chk06082012_8k.htm


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): June 8, 2012 (June 8, 2012)


 
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):
 
*
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
*
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
*
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
*
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
 
 
 
 
 
Section 5 – Corporate Governance and Management

Item 5.02 Compensatory Arrangements of Certain Officers.

On June 8, 2012, at the annual meeting of shareholders of Chesapeake Energy Corporation (the “Company”), the Company’s shareholders voted to (i) increase the number of shares of common stock which are available for awards under the Long Term Incentive Plan (the “LTIP”) by 6,500,000 shares and (ii) make certain revisions to clarify the treatment of performance share units under the LTIP.  The LTIP, as amended, is attached hereto as Exhibit 10.1.14.  The description of the LTIP under the caption "Plan Features" on pages 40-45 of the proxy statement for the meeting, which is a part of the discussion of Voting Item 4: Proposal to Amend Long Term Incentive Plan, is incorporated by reference herein.
 
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective June 8, 2012, although the Company's shareholders did not approve a similar shareholder proposal on the subject, the Board of Directors (the "Board") voluntarily approved an amendment to the Company's bylaws to require that all director nominees in uncontested elections receive the affirmative vote of a majority of votes cast in order to be elected or reelected to the Board. If a director does not receive the requisite vote, the bylaws require the director to comply with the Company's director resignation procedures. In addition, the Board approved further amendments to the Company’s bylaws, which included:

(1)  
Revisions to provide that the Chief Executive Officer of the Company may call special meetings of shareholders;

(2)  
Revisions to provide that the Chief Executive Officer of the Company, in addition to the Chairman of the Board, a majority of the directors then in office and the President of the Company, may call regular or special meetings of the Board;

(3)  
Revisions to specify the notice requirements for special meetings of the Board;

(4)  
Revisions to accommodate the separation of the positions of Chairman of the Board and Chief Executive Officer; and

(5)  
Revisions to remove the requirement that the Board elect officers on a specific date each year.

    The foregoing description of the amendments to the Company’s bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Company’s Amended and Restated Bylaws filed as Exhibit 3.2 to this Current Report on Form 8-K.

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

The Company held its annual meeting of shareholders on Friday, June 8, 2012.  The matters voted upon and the final voting results are as stated below.

·  
The shareholders elected each of the director nominees as set forth below:

Proposal No. 1:
Votes
For
Votes Withheld
Broker Non-Votes
Election of Directors
 
      
Richard K. Davidson
 114,634,033  309,368,591  125,975,332 
V. Burns Hargis
 111,877,012  312,125,612  125,975,332 

 
 
 
 
·  
The shareholders voted as set forth below on five management proposals:

Proposal No. 2:
Votes
For
Votes Against
Abstentions
Broker Non-Votes
Proposal to Amend Bylaws to Implement Majority Voting in Director Elections
 411,870,838  10,268,292   1,863,494 125,975,332 

Proposal No. 3:
Votes
For
Votes Against
Abstentions
Broker Non-Votes
Shareholder Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers
  84,550,683 337,436,166  2,015,775  125,975,332 

Proposal No. 4:
Votes
For
Votes Against
Abstentions
Broker Non-Votes
Proposal to Amend Long Term Incentive Plan
 364,112,628    57,300,479 2,589,517    125,975,332

Proposal No. 5:
Votes
For
Votes Against
Abstentions
Broker Non-Votes
Proposal to Approve Annual Incentive Plan
 131,830,464  289,182,095  2,990,065  125,975,332 

Proposal No. 6:
Votes
For
Votes Against
Abstentions
Broker Non-Votes
Ratification of  Appointment of Independent Registered Public Accounting Firm
 510,731,614  24,994,571  14,251,771  --

·  
The shareholders voted as set forth below on four shareholder proposals:

Proposal No. 7:
Votes
For
Votes Against
Abstentions
Broker Non-Votes
Shareholder Proposal Relating to Re-Incorporation in Delaware
  225,912,663 182,157,627  15,932,334    125,975,332

Proposal No. 8:
Votes
For
Votes Against
Abstentions
Broker Non-Votes
Shareholder Proposal Relating to Political Lobbying Expenditures
 153,843,362  190,622,817  79,536,445  125,975,332 
 
Proposal No. 9:
Votes
For
Votes Against
Abstentions
Broker Non-Votes
Shareholder Proposal Relating to the Supermajority Voting Standard
   365,348,314  54,732,149 3,922,161   125,975,332

Proposal No. 10:
Votes
For
Votes Against
Abstentions
Broker Non-Votes
Shareholder Proposal Relating to Proxy Access
 254,125,330  153,667,604    16,209,690 125,975,332 


Section 7 – Regulation FD

Item 7.01 Regulation FD Disclosure.

On June 8, 2012, the Company issued a press release announcing the preliminary voting results for the Company’s 2012 annual meeting of shareholders. A copy of this press release is attached as Exhibit 99.1 to this Current Report.


Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.  See "Exhibit Index" attached to this Current Report on Form 8-K, which is incorporated by reference herein.

 
 
 
 

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/ JENNIFER M. GRIGSBY 
   
Jennifer M. Grigsby
Senior Vice President, Treasurer and Corporate Secretary


Date:                      June 8, 2012

 
 
 
 

EXHIBIT INDEX


Exhibit No.
  
Document Description
  
       
 3.2   Chesapeake Energy Corporation Amended and Restated Bylaws  
       
10.1.14
  
Long Term Incentive Plan
  
 
  
    
99.1
  
Chesapeake Energy Corporation press release dated June 8, 2012 – Preliminary voting results of annual meeting of shareholders