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 19, 2017
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 19, 2017, at the 2016 Annual Meeting of Shareholders (the “Annual Meeting”) of Chesapeake Energy Corporation (the “Company”), shareholders of the Company approved an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock of the Company to 2,000,000,000 (the “Amendment”). The Company filed the Amendment on May 19, 2017 with the Secretary of State of the State of Oklahoma. The Amendment became effective upon filing. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K.


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 7, 2017). 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
 
426,300,172
 
8,275,917
 
4,805,911
 
264,503,477
Luke R. Corbett
 
413,038,189
 
21,600,693
 
4,743,118
 
264,503,477
Archie W. Dunham
 
421,781,161
 
13,516,231
 
4,084,608
 
264,503,477
Robert D. ("Doug") Lawler
 
426,520,620
 
8,694,416
 
4,166,964
 
264,503,477
R. Brad Martin
 
421,529,489
 
13,227,761
 
4,624,750
 
264,503,477
Merrill A. ("Pete") Miller
 
398,432,892
 
36,269,902
 
4,679,206
 
264,503,477
Thomas L. Ryan
 
403,602,156
 
31,022,123
 
4,757,721
 
264,503,477


2.
Amendment to the Certificate of Incorporation to Increase Authorized Common Stock. Shareholders approved the amendment to the Company’s Certificate of Incorporation to increase the authorized common stock of the Company, with the affirmative vote of the holders of a majority of the outstanding shares of common stock entitled to vote, voting in person or by proxy.
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
613,799,192
 
75,009,287
 
15,076,998
 
0


3.
Advisory Vote to Approve Named Executive Officer Compensation. Shareholders approved the advisory resolution to approve 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
247,005,612
 
187,404,551
 
4,971,837
 
264,503,477






4.
Advisory Vote on Frequency of Advisory Votes on Named Executive Officer Compensation. Shareholders approved the advisory proposal to hold advisory votes on named executive officer compensation every year, with “One Year” having received the affirmative vote of a plurality of the votes cast, in person or by proxy.
One Year
 
Two Years
 
Three Years
 
Abstentions
 
Broker Non-Votes
425,890,198
 
3,550,463
 
4,881,849
 
5,059,490
 
264,503,477

In accordance with the results of this advisory vote, the Company has determined that it will hold an advisory vote to approve executive officer compensation every year, until the next required advisory vote on the frequency of future advisory votes to approve executive officer compensation.


5.
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
674,212,216
 
22,794,638
 
6,878,623
 
0


Item 9.01 Financial Statements and Exhibits.

 
(d)
Chesapeake Energy Corporation Amendment to Certificate of Incorporation, dated May 19, 2017





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 19, 2017




EXHIBIT INDEX

Exhibit No.
 
Document Description
 
 
 
 
 
 
Chesapeake Energy Corporation Amendment to Certificate of Incorporation, dated May 19, 2017