Chesapeake Energy Corp. (CHK) announced the appointment of five new independent directors to its reconstituted nine-member Board of Directors. Archie Dunham, former Chairman of ConocoPhillips (COP) and former Chief Executive Officer of Conoco, has been appointed by the Board as Chesapeake's new independent Non-Executive Chairman. Dunham has had no previous relationship with Chesapeake.
Aubrey McClendon has relinquished the position of Chairman but remains a Director and will continue to serve as Chesapeake's Chief Executive Officer and as President.
Chesapeake's Board also appointed four other new independent directors: three proposed by Southeastern Asset Management, or SAM, its largest shareholder with a 13.9% ownership stake, and one proposed by Carl C. Icahn, its second largest shareholder with a 7.6% stake. The new directors proposed by SAM are Bob Alexander, Brad Martin and Frederic Poses. The new director proposed by Icahn is Vincent Intrieri.
These five new directors replace Richard Davidson, Kathleen Eisbrenner, Frank Keating and Don Nickles who have resigned and Charles Maxwell who retired at the annual meeting on June 8, 2012.
The other directors remaining on the Chesapeake Board are McClendon, Louis Simpson, who was proposed by SAM in 2011 and will now become Chairman of the Nominating and Governance Committee, and Merrill Miller who was serving as Lead Independent Director. With the appointment of an independent Non-Executive Chairman, the role of Lead Independent Director has been eliminated and Miller will become Chairman of the Compensation Committee
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