CHESAPEAKE ENERGY CORPORATION (NYSE:CHK) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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CHESAPEAKE ENERGY CORPORATION (NYSE:CHK) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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

On May 19, 2017, at the 2016 Annual Meeting of Shareholders (the
Annual Meeting) of Chesapeake Energy Corporation (the Company),
shareholders of the Company approved an amendment to the Companys
Certificate of Incorporation to increase the number of authorized
shares of common stock of the Company to 2,000,000,000 (the
Amendment). The Company filed the Amendment on May 19, 2017 with
the Secretary of State of the State of Oklahoma. The Amendment
became effective upon filing. The foregoing description of the
Amendment 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.
The Companys shareholders voted on five proposals at the Annual
Meeting that are described in detail in the Companys definitive
proxy statement (as filed with the Securities and Exchange
Commission on April 7, 2017). The final voting results are
disclosed below.
1.
Election of Directors. Shareholders elected each of the
individuals listed below to serve as a director 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
Gloria R. Boyland
426,300,172
8,275,917
4,805,911
264,503,477
Luke R. Corbett
413,038,189
21,600,693
4,743,118
264,503,477
Archie W. Dunham
421,781,161
13,516,231
4,084,608
264,503,477
Robert D. (“Doug”) Lawler
426,520,620
8,694,416
4,166,964
264,503,477
R. Brad Martin
421,529,489
13,227,761
4,624,750
264,503,477
Merrill A. (“Pete”) Miller
398,432,892
36,269,902
4,679,206
264,503,477
Thomas L. Ryan
403,602,156
31,022,123
4,757,721
264,503,477
2.
Amendment to the Certificate of Incorporation to Increase
Authorized Common Stock. Shareholders approved the
amendment to the Companys Certificate of Incorporation to
increase the authorized common stock of the Company, with
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
613,799,192
75,009,287
15,076,998
3.
Advisory Vote to Approve Named Executive Officer
Compensation. Shareholders approved the advisory resolution
to approve the executive compensation of the Companys named
executive officers, with the affirmative vote of a
plurality of the votes cast, in person or by proxy.
Votes For
Votes Against
Abstentions
Broker Non-Votes
247,005,612
187,404,551
4,971,837
264,503,477
4.
Advisory Vote on Frequency of Advisory Votes on Named
Executive Officer Compensation. Shareholders approved the
advisory proposal to hold advisory votes on named executive
officer compensation every year, with One Year having
received the affirmative vote of a plurality of the votes
cast, in person or by proxy.
One Year
Two Years
Three Years
Abstentions
Broker Non-Votes
425,890,198
3,550,463
4,881,849
5,059,490
264,503,477
In accordance with the results of this advisory vote, the Company
has determined that it will hold an advisory vote to approve
executive officer compensation every year, until the next
required advisory vote on the frequency of future advisory votes
to approve executive officer compensation.
5.
Ratification of Appointment of Independent Registered
Public Accounting Firm. Shareholders approved the proposal
to ratify the appointment of PricewaterhouseCoopers LLP as
the Companys independent registered public accounting firm,
with the affirmative vote of a plurality of the votes cast,
in person or by proxy.
Votes For
Votes Against
Abstentions
Broker Non-Votes
674,212,216
22,794,638
6,878,623
Item 9.01 Financial Statements and Exhibits.
(d)
Chesapeake Energy Corporation Amendment to Certificate
of Incorporation, dated May 19, 2017


About CHESAPEAKE ENERGY CORPORATION (NYSE:CHK)

Chesapeake Energy Corporation (Chesapeake) is a producer of natural gas, oil and natural gas liquids (NGL) in the United States. The Company operates in two segments: Exploration and Production, and Marketing, Gathering and Compression. The exploration and production segment is responsible for finding and producing oil, natural gas and NGL. The marketing, gathering and compression segment is responsible for marketing, gathering and compression of oil, natural gas and NGL. It has positions in resource plays of the Eagle Ford Shale in South Texas; the Utica Shale in Ohio and Pennsylvania; the Anadarko Basin in northwestern Oklahoma and the Texas Panhandle, and the Niobrara Shale in the Powder River Basin in Wyoming. Its natural gas resource plays are the Haynesville/Bossier Shales in northwestern Louisiana and East Texas; the Marcellus Shale in the northern Appalachian Basin in Pennsylvania, and the Barnett Shale in the Fort Worth Basin of north-central Texas.

CHESAPEAKE ENERGY CORPORATION (NYSE:CHK) Recent Trading Information

CHESAPEAKE ENERGY CORPORATION (NYSE:CHK) closed its last trading session up +0.20 at 5.78 with 26,534,842 shares trading hands.

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