8-KLeadership ChangesExhibits & Filings

EXPAND ENERGY Corp 8-K Report, Executive Changes (Dec 16, 2016)

Filed December 16, 2016For Securities:EXEEXEELEXEEWEXEEZ

Summary

Chesapeake Energy Corporation (the "Company") announced a change to its Board of Directors with the appointment of Luke R. Corbett, effective December 14, 2016. Mr. Corbett will serve on the Audit and Nominating, Governance & Social Responsibility Committees. This appointment is a standard governance development, bringing a new independent director to the board. Investors should note the compensation structure for Mr. Corbett as a non-employee director, which includes an annual retainer of $100,000 and restricted stock units valued at approximately $250,000, granted under the Company's 2014 Long Term Incentive Plan. These awards will be prorated for the remainder of 2016. The filing also discloses a familial relationship between Mr. Corbett and an employee, Grant Loxton (his son-in-law), whose compensation was $342,124 in 2015 and will be detailed in the upcoming proxy statement if required. The Company emphasizes its policy of compensating related employees at market rates.

Key Highlights

  • 1Appointment of Luke R. Corbett to the Board of Directors as a non-employee director.
  • 2Mr. Corbett will serve on the Audit and Nominating, Governance & Social Responsibility Committees.
  • 3Annual compensation for Mr. Corbett includes a $100,000 retainer and approximately $250,000 in restricted stock units.
  • 4Awards to Mr. Corbett will be prorated for the remaining term of 2016.
  • 5Disclosure of a familial relationship: Grant Loxton, Mr. Corbett's son-in-law, is an employee of the Company.
  • 6Grant Loxton's 2015 compensation was $342,124, with 2016 compensation to be disclosed in the 2017 proxy statement if applicable.
  • 7The Company states compensation for related employees is based on market rates and approved by the Compensation Committee.

Frequently Asked Questions

This 8-K filing primarily announces the appointment of a new director, Luke R. Corbett, to the Board of Directors of Chesapeake Energy Corporation and details his committee assignments and compensation.

Mr. Corbett will receive a standard annual retainer of $100,000, paid quarterly, and an annual grant of restricted stock units valued at approximately $250,000. These will be prorated for the remainder of 2016.

The filing discloses that Mr. Corbett's son-in-law, Grant Loxton, is an employee of the Company. His compensation for 2015 was $342,124, and his 2016 compensation will be disclosed in the next proxy statement if required. The Company states that compensation for related parties is determined by market rates and approved by the Compensation Committee.

No, this filing is primarily administrative and relates to corporate governance, specifically the addition of a director to the Board. It does not indicate any immediate strategic shifts or significant financial impacts on the Company.