June 19, 2018 / 2:47 PM / 2 months ago

Activist Icahn gains control of board in proxy fight at SandRidge Energy

OKLAHOMA CITY (Reuters) - Activist investor Carl Icahn on Tuesday won a battle for control of SandRidge Energy, taking five seats on the board of the U.S. shale producer that he wants to sell.

FILE PHOTO: Billionaire activist-investor Carl Icahn gives an interview on FOX Business Network's Neil Cavuto show in New York, U.S., February 11, 2014. REUTERS/Brendan McDermid/File Photo

Shareholders elected four of Icahn’s seven-person slate and two nominees put forth by the Oklahoma City, Oklahoma oil and gas company, according to a preliminary tally, with another position deemed too close to immediately call.

The company later said it struck an agreement with the investor to expand the board to eight members, appointing an existing director and a fifth Icahn nominee.

“We look forward to working together in a constructive manner as we execute our plan and continue our strategic review process to maximize value for all SandRidge shareholders,” it said.

The company’s poison pill and executive compensation plan were rejected by shareholders, another victory for Icahn, who had urged a “no” vote for both.

Icahn, who owns a 13.6 percent stake in the company, launched a fight for control of the board this year, arguing directors overpaid company executives, signed off on a costly deal that was later withdrawn and failed to pursue a February takeover proposal.

Icahn did not reply to a request for comment and a representative of the billionaire investor attending the meeting declined to comment.

SandRidge’s former chief executive and finance chief were ousted earlier this year as Icahn criticized management, and its board said it would conduct a strategic review that included a sale of some or all of the company.

The company expanded its board, offering two new seats on it to the billionaire investor, but Icahn said he did not trust the existing board to manage a sale and nominated his own slate to replace them.

SandRidge had argued Icahn wants to gain control of the company on the cheap by disrupting its directors’ review of a sale of assets or the entire company.

Institutional Shareholder Services and Glass Lewis & Co, two firms that issue proxy recommendations, each backed four of SandRidge’s board nominees. Both urged holders to vote against the company’s poison pill and its executive compensation plan.

Icahn last year challenged SandRidge’s $746 million deal for rival Bonanza Creek Energy Inc, forcing it to back away from a purchase he called too expensive and designed to benefit the company’s management at the expense of shareholders.

Shareholders elected Jonathan Christodoro, John Lipinski, Bob Alexander and Randolph Read from Icahn’s slate. They also approved existing SandRidge directors Sylvia Barnes and William Griffin Jr. The settlement added Icahn nominee Jonathan Frates and existing director David Kornder.

Reporting by Heide Brandes in Oklahoma City and additional reporting by Rishika Chatterjee in Bengaluru; Writing by Gary McWilliams; Editing by Bernadette Baum and Cynthia Osterman

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