(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:

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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 6, 2015. 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 Stockholders and Proxy Statement (“proxy statement”); and

•	our Annual Report for the year ended December 31, 2014 (“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 9, 2015. On that date, there were 50,404,928 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, our Executive Vice President of Unit Drilling Company; and

•	Bradford J. Guidry, our 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 John G. Nikkel, Robert J. Sullivan Jr., and Gary R. Christopher to the board of directors for terms expiring in 2018;

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

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•

the approval of the Second Amended and Restated Unit Corporation Stock and Incentive Compensation Plan to, among other things, increase the number of shares of stock authorized for issuance from 3,300,000 to 4,500,000, to approve for purposes of Section 162(m) of the Internal Revenue Code amendments to the list of available performance factors for performance-based compensation, to increase the maximum annual award limits applicable to performance-based awards under the plan, and to add maximum award limits for non-employee director awards; and

•	the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2015.

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 item.

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 2015 (Item No. 4) 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. 4.

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

A:	This is not a contested election (an election in which the number of nominees for director is greater than the number of directors to be elected), so directors will be elected by the affirmative vote of a majority of the votes cast. A majority of

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Q:	Previous proxy statements indicated that directors would be elected by a plurality vote, but this proxy statement indicates that they will be elected by a majority vote. What is the reason for this change?

A:

At our 2014 annual meeting of stockholders, a majority of our stockholders voted in favor of a non-binding advisory resolution to adopt a majority voting standard in uncontested director elections. Following that vote, we amended our bylaws to change the voting standard for uncontested director elections from a plurality standard to a majority standard. The 2015 director election vote is the first vote conducted under the new majority voting standard.

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.

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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, 2015. 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 regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Proposals should be addressed to:

•	not earlier than the close of business on January 7, 2016; and

•	not later than the close of business on February 6, 2016.

•	90 days before the meeting; and

•	10 days after public announcement of the meeting date.

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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. Some of our investor relations or select management 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. 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.

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.

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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;

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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.

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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.

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•	audit;

•	compensation; and

•	nominating and governance.

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•	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;

•	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

•	retains and approves the fees for any compensation consultants or other advisors that assist the committee in its evaluation of director, CEO, or executive officer compensation, and assesses the independence of any such advisors.

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•	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.

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(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 $63.91, reflecting the fair market value on the date of grant. On May 8, 2014, each director was granted a restricted stock award for 1,721 shares with a grant date fair value of $110,000. The non-employee directors have the following aggregate number of shares subject to stock and option awards outstanding at December 31, 2014:

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(1)

Includes the following shares of common stock held under our 401(k) thrift plan: Mr. Pinkston,8,233 shares; Mr. Schell, 39,325 shares; Mr. Merrill, 7,834 shares; Mr. Cromling, 4,156 shares; Mr. Guidry, 11,935 shares; and directors and executive officers as a group, 75,134 shares. Entry for Mr. Pinkston also includes 600 shares owned by his minor child. Reflects the following shares held jointly with spouses: Mr. Schell, 91,172 shares, Mr. Cromling, 34,878 shares, Mr. Christopher, 5,704 shares, and Mr. Peyton, 12,254 shares. Excludes unvested restricted 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. Amounts include 91,414 shares for Mr. Pinkston, 39,529 shares each for Messrs. Schell, Merrill, Cromling, and Guidry, and 276,890 shares for our executive officers (including the NEOs) as a group that have current voting rights and vest based on performance criteria.

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(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 9, 2015.

•	Averaged 75.4 drilling rigs running, a 16% increase over 2013.

•	Built and put into service three of our new proprietary 1,500 horsepower AC electric BOSS drilling rigs.

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•	Moved eight rigs into the Permian Basin of West Texas for a total of ten rigs in this new market area.

•	Sold four 3,000 horsepower electric drilling rigs to unaffiliated third-parties.

•	Attained net proved oil, NGLs, and natural gas reserves of 179.0 MMBoe, a 12% increase over 2013 reserves.

•	Increased net proved oil and NGLs reserves by 13% over 2013.

•	Total production of 18.3 MMBoe or a 9% increase over 2013.

•	Participated in the drilling of 186 gross wells.

•	Sold non-core assets with proceeds of $33.1 million.

•	Gas gathered increased from 309,554 Mcf per day in 2013 to 319,348 Mcf per day in 2014, a 3% increase.

•	Gas processed increased from 140,584 Mcf per day in 2013 to 161,282 Mcf per day in 2014, a 15% increase.

•	Liquids sold increased from 543,602 gallons per day in 2013 to 733,406 gallons per day in 2014, a 35% increase.

•	Added 67 miles of pipeline (approximately a 5% increase) and connected 177 new wells to our various gathering

•	Completed construction of a nine mile pipeline and related compression facilities connecting the Buffalo Wallow gathering system to the Hemphill processing plant which allows us the ability to process Buffalo Wallow production.

•	Completed the installation of a 60 MMcf per day processing plant at our Bellmon facility increasing our total processing capacity to 90 MMcf per day.

•	Completed upgrade of Perkins processing facility increasing our total processing capacity to 27 MMcf per day and improving our recovery capabilities.

•	Began phase 3 expansion of our Pittsburgh Mills gathering system in Butler County, Pennsylvania, which will allow us to connect additional well pads from an existing producer.

•	Began construction of our Snow Shoe gathering system and compressor station in Centre County, Pennsylvania. Construction should be completed and the system operational in late 2015.

•	Increased the contract mix as a percent of volume for fee-based contracts from 62% in 2013 to 69% in 2014.

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Clawback rights – Under the terms of our award agreements, we have long included the right to “clawback” our long-term or short-term incentive compensation paid to any participant, including our NEOs and directors, who commits acts of fraud or dishonesty, including those that result in a financial restatement. New in 2015, proposed amendments to our Stock and Incentive Compensation Plan (up for stockholder vote at this meeting) add a mandatory clawback provision to that plan.

•	Performance metrics – Since 2011, we have awarded a portion of our short- and long-term incentive awards subject to certain performance metrics. In February 2014, we increased from 30% to 40% that portion of our NEOs' long-term incentives that are subject to performance conditions, and in February 2015, for our most recent awards we increased to 50% the portion 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. In March 2015, we amended those guidelines to increase from 25% to 50% the number of net shares that must be retained until an officer or director is in compliance with that policy.

•	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.

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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 2014, the ratio was 65% salary and short-term incentives and 35% long-term (equity) incentives, with 40% of those long-term incentives subject to performance conditions.

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Minimum vesting requirements on equity awards – The proposed amendments to our Stock and Incentive Compensation Plan, as presented for stockholder vote at this annual meeting, include a new provision imposing minimum vesting requirements for all awards (other than SARs or options) under the plan. The amendment provides that for other than SARs and options, awards under the plan will be subject to a minimum three-year vesting period unless performance-based, in which case the vesting period will be at least one year, subject to the right of the committee to grant up to five percent of shares available for grant under the plan free of these restrictions.

•	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

•	Setting targets for 2014 incentive compensation

•	2014 salaries

•	2014 long-term incentive awards

•	2014 annual cash bonus awards paid in 2015

•	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.

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

•	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 alignment with our stockholders and providing a continuing incentive to align risk towards increasing stockholder value;

•	Our NEOs have lengthy tenure. Two have been with the company more than 25 years and the remainder have been with the company 10 or more years. We believe this tenure 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.

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•	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.

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(1)	Survey key:

(2)	Mercer and ECI data aged by 3.8% on an annual basis to be current as of 12/31/13 based on 2013/2014 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 in addition to General Counsel position.

(4)	No comparable position.

•	Mr. Pinkston – $832,400

•	Mr. Schell – $437,000

•	Mr. Merrill – $437,000

•	Mr. Cromling – $437,000

•	Mr. Guidry – $437,000

•	Significant safety performance improvements;

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

•	Entered into 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

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

•	Replaced 161% of its annual production with new reserves;

•	Finished the year with proved reserves of 160 million barrels of oil equivalents (MMBoe), a 7% increase over 2012;

•	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 successfully carry out its 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 its systems.

•	Mr. Schell – 25,584 shares

•	Mr. Merrill – 25,584 shares

•	Mr. Cromling – 25,584 shares

•	Mr. Guidry – 25,584 shares

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(1)	Defined as percentage of 2013 reserves replaced through 2014 drilling activity.

(2)	Defined as overall rate of return on new wells drilled and PUDs converted in 2014.

(3)	Defined as percentage by which 2014 production increased over 2013 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 2014 divided by the average assets of the company for 2014.

(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 2014.

(3)	Defined as average number of rigs operating per day in 2014.

(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 2014 divided by the average assets of the company for 2014.

(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.

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(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 2014 compared to 2013.

(b)	Defined as business unit EBITDA divided by the average invested capital for 2014.

(c)	Defined as the percentage increase in segment cash flow for 2014 compared to 2013.

(6)	Defined as the relative cash flow of the company for 2014 divided by the average assets of the company for 2014.

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(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 2014 divided by the average assets of the company for 2014.

(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 2014 divided by the average assets of the company for fiscal year 2014.

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•	Mr. Pinkston – $343,779

•	Mr. Schell – $138,711

•	Mr. Merrill – $138,711

•	Mr. Cromling – $72,853

•	Mr. Guidry – $155,172

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(1)	Compensation deferred at the election of an executive is included in the year earned. During 2012, 2013, and 2014, 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.

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(3)

For 2014, the amounts included in the “Stock Awards” column are the aggregate grant date fair value of these awards based on 95.75% payout for performance at the 58.30 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 2014, see Notes 2 and 13 to our Consolidated Financial Statements included in our annual report on Form 10-K for the year ended December 31, 2014. 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.

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(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, 2014 and December 31, 2014. Actual payouts were made in February 2015 according to the performance levels reflected in the scorecards set forth starting on page 30 of this proxy statement. Based on scorecard performance, actual payouts were as follows: Mr. Pinkston, $506,921; Mr. Schell, $186,289; Mr. Merrill, $186,289; Mr. Cromling, $238,147; and Mr. Guidry, $134,828.

(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 18, 2017. 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 “2014 long-term incentive awards,” page 25.

(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 2015 through 2017.

(4)	Grant date fair value of performance-based restricted stock if vesting occurs at 95.75% of target level, based on probable outcome of conditions on date of grant.

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(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, 2014, the last trading day of the year, the number of shares of performance-based restricted stock shown to vest on March 9, 2015 reflects a projected payout for performance at the 75th percentile of the peer group, the number of shares of performance-based restricted stock shown to vest on March 9, 2016 reflects a projected payout for performance at the 60th percentile of the peer group (target), and the number of shares of performance-based restricted stock shown to vest on March 9, 2017 reflects a projected payout for performance at the 60th percentile of the peer group (target).

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(3)	Market value is determined based on a market value of our common stock of $34.10 the closing price of our common stock on the NYSE on December 31, 2014, 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.

(3)	Reflects face value of exercised Stock Appreciation Rights; net number of shares acquired after taxes and exercise price: 2,398 shares.

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(1)

Only Messrs. Schell and Guidry contributed to the non-qualified deferred compensation plan in 2014. Column (b) amounts are those designated by the NEOs for deferral from 2014 compensation to their respective non-qualified deferred compensation accounts. Amounts that appear in both the Non-Qualified Deferred Compensation Table and the Summary Compensation Table for 2014 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 2014.

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

(3)	The aggregate balances represent 2014 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.

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*	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 combination:

•	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;

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•	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

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•	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.

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(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, 2014. 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, 2014. For Messrs. Pinkston, Schell and Merrill, 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, 2014.

(4)	The value of restricted stock assumes a fair market value for our common stock of $34.10, the closing price of our common stock on the NYSE on December 31, 2014. 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.

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(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 and oil and gas partnerships. For 2014, $250,000 in fees were incurred for the stand-alone audit of one of the company's subsidiaries.

(3)	For fiscal 2014 and 2013, respectively, tax fees principally included tax compliance fees of $12,200 and $12,450. For 2014, $83,910 in fees were incurred for tax advice, 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.

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ITEM 1:	ELECTION OF DIRECTORS

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

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ITEM 3:	APPROVAL OF THE SECOND AMENDED AND RESTATED UNIT CORPORATION STOCK AND INCENTIVE COMPENSATION PLAN

1.	Amendment: Increase by 1,200,000 the number of shares authorized for making awards under the plan from 3,300,000 shares to 4,500,000. This increase in shares is intended to replenish the available shares under the plan.

2.	Amendment: Add a provision that the committee's discretion to administer the plan under Article 3.2 does not permit it to accelerate vesting of outstanding awards other than in cases of death, disability, a change of control, or retirement.

3.	Amendment: Remove language from the plan that permitted share recycling for options and SARs.

4.

Amendment: Increase the annual award limits for awards to insiders designed to qualify as Performance-based Compensation from 250,000 to 330,000 for Options and SARS; from 125,000 to 165,000 for Restricted Stock and Restricted Stock Units; from 125,000 to 165,000 Performance Shares and Performance Units; from $1,500,000 to $2,300,000 for Cash-Based Awards; from 125,000 to 165,000 for Stock Awards.

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5.	Amendment: Add annual award limits for Awards to any one non-employee director in any one fiscal year, as follows: for Options and SARS: 80,000; for Restricted Stock and Restricted Stock Units: 50,000; for Performance Shares and Performance Units: 50,000; for Cash-Based Awards: $500,000; and for Stock Awards: 50,000.

6.	Amendment: Modify the language used in the Adjustment of Shares provision in Article 4.2 to add additional language addressing Section 409A of the Internal Revenue Code (“Section 409A”) and add Article 21 as a stand-alone provision pertaining to Section 409A.

7.	Amendment: Provide that certain additional financial and operating metrics may also be used as performance measures for purposes of awards designed to qualify for the performance-based compensation exception to the limits described in Section 162(m) of the Internal Revenue Code, as amended, and to clarify and expand the reasons for which measures may be adjusted.

8.

Amendment: Clarify in Article 14.2 that if awards are assumed in connection with a change of control, the awards will vest upon a termination of employment or service of a participant occurring on or during the two years immediately following the date of a change of control by reason of the participant’s death, disability, constructive termination, retirement (defined as termination of a non-employee director's service on the board after serving a full term) or termination by the company without cause.

9.

Amendment: Add three-year minimum vesting restrictions that generally apply to awards (other than SARs and options) granted under the plan, provided that awards based on performance goals may vest in a one-year period, that any award granted under the plan may vest in part before the expiration of any vesting period (but in no event before the first anniversary), and that up to five percent of shares authorized under the plan may be granted outside this requirement.

10.

Amendment: Add clawback provision providing that, in the event that the company determines it must restate its financial results as reported in a report filed with the SEC to correct an accounting error due to material noncompliance with any applicable financial reporting requirement within three years after the date of the first public issuance or filing of such financial results, the company will have the right to recover, at the direction of the compensation committee after it has reviewed the facts and circumstances that led to the requirement for the restatement and the costs and benefits of seeking recovery, any award granted under the Successor Plan to an Insider and any employee who was subject to the reporting requirements of Section 16 of the Exchange Act on or after the date of the Successor Plan who ceased being an Insider before such restatement (each, a “Covered Officer”), in each

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(1)	The Current Plan, amendment of which is on the ballot for this annual meeting, is the only active plan that can be used for future equity grants.

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•	Dilution is total equity awards granted less cancellations and forfeitures divided by total common shares outstanding at the end of the year;

•	Burn rate is similar to dilution, but does not take cancellations and forfeitures into account. For our purposes, a multiplier of 2.5 will be applied to full value awards; and

•	Overhang is the number of shares subject to equity awards outstanding but not exercised or settled, plus the number of shares available to be granted, divided by total common shares outstanding as of the date for which overhang is being determined.

•	incentive stock options under Section 422 of the Internal Revenue Code (the "Code");

•	non-qualified stock options;

•	performance shares;

•	performance units;

•	restricted stock;

•	restricted stock units;

•	stock appreciation rights;

•	cash-based awards; and

•	other stock-based awards.

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•	the maximum number of shares that may be awarded in the form of options or stock appreciation rights in any fiscal year is 330,000 shares.

•	the maximum number of shares that may be awarded in the form of performance shares or performance units in any fiscal year is 165,000 shares or equal to the value of 165,000 shares.

•	the maximum number of shares that may be awarded in the form of stock-based awards in any fiscal year is 165,000 shares.

•	the maximum amount that may be awarded in the form of cash-based awards in any fiscal year is $2,300,000.

•	80,000 Options or SARs; 50,000 Shares of Restricted Stock or Restricted Stock Units; 50,000 Performance Shares or Performance Units; $500,000 in Cash-based Awards; or 50,000 Stock Awards.

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•	without the prior approval of the company’s stockholders, or except in connection with a corporate transaction, options and SARs issued under the Plan will not be repriced, replaced, or regranted through cancellation or by lowering the exercise price of a previously granted option or cancelled in exchange for cash; and

•	to the extent necessary under any applicable law, regulation, or exchange requirement, no amendment shall be effective unless approved by the stockholders of the company to the extent required by applicable law, regulation, or exchange requirement.

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a)	Net earnings or net income (before taxes);

b)	Earnings per share;

c)	Net operating profit;

d)	Operating earnings of operating income;

e)	Operating earnings per share;

f)	Return measures (including, but not limited to, return on assets, capital, equity, or sales);

g)	Cash flow (including, but not limited to, operating cash flow, free cash flow, cash flow per share, and cash flow return on capital);

h)	Earnings before or after taxes, interest, depreciation, and/or amortization and including/excluding capital gains and losses;

i)	Margins, including but not limited to gross or operating margins;

j)	Share price (including, but not limited to, growth measures and total shareholder return);

k)	Operating efficiency (as defined by the compensation committee at the time of selection);

l)	Customer service measures or indices, including customer satisfaction;

m)	Employee satisfaction;

n)	Working capital targets;

o)	Revenue, including revenue growth;

p)	Net asset value or net asset value per share or growth of assets;

q)	Safety (as defined by the compensation committee at the time of selection);

r)	Reserve value or reserve value per share;

s)	Production volumes;

t)	Reserve addition or replacement;

u)	Performance value added (as defined by the compensation committee at the time of selection);

v)	Finding and development costs;

w)	Overall or selected premium or sales growth;

x)	Expense efficiency ratios (ratio of expenses to premium income);

y)	Market share;

z)	Economic value added;

aa)	Shareholder value added;

ab)	Embedded value added;

ac)	Expense ratio;

ad)	Earnings before taxes, earnings before interest and taxes or earnings before interest, taxes, depreciation and amortization;

ae)	Gross margin;

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af)	Total stockholder return;

ag)	Cost control;

ah)	Gross profit;

ai)	Unit volume;

aj)	Capital efficiency ratios;

ak)	Production mix;

al)	Contract mix;

am)	Dayrates;

an)	Number of rigs in operation;

ao)	Rig utilization;

ap)	Number of long-term contracts;

aq)	Long-term contract percentage;

ar)	Hedging percentages;

as)	Leverage ratios;

at)	Coverage ratios;

au)	Acreage leased;

av)	Addition of new plays; and

aw)	Addition of new geographic areas.

•	by will;

•	by the laws of descent and distribution; or

•	in certain cases, such as non-qualified stock options and SARs, if permitted by the compensation committee or if so provided in the award agreement.

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(1)	The Current Plan is the only plan the company now has under which it can award shares of company stock.Shares awarded under this plan may be newly issued, from our treasury, or acquired in the open market.

(2)	This number reflects the following:

(3)

This number reflects shares under the Current Plan at the end of 2014. The Current Plan allows us to grant stock-based compensation to our employees and non-employee directors. The previous balance of 230,000 shares that were available under the Non-Employee Directors' Stock Option Plan were transferred into the Current Plan on May 2, 2012. No more than 2,000,000 of the shares available under the Current Plan may be issued as “incentive stock options” and all of the shares available under the plan may be issued as restricted stock. In addition, shares related to grants that are forfeited, terminated, cancelled, expire unexercised, or settled in such manner that all or some of the shares are not issued to a participant shall immediately become available for issuance under the terms of the Current Plan. The Current Plan is up for amendment at this annual meeting of stockholders.

ITEM 4:	RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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•	not earlier than the close of business on January 7, 2016; and

•	not later than the close of business on February 6, 2016.

•	90 days before the meeting; and

•	10 days after public announcement of the meeting date.

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•	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:

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