UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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Filed by a Party other than the Registrant [ ]
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| [ ] | Definitive Proxy Statement |
| [ X ] | Definitive Additional Materials |
| [ ] | Soliciting Material under Rule 14a-12 |
CARRIZO OIL & GAS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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CARRIZO OIL & GAS, INC.
June 2, 2011
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints S.P. Johnson IV and Paul F. Boling, jointly and severally, proxies, with full power of substitution and with discretionary authority to vote all shares of Common Stock that the undersigned is entitled to vote at the Annual Meeting of Shareholders of Carrizo Oil & Gas, Inc. (the “Company”) to be held on Thursday, June 2, 2011, at the 1st Floor auditorium, 1000 Louisiana Street, Houston, Texas, at 9:00 a.m. Central Daylight Time or at any adjournment thereof, hereby revoking any proxy heretofore given. This proxy, when properly executed, will be voted in the manner directed herein.
In the absence of specific directions to the contrary, this proxy will be voted FOR the election of each of the directors named on the reverse side, FOR the advisory vote to approve the executive compensation of the Company’s named executive officers, for a selection of 1 YEAR regarding the frequency of the advisory vote on the Company’s executive compensation, FOR the approval of KPMG LLP as the Company’s independent registered public accounting firm for 2011, and, if properly presented, AGAINST the shareholder proposal, and in the discretion of the proxies, upon such other matters as may properly come before the meeting.
The undersigned hereby acknowledges receipt of the Notice of, and Proxy Statement for, the aforementioned Annual Meeting.
(Continued and to be signed on the reverse side)
14475
ANNUAL MEETING OF SHAREHOLDERS OF
CARRIZO OIL & GAS, INC.
June 2, 2011
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, proxy statement and proxy card are available at www.crzo.net/uploads/proxy20110429.pdf
Please sign, date and mail your proxy card in the envelope provided as soon as possible.
Please detach along perforated line and mail in the envelope provided.
20603004003003000000 2 060211
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x
The Board of Directors recommends that you vote FOR ALL NOMINEES:
1. Election of Directors:
The Board of Directors recommends that you vote FOR proposal 2.
NOMINEES: FOR AGAINST ABSTAIN
2. To approve, on a non-binding advisory basis, the compensation
FOR ALL NOMINEES
S.P. Johnson IV
of the Company’s named executive officers.
Steven A. Webster
WITHHOLD AUTHORITY Thomas L. Carter, Jr.
FOR ALL NOMINEES
F. Gardner Parker
The Board of Directors recommends that you vote 1 YEAR on proposal 3.
Roger A. Ramsey
FOR ALL EXCEPT
(See instructions below)
Frank A. Wojtek 1 YEAR 2 YEARS 3 YEARS ABSTAIN
3. To approve, on a non-binding advisory basis, the frequency of future advisory votes on executive compensation
The Board of Directors recommends that you vote FOR proposal 4.
FOR AGAINST ABSTAIN
4. To ratify the appointment of KPMG LLP as the Company’s
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL independent registered public accounting firm for the fiscal EXCEPT” and fill in the circle next to each nominee you wish to withhold, as year ending December 31, 2011. shown here:
The Board of Directors recommends that you vote AGAINST proposal 5.
FOR AGAINST ABSTAIN
5. To vote on a shareholder proposal, if properly presented at the meeting.
6. With discretionary authority as to such other matters as may properly come before the meeting.
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.
Signature of Shareholder Date: Signature of Shareholder Date:
Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.