UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 11, 2010
CHESAPEAKE ENERGY CORPORATION
(Exact name of Registrant as specified in its Charter)
| Oklahoma | 1-13726 | 73-1395733 | ||
| (State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
| 6100 North Western Avenue, Oklahoma City, Oklahoma | 73118 | |
| (Address of principal executive offices) | (Zip Code) |
| (405) 848-8000 | ||
| (Registrant’s telephone number, including area code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
* Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
* Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
* Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
* Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 5 – Corporate Governance and Management
Item 5.02 Compensatory Arrangements of Certain Officers
On June 11, 2010, at the annual meeting of shareholders of Chesapeake Energy Corporation (the “Company”), the Company’s shareholders voted to adopt an amendment to increase the number of shares of Company common stock subject to the Long Term Incentive Plan (the “LTIP”) by six million shares, from 31.5 million to 37.5 million shares. The LTIP, as amended, is attached hereto as Exhibit 10.1.14. The description of the LTIP under the caption "Plan Features" on pages 56-61 of the proxy statement, a part of the discussion of Voting Item 2 — Proposal to Amend Long Term Incentive Plan, is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of shareholders on Friday, June 11, 2010. The matters voted upon and the final voting results are as stated below.
| · | The shareholders elected each of the director nominees as set forth below: |
| Proposal No. 1: | Votes For | Votes Withheld | Broker Non-Votes |
Election of Directors | |||
| Terms Expiring in 2013 | |||
| Frank Keating | 247,780,839 | 166,188,764 | 121,832,080 |
| Merrill A. Miller, Jr. | 278,750,010 | 135,219,593 | 121,832,080 |
| Term Expiring in 2011 | |||
| Frederick B. Whittemore | 247,730,189 | 166,239,414 | 121,832,080 |
| · | The shareholders voted as set forth below on two management proposals: |
| Proposal No. 2: | Votes For | Votes Against | Abstentions | Broker Non-Votes |
| Proposal to Amend Long Term Incentive Plan | 333,303,548 | 78,892,681 | 1,773,374 | 121,832,080 |
| Proposal No. 3: | Votes For | Votes Against | Abstentions | Broker Non-Votes |
| Ratification of appointment of independent registered public accounting firm | 523,852,570 | 10,864,518 | 1,084,593 | 0 |
| · | The shareholders voted as set forth below on six shareholder proposals: |
| Proposal No. 4: | Votes For | Votes Against | Abstentions | Broker Non-Votes |
| Shareholder proposal relating to annual cash bonuses to named executive officers | 106,618,741 | 302,229,359 | 5,121,503 | 121,832,080 |
| Proposal No. 5: | Votes For | Votes Against | Abstentions | Broker Non-Votes |
| Shareholder proposal regarding executive participation in derivative or speculative transactions involving the Company’s stock | 150,620,689 | 260,162,941 | 3,185,973 | 121,832,080 |
| Proposal No. 6: | Votes For | Votes Against | Abstentions | Broker Non-Votes |
| Shareholder proposal requesting an advisory vote on executive compensation | 207,881,004 | 163,352,123 | 42,736,476 | 121,832,080 |
| Proposal No. 7: | Votes For | Votes Against | Abstentions | Broker Non-Votes |
| Shareholder proposal requesting an advisory vote on executive and director compensation | 204,597,656 | 163,359,167 | 46,012,780 | 121,832,080 |
| Proposal No. 8: | Votes For | Votes Against | Abstentions | Broker Non-Votes |
| Shareholder proposal relating to hydraulic fracturing | 80,348,650 | 235,944,880 | 97,676,073 | 121,832,080 |
| Proposal No. 9: | Votes For | Votes Against | Abstentions | Broker Non-Votes |
| Shareholder proposal relating to a sustainability report | 100,348,973 | 218,320,653 | 95,299,977 | 121,832,080 |
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. See "Index to Exhibits" attached to this Current Report on Form 8-K, which is incorporated by reference herein.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CHESAPEAKE ENERGY CORPORATION | |||
| By: | /s/ JENNIFER M. GRIGSBY | ||
| Jennifer M. Grigsby | |||
| Senior Vice President, Treasurer and Corporate Secretary | |||
Date: June 17, 2010
EXHIBIT INDEX
| Exhibit No. | Document Description | ||
| 10.1.14* | Amended and Restated Long Term Incentive Plan | ||