Chord Energy Corp
For the period ended Mar 19, 2024. Filed Mar 19, 2024.
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Mar 19, 2024 · Filed Mar 19, 2024
CHRD$136.49+3.1%Stored close · as of Nov 6, 2026
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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 (Amendment No. )
| ☑ | Filed by the Registrant | ☐ | Filed by a party other than the Registrant |
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| CHECK THE APPROPRIATE BOX: | |
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| ☐ | 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 |
Chord 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 |
| “The substantial progress made over the past several years has been the result of focusing on robust capital allocation practices and building a corporate culture centered on continuous improvement in all aspects of our business. We believe both of these items are critical to being a competitive company in a dynamic global commodity market.” | Dear Shareholders,Chord Energy enters 2024 on strong footing following a series of achievements made over the past several years. 2023 marked our first full year as an integrated company following the 2022 merger between Oasis and Whiting. Since closing the transaction we have not only increased our organization’s size, but have become a better, more efficient, and more resilient company. Over the course of 2023 we shifted our development program to build on the best practices of both legacy organizations, including delivering more three-mile lateral wells, which increased capital efficiency and lowered Chord’s cost of supply. On February 21 of this year we announced plans to combine with Enerplus Corporation, which will create a combined company with a market capitalization of greater than $10 billion and a premier Williston Basin position with substantial flowing production and significant low-cost inventory. We expect the combination with Enerplus to allow us to build on the improvements made in 2023 and apply our learnings, and new best practices, in the core of the basin. We expect this to once again create a stronger, more efficient, more resilient, and more relevant entity for all our stakeholders. The substantial progress made over the past several years has been the result of focusing on robust capital allocation practices and building a corporate culture centered on continuous improvement in all aspects of our business. We believe both of these items are critical to being a competitive company in a dynamic global commodity market. As a result of our efforts, the organization is delivering strong returns at a low reinvestment rate and significant free cash flow. A core tenant of our capital allocation philosophy is to return a significant portion of this free cash flow to investors, which we accomplish through a mix of a base and variable dividends along with share repurchases. We believe this instills discipline in the business and allows shareholders to benefit from both return on, and return of, their capital investment. Following the pending combination with Enerplus, Chord will have an enviable and durable position within the Williston Basin with meaningful opportunities to improve the company and drive returns even higher. In 2023, approximately 50% of our wells were three-mile laterals, the highest level in our company’s history. Longer laterals are a more efficient way to develop our resource base as they allow for a compelling uplift to reserves per well relative to the incremental capital required. Also, longer laterals have less of an impact to the surrounding landscape, helping to reduce our environmental footprint. |
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| Along those lines, and in keeping with our focus on continuous improvement, Chord continues to make progress on sustainability and, in 2023, published its inaugural sustainability report following the 2022 merger of Oasis and Whiting. In 2023 we made further progress, particularly in the areas of safety and emissions. We remain committed to delivering affordable and reliable energy in an increasingly sustainable and responsible manner and enhancing disclosure and improving performance in several key areas.Finally, I’d like to thank our employees who have been central in driving our progress and results. I am proud and grateful of all their hard work which has made us a stronger company, benefited stakeholders and increased relevance with investors. As we look forward, Chord will remain committed to its core values which have put the company in a strong position to succeed. We would appreciate your vote in support of the items described in the accompanying proxy statement. Sincerely,Daniel E. BrownPresident and Chief Executive Officer | |
| 2024 Proxy Statement | 1 |
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| "Strong corporate governance continues to be critical to aligning management and shareholder incentives while achieving strategic goals of the organization. In 2023, our executive compensation program succeeded in rewarding performance which created economic value and drove shareholder returns while benefiting stakeholders." | Dear Shareholders,I was appointed Board Chair of Chord Energy's Board of Directors in January and am honored to have the opportunity to lead the board in building on the Company’s success while delivering value for our stakeholders. The macro environment remains volatile and uncertain, but Chord is strategically positioned to be in a competitive position through a lower cost structure, disciplined investment framework, flexible balance sheet and culture of continuous improvement. The commodity markets have been turbulent in recent years as they evaluate various impacts to supply and demand and pace of the energy transition. There is a growing consensus that oil and natural gas will be essential components of the world energy mix for decades. Chord is prepared to succeed through the energy transition by continuing to prioritize producing cleaner, more efficient and more profitable energy, while working safely and being responsible stewards of our environment. Chord recently announced plans to combine with Enerplus in a strategic transaction the Board believes will add value enhancing scale to the organization, while putting the company in a position to benefit from improving returns, capital efficiency, low-cost inventory and a strong balance sheet. Additionally, I’m happy to report important accomplishments on our sustainability and ESG endeavors in 2023, including the publication of Chord’s inaugural Sustainability Report following the 2022 merger of Oasis Petroleum and Whiting Petroleum, and continued progress in improving safety and emissions. We are fostering diversity at the Board level and across the organization, while having a positive impact on the communities in which we operate. Strong corporate governance continues to be critical to aligning management and shareholder incentives while achieving strategic goals of the organization. In 2023, our executive compensation program succeeded in rewarding performance which created economic value and drove shareholder returns while benefiting stakeholders.Going forward, Chord will remain focused on the things it can control which are likely to drive success through business and commodity cycles. We believe the company is well positioned to create and deliver value for our stakeholders against the backdrop of an evolving energy landscape. We look forward to continued successSincerely,Susan M. CunninghamBoard Chair |
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| 2 | 2024 Proxy Statement |
Notice of Annual Meeting of Shareholders
| DATE AND TIMEWednesday, May 1, 20249:00 AM Central Time | LOCATION1001 Fannin Street, Suite 1500Houston, Texas 77002 | RECORD DATEMarch 7, 2024 |
Items of Business
| PROPOSALS | BOARD VOTERECOMMENDATION | FOR FURTHERDETAILS | |
| 1 | Election of nine Directors to serve until the Company's 2025 Annual Meeting. | “FOR” all nominees | Page 18 |
| 2 | Advisory vote to approve executive compensation as described in the accompanying proxy statement. | “FOR” | Page 52 |
| 3 | Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024. | “FOR” | Page 95 |
| We will also transact such other business as may properly come before the Annual Meeting. | By order of the Board of Directors, | |
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| Houston, TexasMarch 19, 2024 | Shannon B. KinneyCorporate Secretary |
How to Vote
| ONLINEwww.proxyvote.com | BY PHONE1-800-690-6903 | BY MAILSign, date and return your proxy card in the enclosed envelope |
IMPORTANT NOTICE REGARDING THE ELECTRONIC AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 1, 2024
Chord Energy Corporation (the "Company," "Chord," "we," "us," or "our") has elected to take advantage of the U.S. Securities and Exchange Commission (the “SEC”) rules that allow us to furnish proxy materials to the Company’s shareholders via the internet. These rules allow us to provide information that the Company’s shareholders need while lowering the costs and accelerating the speed of delivery and reducing the environmental impact of the 2024 Annual Meeting of Shareholders (the "Annual Meeting"). The Company is making this proxy statement and its Annual Report on Form 10-K for the year ended December 31, 2023 (the “Annual Report”) available to its shareholders atwww.proxyvote.com.
At the Annual Meeting, shareholders will not be voting on the recently-announced combination with Enerplus Corporation. Shareholders will receive a separate proxy statement and related materials before the special meeting we intend to hold to seek shareholder approvals as described under the “Recent Developments” section of the accompanying proxy statement.
| 2024 Proxy Statement | 3 |
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| Notice of Annual Meeting of Shareholders | 3 | |
|---|---|---|
| Highlights | 5 | |
| Company Overview | 5 | |
| Business Strategy | 5 | |
| 2023 Operational and Financial Highlights | 6 | |
| 2023 Shareholder Return Highlights | 6 | |
| Sustainability | 6 | |
| Human Capital Management | 9 | |
| Proxy Summary | 11 | |
| Director Nominees | 11 | |
| Governance At-a-Glance | 13 | |
| Elements of Compensation | 14 | |
| Committee Oversight | 16 | |
| Best Practices in Our Compensation Program | 16 | |
| Board of Directors | 18 | |
| Proposal 1 – Election of Directors | 18 | |
| Board Nominee Highlights | 19 | |
| Board Skills, Experience and Qualifications | 19 | |
| Director Independence | 22 | |
| Who We Are | 23 | |
| Director Nomination and Refreshment | 32 | |
| Corporate Governance | 33 | |
| Governance At-a-Glance | 33 | |
| Board Structure and Operations | 34 | |
| Board’s Role and Responsibilities | 40 | |
| Shareholder Engagement and Director Communications | 44 | |
| Other Governance Policies and Practices | 45 |
| Director Compensation | 47 | |
|---|---|---|
| Stock Ownership Guidelines | 47 | |
| Director Compensation Table | 48 | |
| Executive Officers | 49 | |
| Proposal 2 - Advisory Vote to Approve Executive Compensation | 52 | |
| Executive Compensation Matters | 53 | |
| Compensation Discussion and Analysis | 53 | |
| Compensation and Human Resources Committee Report | 75 | |
| Executive Compensation Tables | 76 | |
| Pay Ratio | 86 | |
| Pay versus Performance | 87 | |
| Audit Matters | 95 | |
| Proposal 3 – Ratification of Appointment of the Independent Registered Public Accounting Firm | 95 | |
| Audit and All Other Fees | 96 | |
| Pre-Approval Policies and Procedures | 96 | |
| Audit and Reserves Committee Report | 97 | |
| Security Ownership of Certain Beneficial Owners and Management | 99 | |
| Users' Guide | 101 | |
| Other Information | 107 |
| 4 | 2024 Proxy Statement |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.