Chesapeake need not delay annual meeting: judge

Wed Jun 6, 2012 7:54pm EDT

(Reuters) - Chesapeake Energy Corp (CHK.N) need not delay its scheduled annual meeting on Friday to allow shareholders more time to investigate the financial dealings of the natural gas company's embattled chief executive, Aubrey McClendon, a federal judge ruled.

Chief Judge Vicki Miles-LaGrange of the U.S. District Court in Oklahoma City on Wednesday said shareholders who sought a postponement did not show they would suffer "irreparable injury" if the meeting were held as scheduled.

She noted that shareholders could later ask that votes taken at the meeting be voided and rescheduled if Chesapeake had withheld material information from its proxy filings. The judge also said the U.S. Securities and Exchange Commission's approval of Chesapeake's filings deserved "some weight."

Many shareholders have expressed anger about what they consider poor corporate governance and high executive pay at Chesapeake, which has been under pressure to sell assets to reduce debt as falling natural gas prices weigh on profit.

Shareholders said delaying the annual meeting was necessary so they could learn more about McClendon's compensation and details about his loans to finance his investments in company wells, which they said suggest a conflict of interest.

Chesapeake countered that shareholders already had abundant information about McClendon's participation in and financing for the Founder Well Participation Program (FWPP) from proxy filings and media reports. It also said his pay was not on the ballot.

Matthew Houston, a lawyer for the shareholders, did not immediately respond to a request for comment.

"We believe the judge made the correct decision and look forward to holding our annual shareholder meeting as scheduled," Chesapeake spokesman Michael Kehs said in an e-mailed statement.

Separately, Chesapeake is in late-stage talks to sell nearly all its pipeline assets to Global Infrastructure Partners for more than $4 billion, a person familiar with the matter said.

The Oklahoma City-based company's shares rose 7.1 percent on Wednesday amid reports about that proposed sale, which could help close a $9 billion to $10 billion funding shortfall.

CEO PLEDGED WELL STAKES

Chesapeake, its board and McClendon have been under scrutiny since Reuters reported in April that McClendon had pledged personal stakes in thousands of company wells as collateral for more than $1 billion of loans.

McClendon also ran a $200 million hedge fund from his office and has been allowed to profit when his oil and gas interests are sold alongside Chesapeake's, Reuters has reported.

On Monday, Chesapeake agreed to revamp its board and replace four of nine directors with appointees chosen by Southeastern Asset Management and activist investor Carl Icahn, who own respective 13.6 percent and 7.6 percent stakes.

The board would then choose a new independent chairman to succeed McClendon, who would remain chief executive.

McClendon also agreed last month to end the FWPP earlier than planned. That program allows him to buy a 2.5 percent stake in every well that Chesapeake drills.

In Wednesday trading, Chesapeake shares closed up $1.21 at $18.21 on the New York Stock Exchange. The shares traded at $19.12 before the first Reuters report on April 18, and had fallen as low as $13.32 on May 17. Their 52-week high is $35.75 set last August.

The case is Deborah G. Mallow IRA SEP Investment Plan v. McClendon et al, U.S. District Court, Western District of Oklahoma, No. 12-00436.

(Reporting By Jonathan Stempel in New York; Additional reporting by Michael Erman and Phil Wahba; editing by Bernard Orr and Andre Grenon)