition to the candidates proposed by
+the Board of Directors or identified by the committee, the
+committee considers candidates for director suggested by
+stockholders, provided such recommendations are made in
+accordance with the procedures set forth in the Bylaws and
+described under “Stockholder Proposals and Director
+Nominations for the 2006 Annual Meeting — Procedures
+for Stockholder Nominations”. Stockholder nominations that
+meet the criteria outlined below will receive the same
+consideration that the committee’s nominees receive.
+Essential criteria for all candidates considered by the
+Corporate Governance and Nominating Committee include the
+following: integrity and ethical behavior, maturity, management
+experience and expertise, independence and diversity of thought
+and broad business or professional experience, with an
+understanding of business and financial affairs, and the
+complexities of business organizations.
+In evaluating candidates for certain Board positions, the
+committee evaluates additional criteria, including the
+following: financial or accounting expertise; industry
+expertise; accomplishment in designing, marketing,
+manufacturing, distribution and licensing of footwear, apparel
+and accessories; business and other experience relevant to
+public companies of a size comparable to the Company; and
+experience in investment banking, commercial lending or other
+financing activities.
+In selecting nominees for the Board of Directors, the committee
+evaluates the general and specialized criteria set forth above,
+identifying the relevant specialized criteria prior to
+commencement of the recruitment process, considers previous
+performance if the candidate is a candidate for re-election, and
+generally considers the candidate’s ability to contribute
+to the success of the Company.
+The Board of Directors’ nominees for the Annual Meeting
+have been recommended by the Corporate Governance and Nominating
+Committee, as well as the full Board of Directors.
+Stockholders did not propose any candidates for election at the
+Meeting.
+Communications with Directors 
+You may communicate with the chair of our Audit Committee,
+Corporate Governance and Nominating Committee, or Compensation
+Committee, or with our independent directors as a group, by
+writing to any such person or group c/o the Secretary of
+the Company, at the Company’s office at 495-A South
+Fairview Avenue, Goleta, CA 93117.
+7
+Communications are distributed to the Board of Directors, or to
+any individual director, depending on the facts and
+circumstances described in the communication. In that regard,
+the Board of Directors has requested that certain items that are
+unrelated to the duties and responsibilities of the Board of
+Directors should be excluded, including the following: junk mail
+and mass mailings; product complaints; product inquiries; new
+product suggestions; resumes and other forms of job inquiries;
+surveys; and business solicitations or advertisements. In
+addition, material that is unduly hostile, threatening, illegal
+or similarly unsuitable will not be distributed, with the
+provision that any communication that is not distributed will be
+made available to any independent director upon request.
+Director Attendance 
+In 2004, the Company held five meetings of the Board of
+Directors. During 2004, all of the directors attended at least
+75% of the aggregate of the meetings of the Board and of the
+committees of which they were members.
+Director Compensation 
+Standard Compensation — Directors who are not
+employees of the Company or its subsidiaries (“Nonemployee
+Directors”) previously received an annual retainer for 2004
+paid as follows: (i) $11,000 in cash, or, at the option of
+a Nonemployee Director, exercised ten days prior to the start of
+each year, in Common Stock of the Company at a 20% discount off
+the price of the shares at the closing price at the beginning of
+the year; and (ii) 2,000 shares of the Common Stock of
+the Company per year. Additionally, Nonemployee Directors
+received $1,500 for each meeting of the Board and $1,000 for
+each separately scheduled committee meeting that they attended
+in 2004 plus reimbursement of any expenses they may incur with
+respect to such meetings.
+Beginning in 2005, Nonemployee Directors will receive an annual
+retainer of $20,000 in cash and 1,600 shares of Common
+Stock per year. Additionally, Nonemployee Directors will receive
+$1,500 for each meeting of the Board and each committee meeting
+that they attend plus reimbursement of any expenses they may
+incur with respect to such meetings. The Audit Committee
+Chairman receives an additional annual retainer fee of $12,000
+and the Committee Chairmen for the Compensation Committee and
+the Corporate Governance and Nominating Committee each receive
+an annual retainer fee of $4,000. Directors who are employees of
+the Company or its subsidiaries serve as directors without
+compensation.
+Stock Options — In 2004, Nonemployee Directors
+received additional compensation in the form of stock options
+granted automatically under the 1993 Stock Incentive Plan.
+Beginning in 2005, the Nonemployee Directors will no longer
+receive additional compensation in the form of stock options.
+8
+COMPENSATION OF EXECUTIVE OFFICERS 
+The following table sets forth for the years ended
+December 31, 2004, 2003 and 2002, the reportable
+compensation paid or awarded to the Chief Executive Officer and
+to each of the four other most highly compensated executive
+officers of the Company who were executive officers of the
+Company at December 31, 2004 and received compensation in
+excess of $100,000 in such year (the “Named Executive
+Officers”).
+Summary Compensation Table 
+Long-Term 
+Annual Compensation 
+Compensation 
+Nonvested 
+Securities 
+Stock 
+Underlying 
+All Other 
+Name and principal position 
+Year 
+Salary 
+Bonus 
+Award(s)($) 
+Options (#) 
+Compensation 
+Douglas B. Otto 
+2004 
+$ 
+345,000 
+$ 
+1,476,000 
+$ 
+376,000 
+(1) 
+— 
+$ 
+— 
+Chief Executive Officer and 
+2003 
+345,000 
+813,000 
+— 
+25,000 
+— 
+President(2) 
+2002 
+345,000 
+388,000 
+— 
+50,000 
+— 
+Constance X. Rishwain 
+2004 
+160,000 
+822,000 
+282,000 
+(1) 
+— 
+— 
+President of the UGG and 
+2003 
+160,000 
+639,000 
+— 
+20,000 
+— 
+Simple Divisions 
+2002 
+140,000 
+103,000 
+— 
+50,000 
+— 
+M. Scott Ash 
+2004 
+165,000 
+413,000 
+282,000 
+(1) 
+— 
+— 
+Chief Financial Officer 
+2003 
+146,000 
+204,000 
+— 
+20,000 
+— 
+2002 
+146,000 
+82,000 
+— 
+40,000 
+— 
+Patrick C. Devaney 
+2004 
+167,000 
+356,000 
+282,000 
+(1) 
+— 
+— 
+Senior Vice President of 
+2003 
+167,000 
+228,000 
+— 
+20,000 
+— 
+Global Sourcing, Production and Development 
+2002 
+167,000 
+52,000 
+— 
+40,000 
+— 
+Janice M. Howell 
+2004 
+125,000 
+271,000 
+188,000 
+(1) 
+— 
+— 
+Vice President of Operations 
+2003 
+110,000 
+153,000 
+— 
+12,500 
+— 
+2002 
+95,000 
+38,000 
+— 
+25,000 
+— 
+(1) 
+Represents the grant of nonvested stock units under which the
+executive has the right to receive shares of Common Stock,
+subject to vesting and target performance. The nonvested stock
+units were granted to the following executives: Douglas B. Otto
+(8,000 shares), Constance X. Rishwain (6,000 shares),
+M. Scott Ash (6,000 shares), Patrick C. Devaney
+(6,000 shares) and Janice M. Howell (4,000 shares).
+The stock awards vest 25% per quarter, beginning on
+March 31, 2008. The value set forth above is based on the
+closing price on December 31, 2004, which was $46.99. The
+value of the nonvested stock units on the date of grant was:
+Douglas B. Otto ($358,000), Constance X. Rishwain ($268,000), M.
+Scott Ash ($268,000) Patrick C. Devaney ($268,000) and Janice M.
+Howell ($179,000). The stock awards are not entitled to
+dividends or dividend equivalents. 
+(2) 
+Effective April 11, 2005, Mr. Angel Martinez succeeded
+Mr. Otto as Chief Executive Officer and President.
+Mr. Otto continues to be an executive officer and Chairman
+of the Board of Directors. 
+9
+Option Exercises and Holdings 
+None of the Named Executive Officers were granted any stock
+options during 2004.
+Aggregated Option Exercises in 2004 and 
+2004 Year-End Option Values 
+Number of Unexercised 
+Value of Unexercised 
+Options at 
+In-the-Money Options at 
+Shares 
+December 31, 2004 
+December 31, 2004 
+Acquired on 
+Value 
+Name 
+Exercise (#) 
+Realized 
+Exercisable 
+Unexercisable 
+Exercisable 
+Unexercisable 
+Douglas B. Otto 
+— 
+$ 
+— 
+325,000 
+55,000 
+$ 
+14,022,485 
+$ 
+2,137,150 
+Constance X. Rishwain 
+92,500 
+2,124,400 
+19,500 
+38,000 
+717,655 
+1,449,160 
+M. Scott Ash 
+110,000 
+2,644,285 
+52,000 
+38,000 
+2,031,780 
+1,450,670 
+Patrick C. Devaney 
+121,949 
+3,108,293 
+30,051 
+38,000 
+1,101,570 
+1,450,670 
+Janice M. Howell 
+35,243 
+1,008,705 
+12,157 
+22,100 
+447,725 
+835,711 
+Incentive Compensation Plans 
+The Company currently has two incentive compensation plans:
+(i) The 1993 Stock Incentive Plan (the “1993
+Plan”) and (ii) the 1995 Employee Stock Purchase Plan
+(the “1995 Plan”). The 1993 Plan provides for
+3,000,000 shares of Common Stock that are reserved for
+issuance to officers, directors, employees, and consultants of
+the Company. Awards to 1993 Plan participants are not restricted
+to any specified form and may include stock options, securities
+convertible into or redeemable for stock, stock appreciation
+rights, stock purchase warrants, or other rights to acquire
+stock. The 1995 Plan is intended to qualify as an Employee Stock
+Purchase Plan under Section 423 of the Internal Revenue
+Code. Under the terms of the 1995 Plan, as amended,
+300,000 shares of Common Stock are reserved for issuance to
+employees who have been employed by the Company for at least six
+months. The 1995 Plan provides for employees to purchase the
+Company’s Common Stock at a discount below market value, as
+defined by the 1995 Plan.
+Equity Compensation Plan Information 
+The following table shows outstanding options, their
+weighted-average exercise price and options remaining available
+for issuance under the Company’s existing compensation
+plans.
+EQUITY COMPENSATION PLAN INFORMATION 
+Number of Securities 
+Number of 
+Remaining Available 
+Securities to be 
+Weighted-Average 
+For Future Issuance 
+Issued upon 
+Exercise Price of 
+Under Equity 
+Exercise of 
+Outstanding 
+Compensation Plans 
+Outstanding 
+Options, 
+(Excluding 
+Options, Warrants 
+Warrants and 
+Securities Reflected 
+Plan Category 
+and Rights (a) 
+Rights (b) 
+in Column (a)) (c) 
+Equity compensation plans approved by security holders 
+950,000 
+(1) 
+$ 
+7.62 
+333,000 
+(2) 
+Equity compensation plans not approved by security holders 
+— 
+— 
+— 
+Total 
+950,000 
+$ 
+7.62 
+333,000 
+(1) 
+Shares issuable pursuant to outstanding options (890,000) and
+nonvested stock units (60,000) under the Company’s 1993
+Employee Stock Incentive Plan. 
+(2) 
+Represents shares of the Company’s Common Stock, which may
+be issued pursuant to future awards under the Company’s
+1993 Employee Stock Incentive Plan. 
+10
+Employment Agreements 
+Effective April 11, 2005, the terms of employment for
+Douglas B. Otto were amended to reflect Mr. Otto’s
+resignation from his role as Chief Executive Officer and
+President. Mr. Otto will continue to be Chairman of the
+Board and will continue to be an executive officer of the
+Company through 2007. For 2005, Mr. Otto’s
+compensation is pro-rated to include a base salary of
+$345,000 per annum pro-rated for the period through
+April 10, 2005 and $104,000 per annum pro-rated for
+the period thereafter. His compensation also includes a target
+incentive bonus of $103,500, based upon the achievement of
+certain performance criteria. In the event that performance
+targets are surpassed, the bonus earned can exceed the target
+incentive bonus amount. If Mr. Otto’s employment
+agreement is terminated for any reason, including termination
+within two years of a Change in Control, the Company will pay
+Mr. Otto severance in the amount of three times his annual
+base salary in effect immediately prior to the time such
+termination occurs, plus the greater of (x) three times the
+targeted Incentive Bonus immediately prior to the time such
+termination occurs or (y) three times the average actual
+Incentive Bonus for the previous three years, whichever is
+greater.
+Effective January 1, 2004, the other Named Executive
+Officers entered into separate employment agreements with the
+Company, which will continue until December 31, 2005. The
+agreements provide for base salaries in the amounts of $168,000,
+$165,000, $167,000 and $125,000 for Constance X. Rishwain, M.
+Scott Ash, Patrick C. Devaney and Janice M. Howell,
+respectively, and target incentive bonuses in the amounts of
+$59,000, $58,000, $50,000 and $38,000, respectively. In the
+event that performance targets are surpassed, the bonus earned
+can exceed the target incentive bonus amount. The agreements
+also provide for severance payments to be made in the event of
+termination, excluding “For Cause” as defined therein,
+and including termination within two years of a Change in
+Control by the Company without cause or by the Named Executive
+Officers for good reason. The amount of severance pay ranges
+from one-half to one and one-half times the respective
+executive’s annual base salary plus, if there is a change
+in control, the greater of (x) one and one-half times the
+targeted Incentive Bonus immediately prior to the time such
+termination occurs or (y) one and one-half times the
+average actual Incentive Bonus for the previous three years,
+whichever is greater.
+Effective April 11, 2005, the Company entered into an
+employment agreement with Angel R. Martinez. The agreement,
+which expires December 31, 2008, provides that
+Mr. Martinez will serve as the Company’s Chief
+Executive Officer and President. For 2005,
+Mr. Martinez’s compensation includes a base salary of
+$345,000 per annum and a target incentive bonus of
+$103,500, based upon the achievement of certain performance
+criteria. In the event that performance targets are surpassed,
+the bonus earned can exceed the target incentive bonus amount.
+For 2005, the minimum incentive bonus is set at
+$165,000 per annum. The base salary increases to $400,000
+for 2006 and may be reviewed prior to December 31, 2008,
+with appropriate adjustments being made. Mr. Martinez is
+also granted 50,000 unvested stock units as an incentive, which
+will vest quarterly between the third and fourth anniversary of
+employment. In the event that Mr. Martinez’s
+employment is terminated by the Company without
+“Cause”, or by the executive for “Good
+Reason”, or in the event of death or disability, all
+previously unvested stock units will automatically vest. The
+agreement also provides for severance payments to be made in the
+event of termination, excluding “For Cause” as defined
+therein, and including termination within two years of a Change
+in Control by the Company without cause or by the executive for
+good reason. The amount of severance pay ranges from one to two
+times the executive’s annual base salary plus, if there is
+a change in control, the greater of (x) two times the
+targeted incentive bonus immediately prior to the time such
+termination occurs or (y) two times the average actual
+incentive bonus for the previous three years, whichever is
+greater.
+CERTAIN TRANSACTIONS 
+In February 2002, we agreed to guarantee up to $1,000,000 of
+principal for a home construction bank loan of Doug Otto for up
+to three years, in order to avoid any need for Mr. Otto to
+sell a portion of his Common Stock in our Company. During May
+2004, Mr. Otto repaid the loan in full and no payments were
+required to be made by the Company. After the passage of the
+Sarbanes-Oxley Act in July 2002, we are precluded from making
+such guarantees in the future.
+11
+REPORT OF THE COMPENSATION COMMITTEE 
+ON EXECUTIVE COMPENSATION 
+The Compensation Committee (the “Committee”) of the
+Board of Directors consists entirely of directors who have never
+served as officers or employees of the Company or any of its
+subsidiaries. The Committee determines and administers the
+compensation of the Company’s executive officers. Set forth
+below are the principal factors underlying the Committee’s
+philosophy used in setting compensation.
+Compensation Philosophy — At the direction of
+the Board of Directors, the Committee endeavors to ensure that
+the compensation programs for executive officers of the Company
+and its subsidiaries are competitive and consistent in order to
+attract and retain key executives critical to the Company’s
+long-term success. The Committee believes that the
+Company’s overall financial performance should be an
+important factor in the total compensation of executive
+officers. At the executive officer level, the Committee has a
+policy that a significant proportion of potential total
+compensation should consist of variable, performance-based
+components, such as stock options, stock awards and bonuses,
+which can increase or decrease to reflect changes in corporate
+and individual performance. These incentive compensation
+programs are intended to reinforce management’s commitment
+to enhancement of profitability and stockholder value.
+The Committee takes into account various qualitative and
+quantitative indicators of corporate and individual performance
+in determining the level and composition of compensation for the
+chief executive officer and other executive officers. The
+Committee considers such corporate performance measures as net
+sales, open orders, net income, earnings per share and similar
+quantitative measures. The Committee also appreciates the
+importance of achievements that may be difficult to quantify,
+and accordingly recognizes qualitative factors, such as
+successful supervision of major corporate projects, demonstrated
+leadership ability and contributions to industry and community
+development. For 2004, the most important qualitative factors in
+determining incentive compensation awards to executive officers
+were the Committee’s assessments of their contributions to
+the Company’s sales, open orders, and earnings per share.
+The Committee also evaluates the total compensation of the
+Company’s chief executive officer and other executive
+officers in light of information regarding the compensation
+practices and corporate financial performance of similar
+companies in the Company’s industry. However, the Committee
+does not target a specific percentile range within the peer
+group compensation structure in determining compensation for
+executive officers. From time to time, the Committee also
+receives assessments and advice regarding the Company’s
+compensation practices from independent compensation consultants.
+Relationship of Performance to Compensation —
+Compensation that may be earned by the executive officers in any
+fiscal year consists of base salary, cash bonus and stock-based
+compensation. Salaries are reviewed periodically and adjusted as
+warranted to reflect sustained individual performance. The
+Committee focuses primarily on total annual compensation,
+including incentive awards and cash bonuses, rather than base
+salary alone, as the appropriate measure of executive officer
+performance and contribution.
+The executive officers receive incentive compensation awards
+based on individual goals and milestones established for each
+officer at the beginning of each year and other factors as
+determined by the Committee. Such officers receive compensation
+for the subsequent attainment of these goals.
+The Company’s 1993 Stock Incentive Plan (the “1993
+Plan”) authorizes the Committee to make grants and awards
+of stock options, stock appreciation rights, nonvested stock
+units and other stock-based awards. The Committee grants such
+compensation to executive officers, as well as other employees
+and consultants of the Company and its subsidiaries below the
+executive officer level, as it deems appropriate.
+In approving grants and awards under the 1993 Plan, the
+quantitative and qualitative factors and industry comparisons
+outlined above will be considered. The number and type of awards
+previously granted to and held by executive officers is reviewed
+but is not an important factor in determining the size of
+current grants.
+To the extent readily determinable and as one of the factors in
+its consideration of compensation matters, the Committee
+considers the anticipated tax treatment to the Company and to
+the executives of various payments and benefits. Some types of
+compensation payments and their deductibility (e.g., the spread
+of
+12
+exercise of non-qualified options) depend upon the timing of an
+executive’s vesting or exercise of previously granted
+rights. Further, interpretations of and changes in the tax laws
+and other factors beyond the Committee’s control also
+affect the deductibility of compensation.
+Beginning in December 2004, the Board of Directors and the
+Compensation Committee of the Company have determined to cease
+issuing stock options to directors, officers and employees of
+the Company and, rather, to issue nonvested stock units under
+the 1993 Plan to continue to align the interests of the
+directors, officers and employees with those of the stockholders
+at a lower cost than the previous stock option grants. As of
+December 20, 2004, officers and key employees will be
+eligible to receive nonvested stock units annually in an amount
+to be determined by the Board of Directors or the Compensation
+Committee. The vesting of the nonvested stock units will be as
+set forth in each grant and be dependent on the achievement of
+certain corporate milestones and continued employment with the
+Company for a designated period.
+Chief Executive Officer Compensation — Douglas
+B. Otto entered into an employment agreement, effective January
+1992, and subsequently extended through 2007. For 2004, his
+employment agreement provided for an annual salary of $345,000,
+based on an assessment and recommendation performed by an
+independent compensation consultant. The amounts of
+Mr. Otto’s bonuses are determined by the Compensation
+Committee and are based upon a combination of factors, weighted
+heavily toward the sales, open orders and operating results of
+the Company. For 2004, Mr. Otto’s bonus was $1,476,000.
+For 2004, the Committee based the majority of
+Mr. Otto’s bonus on several criteria established at
+the beginning of the year, which were focused primarily on the
+Company’s ability to achieve targeted goals for sales, open
+orders and earnings. In 2004, under the direction of
+Mr. Otto, the Company exceeded the targeted goals for each
+of these areas. In 2004, the Company had record sales of
+$214.8 million and record operating income of
+$42.5 million; increased diluted EPS by 173%; improved the
+balance sheet by completing a follow-on stock offering which
+raised approximately $35 million and repaying all of the
+Company’s long-term debt; and experienced a 129% increase
+in stock price for the year.
+In December 2004 and in February 2005, the Committee established
+the compensation of the Company’s Chief Executive Officer
+and its other executive officers for fiscal year 2005. In each
+case, the Committee’s decision was based upon the
+principles and procedures outlined above.
+Deductibility of Compensation 
+Under Section 162(m) of the Internal Revenue Code of 1986,
+as amended (the “Code”), a public company generally
+will not be entitled to a deduction for non-performance-based
+compensation paid to certain executive officers to the extent
+such compensation exceeds $1.0 million. Special rules apply
+for “performance-based” compensation, including the
+approval of the performance goals by the stockholders of the
+Company.
+The Company has not adopted any formal policy with respect to
+Section 162(m) of the Internal Revenue Code of 1986.
+However, the Compensation Committee generally structures
+compensation to be deductible and considers cost and value to
+the Company in making compensation decisions, which would result
+in non-deductibility. The Board has on occasion made decisions
+resulting in non-deductible compensation. The Company will not
+be able to deduct any compensation in excess of $1,000,000 paid
+to Douglas B. Otto in fiscal year 2004. The Compensation
+Committee believes that these payments were appropriate and in
+the best interests of the Company.
+COMPENSATION COMMITTEE 
+Gene E. Burleson, Chairman 
+John M. Gibbons 
+Rex A. Licklider 
+Daniel L. Terheggen 
+The Report of the Compensation Committee on Executive
+Compensation shall not be deemed incorporated by reference by
+any general statement incorporating by reference this proxy
+statement into any filing under the Securities Act of 1933 or
+under the Securities Exchange Act of 1934, except to the extent
+that
+13
+the Company specifically incorporates this information by
+reference, and shall not otherwise be deemed filed under such
+Acts.
+Compensation Committee Interlocks and Insider
+Participation 
+As of the date of this Proxy Statement, the members of the
+Compensation Committee were Messrs. Burleson, Licklider,
+Gibbons and Terheggen, none of whom was an officer or employee
+of the Company or any of its subsidiaries during fiscal year
+2004 or is a former officer or employee of the Company or any of
+its subsidiaries.
+REPORT OF THE AUDIT COMMITTEE 
+The Audit Committee of the Board is responsible for providing
+independent, objective oversight of the Company’s
+accounting functions and internal controls. The Audit Committee
+is currently composed of three directors, each of whom meets the
+independence and experience requirements of the Nasdaq Stock
+Market and the independence requirements of the SEC.
+Management is responsible for the preparation of the
+Company’s financial statements and financial reporting
+process including its system of internal controls. The
+independent registered public accounting firm is responsible for
+performing an independent audit of the Company’s
+consolidated financial statements in accordance with the
+standards of the Public Company Accounting Oversight Board
+(United States) and expressing (i) an opinion on whether
+the Company’s financial statements present fairly, in all
+material respects, the Company’s financial position and
+results of operations for the periods presented in conformity
+with accounting principles generally accepted in the United
+States and (ii) an opinion on whether management’s
+assessment that the Company maintained effective internal
+control over financial reporting as of December 31, 2004,
+is fairly stated, in all material respects, based on criteria
+established in Internal Control-Integrated Framework issued by
+the Committee of Sponsoring Organizations of the Treadway
+Commission. The Audit Committee’s responsibility is to
+monitor and oversee these processes. The Board of Directors has
+determined that John M. Gibbons, the Chairman of the Audit
+Committee, is an audit committee financial expert and is
+independent.
+In connection with these responsibilities, the Audit Committee
+met with management and the independent registered public
+accounting firm to review and discuss the December 31, 2004
+consolidated financial statements and obtained from management
+their representation that the Company’s financial
+statements have been prepared in accordance with accounting
+principles generally accepted in the United States. The Audit
+Committee also discussed with the independent registered public
+accounting firm the matters required by Statement on Auditing
+Standards No. 61 (Communication with Audit Committees),
+which includes, among other items, information regarding the
+conduct of the audit of the Company’s consolidated
+financial statements. The Audit Committee also received written
+disclosures from KPMG LLP required by Independence Standards
+Board Standard No. 1 (Independence Discussions with Audit
+Committees), and the Audit Committee discussed with KPMG LLP
+that firm’s independence from the Company and its
+management. The Audit Committee has further considered the
+compatibility of the services provided by KPMG LLP with that
+firm’s independence.
+The Audit Committee operates under a written charter, which was
+adopted by the Board and is assessed annually for adequacy by
+the Audit Committee. The Audit Committee held seven meetings
+during fiscal 2004, including meetings with the independent
+registered public accounting firm, both with and without
+management present. In performing its functions, the Audit
+Committee acts only in an oversight capacity. It is not the
+responsibility of the Audit Committee to determine that the
+Company’s financial statements are complete and accurate,
+are presented in accordance with accounting principles generally
+accepted in the United States or present fairly the results of
+operations of the Company for the periods presented or that the
+Company maintains appropriate internal controls. Nor is it the
+duty of the Audit Committee to determine that the audit of the
+Company’s financial statements has been carried out in
+accordance with the standards of the Public Company Accounting
+Oversight Board (United States) or that the Company’s
+registered public accounting firm is independent.
+14
+Based upon the Audit Committee’s review and discussions
+with management and the independent registered public accounting
+firm, the Audit Committee recommended that the Board of
+Directors include the audited consolidated financial statements
+in the Company’s Annual Report on Form 10-K as of and
+for the year ended December 31, 2004, to be filed with the
+Securities and Exchange Commission.
+THE AUDIT COMMITTEE 
+John M. Gibbons, Chairman 
+Gene E. Burleson 
+Rex A. Licklider 
+The Report of the Audit Committee shall not be deemed
+incorporated by reference by any general statement incorporating
+by reference this proxy statement into any filing under the
+Securities Act of 1933 or under the Securities Exchange Act of
+1934, except to the extent that the Company specifically
+incorporates this information by reference, and shall not
+otherwise be deemed filed under such Acts.
+15
+STOCKHOLDER RETURN PERFORMANCE PRESENTATION 
+Set forth below is a line graph comparing the percentage change
+in the cumulative total stockholder return on the Company’s
+Common Stock against the cumulative total return of the Nasdaq
+Composite Index and a peer group index for the five-year period
+commencing December 31, 1999 and ending December 31,
+2004. The data represented below assumes $100 invested in each
+of the Company’s Common Stock, the Nasdaq Composite Index
+and the peer group index on December 31, 1999. The stock
+performance graph shall not be deemed incorporated by reference
+by any general statement incorporating by reference this proxy
+statement into any filing under the Securities Act of 1933 or
+under the Securities Exchange Act of 1934, except to the extent
+that the Company specifically incorporates this information by
+reference, and shall not otherwise be deemed filed under either
+of such Acts.
+Comparison of Total Return (Assuming Dividend
+Reinvestment) 
+December 31, 1999 
+December 31, 2000 
+December 31, 2001 
+December 31, 2002 
+December 31, 2003 
+December 31, 2004 
+Deckers Outdoor Corporation 
+100.0 
+200.0 
+161.9 
+127.2 
+781.0 
+1790.1 
+Nasdaq Composite 
+100.0 
+62.9 
+50.1 
+35.0 
+52.6 
+57.0 
+Athletic Shoe Composite 
+100.0 
+182.3 
+141.7 
+143.9 
+216.0 
+263.8 
+* 
+Athletic Shoe Composite peer group index consisting of Saucony
+Inc., K-Swiss, Nike Inc., Reebok International Ltd., Rocky
+Shoes & Boots, Inc., The Stride Rite Corporation, The
+Timberland Company, Wolverine World Wide Inc., and Kenneth Cole
+Productions. In previous years, this peer group index also
+included Fila Holding SPA, which has been excluded from the
+index in all periods presented above, as its securities are no
+longer publicly-traded. Vans Inc., which was previously in our
+peer group index, was acquired by VF Corp in 2004 and has also
+been excluded. 
+16
+SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
+MANAGEMENT 
+The following security ownership information is set forth, as of
+March 31, 2005, with respect to certain persons or groups
+known to the Company to be beneficial owners of more than 5% of
+the Company’s outstanding Common Stock and with respect to
+each director of the Company, each of the Named Executive
+Officers, and all current directors, nominees and executive
+officers as a group (twelve persons). Other than as set forth
+below, the Company is not aware of any other person who may be
+deemed to be a beneficial owner of more than 5% of the
+Company’s Common Stock.
+Name and Address of 
+Amount and Nature of 
+Beneficial Owner (1) 
+Beneficial Ownership(2),(3),(7) 
+Percent of Class(3) 
+Douglas B. Otto(4) 
+1,923,722 
+15.2 
+% 
+M. Scott Ash 
+17,000 
+* 
+Constance X. Rishwain 
+— 
+* 
+Patrick C. Devaney 
+2,162 
+* 
+Janice M. Howell 
+17,191 
+* 
+Rex A. Licklider(5) 
+224,208 
+1.8 
+% 
+Gene E. Burleson 
+54,739 
+* 
+John M. Gibbons(6) 
+13,829 
+* 
+Daniel L. Terheggen 
+1,071 
+* 
+All directors and executive officers as a group (twelve persons) 
+2,264,378 
+17.8 
+% 
+RS Investment Management Co LLC(8) 
+839,925 
+6.8 
+% 
+Gilder Gagnon Howe & Co LLC(9) 
+654,858 
+5.3 
+% 
+* 
+Percentage of shares beneficially owned does not exceed 1% of
+the class so owned. 
+(1) 
+The address of each beneficial owner is 495-A South Fairview
+Avenue, Goleta, California 93117, unless otherwise noted. 
+(2) 
+Unless otherwise noted, sole voting and dispositive power are
+possessed with respect to all shares of Common Stock owned. 
+(3) 
+Shares of Common Stock subject to options exercisable within
+60 days after the Record Date are treated as issued and
+outstanding for the purpose of computing the percent of Common
+Stock owned by the holder of the option, but not for computing
+the percent of Common Stock owned by any other person. 
+(4) 
+Includes (a) 1,213,822 shares held by the Douglas B.
+Otto Trust as to which Mr. Otto has sole voting and
+investment power, (b) 138,750 shares held as trustee
+for the Tiffany Jade Otto Trust, of which Mr. Otto has sole
+voting and investment power, (c) 138,750 shares held
+as trustee for the Ty Dylan Bard Otto Trust, of which
+Mr. Otto has sole voting and investment power,
+(d) 38,400 shares held by the Edgecliff Foundation, a
+charitable foundation formed by Mr. Otto, of which
+Mr. Otto is the Chairman of the Board of Directors and
+(e) 59,000 shares held by Mr. Otto’s wife.
+Mr. Otto disclaims ownership of the shares held by his wife. 
+(5) 
+Includes 218,208 shares held by the Licklider Living Trust
+as to which Mr. Licklider has joint voting and investment
+power. 
+(6) 
+Includes 11,829 shares held by the Gibbons Living Trust as
+to which Mr. Gibbons has joint voting and investment power. 
+(7) 
+Includes shares under stock options that are presently
+exercisable or are exercisable within 60 days for the
+following: Douglas B. Otto — 335,000; M. Scott
+Ash — 17,000; Janice Howell — 11,300; Rex A.
+Licklider — 6,000; John M. Gibbons — 2,000;
+and all directors and executive officers as a group —
+381,300. 
+(8) 
+Includes 839,925 shares held by RS Investment Management
+Co. LLC, RS Investment Management, L.P., and George R. Hecht as
+to which the beneficial owners have shared voting and
+dispositive power. 
+17
+This information is based solely on a Schedule 13G filed by
+the parties on February 14, 2005 whose business address is
+388 Market Street, Ste. 200, San Francisco, CA 94111. 
+(9) 
+Includes 11,947 shares held by Gilder, Gagnon, Howe and Co.
+LLC as to which the members have sole voting power and
+654,858 shares as to which the members have shared
+dispositive power. This information is based solely on a
+Schedule 13G filed by the members on February 14,
+2005. The LLC’s address is 1775 Broadway, 26th Floor, New
+York, NY 10019. 
+CODE OF ETHICS 
+The Company has adopted a Code of Ethics applicable to all
+senior officers of the Company. The Code of Ethics appears as
+Exhibit 14.1 to our Annual Report on Form 10-K for the
+fiscal year ended December 31, 2004. A copy of the Code of
+Ethics is available free of charge by writing to the Secretary
+of the Company at the Company’s office at 495-A South
+Fairview Avenue, Goleta, California 93117.
+18
+COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE
+ACT OF 1934 
+Section 16(a) of the Securities Exchange Act of 1934 (the
+“Exchange Act”) requires the Company’s directors,
+executive officers and persons who own more than 10% of the
+Common Stock (collectively “Section 16 Persons”)
+to file initial reports of ownership (Forms 3) and reports
+of changes in ownership of Common Stock (Forms 4 and
+Forms 5) with the Securities and Exchange Commission as
+well as the Company.
+To the Company’s knowledge, based solely on a review of the
+copies of such reports furnished to the Company and
+representations from each Section 16 Person known to the
+Company that no other reports were required, during the fiscal
+year ended December 31, 2004, all Section 16(a) filing
+requirements applicable to its Section 16 Persons were
+complied with except that: (i) Rex A. Licklider, Gene
+E. Burleson, Daniel L. Terheggen and John M. Gibbons each filed
+a Form 4 on February 6, 2004, which reported
+transactions that were due to be reported on February 3,
+2004; (ii) Rex A. Licklider, Daniel L. Terheggen and John
+M. Gibbons each filed a Form 4 on November 1, 2004,
+which reported transactions that were due to be reported on
+October 20, 2004; (iii) Gene E. Burleson filed a
+Form 4 on August 25, 2004 and December 6, 2004,
+which reported transactions that were due to be reported on
+August 19, 2004 and October 20, 2004, respectively;
+(iv) Daniel L. Terheggen filed a Form 4 on
+August 25, 2004, which reported transactions that were due
+to be reported on August 19, 2004; and (v) Rex A.
+Licklider filed a Form 4 on September 7, 2004, which
+reported transactions that were due to be reported on
+September 2, 2004.
+19
+PROPOSAL NO. 2 
+INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 
+For the 2004 fiscal year, KPMG LLP provided audit services,
+which included examination of the Company’s annual
+consolidated financial statements. The Audit Committee has
+selected KPMG LLP to provide audit services to the Company and
+its subsidiaries for the fiscal year ending December 31,
+2005. The stockholders are being requested to ratify such
+selection at the Annual Meeting. A representative of KPMG LLP
+will attend the Annual Meeting to make any statements he or she
+may desire and to respond to appropriate stockholder questions.
+Although this appointment is not required to be submitted to a
+vote of the stockholders, the Audit Committee believes it is
+appropriate as a matter of policy to request that the
+stockholders ratify the appointment. If the stockholders do not
+ratify the appointment, which requires the affirmative vote of a
+majority of the outstanding shares of the Common Stock present,
+in person or by proxy, and entitled to vote at the Annual
+Meeting, the Board of Directors will consider the selection of
+another independent registered public accounting firm.
+Ratification of the appointment of the independent registered
+public accounting firm requires the affirmative vote of a
+majority of the votes cast by the holders of the shares of
+Common Stock voting in person or by proxy at the Annual Meeting
+of Stockholders. If the stockholders should not ratify the
+appointment of KPMG LLP, the Audit Committee will reconsider the
+appointment.
+THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE 
+“FOR” THE RATIFICATION OF THE ELECTION OF KPMG LLP
+AS THE 
+COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
+FIRM. 
+Audit Fees and All Other Fees 
+Audit Fees 
+Fees for audit services totaled approximately $962,000 in 2004
+and $170,000 in 2003, including fees associated with the annual
+audit, the reviews of the Company’s quarterly reports on
+Form 10-Q, statutory audits required internationally,
+assistance with and review of documents filed with the
+Securities and Exchange Commission including services related to
+the Company’s follow-on public stock offering of $117,000
+in 2004 and audit work associated with Section 404 of the
+Sarbanes-Oxley Act internal controls provisions of $625,000 in
+2004 as well.
+Audit-Related Fees 
+The Company was not billed for any audit-related fees in 2004 or
+2003.
+Tax Fees 
+Fees for tax services, including tax compliance, tax advice and
+tax planning for income taxes and customs matters, totaled
+approximately $255,000 in 2004 and $271,000 in 2003.
+KPMG LLP has advised the Company that neither the firm, nor any
+member of the firm, has any financial interest, direct or
+indirect, in any capacity in the Company or its subsidiaries.
+Audit Committee Pre-Approval of Audit and Permissible
+Non-Audit Services of Independent Registered Public Accounting
+Firm 
+The Audit Committee administers the Company’s engagement of
+KPMG LLP and pre-approves all audit and permissible non-audit
+services on a case-by-case basis. In approving non-audit
+services, the Audit Committee considers whether the engagement
+could compromise the independence of KPMG LLP, and whether for
+reasons of efficiency or convenience it is in the best interest
+of the Company to engage its
+20
+independent auditor to perform the services. The Audit Committee
+has determined that performance by KPMG LLP of the non-audit
+services listed above did not affect their independence.
+Prior to engagement, the Audit Committee pre-approves all
+independent auditor services. During the year, circumstances may
+arise when it may become necessary to engage the independent
+auditor for additional services not contemplated in the original
+pre-approval categories. In those instances, the Audit Committee
+requires that those services be submitted to the committee for
+specific pre-approval before the Company can engage for them.
+The Audit Committee may delegate pre-approval authority to one
+or more of its members. The member to whom such authority is
+delegated reports any pre-approval decisions to the Audit
+Committee at its next scheduled meeting.
+STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS 
+FOR THE 2006 ANNUAL MEETING 
+The Company’s Bylaws provide that a stockholder seeking to
+bring business before an annual meeting of stockholders, or to
+nominate a candidate for election as director at an annual
+meeting of stockholders, must provide timely advance written
+notice. To be timely, a stockholder’s notice generally must
+be received at our principal executive offices on or before the
+date 90 days prior to the scheduled date of the annual
+meeting or, if it is a later date, on or before the date seven
+days after the Company first publishes notice of the annual
+meeting.
+In addition, SEC rules provide that a stockholder wishing to
+include a proposal in the proxy statement for the Company’s
+2006 annual meeting must submit the proposal so that it is
+received by the Company at its principal executive office,
+attention Corporate Secretary, at 495-A South Fairview
+Avenue, Goleta, California 93117 no later than December 14,
+2005. If the date of the 2006 annual meeting is advanced or
+delayed more than 30 days from the date of the 2005 annual
+meeting, stockholder proposals intended to be included in the
+proxy statement for the 2006 annual meeting must be received by
+us within a reasonable time before the Company begins to print
+and mail the proxy statement for the 2006 annual meeting. Upon
+any determination that the date of the 2006 annual meeting will
+be advanced or delayed by more than 30 days from the date
+of the 2005 annual meeting, the Company will disclose the change
+in the earliest practicable Quarterly Report on Form 10-Q.
+SEC rules also govern a company’s ability to use
+discretionary proxy authority with respect to stockholder
+proposals that were not submitted to stockholders in time to be
+included in the proxy statement. In the event a stockholder
+proposal is not submitted to the Company on or before
+February 27, 2006, the proxies solicited by the Board for
+the 2006 annual meeting of stockholders will confer authority on
+the proxyholders to vote the shares in accordance with the
+recommendation of the Board if the proposal is presented at the
+2006 annual meeting of stockholders without any discussion of
+the proposal in the proxy statement for such meeting.
+Procedures for Stockholder Nominations 
+Under our Bylaws, a stockholder’s notice of a proposed
+nomination for director to be made at an annual meeting must
+include the following information:
+• 
+the name and address of the stockholder proposing to make the
+nomination and of the person or persons to be nominated; 
+• 
+a representation that the holder is a stockholder entitled to
+vote his or her shares at the annual meeting and intends to vote
+his or her shares in person or by proxy for the person nominated
+in the notice; 
+• 
+a description of all arrangements or understandings between the
+stockholder(s) supporting the nomination and each nominee; 
+• 
+any other information concerning the proposed nominee(s) that
+the Company would be required to include in the proxy statement
+if the Board of Directors made the nomination; 
+• 
+the consent of the nominee(s) to serve as director if elected. 
+21
+The presiding officer of the meeting may refuse to acknowledge
+the nomination of any person not made in compliance with the
+foregoing procedure. Stockholder nominations submitted in
+accordance with the requirements of the Bylaws will be forwarded
+to the Corporate Governance and Nominating Committee.
+OTHER BUSINESS OF THE ANNUAL MEETING 
+Management is not aware of any matters to come before the Annual
+Meeting or any postponement or adjournment thereof other than
+the election of directors and the ratification of the selection
+of the Company’s independent registered public accounting
+firm. However, inasmuch as matters of which management is not
+now aware may come before the meeting or any postponement or
+adjournment thereof, the Proxies confer discretionary authority
+with respect to acting thereon, and the persons named in such
+proxies intend to vote, act and consent in accordance with their
+best judgment with respect thereto, provided that, to the extent
+the Company becomes aware a reasonable time before the Annual
+Meeting of any matter to come before such meeting, the Company
+will provide an opportunity to vote by Proxy directly on such
+matter. Upon receipt of such Proxies in time for voting, the
+shares represented thereby will be voted as indicated thereon
+and as described in this Proxy Statement.
+COST OF SOLICITATION 
+The solicitation of Proxies is made on behalf of the Company and
+all the expenses of soliciting proxies from stockholders will be
+borne by the Company. In addition to the solicitation of proxies
+by use of the mails, officers and regular employees may
+communicate with stockholders personally or by mail, telephone,
+telegram or otherwise for the purpose of soliciting such
+Proxies, but in such event no additional compensation will be
+paid to any such persons for such solicitation. The Company will
+reimburse banks, brokers and other nominees for their reasonable
+out-of-pocket expenses in forwarding soliciting material to
+beneficial owners of shares held of record by such persons. The
+total estimated cost of the solicitation of Proxies is
+approximately $20,000.
+ANNUAL REPORT ON FORM 10-K 
+A copy of the Company’s Annual Report on Form 10-K for
+the fiscal year ended December 31, 2004 (excluding the
+exhibits thereto) as filed with the SEC, accompanies this Proxy
+Statement, but it is not deemed to be a part of the proxy
+soliciting material. The Form 10-K contains consolidated
+financial statements of the Company and its subsidiaries and the
+report thereon of KPMG LLP, the Company’s independent
+registered public accounting firm.
+The Company will provide a copy of the exhibits to its
+Form 10-K for the fiscal year ended December 31, 2004
+upon the written request of any beneficial owner of the
+Company’s securities as of the Record Date and
+reimbursement of the Company’s reasonable expenses. Such
+request should be addressed to the Secretary of the Company at
+the Company’s office at 495-A South Fairview Avenue,
+Goleta, California 93117.
+STOCKHOLDERS ARE URGED IMMEDIATELY TO COMPLETE, DATE AND SIGN
+THE ENCLOSED PROXY AND RETURN IT IN THE ENVELOPE PROVIDED, TO
+WHICH NO POSTAGE NEED BE AFFIXED IF MAILED IN THE UNITED
+STATES. 
+BY ORDER OF THE BOARD OF DIRECTORS 
+DOUGLAS B. OTTO 
+Chairman of the Board 
+Goleta, California
+April 18, 2005
+22
+APPENDIX A 
+Deckers Outdoor Corporation 
+Charter 
+of the Audit Committee 
+of the Board of Directors 
+I. 
+Audit Committee Purpose 
+The Audit Committee is appointed by the Board of Directors to
+assist the Board in fulfilling its oversight responsibilities.
+The Audit Committee’s primary duties and responsibilities
+are to:
+• 
+Monitor the integrity of the Company’s financial reporting
+process and systems of internal controls regarding finance,
+accounting and legal compliance. 
+• 
+Monitor the independence and performance of the Company’s
+independent auditors. 
+• 
+Provide an avenue of communication among the independent
+auditors, management and the Board of Directors. 
+The Audit Committee has the authority to conduct investigations
+appropriate to fulfilling its responsibilities, and it has
+direct access to the independent auditors as well as personnel
+of the Company. The Audit Committee has the authority to retain,
+at the Company’s expense, special legal, accounting or
+other consultants or experts it deems necessary to carry out its
+duties and responsibilities.
+II. 
+Audit Committee Composition and Meetings 
+Audit Committee members shall meet the requirements of the
+Nasdaq Stock Exchange, including Nasdaq Marketplace
+Rule 4350(d). The Audit Committee shall be comprised of
+three or more directors as determined by the Board, each of whom
+shall be independent nonexecutive directors. All members of the
+Audit Committee shall have a basic understanding of finance and
+accounting, as evidenced by their ability to read and understand
+fundamental financial statements, and at least one member of the
+Audit Committee shall have accounting or related financial
+management expertise. Financial management expertise shall mean
+past employment experience in finance or accounting, requisite
+professional certification in accounting, or any other
+comparable experience or background which results in the
+individual’s financial sophistication, including being or
+having been a chief executive officer, chief financial officer,
+or other senior officer with financial oversight
+responsibilities.
+Audit Committee members shall be appointed by the Board. If an
+Audit Committee Chair is not designated or present, the members
+of the Audit Committee may designate a Chair by majority vote of
+the Audit Committee membership.
+The Audit Committee shall meet at least four times annually, or
+more frequently as circumstances dictate. The Audit Committee
+Chair shall prepare and/or approve an agenda in advance of each
+meeting. The Audit Committee should meet privately in executive
+session at least annually with management, the independent
+auditors, and as a committee to discuss any matters that the
+Audit Committee or each of these groups believe should be
+discussed. In addition, the Audit Committee, through any of its
+members, should communicate with management and the independent
+auditors quarterly to review the Company’s financial
+statements and significant findings based upon the
+auditors’ limited review procedures.
+III. 
+Audit Committee Responsibilities and Duties 
+Review Procedures 
+1. Review and reassess the adequacy of this Charter at
+least annually. Submit the Charter to the Board of Directors for
+approval and have the document published at least every three
+(3) years in accordance with Securities and Exchange
+Commission (“SEC”) regulations.
+A-1
+2. Review the Company’s annual audited financial
+statements prior to filing or distribution. Review should
+include discussion with management and independent auditors of
+significant issues regarding accounting principles, practices
+and judgments.
+3. In consultation with management and the independent
+auditors, consider the integrity of the Company’s financial
+reporting processes and controls. Discuss significant financial
+risk exposures and the steps management has taken to monitor,
+control and report such exposures. Review significant findings
+prepared by the independent auditors together with
+management’s responses.
+4. Review with financial management and the independent
+auditors the Company’s quarterly financial results prior to
+the release of earnings and/or the Company’s quarterly
+financial statements prior to filing or distribution. Discuss
+any significant changes to the Company’s accounting
+principles and any items the independent auditors are required
+to communicate in accordance with SAS 61 (see
+item 12). The Chair of the Audit Committee may represent
+the entire Audit Committee for purposes of this review.
+Independent Auditors 
+5. Have the authority and responsibility for the
+appointment, compensation, retention and oversight of the work
+of the independent auditor, or any other firm engaged by the
+Company for the purpose of preparing or issuing an audit or
+attestation report on financial information of the Company,
+including resolution of disagreements between management and the
+auditor regarding financial reporting.
+6. Obtain from the independent auditor the report required
+by Section 10A(b) of the Securities Exchange Act of 1934.
+7. Obtain reports from management, the Company’s
+senior internal auditing executive, if any, and the independent
+auditor that the Company’s subsidiary/foreign affiliated
+entities are in conformity with applicable legal requirements
+and the Company’s code of conduct.
+8. Review the independence and performance of the auditors
+and annually recommend to the Board of Directors the appointment
+of the independent auditors or approve any discharge of auditors
+when circumstances warrant.
+9. Approve the fees and other significant compensation to
+be paid to the independent auditors.
+10. Receive periodic reports from the independent auditor
+regarding the auditor’s independence consistent with
+Independence Standards Board Standard 1, discuss such
+reports with the auditor, and if so determined by the Audit
+Committee, take appropriate action to oversee the independence
+of the auditor.
+11. Review the independent auditors’ audit plan, and
+discuss scope, staffing, locations, reliance upon management and
+general audit approach.
+12. Prior to releasing the year-end earnings, discuss the
+results of the audit with the independent auditors. When
+appropriate, discuss certain matters required to be communicated
+to Audit Committees in accordance with AICPA SAS 61 and
+Section 204 of the Sarbanes-Oxley Act of 2002.
+13. Consider the independent auditors’ judgments about
+the quality and appropriateness of the Company’s accounting
+principles as applied in its financial reporting.
+14. Pre-approve all audit and permitted non-audit services
+to be performed by the independent auditor.
+Legal Compliance 
+15. When deemed appropriate in the discretion of the Audit
+Committee, or at least annually, review with the Company’s
+counsel (1) any legal matters that could have a significant
+impact on the organization’s financial statements,
+(2) the Company’s compliance with applicable laws and
+regulations, and (3) inquiries received from regulators or
+governmental agencies.
+A-2
+Other Audit Committee Responsibilities 
+16. Annually prepare a report to shareholders as required
+by the SEC. The report should be included in the Company’s
+annual proxy statement.
+17. Perform any other activities consistent with this
+Charter, the Company’s Bylaws and governing law, as the
+Audit Committee or the Board deems necessary or appropriate.
+18. Maintain minutes of meetings and periodically report to
+the Board of Directors on significant results of the foregoing
+activities.
+19. Establish procedures, under confidential and anonymous
+submissions, for the receipt, retention and treatment of
+complaints regarding accounting, internal accounting control or
+auditing matters.
+A-3
+APPENDIX B 
+DECKERS OUTDOOR CORPORATION 
+CHARTER OF THE 
+CORPORATE GOVERNANCE AND 
+NOMINATING COMMITTEE 
+1. 
+PURPOSE 
+The purpose of the Corporate Governance and Nominating Committee
+(the “Committee”) of Deckers Outdoor Corporation (the
+“Company”) is to help to ensure that the Board of
+Directors (the “Board”) is appropriately constituted
+to meet its fiduciary obligations to the Company and its
+shareholders, and that the Company has, and follows, appropriate
+governance standards. To carry out this purpose, the Committee
+shall:
+(1) Develop and recommend to the Board a set of corporate
+governance principles applicable to the Company. 
+(2) Recommend the director nominees to be selected by the
+Board for the next annual meeting of shareholders. 
+(3) Identify individuals qualified to become Board members,
+consistent with criteria approved by the Board. 
+(4) Oversee the evaluation of the Board and management. 
+2. 
+COMMITTEE MEMBERSHIP AND ORGANIZATION 
+The Committee shall be comprised of no fewer than three members
+and shall have the composition as permitted by Nasdaq
+Rule 4350(c)(3). The members of the Committee shall be
+appointed and replaced by the Board. The Board shall appoint one
+of the members as Chair.
+3. 
+COMMITTEE RESPONSIBILITIES AND AUTHORITY 
+To carry out its purposes expressed in Paragraph 1 above,
+the Committee shall have the following responsibilities and
+authority. Delegation by the Board of responsibilities to the
+Committee shall not preclude the Board from taking any action
+permitted to be taken under governing law, rules or regulations
+applicable to the Company.
+(1) Evaluate the current composition, organization, size
+and governance of the Board and its committees; determine future
+requirements; make recommendations to the Board concerning the
+appointment of directors to committees of the Board; and
+recommend the selection of chairs of committees of the Board. 
+(2) Determine the desired qualifications, expertise and
+characteristics for potential directors and conduct searches for
+director candidates that have corresponding attributes.
+Evaluate, propose and approve nominees for election to the
+Board, and consider and evaluate shareholder nominees for
+election to the Board. 
+(3) Oversee the Board’s performance evaluation
+process, including conducting surveys of director observations,
+suggestions and preferences. The Committee shall also evaluate
+the participation of members of the Board in continuing
+education activities. 
+(4) Form and delegate authority to subcommittees, or
+delegate authority to members, when appropriate, provided that
+such subcommittees will be composed exclusively of members of
+this Committee and will operate pursuant to a published charter. 
+(5) Evaluate and recommend termination of service of
+individual members of the Board as appropriate, in accordance
+with the Board’s governance principles, for cause or for
+other proper reasons. 
+B-1
+(6) Make regular written reports to the Board. 
+(7) Review and re-examine this Charter at least annually
+and make recommendations to the Board with respect to any
+proposed changes. 
+(8) Review annually the Company’s corporate governance
+guidelines and make recommendations to the Board with respect to
+any proposed changes . 
+(9) Annually report to the full Board regarding its own
+performance against the responsibilities outlined in this
+Charter and as otherwise established by the Board. 
+(10) Obtain advice, assistance, reports or opinions from
+internal or external legal, accounting or other advisors. 
+(11) Retain and terminate any search firm to be used to
+identify director candidates and approve the search firm’s
+fees and other retention terms 
+4. 
+MEETING AND MINUTES 
+(1) The Committee will meet at least twice annually and
+will also meet, as required, in response to the needs of the
+Board and as necessary to fulfill its responsibilities.
+(2) The Committee will maintain written minutes of its
+meetings, which minutes will be filed with the minutes of the
+meetings of the Board.
+B-2
+PROXY 
+DECKERS OUTDOOR CORPORATION 
+495-A South Fairview Avenue 
+Goleta, California 93117 
+This Proxy is solicited on behalf of the Board of Directors of Deckers Outdoor Corporation.
+The undersigned hereby appoints Douglas B. Otto and M. Scott Ash, and each of them, as Proxies, each
+with the power to appoint his substitute, and hereby authorizes each of them to represent and to
+vote as designated below, all the shares of common stock of Deckers Outdoor Corporation held of
+record by the undersigned on March 25, 2005, at the Annual Meeting of Stockholders to be held on
+May 20, 2005 and any postponements or adjournments thereof.
+PLEASE DATE, SIGN ON REVERSE SIDE AND RETURN IN THE ACCOMPANYING ENVELOPE. 
+Address Change/Comments (Mark the corresponding box on the reverse side) 
+5 FOLD AND DETACH HERE 5 
+THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED “FOR” THE
+PROPOSALS THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS 
+Mark Here 
+for Address 
+Change or 
+Comments 
+o 
+PLEASE SEE REVERSE SIDE 
+FOR
+WITHHOLD
+AUTHORITY to vote
+for the nominees
+listed below 
+1. 
+ELECTION OF CLASS III DIRECTORS: 
+Instruction: To withhold authority
+to vote for a nominee listed below,
+strike a line through the
+nominee’s name. 
+o 
+o 
+Nominees: 
+01 Douglas B. Otto 
+02 Gene E. Burleson 
+FOR
+AGAINST
+ABSTAIN 
+2. 
+TO RATIFY THE SELECTION OF KPMG LLP
+AS THE COMPANY’S INDEPENDENT
+REGISTERED PUBLIC ACCOUNTING FIRM. 
+o 
+o 
+o 
+WILL 
+ATTEND 
+If you plan to attend the Annual Meeting, 
+please mark the WILL ATTEND box 
+o 
+3. 
+In their discretion, the Proxies are authorized
+to vote upon such other business as may properly
+come before such meeting or any and all
+postponements or adjournments thereof. 
+The Board of Directors recommends a vote “For” the
+election of each of the nominees, and “For”
+ratification of the selection of KPMG LLP as the
+Company’s independent registered public accounting firm
+for fiscal 2005. All proposals to be acted upon are
+proposals of the Board of Directors. If any other
+business is properly presented at the Meeting,
+including, among other things, consideration of a
+motion to adjourn the meeting to another time or place
+in order to solicit additional proxies in favor of the
+recommendations of the Board of Directors, this Proxy
+shall be voted by the Proxyholders in accordance with
+the recommendations of a majority of the Board of
+Directors. At the date this Proxy Statement went to
+press, we did not anticipate any other matters would be
+raised at the Meeting. 
+PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
+PROMPTLY USING THE ENCLOSED ENVELOPE. 
+Signature 
+Signature 
+Dated 
+2005 
+Please sign exactly as the name appears above. When shares are held by joint tenants, both
+should sign. When signing as an attorney, executor, administrator, trustee or guardian, please give
+your full title as such. If a corporation, please sign in full corporate name by the President or
+other authorized officer. If a partnership, please sign in the partnership name by an authorized
+person. 
+5 FOLD AND DETACH HERE 5