Chord Energy Corp
For the period ended Mar 19, 2024. Filed Mar 19, 2024.
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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.
Mar 19, 2024 · Filed Mar 19, 2024
Contents
Best Practices in Our Compensation Program
The CHR Committee reviews on an ongoing basis the Company’s executive compensation program to evaluate whether it supports the Company’s executive compensation philosophies and objectives and is aligned with shareholder interests. Our 2023 executive compensation practices include the following, each of which the CHR Committee believes reinforces our executive compensation objectives:
| What We Do | What We Do Not Do |
|---|---|
| Independent compensation consultant reports directly to the Committee Double-trigger change-in-control severance benefits Clawback Policy Robust stock ownership guidelines Annual Say-on-Pay vote Active Shareholder Engagement Limited perquisites Mitigation of undue risk | No tax gross-ups No defined benefit pension plans or nonqualified deferred compensation plans No dividends on unearned performance-based awards under our LTIP LTIP does not allow repricing of underwater stock options without shareholder approval No pledging, hedging, or short sales of our securities |
Shareholder Outreach
| In 2023, we invited shareholders representingover 50%of shares outstanding to meet with us regarding compensation and ESG matters and other topics of interest to shareholders. | Shareholders representing~ 25%of shares outstanding elected to participate in discussions with the Company’s executive management and provided valuable feedback. |
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Participants were supportive of the Company’s compensation program, and in line with recommendations, and consistent with the Company’s commitment to increase transparency and improve ESG performance, the Company included quantitative sustainability metrics as performance goals in its 2023 performance-based cash incentive award program.
| 16 | 2024 Proxy Statement |
Proxy Summary
| Ratification of Appointment of the Independent Registered Public Accounting Firm | |
|---|---|
| The Board recommends a vote FOR this proposal. | See page 95 |
The Audit and Reserves Committee of the Board of Directors has appointed PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for 2024.
The Board of Directors is submitting the appointment of PricewaterhouseCoopers LLP for ratification at the Annual Meeting. Although the submission of this matter for approval by shareholders is not required, we value the opinions of our shareholders and believe that shareholder ratification of the appointment is a good corporate governance practice.
If the shareholders do not ratify the appointment of PricewaterhouseCoopers LLP, the Audit and Reserves Committee may reconsider the appointment of that firm as the Company’s independent registered public accounting firm.
| 2024 Proxy Statement | 17 |
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