Chesapeake Energy Corp.’s share price had fallen more than 4% in afternoon trading Tuesday following news a day earlier to revamp corporate governance and rein in spending and compensation. Among other things, CEO Aubrey McClendon won’t receive a bonus for 2012 and some of his perquisites have been cut.
The Oklahoma City-based producer’s share price on Tuesday fell more than 4% to $16.90, down 72 cents from Monday.
In a Securities and Exchange Form 8-K filing late Monday, the board disclosed that it would not give McClendon a bonus for last year, a decision that it said was recommended by him. The board also cut in half McClendon’s expense limits for using company aircraft. He formerly was allowed to use the aircraft with up to $500,000 paid for by the company; that amount has been reduced to $250,000. In addition, deep cuts were made to top executives’ incentive compensation and perquisites.
The board is working on “a compensation philosophy that emphasizes pay for performance and targets peer median compensation levels” and is developing “annual and long-term incentive executive compensation programs for 2013 that appropriately tie pay to performance.” In addition, it wants to approve new executive employment agreements with “substantial changes from the company’s previous executive employment agreements,” including eliminating “‘single-trigger’ change-of-control cash payments,” the filing said.
“The newly constituted board is undertaking a comprehensive review of the company’s general corporate governance practices and executive compensation as part of an ongoing commitment to strengthen its oversight function.”
Last year proved especially difficult for Chesapeake, which was co-founded by McClendon in 1989. Following scrutiny of McClendon’s corporate and personal financial dealings, shareholders called for new governance to be implemented. The company was further strained by continuing low natural gas prices, which led to more pressure on its finances. More than $11 billion of the company’s assets were sold last year and more are on the table for this year.
The board last spring wrested control of the company from McClendon and stripped him of his chairmanship (see Shale Daily, May 2, 2012). A month later, following “extensive discussions” with two of its largest shareholders, four board members were ousted (see Shale Daily, June 5, 2012). Former ConocoPhillips Chairman Archie Dunham within weeks took the helm (see Shale Daily, June 22, 2012).
Another shareholder proposal, approved at the annual meeting in June, will be pursued by the board to eliminate staggered, or classified, elections, the filing indicated. Classified elections allow board members to be divided into classes with staggered elections so that only one-third every year faces shareholders for re-election. Chesapeake previously had lobbied — and helped to write — the 2010 Oklahoma statute, but it now plans to seek relief from the rule (see Shale Daily, June 11, 2012).
Shareholders this year also will have an opportunity to review a binding measure to allow investors owning at least 3% of company stock for at least three years to nominate up to 25% of the board. The measure was backed by a majority of voters last year as a nonbinding measure by New York public employee pension funds managed by New York City Comptroller John C. Liu (see Shale Daily, May 21, 2012).
“This is a landmark corporate-governance reform that gives shareowners a much stronger voice at the table,” Liu said. His office represents funds that own close to 1.6 million Chesapeake shares.
Changes to be proposed at this year’s annual meeting also include eliminating supermajority voting requirements from corporate bylaws and publishing “certain” political contributions, the board said in the filing.
“If action is not taken by the legislature sufficiently in advance of the 2013 annual meeting, the board will take the steps necessary to ensure that shareholders are allowed to elect the company’s entire board of directors at the 2013 annual meeting,” the filing said. “In the event the Oklahoma legislature declines to grant relief from the classified board statute, the board intends to take the steps necessary to allow the company to re-incorporate in Delaware.”
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