8-K
EXPAND ENERGY Corp (EXE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934
Date of Report (Dateof earliest event reported): June18, 2024
Chesapeake
Energy Corporation
(Exact name of Registrant as specified in its Charter)
| Oklahoma | 1-13726 | 73-1395733 |
|---|---|---|
| (State<br> or other jurisdiction | (Commission File No.) | (IRS<br> Employer |
| of incorporation) | 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)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, par value $0.01 per share | CHK | The<br> Nasdaq Stock Market LLC |
| Class<br> A Warrants to purchase Common Stock | CHKEW | The<br> Nasdaq Stock Market LLC |
| Class<br> B Warrants to purchase Common Stock | CHKEZ | The<br> Nasdaq Stock Market LLC |
| Class<br> C Warrants to purchase Common Stock | CHKEL | The<br> Nasdaq Stock Market LLC |
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 ¨
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. ¨
Item 5.07 Submission of Matters to a Vote ofSecurity Holders.
On June 28, 2024, Chesapeake held a virtual special meeting of Chesapeake’s stockholders (the “Special Meeting”) in connection with a proposed merger (the “Merger”) with Southwestern Energy Company, a Delaware corporation (“Southwestern”), as disclosed in Chesapeake’s definitive proxy statement filed with the Securities and Exchange Commission on May 17, 2024. As of April 22, 2024, the record date for the Special Meeting, there were 131,048,463 shares of Chesapeake common stock issued and outstanding. The final voting results are disclosed below.
| 1. | Stock Issuance Proposal. Stockholders approved of the issuance of Chesapeake’s common<br>stock (the “Stock Issuance Proposal”) to the stockholders of Southwestern in connection with the Merger, with the affirmative<br>vote of a majority of votes cast, in person or by proxy. | ||
|---|---|---|---|
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| --- | --- | --- | --- |
| 115,678,563 | 201,938 | 27,371 | -0- |
The consummation of the transactions contemplated by the proposed Merger with Southwestern, including the Stock Issuance Proposal, remains subject to regulatory clearance and the satisfaction of other customary closing conditions set forth in the Merger Agreement, as disclosed in the definitive proxy statement.
| 2. | Non-Binding Advisory Vote to Approve Named Executive Officer Compensation. Stockholders<br>approved, in a non-binding advisory vote, the compensation that may be paid or become payable to Chesapeake’s named executive officers<br>in connection with the transactions contemplated by the Merger, with the affirmative vote of a majority of the votes cast, in person or<br>by proxy. | ||
|---|---|---|---|
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| --- | --- | --- | --- |
| 73,097,257 | 42,625,916 | 184,699 | -0- |
| 3. | Adjournment of the Special Meeting. Because there were sufficient votes approve the Stock<br>Issuance Proposal, as set forth above, the vote to adjourn the Special Meeting was not necessary. | ||
| --- | --- |
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/ Benjamin E. Russ |
| Benjamin E. Russ Executive Vice President – General Counsel and Corporate Secretary |
Date: June 18, 2024