chk11112008_8k.htm
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): November 11, 2008
CHESAPEAKE
ENERGY CORPORATION
(Exact
name of Registrant as specified in its Charter)
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Oklahoma
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1-13726
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73-1395733
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(State
or other jurisdiction of incorporation)
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(Commission
File No.)
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(IRS
Employer Identification No.)
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6100
North Western Avenue, Oklahoma City, Oklahoma
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73118
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(Address
of principal executive offices)
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(Zip
Code)
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(405)
848-8000
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(Registrant’s
telephone number, including area code)
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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
5.03 Amendments to Articles of Incorporation or Bylaws.
Effective
November 13, 2008, the Board of Directors of Chesapeake Energy Corporation (the
“Company”) approved amendments to the Company’s Bylaws. The
amendments included:
(1) A
revision to the nomination provisions with the purpose of clarifying the process
by which shareholders nominate directors and ensuring that the Board of
Directors has adequate information to make a recommendation to shareholders
regarding any nomination. Shareholders may now deliver director
nominations to the Company 90 to 120 days before the anniversary of the
preceding year’s annual shareholders meeting. Previously shareholders
were required to deliver nominations at least 120 days before the annual
shareholders meeting. The amended and restated bylaws also describe
in detail the information that a shareholder must provide about itself and its
nominees.
(2) The
inclusion of an emergency governance provision that provides for the creation of
an emergency board committee in the event of a catastrophe or other emergency
condition;
(3) A
revision of the indemnification provisions to clarify how a claim for
indemnification is submitted as well as how the Company determines if the claim
is valid. The revised provision states that a claimant may request
that the validity of the claim be determined by independent counsel and, if the
claimant does not make such a request, the validity of the claim will be
determined by a majority of the disinterested directors;
(4) A
revision to the process by which a special meeting may be called stating that
special meetings may only be called by the chairman of the board or by the
president or secretary, at the request, in writing, of a majority of the
directors then in office. Previously shareholders also had the right
to call a special meeting.
(5) The
addition of provisions for managing a written consent campaign by shareholders
including the provision that the Company will hire an independent inspector of
elections to review the validity of the written consents and that the written
consent would not be declared effective until the independent inspector
certifies that the minimum number of consents has been received. The
Company has also added a detailed provision for determining a record date for
action by written consent.
A copy of
the Amended and Restated Bylaws is attached hereto as Exhibit 3.1.
Section
7 – Regulation FD
Item
7.01 Regulation FD Disclosure.
On
November 11, 2008, the Company issued a press release announcing the execution
of an agreement for a joint venture with StatoilHydro whereby StatoilHydro will
acquire a 32.5% interest in Chesapeake’s Marcellus Shale assets in Appalachia
for $3.375 billion, leaving Chesapeake with 67.5% working
interest. The assets include approximately 1.8 million net acres of
leasehold, of which StatoilHydro will own approximately 0.6 million net acres
and Chesapeake will own approximately 1.2 million net acres. A copy
of the press release is attached as exhibit 99.1 to this Current
Report.
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits
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Exhibit
No.
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Document
Description
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3.1
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Chesapeake
Energy Corporation Amended and Restated Bylaws
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99.1
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Chesapeake
Energy Corporation press release dated November 11, 2008
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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.
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CHESAPEAKE ENERGY
CORPORATION |
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By:
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/s/
Jennifer M. Grigsby |
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Jennifer
M. Grigsby |
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Senior
Vice President, Treasurer and Corporate Secretary |
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Date: November
17, 2008
EXHIBIT
INDEX
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Exhibit
No.
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Document
Description
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3.1
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Chesapeake
Energy Corporation Amended and Restated Bylaws
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99.1
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Chesapeake
Energy Corporation press release dated November 11, 2008
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