chk06172010_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): 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