SandRidge expands board in settlement with Icahn
Changes at SandRidge Energy Inc. already are underway.
A release issued late Tuesday by the Oklahoma Citybased firm announced its board and activist investor Carl Icahn have reached a settlement agreement that expands the board by one, to eight members.
When polls closed at Tuesday’s annual meeting, results showed Icahn Capital nominees Robert Alexander, Jonathan Christodoro, John J. “Jack” Lipinski and Randolph C. Read had been elected to four of the seats, while incumbent board members Sylvia K. Barnes and William M. Griffin had been re-elected to their seats.
The agreement, reached between those six and Icahn Capital, prompted remaining nominees to withdraw from the election for the seventh seat, which had been too close to call, and to expand the board’s number of seats by one.
Board members then filled the seventh and eighth seats with Jonathan Frates, another Icahn Capital-backed candidate, and David Kornder, an incumbent director.
The newly constituted SandRidge board consists of three incumbent directors and five of Icahn’s nominees.
“We are pleased to have reached this agreement with Icahn and welcome our new directors to the board,”
SandRidge said in a statement.
“We look forward to working together in a constructive manner as we execute our plan and continue our strategic review process to maximize value for all SandRidge shareholders.
“The last several months have presented numerous challenges for our employees, and we want to thank our team for their ongoing commitment and dedication. We would also like to thank our departing directors for their service and contributions to the company.”
Shares of SandRidge stock, among Wall Street’s biggest gainers on Tuesday, gained more than 2 percent Wednesday to close at $17.40.
SandRidge also stated preliminary voting results indicate shareholders voted against a continuation of its shortterm rights plan and a nonbinding proposal related to compensation of the company’s named executive officers.
Shareholders also voted to appoint PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for its current fiscal year, which ends Dec. 31.
Officials said the votes will remain considered as being preliminary until the final results are tabulated and certified by the independent inspector of elections.
Final results will be reported on a Form 8-K that will be filed with the Securities and Exchange Commission in due course and available at the SEC’s website at www.sec.gov.