formdefa14a.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
 
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.  ___)

Filed by the Registrant  T

Filed by a Party other than the Registrant  £

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Preliminary proxy statement.
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Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)).
£
Definitive Proxy Statement.
T
Definitive Additional Materials.
£
Soliciting Material Pursuant to Rule 14a-12.

Commission File No.  001-33999

NORTHERN OIL AND GAS, 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):

T
No fee required.
£
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
 
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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):
 
 
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Total fee paid:
 
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Fee paid previously with preliminary materials:
  

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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.
 
 
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on May 28, 2015.
 
NORTHERN OIL AND GAS, INC.
  
 
Meeting Information
 
  
   
Meeting Type:         Annual Meeting
  
   
For holders as of:    April 2, 2015
  
   
Date: May 28, 2015  Time: 10:00 AM CDT
  
   
Location:   Hilton Minneapolis
  
   
  1001 Marquette Avenue
  Minneapolis, Minnesota 55403
 
  
       
NORTHERN  OIL AND GAS, INC.
315 MANITOBA AVENUE, SUITE 200 WAYZATA,  MN 55391
  
You are receiving this communication because you hold shares in the company named above.

This is not a ballot. You cannot use this notice to vote these shares.  This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.
  
       
   
See the reverse side of this notice to obtain proxy materials and voting instructions.
  
 
 
 
 
 
-----------    Before You Vote   ----------
How to Access the Proxy Materials
 
Proxy Materials Available to VIEW or RECEIVE:
 
NOTICE AND PROXY STATEMENT
ANNUAL REPORT ON FORM 10-K
How to View Online:
  
Have the information that is printed in the box marked by the arrow → XXXX XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote .com.
How to Request and Receive a PAPER or E-MAIL Copy:
  
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
1) BY INTERNET:      www.proxyvote.com
2) BY TELEPHONE:  1-800-579-1639
3) BY E-MAIL*:          sendmaterial@proxyvote.com
  
   
*If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow → XXXX XXXX XXXX XXXX  (located on the following page) in the subject line.
 
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 14, 2015 to facilitate timely delivery.
 
-----------    How To Vote   ----------
Please Choose One of the Following Voting Methods
 
Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
Vote By Internet: To vote now by Internet, go to www.proxyvote.com.  Have the information that is printed in the box marked by the arrow → XXXX XXXX XXXX XXXX  (located on the following page) available and follow the instructions.
 
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
 
 
 
 
 
Voting Items  
 
The Board of Directors recommends you vote
FOR the following:
 
1. 
Election of Directors
 
Nominees:
 
01)    Michael Reger      04)    Delos Cy Jamison
02)    Lisa Bromiley       05)    Jack King
03)    Robert Grabb        06)    Richard Weber
 
The Board of Directors recommends   you vote FOR   proposals 2, 3 and 4.
 
2. 
To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015.

3. 
To approve an amendment to the 2013 Incentive Plan.

4. 
To approve, by a non-binding advisory vote, the compensation paid to our named executive officers as disclosed in our proxy statement.
 
NOTE: Such other business as may properly come before the meeting or any adjournment thereof.