CHESAPEAKE ENERGY CORP
For the period ended Jun 6, 2024. Filed Apr 26, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 6, 2024 · Filed Apr 26, 2024
Contents
Cover page
Show cover page
**United States
**Securities and Exchange Commission
Washington, D.C. 20549
Schedule 14A
**Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No. )
| ☑ Filed by the Registrant | ☐ Filed by a Party other than the Registrant |
|---|
| CHECK THE APPROPRIATE BOX: | |
|---|---|
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☑ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §.240.14a-12 |
CHESAPEAKE ENERGY CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY): | |
|---|---|
| ☑ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
2024 PROXY STATEMENT Notice of Annual Meeting of Shareholders June 6, 2024
GUIDE TO CHESAPEAKE’S PROXY
| Page | |
|---|---|
| 1 | Letter to Shareholders |
| 2 | Notice of 2024 Annual Meeting of Shareholders |
| 3 | Roadmap of Voting Items |
| 4 | 2023 – 2024 Operational & Financial Highlights |
| 6 | 2023 – 2024 Sustainability Highlights |
| 8 | Voting and Meeting Information |
| 12 | GOVERNANCE |
| 12 | PROPOSAL 1: Election of Directors |
| 15 | Board Composition |
| 16 | Director Balance and Background |
| 20 | Tone at the Top — Our Core Values |
| 21 | Our Board of Directors |
| 27 | How We Oversee and Manage Enterprise Risk |
| 30 | Investor Outreach |
| 31 | EXECUTIVE COMPENSATION |
| 31 | PROPOSAL 2: Advisory Vote to Approve Named Executive Officer Compensation |
| 32 | Q&A with Brian Steck, Compensation Committee Chair |
| 34 | Compensation Discussion and Analysis |
| 34 | Our Strategy |
| 35 | 2023 Performance Highlights |
| 36 | Compensation Committee Philosophy |
| 37 | Shareholder Outreach |
| 37 | Process for Determining Executive Compensation |
| 37 | Independent Compensation Consultant |
| 38 | Primary Executive Compensation Elements for 2023 |
| 40 | Compensation Actions for 2023 |
| 44 | 2023 Long-Term Incentive Program |
| 47 | 2024 Executive Compensation Decisions |
| 48 | Other Executive Compensation Matters |
| 50 | Compensation Committee Report |
| 50 | Summary Compensation Table for 2023 |
| 56 | Pay Versus Performance |
| 60 | 2023 Director Compensation |
| 62 | PROPOSAL 3: Amendment to the 2021 Long Term Incentive Plan |
| 70 | AUDIT |
| 70 | PROPOSAL 4: Ratification of PwC as Independent Registered Public Accounting Firm for 2024 |
| 72 | Independent Auditor Information |
| 73 | Audit Committee Report |
| 74 | SHARE OWNERSHIP |
| 74 | Holdings of Major Shareholders |
| 75 | Securities Ownership of Officers and Directors |
| 75 | Equity Compensation Plan Information |
| 76 | Section 16(a) Beneficial Ownership Reporting Compliance |
| 77 | SHAREHOLDER MATTERS |
| 77 | Submitting Proposals for 2025 Annual Meeting |
| 78 | Additional Shareholder Engagement and Corporate/Social Responsibility |
| 78 | Forward-Looking Statements |
| 78 | Appendix A — Reconciliation of Non-GAAP Financial Measures |
| 81 | Appendix B — Chesapeake Energy Corporation Proposed Amendment to 2021 Long Term Incentive Plan |
| INDEX OF FREQUENTLY REQUESTED INFORMATION | |
|---|---|
| 72 | Auditor Fees |
| 71 | Auditor Tenure |
| 21 | Board Leadership |
| 24 | Board Meeting Attendance |
| 56 | CEO Pay Ratio |
| 49 | Clawback Policy |
| 37 | Compensation Consultant |
| 13 | Director Biographies |
| 17 | Director Independence |
| 16 | Director Qualifications |
| 15 | Director Retirement Policy |
| 48 | Hedging Policy |
| 30 | Investor Outreach |
| 44 | Long-Term Incentive Program |
| 78 | Non-GAAP Financial Measures |
| 39 | Peer Groups |
| 48 | Pledging Policy |
| 27 | Political Spending and Lobbying Oversight |
| 38 | Primary Executive Compensation Elements |
| 77 | Proxy Access |
| 18 | Related Party Transactions |
| 27 | Risk Oversight |
| 75 | Securities Ownership of Officers and Directors |
| 53 | Severance Benefits |
| 48 | Share Ownership Guidelines |
| 77 | Shareholder Proposal Deadlines for 2025 |
ONLINE 2024 PROXY STATEMENT investors.chk.com/annual-meeting-and- proxy ONLINE 2023 ANNUAL REPORT chk.com/investors/company-reports/ annual-reports First sent or made available on April 26, 2024
In this Proxy Statement, we refer to Chesapeake Energy as the “Company,” “we,” “our,” “us,” “Chesapeake Energy” and “Chesapeake.”
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.