Two years after activist investor Carl Icahn won control of Oklahoma City’s SandRidge Energy allowing him a slate of 5 directors, the company’s board of directors is preparing for its annual shareholders meeting in June and urging the reelection of four of the five.
The meeting comes less than a month after SandRidge laid off 63 workers at its headquarters, a move that left a lot of empty offices in the downtown office tower.
At the same time, the board in a filing with the Securities and Exchange Commission indicated it intends to hold an in-person shareholders meeting in Oklahoma City.
In a proxy statement filing made this week with the Securities and Exchange Commission, the company stated,” We intend to hold the meeting in person. We continue to actively monitor the coronavirus (COVID-19) developments and the related recommendations and protocols issued by public health authorities and federal, state and local governments. The health and welfare/well-being of our various stockholders are paramount. Accordingly, we are preparing for the possibility of changing the means of holding the Annual Meeting (including solely by means of remote communication), if we determine that it is not possible or advisable to hold an in-person meeting.”
The meeting is set to begin at 9 a.m. on June 5 at the company’s headquarters at 123 Robert S. Kerr Avenue in downtown Oklahoma City.
The agenda includes election of four directors to the Board of Directors, the ratification of the selection of Deloitte as the company’s independent registered public accounting firm, and approval of the compensation paid to the company’s named executive officers.
“In response to COVID-19 and major disruptions in the industry, including two significant reductions in the Company’s workforce, the Company is working on developing a more comprehensive compensation plan in the near future. In addition, the Company is recalibrating its compensation structure by working toward eliminating all legacy employment agreements,” said the board’s Compensation Committee in the SEC filing.
The board urged the election of four Icahn members, Jonathan Christodoro, Jonathan Frates, John Lipinski and Randolph C. Read. A fifth Icahn member, Bob Alexander died unexpectedly earlier this year.
Four weeks ago, SandRidge came under new leadership when Carl Giesler,Jr. was named President and Chief Executive Officer at an annual base salary of $350,000 according to the SEC document.
The document indicated Giesler will also be eligible for a bonus equal 50% of the annual salary and received an award of 1,000,000 restricted stock units in the company.
SandRidge paid millions in the search for a new leadership caused when former President and CEO Paul McKinney left. He was awarded $1,559,000 in 2019 over his departure. William Griffin Jr. who was interim President and CEO in 2018 until McKinney’s selection as President left too and received compensation of $245,000. Phillip Warman, a former Executive Vice President and General Counsel who left the company in 2019 was paid more than $1 million in compensation last year.
John Suter, who was named interim President and CEO in December 2019 was terminated from the company effective July 2020 and will be eligible for severance benefits including a lump sum cash payment in an amount equal to 26 weeks of his base salary of $420,000.
Michael Johnson, a Senior Vice President and Chief AccountingOfficer was also terminated effective July 1, 2020.
Click here to view entire SEC filing.