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 12, 2009
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
5.02 Compensatory Arrangements of Certain Officers
On June 12, 2009, 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 6.5
million shares, from 25 million to 31.5 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 9-13 of the proxy statement,
a part of the discussion of Voting Item 3 — Proposal to Amend Long Term
Incentive Plan, is incorporated by reference herein.
Item
5.03 Amendments to Articles of Incorporation.
Effective
June 15, 2009, the Company filed an amendment to its Certificate of
Incorporation with the Oklahoma Secretary of State. The amendment increased the
Company’s authorized common stock from 750 million shares to one billion
shares and increased the total authorized capital stock from 770 million shares
to one billion twenty million shares, consisting of twenty
million shares of preferred stock and one billion shares of common stock.
The Amendment to the Certificate of Incorporation is attached hereto as Exhibit
3.1.1.
Also
effective June 15, 2009, the Company filed a Certificate of Elimination with the
Oklahoma Secretary of State retiring 143,768 shares of 6.25% Mandatory
Convertible Preferred Stock, par value $0.01 per share (the “Preferred
Stock”). The shares were acquired by the Company as the result of a
mandatory conversion of the Preferred Stock into the Company’s Common
Stock. The Certificate of Elimination is attached hereto as Exhibit
3.1.2.
Also
effective June 15, 2009, the Company filed a Certificate to Eliminate
Certificate of Designation with the Oklahoma Secretary of State to eliminate
from the Company’s Certificate of Incorporation all matters set forth in the
Company’s Certificate of Designation of 6.25% Mandatory Convertible Preferred
Stock originally filed with the Oklahoma Secretary of State on June 30, 2006
with respect to the Preferred Stock. The Certificate to Eliminate the
Certificate of Designation is attached hereto as Exhibit 3.1.3.
Section
8 – Other Events
Item
8.01 Other Events.
On June
15, 2009, the Company issued a press release announcing that its Board of
Directors has declared quarterly common and preferred stock dividends and that
the Company has completed the mandatory conversion of its outstanding 6.25%
Mandatory Convertible Preferred Stock. A copy of the press release is
filed herewith as Exhibit 99.1.
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.
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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
Senior
Vice President, Treasurer and Corporate
Secretary
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Date: June
17, 2009
EXHIBIT
INDEX
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Exhibit
No.
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Document
Description
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3.1.1*
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Amendment
to Certificate of Incorporation dated June 12, 2009
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3.1.2*
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Certificate
of Elimination – 6.25% Mandatory Convertible Preferred
Stock
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3.1.3*
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Certificate
to Eliminate Certificate of Designation – 6.25% Mandatory Convertible
Preferred Stock
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10.1.14*
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Amended
and Restated Long Term Incentive Plan
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99.1*
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Press
release dated June 15, 2009
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* Filed
herewith.