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Chesapeake announces governance, compensation changes

Chesapeake Energy Corp. is moving forward with corporate governance and compensation changes sought last year by unhappy shareholders, the company announced Monday in a regulatory filing.
BY ADAM WILMOTH AND JAY F. MARKS Business Writers Modified: January 7, 2013 at 7:53 pm •  Published: January 7, 2013

“It's better than the last time the company had a really bad year and you could argue things he did had an effect on it,” Weiss said. “No bonus in a year the stockholders suffered is better than a huge bonus when the stock price dropped.”

Chesapeake said Monday it will introduce proposals at this year's annual meeting to improve proxy access and remove supermajority voting standards in the company's bylaws. The company also said it will publish certain political expenditures on its website.

Chesapeake said Monday that it will ask the Oklahoma Legislature to exempt it from a regulation that requires staggered boards where only one-third of the directors face re-election each year.

Gerald R. Armstrong, an activist shareholder from Denver, first introduced a shareholder resolution for annually elected directors in 2008. The nonbinding proposal passed with 61 percent of shareholder votes that year, but Chesapeake resisted its implementation. Instead, the company lobbied successfully in 2010 for a change in state law to require Oklahoma incorporated companies to have directors elected in different years.

“They fought against me repeatedly and then they decide to do it only under a great deal of pressure,” Armstrong said Monday. “They should have adopted it right away and they would not have had this problem. I would have gone away and forgotten it, I think.”

Armstrong last year asked shareholders to approve a resolution to reincorporate Chesapeake in Delaware so it could have annual director elections. The Chesapeake board opposed the nonbinding resolution, which passed with 53 percent of votes.

“What disgusts me is why weren't they listening to begin with?” Armstrong asked. “If Aubrey is such a dynamic leader, why didn't he understand the benefits of being accountable to shareholders and say, ‘This looks like a good idea.' But he just sat there and said, ‘No. No. No.' to everything.”

OGE Energy Corp., the parent company of Oklahoma Gas and Electric Co. and Enogex, was among the companies caught up by the change in Oklahoma law for directors to serve staggered terms. Spokesman Brian Alford said OGE asked to be exempted from the provision in the 2011 legislative session.

“We are transitioning toward the annual election of directors,” Alford said.

CONTRIBUTING: Business writers Paul Monies and Brianna Bailey


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