DEFA14A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

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Soliciting Material Pursuant to §.240.14a-12

CHESAPEAKE ENERGY CORPORATION

 

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Shareholders to be Held on May 20, 2016.

 

CHESAPEAKE ENERGY CORPORATION

 

 

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6100 NORTH WESTERN AVENUE

OKLAHOMA CITY, OK 73118

 

 

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Meeting Information
Meeting Type:  

Annual Meeting

For holders as of:  

March 21, 2016

Date: May 20, 2016

 

            Time: 10:00 A.M. Central Time

Location:  

Chesapeake Energy Corporation

 

Building 12

 

6100 North Western Avenue

 

Oklahoma City, OK 73118

 

You are receiving this communication because you hold shares in the company named above.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com, scan the QR Code on the reverse side, or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

 

See the reverse side of this notice to obtain proxy materials and voting instructions.

 


 

Before You Vote

     
   

How to Access the Proxy Materials

 

     
                 
    Proxy Materials Available to VIEW or RECEIVE:        
   

 

NOTICE AND PROXY STATEMENT      ANNUAL REPORT

     
   
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Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor.

 

Please make the request as instructed above on or before May 6, 2016 to facilitate timely delivery.

 

     
  How To Vote

    Please Choose One of the Following Voting Methods

 

 

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Vote By Internet: Go to www.proxyvote.com or, from a tablet or smartphone, scan the QR Code above. Have the 16-digit number that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 

     
     

Vote In Person: Please review the proxy materials for information on what you will need to bring to be admitted to the meeting. You will need valid picture identification and an admission ticket to be admitted. To request and print tickets, have the 16-digit number that is printed in the box marked by the arrow LOGO (located on the following page) available, then access Shareholder Meeting Registration at www.proxyvote.com, and follow the instructions provided. At the meeting, you will need to request a ballot to vote these shares.

 

     
         
   

    

     
   

    

     
   

    

     


Voting Items  

The Board of Directors recommends a vote FOR the election of all director nominees.

 

  1. Election of Directors

 

  1a. Archie W. Dunham

 

  1b. Vincent J. Intrieri

 

  1c. Robert D. Lawler

 

  1d. John J. Lipinski

 

  1e. R. Brad Martin

 

  1f. Merrill A. “Pete” Miller, Jr.

 

  1g. Kimberly K. Querrey

 

  1h. Thomas L. Ryan

Company Proposals - The Board of Directors recommends a vote FOR Proposals 2-5.

 

2. To approve an amendment to our Restated Certificate of Incorporation to increase the number of authorized shares of common stock.

 

3. To approve an amendment to our 2014 Long-Term Incentive Plan.

 

4. To approve on an advisory basis our named executive officer compensation.

 

5. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016.

Shareholder Proposals - The Board of Directors recommends a vote AGAINST Proposals 6 and 7.

 

6. Policy on using proved reserves metrics to determine incentive compensation.

 

7. Lobbying activities and expenditures report.

 

8. In its discretion, upon such other matters that may properly come before the meeting or any adjournment or postponement thereof.
 

 

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