UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
Emerging growth company
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
SandRidge Energy, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) in Oklahoma City, Oklahoma on June 12, 2024. As of the record date of April 24, 2024, the Company had 37,125,450 shares of common stock outstanding. A total of 28,825,464 shares (77.64%) were present at the 2024 Annual Meeting by proxy or in person.
The following matters, detailed descriptions of which are contained in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 6, 2024, as amended on May 10, 2024 (the “2024 Proxy Statement”), were voted on at the 2024 Annual Meeting:
| (1) | Election of five directors to serve on the Company’s Board of Directors (the “Board”) until the 2025 Annual Meeting of Stockholders; |
| (2) | Ratification of the selection of Grant Thornton LLP (“Grant Thornton”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; |
| (3) | Non-binding advisory vote to approve the compensation paid the Company’s named executive officers during 2023; and |
| (4) | Approval of an extension to the Tax Benefits Preservation Plan (the “Tax Benefits Preservation Plan”). |
The Company’s stockholders approved proposals (1), (2), (3), and (4).
Proposal 1 – Election of Directors
| Directors |
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||
| Jaffrey A. Firestone |
21,934,856 | 310,560 | 84,341 | 6,495,707 | ||||||||||||
| Jonathan Frates |
19,671,959 | 2,573,817 | 83,981 | 6,495,707 | ||||||||||||
| John Lipinski |
21,097,193 | 1,147,684 | 84,880 | 6,495,707 | ||||||||||||
| Randolph C. Read |
21,104,524 | 1,140,128 | 85,105 | 6,495,707 | ||||||||||||
| Nancy Dunlap |
16,954,651 | 5,309,602 | 65,504 | 6,495,707 | ||||||||||||
Proposal 2 – Ratification of Selection of Grant Thornton
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 28,460,908 | 292,039 | 72,517 | 0 |
Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 21,199,531 | 1,043,465 | 86,761 | 6,495,707 |
Proposal 4 – Approval of an Extension to the Tax Benefits Preservation Plan
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 19,324,793 | 2,936,893 | 68,071 | 6,495,707 |
| Item 9.01. | Financial Statements and Exhibits. |
d) Exhibits.
| Exhibit |
Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| SandRidge Energy, Inc. | ||||||
| Dated: June 13, 2024 | By: | /s/ Brandon Brown | ||||
| Name: | Brandon Brown | |||||
| Title: | Senior Vice President and Chief Financial Officer | |||||