SANDRIDGE ENERGY, INC. (NYSE:SD) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
Item 1.01. Submission of Matters to a Vote of Security Holders.
| (a) | The Company held its 2018 Annual Meeting on June19, 2018. |
| (b) | Stockholders voted on the matters set forth below as follows: |
| (1) | Voting results for the election of directors were as follows: |
|
Name of Nominee |
NumberofVotesCast For | NumberofVotes Withheld | NumberofBroker Non-Votes |
|
Company Nominees: |
|||
|
Sylvia K. Barnes |
16,419,535 | 3,029,049 | 1,951,958 |
|
Kenneth H. Beer (withdrawn) |
— | — | — |
|
Michael L. Bennett (withdrawn) |
— | — | — |
|
William M. Griffin, Jr. |
16,494,142 | 2,954,217 | 1,951,958 |
|
David J. Kornder (withdrawn) |
— | — | — |
|
Icahn Nominees: |
|||
|
Bob G. Alexander |
21,682,723 | 9,457,832 | 1,951,958 |
|
Jonathan Christodoro |
18,066,046 | 13,087,569 | 1,951,958 |
|
Nancy Dunlap (withdrawn) |
— | — | — |
|
Jonathan Frates (withdrawn) |
— | — | — |
|
Nicholas Graziano (withdrawn) |
— | — | — |
|
John “Jack” Lipinski |
29,429,630 | 1,711,010 | 1,951,958 |
|
Randolph C. Read |
29,220,580 | 1,920,075 | 1,951,958 |
| (2) | Voting results for the ratification of the continuation of the Stockholder Rights Agreement (the “Rights Agreement”), by and between the Company and American Stock Transfer& Trust Company, LLC (“AST”), dated November26, 2017 and the First Amendment to the Rights Agreement, by and between the Company and AST, dated January22, 2018, through November26, 2018 were as follows: |
|
For |
Against |
Abstentions |
Broker Non-votes |
|
2,708,092 |
28,388,277 | 47,620 | 1,951,958 |
| (3) | Voting results for the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December31, 2018 were as follows: |
|
For |
Against |
Abstentions |
Broker Non-votes |
|
32,745,378 |
280,700 | 69,869 |
| (4) | Voting results for the approval, in a non-binding vote, of the compensation provided to the Company’s named executive officers in 2017 were as follows: |
|
For |
Against |
Abstentions |
Broker Non-votes |
|
3,819,194 |
25,912,080 | 1,412,715 | 1,951,958 |
| (c) | The information set forth in Item 1.01 above is incorporated herein by reference. |
Item 1.01. Other Events.
On June19, 2018, the Company issued a press release announcing the preliminary voting results of the 2018 Annual Meeting and the entry into the Settlement Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On June25, 2018, the Company issued a press release announcing the final voting results for the 2018 Annual Meeting and the abovementioned Board appointments and committee assignments. The press release also announced that the Company had been informed that Icahn would not be submitting an offer in connection with the Company’s strategic review process. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference in its entirety.
The June25, 2018 press release also announced that the Company had entered into a confidentiality agreement dated June22, 2018 (the “Icahn Confidentiality Agreement”) with Icahn, a copy of which is filed as Exhibit 10.2 hereto and is incorporated herein by reference. In addition, the Company arranged with Icahn that, subject to compliance with the Icahn Confidentiality Agreement, it would provide certain Icahn representatives board observer rights, with such rights being terminable at any time and subject to certain limited exceptions.
Item 1.01 Financial Statements and Exhibits.
|
Exhibit No. |
Description |
| 10.1 | Settlement Agreement, dated June 19, 2018, by and among SandRidge Energy, Inc., Carl C. Icahn, Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Enterprises G.P. Inc., Icahn Enterprises Holdings L.P., IPH GP LLC, Icahn Capital L.P., Icahn Onshore LP, Icahn Offshore LP, Beckton Corp., High River Limited Partnership, Hopper Investments LLC and Barberry Corp. and Bob Alexander, Sylvia K. Barnes, Jonathan Christodoro, William M. Griffin, Jr., John “Jack” Lipinski and Randolph Read. |
| 10.2 | Confidentiality Agreement, dated June 22, 2018, by and among SandRidge Energy, Inc., Carl C. Icahn, High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Enterprises G.P. Inc., Icahn Enterprises Holdings L.P., IPH GP LLC, Icahn Capital LP, Icahn Onshore LP, Icahn Offshore LP, Beckton Corp, Jesse Lynn and Louie Pastor. |
| 99.1 | Press Release of SandRidge Energy, Inc., dated June19, 2018. |
| 99.2 | Press Release of SandRidge Energy, Inc., dated June25, 2018. |
SANDRIDGE ENERGY INC ExhibitEX-10.1 2 d613096dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 SETTLEMENT AGREEMENT This SETTLEMENT AGREEMENT (this “Agreement”) is made and entered into as of June 19,…To view the full exhibit click here
