May 9 (Reuters) - Proxy adviser Glass Lewis on Thursday

recommended shareholders of SilverBow Resources ( SBOW ) vote

for the company's board nominees, and withhold support for

directors backed by activist investment firm Kimmeridge Energy

Management.

Kimmeridge, the largest shareholder in SilverBow, is aiming

to seat three new independent directors at the oil and gas

producer's annual shareholder meeting on May 21, saying the

company needs to revamp its governance and improve performance.

However, Glass Lewis said it recommended backing the three

director nominees submitted by SilverBow, and shareholders

should withhold votes for the Kimmeridge-supported nominees,

according to a copy of its report seen by Reuters.

"While we acknowledge Kimmeridge's industry credibility, we

do not believe there exists sufficiently compelling cause to

endorse the dissident nominees at this time," Glass Lewis wrote

in the report.

The proxy adviser said SilverBow's improved operating

performance in recent months was an important consideration,

including how SilverBow has managed the assets it bought from

Chesapeake Energy ( CHK ) in November.

Shares in SilverBow were 0.3% lower in midday trading.

SilverBow and Kimmeridge did not immediately respond to

comment requests.

The Glass Lewis report is the latest twist in the ongoing

saga between SilverBow and Kimmeridge, which has also included

public offers by the investment firm to merge SilverBow with its

own private energy operator in the Eagle Ford basin of south

Texas.

That offer was withdrawn by Kimmeridge in mid-April, citing

a lack of credible engagement in negotiations from SilverBow.

Glass Lewis, in its Thursday report, said from available

materials it seemed that SilverBow made "reasonable effort" to

engage in exploring options, and its engagement over

Kimmeridge's merger offer was more determined by concerns over

valuation, shareholder dilution and other appropriate factors.

However, the proxy adviser chided SilverBow for its

continued use of a poison pill - a type of anti-takeover defense

which stops parties from being able to accumulate significant

amounts of shares - calling it "fundamentally regressive from a

corporate governance standpoint".