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Chesapeake Energy to shuffle board

Chesapeake Energy Corp. will replace four board members this month with representatives of its two largest shareholders to address concerns about its corporate governance.
BY JAY F. MARKS Business Writer jmarks@opubco.com Published: June 4, 2012
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Change is coming to Chesapeake Energy Corp.

Bowing to pressure from its two largest investors, Chesapeake will shake up its board this month with five new directors, it announced Monday.

Four will represent Southeastern Asset Management and activist billionaire Carl Icahn, who together hold more than 21 percent of the company's stock, while the fifth will be Chesapeake's new independent chairman.

Those changes will be made on or before June 22, the company said Monday.

“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,” said Merrill A. “Pete” Miller Jr., Chesapeake's lead independent director. “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.”

The board announced plans May 1 to replace CEO Aubrey McClendon as the company's chairman amid ongoing questions about personal loans used to fund his share of the company's wells.

Reuters reported April 18 that McClendon had secured up to $1.1 billion in loans using his 2.5 percent stake in the Chesapeake wells as collateral. Some of the loans reportedly came from a private equity firm doing business with the company, spurring questions about a potential conflict of interest and a board review.

Several institutional investors, including Icahn, subsequently called for a leadership change at Chesapeake. Some called on investors to vote against the re-election of Oklahoma State University President Burns Hargis and retired Union Pacific Corp. executive Richard K. Davidson to the board.

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