Friday, May 11, 2012

Chesapeake's Proxy: Putting Lpstick on a Pig (CHK)

I was reading the proxy this afternoon and actually laughed out loud. .Aficionado of such things have to see it, a keeper among Forms 14A.

Here's Footnoted with the highlights:
Putting lipstick on the pig at Chesapeake…
We were going to write about something else this morning, but then Chesapeake Energy (CHK), which as footnoted regulars know is something of a frequent flyer here, decided to file its proxy statement, so we quickly changed plans.

While the company did file a preliminary proxy on April 20, there’s a lot that’s happened since then, including a series of blistering articles led by Reuters reporters Brian Grow and Anna Driver on a whole host of problems at the company that eventually led to the board deciding to separate the Chairman and CEO position as well as a public apology by CEO Aubrey McClendon during the company’s first quarter conference call.
As a result, the proxy that was filed today starts off like this with a letter signed by both McClendon and lead independent director Pete Miller, Jr.:
As you know, the past month has been a challenging time for our company. The enormous scrutiny of Chesapeake has created distraction in the marketplace. On behalf of the Board of Directors, we would like to take this opportunity to emphasize the Board’s continued commitment to serving the interests of our shareholders and improving corporate governance.
Talk about stating the obvious. But wait, there’s more! The letter goes on to talk about the various steps that the board has taken to make it at least appear as if McClendon isn’t calling all of the shots and using the company like a personal piggy bank.

Chesapeake also seems to have invested in a graphic designer to make this year’s proxy a lot prettier than last years‘ version. For example, there’s a graph on pg. 2 that helpfully shows just how underpaid McClendon is in relation to other CEOs at energy companies (as my grandfather used to say, my piles are bleeding for him). Talk about data visualization!

On pg. 5, it’s all about the environment with a pull-out quote that says “Chesapeake is leading the way to American energy independence” (although it’s not clear who is being quoted). Still, how could any shareholder possibly find fault with that? There’s also extensive bios on the directors, complete with smiling color pictures — something that also wasn’t in last year’s version of the proxy....MORE
HT: Abnormal Returns