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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washingto n, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant þ

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))
þ Definitive Proxy Statement
¨ Definitive Additional Materials
¨ Soliciting Material Pursuant to §240.14a-12

Whiting Petroleum 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):
þ No fee required.
¨ 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:
¨ 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:

SEC 1913 (11-01) 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.

WHITING PETROLEUM CORPORATION

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 17, 2016

Dear Stockholder:

The annual meeting of stockholders of Whiting Petroleum Corporation will be held on Tuesday, May 17, 2016, at 10:00 a.m., Mountain Time, in the Hyatt Regency Denver Convention Center Capitol Ballroom, located on the 2 nd floor at 650 15 th Street, Denver, Colorado 80202, for the following purposes:

to elect three directors to hold office until the 2019 annual meeting of stockholders and until their successors are duly elected and qualified;

to approve, by advisory vote, the compensation of our named executive officers as disclosed in the accompanying proxy statement;

to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2016;

to adopt and approve an amendment to our Restated Certificate of Incorporation to declassify our Board of Directors and provide for the annual elections of directors;

to adopt and approve an amendment to our Restated Certificate of Incorporation to increase the number of authorized shares of common stock;

to approve an amendment and restatement of the Whiting Petroleum Corporation 2013 Equity Incentive Plan; and

to consider and act upon such other business as may properly come before the meeting or any adjournment or postponement thereof.

The close of business on March 22, 2016 has been fixed as the record date for the determination of stockholders entitled to notice of, and to vote at, the annual meeting and any adjournment or postponement thereof.

Your vote is important no matter how large or small your holdings may be. To assure your representation at the annual meeting, please vote your shares over the Internet or via the toll-free telephone number as instructed in the Notice of Internet Availability of Proxy Materials. You also may request a printed proxy card to submit your vote by mail. For more details, see How do I vote? under Questions and Answers About the Annual Meeting and Voting in the accompanying proxy statement.

By Order of the Board of Directors
WHITING PETROLEUM CORPORATION
Bruce R. DeBoer
Corporate Secretary

Denver, Colorado

April 4, 2016

PROXY STATEMENT

TABLE OF CONTENTS

Page

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

1

CORPORATE GOVERNANCE

7

Our Commitment to Enhanced Corporate Governance Practices

7

Proposal 1 Election of Directors

7

Nominees for Election at the Annual Meeting

8

Directors Continuing in Office

8

Governance Information

10

Corporate Governance Documents

10

Independence of Directors

10

Transactions with Related Persons

10

Meetings and Attendance

11

Selection of Director Candidates

11

Board Leadership Structure; Lead Director

12

Role of the Board in Risk Oversight

12

Communications with Directors; Stockholder Engagement

13

Board Committee Information

13

Audit Committee

13

Compensation Committee

13

Nominating and Governance Committee

14

Director Compensation

14

Stock Ownership Guidelines

15

SHARE OWNERSHIP

16

Directors and Executive Officers

16

Certain Beneficial Owners

17

Section 16(a) Beneficial Ownership Reporting Compliance

17

EXECUTIVE COMPENSATION

18

Compensation Discussion and Analysis

18

Engagement with Our Stockholders to Develop Executive Compensation Program for 2015

18

Our Response to Stockholder Feedback: Significant Changes to Our Executive Compensation Program for 2015

20

Changes to Our Executive Compensation Program for 2016

21

2015 Business Highlights

22

Objectives of Executive Compensation Program

22

Elements of Compensation/Why We Chose Each/How Each Relates to Objectives

22

How We Chose Amounts for Each Element

24

Role of Our Compensation Committee, Named Executive Officers and Compensation Consultant

28

Peer Group for 2015 Compensation

29

Termination and Change in Control Arrangements

30

Policy on Recoupment of Incentive-Based Compensation

31

Stock Ownership Guidelines

32

Policy Prohibiting Pledging and Hedging Shares of Stock

32

Accounting and Tax Treatment of Compensation

32

Compensation Committee Report

33

Compensation Committee Interlocks and Insider Participation

33

Executive Compensation Tables

33

Summary Compensation Table

33

Grants of Plan-Based Awards

34

Outstanding Equity Awards at 2015 Year-End

36

Option Exercises and Stock Vested

37

Potential Payments Upon Termination or Change in Control

37

Proposal 2 Advisory Vote on the Compensation of Our Named Executive Officers

41

AUDIT MATTERS

43

Audit Committee Report

43
Page

Proposal 3 Ratification of Appointment of Independent Registered Public Accounting Firm

43

Audit and Non-Audit Fees and Services

44

OTHER PROPOSALS

45

Proposal 4 Approval of an Amendment to Our Certificate of Incorporation to Declassify Our Board of Directors and Provide for the Annual Elections of Directors

45

Proposal 5 Approval of an Amendment to Our Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock

46

Proposal 6 Approval of an Amendment and Restatement of the Whiting Petroleum Corporation 2013 Equity Incentive Plan

47

Summary and Background

47

Updated Share Information and Burn Rate

48

Authorized Shares and Stock Price

48

Summary of the Terms of the Incentive Plan

48

Certain Federal Income Tax Consequences

56

Future Plan Benefits

59

Equity Compensation Plan Information

59

STOCKHOLDER PROPOSALS

60

Appendix A Amendment to Certificate of Incorporation to Declassify Our Board of Directors and Provide for the Annual Elections of Directors

A-1

Appendix B Amendment to Our Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock

B-1

Appendix C Amended and Restated Whiting Petroleum Corporation 2013 Equity Incentive Plan

C-1

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

Why did I receive these proxy materials?

We are providing these proxy materials in connection with the solicitation by the Board of Directors (the Board) of Whiting Petroleum Corporation of proxies to be voted at our annual meeting of stockholders to be held on Tuesday, May 17, 2016, at 10:00 a.m., Mountain Time, in the Hyatt Regency Denver Convention Center Capitol Ballroom, located on the 2 nd floor at 650 15 th Street, Denver, Colorado 80202, and any adjournment or postponement thereof (the Annual Meeting) for the purposes set forth in the attached Notice of Annual Meeting of Stockholders. The Notice of Annual Meeting of Stockholders and this proxy statement and a proxy or voting instruction card are being mailed or made available to stockholders starting on or before April 4, 2016.

Why did I receive a Notice of Internet Availability of Proxy Materials but no proxy materials?

We distribute our proxy materials to certain stockholders via the Internet under the Notice and Access approach permitted by rules of the Securities and Exchange Commission (SEC). This approach conserves natural resources and reduces our distribution costs, while providing a timely and convenient method of accessing the materials and voting. On or before April 4, 2016, we mailed a Notice of Internet Availability of Proxy Materials to participating stockholders, containing instructions on how to access the proxy materials on the Internet to vote your shares over the Internet or by telephone. You will not receive a printed copy of the proxy materials unless you request them. If you would like to receive a printed copy of our proxy materials, including a printed proxy card on which you may submit your vote by mail, then you should follow the instructions for obtaining a printed copy of our proxy materials contained in the Notice of Internet Availability of Proxy Materials.

What do I need to do to attend the Annual Meeting?

Admission to the Annual Meeting is limited to stockholders as of the close of business on March 22, 2016 and their authorized proxy holders. If you hold your shares in your name as a stockholder of record and you plan to attend the Annual Meeting, you will need proof of ownership of our stock. If your shares are held in the name of a broker, bank or other holder of record and you plan to attend the Annual Meeting, you must present proof of your ownership of our stock, such as a bank or brokerage account statement, to be admitted to the Annual Meeting. In each case, the individual must have a valid government-issued photo identification to be admitted to the Annual Meeting.

For directions to the annual meeting, please write to Corporate Secretary, Whiting Petroleum Corporation, 1700 Broadway, Suite 2300, Denver, Colorado 80290-2300 or call (303) 837-1661.

Who is entitled to vote at the Annual Meeting?

Holders of our common stock at the close of business on March 22, 2016 are entitled to receive the Notice of Annual Meeting of Stockholders and to vote their shares at the Annual Meeting. As of that date, there were 209,873,574 shares of our common stock outstanding and entitled to vote. Each share of common stock is entitled to one vote on each matter properly brought before the Annual Meeting.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares are registered in your name with our transfer agent, Computershare, you are the stockholder of record of those shares. The Notice of Annual Meeting of Stockholders and this proxy statement and any accompanying materials have been provided directly to you by us.

If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the beneficial owner of those shares, and the Notice of Annual Meeting of Stockholders and this Proxy Statement and any accompanying documents have been provided to you by your broker, bank or other

holder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record how to vote your shares by using the voting instruction card or by following their instructions for voting by telephone or on the Internet.

How do I vote?

You may vote using any of the following methods:

By Internet: You can vote over the Internet at www.envisionreports.com/WLL by following the instructions in the Notice of Internet Availability of Proxy Materials or on the proxy card.

By Telephone: You can vote over the telephone by following the instructions in the Notice of Internet Availability of Proxy Materials or on the proxy card.

By Mail: If you have requested or received a proxy or voting instruction card by mail, you can vote by completing, signing and dating the accompanying proxy or voting instruction card and returning it in the prepaid envelope. If you are a stockholder of record and return your signed proxy card but do not indicate your voting preferences, the persons named in the proxy card will vote the shares represented by your proxy card as recommended by the Board of Directors.

At the Annual Meeting: Stockholders who attend the Annual Meeting may vote in person at the Annual Meeting. You may also be represented by another person at the Meeting by executing a proper proxy designating that person. If you are a beneficial owner of shares, you must obtain a legal proxy from your broker, bank or other holder of record and present it to the inspectors of election with your ballot to be able to vote at the Annual Meeting.

Internet and telephone voting facilities for stockholders of record will be available 24 hours a day until 1:00 a.m., Eastern Time, on May 17, 2016. The availability of Internet and telephone voting for beneficial owners will depend on the voting processes of your broker, bank or other holder of record. We therefore recommend...


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