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CARRIZO OIL & GAS INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Financial Statements and Exhibits

May 16, 2014

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Carrizo Oil & Gas, Inc. (the "Company") held its annual meeting of shareholders on Thursday, May 15, 2014, at 9:00 a.m., Central time, in Houston, Texas. At the annual meeting, the shareholders approved the amendment and restatement of the Incentive Plan of Carrizo Oil & Gas, Inc. (the "Incentive Plan"), which, among other things: • authorized 3,577,500 additional shares for issuance pursuant to the Incentive Plan; • clarified that the performance goals set forth in the Incentive Plan, which meet the requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended, necessary for the deductibility of certain performance-based compensation, may specifically relate to the Company's divisions or geographic regions or may be made by comparison to a peer group of companies and specify certain types of measures that may be used with respect to the performance goals; • allowed the Compensation Committee to provide with respect to performance awards that any evaluation of performance may include or exclude various specified events that occurs during a performance period; • provided that no dividend equivalents may be paid in respect of awards of stock options or stock appreciation rights; • provided that awards may be subject to any clawback policy that may be adopted by the Company; and

• made other administrative, clarifying and updating changes.

The foregoing description of the amendment and restatement of the Incentive Plan is not complete and is qualified by reference to the complete document, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. Item 5.07 Submission of Matters to a Vote of Security Holders. The Company held its annual meeting of shareholders on Thursday, May 15, 2014, at 9:00 a.m., Central time, in Houston, Texas. The certified results of the matters voted upon at the meeting, which are more fully described in the Company's annual proxy statement, are as set forth below. The following nominees for directors were elected to serve one-year terms: Nominee

For Withheld Broker Non-Votes S.P. Johnson IV 37,731,088 405,181 3,934,635 Steven A. Webster 32,559,786 5,576,483 3,934,635 Thomas L. Carter, Jr. 34,434,370 3,701,899 3,934,635 Robert F. Fulton 37,328,202 808,067 3,934,635 F. Gardner Parker 34,835,766 3,300,503 3,934,635 Roger A. Ramsey 37,852,124 284,145 3,934,635 Frank A. Wojtek 36,409,935 1,726,334 3,934,635

The shareholders approved (by a majority of 97.1%), on a non-binding, advisory basis, the compensation of the Company's named executive officers:

For Against Abstain Broker Non-Votes 36,892,979 1,111,047 132,242


The shareholders approved an amendment and restatement of the Incentive Plan to authorize 3,577,500 additional shares for issuance, to affirm as modified the material terms of the performance goals and to make other changes to the Incentive Plan:

For Against Abstain Broker Non-Votes 30,490,803 7,584,440 60,934 3,934,727 The shareholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014: For Against Abstain Broker Non-Votes 42,000,341 58,288 12,275 - 2


Item 9.01 Financial Statements and Exhibits. Exhibit Number Exhibit Description *10.1 - Amended and Restated Incentive Plan of Carrizo Oil & Gas, Inc. effective as of May 15, 2014 * Filed herewith. 3


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Source: Edgar Glimpses

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