OKLAHOMA CITY -
The Chesapeake Energy Board of
Directors sent a letter to shareholders today, countering one shareholder's
recent criticism of the company.
The City of New York Office of
the Comptroller, which represents pension funds that own 1.9 million shares of
Chesapeake stock (less than 0.25 percent of outstanding shares), is actively
opposing the re-election of Directors Burns Hargis and Richard Davidson, and
last week called on other shareholders to join them in voting against them.
Today's letter from Chesapeake
stated that the Hargis, who is currently the President of Oklahoma State
University, and Davidson are "highly qualified independent Directors"
whose work on the Board warrants shareholder support.
The Board and Chesapeake CEO
Aubrey McClendon have been the subject of intensely negative media coverage for
the past five weeks, following the revelation that McClendon borrowed more than
$1 billion from companies that do business with Chesapeake. McClendon
reportedly used the loans to fund his participation in a unique company perk
that allows him to claim a small stake in every well that Chesapeake drills, known as the
Founder Well Participation Program (FWPP).
Last Thursday, in reference to
the controversy, New York City Comptroller John Liu wrote, "We are
particularly disturbed by the audit committee's failure to review, approve or
disclose Mr. McClendon's personal loans secured by company wells."
Both Hargis and Davidson sit on
the audit committee. They are the only two Directors up for election this
year.
In its letter, Chesapeake's Board
said that it appreciates constructive input from shareholders, but felt that it
was important to address some of the specific issues raised by Mr. Liu.
In addition to citing the credentials of Directors Hargis and Davidson, the
letter
lists several actions taken by the Board in the last month in response to
various shareholder concerns.
Last week, the Board announced that it was
making significant changes to the way that the company compensates its outside
directors, bringing their compensation packages more in line with those of
their peer companies.
The letter also detailed the Board's
decision, in April, to terminate the FWPP on June 30, 2014, eighteen months
ahead of schedule, and reminded shareholders that the Board is "conducting
a thorough review, through its Audit Committee and independent counsel,"
to determine whether McClendon's loans constituted any conflict of interest.
"We believe that Chesapeake has built
the nation's best collection of E&P assets," the letter goes on to
say. Outlining a key part of the company's strategy, the Board says the
company plans to sell non-core assets for $9.5 to $11 billion by the end of
2012.
These planned asset sales are seen by
analysts as critical to the company's ability to meet scheduled debt payments
and finance an aggressive drilling program.