Icahn wins majority of seats on SandRidge Energy (SD) board

Market cap: $408mm | SandRidge Energy, Inc. (NYSE: SD) is an oil and natural gas exploration and production company headquartered in Oklahoma City, Oklahoma, with its principal focus on developing high-return, growth-oriented projects in the U.S. Mid-Continent and Niobrara Shale.

• On November 15, 2017, SandRidge Energy announced that it would buy Bonanza Creek in a deal valued at $746 million. Source
• On November 20, 2017, Fir Tree Partners disclosed an 8.2% stake and opposed the proposed acquisition, stating that the acquisition represents more than a 75% premium to the $421 million valuation established when Bonanza creditors invested new capital just six months ago. Source
• On November 22, 2017, Icahn disclosed a 13.5% stake and stated that he intends to vote against the nonsensical Bonanza transaction. Source
• On November 30, 2017, Icahn sent a letter to the Board calling the proposed deal "value-destroying" and said the shareholder rights plan adopted earlier this week was designed to prevent large shareholders from campaigning against the deal. He added that other large holders, including Susquehanna Advisors and Cannell Capital, are similarly opposed to the ridiculous transaction and intend to vote against it.
• On December 1, 2017, Icahn delivered a letter to the company demanding to inspect certain books and records of the company.
• On December 15, 2017, Icahn filed a preliminary proxy statement soliciting proxies from stockholders of the Issuer to vote AGAINST the proposed issuance of shares in connection with the Bonanza Creek transaction.
• On December 18, 2017, Fir Tree issued an open letter to the Board reiterating its strong opposition to the proposed acquisition and voicing its support for the position of Icahn Capital LP in its proxy statement that the company should not issue more shares of common stock in connection with the Bonanza acquisition and reiterating its intent to vote against the issuance. Source
• On December 26, 2017, Icahn filed a preliminary proxy statement with the SEC soliciting a proxy to vote AGAINST the Share Issuance Proposal.
• On December 28, 2017, the company announced that it had agreed to terminate its previously announced agreement to acquire Bonanza Creek.
• On January 9, 2018, Icahn delivered a letter to the Board stating that he was pleased that the company terminated the Bonanza merger agreement but still expressed his concerns and demanded the company reshape its Board and change its policies. Icahn called for the replacement of two directors by new directors designated by shareholders, including one of his choosing. Icahn demanded the company change its bylaws so that large transactions require approval from four of the five board members, rather than a simple majority, and withdraw or amend the poison pill.
• On January 23, 2018, the company issued a letter to shareholders stating that the Board had decided that it is not in the best interests of all shareholders to accept Mr. Icahn’s proposals.
• On April 4, 2018, Carl Icahn stated that he intends to nominate a full slate of candidates to the Board. He stated that he has grave concerns about the review process that the company had disclosed last month. Source
• On April 13, 2018, Carl Icahn stated that he notified the company that he intends to nominate and seek to elect five individuals to the Board at the 2018 annual meeting of stockholders.
• On April 23, 2018, Carl Icahn sent a letter to the company demanding the right to inspect certain books and records (including stockholder list materials) of the company.
• On April 25, 2018, Fir Tree reduced its stake to 5.73% from 8.2% in November 2017.
• On May 4, 2018, Carl Icahn filed proxy materials seeking support for his nominees.
• On May 7, 2018, Fir Tree reduced its stake to 4.7% from 8.2% in November 2017.
• On May 4, 2018, the company disclosed that the Board will be expanded from five to seven directors (five incumbent nominees and two of Icahn’s nominees).
• On May 11, 2018, Carl Icahn stated that he has determined to expand his slate of nominees from five to seven and stated his belief that it is in the best interests of the company to elect all seven of his nominees. Therefore, he notified the company that he intends to nominate and seeks to elect two additional individuals to the Board at the 2018 annual meeting of stockholders. Source
• On May 17, 2018, Carl Icahn entered into a confidentiality agreement with the company with respect to Icahn’s evaluation of certain materials being made available in the process to evaluate strategic alternatives announced by the company in March 2018.
• On May 22, 2018, Carl Icahn engaged Matthew K. Grubb, former President and Chief Operating Officer of the company, as a consultant both in connection with the upcoming proxy contest to replace the entire Board and to explore strategic alternatives. On May 23, 2018, Carl Icahn issued an open letter to the stockholders regarding the engagement of Mr. Grubb.
• On May 25, 2018, Carl Icahn released a presentation titled, “The Case for New Leadership,” regarding the company. In his presentation, Icahn stated that the company trades at a ~45% discount.
• On May 31, 2018, Carl Icahn sent a letter to shareholders urging them to vote FOR his nominees, AGAINST the Board’s proposal to entrench themselves by ratifying and extending the massively dilutive poison pill, and AGAINST the Board’s proposal to approve the company’s egregious executive compensation.
• On June 4, 2018, Carl Icahn released an open letter to stockholders reiterating his proposals.

Proxy Firm Recommendations

ISS Recommendation

• Vote FOR four of the company’s director nominees.
• Vote FOR three of Icahn’s nominees.
• AGAINST two current Icahn employees.
• WITHHOLD votes from SandRidge director Kenneth Beer.Source

Glass Lewis Recommendation

• Vote FOR three of Icahn’s nominees.
• WITHHOLD votes from SandRidge Chairman Michael Bennett.
• Vote AGAINST the Board’s proposal to ratify and extend the massively dilutive poison pill.
• Vote AGAINST the Board’s proposal to approve egregious executive compensation.Source

• On June 14, 2018, Carl Icahn released an open letter to the stockholders urging them to vote for his nominees and proposals.At the AGM held on June 19, 2018, shareholders elected four of Icahn’s seven-person slate and two nominees put forth by the company. The company later said it reached an agreement with Icahn to expand the Board to eight members, appointing an existing director and a fifth Icahn nominee. The company’s poison pill and executive compensation plan were rejected by shareholders.