Notice of 2018 Annual Meeting of Shareholders & Proxy Statement MA Y 18, 201 8 // OKLAHOMA CITY, OK

FOCUSED

DISCIPLINED

DRIVEN

NOTICEGuide to Chesapeake’s Proxy INDEX OF 2016FREQUENTLY REQUESTED INFORMATION ONLINE PROXY STATEMENT https://iiwisdom.com/CHK-2018 www.chk.com/investors/annual-meeting ONLINE ANNUAL MEETING OF

SHAREHOLDERS ANDREPORT www.chk.com/investors/annual-report (first sent or made available on April 6, 2018) 76 Auditor Fees 74 Auditor Tenure 32 Board Leadership 35 Board Meeting Attendance 70 CEO Pay Ratio 43 CEO Realizable Pay 57 Clawback Policy 46 Compensation Consultants 22 Director Biographies 27 Director Independence 25 Director Qualifications 25 Director Retirement Policy 57 Hedging Policy 39 Investor Outreach 50 Long-Term Incentive Program 49 Pay for Performance 54 Peer Group 57 Pledging Policy 37 Political Spending and Lobbying Oversight 85 Proxy Access 29 Related Person Transactions 38 Risk Oversight 69 Severance Benefits 73 Share Ownership for Executives and Directors 56 Share Ownership Requirements 85 Shareholder Proposal Deadlines for 2019 1 PROXY STATEMENT

CHESAPEAKE ENERGY CORPORATION

LETTER TO SHAREHOLDERS

Dear Fellow Shareholders:

In 2013, Chesapeake Energy began a transformation processOVERVIEW 1 2 4 8 15 17 Letter to become a top-performing E&P company through our strategiesShareholders Notice of financial discipline2018 Annual Meeting of Shareholders Governance Overview Compensation Overview Audit Overview Voting and profitable and efficient growth. We have made significant progress operationally, financially and culturally - building a company based on value and competitive performance, despiteMeeting Information 22 GOVERNANCE 22 25 30 32 38 39 PROPOSAL 1: Election of Directors Board Composition Tone at the challenging commodity price environment.

While 2015 presented extremely difficult challenges for the entire energy industry, Chesapeake’s portfolio of diverse, high-quality unconventional assets and talented employees provided - and continues to provide - strength, stability and optionality to successfully combat the depressed commodity price environment. We remain dedicated and focused on improving the financial and long-term strength of the company through creative and innovative efficiencies, lowering costs and reducing debt.

In 2015, our improved capital efficiency enabled us to reduce our capital program, yet still increase production year over year by 8% (adjusted for asset sales). We invested approximately $3.6 billion - a reduction of 46% in our capital expenditures compared to 2014. We also generated significant savings in our controllable cash costs. We reduced general and administrative costs by 27%, or $87 million, and reduced production costs by 13%, or $162 million. In addition, we renegotiated gathering agreements in the Haynesville and Utica shales that significantly improved our per-unit gathering rates, drilling economics and operational efficiency. We expect to secure further improvements in our midstream gathering and transportation costs in 2016. We have already successfully renegotiated certain midstream agreements in the first quarter that will enhance our annualized EBITDA by approximately $50 million through lower transportation volume commitments and lower fees on pipelines in the Haynesville, Barnett and Eagle Ford shales.

We made significant progress towards debt reduction by reducing our total principal debt balances from approximately $11.8 billion at year-end 2014 to approximately $9.5 billion as of February 2016. We privately exchanged certain existing senior unsecured notes for new 8.00% senior second lien secured notes, reducing our debt by approximately $1.5 billion. We also took advantage of the significant discounts in debt security pricing and repurchased a portion of our debt in the open market. Since September 2015, we have exchanged or repurchased approximately $600 million of debt maturing in 2017. In aggregate, we have reduced our annual interest payments by approximately $34 million. We are continuing these efforts in 2016.

While we are pleased with our progress over the last few years, theTop — Our Core Values Our Board of Directors How We Oversee and management team recognize that much work remains ahead. In 2016, we are focusing on: maximizing liquidity through reducing our capital budget; optimizing our portfolio through divestituresManage Enterprise Risk Investor Outreach 40 EXECUTIVE COMPENSATION 40 41 42 43 44 45 46 47 47 50 52 53 54 56 59 59 71 72 PROPOSAL 2: Advisory Vote to Approve Named Executive Officer Compensation Compensation Discussion and Analysis Shareholder Outreach Pay-for-Performance Compensation Philosophy Our Strategic Transformation and Priorities Process for Determining Executive Compensation Independent Compensation Consultant Chief Executive Officer and Management Role in Executive Compensation Process Primary Executive Compensation Elements for 2017 2017 Long-Term Incentive Program Certification of assets; increasing our EBITDA by continuing2015 – 2017 Performance Share Units Other Compensation Changes for 2018 Executive Compensation Other Executive Compensation Matters Compensation Committee Report Executive Compensation Tables 2017 Director Compensation Beneficial Ownership 74 AUDIT 74 76 77 PROPOSAL 3: Ratification of PwC as Independent Registered Public Accounting Firm for 2018 Independent Auditor Information Audit Committee Report 78 SHAREHOLDER MATTERS 78 81 85 PROPOSAL 4: Shareholder Proposal Relating to improve our gatheringLobbying Activities and transportation agreements and reducing our production and G&A expenses; and continuingExpenditures Report PROPOSAL 5: Shareholder Proposal Relating to reduce our debt, focusing primarily on our 2017 and 2018 maturities. To further improve our near-term liquidity, we closed or signed approximately $700 million in asset divestitures2 Degrees Celsius Scenario Assessment Report Submitting Shareholder Proposals for 2019 Annual Meeting 86 86 Forward-Looking Statements EXHIBIT A

This overview highlights information contained elsewhere in the first quarter of 2016proxy statement and we intend to pursue additional, non-core divestitures in the range of $500 million to $1 billion by the enddoes not contain all of the year.

On behalf of the Board of Directors andinformation that you should consider. You should read the entire management team, we would likeproxy statement carefully before voting. Proxy Overview Letter to thank you for your trust and investment as we continueShareholders 2017 was a year of continued progress in the transformation of Chesapeake Energy intoEnergy. Since assuming responsibilities for the management of Chesapeake in 2013, our leadership team has executed significant financial, operational and cultural improve-ments at the company. Total leverage has declined by approx-imately 50%, cash costs have been significantly reduced and capital efficiency is permitting the company to generate stable levels of production with significantly less investment. These actions, combined with divestitures of non-core assets, have positioned the company to achieve its goal of generating posi-tive cash flow in 2018. Doug Lawler and Brad Martin During the year, overall production grew by 3%, and our oil production grew by approximately 2% year over year, adjusted for asset sales. This occurred with approximately $500 million, or $0.58 per boe, being eliminated from our cost struc-ture. Over the past three years, midstream transportation commitments have been reduced by nearly $7 billion, and, as a top-performing E&P company. We remain committedresult, have changed the economic value of a number of our major assets. Chesapeake’s commitment to operating responsibly and focused on creating long-term shareholder value, while demonstrating leadershipsafely was reflected again in 2017, showing significant improvement in our safety and environmental stewardshipmetrics and resulting in all aspectsthe best achievement levels in the company’s history. The accomplishments over the past five years have occurred because of the pas-sionate commitment of our business.

employees and their relentless drive to execute the business strategies of Chesapeake Energy, and to do so with a complete commit-ment to our core values. The foundation has been built to create significant value in the future. We appreciate your investment in Chesapeake Energy. R. Brad Martin

Robert D. Lawler

R. Brad Martin

Chairman of the Board

Robert D. Lawler

President, Chief Executive Officer and Director PROXY OVERVIEW 1 2017 PERFORMANCE HIGHLIGHTS ~ 50% Reduction in total leverage since 2012 $510 million Savings in midstream, lease operating and G&A expenses 87% Improvement in Total Recordable Incident Rate over 2016

Notice of 20162018 Annual Meeting of Shareholders

Friday, May 20, 2016

10:00 A.M. CENTRAL TIME 6100 NORTH WESTERN AVENUE

CHESAPEAKE ENERGY CORPORATION OKLAHOMA CITY, OKLAHOMA 73118

Dear Shareholders,

You are invited to attend Chesapeake Energy Corporation’s 20162018 Annual Meeting of Shareholders forShareholders. This page contains important information about the following purposes:

1 To elect the director nomineesmeeting, including how you can make sure your views are represented by voting today. Sincerely, James R. Webb Executive Vice President – General Counsel and Corporate Secretary LOGISTICS Date: AGENDA Friday, May 18, 2018 PROPOSAL 1: Elect eight directors named in the proxy statement;

2 To approve an amendmentfor the coming year (read more on page 22). Your Board recommends a vote FOR each director nominee. Time:10:00 a.m. Central Time Webcast:www.chk.com/investors Location:Chesapeake Headquarters 6100 North Western Avenue Oklahoma City, OK 73118 Vote required: majority of votes cast (pursuant to our Restated Certificatemajority-vote policy). Attending in Person: You must be a shareholder of Incorporation to increaseChesapeake as of the number of authorized shares of common stock;

3 To approve an amendment to our 2014 Long Term Incentive Plan;

4 To approve on an advisory basis our named executive officer compensation;

5 To ratifyrecord date and you must bring your admission ticket and photo ID. Follow the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2016; and

6 To consider two shareholder proposals, if properly presented at the meeting.

Shareholders will also transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

If you plan to attend the meeting, you will need to obtain an admission ticket. Please follow the advance registration instructions under the caption “How can I attend the Annual Meeting? Do I need a ticket?” on Page 4. To enterpage 20. PROPOSAL 2: Approve our named executives’ compensation in advisory vote (read more on page 40). Your Board recommends a vote FOR Proposal 2. VOTING Q&A Vote required: plurality of votes cast. Who can vote? Shareholders of record as of the close of business on the record date, March 19, 2018 How many shares are entitled to vote? 911,878,129 shares of common PROPOSAL 3: Ratify the appointment of Pricewater-houseCoopers LLP (PwC) as independent auditor for 2018 (read more on page 74). Your Board recommends a vote FOR Proposal 3. How many votes do I get? One vote for each director and one vote on each proposal for each share you hold as of March 19, 2018 How can I vote? You can submit your vote in any of the following ways: Vote required: plurality of votes cast. INTERNET VIA COMPUTER: Via the Internet at www.proxyvote. com. You will need the 16-digit number included in your notice, proxy card or voter instruction form. PROPOSALS 4 AND 5: Two shareholder proposals if properly presented at the meeting (read more beginning on page 78). Your Board recommends a vote AGAINST Proposals 4 and 5. INTERNET VIA TABLET OR SMARTPHONE: By scanning the QR code. You will need the 16-digit number included in your notice, proxy card or voter instruction form. TELEPHONE: Call toll-free (800) 690-6903 or the telephone number on your voter instruction form. You will need the 16-digit number included in your notice, proxy card or voter instruction form. Vote required: plurality of votes cast. Other Business: Shareholders will also transact any other business that properly comes before the meeting. Abstentions and Broker Non-Votes: For Proposal 3, abstentions will not be counted as a vote for or against and no broker non-votes are expected. For all other proposals, abstentions and broker non-votes will not be counted as a vote for or against. MAIL: If you must presentreceived a paper copy of your proxy materials, send your completed and signed proxy card or voter instruction form using the ticket along with photo identification.

enclosed postage-paid envelope. IN PERSON: By requesting a ballot when you arrive and following all of the instructions under the caption “How can I attend the Annual Meeting? Do I need a ticket?” on page 20. If you are unablea beneficial holder of shares held in street name, you must also obtain a proxy from your financial institution and bring it with you to attend the meeting, please view the live webcast from our website at www.chk.com/investors.

By Order of the Board of Directors,

James R. Webb

Executive Vice President – General Counsel and Corporate Secretary

April 8, 2016

Oklahoma City, Oklahoma

NOTICE OF ANNUAL MEETING i

Road Maphand in with your ballot. Roadmap of Voting ItemsItems: See “Roadmap of Voting Items” for more detailed information regarding each proposal. 2 CHESAPEAKE ENERGY CORPORATION

Roadmap of Voting Items BOARD RECOMMENDATION VOTING ITEM BOARD RECOMMENDATION

ITEMROADMAP OF VOTING ITEMS 3 PROPOSAL 1. Election of Directors (Page 11)

(page 22) We are asking shareholders to vote on each director nominee to the Board of Directors (“Board”) named in the proxy statement. The Board and Nominating, Governance and Social Responsibility Committee believe that the director nominees have the qualifications,qualifica-tions, experience and skills necessary to represent shareholder interests through service on the Board. FOR

ITEM PROPOSAL 2. Approval of Amendment to the Restated Certificate of Incorporation to Increase Authorized Common Stock (Page 21)

We are asking shareholders to approve an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 1,000,000,000 to 1,500,000,000 shares. The Board believes that the proposed increase in authorized common stock is desirable to provide additional flexibility for potential business and financial transactions, as well as to have sufficient shares available to provide appropriate equity incentives for our executives, directors, employees and consultants. FOR

ITEM 3. Approval of Amendment to the 2014 Long Term Incentive Plan (Page 23)

We are asking shareholders to approve an amendment to the 2014 Long Term Incentive Plan, which the Board has adopted subject to shareholder approval, to enable the Company to continue making equity awards to executives, directors, employees and consultants. The proposed amendment would increase the number of shares of common stock issuable under the plan by 35,000,000 shares. The plan is an important part of our pay-for-performance philosophy as it allows the Company to award compensation that is tied to performance and aligned with the interests of its shareholders. The plan demonstrates a commitment to compensation best practices through the use of a “fungible” share reserve with no liberal share recycling provisions and no “single-trigger” equity acceleration upon a change in control. FOR

ITEM 4. Advisory Vote to Approve Named Executive Officer Compensation (Page 55)

The Company has(Say on Pay) (page 40) We have designed itsour executive compensation program to attract and retain high-performing executives and align executive pay with Company performance and the long-term interests of its shareholders. The Company seeksWe are seeking a nonbindingnon-binding advisory vote from itsour shareholders to approve the compensation of itsour named executive officers (NEOs) as described in this proxy statement. The Board values shareholders’ opinions, and the Compensation Committee will take into account the outcome of the advisory vote when considering future executive compensation decisions. FOR

ITEM 5. PROPOSAL 3. Ratification of Appointment of Independent Registered Public Accounting Firm (Page 57)

(page 74) The Audit Committee has appointed PricewaterhouseCoopers LLPPwC to serve as the Company’s independent registeredreg-istered public accounting firm for the fiscal year ending December 31, 2016.2018. The Audit Committee and the Board believe that the continued retention of PricewaterhouseCoopersPwC to serve as the independentinde-pendent auditor is in the best interests of the Company and its shareholders. As a matter of good corporate governance, shareholders are being asked to ratify the Audit Committee’s appointment of PricewaterhouseCoopers.PwC. FOR

ITEMS 6 – 7. PROPOSALS 4 AND 5. Shareholder Proposals (Pages 58(beginning on page 78) Two shareholder proposals, if properly presented at the meeting. AGAINST

Overview Your Board recommends a vote FOR approval of Proposal 1. Committee Memberships Director Since Name Age Primary Occupation and Other Public Company Boards AC CC FC NG Former Chairman and Chief Executive Officer, Saks Incorporated Martin 57 2016 Corbett Boards: Lead Director, OGE Energy Corp. 79 2012 Former Executive Chairman, ConocoPhillips Executive Vice President, Supply Chain Strategy and Transformation, Keating† (New) 57 2017 51 2013 President and Chief Executive Officer, Chesapeake Energy Corporation Miller Boards: Chairman, Ranger Energy Services, Inc. and Transocean Ltd. Ryan Boards: Service Corporation International and Weingarten Realty Investors 4 CHESAPEAKE ENERGY CORPORATION Audit Committee Financial Experts 2 of the 4 Audit Committee members qualify Independence Other than our CEO, all directors are independent Chairman, Chesapeake Energy Corporation Brad662012Chairman, RBM Venture Company Boards: FedEx Corporation C C GloriaCorporate Vice President of Operations and Service Support, BoylandFedEx Corporation LukeFormer Chairman and Chief Executive Officer, Kerr-McGee Corporation 712016 F Archie Dunham Leslie Starr Advance Auto Parts, Inc. Doug Lawler Pete Former Executive Chairman, NOW Inc. 672007 C Tom President, CEO and Chairman of Service Corporation International 522013 C/F AC – 61) AGAINST

HowAudit Committee CC – Compensation Committee FC – Finance Committee NG – Nominating, Governance and Social Responsibility Committee † – Ms. Keating is a new director, appointed to Vote

the Board in September 2017 C – Chair F – Audit Committee Financial Expert PROPOSAL 1: Election of Directors Your vote is important. You are eligible to vote if you were a shareholderneeded on Proposal 1: Election of record at the close of business on March 21, 2016. Even if you plan to attend our Annual Meetingeight nominees named in person, please read thisthe proxy statement with care and vote right away using any offor the following methods. In all cases, have your proxy card or voting instruction form in hand and follow the instructions.coming year

INTERNET VIA COMPUTER INTERNET VIA TABLET OR SMARTPHONE TELEPHONE MAIL IN PERSON

Visit www.proxyvote.com. You will need the 16-digit number included in your notice, proxy card or voter instruction form. Scan the QR code. You will need the 16-digit number included in your notice, proxy card or voter instruction form (may require free software). Dial toll-free (800) 690-6903 or the telephone number on your voter instruction form. You will need the 16-digit number included in your notice, proxy card or voter instruction form. If you received a paper copy of your proxy materials, send your completed and signed proxy card or voter instruction form using the enclosed postage-paid envelope. Request a ballot when you arrive and follow all of the instructions below under the caption, “How can I attend the Annual Meeting? Do I need a ticket?” on Page 4.

ii CHESAPEAKE ENERGY CORPORATION

GOVERNANCE HIGHLIGHTS

Chesapeake Board and Committee Members

R. Brad Martin Chairman of the Board

Archie W. Dunham Chairman Emeritus

Vincent J. Intrieri

Robert D. Lawler

John J. “Jack” Lipinski

Merrill A. “Pete” Miller, Jr.

Frederic M. Poses*

Kimberly K. Querrey

Thomas L. Ryan

Independent

Audit

Committee

Compensation

Committee

Finance

Committee

Nominating

Committee

indicates committee chair * Mr. Poses will retire on May 20, 2016, the date of the Annual Meeting.

TENURE

> 5 years

1

1 – 5 years 8

2015 MEETING ATTENDANCE PERCENTAGE

BOARD 99%

AUDIT 100%

COMPENSATION 100%

FINANCE 97%

NOMINATING 100%

0 5 10 15 20

# of meetings

GOVERNANCE HIGHLIGHTS iii

GOVERNANCE HIGHLIGHTS

BoardComposition Director Balance and Diversity

of Experience Chesapeake Policy: Build a diverse Board representing a range of backgrounds The Board seeks a mix of directors with the qualities that will achieve the ultimate goal of a well-rounded, diverse Board that thinks critically yet functions effectively by reachingmaking informed decisions. The charter of the Nominating, Governance and Social Responsibility Committee’s charterCommittee (the “Nominating Committee”) was recently amended to ensure that diverse candidates are included in all director searches, taking into account race,ethnicity, gender, age, culture,cultural background, thought leadership and geography.professional experience. The Nominating Committee and the Board believe that a boardroom with a wide array of talents and perspectives leads to innovation, critical thinking and enhanced discussion. Additionally,The table below summarizes the Committee expectsqualifications that led to each director’s selection. DIRECTOR QUALIFICATIONS Martin Boyland Corbett Dunham Keating Lawler Miller Ryan DIVERSITY OF BACKGROUND 100 % 75% 50% 100 % 38% 25% 75% 25% 100 % Financial Oversight & Accounting 6 Operational Management 8 Current &/or Former CEOs 6 Exploration & Production 4 Government/ Legal 2 Risk Management 8 International Engineering Geoscience 8 3 2 AGE DIVERSITY BOARD REFRESHMENT TENURE (as of 2018 Annual Meeting) (two years since 2016 Annual Meeting) + 62 50% 80 38% 88% 88% 4.5 JOINED THE BOARD Boyland Corbett Keating Average age 2 years or less Younger than 60 5 years or less 10 years or less Chesapeake Policy: retirement age – Average tenure (years) RETIRED FROM THE BOARD Intrieri Lipinski Querrey GOVERNANCE OVERVIEW 5 Operational/Management Leadership Current and/or Former Public Company CEO Exploration and Production Industry International Engineering Geoscience Financial Oversight and Accounting Government/Legal Risk Management

Active and Engaged Board Accountability to Investors BOARD/COMMITTEE ATTENDANCE BBOOAARRDD 95% Each director nominee attended at least 84% of the Company’s directors to have proven leadership, sound judgment, integrity and a commitment to the successmeetings of the Company. In April 2015,Board and committees on which he or she served in 2017. 90% AAUUDDITIT > 95% CCOOMMPPEENNSSAATTIOIONN 100% 100% NNOOMMININAATTININGG 0 2 4 6 8 10 12 Number of meetings in 2017 OOvveerarallllaatttetennddaannccee Individual attendance BOARD ACCOUNTABILITY TO INVESTORS Annual director elections with majority voting standard + + Quarterly Board review of investor views and feedback + Periodic independent director meetings with investors Proxy access at 3%, 3 years, 25% of Board INDEPENDENT BOARD LEADERSHIP Review of committee charters and assessment of Board 6 CHESAPEAKE ENERGY CORPORATION Annual leadership structure 4x+/year Visits to Chesapeake business by each director 28 Board and Committee meetings in 2017 (100% of committee members are independent) 4x+/year Executive sessions at beginning and end of each quarterly Board meeting and periodically at other meetings Best Practice Governance Initiatives Since January 2012 • Elected independent, non-executive • Established stock ownership director as Chairman of the Board, demonstrated its commitment to diversity by appointing Kimberly Querrey as a director. The charts below illustrate the Board’s tenure, experienceguidelines for non-employee separating Chairman and qualifications.

EXPERIENCE

Public Company CEO

Energy Company Executive/Director

Corporate Governance

Government Public Policy

International

QUALIFICATIONS

Business Leadership

Financial Expertise

Risk Management

Technology

* Mr. Poses will retire on May 20, 2016, the date of the Annual Meeting.

Archie W. Dunham Vincent J. Intrieri Robert D. Lawler John J. “Jack” Lipinski R. Brad Martin Merrill A. “Pete” Miller, Jr.

Frederic M. Poses* Kimberly K. Querrey Thomas L. Ryan

Corporate Governance Snapshot

ADOPTION OF BEST PRACTICES

» roles directors • All directors other than CEO are• Declassified Board declassification;– annual independent election of alleach director • Recruited seven new directors,

» • Majority voting in director elections

» Proxyelection of including two in 2016 and one in 2017directors • Implemented proxy access

» Simple majority voting rights; no at 3% • Eliminated supermajority voting requirements

» Active shareholder engagement program

BOARDROOM CULTURE

» Near perfect meeting attendance

» Robust discussion

» Disciplined decision making

» Challenged opinions

» Focus on company risks

» Difficult questions directedownership for three years, up to management

» Practices for considering25% requirements; simple majority of Board by unlimited number of voting rights shareholders• Increased Board diversity

INDEPENDENCE

» Separate Chairman and CEO

» Eight independent directors

» All committees consist• Adopted anti-hedging/pledging policy corporate social responsibility • Formed Finance Committee, • Redesigned incentive composed entirely of independent compensation programs directors

» Executive sessions at nearly all Board Boardroom Culture of Independence and • Annual director elections with majority voting standard • Quarterly review of investor views and feedback • Periodic independent director meetings with investors • Near perfect Board/Committee meetings

»meeting attendance • Focus on Company risks • No perquisites for independent directors

iv

Board and Committees R. Brad Martin Chairman of the Board Archie Dunham Chairman Emeritus of the Board Chairman: Thomas L. Ryan 2017 Meetings: 9 Other Members: Boyland, Corbett, Keating Purpose: Oversee PwC and audit, tax and consulting fees, financial reporting, internal audit compliance, cybersecurity and related party transactions Members: 8 Independent: 7 2017 Meetings: 11 Chairman: R. Brad Martin 2017 Meetings: – 0– (in 2017, responsibilities were carried out by the Board) Other Members: Miller, Ryan Purpose: Oversee financial and liquidity management strategies and policies, including asset sales, corporate budget, commodity and interest rate hedging, and analysis of opportunities to reduce debt and improve liquidity Periodic teleconferences as deemed necessary negotiated repurchases Chairman: Merrill A. (“Pete”) Miller, Jr. 2017 Meetings: 4 Other Members: Corbett, Dunham, Keating Purpose: Establish and oversee compensation policies and programs that effectively attract, retain and motivate executive officers and employ-ees, including redesign of executive compensation plan in 2017 and selection of new peer group BEFORE THE MEETING Chairman and Board committee chairs: Prep meeting agendas with management and outside advisors (e.g., PwC) Management: Internal prep meetings Chairman: R. Brad Martin 2017 Meetings: 4 Other Members: Boyland, Corbett, Dunham Purpose: Oversee corporate governance structure and practices, Board composition, environmental, health and safety initiatives, shareholder outreach, charitable donations and corporate social responsibility matters THURSDAY (DAY 1) Daytime: Committee meetings Afternoon/Evening: Board meeting begins with executive session of independent directors and Board’s independent counsel, committee reports and management presentations, in which Board members interact directly with management. FRIDAY (DAY 2) Daytime: Continued Board presentations, ending with another executive session of independent directors and Board’s independent counsel. AFTER THE MEETING Management follow-up sessions to discuss and respond to Board requests. GOVERNANCE OVERVIEW 7 Overall attendance > 95% Individual attendance > 84% Each director nominee attended at least 84% of the meetings of the Board and committees on which he or she served in 2017 NOMINATING COMPENSATION RECENT FOCUS AREAS Shareholder engagement Director search Asset sales Credit facility amendment Senior note offerings Convertible senior note offering Renegotiation of gathering, processing and transportation (GP&T) agreements Debt reduction/refinancing transactions, including: • Open market and • Tender offers for outstand-ing senior notes • Common stock for senior note exchange transactions • Common stock for preferred stock exchange transactions A TYPICAL BOARD MEETING: 2 DAYS, 4X/YEAR FINANCE BOARD RHYTHM 4x/year Regular quarterly meetings Visits to Company HQ Investor feedback review 1x/year Board self-assessment and committee charter review Budget/strategy session Governance review AUDIT BOARD OF DIRECTORS COMMITTEES

tion Overview Q&A with Merrill A. (“Pete”) Miller, Jr., Compensation Committee Chairman Distinguishing Long-Term vs. Short-Term Compensation Incentives Did the Board and Compensation Committee reach out to shareholders about executive compensation? Yes. The Board and Compensation Com-mittee oversaw another year-round share-holder engagement program. We reached out to Chesapeake’s top 50 shareholders, representing 56% of shares outstanding and 64% of institutional share ownership. In particular, we heard shareholder views about Chesapeake’s compensation plans and incentives and business strategy, including efforts to enhance liquidity, extend debt maturities and reduce secured debt, all in light of a continuously volatile commodity price en-vironment. Any shareholder can communicate with our Board through our website, www.chk.com/about/board-of-directors, or by email, TalktoBoD@chk.com. Did executive compensation increase or decrease in 2017? It decreased, as we again asked management to “do more with less.” There are three points that I would like to empha-size. First, aggregate reported compensation for our named executive officers, as disclosed in the Summary Compen-sation Table (page 59 of the proxy statement), decreased by $4.4 million, from $37.7 million in 2016 to $33.3 million in 2017. Second, realized pay has averaged approximately 25 – 36% of reported pay, primarily because our long-term compensation is aligned with share performance, which has lagged (as reflected in the realized pay chart on page 43 of the proxy statement). Third, aggregate compensation for our entire executive team decreased even more, by $7.4 million, as the number of executive officers decreased from seven at the beginning of 2016 to six in 2017. In response to feedback from shareholders, the Com-pensation Committee continued to evolve Chesapeake’s executive compensation plans. What were the key changes? The Compensation Committee responded to shareholders’ views by taking the following actions: What were the key elements of executive compensation in 2017? We asked management to again “do more with less” by im-posing limitations on capital expenditures, in which manage-ment is rewarded more for spending less. At the same time, we established: • Hiring a New Compensation Consultant. We selected Longnecker & Associates as our new compensation con-sultant in order to gain a fresh perspective on our executive compensation decisions. Adopting a New Peer Group for 2018. We undertook an extensive review of our peer group and, based on share-holder feedback, a report prepared by Longnecker, and our analysis of key metrics, including enterprise value, market capitalization and domestic production we replaced the six peer companies with the largest enterprise values and market capitalizations with six new companies. Designing More Challenging Short-Term and Long-Term Incentive Programs in 2018. To better align com-pensation incentives with shareholder value, we refocused 2018 short-term and long-term compensation metrics on more rigorous financial measures, such as return on in-vested capital, the ratio of EBITDA to capital expenditures, and fewer operating metrics. • financial return goals that incentivized increased margins and return on capital through a focus on increased oil pro-duction and reduced cycle times; liquidity goals that incentivized asset sales, but upon Board approval after reviewing projected long-term improvements in Chesapeake’s operating performance; and EHS goals (TRIR and agency reportable spills) that were even more difficult than the prior year’s record-setting standards. • • • What did the management team accomplish in 2017? Among other things, we successfully refinanced a significant amount of near-term maturities, reduced secured debt and continued to create operating efficiencies by improving cycle times and dramatically reducing production and GP&T ex-penses, both in absolute and on a per barrel of oil equivalent basis. Despite gloomy predictions from certain analysts, our management team responded. • 8 CHESAPEAKE ENERGY CORPORATION

COMPENSATION HIGHLIGHTS

Compensation Program

AtWhat types of transactions did Chesapeake enter into that aligned with its compensation incentives? To execute on our 2015 Annual Meeting,long-term corporate strategy over the last two years, management negotiated an unprecedented number of transactions, including an amendment to our credit facility, asset sales, tender offers and repurchases of debt, common stock for debt and preferred stock exchanges, and debt and convertible debt offerings. We also renegotiated or terminated legacy GP&T agreements, which previously contained exces-sive rates and/or onerous minimum volume commitments, and thereby reduced our net long-term expected commitments by approximately 85%$4.8 billion in the past two years (and by ap-proximately $9.3 billion since June 2013). Each of votes cast werethese trans-actions contributed to our goals of reducing debt, enhancing our margins, reaching cash flow neutrality and generating im-proved shareholder returns. However, we are not resting on our laurels, as we have more work to do. • incentivize financial discipline and liquidity in favorall aspects of our business, with the goal of increasing operational flexibil-ity through significantly lower, value-driven spending; and intentionally eliminate the influence of Chesapeake’s stock price, largely because we believe this will lead to short-term decisions that are not in the long-term interests of shareholders. • This distinction between long-term and short-term goals is extremely important. Our executive team achieved important short-term goals in 2017 and we believe the executives should be rewarded in a manner that is consistent with their achieve-ments. Executives have already been impacted by stock price with respect to the long-term compensation that is directly tied to Chesapeake’s stock price, such as RSUs, stock op-tions and PSUs. If we exercised negative discretion to lower the amount of short-term compensation because of the drop in our stock price, we believe that we would be penalizing our executive team for losses that have already been experienced through long-term compensation arrangements. Conversely, we do not apply positive discretion to short-term incentives due to increases in stock price. What was the Board’s role in reviewing and approving these transactions? The Board reviewed each transaction in an effort to promote only those transactions that the Board believed to be accretive to shareholder value. Among other things, the Board approved and established price thresholds for material asset sales, debt reduction/refinancing transactions, tender offers, open market repurchases, securities offerings and other transactions. The Board also approved the amendment to our credit agreement and reviewed each amendment to our GP&T agreements. Why is it so important that we retain our current management team? Despite the reduced number of executives, our management team was even more productive over the last two years, as evidenced by the sheer number of transactions that were suc-cessfully negotiated and implemented. The Board believes it is essential that we retain our current executive team in order to continue the progress we have made in reducing our se-cured debt, selling non-core assets, and continue to improve our operating efficiencies. Despite overwhelming obstacles, our management team has continued to “do more with less,” and we believe that their performance should be rewarded. I encourage you to read the review of “Chesapeake’s Transfor-mation 2013 – 2017” beginning on page 10. Why is the goal relating to asset sales difficult to achieve? Both the Board and management impose very strict standards and will not pursue a proposed asset sale unless they believe there will be a long-term improvement in Chesapeake’s oper-ating performance, particularly its net debt to EBITDA ratio. In short, Chesapeake must receive consideration that the Board believes will offset projected reductions in cash flow. How does the Compensation Committee distinguish long-term goals from short-term goals and why didn’t you impose negative discretion on short-term AIP payouts? The value of our long-term compensation package (RSUs, stock options and PSUs), which represents over 72% of our CEO’s total reported compensation for 2017, is determined primarily by Chesapeake’s stock price, as well as achieve-ment of long-term PSU performance metrics. In determining short-term performance goals, on the other hand, we: Sincerely, Merrill A. (“Pete”) Miller, Jr. Compensation Committee Chairman COMPENSATION OVERVIEW 9

Overview Your Board recommends a vote FOR approval of Proposal 1. Committee Memberships Director Since Name Age Primary Occupation and Other Public Company Boards AC CC FC NG Former Chairman and Chief Executive Officer, Saks Incorporated Martin 57 2016 Corbett Boards: Lead Director, OGE Energy Corp. 79 2012 Former Executive Chairman, ConocoPhillips Executive Vice President, Supply Chain Strategy and Transformation, Keating† (New) 57 2017 51 2013 President and Chief Executive Officer, Chesapeake Energy Corporation Miller Boards: Chairman, Ranger Energy Services, Inc. and Transocean Ltd. Ryan Boards: Service Corporation International and Weingarten Realty Investors 4 CHESAPEAKE ENERGY CORPORATION Audit Committee Financial Experts 2 of the 4 Audit Committee members qualify Independence Other than our CEO, all directors are independent Chairman, Chesapeake Energy Corporation Brad662012Chairman, RBM Venture Company Boards: FedEx Corporation C C GloriaCorporate Vice President of Operations and Service Support, BoylandFedEx Corporation LukeFormer Chairman and Chief Executive Officer, Kerr-McGee Corporation 712016 F Archie Dunham Leslie Starr Advance Auto Parts, Inc. Doug Lawler Pete Former Executive Chairman, NOW Inc. 672007 C Tom President, CEO and Chairman of Service Corporation International 522013 C/F AC – Audit Committee CC – Compensation Committee FC – Finance Committee NG – Nominating, Governance and Social Responsibility Committee † – Ms. Keating is a new director, appointed to the Board in September 2017 C – Chair F – Audit Committee Financial Expert PROPOSAL 1: Election of Directors Your vote is needed on Proposal 1: Election of the eight nominees named executive officer compensation. Our 2015 executive compensation program is againin the proxy statement for the coming year

Over the past five years, as a result of the new strategy centered on value creation and focused on improving financial perfor-mance, management has made tremendous progress towards transforming the Company and has dramatically improved Ches-apeake’s competitiveness relative to its peers — all during a pe-riod of significantly depressed commodity prices. Accomplish-ments over the five-year period from 2013 through 2017 include: The Company’s 2017 Annual Incentive Plan (AIP) metrics direct-ly aligned with these strategic priorities, as they were designed to reinforceenhance liquidity, increase financial returns and encourage top-tier environmental and safety performance. Chesapeake is working tirelessly to achieve these priorities as quickly as possible, however, not at the link betweenexpense of or detriment to longer-value creation for our shareholder. The 2017 AIP metrics encouraged a disciplined approach from the interestsmanagement team, one which protected long-term value creation over short-term gain, especially important during pe-riods of historically low commodity prices. In general, over the last five years, companies that have grown production fast-er and shown a willingness to outspend cash flow have seen higher stock price appreciation. However, given our executive officersfinancial challenges, we do not believe that strategy will ultimately de-liver long-term value for Chesapeake and our shareholders. Ashareholders, and since 2013, our Compensation Committee has instead chosen to compensate our executives through metrics that encourage disciplined spending and a focus on greater return on capital. This strategy has yielded results which we believe will serve as a critical foundation for generating sus-tainable, long-term value for our shareholders in the coming years. Since 2013, excluding net proceeds from asset sales, Chesapeake has seen an improvement of approximately 89% in free cash flow(a) generation. Additionally, the improvement in our return on capital(b), which bottomed in 2016 due to low commodity prices, more than doubled in 2017 (a year-over-year increase of approximately 112%), compared to commod-ity-weighted oil, gas and NGL revenues per barrel(c), which only improved by approximately 38% in 2017. HOW WE PAY FOR PERFORMANCE IN 2017 While the Board and management team believe the progress over the last five years has allowed Chesapeake to emerge as a stronger and more competitive Company, there is more im-portant work ahead. The significant portionlegacy issues facing the Company, combined with the challenging commodity price environment of our executive officers’ compensation opportunity is at-riskrecent years, has led to Chesapeake’s stock performance lagging behind its peer group. Further, signifi-cant proceeds from asset sales were directed to the reduc-tion of $10.2 billion in total leverage (as noted above) and not available to apply directly to activities generating near-term shareholder return — dividends and increased investment in the Company’s high quality oil and gas drilling opportunities. Appropriately aligned with shareholders’ interests, the poor performance of Chesapeake’s stock has resulted in the management team’s Long Term Incentive being worth 64 – 75% less than what was initially awarded to them. Chesapeake’s management team received between 15% – 21% of their reported total 2017 compensation through the AIP awards and 58% – 72% of its total compensation through the LTI award, the value of which is directly tied to the Com-pany’s equity performance. While the management team’s LTI award value has appropriately depreciated due to the per-formance of Chesapeake’s stock, the AIP metrics and award measure the management team’s performance in 2017 as demonstrated by the following year-over-year improvements: To build upon the foundation established by the transforma-tion, and to further drive performance and create value for our shareholders, in 2017 Chesapeake’s management team identi-fied four near-term strategic priorities: 1 Achieving $2 – $3 billion of debt reduction and a target 2x debt to EBITDA ratio Enhancing our margins Reaching cash flow neutrality Sustaining top environmental and safety performance 2 3 4 (a) Free cash flow defined as net cash provided by operating activities before changes in components of working capital minus capital expenditures. (b) Return on capital defined as cash flow from operations divided by net debt plus shareholder equity. (c) Revenues per barrel defined as oil, natural gas and NGL revenues divided by total production. (d) Includes production expenses, general and administrative expenses (including stock-based compensation) and GP&T expenses. Excludes restructuring and other termination costs and interest expense. COMPENSATION OVERVIEW 11 • Adjusted earnings per share (EPS) of $0.82 per share compared to a negative EPS in 2016 • 60% increase in adjusted earnings before interest, depreciation and amortization (EBITDA) • Lowered cash costs by 18% (over $500 million)(d) • Increased total adjusted production by 3% and adjusted daily oil production by 2% • Delivered $949 million in cash from operations (CFO), compared to negative CFO in 2016 • Reduced 48% of total leverage and financial complexity (approximately $10.2 billion) • Reduced 50% of GP&T commitments (approximately $9.3 billion) • Drastically improved capital efficiency as demonstrated by the Company’s actual operational2017 capital expenditures being approximately 83% lower, while adjusted production remained relatively flat • Significantly improved returns profile due to 50% reduction in costs during transformation • Established Chesapeake as an EHS leader in our peer group, achieving approximately 92% improvement across all key EHS metrics

As a result of these improvements, the Compensation Com-mittee believes it is appropriate to fund management’s AIP grant at the level detailed in the following pages. The Com-pensation Committee also believes that choosing to deploy negative discretion when the management team continues to improve the Company’s competitiveness and financial performance, including total shareholder return,per-formance would be counterproductive and potentially lead to retention challenges, which has been materially impacted by the sharp decline in commodity prices.

ELEMENTwould ultimately hinder perfor-mance and Chesapeake’s ability to deliver long-term value to its shareholders. Executive Compensation Profile or disability control payments stock options Primary Executive Compensation Elements for 2017 DELIVERY METHOD PURPOSE KEY CHARACTERISTICS

Base Salary

Reflectslevels of responsibility leadership, tenure, qualifications and contribution to the success performance of established metrics to shareholder value by linking ultimate award to share designed to drive enhanced shareholder value (a) Please refer to page 50 for limitations with respect to Mr. Lawler’s award. 12 CHESAPEAKE ENERGY CORPORATION Fixed Compensation Base Salary Cash To competitively compensate executives to reflect of the Company and the competitive marketplace for our industry

Fixed compensation that is reviewed annually and adjusted if and when appropriate

Performance Based Compensation(a) Annual Incentive Plan (AIP) Award

MotivatesAwards Cash To provide an incentive focused on short-term, one-year Long-term Incentive Awards Time-Based RSUs 33% of the total value To ensure executives experience long-term value linked price movement Options 33% of the total value To link executives directly to achieve our short-term business objectives that drive long-term performance

Annual cash award based on corporate performance compared to pre-established performance goals

Performance Share Unit (PSU) Award

Motivates executives to achieve our business objectives by tying incentives to long-term metrics

Variable, performance-based long-term awardincreases in shareholder value with pay-outs based on relative total shareholder return and operational goals

Restricted Stock Unit Award

Motivates executive officers to achieve our business objectives by tying compensation to the performance of our common stock over the long term; motivates our executive officers to remain with the Company by mitigating swings in incentive values during periods when low commodity prices weigh on our stock price

Long-term restricted stock unit award with a ratablethree-year vesting period over three years; the ultimate value realized varies with our common stock price

Stock Option Award

Motivates executives to achieve our business objectives by tying incentives to the performance of our common stock over the long term; links the interests of our executives and shareholders

Long-term option award with an exercise price equal to the fair market value on the date of grant and a ratable vesting period over three years; the ultimate value realized, if any, depends on the appreciation of our common stock price

Other Compensation

Provides benefits that promote employee health and work-life balance, which assists in attracting and retaining our executives

Indirect compensation element consisting of health and welfare plans and minimal perquisites

CEO 2015 TARGET TOTAL DIRECT COMPENSATION MIX* 87% of CEO 2015 target compensation is considered Variable/At-Risk 4% 9% 13%10-year term Performance Share Units 50% Stock Options 25% Time-Vested Restricted Stock Units 25% 74%

OTHER NEOs 2015 TARGET TOTAL DIRECT33% of the total value (payable in cash) To focus executives on delivery of longer-term measures COMPENSATION MIX* 79%COMPONENT WHAT WE DO WHAT WE DON’T DO • Consistently gather, analyze and respond to shareholder feedback • 87% of other NEOs 2015 targetthe CEO’s compensation is considered Variable/At-Risk 6% 15% Long-Term Variable/ At-Risk Compensation Annual Variable/ At-Risk Compensation Performance Share Units 18% 50% Base Salary All Other Compensation Stock Time-Vested Options Restricted 25% Stock Units 61% 25%

* Reflects target annualized compensation asat-risk • 63% of the date of award, other than all otherCEO’s compensation which is based on actual amounts reported in the Summary Compensation Table, and, with respect to the 2015 target annual incentive award, as reported in the Grants of Plan-Based Awards for 2015 table.

COMPENSATION HIGHLIGHTS v

COMPENSATION HIGHLIGHTS

Key Features of Our Compensation System

WHAT WE DO

Award annual incentive compensation and 50% of long-term compensation subject to achievement of objective, pre-established performance goals tied to financial, operational and strategic objectives

• All equity awards under our 2014 Long Term Incentive Plan (LTIP) are subject to “double-trigger” change-of-control vesting provisions

• Apply enhancedrobust stock ownership guidelines

• Maintain a clawback policy to recapture unearned incentive payments

• Use a representative and relevant peer group

Use • Our Compensation Committee is made up solely of independent directors and uses an independent compensation consultant

WHAT WE DON’T DO

x • No tax gross ups for executive officers

xon change in control payments • No cash payments upon death or disability

x• No “single-trigger” change-of-control cash payments

xchange-of-• No repricing of underwater stock options

x• No hedging or pledging of companyCompany stock by executive officers or directors

x • No excessive perquisites

Core Values

Aligning Pay with Performance 2017 AIP Performance Goals and Calculation of Payout Factor For the foundation for all2017 annual incentive program, which operates under the 2013 Annual Incentive Plan, the Compensation Committee established the performance goals detailed in the table below, which it believed appropriately reflected factors that would pos-itively impact shareholder value during 2017 and beyond. Each metric was focused on delivery of our activitiesthe following three long-term corporate objectives: + + Increased financial return Top-tier environmental and providesafety programs Enhanced liquidity The targets were drawn from the lens throughCompany’s forecast, which we evaluate every decision we make. We believe that by living our core values we are building a stronger, more prosperous Chesapeake for all of our stakeholders. Our core values are:

INTEGRITY AND TRUST

» Be truthful and ethical

» Acknowledge errors and hold ourselves accountable

» Do what we say we will do

RESPECT

» Valueis developed in consultation with the opinions of our stakeholders

» Promote diversity of thoughts and ideas

» Protect our employees, stakeholdersBoard. The metrics and the environmentAIP cash payout calculation are shown in the table below: 2017 EXECUTIVE BONUS POOL CALCULATION Goal Payout Factor (Performance based on payout scale) Weighted Goal (Goal Weighting Goal Payout Factor) Achievement Level (% of Target) Goal Threshold Target 100% Maximum Performance 2017 Actuals Goal Weighting 0% 200% Goal (a) Agreements signed in 2017 (b) Improvement compared to 2016 2015 – 2017 PSU Payouts (Granted in 2015) 288,050 $5,375,000 0% 0 0% 0 200% 144,025 144,025 $3.8135 $549,239 10.2% Lawler Dominic J. (“Nick”) Dell'Osso, Jr. 80,386 $1,500,000 0% 0 0% 0 200% 40,193 40,193 $3.8135 $153,276 10.2% Frank J. Patterson(a) — — — — — — — — — — — — (a) Mr. Patterson joined Chesapeake in 2015 after these awards were made COMPENSATION OVERVIEW 13 M. Jason Pigott 66,989 $1,250,0000% 00% 0200% 33,49533,495$3.8135$127,73110.2% James R. Webb 66,989 $1,250,0000% 00% 0200% 33,49533,495$3.8135$127,73110.2% InitialInitial 2015 PSUGrant Name GrantValue Relative TSR (50%) Production Growth (25%) F&D Cost (25%) FinalFinalFinal Payment as 2015 PSU 2015 PSU 2015 Cash % of Initial Award ValuePayment Grant Value Final Payout Final Award Final Payout Final Award FinalFinal PayoutAward Robert D. (“Doug”) Relative Performance AnalysisRelative TSRProduction GrowthFinding and Development Cost Weighting Chesapeake 50% -79% / #12 25% -39% 25% $4.29 PROJECTED PAYOUT 0% 0% 200% Asset Sales(a)20% $0.3$1.0$1.5$1.0B$0.66B66% 52% 10.4% Capital Expenditures 10% $2.5$2.2$2.0$2.2B$2.26B97% 79% 7.9% Total Liquidity Measures 30% 18.3% 10% Improvement in Oil Production Rate20% 0% 10% 15% 10% 17% 200% 200% 40.0% Increase Base Production by ≥1 mmboe 20% 0.01.0 2.01 mmboe 6.5 mmboe 200% 200% 40.0% 8% Reduction in Cycle Time20% 4% 8% 16% 8% -5% 0% 0% 0.0% Total Financial Return Measures 60% 80.0% Total Recordable Incident Rate5% 0.380.310.200.310.05620% 200% 10.0% 10% Reduction in Agency Reportable Spills(b)5% 80655065620% 116% 5.8% Total EHS Measures 10% 15.8% EARNED AWARD 114.1%

TRANSPARENCY AND OPEN COMMUNICATION

How Our Business Results Drove Our Pay Decisions 2017 COMPANY PERFORMANCE 2017 CEO PAY Improved Competitiveness $510M Reduced costs by 18% compared to 2016(a) 3% Adjusted production growth compared to 2016 Reduced Future midstream commitments and legal complexity Decisions $1.3M Base salary — same as 2016 $2.2M Cash bonus payout — 14% less than 2016 $10.7M Total grant date LTI value — same as 2016 Strengthened Balance Sheet $1.3B Asset sales closed in our business strategies

»2017 (net proceeds collected) $1.2B (32%) Reduced outstanding secured debt CEO Accountability 87% Significant portion of total direct compensation variable/at-risk 5X Significant equity stake 5x annual salary and bonus (in compliance with stock ownership guidelines) EHS Accomplishments 87% Improvement in TRIR over 2016 15% Reduction in reported spills over 2016 (b) 2017 CEO TARGET TOTAL DIRECT COMPENSATION 4% 9% 13% (a) Includes production expenses, general and administrative expenses (including stock-based compensation) and gathering, processing and transportation expenses. Excludes restructuring and other termination costs and interest expense. (b) Agency reportable spills Performance Share best practices

COMMERCIAL FOCUS

» Be investment advisors

» Be stewards of corporate resources and the environment

» Take prudent risks, employing innovative ideas and technology

CHANGE LEADERSHIP

» Elevate innovative solutions

» Pursue continuous development and improvement

» Seek to deliver more than what is expected

viUnits 37% Options 30% Time-Vested Restricted Stock Units 33% 74% Base Salary Annual Variable/At-Risk Compensation Long-Term Variable/At-Risk Compensation All Other Compensation 14 CHESAPEAKE ENERGY CORPORATION

PROXY STATEMENT

Proxy StatementAudit Overview Your Board recommends a vote FOR approval of Proposal 3. In engaging PwC for 2018, we reviewed: • PwC’s performance on prior Chesapeake audits • External data on audit quality and performance, including recent PCAOB reports on PwC and peer audit firms • PwC’s capability and expertise in handling the complexity of our operations and geographically diverse assets • Appropriateness of PwC’s fees, on both an absolute basis and relative to peer firms • PwC’s known legal and regulatory risks, including review of number of audit clients with restatements as compared to other large auditing firms • PwC’s tenure and independence, including BENEFITS and INDEPENDENCE risks of long-tenured auditor and controls processes that help ensure PwC’s independence BENEFITS OF A LONG-TENURED AUDITOR + INDEPENDENCE CONTROLS AUDIT OVERVIEW 15 Thorough Audit Committee Oversight Private meetings with PwC (4x+ per year for Committee and more with Committee Chair) Annual evaluation Committee-directed pro-cesses for selecting lead audit engagement partner Rigorous Limits on Non-Audit Services Audit Committee pre-approves non-audit services Certain types of services prohibited PwC engaged only when best suited for the job Robust Internal PwC Independence Process Includes periodic internal quality reviews Multiple PwC partners staffed on Chesapeake audit Lead audit partner rotation every five years Strong Regulatory Framework PwC subject to PCAOB inspections, Big 4 peer reviews and oversight by PCAOB and SEC Higher Audit Quality Institutional knowledge and deep expertise through 25+ years of experience Efficient Fee Structure Familiarity with Chesapeake business keeps costs competitive No Onboarding/Education of New Auditor Saves management’s time and resources PROPOSAL 3: Ratification of PwC as Independent Registered Public Accounting Firm Your vote is needed on Proposal 3: Ratification of our engagement of PricewaterhouseCoopers LLP (PwC) as independent registered public accounting firm for 2018

Table

PwC Fees for 2016 and 2017 (a) Fees were for audits and interim reviews, as well as the preparation of Contentscomfort letters, consents and assistance with and review of documents filed with the SEC. In 2017, $5,639,806 related to the annual audit and interim reviews, $150,000 related to services provided in connection with our issuance of securities, and $310,000 related to the audit of subsidiaries of the Company. In 2016, $6,050,000 related to the annual audit and interim reviews, $200,000 related to services provided in connection with our issuance of securities, and $301,650 related to the audit of subsidiaries of the Company. (b) These amounts related to the audits of employee benefit plans and other audit-related items. (c) These amounts related to professional services rendered for preparation of annual K-1 statements for Chesapeake Granite Wash Trust unitholders and tax consulting services. 16 CHESAPEAKE ENERGY CORPORATION 2017 2016 Audit (a)$6,099,806 $6,551,650 Audit-related (b)345,133 511,012 Tax (c)354,048 305,538 All other fees— — TOTAL $6,798,987 $7,368,200