8-K - SD - Equibles

UNITED STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

DC 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

of

the Securities Exchange Act of 1934

Dateof report (Date of earliest event reported): June 11, 2025

SANDRIDGE ENERGY, INC.

(ExactName of Registrant as Specified in Charter)

Delaware	1-33784	20-8084793
(State or Other Jurisdiction of Incorporation or Organization)	(Commission<br><br> <br>File Number)	(I.R.S. Employer<br><br> <br>Identification No.)

1 E. Sheridan Ave., Suite 500

Oklahoma City, OK 73104

(Address of Principal Executive Offices)

(405) 429-5500

Registrant’s

Telephone Number, Including Area Code

Not

Applicable.

(Formername or former address, if changed since last report)

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<br>communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
---	---
☐	Pre-commencement<br>communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
---	---
☐	Pre-commencement<br>communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
---	---

Securitiesregistered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Nameof each exchange on which registered
Common Stock, $0.001 par value	SD	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 of Security Holders.

SandRidge Energy, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) in Oklahoma City, Oklahoma on June 11, 2025. As of the record date of April 14, 2025, the Company had 36,687,591 shares of common stock outstanding. A total of 30,953,633 shares (84.37%) were present at the 2025 Annual Meeting by proxy or in person.

The following matters, detailed descriptions of which are contained in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2025 (the “2025 Proxy Statement”), were voted on at the 2025 Annual Meeting:

(1)	Election<br>of five directors to serve on the Company’s Board of Directors (the “Board”) until the 2026 Annual Meeting of Stockholders;
(2)	Ratification<br>of the selection of Grant Thornton LLP (“Grant Thornton”) as the Company’s independent registered public accounting<br>firm for the fiscal year ending December 31, 2025; and
---	---
(3)	Non-binding<br>advisory vote to approve the compensation paid to the Company’s named executive officers during 2024.
---	---

The Company’s stockholders approved proposals (1), (2), and (3).

Proposal1 - Election of Directors

Directors
Nancy Dunlap	21,325,424	3,666,099	51,187	5,910,923
Jaffrey A. Firestone	24,727,193	269,060	46,457	5,910,923
Vincent Intrieri	24,528,629	473,220	40,861	5,910,923
Grayson Pranin	24,915,983	86,471	40,256	5,910,923
Randolph C. Read	22,011,195	2,985,590	45,925	5,910,923

Proposal2 - Ratification of Selection of Grant Thornton

Votes For	Votes Against	Abstentions	Broker Non-Votes
30,721,838	178,584	53,211	0

Proposal3 - Advisory Vote to Approve Named Executive Officer Compensation

Votes For	Votes Against	Abstentions	Broker Non-Votes
22,574,286	1,364,932	1,103,492	5,910,923

Item 9.01. Financial Statements and Exhibits.

d) Exhibits.

Exhibit No.	Description
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	SandRidge Energy, Inc.
Dated: June 16, 2025	By:	/s/<br> Jonathan Frates
	Name:	Jonathan Frates
	Title:	Executive Vice President<br> and Chief Financial Officer