Company to Add Four New Independent Directors; Four Existing
Directors to Resign, a Fifth to Retire; Selection of New Independent
Non-Executive Chairman Nearing Completion; Aubrey K. McClendon to Remain
Chief Executive Officer and a Director
Majority Voting Standard Would Be Applied to Results of 2012
Annual Meeting; Board to Support Annual Election of All Directors
OKLAHOMA CITY--(BUSINESS WIRE)--Jun. 4, 2012--
Chesapeake Energy Corporation (NYSE: CHK) today announced that following
extensive discussions with its two largest shareholders, Southeastern
Asset Management and Carl C. Icahn and his affiliated entities, who own,
respectively, approximately 13.6% and 7.6% of the Company’s common
stock, Chesapeake has agreed to a plan to reconstitute its Board of
Directors by adding four new independent directors to replace four
existing independent directors who will resign from the Board upon the
appointment of the new directors. Three of the new independent directors
will be proposed by Southeastern and the fourth independent director
will be Mr. Icahn or a person designated by Mr. Icahn, with Mr. Icahn
making that determination prior to the reconstitution of the Board.
In addition, as previously announced, a fifth existing independent
director is retiring at the 2012 Annual Meeting of Shareholders and will
be replaced subsequently by a new independent Non-Executive Chairman
through a selection process that is nearing completion. The new
independent Non-Executive Chairman, who will have no previous
substantive relationship with Chesapeake, will be confirmed by the
reconstituted Board and will be acceptable to Southeastern and Mr.
Icahn. Aubrey K. McClendon will relinquish the position of Chairman when
the new Chairman is appointed and will continue as Chief Executive
Officer and a director. Chesapeake will announce the new Board
composition, including the independent Non-Executive Chairman, on or
prior to June 22, 2012. The size of the Board will remain at nine
directors.
In connection with Chesapeake’s 2012 Annual Meeting of Shareholders
scheduled to be held on June 8, 2012, the Board of Directors has
determined that if the amendment to Chesapeake’s bylaws to implement
majority voting in director elections is approved by Chesapeake
shareholders, it will be immediately implemented and applied to the
results of the 2012 Annual Meeting. The Board will also seek relief from
the Oklahoma statute mandating classified boards of directors for
certain Oklahoma incorporated public companies so that shareholders will
have the opportunity to elect the entire board of directors at the 2013
Annual Meeting of Shareholders.
Merrill A. (“Pete”) Miller, Jr., Chesapeake’s Lead Independent Director
and President and Chief Executive Officer of National Oilwell Varco,
said, “We are pleased to announce these important actions taken by the
Board in consultation with our two largest shareholders to further
enhance Chesapeake’s corporate governance for the benefit of all
shareholders. We greatly appreciate the substantial contributions of all
of our directors, but recognize our shareholders’ desire for change.
Following implementation of these initiatives, the Chesapeake Board will
have been substantially reconstituted with five new independent
directors, including a new independent chairman, in addition to Lou
Simpson who joined the Board last year.”
Aubrey K. McClendon, Chesapeake’s Chief Executive Officer, said,
“Today’s announcement is the culmination of a continuing effort by
Chesapeake’s Board to address shareholder concerns and better position
the Company for the future. I am fully supportive of these measures and
remain focused on executing Chesapeake’s strategy. I have great respect
for the talent, commitment and dedication of our current Board members,
each of whom has played a key role in helping build our successful
company. At the same time, I look forward to working with our new
directors to continue creating substantial shareholder value from the
extraordinary set of assets Chesapeake has acquired and developed in
recent years.”
O. Mason Hawkins, Chairman and Chief Executive Officer of Southeastern
Asset Management, the Company’s largest shareholder, said, “We are
pleased that Chesapeake is being responsive to issues raised by us and
many of the Company’s other shareholders. These steps to reconstitute
the Board will enhance oversight and provide greater accountability.”
Carl C. Icahn, Chesapeake’s second largest shareholder, said, “We
appreciate the Board’s willingness to listen to shareholders and to
respond appropriately. Under Aubrey’s leadership, Chesapeake has
assembled great assets and I am confident I can help the Company create
significant shareholder value from these assets. We enjoyed a very good
relationship when I acquired almost 6% of the Company’s stock in late
2010 and I look forward to a similarly constructive relationship now.”
Chesapeake Energy Corporation (NYSE:CHK) is the second-largest
producer of natural gas, a Top 15 producer of oil and natural gas
liquids and the most active driller of new wells in the U.S. Headquartered
in Oklahoma City, the company's operations are focused on discovering
and developing unconventional natural gas and oil fields onshore in the
U.S. Chesapeake owns leading positions in the Marcellus,
Haynesville, Bossier, and Barnett natural gas shale plays and in the
Eagle Ford, Utica, Mississippi Lime, Granite Wash, Cleveland, Tonkawa,
Niobrara, Bone Spring, Avalon, Wolfcamp and Wolfberry unconventional
liquids plays. The company has also vertically integrated
its operations and owns substantial marketing, midstream and oilfield
services businesses directly and indirectly through its subsidiaries
Chesapeake Energy Marketing, Inc., Chesapeake Midstream Development,
L.P. and Chesapeake Oilfield Services, L.L.C. and its affiliate
Chesapeake Midstream Partners, L.P. (NYSE:CHKM). Further
information is available at www.chk.com
where Chesapeake routinely posts announcements, updates, events,
investor information, presentations and news releases.
This news release includes "forward-looking statements" that give
Chesapeake's current expectations or forecasts of future events.
Although we believe the expectations and forecasts reflected in our
forward-looking statements are reasonable, we can give no assurance they
will prove to have been correct. They can be affected by inaccurate
assumptions or by known or unknown risks and uncertainties, and actual
results may differ from the expectation expressed. We caution you not to
place undue reliance on our forward-looking statements, which speak only
as of the date of this news release, and we undertake no obligation to
update this information.
Additional Information and Where to Find It
On May 11, 2012, the company filed a definitive proxy statement
with the Securities and Exchange Commission in connection with its 2012
annual meeting of shareholders. INVESTORS ARE URGED TO
READ THE DEFINITIVE PROXY STATEMENT, WHICH CONTAINS IMPORTANT
INFORMATION. You may obtain the definitive proxy statement as well as
other relevant documents, free of charge, at the website maintained by
the SEC at www.sec.gov.
Copies of the proxy statement and other filings made by the company with
the SEC can also be obtained, free of charge, at www.chk.com.
Source: Chesapeake Energy Corporation
Chesapeake Energy Corporation
Jeffrey L. Mobley, CFA, 405-767-4763
jeff.mobley@chk.com
or
John
J. Kilgallon, 405-935-4441
john.kilgallon@chk.com
or
Media
Relations:
Michael Kehs, 405-935-2560
michael.kehs@chk.com
or
Jim
Gipson, 405-935-1310
jim.gipson@chk.com