Close

Form 8-K CHESAPEAKE ENERGY CORP For: Aug 21

August 21, 2015 7:04 AM EDT


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): August 21, 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 8.01 Other Events

On August 21, 2015, Chesapeake Energy Corporation issued a press release (attached as Exhibit 99.1 to this Current Report), which is incorporated by reference.


Item 9.01 Financial Statements and Exhibits

(d)    Exhibits:

The following exhibit is filed as part of this Current Report on Form 8-K:

Exhibit No.
 
Document Description
99.1
 
Chesapeake Energy Corporation press release dated August 21, 2015






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:    August 21, 2015





EXHIBIT INDEX
Exhibit No.
 
Document Description
99.1
 
Chesapeake Energy Corporation press release dated August 21, 2015





Exhibit 99.1
FOR IMMEDIATE RELEASE
AUGUST 21, 2015

NOTICE OF PROPOSED VOLUNTARY DISMISSAL OF DERIVATIVE ACTION

This notice relates to a proposed voluntary dismissal of a shareholder derivative action and is being given pursuant to an order of The U.S. District Court for the Western District of Oklahoma. The purpose of the notice is to advise Chesapeake Energy Corporation (‘Chesapeake” or the “Company”) shareholders that plaintiffs Jacob Shochat and Norman Spiegel in the above referenced action wish to voluntarily dismiss the case. Additional information on the action and right to intervene can be found below.

Between April 20, 2012 and June 28, 2012, thirteen shareholder derivative actions were filed in the United States District Court for the Western District of Oklahoma, all of which were consolidated on July 13, 2012, into a single related action entitled In re Chesapeake Energy Corporation 2012 Shareholder Derivative Litigation, Case. No. CIV-12-436-M (the “Derivative Action”). The Derivative Action alleges causes of action for breaches of fiduciary duty by directors and officers of Chesapeake related to their purported willful disregard of alleged conflicted, wrongful activities of former CEO Aubrey McClendon that violated corporate policies and his fiduciary duties and their waste of corporate assets. The alleged wrongful activities included: (i) McClendon’s $1.1-$1.3 billion in loans from related Company partners in order to finance his participation in a corporate incentive program called the Founders Well Participation Program; (ii) McClendon active management of a hedge fund he co-founded, Heritage Management Company LLC, out of the offices of the Company’s CEO and Chairman at the same time he was solely responsible for managing Chesapeake’s $17 billion hedge facility and running Chesapeake; (iii) the termination of McClendon without cause and conflicted investigation into McClendon’s activities; and (iv) the problematic replacement of the Company’s Board.

This notice of the proposed voluntary dismissal of the Derivative Action will be posted in the Investor Relations section of Chesapeake’s website for 30 days. Chesapeake shareholders are hereby advised:

Chesapeake shareholders may intervene and continue prosecution of the Derivative Action as a named plaintiff, with their counsel as lead counsel for plaintiffs. Any shareholder who wishes to intervene must file a motion with the U.S. District Court for the Western District of Oklahoma, 200 NW 4th Street, Oklahoma City, Oklahoma, 73102, not later than September 21, 2015. Any motion to intervene must be filed in writing, and must include: (i) the caption of the Derivative Action; (ii) the name of the shareholder; (iii) proof or certification of the date the intervening shareholder purchased Chesapeake stock, and that the intervening shareholder has held its shares continuously since the date of purchase; and (iv) a statement of the basis for the intervention.

INVESTOR CONTACT:
MEDIA CONTACT:
CHESAPEAKE ENERGY CORPORATION
Brad Sylvester, CFA
Gordon Pennoyer
6100 North Western Avenue
(405) 935-8870
(405) 935-8878
P.O. Box 18496
Oklahoma City, OK 73154





Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings