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Friday, June 8, 2012

Chesapeake Preliminary Voting Results


OKLAHOMA CITY--(BUSINESS WIRE)--Jun. 8, 2012-- Chesapeake Energy Corporation (NYSE:CHK) announced preliminary voting results from its Annual Meeting of Shareholders held today at the company’s Oklahoma City headquarters. The voting results are as follows:
Item 1: Election of Directors:
Directors V. Burns Hargis and Richard K. Davidson were re-elected to the Board of Directors. However, since Messrs. Hargis and Davidson received the support of approximately 26% and 27%, respectively, of the votes cast, they have tendered their resignations as required by the Company’s new majority voting bylaw. The Board will review the resignations in due course.
Item 2: Proposal to amend bylaws to implement majority voting in director elections:
The proposal received the support of 97% of the votes cast but received only 64% of the shares outstanding, which was less than the two-thirds required for shareholder approval of a bylaw amendment. However, today the Board adopted the majority voting bylaw presented to the shareholders, even though it did not receive the requisite vote for shareholder approval, and made majority voting effective immediately.
Item 3: Shareholder advisory vote to approve named executive officer compensation:
The proposal did not pass, receiving the support of 20% of the votes cast.
Item 4: Proposal to amend long term incentive plan:
The proposal passed, receiving the support of 86% of the votes cast.
Item 5: Proposal to approve annual incentive plan:
The proposal did not pass, receiving the support of 31% of the votes cast.
Item 6: Ratification of independent registered public accounting firm:
The proposal passed, receiving the support of 93% of the votes cast.
Item 7: Shareholder proposal relating to re-incorporation in Delaware:
The proposal passed, receiving the support of 53% of the votes cast.
Item 8: Shareholder proposal relating to political lobbying expenditures:
The proposal did not pass, receiving the support of 36% of the votes cast.
Item 9: Shareholder proposal relating to the supermajority voting standard:
The proposal passed, receiving the support of 86% of the votes cast.
Item 10: Shareholder proposal relating to proxy access:
The proposal passed, receiving the support of 60% of the votes cast.
Regarding today’s voting results, the Company commented, “Chesapeake appreciates shareholder feedback and will act appropriately with regard to the matters voted on today. Chesapeake has recently taken important actions to enhance corporate governance and increase management oversight by, among other things, reconstituting the Board of Directors. As previously announced, Chesapeake will add a new independent Non-Executive Chairman and four new independent directors proposed by shareholders to its nine-member Board within the next two weeks. Chesapeake will also take the necessary actions so that shareholders will have the opportunity to elect the entire Board of Directors at the 2013 Annual Meeting of Shareholders.”

3 comments:

  1. That's great. The people have spoken and hopefully things are headed in the right direction now. Have you seen the recent outstanding Investor Digest? It's basically the CHK issue.

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  2. Thanks for your continued work on CHK.

    I second the recommendation on Outstanding Investor Digest. If you have not already picked up the 5/25/12 issue, it is an excellent read--- 35+ pages are devoted exclusively to CHK, as seen through a) the eyes of a bright young hedge fund manager; b) Mason Hawkins & Co.; and c) Aubrey himself. Highly recommended.

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    1. Thanks. I tried to subscribe to OID once a few years ago. They took my money and never sent me any issues !! Then I couldn't contact anyone at their phone number. Would love to read it though.

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