SandRidge Energy Makes Offer to End Conflict with Carl Icahn

Oklahoma City-based SandRidge Energy on Monday took a step toward appeasing activist investor Carl Icahn, but not totally caving in to his demands for replacement of the entire board of directors.

Instead, the company announced it will  expand the board to seven members. And it endorsed two of the directors nominated by Icahn who had made demands of SandRidge over the past several months. But it also advised shareholders to re-elect all five of the current directors.

The two Icahn-supported directors the board endorsed are Randolph C. Read and John J. “Jack” Lipinski.

“The changes announced today reflect SandRidge’s ongoing commitment to good governance and ensuring the board consists of highly qualified individuals, focused on the best interest of all shareholders,” Sandridge Chairman Michael L. Bennett said in a statement Monday. “We recognize the benefit of independent shareholder representation on the board and fully support shareholders’ ability to elect those candidates they believe will best represent their interests.”

It was in mid-April when Icahn nominated five directors to replace the current board. The move by SandRidge this week was explained as part of a settlement proposal that was refused by Icahn.

“We continue to believe that turning control of the board fully over to the slate of directors proposed by Icahn Capital, including its nonindependent employees, presents numerous potential conflicts, and would be detrimental to the board’s ongoing formal evaluation of strategic alternatives,” Bennett said in Monday’s statement. “Expanding the board and enabling shareholders to elect the directors they desire ensures the board will continue to act in shareholders’ best interest.”

SandRidge has yet to announce a date for its annual shareholders meeting. But its directors plan to use a proxy card.