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Chesapeake Energy Corp. is set to welcome some new faces to the board of directors. The company announced five new members have been appointed to its nine-member board.
After media reports of questionable practices within Chesapeake by CEO Aubrey McClendon, the company’s two largest shareholders – Southeastern Asset Management and Carl C. Icahn – demanded changes to the board, and that McClendon no longer serve as chairman. However, he remains CEO, president and a member of the board.
The board will bid farewell to Richard K. Davidson, Kathleen M. Eisbrenner, Frank Keating and Don Nickles, who have resigned, and Charles T. Maxwell who retired at the annual meeting June 8. Board member V. Burns Hargis submitted his resignation after failing to receive a majority of votes for his reelection at the June meeting. His role as chairman of the audit committee, however, and an ongoing review of financing arrangements between McClendon and the company will keep him in that position for the near future at the request of SAM and Icahn.
“Chesapeake has the assets and the opportunity to become the U.S.'s pre-eminent, low cost energy producer and to significantly grow its value per share,” SAM Chairman and CEO O. Mason Hawkins said in a prepared statement. “We believe this board will prudently guide, assist and complement management's efforts to capture its potential.”
Archie W. Dunham, 73, former chairman of ConocoPhillips and former CEO of Conoco, has been appointed by the board as Chesapeake’s new independent non-executive chairman. He has no previous ties with the company.
“I am honored to join the Chesapeake board in the new role of independent non-executive chairman, and I am excited about the exceptional opportunities ahead for this high-potential company,” Dunham said in a prepared statement. “Under Aubrey’s leadership, Chesapeake has built an extraordinary portfolio of natural gas and oil assets in creating one of the world’s leading energy companies. As I evaluated this opportunity, I was attracted by the clear mandate to provide strong oversight while working closely with the company’s exceptional management team, talented employees and reconstituted board in a situation where we have the opportunity to create substantial value for all shareholders in the years ahead.”
Four other independent directors were named, three proposed by SAM, and one by Icahn. SAM owns 13.9 percent of the company, and Icahn owns a 7.6-percent stake. The new directors proposed by SAM are Bob G. Alexander, 78, R. Brad Martin, 60, and Frederic M. Poses, 69. The new director proposed by Icahn is Vincent J. Intrieri, 55, who is senior managing director of Icahn Capital LP, the entity through which Icahn manages investment funds.
In addition to McClendon, Louis A. Simpson will remain on the board. Simpson was proposed by SAM in 2011. Merrill A. “Pete” Miller also will remain and become chairman of the Compensation Committee. Final assignments will be made by the reconstituted board, and it plans to take necessary actions to enable shareholders to elect the new board at the 2013 annual shareholders meeting.