Page 6 of 8 – SEC Filing
| Item 4. | Purpose of Transaction |
On January 31, 2018, Corvex Master Fund, LP (Corvex Master),
one of the Corvex Funds, delivered to the Issuer a letter notifying the Issuer of its intent to nominate four persons (the Corvex Nominees) for election to the Board at the Issuers 2018 annual meeting of shareholders. The Corvex
Nominees are José Maria Alapont, Jonathan Cohen, Daniel Herz, and Vincent Intrieri. The biographies of the Corvex Nominees were included in a press release issued on January 31, 2018, which is attached as Exhibit 11 hereto and is
incorporated herein by reference. All such Corvex Nominees have agreed to serve as directors if elected. Corvex has agreed to provide certain indemnification to the Corvex Nominees with respect to their service as Corvex Nominees.
IMPORTANT INFORMATION
In connection with their intended proxy
solicitation, Corvex and/or certain of its affiliates intend to file a proxy statement with the SEC to solicit shareholders of the Issuer.
SECURITY
HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY CORVEX AND/OR ITS AFFILIATES FROM THE SHAREHOLDERS OF ENERGEN CORPORATION FOR USE AT ITS 2018 ANNUAL MEETING OF SHAREHOLDERS WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION. WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED TO SHAREHOLDERS OF
ENERGEN CORPORATION AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE SECS WEBSITE AT HTTP://WWW.SEC.GOV.
In accordance with Rule 14a-12(a)(1)(i) under the Securities Exchange Act of 1934, as amended, the following persons are anticipated to be, or may be deemed to be, participants in any such proxy solicitation: Corvex Management LP, Keith
Meister, Corvex Master Fund, LP, Corvex Select Equity Master Fund LP, José Maria Alapont, Jonathan Z. Cohen, Daniel C. Herz and Vincent J. Intrieri. Certain of these persons hold or may be deemed to hold direct or indirect interests as of
4:00 p.m. New York City time on January 31, 2018 as follows: Corvex Management LP beneficially owns 9,710,474 shares of common stock of the Issuer; Keith Meister beneficially owns 9,710,474 shares of common stock of the Issuer; Corvex Master
Fund, LP is the record holder of 1,000 shares of common stock of the Issuer and is the street name holder of 7,009,080 shares of common stock of the Issuer; Corvex Select Equity Master Fund LP is the street name holder of 1,244,346 shares of common
stock of the Issuer and holder of over-the-counter market American-style call options referencing 1,456,048 shares of common stock of the Issuer; Vincent J. Intrieri
beneficially owns 10,500 shares of common stock of the Issuer; each of the Corvex Nominees has an interest in being nominated and elected as a director of the Issuer but no Corvex Nominee other than Vincent J. Intrieri beneficially owns any shares
of common stock of the Issuer.
The Covex Persons intend to review their investment in the Issuer on a continuing basis and may from time to time and at
any time in the future depending on various factors, including, without limitation, the Issuers financial position and strategic direction, actions taken by the Board, price levels of the Shares, other investment opportunities available to the
Covex Persons, conditions in the securities market and general economic and industry conditions, take such actions with respect to their investments in the Issuer as they deem appropriate, which may include further discussions with the Issuer
regarding matters previously disclosed in this Schedule 13D, as well as seeking direct discussions with, and changes or additions to, the Board, including by virtue of increasing their share ownership back to a level that would permit the calling of
a special meeting to expand the Board and filling newly created vacancies, or alternatively, at any level of share ownership, seeking to propose such action at an annual meeting of shareholders, in either case if it is ultimately determined by the
Supreme Court of Alabama that a shareholder is permitted to take such action. These actions may include, without limitation: (i) acquiring additional Shares and/or other equity, debt, notes, other securities, or derivative or other instruments
that are convertible into Shares, or are based upon or relate to the value of the Shares or the Issuer (collectively, Securities) in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market
or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; or (iv) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
