UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 22, 2015
| 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)) | |
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 22, 2015, Chesapeake Energy Corporation (the "Company") held its 2015 Annual Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting, the Company's shareholders voted on six of the seven proposals that were described in the Company's definitive proxy statement (as filed with the Securities and Exchange Commission on April 10, 2015). The final voting results are disclosed below.
| 1. | Election of Directors. The individuals listed below were each elected at the Annual Meeting to serve as directors of the Company until the next annual meeting of shareholders and until his or her successors are duly elected and qualified, with each director nominee receiving a majority of votes cast “for” his or her election: |
| Director Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||
| Archie W. Dunham | 438,480,245 | 2,712,175 | 2,199,454 | 130,791,923 | ||
| Vincent J. Intrieri | 434,796,013 | 5,787,953 | 2,807,908 | 130,791,923 | ||
| Robert D. Lawler | 437,400,882 | 3,786,934 | 2,204,058 | 130,791,923 | ||
| John J. Lipinski | 415,524,649 | 24,903,019 | 2,964,206 | 130,791,923 | ||
| R. Brad Martin | 431,310,812 | 9,337,105 | 2,743,957 | 130,791,923 | ||
| Merrill A. "Pete" Miller, Jr. | 429,268,319 | 11,522,506 | 2,601,049 | 130,791,923 | ||
| Frederic M. Poses | 436,946,591 | 3,668,081 | 2,777,202 | 130,791,923 | ||
| Kimberly K. Querrey | 437,827,688 | 2,748,934 | 2,815,252 | 130,791,923 | ||
| Louis A. Raspino | 437,825,255 | 2,928,531 | 2,638,088 | 130,791,923 | ||
| Thomas L. Ryan | 433,183,791 | 7,466,267 | 2,741,816 | 130,791,923 | ||
| 2. | Advisory Vote to Approve Named Executive Officer Compensation. The advisory resolution to approve the executive compensation of the Company’s named executive officers was approved, having received more votes “for” the proposal than “against.” |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||
| 379,019,466 | 61,862,629 | 2,509,779 | 130,791,923 | ||
| 3. | Ratification of Appointment of Independent Registered Public Accounting Firm. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm was approved, having received more votes “for” the proposal than “against.” |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||
| 567,299,317 | 4,317,243 | 2,567,237 | — | ||
| 4. | Shareholder Proposal Relating to Appointment of Environmental Director. No vote was reported for this proposal because it was withdrawn by the shareholder proponents and their designee at the Annual Meeting. |
| 5. | Shareholder Proposal Relating to Climate Change Report. The shareholder proposal relating to a climate change report failed, having received more votes “against” the proposal than “for.” |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||
| 50,218,499 | 388,143,020 | 5,030,355 | 130,791,923 | ||
| 6. | Shareholder Proposal Relating to Political Spending Report. The shareholder proposal relating to a political spending report failed, having received more votes “against” the proposal than “for.” |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||
| 63,427,638 | 363,731,413 | 16,232,823 | 130,791,923 | ||
| 7. | Shareholder Proposal Relating to Creation of Risk Oversight Committee. The shareholder proposal relating to creation of a risk oversight committee failed, having received more votes “against” the proposal than “for.” |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||
| 11,637,591 | 428,342,443 | 3,411,840 | 130,791,923 | ||
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/ JAMES R. WEBB |
| James R. Webb | |
| Executive Vice President - General Counsel and Corporate Secretary | |
Date: May 22, 2015