Chesapeake Energy Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 28, 2024, Chesapeake held a virtual special meeting of Chesapeake’s stockholders (the “Special Meeting”) in connection with a proposed merger (the “Merger”) with Southwestern Energy Company, a Delaware corporation (“Southwestern”), as disclosed in Chesapeake’s definitive proxy statement filed with the Securities and Exchange Commission on May 17, 2024. As of April 22, 2024, the record date for the Special Meeting, there were 131,048,463 shares of Chesapeake common stock issued and outstanding. The final voting results are disclosed below.
| 1. | Stock Issuance Proposal. Stockholders approved of the issuance of Chesapeake’s common stock (the “Stock Issuance Proposal”) to the stockholders of Southwestern in connection with the Merger, with the affirmative vote of a majority of votes cast, in person or by proxy. |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 115,678,563 | 201,938 | 27,371 | -0- |
The consummation of the transactions contemplated by the proposed Merger with Southwestern, including the Stock Issuance Proposal, remains subject to regulatory clearance and the satisfaction of other customary closing conditions set forth in the Merger Agreement, as disclosed in the definitive proxy statement.
| 2. | Non-Binding Advisory Vote to Approve Named Executive Officer Compensation. Stockholders approved, in a non-binding advisory vote, the compensation that may be paid or become payable to Chesapeake’s named executive officers in connection with the transactions contemplated by the Merger, with the affirmative vote of a majority of the votes cast, in person or by proxy. |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 73,097,257 | 42,625,916 | 184,699 | -0- |
| 3. | Adjournment of the Special Meeting. Because there were sufficient votes approve the Stock Issuance Proposal, as set forth above, the vote to adjourn the Special Meeting was not necessary. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CHESAPEAKE ENERGY CORPORATION | ||
| By: | /s/ Benjamin E. Russ | |
| Benjamin E. Russ Executive Vice President – General Counsel and Corporate Secretary |
Date: June 18, 2024