What’s the latest in the SandRidge Energy fight with activist investor Carl Icahn? The Oklahoma City-based company announced Wednesday that Institutional Shareholder Services Inc., an independent proxy advisory firm is recommending that SandRidge shareholders vote “for” the slate of officers recommended by the company and not those preferred by Icahn.
The White SandRidge Universal proxy card includes four of SandRidge’s current board members and ISS says they should be elected at the company’s annual meeting June 19.
“The ISS recommendation recognizes our Board’s responsiveness, and the clear steps we have taken to serve the best interests of all independent SandRidge shareholders,” said the company in a statement. “The recommendation clearly underscores the Board’s belief that turning over control of the entire SandRidge Board to Carl Icahn employees and nominees would end the current impartial review process, drive away competition and position Icahn to consolidate control of SandRidge as cheaply as possible.”
SandRidge pointed out that ISS highlight Icahn’s lack of plan and the potential disruption caused by the election of his nominees….”by failing to provide shareholders with a detailed disclosure of its go-forward plan, (Icahn) is asking shareholders to simply trust that, if granted a majority, it will do the right thing.”
ISS said regardless of any such assurances “That level of trust would be easier to gain were it not for the fact that the dissident is actively participating in a process to potentially acquire the company.”
The proxy advisory firm not only recommended the election of the four SandRidge director nominees but urged shareholders to vote against two nominated by Icahn.
“While we are pleased that ISS has recommended against two current Icahn employees, we strongly disagree with ISS’s recommendation that a recent former employee, Jonathan Christodoro, can serve as an impartial and independent board member,” stated the company. “The election of current or recent Icahn employees to the Board would present a clear conflict of interest and impact the Board’s ability to run a fair, unbiased process that may result in selling the company to Icahn.”
SandRidge pointed out that another independent proxy advisory firm, Glass, Lewis and Co. agrees with its belief, stating Glass Lewis issued a recent report highlighting the direct conflict that would result from appointing current or former Icahn employees to the board.
