(1)	Title of each class of securities to which the transaction applies:

(2)	Aggregate number of securities to which the transaction applies:

(3)	Per unit price or other underlying value of the 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 the transaction:

(5)	Total fee paid:

(1)	Amount Previously Paid:

(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:

---

---

---

---

---

---

Q:	Why am I receiving these materials?

A:	The board of directors of Unit Corporation, a Delaware corporation, is providing these proxy materials to you in connection with our annual meeting of stockholders. The meeting will take place on May 7, 2014. As a stockholder, you are invited to attend the meeting and are entitled to and requested to vote on the items of business described in this proxy statement.

Q:	What is included in these materials?

A:	These materials include:

•	this Notice of the Annual Meeting of our Stockholders and Proxy Statement (“proxy statement”); and

•	our Annual Report for the year ended December 31, 2013 (“annual report”).

Q:	Who can vote?

A:	You can vote if you were a stockholder at the close of business on the record date, March 10, 2014. On that date, there were 49,566,723 shares outstanding and entitled to vote at the meeting.

Q:	What information is contained in this proxy statement?

A:	The information relates to the various proposals to be voted on at the meeting, the voting process, the compensation of our directors and certain executive officers, and certain other required information.

Q:	What is an “NEO?”

A:	An NEO is one of the “named executive officers” for whom we provide compensation information in this proxy statement. For purposes of this proxy statement, our NEOs are:

•	Larry D. Pinkston, our CEO and President;

•	Mark E. Schell, our Senior Vice President, General Counsel, and Secretary;

•	David T. Merrill, our Senior Vice President, Chief Financial Officer, and Treasurer;

•	John Cromling, the Executive Vice President of Unit Drilling Company; and

•	Bradford J. Guidry, the Executive Vice President of Unit Petroleum Company.

Q:	Can I access the proxy materials on the Internet?

A:	Yes. We place the proxy materials on our website at www.unitcorp.com.

Q:	How may I obtain the company's latest 10-K?

A:	You may go to our website, www.unitcorp.com, and download and print a copy of our Form 10-K or you can have one mailed to you at no charge by submitting a request to:

Q:	Who can attend the meeting?

A:	All stockholders can attend.

Q:	What am I voting on?

A:	You are voting on:

•	the election of J. Michael Adcock, Steven B. Hildebrand, Larry C. Payne, and G. Bailey Peyton IV to the board of directors for terms expiring in 2017;

•	a non-binding advisory resolution to approve executive compensation as disclosed in this proxy statement;

---

•	the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2014; and

•	if properly presented, a non-binding advisory vote on a stockholder proposal to adopt a majority voting standard in uncontested director elections.

Q:	How do I cast my vote?

A:	If you hold your shares as a stockholder of record, you can vote in person at the meeting or you can vote by mail, telephone, or the Internet. If you are a street-name stockholder, you will receive instructions from your bank, broker, or other nominee describing how to vote your shares.

Q:	How does the board recommend I vote on the proposals?

A:	The board recommends you vote “FOR” each of Items No. 1, 2, and 3. The board makes no recommendation for Item 4.

Q:	Can I revoke my proxy?

A:	Yes. You can revoke your proxy by:

•	submitting a new proxy;

•	giving written notice before the meeting to our corporate secretary stating that you are revoking your proxy; or

•	attending the meeting and voting your shares in person.

Q:	Who will count the vote?

A:	American Stock Transfer & Trust Company, our transfer agent, will count the vote. A representative of American Stock Transfer & Trust Company will also act as the inspector of election.

Q:	How many votes must be present to hold the annual meeting?

A:

In order to conduct business and have a valid vote at the meeting, a quorum must be present in person or represented by proxies. A quorum is defined as at least a majority of the shares outstanding on the record date and entitled to vote. In accordance with our amended and restated bylaws (“bylaws”) and Delaware law, broker “non-votes” and proxies reflecting abstentions will be considered present and entitled to vote for purposes of determining whether a quorum is present.

Q:	What are broker “non-votes”?

A:

Broker “non-votes” occur when a broker is not permitted to vote shares it holds for a beneficial owner and the beneficial owner does not provide voting instructions. Shares held in a broker's name may be voted by the broker, but only in accordance with the rules of various national and regional securities exchanges. Under those rules, the broker must follow the instructions of the beneficial owner. If instructions are not provided, the broker may generally vote on routine matters but cannot vote on non-routine matters. This means that if you do not provide voting instructions to your broker for the non-routine items on our agenda, your broker will inform the inspector of election that it does not have the authority to vote your shares with respect to those matters. This is referred to as a “broker non-vote.”

Q:	Which ballot measures are considered “routine” or “non-routine”?

A:	The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2014 (Item No. 3) is a matter considered routine under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with Item No. 3.

Q:	How many votes are required to approve the proposals?

A:	Directors will be elected by a plurality of the votes cast. This means that the four nominees with the greatest number of “FOR” votes will be elected as directors. Votes withheld will have no effect on the election of directors. Broker “non-votes” will be treated as though they are not entitled to vote and will not affect the outcome of the director elections.

---

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

A:	Most of our stockholders hold their shares through a broker or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Q:	What shares are included on my proxy card?

A:	Your proxy card represents all shares registered to your account in the same social security number and address. However, the proxy card does not include shares held for participants in our 401(k) plan.

Q:	What does it mean if I get more than one proxy card?

A:	Your shares are probably registered in more than one account. You should vote each proxy card you receive according to the instructions on that specific card. We encourage you to consolidate all your accounts by registering them in the same name, social security number, and address.

Q:	How many votes can I cast?

A:	On each matter, including each director position, you are entitled to one vote per share.

Q:	What happens if additional matters are presented at the meeting?

A:

Other than the items of business described in this proxy statement, we are not aware of any other business to be acted on at the meeting. If you grant a proxy, the persons named as proxyholders, Larry D. Pinkston and Mark E. Schell, will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting. If, for any unforeseen reason, one or more of the board's nominees are not available as a candidate for director, the persons named as proxy holders will vote your proxy for that candidate or candidates as may be nominated by the board on the recommendation of the nominating and governance committee.

Q:	Where can I find the voting results of the annual meeting?

A:	The preliminary voting results will be announced at the annual meeting. The final voting results will be tallied by the inspector of election and published in a current report on Form 8-K, which we are required to file with the SEC within four business days following the annual meeting.

Q:	What is the deadline to propose actions for consideration at next year's annual meeting of stockholders or to nominate individuals to serve as directors?

A:

Stockholder proposals. For a stockholder proposal to be considered for inclusion in our proxy statement for next year's annual meeting, the written proposal must be received by our corporate secretary at our principal executive offices no later than November 21, 2014. If the date of next year's annual meeting is moved more than 30 days before or after the anniversary date of this year's meeting, the deadline for inclusion of proposals in our proxy statement is instead a reasonable time before we begin to print and mail our proxy materials. Proposals will also need to comply with SEC

---

•	not earlier than the close of business on January 7, 2015; and

•	not later than the close of business on February 6, 2015.

•	90 days before the meeting; and

•	10 days after public announcement of the meeting date.

Q:	How is this proxy solicitation being conducted?

A:

We have hired Alliance Advisors, LLC, Bloomfield, New Jersey, as proxy solicitor to assist in the distribution of proxy materials and solicitation of votes. We will pay Alliance Advisors a fee of $7,000 (which includes $2,000 in advance fees for reasonable out-of-pocket expenses), plus any additional reasonable out-of-pocket expenses incurred in connection with their proxy solicitation activities on our behalf. We will reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to stockholders. Some of our employees may also solicit proxies. Alliance Advisors or our employees may solicit proxies in person, by telephone and by mail. None of our employees will receive special compensation for these services, which the employees will perform as part of their regular duties.

---

Q:	What is the company’s fiscal year?

A:	The company’s fiscal year is the calendar year period that ends on the 31st of December. Unless otherwise stated, all information presented in this proxy statement is based on the company’s fiscal year.

Q:	How can I obtain the company's corporate governance information?

A:	Our Internet website is located at www.unitcorp.com. You may also enter www.unitcorp.com/investor/governance.html for a direct link to the following information:

•	Our Bylaws;

•	Audit Committee Charter;

•	Compensation Committee Charter;

•	Nominating and Governance Committee Charter;

•	Corporate Governance Guidelines;

•	Code of Business Conduct and Ethics;

•	Accounting and Auditing Complaint Procedures;

•	Policy and Procedures with respect to Related Person Transactions; and

•	Director Independence Guidelines.

•

the director, or the director's immediate family member received as direct compensation any payment from the company in excess of $120,000 during any twelve-month period within the last three years, other than compensation for board service and pension or other forms of deferred compensation for prior service with the company, except that compensation received by an immediate family member for service as an employee of the company (other than as an executive officer) need not be considered in determining independence;

•

the director is an executive officer or employee of, or his or her immediate family member, is an executive officer of, a company, or other for profit entity, to which the company made, or from which the company received for property or services (other than those arising solely from investments in the company's securities), payments in excess of the greater of $1 million or 2% of that company's consolidated gross revenues in any of the last three fiscal years; or

•	the director serves as an executive officer of any tax exempt organization which received contributions from the company in any of the preceding three fiscal years in an aggregate amount that exceeded the greater of $1 million or 2% of that tax exempt organization's consolidated gross revenues.

---

•	Former employees. No director will be independent if he or she is currently, or was at any time within the last three years, an employee of the company.

•	Interlocking directorships. No director, and no immediate family member of a director, may currently be, or have been within the last three years, employed as an executive officer of another company where any of our present executive officers at the same time serves or served on that company's compensation committee.

•	Former executive officers of company. No director will be independent if he or she has any immediate family member that is currently, or was at any time within the last three years, an executive officer of the company.

•

Former auditor. No director will be independent if (i) he or she or an immediate family member is a current partner of a firm that is the company's internal or external auditor; (ii) the director is a current employee of such a firm; (iii) the director has an immediate family member who is a current employee of such a firm; and who participates in the firm's audit, assurance or tax compliance (but not tax planning) practice; or (iv) the director or an immediate family member was at any time within the last three years but is no longer a partner or employee of such a firm and personally worked on the company's audit within that time.

•	receives directly or indirectly any consulting, advisory, or compensatory fee from the company, other than fees for service as a director or fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the company (provided that such compensation is not contingent in any way on continued service); or

•	is an affiliated person of the company or its subsidiaries, as determined in accordance with SEC regulations. In this regard, audit committee members are prohibited from owning or controlling more than 10% of any class of the company's voting securities or such lower amount as may be established by the SEC.

•	receives directly or indirectly any remuneration as specified for purposes of Section 162(m) of the Internal Revenue Code;

•	has ever been an officer of the company;

•	has a direct or indirect material interest in any transaction, arrangement or relationship or any series of similar transactions, arrangements or relationships required to be disclosed under SEC Regulation S-K Item 404(a) and involving, generally, amounts in excess of $120,000; or

•	otherwise has a relationship that is material to that director's ability to be independent from management in connection with the duties of a compensation committee member.

---

•	audit;

•	compensation; and

•	nominating and governance.

---

•	selecting our independent registered public accounting firm;

•	approving all audit engagement fees and terms;

•	pre-approving all audit and non-audit services to be rendered by our independent registered public accounting firm;

•	reviewing and approving our annual and quarterly financial statements;

•	consulting with our employees and our independent registered public accounting firm to determine the adequacy of our internal accounting controls over financial reporting;

•	overseeing our relationship with our independent registered public accounting firm;

•	overseeing our internal audit functions;

•	reviewing with our independent registered public accounting firm and our internal audit department and management any significant matters regarding internal controls over financial reporting that may come to their attention during the conduct of their audit;

•	recommending to our board whether the financial statements should be included in our annual report on Form 10-K;

•	reviewing our earnings press releases, as well as our policies with respect to the publication of our earnings and other financial information; and

•	monitoring our ongoing risk assessment and management activities.

•	annually reviews and approves any corporate goals and objectives relevant to our CEO's compensation, and makes recommendations to the board as to our CEO's compensation;

•	recommends to our board the compensation of our other executive officers and certain key employees;

•	reviews the severance arrangements, change-in-control agreements, and any special or supplemental benefits or plans (if any) applicable to our NEOs;

•	administers any director and employee compensation plans, policies and programs, and discharges its duties under those plans;

•	annually evaluates the risk associated with our compensation programs and practices;

•	recommends director compensation;

•	reviews and approves the “compensation discussion and analysis” for inclusion in our proxy statement; and

•	has the authority to retain and compensate compensation consultants or other advisors that assist the committee in its evaluation of director, CEO, or executive officer compensation, and to assess the independence of any such advisors.

---

•	advising the board as a whole on corporate governance matters;

•	advising the board on the size and composition of the board;

•	identifying those individuals qualified to become board members, consistent with any criteria approved by the board;

•	recommending a slate of nominees for election to the board;

•	recommending membership to each board committee;

•	reviewing the continuing qualification of our directors to serve on the board and its committees;

•	reviewing any candidates recommended by our stockholders;

•	leading the board and its committees in an annual self-assessment;

•	considering and resolving questions of possible conflicts of interest of board members or the company's senior executives; and

•	identifying best practices and recommending corporate governance principles, including giving proper attention and making effective responses to stockholder concerns regarding corporate governance.

---

---

---

---

(1)	Represents cash compensation for board and committee meeting attendance, retainers, and service as a board or committee chairman.

(2)

The amounts included for each director in the “Stock Awards” column are aggregate grant date fair value computed in accordance with FASB ASC Topic 718 based on a stock price of $41.65, reflecting the fair market value on the date of grant. On May 2, 2013, each director, other than Mr. Williams, was granted a restricted stock award for 2,641 shares with a grant date fair value of $110,000. The non-employee directors have the following aggregate number of stock and option awards outstanding at December 31, 2013:

---

(3)	Mr. Williams served as a non-employee director from January 1, 2013 until his death on May 1, 2013. Mr. Williams had served as a non-employee director since 1988.

(1)

Includes the following shares of common stock held under our 401(k) thrift plan as of March 13, 2014: Mr. Pinkston, 7,601 shares; Mr. Schell, 38,557 shares; Mr. Merrill, 7,076 shares; Mr. Cromling, 3,489 shares; Mr. Guidry, 2,790 shares; and directors and executive officers as a group, 62,532 shares. Entry for Mr. Pinkston also includes 300 shares owned by his minor child. Reflects the following shares held jointly with spouses: Mr. Schell, 87,528 shares, Mr. Christopher, 3,912 shares, and Mr. Peyton, 7,462 shares. Excludes unvested common stock, which is set forth separately in column (c).

(2)	Of the shares listed as being beneficially owned, the following individuals disclaim any beneficial interest in shares held by spouses, trusts or for the benefit of family members: Mr. Adcock, 17,891 shares; Mr. Nikkel, 35,000 shares; and Mr. Hildebrand, 3,000 shares.

(3)	The stock appreciation rights (all settled in stock) and options have all vested, but have not been exercised.

(4)	Represents unvested shares of restricted stock over which the named executive officer or director has voting power but not investment power.

---

(1)	Beneficial ownership is based on the Schedule 13G, 13G/A, or 13D most recently filed by the stockholder or other information provided to us. Beneficial ownership may under certain circumstances include both voting power and investment power. Information is provided for reporting purposes only and should not be construed as an admission of actual beneficial ownership.

(2)	Based on the number of issued and outstanding shares of our common stock as of March 10, 2014.

•	Made significant safety performance improvements;

•	Sold four idle 2,000 horsepower drilling rigs and one idle 3,000 horsepower drilling rig;

•	Entered into a purchase and sale agreement to sell four additional idle 3,000 horsepower rigs that closed in the first quarter of 2014;

•	Designed and built the first new proprietary drilling rig (BOSS) and obtained third-party commitments for two additional BOSS rigs for which contracts were entered into during 2013;

---

•	Refurbished and upgraded several existing drilling rigs; and

•	Entered a new geographic market with two drilling rigs in the Permian Basin of West Texas.

•	Replaced 161% of annual production with new reserves;

•	Finished the year with proved reserves of 160 million barrels of oil equivalents (MMBoe), a 7% increase over prior year;

•	Liquids reserves increased 10% and the PV-10 value of reserves increased 21%;

•	All-in finding and development costs were $17.00 per barrel, a decrease of 18% from 2012;

•	Annual production was 16.7 MMBoe, an increase of 18% over 2012;

•	Sold non-core oil and gas properties with proceeds of $79 million;

•	Established a new emerging play in the Anadarko Basin; and

•	Continued to execute on liquids focus strategy.

•	Gas gathered volumes per day were 309,554 Mcf, an increase of 24% over 2012;

•	Gas processed volumes per day were 140,584 Mcf, an increase of 5% over 2012;

•	Increased the contract mix as a percentage of volume for fee-based contracts to 62% from 39% in 2012;

•	Completed the installation of a 30 MMcf per day plant and made substantial progress on installation of a new 60 MMcf per day processing plant at the Bellmon facility;

•	Completed construction of new gathering and processing facility and the related installation of two gas processing plants in Reno County, Kansas; and

•	Completed 155 miles of line extension and connected 150 wells to our systems.

•	Reduced long-term debt $71 million to $646 million; and

•	Reduced the debt to capitalization ratio to 23% from 27%.

•

Clawback rights – We have the right to “clawback” our long-term incentive compensation paid to any executive who commits specific acts of fraud or dishonesty. Additionally, the CEO or CFO might be required to reimburse us for any incentive compensation, bonus or equity, received within the 12-month period following the filing of materially noncompliant financial reports requiring an accounting restatement due to specified misconduct.

•	Performance metrics – Since 2011, we have awarded a portion of our short- and long-term incentive awards subject to certain performance metrics; effective February 2014, we increased from 30% to 40% the portion of our NEOs' long-term incentives that are subject to performance conditions.

•	Stock Ownership and Retention Guidelines for Directors and NEOS – In February 2014, we adopted stock ownership guidelines that apply to our directors and named executive officers.

•	Hedging and Pledging Policy – In February 2014, we adopted a specific policy that formalizes our previous practice of prohibiting our directors and named executive officers (and any other officers filing Section 16 reports with the SEC) from hedging or pledging company common stock.

•	Ongoing compensation risk assessment – Our compensation committee conducts a formal annual compensation risk assessment. The committee has determined that, as currently designed, there are adequate design features and controls in place to ensure that our compensation plans and design do not expose the company to undue risks.

•

Trend toward longer-term and at-risk compensation for executives – Our practices with respect to the mix between long-term and short-term compensation, and between time-vested and performance-vested (“at risk”) compensation have shifted over the past several years. As recently as 2006, 82% of our executives’ compensation was in salary and short-term incentives, and only 18% was awarded as long-term (equity) incentives and none of it was subject to performance conditions. In 2013, the ratio was 32% salary and short-term incentives and 68% long-term (equity) incentives. Starting with our February 2014 long-term incentive awards, we have increased from 30% to 40% the percentage that will be subject to performance conditions.

---

•	Our general compensation objectives

•	Elements of our compensation program

•	Our compensation policies and program as they relate to risk management

•	Effect of stockholder say-on-pay vote on compensation decisions

•	Administration of our executive compensation program – overview of the process

•	Role of compensation consultant

•	Role of CEO

•	Peer group

•	2013 salaries

•	2013 long-term incentive awards

•	2013 annual cash bonus awards paid in 2014

•	2014 compensation decisions

•	Executive stock ownership policy

•	Policy on hedging and pledging our securities

•	No backdating, spring-loading, or repricing of options

•	Non-employee director compensation

•	Accounting and tax considerations

•	No employment agreements

•	offer a competitive compensation mix consisting of reasonable salaries, short-term and long-term incentives, as well as certain additional benefits;

•	reward performance that achieves our business objectives and enhances the performance of our common stock; and

•	link executive compensation to our stockholders' interests both generally through the use of equity awards as components of executive and non-executive compensation, and more specifically by tying a portion of both long- and short-term incentive compensation for our executives to various performance goals.

---

---

•	We use a mix of fixed and variable, short-term and long-term compensation;

•	Much of our incentive compensation program is discretionary;

•	Total payouts under all incentive award scenarios are not excessive based on compensation surveys and peer compensation level analyses, and are manageable consistent with our ability to pay these amounts;

•	NEOs receive more long-term than short-term compensation;

•	NEO incentive compensation is subject to clawback under specified circumstances;

•	Effective controls are in place to enhance the integrity of recorded results on any performance measures;

•	Our NEOs have high levels of stock ownership, reflecting a continuing alignment with stockholders and providing continuing incentive to take appropriate levels of risk to increase stockholder value;

•	Our NEOs have lengthy tenure; two have been here more than 25 years and the remainder have been here 10 or more years, and we believe this evidences a continuing commitment to creating value over the long term; and

•	The NEOs' performance-based awards have certain risk-mitigating features, including capped maximum payouts; multiple, complementary metrics that are a mix of absolute and relative measures; appropriately tiered goals/performance levels; and overlapping multi-year vesting terms for restricted stock awards.

---

•	the growth in each segment of the company;

•	net income, cash flow, and asset base growth;

•	long-term debt levels;

•	any acquisitions made during the year;

•	the attainment of any designated business objectives; and

•	our compensation practices compared to those of other companies.

•	Cabot Oil & Gas Corporation

•	Cimarex Energy Company

•	Continental Resources, Inc.

---

•	Denbury Resources, Inc.

•	Forest Oil Corporation

•	Helmerich & Payne, Inc.

•	Newfield Exploration Company

•	Parker Drilling Company

•	Patterson – UTI Energy, Inc.

•	Pioneer Drilling Company (now Pioneer Energy Services Corporation)

•	SandRidge Energy, Inc.

•	SM Energy Company

•	Whiting Petroleum Corporation

•	Atlas Pipeline Partners, LP

•	Cabot Oil & Gas Corporation

•	Cimarex Energy Company

•	Denbury Resources, Inc.

•	Forest Oil Corporation

•	Helmerich & Payne, Inc.

•	Newfield Exploration Company

•	Parker Drilling Company

•	Patterson – UTI Energy, Inc.

•	Pioneer Energy Services Corporation

•	SM Energy Company

•	Whiting Petroleum Corporation

---

(1)	Survey key:

(2)	Aged by 4.0% on an annual basis to be current as of 12/31/12 based on 2012/2013 World at Work Salary Budget Survey and other related surveys or energy-components of larger surveys.

(3)	Adjusted by +15% to reflect added responsibility for HR, Risk Management and Training/Development.

•	Mr. Pinkston – $800,000

•	Mr. Schell – $420,000

•	Mr. Merrill – $420,000

•	Mr. Cromling – $420,000

•	Mr. Guidry – $420,000

•	Attained tax savings through Internal Revenue Code Section 1031 like-kind exchange treatment of exploration and production acquisitions/divestitures;

•	Enhanced the flexibility of the commodity hedging program through prospective adoption of mark-to-market accounting for hedging transactions;

•	Completed a $400 million add-on to its existing senior subordinated notes offering; and

•	Amended the bank credit facility and expanded the syndication with the addition of two new banks.

•	Sold a 600 hp mechanical rig during 2012 that had very limited market capabilities;

•	Added two new drilling rigs into service;

---

•	Increased cash flow per rig per day from $8,496 in 2011 to $9,578 in 2012;

•	Significantly improved safety performance; and

•	Refurbished, upgraded, or returned to service 15 existing drilling rigs.

•	Replaced 337% of 2012 annual production with new reserves (including reserves from the Noble Energy property acquisition);

•	Finished the year with proved reserves of 150 million barrels of oil equivalents (MMBoe), a 29% increase over 2011;

•	Annual oil and gas production was 14.2 MMBoe, an increase of 18% over 2011;

•	Finalized a significant acquisition of properties from Noble Energy;

•	Divested Bakken and East Texas properties (outside our core areas of operations);

•	Established a significant Mississippian position and drilled our first Mississippian horizontal well;

•	Attained significant drilling efficiencies in the Granite Wash and Marmaton plays of Oklahoma;

•	Made a significant new discovery in the Wilcox formation; and

•	Successfully continued its liquids focus strategy.

•	Expanded its Hemphill, Oklahoma processing facility capacity by 45MMcf per day;

•	Completed first phase of Pittsburgh Mills, Pennsylvania gathering system, and started construction of the second phase;

•	Completed construction of Bellman processing system and started an expansion project in Oklahoma;

•	Expanded Cashion, Oklahoma processing facility capacity by 25MMcf per day; and

•	Negotiated new NGLs contract to receive Belview pricing for significant portion of Conway NGLs.

(1)	Mercer Energy Survey (2010-2012), represented as a percentage of salary

(2)	ECI Energy Survey (2011-2012), represented as a percentage of salary

(3)	Actual payments by the 2013 Peer Group (excluding SandRidge) as a percent of salary during the period 2008-2011

(4)	Current targets at February 2013

---

•	Mr. Pinkston – 63,057 shares

•	Mr. Schell – 27,297 shares

•	Mr. Merrill – 27,297 shares

•	Mr. Cromling – 27,297 shares

•	Mr. Guidry – 27,297 shares

---

(1)	Mercer Energy Survey (2010-2012), represented as a percentage of salary

(2)	ECI Energy Survey (2011-2012), represented as a percentage of salary

(3)	Actual payments by the 2013 Peer Group (without SandRidge) as a percent of salary during the period 2008-2011

(4)	Current targets at February 2013

---

---

---

(1)	Defined as percentage of 2012 reserves replaced through 2013 drilling activity.

(2)	Defined as overall rate of return on new wells drilled and PUDs converted in 2013.

(3)	Defined as percentage by which 2013 production increased over 2012 production.

(4)	Defined as total operating costs divided by total production in terms of MCF-equivalent amounts.

(5)	Defined as the cash flow of the company for fiscal 2013 divided by the average assets of the company for for fiscal year 2013.

(6)	Represents cash flow-to-assets ratio at 25th percentile of peer companies.

(7)	Represents cash flow-to-assets ratio at 50th percentile of peer companies.

(8)	Represents cash flow-to-assets ratio at 75th percentile of peer companies.

(1)	Defined as number of recordable accidents per 200,000 man-hours worked.

(2)	Defined as average daily cash flow generated per rig in 2013.

(3)	Defined as average number of rigs operating per day in 2013.

(4)	Defined as total rig hours available but not billed as a ratio of total rig hours available.

(5)	Defined as the cash flow of the company for fiscal year 2013 divided by the average assets of the company for fiscal year 2013.

(6)	Represents cash flow-to-assets ratio at 25th percentile of peer companies.

(7)	Represents cash flow-to-assets ratio at 50th percentile of peer companies.

(8)	Represents cash flow-to-assets ratio at 75th percentile of peer companies.

---

(1)	Expressed as a percentage of salary payable to each division head for the Scorecard Award for his respective business segment.

(2)	40/56 is chosen because maximum payout for segment scorecards for Mr. Pinkston is 40% and maximum scorecard performance for each segment is 56% .

(3)	Scores in this row are based on the Exploration and Production Segment Scorecard; see “Scorecard Total” for Part A. of table for Mr. Guidry, above.

(4)	Scores in this row are based on the Drilling Segment Scorecard; see “Scorecard Total” for Part A. of table for Mr. Cromling, above.

(5)	Scores in this row are based on the Midstream Segment Scorecard; see “Scorecard Total” in table below:

(a)	Defined as the percentage increase in the total volumes gathered for 2013 compared to 2012.

(b)	Defined as business unit EBITDA divided by the average invested capital for 2013.

(c)	Defined as the percentage increase in segment cash flow for 2013 compared to 2012.

(6)	Defined as the relative cash flow of the company for fiscal year 2013 divided by the average assets of the company for fiscal year 2013.

---

(1)	Expressed as a percentage of salary payable to each division head for the Scorecard Award for his respective business segment.

(2)	50% chosen because maximum payout for segment scorecards for Mr. Schell is 28% and maximum scorecard performance for each segment is 56% (28%/56% = 50%).

(3)	Scores in this row are based on the Exploration and Production Segment Scorecard; see "Scorecard Total" for Part A. of table for Mr. Guidry, above.

(4)	Scores in this row are based on the Drilling Segment Scorecard; see "Scorecard Total" for Part A. of table for Mr. Cromling, above.

(5)	Scores in this row are based on the Midstream Segment Scorecard; see footnote 5 to Scorecard for Mr. Pinkston, above.

(6)	Defined as the relative cash flow of the company for fiscal year 2013 divided by the average assets of the company for fiscal year 2013.

(1)	Expressed as a percentage of salary payable to each division head for the Scorecard Award for his respective business segment.

(2)	50% chosen because maximum payout for segment scorecards for Mr. Merrill is 28% and maximum scorecard performance for each segment is 56% (28%/56% = 50%).

(3)	Scores in this row are based on the Exploration and Production Segment Scorecard; see "Scorecard Total" for Part A. of table for Mr. Guidry, above.

(4)	Scores in this row are based on the Drilling Segment Scorecard; see "Scorecard Total" for Part A. of table for Mr. Cromling, above.

(5)	Scores in this row are based on the Midstream Segment Scorecard; see footnote 5 to Scorecard for Mr. Pinkston, above.

(6)	Defined as the relative cash flow of the company for fiscal year 2013 divided by the average assets of the company for fiscal year 2013.

---

•	Mr. Pinkston – $308,193

•	Mr. Schell – $135,891

•	Mr. Merrill – $135,891

•	Mr. Cromling – $135,684

•	Mr. Guidry – $136,721

•	Mr. Pinkston – $832,400

•	Mr. Schell – $437,000

•	Mr. Merrill – $437,000

•	Mr. Cromling – $437,000

•	Mr. Guidry – $437,000

•	Mr. Pinkston – 59,047 shares

•	Mr. Schell – 25,584 shares

•	Mr. Merrill – 25,584 shares

•	Mr. Cromling – 25,584 shares

•	Mr. Guidry – 25,584 shares

---

---

(1)	Compensation deferred at the election of an executive is included in the year earned. During 2011, 2012, and 2013, the NEOs deferred, on a discretionary basis, the following amounts of salary or bonus into our compensation deferral plans:

(2)

The amounts in column (d) reflect the bonus amount earned in the year without regard to the year(s) those amounts were actually paid, and do not include amounts, if any, earned in prior years but paid in the stated year. All amounts listed were awarded and paid during the subsequent fiscal year, but are compensation for the year listed, and were paid at the discretion of the compensation committee.

---

(3)

For 2013, the amounts included in the “Stock Awards” column are the aggregate grant date fair value of these awards based on 128.17% payout for performance at the 76.90 percentile of the peer group, as computed in accordance with FASB ASC Topic 718 “Stock Compensation,” which excludes the effect of estimated forfeitures. For a discussion of the valuation assumptions used in calculating these values for year 2013, see Notes 2 and 13 to our 2013 Consolidated Financial Statements included in our annual report on Form 10-K for the year ended December 31, 2013. The amount shown does not represent amounts paid to the NEOs. If performance had been at its highest level, the award payout would be at 150% and would be as follows:

(4)	Reflects performance-based component of cash bonuses.

(5)	We do not provide for preferential or above-market earnings on deferred compensation.

(6)	The table below shows the components of this column:

*	Our matching contribution is made in shares of our common stock.

**	Represents the imputed income attributable to Mr. Cromling's use of a company vehicle.

---

(1)

These columns show the threshold, target, and maximum potential value of the payment for each NEO if certain performance objectives were achieved between January 1, 2013 and December 31, 2013. Actual payouts were made in February 2014 according to the performance levels reflected in the scorecards set forth starting on page 28 of this proxy statement. Based on scorecard performance, actual payouts were as follows: Mr. Pinkston, $375,807; Mr. Schell, $138,109; Mr. Merrill, $138,109; Mr. Cromling, $86,316; and Mr. Guidry, $203,279.

(2)

Reflects threshold, target, and maximum vesting levels for performance-based restricted stock granted under the Unit Corporation Stock and Incentive Compensation Plan. Actual vesting amounts will be determined based on performance outcomes during the three-year performance period that ends February 12, 2016. Threshold payout requires our 3-year TSR to be at the 40th percentile of the three-year TSR performance levels of the peer group. Target payout requires TSR performance at the 60th percentile of the peer group., and Maximum payout requires TSR performance at the 90th percentile of the peer group. For details on how TSR is calculated for these purposes, see “2013 long-term incentive awards,” page 22.

(3)	Represents time-vested shares of restricted stock granted under the Unit Corporation Stock and Incentive Compensation Plan. Shares will vest in three equal annual installments on March 9th of each of the years 2014 through 2016.

(4)	Grant date fair value of performance-based restricted stock if vesting occurs at 128.17% of target level, based on probable outcome of conditions on date of grant.

---

(1)	Each option grant has a ten-year term. Exercise prices are determined using the closing market price of our common stock on the date of grant.

(2)

Vesting dates for unvested time-vesting restricted stock and unvested and unearned performance-based restricted stock are shown in the table below. Based on our performance as of December 31, 2013, the last trading day of the year, the number of shares of performance-based restricted stock shown to vest on March 9, 2014 reflects a projected payout for performance at the 46.10th percentile of the peer group, and the number of shares of performance-based restricted stock shown to vest on March 9, 2015 and March 9, 2016 reflects a projected payout for performance at the 60th percentile of the peer group.

---

(3)	Market value is determined based on a market value of our common stock of $51.62, the closing price of our common stock on the NYSE on December 31, 2013, the last trading day of the year.

(1)	Value realized equals fair market value of the stock on date of exercise minus the option price times the number of shares exercised.

(2)	Value realized equals fair market value of the stock on date of vesting times the number of shares acquired.

---

---

(1)

Only Messrs. Schell and Guidry contributed to the non-qualified deferred compensation plan in 2013. Column (b) amounts are those actually credited to the executives’ deferred compensation accounts during 2013. If amounts elected for deferral from 2013 compensation, without regard to when credited, had been used instead, column (b) amounts would be: $16,800 for Mr. Schell, and $152,000 for Mr. Guidry. Amounts that appear in both the Non-Qualified Deferred Compensation Table and the Summary Compensation Table for 2013 are set forth in the table below. The table below also quantifies the amounts in the “Aggregate Balance” column (column (f) above)) that represent salary or bonus reported in the Summary Compensation Tables for proxy statements in prior years, as well as the annual rate of return earned by the NEOs during 2013.

(2)	We do not make contributions to our non-qualified deferral plan.

(3)	The aggregate balances represent 2013 executive contributions and associated earnings, as well as amounts that the NEOs earned but elected to defer, plus earnings or losses from prior years' participation in this plan.

---

*	Assumes for purposes of this disclosure only that the amount shown has either vested under the terms of the plan or that a change in control of the company (as defined in the plan) has occurred.

(1)	Any individual, entity or group acquiring beneficial ownership of 20% or more of either the outstanding shares of the company's common stock or the combined voting power of the outstanding voting securities of the company entitled to vote generally for the election of directors;

(2)	Individuals who constitute the board on the date thereof ceasing to constitute a majority of the board (provided that an individual whose election or nomination as a director is approved by a vote of at least a majority of the directors as of the date thereof will be deemed a member of the incumbent board);

(3)	Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the company or the acquisition of assets of another entity, unless following the business combinations:

---

•	all or substantially all of the beneficial owners of the company's then outstanding common stock prior to the business combination own more than 70% of the outstanding common stock of the company resulting from the business combination;

•	no person, entity or group owns 25% or more of the outstanding voting securities of the company resulting from the business combination; and

•	at least a majority of the board of the company resulting from the business combination were members of the company's board prior to the business combination; or

(4)	Approval by our stockholders of a complete liquidation or dissolution of the company.

•	any acquisition directly from the company;

•	any acquisition by the company;

•	any acquisition by any employee benefit plan or related trust sponsored/maintained by the company or an affiliate of the company; or

•	any acquisition related to a statutory reorganization, merger, share exchange or sale of all or substantially all of the company's assets where:

•	all of the beneficial owners of the company's stock just prior to and just after the transaction continue to own more than 60% of the stock and voting power in substantially the same proportion to their pre-transaction interests; and

•	no person beneficially owns 20% or more of the stock result or voting power of the combined organization except to the extent they did so before the transaction; and

•	at least a majority of the board of the new entity were members of the board of the previous entity.

•	the amount of the performance bonus award received by the participant for the performance period ending before the calendar year of the change in control; or

•	the amount that would be payable to the participant assuming the company achieved the target level of the performance objectives for the performance period; or

•	the award amount that would be payable to the participant based on the company's actual performance and achievement of applicable performance objectives for the performance period through the date of the change in control.

•	earned but unpaid compensation;

•	up to three times the executive's base salary plus annual bonus (based on historic annual bonus); and

---

•	the company matching contributions that would have been made had the executive continued to participate in the company's 401(k) plan for up to an additional three years.

(1)	Any individual, entity or group acquiring beneficial ownership of 15% or more of either the outstanding shares of the company's common stock or the combined voting power of the outstanding voting securities of the company entitled to vote generally for the election of directors;

(2)	Individuals who constitute the board on the date thereof cease to constitute a majority of the board, provided that an individual whose election or nomination as a director is approved by a vote of at least a majority of the directors as of the date thereof will be deemed a member of the incumbent board;

(3)	Approval by our stockholders of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the company or the acquisition of assets of another entity, unless following the business combination:

•	all or substantially all of the beneficial owners of our outstanding common stock before the business combination own more than 60% of the outstanding common stock of the corporation resulting from the business combination;

•	no person, entity or group owns 15% or more of the outstanding voting securities of the corporation resulting from the business combination; and

•	at least a majority of the board of the company resulting from the business combination were members of the company's board prior to the business combination; or

(4)	Approval by our stockholders of a complete liquidation or dissolution of the company.

---

---

(1)	It is assumed for purposes of these calculations that all year-to-date accrued salary, bonus and vacation pay is current as of December 31, 2013. This calculation represents the product of 3 and the sum of:

(i)	the executive officer's annual base salary, as defined, and

(ii)	the highest annual bonus (as determined under the agreement).

(2)	The estimated tax gross up is based on the 20% excise tax, grossed up for taxes, on the amount of severance and other benefits above each individual's average five-year W-2 earnings times 3. This estimate is made as of December 31, 2013. For Messrs. Pinkston and Schell, payment due under change-in-control provisions did not exceed their respective base amounts times 3.

(3)	The amount for health and disability coverage was determined by assuming that the rate of cost increases for coverage equals the discount rate applicable to reduce the amount to present value as of December 31, 2013.

(4)	The value of restricted stock assumes a fair market value for our common stock of $51.62, the closing price of our common stock on the NYSE on December 31, 2013. All performance-based restricted stock has been assumed to vest at target. Target means performance at the 60th percentile of the peer group, which pays at 100% of the face value of the performance-based component of the award.

---

---

---

(1)	Audit fees represent fees for professional services provided in connection with the integrated audit of our financial statements and review of our quarterly financial statements and audit services provided in connection with the issuance of consents and assistance with review of documents filed with the SEC.

(2)	Audit-related fees consisted primarily of services provided in connection with audits of an employee benefit plan, oil and gas partnerships, and for 2012, review of the Noble properties acquisition.

(3)	For fiscal 2013 and 2012, respectively, tax fees principally included tax compliance fees of $12,450 and $10,700. No fees for tax advice were incurred in 2012, and $1,250 in tax advice fees were incurred in 2013.

(1)	Audit services include audit work performed on the financial statements, internal control over financial reporting, as well as work that generally only the independent registered public accounting firm can reasonably be expected to provide, including comfort letters, statutory audits, and discussions surrounding the proper application of financial accounting and reporting standards.

(2)	Audit-related services are for assurance and related services that are traditionally performed by the independent registered public accounting firm, including due diligence related to mergers and acquisitions, employee benefit plan audits, and special procedures required to meet certain regulatory requirements.

(3)

Tax services include all services, except those services specifically related to the audit of the financial statements performed by the independent registered public accounting firm's tax personnel, including tax analysis; assisting with coordination of execution of tax related activities, primarily in the area of corporate development; supporting other tax related regulatory requirements; and tax compliance and reporting.

(4)	Other Fees are those associated with services not captured in the other categories. We generally do not request such services from the independent registered public accounting firm.

---

ITEM 1:	ELECTION OF DIRECTORS

---

---

---

ITEM 2:	ADVISORY VOTE ON EXECUTIVE COMPENSATION (“SAY ON PAY”)

ITEM 3:	RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

---

ITEM 4:	STOCKHOLDER PROPOSAL REGARDING MAJORITY VOTING FOR UNCONTESTED DIRECTOR ELECTIONS

---

•	not earlier than the close of business on January 7, 2015; and

•	not later than the close of business on February 6, 2015.

•	90 days before the meeting; and

•	10 days after public announcement of the meeting date.

---

•	if you would like to receive information about the company:

•	if you would like to contact us directly, please call our Investor Relations Department at (918) 493-7700, or send your correspondence to the following address:

---

---