8-KLeadership ChangesRegulation FD

EXPAND ENERGY Corp 8-K Report, Executive Changes (May 3, 2013)

Filed May 3, 2013For Securities:EXEEXEELEXEEWEXEEZ

Summary

Chesapeake Energy Corporation (EXE) filed an 8-K on May 3, 2013, to announce significant changes to its Board of Directors. Louis A. Simpson, a board member and chair of the Nominating, Governance and Social Responsibility Committee, resigned from the board. The company stated there were no disagreements between Mr. Simpson and the company regarding its operations, policies, or practices. In response to Mr. Simpson's departure, the Board appointed R. Brad Martin to replace him as chair of the Nominating Committee, while Mr. Martin will continue his service on the Compensation Committee but will step down from the Audit Committee. Additionally, Thomas L. Ryan was appointed to the Board to fill the vacancy and joined the Audit Committee. Mr. Ryan's appointment was recommended by Southeastern Asset Management, Inc., the company's largest shareholder. This filing also details the compensation structure for non-management directors, including cash retainers and restricted stock awards, and confirms a standard indemnity agreement for Mr. Ryan.

Key Highlights

  • 1Louis A. Simpson has resigned from the Board of Directors, with no stated disagreements with the Company.
  • 2R. Brad Martin has been appointed as the new Chairman of the Nominating, Governance and Social Responsibility Committee.
  • 3Mr. Martin will no longer serve on the Audit Committee but remains on the Compensation Committee.
  • 4Thomas L. Ryan has been appointed as a new Director, filling the vacancy left by Mr. Simpson.
  • 5Mr. Ryan's appointment was recommended by Southeastern Asset Management, Inc., the largest shareholder.
  • 6Mr. Ryan has been appointed as a member of the Audit Committee.
  • 7The filing provides details on the compensation for non-management directors, including cash retainers and restricted stock awards.

Frequently Asked Questions

According to the filing, Mr. Simpson tendered his resignation, and the Board accepted it. There were no disagreements between Mr. Simpson and Chesapeake Energy Corporation on any matters related to the Company's operations, policies, or practices.

Thomas L. Ryan was recommended for appointment to the Board by Southeastern Asset Management, Inc., which is identified as the Company's largest shareholder.

Mr. Ryan will receive pro-rated compensation for 2013, commensurate with other non-management directors. This includes an annual cash retainer and restricted stock grants. Non-management directors typically receive an annual cash retainer of approximately $100,000 and restricted stock awards valued at approximately $250,000, along with reimbursement for expenses. New directors also receive an award of 10,000 shares of common stock.

Mr. Ryan has been appointed to serve as a member of the Audit Committee.