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Ohio Utica Shale

Eight re-elected to Chesapeake Energy's board of directors

By Bob Downing Published: June 14, 2013

From Chesapeake Energy Corp.:

OKLAHOMA CITY--(BUSINESS WIRE)--Jun. 14, 2013-- Chesapeake Energy Corporation (NYSE:CHK) announced preliminary voting results from its Annual Meeting of Shareholders held earlier today at the company’s Oklahoma City headquarters. The preliminary results are as follows:

Item 1: Election of Directors:
Directors Bob G. Alexander, Merrill A. “Pete” Miller, Jr., Thomas L. Ryan, Vincent J. Intrieri, Frederic M. Poses, Archie W. Dunham, R. Brad Martin, and Louis A. Raspino were re-elected to the Board of Directors, receiving an average affirmative vote of 96% of the votes cast.

Item 2: Proposal to declassify the Board of Directors:
The proposal did not pass, receiving the affirmative vote of only 60% of the shares outstanding, which was less than the two-thirds required for shareholder approval of an amendment to the company’s certificate of incorporation.

Item 3: Proposal to implement proxy access:
The proposal did not pass, receiving the affirmative vote of only 60% of the shares outstanding, which was less than the two-thirds required for shareholder approval of an amendment to the company’s bylaws.

Item 4: Proposal to eliminate supermajority voting requirements:
The proposal did not pass, receiving the affirmative vote of only 60% of the shares outstanding, which was less than the two-thirds required for shareholder approval of an amendment to the company’s certificate of incorporation.

Item 5: Proposal to amend the 2003 Stock Award Plan for non-employee directors:
The proposal passed, receiving the support of more than 96% of the votes cast.

Item 6: Shareholder advisory vote to approve our named executive officer compensation:
The proposal passed, receiving the support of more than 84% of the votes cast.

Item 7: Proposal to amend long term incentive plan:
The proposal passed, receiving the support of more than 94% of the votes cast.

Item 8: Proposal to approve annual incentive plan:
The proposal passed, receiving the support of more than 97% of the votes cast.

Item 9: Ratification of independent registered public accounting firm:
The proposal passed, receiving the support of more than 98% of the votes cast.

Item 10: Shareholder proposal relating to the creation of a risk oversight committee:
The proposal did not pass, receiving the support of less than 4% of the votes cast.

Item 11: Shareholder proposal relating to re-incorporation in Delaware:
The proposal did not pass, receiving the support of less than 3% of the votes cast.

Item 12: Shareholder proposal relating to accelerated vesting of senior executives’ equity awards upon a change of control:
The proposal did not pass, receiving the support of approximately 27% of the votes cast.

The Board of Directors will review the results of the votes on proposals 2, 3 and 4 and intends to seek feedback from shareholders before deciding on next steps.

The preliminary results were tabulated by the company’s independent Inspector of Elections, and final results will be disclosed upon certification by the Inspector.

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