Chesapeake Energy Corporation Announces Preliminary Voting Results from Annual Shareholder Meeting
08 Juni 2012 - 5:33PM
Business Wire
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.”
The preliminary results were tabulated by the Company’s
independent Inspector of Elections, and final results will be
disclosed upon certification by the Inspector.
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.
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