The Board of Directors of Chesapeake Energy Corporation (NYSE:CHK) today
announced that it has adopted a new compensation arrangement for outside
directors that reduces compensation by approximately 20% and eliminates
the use of fractionally owned aircraft for personal travel by outside
directors. The Board has taken this action in consultation with an
independent compensation advisor as part of a broader review of the
company′s executive compensation programs. As noted in Chesapeake′s
recently filed proxy statement, the Board had been reviewing its
compensation for 2012 and beyond and today′s announcement completes that
review process for the Board′s compensation arrangements. The proxy
statement also discloses that the company has implemented a number of
changes to its executive compensation program, including reducing the
Chief Executive Officer′s compensation for 2011 and better aligning the
entire executive management team′s compensation with company performance
for 2012 and beyond, as well as retaining an independent compensation
advisor for the Board′s Compensation Committee.
Under the new Board compensation arrangement, which is effective
immediately, outside directors will receive total annual compensation of
$350,000, comprised of a $100,000 cash component and a $250,000 equity
component. This reduces director compensation to a level at or below the
average director compensation of the company′s peers.
The Board also reported that the search for an independent Non-Executive
Chairman is progressing. The Board′s Nominating and Corporate Governance
Committee is considering potential candidates with no previous
substantive relationship with Chesapeake. Upon the appointment of an
independent Non-Executive Chairman, Aubrey K. McClendon will relinquish
the position of Chairman and continue as Chief Executive Officer. The
Board is continuing its review of the financing arrangements between Mr.
McClendon (and the entities through which he participates in the FWPP)
and any third party that has had or may have a relationship with the
company in any capacity.
Merrill A. ('Pete?) Miller, Jr., Chesapeake′s Lead Independent Director
and President and Chief Executive Officer of National Oilwell Varco,
Inc., said, 'Over the past year, the Board has been undertaking a review
of, and implementing changes to, the company′s compensation programs. We
believe these latest changes to the directors′ compensation will address
concerns raised by shareholders and better align Chesapeake with its
peers.?
Chesapeake Energy Corporation (NYSE:CHK) is the second-largest
producer of natural gas, a Top 15 producer of oil and natural gas
liquids and the most active driller of new wells in the U.S.Headquartered
in Oklahoma City, the company's operations are focused on discovering
and developing unconventional natural gas and oil fields onshore in the
U.S.Chesapeake owns leading positions in the Marcellus,
Haynesville, Bossier, and Barnett natural gas shale plays and in the
Eagle Ford, Utica, Mississippi Lime, Granite Wash, Cleveland, Tonkawa,
Niobrara, Bone Spring, Avalon, Wolfcamp and Wolfberry unconventional
liquids plays.The company has also vertically integrated
its operations and owns substantial marketing, midstream and oilfield
services businesses directly and indirectly through its subsidiaries
Chesapeake Energy Marketing, Inc., Chesapeake Midstream Development,
L.P. and Chesapeake Oilfield Services, L.L.C. and its affiliate
Chesapeake Midstream Partners, L.P. (NYSE:CHKM).Further
information is available at where Chesapeake routinely posts announcements, updates, events,
investor information, presentations and news releases.
This news release includes 'forward-looking statements' that give
Chesapeake's current expectations or forecasts of future events.Although
we believe the expectations and forecasts reflected in our
forward-looking statements are reasonable, we can give no assurance they
will prove to have been correct.They can be affected by
inaccurate assumptions or by known or unknown risks and uncertainties,
and actual results may differ from the expectation expressed.We
caution you not to place undue reliance on our forward-looking
statements, which speak only as of the date of this news release, and we
undertake no obligation to update this information.
Additional Information and Where to Find It
On May 11, 2012, the company filed a definitive proxy statement
with the Securities and Exchange Commission in connection with its 2012
annual meeting of shareholders.INVESTORS ARE URGED TO
READ THE DEFINITIVE PROXY STATEMENT, WHICH CONTAINS IMPORTANT
INFORMATION. You may obtain the definitive proxy statement as well as
other relevant documents, free of charge, at the website maintained by
the SEC at Copies of the proxy statement and other filings made by the company with
the SEC can also be obtained, free of charge, at .
