One of the largest shareholders of SandRidge Energy Inc. on Wednesday formally called for shareholders to oust the Oklahoma City energy company’s directors, and submitted its list of proposed directors.
TPG-Axon is seeking to amend the company’s bylaws and replace the current directors with a new slate of its choosing.
SandRidge declined to comment Wednesday.
SandRidge last week said it set the consent date as Dec. 21 and that votes on the TPG-Axon proposal must be cast within 60 days. TPG-Axon on Monday filed suit in a Delaware Chancery Court challenging the date, saying that the 60-day period should begin after the U.S. Securities and Exchange Commission approves the paperwork it filed Wednesday.
TPG-Axon is asking shareholders to approve three proposals.
The first would make all directors eligible for re-election annually instead of using staggered, three-year terms. The proposal also would allow directors to be ousted by a majority shareholder vote, with or without cause. The second proposals would remove all seven current directors. The third proposal would replace the directors.
TPG-Axon CEO Dinakar Singh said its proposed new directors each have oil and gas experience, a financial and accounting background and a reputation of understanding corporate governance and knowing how a board should be run.
TPG-Axon has said SandRidge is undervalued, noting that its stock price has dropped 80 percent from its IPO level in 2007.
“The destruction of stockholder value has been caused by poor and erratic strategic decisions, reckless spending, and a culture of cronyism and waste that has drained value from the company,” the shareholder said in its regulatory filing Wednesday.
TPG-Axon also has criticized SandRidge management for its compensation to CEO Tom Ward, who in 2011 was paid more than $25 million, about 50 percent of the company’s earnings that year. The shareholder also objects to the nearly $1 million paid annually for Ward’s personal accounting and other benefits he receives from the company.
TPG-Axon on Monday also claimed that Ward and his son have engaged in “persistent front-running” of the company by personally buying leases and flipping some of those leases to SandRidge and other companies.
SandRidge declined to address the claims.
TPG-Axon controls 6.7 percent of SandRidge stock and needs support from a total of more than 51 percent of shares to enact the desired changes at the company.
Another institutional investor, equity firm Mount Kellett Capital Management LP, has urged SandRidge to replace Ward. It contends the company’s stock is vastly undervalued.
SandRidge was unchanged in trading Wednesday, closing at $6.25.
Proposed new directors
SandRidge shareholder TPG-Axon has called for shareholders to oust SandRidge’s directors and replace them with a panel of its choosing. Following are the proposed new directors:
•Stephen C. Beasley, 61, founder and CEO of Houston-based investment firm Eaton Group Inc. and former president of El Paso Corp.’s Eastern Pipeline Group.
•Edward W. Moneypenny, 70, retired senior vice president of finance and chief financial officer of 7-Eleven Inc. He is also former executive vice president of finance and chief financial officer of Covanta Energy Corp.
•Fredric G. Reynolds, 62, retired executive vice president and chief financial officer of CBS Corp.
•Peter H. Rothschild, 57, managing member of financial services company Daroth Capital LLC and president and chief executive officer of its banking subsidiary Daroth Capital Advisors LLC.
•Dinakar Singh, 43, founder and CEO of TPG-Axon Capital and a former partner at Goldman Sachs and Co., where he was co-head of the principal strategies department
•Alan J. Weber, 63, CEO of investment management firm Weber Group LLC and operating partner and chairman of the financial services advisory board at Arsenal Capital Partners LLC.
•Dan A. Westbrook, 60, director at Canadian pipeline company Enbridge Energy Co.