SANDRIDGE ENERGY INC
For the period ended Jun 12, 2024. Filed May 6, 2024.
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Jun 12, 2024 · Filed May 6, 2024
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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
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 Pursuant to §240.14a-12 |
(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 The Appropriate Box):
| ☒ | 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. |
A Message from the Board of Directors
To Our Stockholders,
You are cordially invited to the 2024 Annual Meeting of Stockholders of SandRidge Energy, Inc. (the “Company”) which will be held at The Renaissance Oklahoma City Downtown Bricktown Hotel—Warehouse Room (2nd Floor), 100 East Sheridan Avenue, Oklahoma City, Oklahoma 73104, on June 12, 2024 at 10:00 a.m., central time.
The formal Notice of Annual Meeting and Proxy Statement, which are contained in the following pages, outline the actions that will, or may, be taken by stockholders at the Annual Meeting.
Your vote is important, and we encourage you to vote even if you are unable to attend the Annual Meeting. You may vote by internet or by telephone using the instructions on the Notice of Annual Meeting or by signing and returning the proxy card in the postage-paid envelope provided for your convenience. You may also attend and vote at the Annual Meeting.
On behalf of the Board and management, we sincerely appreciate your continued support.
For the Board of Directors,
Grayson Pranin,
President and Chief Executive Officer
SandRidge Energy, Inc.
The Proxy Statement is dated and is first being mailed on or about May 6, 2024. Your vote is important. Please vote your shares promptly. You can find voting instructions in the Proxy Statement.
If you have any questions or require any assistance with respect to voting your shares, please contact the Company’s proxy solicitor at the contact listed below:
Notice of Annual Meeting of Stockholders
NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of SandRidge Energy, Inc., a Delaware corporation (the “Company” or “SandRidge”), will be held at The Renaissance Oklahoma City Downtown Bricktown Hotel—Warehouse Room (2nd Floor), 100 East Sheridan Avenue, Oklahoma City, Oklahoma 73104, on June 12, 2024, at 10:00 a.m., central time, with respect to the proposals described below:
| 1. | To elect five directors to serve on our Board of Directors (the “Board”) until the Company’s annual meeting in 2025, and until their successors are elected and duly qualified; |
| 2. | To ratify the selection of Grant Thornton LLP (“Grant Thornton”) as our independent registered public accounting firm for the fiscal year ending December 31, 2024; |
| 3. | To approve, through a non-binding vote, the compensation paid to the Company’s named executive officers (identified herein) during 2023; |
| 4. | To approve an extension to the Tax Benefits Preservation Plan, attached as Appendix A to the accompanying proxy statement; and |
| 5. | To conduct such other business as may properly be presented at the Annual Meeting, or at any and all adjournments or postponements thereof. |
The Annual Meeting may be adjourned from time to time. At any adjourned meeting, action with respect to the matters specified in this notice may be taken without further notice to stockholders, unless required by applicable law or the Amended and Restated Bylaws of the Company (the “Bylaws”).
Stockholders of record of shares of our common stock at the close of business on April 24, 2024 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting. A list of our stockholders as of the close of business on the Record Date will be available at the Annual Meeting and at, by appointment, the Company’s corporate office, 1 East Sheridan, Suite 500, Oklahoma City, Oklahoma 73104, for the ten days prior to the Annual Meeting.
Please sign, date and promptly return the enclosed proxy card in the envelope provided, or grant a proxy and give voting instructions by telephone or the internet, so that you may be represented at the Annual Meeting. Instructions are on your proxy card or on the voting instruction form provided by your broker.
Brokers have the authority under NYSE rules to vote shares for which their customers do not provide voting instructions on routine matters. The matters herein are not considered routine, and brokers cannot vote shares without instruction on those matters. Shares that brokers are not authorized to vote onnon-routine matters are counted as “brokernon-votes”.
The Proxy Statement provides a detailed description of the business to be conducted at the Annual Meeting. We urge you to read the Proxy Statement, including any documents incorporated by reference, carefully and in their entirety.
If you have any questions concerning the business to be conducted at the Annual Meeting, would like additional copies of the Proxy Statement, or need help submitting a proxy for your shares, please contact HKL & Co., LLC, the Company’s proxy solicitor:
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.