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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 1, 2022 (May 31, 2022)
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| SANDRIDGE ENERGY, INC. | |
| (Exact name of registrant as specified in its charter) | |
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Delaware | 1-33784 | 20-8084793 |
(State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
|
| 1 E. Sheridan Ave, Suite 500 Oklahoma City, Oklahoma | 73104 |
| (Address of Principal Executive Offices)
| (Zip Code) |
Registrant’s Telephone Number, including Area Code: (405) 429-5500
Not Applicable.
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol | | Name of each exchange on which registered |
Common Stock, $0.001 par value | | SD | | New York Stock Exchange |
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 Instructions A.2. below):
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | 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 ☐
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 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 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”) in Oklahoma City, Oklahoma, on May 31, 2022. As of the record date of April 25, 2022, the Company had 36,726,056 shares of common stock outstanding. A total of 20,794,807 shares (57%) were present at the 2022 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, 2022 (the “2022 Proxy Statement”), were voted on at the 2022 Annual Meeting:
(1)Election of four directors to serve on the Company’s Board of Directors until the 2023 Annual Meeting of Stockholders; and,
(2)Non-binding advisory vote to approve the compensation of the Company’s named executive officers.
The Company’s stockholders approved proposals (1) and (2) listed above. The following tables provide the results of each voting proposal:
Proposal 1 – Election of Directors.
The Company’s stockholders voted to elect Jaffery A. Firestone, Jonathan Frates, John Lipinski, and Randolph C. Read as directors of the Company. The votes for each were as follows:
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Directors | | Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
Jaffery A. Firestone | | 19,225,069 | | 1,467,066 | | 102,672 | | — |
Jonathan Frates | | 16,818,993 | | 3,872,762 | | 103,052 | | — |
John Lipinski | | 16,332,271 | | 4,359,483 | | 103,053 | | — |
Randolph C. Read | | 17,703,301 | | 2,988,854 | | 102,652 | | — |
Proposal 2 – Advisory Vote to Approve Named Executive Officer Compensation.
The Company’s stockholders approved, on a non-binding advisory basis, the overall compensation of the Company’s named executive officers. The results of the vote on the proposal were as follows:
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Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
20,331,621 | | 337,948 | | 125,238 | | — |
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 thereunto duly authorized.
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| | | | SANDRIDGE ENERGY, INC. |
| | | | (Registrant) |
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Date: June 1, 2022 | | | | By: | | /s/ Salah Gamoudi |
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| | | | | | Salah Gamoudi |
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Executive Vice President, Chief Financial Officer and Chief Accounting Officer |