Chesapeake's McClendon To Relinquish Chairman Role
First Published Tuesday, 1st May 2012 02:42 pm - © 2012 Dow Jones
--Chesapeake board moves to separate chairman, CEO roles amid investor criticism
--McClendon agreed with the move, board says
--Chesapeake shares soar
(Updates with new details, analyst and shareholder comment and fresh share price)
By Angel Gonzalez and Ben Lefebvre
Of Dow Jones NEWSWIRES
Relenting to investor pressure, Chesapeake Energy Corp.'s (CHK) board and Chief Executive Aubrey McClendon agreed to separate the roles of CEO and chairman, and announced an early termination of a controversial participation program that gave McClendon stakes in thousands of oil and gas wells.
McClendon will remain as CEO, but he will relinquish his role as chairman to a yet-unnamed non-executive chairman.
The board intends to consider candidates "with no previous substantive relationship with Chesapeake," adding it will be soliciting input from major shareholders.
Shares soared more than 10% after the announcement and were trading up 6.51% at $19.64 in mid-morning trading.
The move comes after news reports revealed that McClendon used stakes acquired in the well participation program to borrow up to $1.4 billion, some of that amount from financial institutions that had done business with Chesapeake.
The news cost Chesapeake billions in market capitalization and gave fresh fuel to long-standing criticism that the board was giving McClendon too much power. Some analysts for a long time have warned that the company's financial structure and liquidity concerns could present a risk for shareholders; after the information about the loans came out, they heightened their calls for a reform of the board or even McClendon's ouster.
"Without the chairmanship, my guess is (McClendon's) influence over that board would be diminished," said Morningstar analyst Mark Hanson in a recent interview.
The well participation program had provided McCLendon with the right to participate and invest as a working interest owner of up to 2.5% in new wells. Chesapeake said Tuesday that McClendon will receive no compensation of any kind in connection with the contract's early termination.
"The board appreciates Aubrey's cooperation in these measures and has confidence in Chesapeake's future," said Merrill A. Miller Jr., Chesapeake's lead independent director.
The nine-member board includes a former Oklahoma senator, a former Oklahoma governor and the current president of Oklahoma State University. The only board members below the age of 60 are McClendon, the scion of a prestigious Oklahoma family, and Kathleen Eisbrenner, the board's first and only woman. All but two of the directors receive more than $550,000 a year from Chesapeake.
O. Mason Hawkins, head of Southeastern Asset Management, the largest holder of Chesapeake shares, said in the Chesapeake release that his firm is "pleased that the Board has listened to our input."
"Aubrey was right to recognize that these actions are in the best interests of the Company and its shareholders," Hawkins said.
Chesapeake's aggressive push to develop gas and oil from shale rocks has helped create a U.S. energy boom. It and other companies have been so successful at finding natural gas that the price of the fuel recently hit a 10-year low. But low natural-gas prices have pushed Chesapeake's share price down 45% over the past year, as have concerns about corporate governance, debt and financial complexity.
-By Angel Gonzalez and Ben Lefebvre, Dow Jones Newswires; 713-547-9214; firstname.lastname@example.org
--Mia Lamar contributed to this article