UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated into this Item 1.01 by reference.
| Item 3.03 | Material Modification to the Right of Security Holders. |
On June 14, 2023, the Board of Directors (the “Board”) approved SandRidge Energy Inc.’s (the “Company or “SandRidge”) entry into an amendment (“Amendment No. 2”) to the Tax Benefits Preservation Plan dated as of July 1, 2020 (as amended, the “Tax Benefits Preservation Plan”) to extend the expiration time of the Tax Benefits Preservation Plan from July 1, 2023 to July 1, 2026.
The Company will submit Amendment No. 2 to the Company’s stockholders for approval at the 2024 Annual Meeting.
The summary of Amendment No. 2 is qualified in its entirety by reference to Amendment No. 2, a copy of which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company held its 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”) in Oklahoma City, Oklahoma on June 14, 2023. As of the record date of April 24, 2023, the Company had 36,901,534 shares of common stock outstanding. A total of 29,360,085 shares (79.56%) were present at the 2023 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, 2023 (the “2023 Proxy Statement”), were voted on at the 2023 Annual Meeting:
| (1) | Election of five directors to serve on the Company’s Board until the 2024 Annual Meeting of Stockholders; |
| (2) | Ratification of the selection of Grant Thornton LLP (“Grant Thornton”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023; |
| (3) | Non-binding advisory vote to approve the compensation paid the Company’s named executive officers during 2022; and |
| (4) | Non-binding advisory vote on whether a non-binding stockholder vote to approve the compensation of the Company’s named executive officers should occur every one, two, or three years. |
The Company’s stockholders approved proposals (1), (2) and (3) and recommended a non-binding advisory vote to approve the compensation of the Company’s named executive officers every one year.
Proposal 1 – Election of Directors
| Directors |
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||
| Jaffrey A. Firestone |
19,904,374 | 272,718 | 111,669 | 9,071,324 | ||||||||||||
| Jonathan Frates |
18,016,618 | 2,159,312 | 112,831 | 9,071,324 | ||||||||||||
| John Lipinski |
14,454,646 | 5,717,046 | 117,069 | 9,071,324 | ||||||||||||
| Randolph C. Read |
19,409,250 | 766,918 | 112,593 | 9,071,324 | ||||||||||||
| Nancy Dunlap |
19,882,441 | 298,759 | 107,561 | 9,071,324 | ||||||||||||
Proposal 2 – Ratification of Selection of Grant Thornton
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 28,565,823 | 65,422 | 728,840 | — |
Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 19,812,788 | 323,583 | 152,390 | 9,071,324 |
Proposal 4 – Advisory Vote on the Frequency of Stockholder Approval of Named Executive Officer Compensation
| 1-Year |
2-Years |
3-Years |
Abstentions | |||
| 19,063,494 | 17,027 | 1,080,669 | 127,571 |
| Item 9.01. | Financial Statements and Exhibits. |
d) Exhibits.
| Exhibit |
Description | |
| 4.1 | Second Amendment to Tax Benefits Preservation Plan, dated July 1, 2020, between SandRidge Energy, Inc. and American Stock Transfer & Trust Company, LLC as Rights Agent. | |
| 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 20, 2023 | By: | /s/ Salah Gamoudi | ||||
| Name: | Salah Gamoudi | |||||
| Title: | Executive Vice President, Chief Financial Officer and Chief Accounting Officer | |||||