0000895126-19-000149.txt : 20190517 0000895126-19-000149.hdr.sgml : 20190517 20190517164106 ACCESSION NUMBER: 0000895126-19-000149 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190517 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20190517 DATE AS OF CHANGE: 20190517 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE ENERGY CORP CENTRAL INDEX KEY: 0000895126 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 731395733 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13726 FILM NUMBER: 19836385 BUSINESS ADDRESS: STREET 1: 6100 N WESTERN AVE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058488000 MAIL ADDRESS: STREET 1: 6100 NORTH WESTERN AVE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 8-K 1 a8-k2019x05x17reannualmeet.htm 8-K Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 17, 2019
CHESAPEAKE ENERGY CORPORATION
(Exact name of Registrant as specified in its Charter)
Oklahoma
 
1-13726
 
73-1395733
(State or other jurisdiction of
incorporation)
 
(Commission File No.)
 
(IRS Employer Identification No.)
6100 North Western Avenue, Oklahoma City, Oklahoma
 
73118
(Address of principal executive offices)
 
(Zip Code)
 
(405) 848-8000
 
 
(Registrant’s telephone number, including area code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
 
 
Emerging growth company
o
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
o




Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company’s shareholders voted on five proposals at the Annual Meeting that are described in detail in the Company’s definitive proxy statement (as filed with the Securities and Exchange Commission on April 5, 2019). The final voting results are disclosed below.

1.
Election of Directors. Shareholders elected each of the individuals listed below to serve as a director of the Company until the next annual meeting of shareholders and until his or her successors are duly elected and qualified, with each director nominee receiving a greater number of votes cast “for” his or her election than votes cast “against” his or her election.
Director Nominee
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
Gloria R. Boyland
 
981,986,302
 
17,256,153
 
4,779,130
 
457,931,304
Luke R. Corbett
 
729,964,949
 
269,286,036
 
4,770,600
 
457,931,304
Mark A. Edmunds
 
980,606,004
 
18,456,204
 
4,959,377
 
457,931,304
Scott Gieselman
 
987,718,882
 
11,386,972
 
4,915,731
 
457,931,304
David W. Hayes
 
980,470,302
 
18,590,895
 
4,960,388
 
457,931,304
Leslie Starr Keating
 
825,654,292
 
173,464,659
 
4,902,634
 
457,931,304
Robert D. ("Doug") Lawler
 
987,218,282
 
13,019,211
 
3,784,092
 
457,931,304
R. Brad Martin
 
976,097,884
 
22,765,295
 
5,158,406
 
457,931,304
Merrill A. ("Pete") Miller
 
742,056,570
 
257,263,079
 
4,701,936
 
457,931,304
Thomas L. Ryan
 
786,680,593
 
212,425,208
 
4,915,784
 
457,931,304

2.
Advisory Vote to Approve Named Executive Officer Compensation. Shareholders approved the advisory resolution regarding the executive compensation of the Company’s named executive officers, with the affirmative vote of a plurality of the votes cast, in person or by proxy.
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
652,151,042
 
345,726,431
 
6,144,112
 
457,931,304

3.
Ratification of Appointment of Independent Registered Public Accounting Firm. Shareholders approved the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm, with the affirmative vote of a plurality of the votes cast, in person or by proxy.
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
1,410,665,603
 
40,477,352
 
10,809,934
 
0




SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
CHESAPEAKE ENERGY CORPORATION
 
 
By:
 /s/ James R. Webb
 
James R. Webb
 
Executive Vice President - General Counsel and Corporate Secretary
Date: May 17, 2019