Chesapeake Energy Corp. shareholders will meet at 10 a.m. Friday in one of the most anticipated stockholders meetings in recent state history, but it is unclear exactly what the outcome will be.
At least some of the potential drama was removed this week when Chesapeake bowed to increasing shareholder pressure and met demands by activist shareholders Carl Icahn and Southeastern Asset Management, which together control more than 20 percent of Chesapeake's stock.
New questions may have emerged Thursday when Reuters reported on CEO Aubrey McClendon's tangling of company and personal business. For example, he used his 19.2 percent stake in the Oklahoma City Thunder, which is sponsored by Chesapeake, to secure loans in 2009 and 2010.
To an official in the office of New York City's comptroller, those details raised more questions about the perceived lack of oversight from Chesapeake's directors.
“It says a lot about Aubrey McClendon, but it says a lot more about the board,” said Michael Garland, director of corporate governance for New York City Comptroller John C. Liu. “Other CEOs might also like the same kind of perks he has, but their boards don't permit it.”
Fadel Gheit, an industry analyst with Oppenheimer in New York, said the article is “damaging and puts Aubrey in a very bad light.”
“The article was more negative than I thought and could impact future decisions by the board,” Gheit said. “It is most unfortunate and sheds the light on executive compensations, which are very excessive and must change or we will have riots beyond Occupy Wall Street.”
Amid the controversy over McClendon's personal loan arrangements, several institutional investors have urged shareholders to withhold votes for directors Burns Hargis, president of Oklahoma State University, and Richard K. Davidson, a former Union Pacific Corp. executive. They are the only two Chesapeake directors up for re-election at Friday's meeting.
The result of that vote may be meaningless since Chesapeake announced Monday it would replace four directors with new members selected by its two largest shareholders, Southeastern Asset Management and activist billionaire Carl Icahn. Chesapeake has not said specifically which directors will step down.
The new board will be in place by June 22, with a new independent chairman to replace McClendon. He will remain Chesapeake's CEO.
Garland said he is hopeful that the newly constructed board will be more responsive to shareholders.
“Certainly the addition of four new directors is what is needed on the board, and the expectation is that things will change,” he said.
While numerous shareholder groups have called for changes to the Chesapeake board, there have been few public calls for McClendon to step down as CEO.
Garland said that decision is best left to the new directors.
“Let's fix the board and let the board determine whether or not McClendon should stay on as CEO,” he said.
“The current board isn't able to make that determination, but within two weeks, we should have five new directors to a nine-person board. Our expectation is that those will be qualified, independent directors. At that point, we'll look to the board to make those kinds of determinations.”
Chesapeake and its directors have faced intense scrutiny since April 18 when it was first reported that CEO Aubrey McClendon used his personal stake in Chesapeake wells as collateral for up to $1.1 billion in personal loans.
Chesapeake's planned changes have drawn praise from analysts and industry observers.
Argus analyst Philip Weiss has been a frequent critic of Chesapeake, but he upgraded the company's stock to “Hold” from “Sell” on Wednesday.
The stock dipped almost 2 percent on Wednesday, closing at $17.85 a share.
“While we remain concerned about the company's liquidity, particularly given the decline in natural gas and oil prices, we view the planned changes at the board level following Carl Icahn's investment ... as incremental positives,” Weiss stated.
Still, challenges remain, he said.
“At the same time, our view of CHK (Chesapeake) remains cautious at best,” Weiss said.
“The company's problems with debt, liquidity and cash flow, along with the negative impact of falling commodity prices, will not disappear simply because of changes in the composition of the board,” he said.
Shareholder advisory group Institutional Shareholders Services last month criticized Chesapeake's directors for not providing adequate oversight of McClendon in his personal dealings with firms that do business with Chesapeake.
ISS had called for shareholders to vote against Hargis and Davidson, but it had a lukewarm response to this week's Chesapeake announcement.
“While acknowledging the potential benefits to shareholders of the announced actions, ISS vote recommendations remain unchanged,” the group said in a statement.
Chesapeake Energy plans sale
of northern Michigan acreage
Chesapeake Energy Corp. has added its holdings in northern Michigan to the haul of assets it has on the auction block.
The cash-poor oil and natural gas company is selling about 450,000 net acres overlying two emerging resource plays with potential liquids-rich gas production, according to a prospectus from Meagher Energy Advisors.
It is the fourth set of Chesapeake assets being offered by the Denver-based company.
Chesapeake is looking to raise as much as $11.5 billion this year from asset sales and other transactions to fund its planned transition from a natural gas producer to one focused on oil and liquids.
Company officials intend to focus operation on areas where Chesapeake holds a leading acreage position.
The Michigan acreage is highly prospective so it doesn't fit with Chesapeake's current plans, according to the Meagher listing.