Chesapeake shareholder won't back board nominees
* Canadian fund to withhold vote to re-elect 3 directors
* Latest sign of discontent with CEO Aubrey McClendon
* Chesapeake shares fall 1.55 pct to $22.92
NEW YORK, June 8 (Reuters) - A major shareholder in Chesapeake Energy Corp (CHK.N) fired another blast at the gas producer on Monday, saying it would withhold its vote to re-elect directors because of bonuses paid to Chief Executive Aubrey McClendon.
The move was the latest sign of shareholder discontent with McClendon, who was the highest-paid executive in the United States last year despite the steep drop in Chesapeake's share price and worries that it had taken on too much debt buying properties.
The Ontario Teachers Pension Plan, which had $87.4 billion in total assets and owned 1.1 million Chesapeake shares at the end of 2008, filed a lawsuit against Chesapeake last month after the company awarded McClendon a $75 million bonus payment and agreed to buy a collection of historical maps from him for $12.1 million.
The Canadian fund cited recommendations from proxy firm Glass Lewis & Co in its decision to withhold re-election votes for three directors.
"It appears to us that many aspects of Mr. McClendon's compensation arrangements for 2008 were designed to soften the blow of his personal losses rather than link pay with performance," Glass Lewis said in its recommendation to shareholders.
Chesapeake's shareholder meeting is scheduled for Friday.
McClendon, who founded the company and is one of the industry's most visible proponents of natural gas, was forced to sell 94 percent of his Chesapeake shares amounting to 6 percent of its outstanding stock last year to meet margin calls.
The lawsuit also contends that Chesapeake admitted in response to a Securities and Exchange Commission inquiry that McClendon's bonus and new contract were motivated by the margin calls, and that three other directors sold $5.2 million in stock shortly before McClendon's cash problems were disclosed.
Chesapeake declined to comment on the statement from the Ontario Teachers Pension Fund, and referred to earlier statements that cited McClendon's "extraordinary contribution" to the company deals that added $10 billion in "intrinsic value" to the company.
McClendon's bonus was linked to provisions that give him 5 percent ownership of the company's wells, but require him to help fund their development.
Chesapeake's stock has jumped 40 percent so far this year, but remains far below its peak from 2008, when it shed 60 percent of its value, far worse than the 35 percent drop in the American Stock Exchange's natural gas companies index .XNG.
Earlier on Monday, Indigo Minerals LLC said it had bought gas assets worth $218 million from Chesapeake. [ID:nWNAB7511]
Shares of Chesapeake were down 36 cents or 1.6 percent at $22.92 late on Monday on the New York Stock Exchange. (Reporting by Matt Daily; editing by Matthew Lewis)
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