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Form 8-K CHESAPEAKE ENERGY CORP For: Apr 07

April 7, 2015 4:05 PM EDT


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 7, 2015
CHESAPEAKE ENERGY CORPORATION
(Exact name of Registrant as specified in its Charter)
Oklahoma
 
1-13726
 
73-1395733
(State or other jurisdiction of
incorporation)
 
(Commission File No.)
 
(IRS Employer Identification No.)
6100 North Western Avenue, Oklahoma City, Oklahoma
 
73118
(Address of principal executive offices)
 
(Zip Code)
 
(405) 848-8000
 
 
(Registrant’s telephone number, including area code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
*
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
*
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
*
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
*
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
    
    







Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On April 7, 2015, the Board of Directors (the "Board") of Chesapeake Energy Corporation (the "Company") appointed Kimberly K. Querrey to the Board. Ms. Querrey will serve on the Audit Committee of the Board. A copy of the related press release is attached hereto as Exhibit 99.1.

Upon Ms. Querrey’s appointment as a non-employee director, Ms. Querrey received an automatic initial grant of 10,000 shares of restricted stock pursuant to the Company's 2003 Stock Award Plan for Non-Employee Directors, as amended. Ms. Querrey will also receive the standard annual retainer paid to each non-employee director, including: (i) $100,000, paid in quarterly installments; and (ii) $250,000 of quarterly restricted stock unit awards pursuant to the Company’s 2014 Long Term Incentive Plan, vesting 25% upon the date of grant and 75% ratably over the next three years.

In connection with her appointment, the Company and Ms. Querrey will enter into the Company's standard indemnity agreement for officers and directors.

There are no arrangements or understandings between Ms. Querrey and the Company or any other person pursuant to which Ms. Querrey was appointed as a director of the Company. Ms. Querrey is not related to any officer or director of the Company, and there are no transactions or relationships between Ms. Querrey and the Company that would be required to be reported under Item 404(a) of Regulation S-K.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT INDEX
 
 
 
 
Incorporated by Reference
Exhibit Number
 
Exhibit Description
 
Form
 
SEC File Number
 
Exhibit
 
Filing Date
 
 
 
 
 
 
 
 
 
 
 
10.1
 
Form of Indemnity Agreement for officers and directors of Chesapeake and its subsidiaries
 
8-K
 
001-13726
 
10.3
 
6/27/2012
99.1
 
Chesapeake Energy Corporation press release dated April 7, 2015
 
 
 
 
 
 
 
 
  Filed herewith.






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/ JAMES R. WEBB
 
James R. Webb
 
Executive Vice President - General Counsel and Corporate Secretary
Date:    April 7, 2015





EXHIBIT INDEX
 
 
 
 
Incorporated by Reference
Exhibit Number
 
Exhibit Description
 
Form
 
SEC File Number
 
Exhibit
 
Filing Date
 
 
 
 
 
 
 
 
 
 
 
10.1
 
Form of Indemnity Agreement for officers and directors of Chesapeake and its subsidiaries
 
8-K
 
001-13726
 
10.3
 
6/27/2012
99.1
 
Chesapeake Energy Corporation press release dated April 7, 2015
 
 
 
 
 
 
 
 
  Filed herewith.





Exhibit 99.1
News Release
FOR IMMEDIATE RELEASE
APRIL 7, 2015

CHESAPEAKE ENERGY CORPORATION APPOINTS
KIMBERLY K. QUERREY TO BOARD OF DIRECTORS

OKLAHOMA CITY, April 7, 2015 - Chesapeake Energy Corporation (NYSE: CHK) announced today that Kimberly K. Querrey has been appointed to the Board of Directors effective immediately. Querrey will serve as a member of the Audit Committee and will stand for re-election at the 2015 annual meeting of shareholders on May 22.

Chairman Archie Dunham commented, “With her extensive financial experience and environmental, health and safety background, Kimberly will be a terrific resource for our Board and management team. We are pleased to welcome Kimberly and are confident that her insight will benefit the company and all of our shareholders.”

Querrey is the co-founder of SQ Advisors, LLC, a registered investment advisor, and has been its President and Managing Member since August 2010. Previously, she was the President of Querrey Enterprises, an international business operations and environmental, health and safety consulting firm, from 2000 to 2010. From 1990 to 2000, Querrey held a variety of operational and environmental, health and safety positions at IMCO Recycling (formerly NYSE:IMR) and Occidental Chemical Corporation, a subsidiary of Occidental Petroleum Corporation (NYSE:OXY). From 1984 to 1990, she was the Director of Environmental, Health and Safety at Western Michigan University. Querrey was a Director of Mekong Capital, a Vietnam-focused private equity firm, from 2009 to 2012, and International Dispensing Corporation, a food and beverage packaging company, from 2009 to 2012, and is a member of the Council on Foreign Relations.

“It is an honor to join the Board of one of the nation’s leading energy producers, especially during a time of such great opportunity for the company,” said Querrey. “I look forward to working with the Board and management team to deliver value for our shareholders and stakeholders.”
    
Chesapeake Energy Corporation (NYSE: CHK) is the second-largest producer of natural gas and the 11th largest producer of oil and natural gas liquids in the U.S. Headquartered in Oklahoma City, the company's operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the U.S. The company also owns substantial marketing and compression businesses. Further information is available at www.chk.com where Chesapeake routinely posts announcements, updates, events, investor information, presentations and news releases.


INVESTOR CONTACT:
MEDIA CONTACT:
CHESAPEAKE ENERGY CORPORATION
Brad Sylvester, CFA
Gordon Pennoyer
6100 North Western Avenue
(405) 935-8870
(405) 935-8878
P.O. Box 18496
Oklahoma City, OK 73154





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