Archie W. Dunham, Former Chairman of ConocoPhillips, Named
Independent Non-Executive Chairman
Four Other New Independent Directors Also Join Board: Bob G.
Alexander, R. Brad Martin, Frederic M. Poses and Vincent J. Intrieri
OKLAHOMA CITY--(BUSINESS WIRE)--Jun. 21, 2012--
Chesapeake Energy Corporation (NYSE:CHK) today announced the appointment
of five new independent directors to its reconstituted nine-member Board
Archie W. Dunham, former Chairman of ConocoPhillips and former Chief
Executive Officer of Conoco, has been appointed by the Board as
Chesapeake’s new independent Non-Executive Chairman. Mr. Dunham has had
no previous relationship with Chesapeake. Aubrey K. McClendon has
relinquished the position of Chairman but remains a Director and will
continue to serve as Chesapeake’s Chief Executive Officer and as
Chesapeake’s Board also appointed four other new independent directors:
three proposed by Southeastern Asset Management (SAM), its largest
shareholder with a 13.9% ownership stake, and one proposed by Carl C.
Icahn, its second largest shareholder with a 7.6% stake. The new
directors proposed by SAM are Bob G. Alexander, R. Brad Martin and
Frederic M. Poses. The new director proposed by Mr. Icahn is Vincent J.
These five new directors replace Richard K. Davidson, Kathleen M.
Eisbrenner, Frank Keating and Don Nickles who have resigned and Charles
T. Maxwell who retired at the annual meeting on June 8, 2012. Following
the annual meeting, Mr. Davidson and V. Burns Hargis submitted their
resignations when they did not receive support of a majority of the
shares voted. The Board accepted Mr. Davidson’s resignation, but given
Mr. Hargis’ current role as Chairman of the Audit Committee, and
reflecting input from SAM and Mr. Icahn, the Board has declined to
accept his resignation, at this time, to permit completion of the
previously announced review of the financing arrangements between Mr.
McClendon (and the entities through which he participates in the Founder
Well Participation Program) and any third party that has had or may have
a relationship with the company in any capacity. Mr. Hargis will
continue to lead the review, but is not expected to remain Chairman of
the Audit Committee. Upon completion of the review, the Board will
revisit his resignation.
The other directors remaining on the Chesapeake Board are Mr. McClendon,
Louis A. Simpson, who was proposed by SAM in 2011 and will now become
Chairman of the Nominating and Governance Committee, and Merrill A.
(“Pete”) Miller who was serving as Lead Independent Director. With the
appointment of an independent Non-Executive Chairman, the role of Lead
Independent Director has been eliminated and Mr. Miller will become
Chairman of the Compensation Committee. Final Board Committee
assignments will be made by the reconstituted Board. As previously
announced, the Board will also take the necessary actions to enable
shareholders to elect the entire Board of Directors at the 2013 annual
meeting of shareholders.
Pete Miller said, “On behalf of the Board, I would like to thank Dick,
Kathleen, Frank and Don for their substantial contributions to
Chesapeake. I also want to welcome Archie Dunham as Non-Executive
Chairman. During the search process, it became readily apparent to the
entire Board, and to SAM and the other shareholders with whom we
consulted, that Archie is the right leader for this Board based on his
deep knowledge of the energy industry, experience as an outside director
of major natural resources companies and, most importantly, his
reputation for integrity, independence, strong leadership and a focus on
shareholder value. We look forward to working with Archie and our four
other new Board members, all of whom have the right blend of broad
experience and sound judgment to guide Chesapeake and provide strong
accountability going forward.”
Archie W. Dunham said, “I am honored to join the Chesapeake Board in the
new role of independent Non-Executive Chairman and I am excited about
the exceptional opportunities ahead for this high-potential company.
Under Aubrey’s leadership, Chesapeake has built an extraordinary
portfolio of natural gas and oil assets in creating one of the world’s
leading energy companies. As I evaluated this opportunity, I was
attracted by the clear mandate to provide strong oversight while working
closely with the company’s exceptional management team, talented
employees, and reconstituted Board in a situation where we have the
opportunity to create substantial value for all shareholders in the
Aubrey K. McClendon, Chesapeake’s Chief Executive Officer, said, “I am
pleased to welcome Archie Dunham to Chesapeake’s Board and look forward
to working with him, our continuing Board members and our new Board
members, Bob Alexander, Brad Martin, Fred Poses and Vince Intrieri, in
our common mission to deliver to our shareholders the substantial net
asset value we have created in the past seven years as Chesapeake has
helped lead the unconventional resource revolution in the energy
industry. Archie is extraordinarily well regarded both inside and
outside of the industry, and we are confident he is the right person to
lead our Board as we complete the transition from the asset
identification and capture phase of Chesapeake’s history to now
harvesting those assets. I also want to express my deep appreciation to
Dick, Kathleen, Frank and Don for their professionalism and dedication
while serving on our Board - they have made substantial contributions to
Chesapeake’s development and we will miss them.”
O. Mason Hawkins, Chairman and Chief Executive Officer of Southeastern
Asset Management, the Company’s largest shareholder, said, “Chesapeake
has the assets and the opportunity to become the U.S.'s pre-eminent, low
cost energy producer and to significantly grow its value per share. We
believe this board will prudently guide, assist and complement
management's efforts to capture its potential.”
Carl C. Icahn, Chesapeake’s second largest shareholder, said, “We
believe Chesapeake is now heading in the right direction. With the Board
providing strong oversight, the management team will be sharply focused
on realizing the value of its assets and the company will be well
positioned to create substantial value for shareholders going forward.”
Biographies of New Directors
Archie W. Dunham, 73, is the retired Chairman of ConocoPhillips.
He was Chairman, President and Chief Executive Officer of Conoco Inc.
from 1999-2002, after being elected President and CEO in 1996. He became
Chairman of ConocoPhillips Company in 2002. He was instrumental in
orchestrating Conoco’s IPO separation from DuPont in 1998, the largest
in US history, and in negotiating the merger of equals between Conoco
Inc. and Phillips Petroleum Company in 2002. Mr. Dunham currently serves
on the Board of Directors of Union Pacific Corp and Louisiana-Pacific
Corp, where he is the Chair of the Finance and Audit Committees. He is
also a member of Deutsche Bank’s Americas Advisory Board. Previously,
Mr. Dunham served on the boards of DuPont, Conoco, ConocoPhillips,
Phelps Dodge and Pride International where he chaired essentially all
the major board Committees. He has continuously served on major
corporate boards for nearly 30 years. Mr. Dunham currently serves on the
Commission on National Energy Policy and is a Board member of the CEO
Forum. He is the past Chairman of the National Association of
Manufacturers, the United States Energy Association and the National
Petroleum Council. In 2005, he was appointed by President Bush to the
President’s Commission on White House Fellowships. In 2002, he was
appointed by President Bush to the President’s Commission on Critical
Infrastructure. He served in the US Marine Corps from 1960-64 and
currently serves as a member of the Marine Corps Heritage Foundation.
Mr. Dunham holds a Bachelor’s degree in geological engineering and a
Master’s degree in Business Administration from the University of
Bob G. Alexander, 78, is the founder of Alexander Energy
Corporation and served as its Chairman and Chief Executive Officer from
1980 until its sale to National Energy Group in 1996, at which time he
became a Director of National Energy Group. He later served as Chairman
and Chief Executive Officer of National Energy Group from 1998 until its
sale in 2006 to SandRidge Energy. Earlier in his career, Mr. Alexander
was Vice President and General Manager of the Northern Division of
Reserve Oil, Inc. and President of Basin Drilling Corp., subsidiaries of
Reserve Oil and Gas Company. He currently serves on the Board of
Directors of Transatlantic Petroleum Corporation and CVR Energy, Inc.
Mr. Alexander received a Bachelor of Science degree in Geological
Engineering from the University of Oklahoma.
Vincent J. Intrieri, 55, has been employed by Icahn related
entities since October 1998 in various investment related capacities.
Since January 1, 2008, he has served as Senior Managing Director of
Icahn Capital L.P., the entity through which Carl C. Icahn manages
investment funds, and since October 1, 2011, he has served as Senior
Vice President of Icahn Enterprises G.P. Inc., the general partner of
Icahn Enterprises L.P. He has been a director of Icahn Enterprises G.P.
Inc. since 2006. In addition, since November 2004, he has been a Senior
Managing Director of Icahn Onshore LP, the general partner of Icahn
Partners, and Icahn Offshore, the general partner of Icahn Master, Icahn
Master II and Icahn Master III, entities through which Mr. Icahn invests
in securities. He is currently the chairman of CVR Energy, Inc., and
also serves on the boards of Federal−Mogul Corporation, and Dynegy Inc.
He is also chairman of the board and a director of PSC Metals, Inc., (a
privately held, non-listed company). He is a former director of Motorola
Solutions, Inc., Lear Corporation, WCI Communities, Inc., WestPoint
International, Inc., National Energy Group, Inc., XO Holdings LLC,
American Railcar Industries, Inc. and Viskase Companies, Inc. Mr.
Intrieri received his Bachelor’s degree in Accounting from The
Pennsylvania State University and was a certified public accountant.
R. Brad Martin, 60, is former Chairman and Chief Executive
Officer of Saks Incorporated, a position he held from 1989 to 2007. Mr.
Martin currently serves on the Boards of Directors of FedEx Corporation,
First Horizon National Corporation and Dillard’s Inc, where he is
Chairman of the Audit Committee. He is a former Director of lululemon
athletica, Gaylord Entertainment, Inc. and Ruby Tuesday, Inc. Mr. Martin
received his Bachelor of Science in Political Science from the
University of Memphis and an MBA from Vanderbilt University.
Frederic M. Poses, 69, is the Chief Executive Officer of Ascend
Performance Materials, a private company. Previously, he was Chairman
and Chief Executive Officer of Trane Inc. (formerly American Standard
Companies, Inc.) from 1999 until its acquisition by Ingersoll Rand in
2008. He previously spent 30 years at AlliedSignal, Inc. and predecessor
companies from 1969 to 1999, most recently as President and Chief
Operating Officer. He is Non-Executive Chairman of the Board of
Directors of TE Connectivity Ltd. and a Director of Raytheon Company. He
is a former director of Centex Corporation and WABCO Holdings Inc. Mr.
Poses received his Bachelor's degree in Business Administration from New
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.
Source: Chesapeake Energy Corporation
Chesapeake Energy Corporation
Jeffrey L. Mobley, CFA, 405-767-4763
J. Kilgallon, 405-935-4441
Michael Kehs, 405-935-2560