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.