SandRidge Steps up Proxy Fight with Icahn

Leaders of Oklahoma City’s SandRidge Energy have stepped up their fight with activist investor Carl Icahn over the election of the company’s board of directors.

The company announced this week it sent yet another notice to shareholders urging them to re-elect the five directors proposed by the company and not those preferred by Icahn.

“We recommend you vote on the WHITE proxy card to elect board nominees who are independent, demonstrably response to Shareholder concerns, experienced in our industry and committed to maximizing value for all shareholders,” urged the board. It asked shareholders to vote for existing directors: Sylvia K. Barnes, Kenneth H. Beer, Michael L. Bennett, William M. Griffin and David J. Kornder.

“We recommend you DO NOT vote on the GOLD proxy card to elect Icahn Capital Nominees who are dominated by Icahn Capital Employees, inherently biased towards a single outcome, largely inexperienced in our industry and intent on side-stepping the company’s ongoing strategic process,” urged the board.

SandRidge had earlier agreed to two nominations from Icahn and it continued to urge shareholders to approve John J. “Jack” Lipinski and Randolph C. Read as independent directors.

In the letter sent to shareholders, the existing directors said they believe two additional independent directors would benefit the company.

“The Board determined that increasing the size of the Board to seven would allow for additional independent directors to assist in the Board’s impartial review of strategic alternatives and add a fresh perspective,” stated the letter.

But the board made it clear that “turning the board control over to Icahn Capital is not in shareholders’ best interest.”

The letter said election of Icahn’s nominees would present inherent conflicts given Icahn Capital’s desire to acquire SandRidge.

“Combined with their lack of familiarity and experience with the upstream oil and gas sector, a process led by the Icahn Nominees would likely have a chilling effect on participation by potential counterparties to strategic alternatives.”

As SandRidge sent out the letter, it was also reported the company had just concluded the $10.75 million sale of its Parkside Building at 120 Robert S. Kerr in downtown Oklahoma City.

The 10-story structure was completed two years ago but has been empty since. The sale was made to a limited liability company named Winter Thorn.


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