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Form 8-K CHESAPEAKE ENERGY CORP For: May 20

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May 20, 2016 5:06 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): May 20, 2016
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):
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
    







Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 20, 2016, at the 2016 Annual Meeting of Shareholders (the “Annual Meeting”) of Chesapeake Energy Corporation (the “Company”), shareholders approved an amendment to the Company’s Restated Certificate of Incorporation to increase the authorized common stock of the Company from 1,000,000,000 shares to 1,500,000,000 shares, par value $0.01 per share. The foregoing description of the amendment to the Restated Certificate of Incorporation does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K.


Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 20, 2016, at the Annual Meeting, the Company’s shareholders voted on seven proposals that were described in the Company’s definitive proxy statement (as filed with the Securities and Exchange Commission on April 8, 2016). The final voting results are disclosed below.


1.
Election of Directors. The individuals listed below were each elected at the Annual Meeting to serve as directors of the Company until the next annual meeting of shareholders and until his or her successors are duly elected and qualified, with each director nominee receiving a greater number of votes cast “for” his or her election than votes cast “against” his or her election.

Director Nominee
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
Archie W. Dunham
 
347,035,538
 
17,891,457
 
1,114,015
 
192,008,110
Vincent J. Intrieri
 
358,129,873
 
6,669,175
 
1,241,962
 
192,008,110
Robert D. (“Doug”) Lawler
 
357,981,579
 
6,929,500
 
1,129,931
 
192,008,110
John J. (“Jack”) Lipinski
 
344,797,937
 
20,014,568
 
1,228,505
 
192,008,110
R. Brad Martin
 
358,727,442
 
6,129,351
 
1,184,217
 
192,008,110
Merrill A. (“Pete”) Miller
 
344,701,331
 
20,114,625
 
1,225,054
 
192,008,110
Kimberly K. Querrey
 
358,643,915
 
6,161,637
 
1,235,458
 
192,008,110
Thomas L. Ryan
 
355,082,568
 
9,733,035
 
1,225,407
 
192,008,110


2.
Amendment to the Restated Certificate of Incorporation to Increase Authorized Common Stock. The advisory resolution to approve the amendment to the Company’s Restated Certificate of Incorporation to increase the authorized common stock of the Company was approved, having received the affirmative vote of the holders of a majority of the outstanding shares of common stock entitled to vote, voting in person or by proxy.

Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
519,565,868
 
31,107,451
 
7,375,801
 
0






3.
Amendment to 2014 Long Term Incentive Plan to Increase Common Stock Authorized for Issuance. The proposal to amend the 2014 Long Term Incentive Plan to increase the common stock authorized for issuance was approved, having received the affirmative vote of the holders of a majority of the outstanding shares of common stock, present in person or represented by proxy at the Annual Meeting and entitled to vote.

Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
306,490,971
 
57,815,192
 
1,734,847
 
192,008,110


4.
Advisory Vote to Approve Named Executive Officer Compensation. The advisory resolution to approve the executive compensation of the Company’s named executive officers was approved, having received the affirmative vote of a plurality of the votes cast, in person or by proxy.

Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
183,058,885
 
181,181,046
 
1,801,079
 
192,008,110


5.
Ratification of Appointment of Independent Registered Public Accounting Firm. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm was approved, having received the affirmative vote of a plurality of the votes cast, in person or by proxy.

Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
549,189,188
 
6,739,059
 
2,120,873
 
0


6.
Shareholder Proposal Relating to Policy on Use of Proved Reserves Metrics to Determine Executive Compensation. The shareholder proposal relating to a policy on the use of proved reserves metrics to determine executive compensation failed, having failed to receive the affirmative vote of a plurality of the votes cast, in person or by proxy.

Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
16,847,686
 
344,185,591
 
5,007,733
 
192,008,110


7.
Shareholder Proposal Relating to Lobbying Activities and Expenditures Report. The shareholder proposal relating to a lobbying activities and expenditures report failed, having failed to receive the affirmative vote of a plurality of the votes cast, in person or by proxy.

Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
20,620,428
 
340,592,815
 
4,827,767
 
192,008,110






Item 9.01 Financial Statements and Exhibits.

 
(d)
Chesapeake Energy Corporation Amendment to Restated Certificate of Incorporation, dated May 20, 2016







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:     May 20, 2016






EXHIBIT INDEX

Exhibit No.
 
Document Description
 
 
 
 
 
3.1
 
Chesapeake Energy Corporation Amendment to Restated Certificate of Incorporation, dated May 20, 2016
 
 
 
 
 






Exhibit 3.1


CERTIFICATE OF AMENDMENT
TO
RESTATED CERTIFICATE OF INCORPORATION
OF
CHESAPEAKE ENERGY CORPORATION

TO THE SECRETARY OF STATE OF THE STATE OF OKLAHOMA:

Chesapeake Energy Corporation (the “Corporation”), a corporation organized and existing under and by virtue of the Oklahoma General Corporation Act (the “Act”), for the purpose of amending its restated certificate of incorporation, does hereby submit the following:

A.
The name of the Corporation is Chesapeake Energy Corporation. The name under which the Corporation was originally incorporated was Chesapeake Oklahoma Corporation.

B.
The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of Oklahoma on November 19, 1996, and the Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of Oklahoma on August 5, 2014 (as amended from time to time, the “Certificate of Incorporation”).

C.
The amendment to the Certificate of Incorporation set forth in paragraph D below (the “Amendment”) was duly adopted in accordance with the provisions of Section 1077 of the Act. On March 3, 2016, the Board of Directors of the Corporation duly adopted resolutions setting forth the Amendment, declaring the Amendment’s advisability, and directing that the Amendment be considered at the next annual meeting of the Corporation’s shareholders. The annual meeting of shareholders was called and held upon written notice given to the shareholders of the Corporation in accordance with the provisions of Section 1067 of the Act. At the annual meeting of the shareholders held on May 20, 2016, at least a majority of the outstanding capital stock of the Corporation entitled to vote thereon voted in favor of the Amendment.

D.
The Certificate of Incorporation is hereby amended as follows:

The first sentence of Article IV of the Certificate of Incorporation shall be amended and restated to read as follows:

The total number of shares of capital stock which the Corporation shall have authority to issue is One Billion Five Hundred Twenty Million (1,520,000,000) shares consisting of Twenty Million (20,000,000) shares of Preferred Stock, par value $0.01 per share, and One Billion Five Hundred Million (1,500,000,000) shares of Common Stock, par value $0.01 per share.

E.
This Certificate of Amendment to the Certificate of Incorporation shall be effective upon filing with the Oklahoma Secretary of State.






IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Certificate of Incorporation to be signed by its Executive Vice President - General Counsel and Corporate Secretary and attested by its Assistant Corporate Secretary this 20th day of May, 2016.



 
 
CHESAPEAKE ENERGY CORPORATION, an Oklahoma corporation
 
 
 
 
 
 
 
By:
/s/ James R. Webb
 
 
James R. Webb
 
 
Executive Vice President - General Counsel and Corporate Secretary
 
 
 
 
 
 
 
 
ATTEST:
 
/s/ Anita L. Brodrick
 
Anita L. Brodrick
 
Assistant Corporate Secretary




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