Hess CEO to Step Down As Board Chairman

Hess Corp. said Chief Executive John Hess will step down as board chairman, a move to address criticism of its board days before shareholders choose five new directors from rival slates backed by the company and a dissident investor.

The New York-based energy company said John Krenicki, former vice chairman of General Electric Co. (GE) and one of its nominees to the board, will serve as non-executive chairman if all five of Hess's nominees are elected.

If shareholders elect one or more directors backed by hedge fund Elliott Management Corp., the new board would pick an independent chairman. The election will take place at the company's annual meeting in Houston on May 16.

Mr. Hess, 58, would remain CEO and a director on the 14-member board and supports the move, the company said. Since 1978, he has served as a director of the company his father founded in 1933.

The move is a reversal for Hess, which had until now opposed a shareholder proposal to separate the roles of chairman and CEO.

A spokesman for Elliott said stripping Mr. Hess of the chairman role "is a reaction to the shareholder vote currently underway."

John Mullin, currently Hess's lead independent director, said the company has heard from shareholders who want the board to exercise more oversight of its executives.

"Our corporate governance structure should have been improved sooner," Mr. Mullin said in a statement.

Fadel Gheit, an energy analyst at Oppenheimer & Co., said the company has taken shareholder criticism seriously and views splitting the chairman and CEO roles as a positive step.

"Basically, we're close to the finish line and they want to do whatever it takes" to get their nominees elected, he said of Hess.

Elliott, a hedge fund that owns about 4.52% of Hess' shares, argues the board sat by while management pursued costly and ineffective strategies that have eroded the company's value. Hess retorts it is on track to transform itself into a more profitable company focused exclusively on exploring for and producing oil and gas.

Hess has criticized Elliott's agreement to pay its successful nominees a bonus in addition to their board fees. The hedge fund has contracted to pay them $30,000 for every percentage point Hess stock outperforms a group of peers over three years, which Hess says compromises the independence of directors and rewards a strategy to boost its stock in the short term.

Elliott's nominees deny the arrangement would affect their independence. Elliott has defended the compensation plan as key to reversing Hess's weak stock performance.

Proxy advisory firms Institutional Shareholder Services and Glass Lewis have recommended shareholders vote in favor of Elliott's nominees, while Egan-Jones has backed Hess's director candidates. In the wake of Friday's announcement, ISS is considering whether to alter its recommendations, according to a person familiar with the situation.

Anna Prior contributed to this report

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Hess Continues Push for Board Nominees in Proxy Fight

Hess Corp. stepped up an ongoing push for its director nominees Monday after two proxy advisory firms last week recommended shareholders back the board slate put forth by dissident holder Elliott Management Corp.

Hess's five director nominees released a letter to shareholders defending their role, while Hess separately accused proxy advisory firm Institutional Shareholder Services Inc. of having an "institutional bias toward activist shareholders," an allegation the firm denied.

The proxy battle between the oil company and Elliott, a hedge fund that owns about 4.52% of Hess's shares, has gone on for months.

Elliott has argued Hess's board has sat by, allowing management to pursue costly and ineffective strategies that have eroded the company's value. Meanwhile, Hess has said it is on track to transform itself into a more focused exploration and production company, and Elliott is pursuing a destructive and flawed plan to break up the company.

Hess shareholders will vote on the board composition at the annual meeting May 16 in Houston.

In Monday's letter, the Hess nominees solicited the support of shareholders, saying Elliott's characterization that Hess's board members are required to support the company's strategic plan as a precondition for serving on the board "is simply false."

In response, Elliott Management called Hess's plea "desperate," adding, "rather than address the real operational and governance issues that have plagued the company for nearly two decades, Hess has decided to attack the independent shareholder advisory services."

Meanwhile, Hess said ISS has "adopted a pervasive policy of bias in favor of the activist," citing a recent New York Times survey that shows the advisory firm has backed the insurgent slate in 73% of cases so far in 2013.

Hess cited prior proxy contests in which ISS has backed the insurgent slate, including battles between AOL Inc. and Starboard Value LP, Motorola Solutions Inc. and Carl Icahn, Actelion Ltd. and Elliott, and Target Corp. and Pershing Square Capital Management.

ISS disputed the charge, saying it has recommended shareholders vote in favor of management nominees in 45% of cases since 2011 and only fully backed a board slate from a dissident shareholder in 12% of circumstances.

In its report last week, ISS cited the company's "significant underperformance," and what it said are signs that the board's "new-found attentiveness to the business is a response to the proxy contest," adding Hess's transformation appears to have occurred only on the surface and a slate of board members already aligned with the company's management isn't in the best position to oversee the company.

Two other proxy firms have weighed in. Glass Lewis & Co. on Wednesday sided with the dissidents, concluding that while the shift toward becoming a pure exploration and production company may be the right one, "we find little cause to suggest that the current board is best suited to oversee that change."

Egan-Jones Proxy Services, however, said Hess's efforts at transformation are translating into lower spending and driving production growth, and the dissidents haven't offered a persuasive strategy.

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Hess Continues Push for Board Nominees in Proxy Fight

Hess Corp. stepped up an ongoing push for its director nominees Monday after two proxy advisory firms last week recommended shareholders back the board slate put forth by dissident holder Elliott Management Corp.

Hess's five director nominees released a letter to shareholders defending their role, while Hess separately accused proxy advisory firm Institutional Shareholder Services Inc. of having an "institutional bias toward activist shareholders," an allegation the firm denied.

The proxy battle between the oil company and Elliott, a hedge fund that owns about 4.52% of Hess's shares, has gone on for months.

Elliott has argued Hess's board has sat by, allowing management to pursue costly and ineffective strategies that have eroded the company's value. Meanwhile, Hess has said it is on track to transform itself into a more focused exploration and production company, and Elliott is pursuing a destructive and flawed plan to break up the company.

Hess shareholders will vote on the board composition at the annual meeting May 16 in Houston.

In Monday's letter, the Hess nominees solicited the support of shareholders, saying Elliott's characterization that Hess's board members are required to support the company's strategic plan as a precondition for serving on the board "is simply false."

In response, Elliott Management called Hess's plea "desperate," adding, "rather than address the real operational and governance issues that have plagued the company for nearly two decades, Hess has decided to attack the independent shareholder advisory services."

Meanwhile, Hess said ISS has "adopted a pervasive policy of bias in favor of the activist," citing a recent New York Times survey that shows the advisory firm has backed the insurgent slate in 73% of cases so far in 2013.

Hess cited prior proxy contests in which ISS has backed the insurgent slate, including battles between AOL Inc. and Starboard Value LP, Motorola Solutions Inc. and Carl Icahn, Actelion Ltd. and Elliott, and Target Corp. and Pershing Square Capital Management.

ISS disputed the charge, saying it has recommended shareholders vote in favor of management nominees in 45% of cases since 2011 and only fully backed a board slate from a dissident shareholder in 12% of circumstances.

In its report last week, ISS cited the company's "significant underperformance," and what it said are signs that the board's "new-found attentiveness to the business is a response to the proxy contest," adding Hess's transformation appears to have occurred only on the surface and a slate of board members already aligned with the company's management isn't in the best position to oversee the company.

Two other proxy firms have weighed in. Glass Lewis & Co. on Wednesday sided with the dissidents, concluding that while the shift toward becoming a pure exploration and production company may be the right one, "we find little cause to suggest that the current board is best suited to oversee that change."

Egan-Jones Proxy Services, however, said Hess's efforts at transformation are translating into lower spending and driving production growth, and the dissidents haven't offered a persuasive strategy.

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Proxy Firm Sides With Dissidents in Battle For Hess Board Seats

HOUSTON--Proxy advisory firm ISS said Friday it is recommending shareholders vote for directors nominated by a dissident Hess Corp. (HES) investor, delivering a blow to the oil company's incumbent board less than two weeks before its annual meeting.

The move is the latest in a months-long proxy contest between Hess and Elliott Management Corp., a hedge fund that owns about 4.52% of the company's shares. ISS's opinion is weighty in a conflict that has come down to a referendum on the credibility of Hess's management and on the motivations and independence of nominees put forward by the fund.

Elliott argues that Hess's board sat by as the company has zigged and zagged, allowing management to pursue costly and ineffective strategies that have eroded the company's value. Hess says it is on track to transforming itself into a more focused exploration and production company, and that Elliott is pursuing a destructive and flawed plan to break up the company. New York-based Hess will hold its annual meeting May 16 in Houston.

Citing the company's "significant underperformance," and what it said are signs that the board's "new-found attentiveness to the business is a response to the proxy contest," ISS said that Hess's transformation appears to have occurred only on the surface, and that a slate of board members already aligned with the company's management isn't in the best position to oversee the company.

Hess has argued that Elliott's nominees will be beholden to the hedge fund and its proposal to split Hess into two companies, because Elliott has offered to pay bonuses based on how Hess's shares perform compared to its peers. But ISS said the dissident nominees have not committed to the break-up plan and that their independence from the company's management is what is needed in Hess's boardroom.

In a strongly-worded response, Hess said ISS's analysis was "flawed and shoddy" and accused the firm of breaching its duty to its clients.

"At a time that we are delivering real value, blindly following ISS's recommendations introduces an irresponsible level of risk for Hess shareholders," the company wrote.

Two other proxy firms have weighed in. Glass Lewis and Co. on Wednesday sided with the dissidents, concluding that while the shift toward becoming a pure exploration and production company may be the right one, "we find little cause to suggest that the current board is best suited to oversee that change."

Egan-Jones Proxy Services, however, said that Hess's efforts at transformation are translating into lower spending and driving production growth, and that the dissidents haven't offered a persuasive strategy.

"We strongly believe that the management and the Board has clearly demonstrated and executed its plans of transformation for the Company," Egan-Jones wrote.

Hess shares rose 2.23% Friday morning to $73.81.

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Proxy Firm Sides With Dissidents in Battle For Hess Board Seats

HOUSTON--Proxy advisory firm ISS said Friday it is recommending shareholders vote for directors nominated by a dissident Hess Corp. (HES) investor, delivering a blow to the oil company's incumbent board less than two weeks before its annual meeting.

The move is the latest in a months-long proxy contest between Hess and Elliott Management Corp., a hedge fund that owns about 4.52% of the company's shares. ISS's opinion is weighty in a conflict that has come down to a referendum on the credibility of Hess's management and on the motivations and independence of nominees put forward by the fund.

Elliott argues that Hess's board sat by as the company has zigged and zagged, allowing management to pursue costly and ineffective strategies that have eroded the company's value. Hess says it is on track to transforming itself into a more focused exploration and production company, and that Elliott is pursuing a destructive and flawed plan to break up the company. New York-based Hess will hold its annual meeting May 16 in Houston.

Citing the company's "significant underperformance," and what it said are signs that the board's "new-found attentiveness to the business is a response to the proxy contest," ISS said that Hess's transformation appears to have occurred only on the surface, and that a slate of board members already aligned with the company's management isn't in the best position to oversee the company.

Hess has argued that Elliott's nominees will be beholden to the hedge fund and its proposal to split Hess into two companies, because Elliott has offered to pay bonuses based on how Hess's shares perform compared to its peers. But ISS said the dissident nominees have not committed to the break-up plan and that their independence from the company's management is what is needed in Hess's boardroom.

In a strongly-worded response, Hess said ISS's analysis was "flawed and shoddy" and accused the firm of breaching its duty to its clients.

"At a time that we are delivering real value, blindly following ISS's recommendations introduces an irresponsible level of risk for Hess shareholders," the company wrote.

Two other proxy firms have weighed in. Glass Lewis and Co. on Wednesday sided with the dissidents, concluding that while the shift toward becoming a pure exploration and production company may be the right one, "we find little cause to suggest that the current board is best suited to oversee that change."

Egan-Jones Proxy Services, however, said that Hess's efforts at transformation are translating into lower spending and driving production growth, and that the dissidents haven't offered a persuasive strategy.

"We strongly believe that the management and the Board has clearly demonstrated and executed its plans of transformation for the Company," Egan-Jones wrote.

Hess shares rose 2.23% Friday morning to $73.81.

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Chevron's Board to Cut Compensation for Executives Due to Safety Issues

Chevron Corp.'s board is cutting compensation for its chief executive and other top executives in the wake of a string of accidents and other operational problems since late 2011, according to people familiar with the matter.

Chevron's board on Wednesday trimmed equity awards by 11% and bonuses by at least 10% for Chairman and CEO John S. Watson and several other executives, one of the people said.

"When things go poorly, the pay should reflect it," this person said. The directors "absolutely want to deliver a message to management."

Chevron has been performing well financially. But in February, the company disclosed it reduced the number of stock-options and performance shares awarded to Mr. Watson from last year, without revealing the bonus cuts or explaining the cause of the reductions. Mr. Watson's 2012 compensation package was valued at $24.7 million, about half of which came from equity grants awarded the previous year.

The same equity awards, which are tied to how Chevron's stock performs, were reduced for four other top executives, according to filings with the U.S. Securities and Exchange Commission.

Lloyd Avram, a spokesman for the company, said the board was still meeting.

"The company does not have a comment to provide until such time as the board meeting has concluded," he said.

Unlike other oil companies criticized in recent years for lavishly rewarding top brass, Chevron's executive pay practices have not prompted controversy among shareholders. An advisory vote on its compensation for 2012 was supported by 95% of votes cast at Chevron's annual meeting last year.

The San Ramon, Calif.-based energy giant has been leading its peers in profit and stock performance; shares are up 12% this year, outperforming larger rival Exxon Mobil Corp., and its $233 billion stock-market value recently topped that of Royal Dutch Shell PLC.

But Chevron has also suffered a string of operational setbacks since late 2011. Oil leaks from the seafloor at its Frade field off the Brazilian coast in November 2011 and March 2012 led the company to halt production there, forfeiting daily production of 29,000 barrels of oil and its equivalent in natural gas. The field has yet to restart and Chevron is still fighting the resulting legal quagmire.

In January 2012, a drilling rig in Nigeria operated by a Chevron subsidiary exploded, resulting in two deaths. And in August 2012, a huge fire broke out at its Richmond refinery after a badly corroded pipe ruptured. A state agency said in January it would seek fines totaling nearly $1 million for the incident.

Safety has become critical for oil companies operating under increasingly tough regulatory scrutiny, a concern heightened by the 2010 BP PLC Gulf of Mexico oil spill.

Mr. Watson earlier this month touted Chevron's safety performance to analysts in New York, saying that its 250,000 employees had a total of 70 injuries that required them to miss a day of work last year.

"That's not just the best in the industry, it's world-class performance," he said, adding that the company still had room to improve.

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Chevron's Board to Cut Compensation for Executives Due to Safety Issues

Chevron Corp.'s board is cutting compensation for its chief executive and other top executives in the wake of a string of accidents and other operational problems since late 2011, according to people familiar with the matter.

Chevron's board on Wednesday trimmed equity awards by 11% and bonuses by at least 10% for Chairman and CEO John S. Watson and several other executives, one of the people said.

"When things go poorly, the pay should reflect it," this person said. The directors "absolutely want to deliver a message to management."

Chevron has been performing well financially. But in February, the company disclosed it reduced the number of stock-options and performance shares awarded to Mr. Watson from last year, without revealing the bonus cuts or explaining the cause of the reductions. Mr. Watson's 2012 compensation package was valued at $24.7 million, about half of which came from equity grants awarded the previous year.

The same equity awards, which are tied to how Chevron's stock performs, were reduced for four other top executives, according to filings with the U.S. Securities and Exchange Commission.

Lloyd Avram, a spokesman for the company, said the board was still meeting.

"The company does not have a comment to provide until such time as the board meeting has concluded," he said.

Unlike other oil companies criticized in recent years for lavishly rewarding top brass, Chevron's executive pay practices have not prompted controversy among shareholders. An advisory vote on its compensation for 2012 was supported by 95% of votes cast at Chevron's annual meeting last year.

The San Ramon, Calif.-based energy giant has been leading its peers in profit and stock performance; shares are up 12% this year, outperforming larger rival Exxon Mobil Corp., and its $233 billion stock-market value recently topped that of Royal Dutch Shell PLC.

But Chevron has also suffered a string of operational setbacks since late 2011. Oil leaks from the seafloor at its Frade field off the Brazilian coast in November 2011 and March 2012 led the company to halt production there, forfeiting daily production of 29,000 barrels of oil and its equivalent in natural gas. The field has yet to restart and Chevron is still fighting the resulting legal quagmire.

In January 2012, a drilling rig in Nigeria operated by a Chevron subsidiary exploded, resulting in two deaths. And in August 2012, a huge fire broke out at its Richmond refinery after a badly corroded pipe ruptured. A state agency said in January it would seek fines totaling nearly $1 million for the incident.

Safety has become critical for oil companies operating under increasingly tough regulatory scrutiny, a concern heightened by the 2010 BP PLC Gulf of Mexico oil spill.

Mr. Watson earlier this month touted Chevron's safety performance to analysts in New York, saying that its 250,000 employees had a total of 70 injuries that required them to miss a day of work last year.

"That's not just the best in the industry, it's world-class performance," he said, adding that the company still had room to improve.

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EPA Advisory Board Forms Panel to Peer Review Hydraulic Fracturing

The Environmental Protection Agency (EPA) has formed the Hydraulic Fracturing Research Advisory panel, consisting of an independent body to peer-review the agency’s research on hydraulic fracturing and its potential impact on drinking water resources.

"Serious concerns have been raised by citizens and their representatives about the potential impact of hydraulic fracturing on drinking water, human health and the environment,” EPA said on their website. “These concerns demand further study."

The Hydraulic Fracturing Research Advisory Panel, made up of 31 nationwide academics and experts, was created by EPA’s Science Advisory Board (SAB) to review a congressionally ordered 2014 draft report looking at the potential health impacts of hydraulic fracturing on drinking water resources.

EPA said it will conduct research using the best available science through independent sources of information, and will conduct the study in consultation with others using a transparent, peer-reviewed process. Furthermore, EPA noted that this study is intended to both provide the data where there is a lack of adequate information and to contribute to resolving scientific uncertainties.

In March 2010, EPA announced that Congress directed the organization to conduct the study. The draft study plan was submitted to EPA’s Science Advisory Board (SAB) for review in March 2011 with a final draft report expected for release for public comment and peer review in late 2014.

"Our final report on the potential impacts of hydraulic fracturing on drinking water resources must be based on sound science and take into account the latest practices being used by the industry,” Acting Administrator Bob Perciasepe said in a written statement. “We have worked to ensure that the study process be open and transparent throughout, and the SAB panel is another example of our approach of openness and scientific rigor."

The SAB sought public nominations of nationally and internationally recognized scientists and engineers having experience and expertise related to hydraulic fracturing in an August 2012 Federal Register notice.

SAB is scheduled to convene on May 7 and 8, 2013 to provide feedback from the panel members regarding EPA’s 2012 progress report on the study. The public will also have the opportunity to provide comments for the panel’s consideration, noted EPA.

With more than 10 years of journalism experience, Robin Dupre specializes in the offshore sector of the oil and gas industry. Email Robin at rdupre@rigzone.com.

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Atwood Oceanics Adds New Director to Board

Atwood Oceanics, Inc. announced the appointment of Jeffrey A. Miller to its Board of Directors. Mr. Miller currently serves as the Executive Vice President and Chief Operating Officer of Halliburton. Previously, Mr. Miller held a number of positions at Halliburton, including most recently as Senior Vice President of Global Business Development and Marketing, responsible for strategic account management, sales and marketing. He also served as Senior Vice President of Halliburton's Gulf of Mexico Region; Vice President of Halliburton's Baroid business line; Country Vice President for Indonesia; and Country Vice President for Angola. Prior to his service at Halliburton, Mr. Miller began his career with Arthur Andersen LLP. Mr. Miller holds a MBA from Texas A&M University, a BS – Agriculture and Business from McNeese State University and is a licensed Certified Public Accountant.

"Jeff brings valuable operational and business development experience to our company," commented George S. Dotson, chairman of the Board of Directors of Atwood Oceanics, Inc. "Jeff's extensive career with Halliburton includes various international assignments and a successful track record in building businesses, providing our Board with useful perspective and insight."

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Transocean Board Urges Rejection of Icahn Plan

Directors of Transocean Ltd. are urging shareholders to reject a campaign by activist investor Carl C. Icahn to increase the offshore-oil-rig company's dividend and name three new members to the board.

In a statement Sunday, Transocean's board described Mr. Icahn's demand that the company raise its annual dividend to $4 a share as shortsighted, saying it did not take into account the cyclical nature of the offshore-drilling business or its capital-intensive demands.

The board also criticized the new board members proposed by Mr. Icahn, who owns roughly 5.6% of Transocean's shares, saying the nominees lack the requisite energy-industry experience and were put forth because they are longtime employees or associates of the investor.

"The board believes Mr. Icahn is pursuing a highly flawed agenda focused exclusively on potentially generating temporary returns at the expense of the company's ability to operate successfully and create sustainable value over the long term," the board said in a statement.

Mr. Icahn made the demands for change in an open letter to shareholders and filings with the company earlier this month. Shareholders would vote on the proposals during the company's annual meeting, which is set for May 17.

Earlier this month, Transocean said it would reinstate its dividend at $2.24 a share after withdrawing it a year ago in the face of threats to its credit rating. The company also said it would repay about $1 billion in debt.

Mr. Icahn previously called the renewed dividend offer "meager" and said the company was making questionable financial choices by paying down low-interest debt and investing in projects with relatively low returns.

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Noble Adds Tenth Board Member

Noble Energy, Inc. announced Friday that its Board of Directors elected Molly K. Williamson to its board, increasing the number of directors to ten.

Ms. Williamson is currently a scholar at the Middle East Institute in Washington, D.C. following an extensive and distinguished career in the U.S. government. She has held a unique combination of policy and leadership positions in the State Department and other cabinet departments where she specialized in Middle East policy and diplomacy. Her foreign appointments included serving as Consul General and Chief of Mission in Jerusalem. In addition to the State Department, she also held senior positions in the departments of Commerce, Defense and Energy. She lectures frequently at Johns Hopkins University and Georgetown University on U.S. foreign policy, energy and environmental policy and international demographics. She holds both M.A. and B.A. degrees, each with highest honors, from the University of Maryland.

"On behalf of Noble Energy's board, we are pleased to welcome Ms. Williamson to the Noble Energy team. Molly's unique international and foreign policy experience and perspectives will be invaluable to our company's global growth and success," Noble Energy's Chairman and CEO Charles D. Davidson commented.

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SandRidge Agrees to Either Fire CEO or Give TPG-Axon Control of Board

SandRidge Energy Inc. agreed to fire its chief executive or give control of its board to an activist shareholder, settling a closely watched proxy battle amid an outbreak of investor unrest in the oil patch.

SandRidge, an oil-and-gas producer with a stock-market value of about $3 billion, immediately appointed four directors to its board who were nominated by hedge fund TPG-Axon Capital Management LP, which owns 7.3% of its shares.

The company, which is based in Oklahoma City, Okla., said Wednesday that it would review its strategy, costs and certain transactions with entities controlled by relatives of Tom Ward, its chairman and chief executive. The company also cut directors' annual pay to $250,000 from $375,000.

Mr. Ward's prospects of retaining his job appeared to dim. SandRidge said it would decide whether to fire him by the end of June; if he remains, three incumbent directors would resign and TPG-Axon would get another seat on the board, giving the hedge fund, which has repeatedly called for Mr. Ward's ouster, majority representation.

"We believe these actions open a new chapter for SandRidge," its lead independent director, Jeffrey Serota, said in a statement.

A SandRidge spokesman said Mr. Ward had no comment.

In what SandRidge said was a separate development, Matthew Grubb, its president and chief operating officer, said he would resign.

The company's shares jumped sharply late Wednesday afternoon, but ended 4 p.m. EDT trading on the New York Stock Exchange little changed at $5.85, up two cents.

Dinakar Singh, TPG-Axon's founder, said, "We all believe that SandRidge has tremendous asset value, and we expect that the company will relentlessly focus on growing and realizing that value through a particular focus on execution and efficiency."

"Score one for the activists," said Mark Hanson, a Morningstar Inc. analyst.

TPG-Axon and another large shareholder, Mount Kellett Capital Management LP, have questioned SandRidge's transactions with entities controlled by Mr. Ward and his family. SandRidge said Wednesday that a board review of the transactions hadn't found any improper conduct by Mr. Ward, but that it would examine the issue further with the help of a law firm.

The proxy battle is the latest case of a shareholder shaking up the board of an energy-industry company, as activists demand better stock performance and more-generous dividends from laggards. In January, Chesapeake Energy Corp. Chief Executive Aubrey McClendon agreed to step down by April after the company's biggest shareholders took control of the board.

Hess Corp. is tussling with hedge fund Elliott Management Corp., which is opposing the company-backed directors who are up for election with its own slate.

Investor Carl Icahn, who agitated for change at Chesapeake, is now demanding that offshore driller Transocean Ltd. increase its dividend to $4 a share, up from the $2.24 the company plans to pay.

TPG-Axon took aim at SandRidge in November, pointing to poor stock performance and rich executive pay. It also demanded the ouster of Mr. Ward, who founded the company in 2006 after leaving Chesapeake, which he co-founded with Mr. McClendon in 1989.

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SandRidge Agrees to Either Fire CEO or Give TPG-Axon Control of Board

SandRidge Energy Inc. agreed to fire its chief executive or give control of its board to an activist shareholder, settling a closely watched proxy battle amid an outbreak of investor unrest in the oil patch.

SandRidge, an oil-and-gas producer with a stock-market value of about $3 billion, immediately appointed four directors to its board who were nominated by hedge fund TPG-Axon Capital Management LP, which owns 7.3% of its shares.

The company, which is based in Oklahoma City, Okla., said Wednesday that it would review its strategy, costs and certain transactions with entities controlled by relatives of Tom Ward, its chairman and chief executive. The company also cut directors' annual pay to $250,000 from $375,000.

Mr. Ward's prospects of retaining his job appeared to dim. SandRidge said it would decide whether to fire him by the end of June; if he remains, three incumbent directors would resign and TPG-Axon would get another seat on the board, giving the hedge fund, which has repeatedly called for Mr. Ward's ouster, majority representation.

"We believe these actions open a new chapter for SandRidge," its lead independent director, Jeffrey Serota, said in a statement.

A SandRidge spokesman said Mr. Ward had no comment.

In what SandRidge said was a separate development, Matthew Grubb, its president and chief operating officer, said he would resign.

The company's shares jumped sharply late Wednesday afternoon, but ended 4 p.m. EDT trading on the New York Stock Exchange little changed at $5.85, up two cents.

Dinakar Singh, TPG-Axon's founder, said, "We all believe that SandRidge has tremendous asset value, and we expect that the company will relentlessly focus on growing and realizing that value through a particular focus on execution and efficiency."

"Score one for the activists," said Mark Hanson, a Morningstar Inc. analyst.

TPG-Axon and another large shareholder, Mount Kellett Capital Management LP, have questioned SandRidge's transactions with entities controlled by Mr. Ward and his family. SandRidge said Wednesday that a board review of the transactions hadn't found any improper conduct by Mr. Ward, but that it would examine the issue further with the help of a law firm.

The proxy battle is the latest case of a shareholder shaking up the board of an energy-industry company, as activists demand better stock performance and more-generous dividends from laggards. In January, Chesapeake Energy Corp. Chief Executive Aubrey McClendon agreed to step down by April after the company's biggest shareholders took control of the board.

Hess Corp. is tussling with hedge fund Elliott Management Corp., which is opposing the company-backed directors who are up for election with its own slate.

Investor Carl Icahn, who agitated for change at Chesapeake, is now demanding that offshore driller Transocean Ltd. increase its dividend to $4 a share, up from the $2.24 the company plans to pay.

TPG-Axon took aim at SandRidge in November, pointing to poor stock performance and rich executive pay. It also demanded the ouster of Mr. Ward, who founded the company in 2006 after leaving Chesapeake, which he co-founded with Mr. McClendon in 1989.

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SandRidge Approves TPG-Axon Board Candidates

SandRidge Energy Inc. – which has faced criticism over its financial decisions and calls for CEO Tom Ward to resign and the board to be replaced – has approved the direct candidates proposed by investment firm TPG-Axon, the company reported Tuesday in a U.S. Securities and Exchange Commission filing.

The decision was made in response to Delaware Chancery Court Judge Leo E. Strine Jr.'s ruling that SandRidge's board of directors had violated its fiduciary duty to shareholders by refusing to approve TPG-Axon's slate of director nominees, and barred SandRidge from soliciting consent revocations until TPG-Axon's director nominees were approved.

"This is just the latest in a pattern of this board of putting their own interests ahead of the shareholders – this board simply has no shame," TGP-Axon Founder Dinakar Singh commented in a statement. "This is the second time during out solicitation that this Board has chosen to waste the Company's resources in a useless court battle in a desperate attempt to entrench themselves."

In early February, SandRidge's board decided it would hold off on approving TPG-Axon's director candidates, saying it believed that any change of control event under the Indentures, or legal document issued to lenders describing key terms of a bond offering, during current market conditions was not likely to have material consequences for SandRidge and its stockholders.

When SandRidge's board of directors initially reviewed the potential consequences of TPG-Axon's proposals to replace SandRidge's board of directors, certain potentially significant consequences were identified that could occur under SandRidge's indentures governing its senior notes, the company said in the filing. The company's board found that a change of control would require SandRidge to offer to repurchase its outstanding senior notes under the Indentures, in the absence of advance approval by the incumbent directors of the director candidates proposed by TPG-Axon group.

"The Board continues to oppose the election of the director candidates proposed by TPG-Axon group, believes their election is not in the best interest of the company's stockholders, and recommends that stockholders support the company's existing experienced board of directors," SandRidge said in the filing.

Karen Boman has more than 10 years of experience covering the upstream oil and gas sector. Email Karen at kboman@rigzone.com.

Generated by readers, the comments included herein do not reflect the views and opinions of Rigzone. All comments are subject to editorial review. Off-topic, inappropriate or insulting comments will be removed.

View the original article here

SandRidge Approves TPG-Axon Board Candidates

SandRidge Energy Inc. – which has faced criticism over its financial decisions and calls for CEO Tom Ward to resign and the board to be replaced – has approved the direct candidates proposed by investment firm TPG-Axon, the company reported Tuesday in a U.S. Securities and Exchange Commission filing.

The decision was made in response to Delaware Chancery Court Judge Leo E. Strine Jr.'s ruling that SandRidge's board of directors had violated its fiduciary duty to shareholders by refusing to approve TPG-Axon's slate of director nominees, and barred SandRidge from soliciting consent revocations until TPG-Axon's director nominees were approved.

"This is just the latest in a pattern of this board of putting their own interests ahead of the shareholders – this board simply has no shame," TGP-Axon Founder Dinakar Singh commented in a statement. "This is the second time during out solicitation that this Board has chosen to waste the Company's resources in a useless court battle in a desperate attempt to entrench themselves."

In early February, SandRidge's board decided it would hold off on approving TPG-Axon's director candidates, saying it believed that any change of control event under the Indentures, or legal document issued to lenders describing key terms of a bond offering, during current market conditions was not likely to have material consequences for SandRidge and its stockholders.

When SandRidge's board of directors initially reviewed the potential consequences of TPG-Axon's proposals to replace SandRidge's board of directors, certain potentially significant consequences were identified that could occur under SandRidge's indentures governing its senior notes, the company said in the filing. The company's board found that a change of control would require SandRidge to offer to repurchase its outstanding senior notes under the Indentures, in the absence of advance approval by the incumbent directors of the director candidates proposed by TPG-Axon group.

"The Board continues to oppose the election of the director candidates proposed by TPG-Axon group, believes their election is not in the best interest of the company's stockholders, and recommends that stockholders support the company's existing experienced board of directors," SandRidge said in the filing.

Karen Boman has more than 10 years of experience covering the upstream oil and gas sector. Email Karen at kboman@rigzone.com.

Generated by readers, the comments included herein do not reflect the views and opinions of Rigzone. All comments are subject to editorial review. Off-topic, inappropriate or insulting comments will be removed.

View the original article here

SandRidge Approves TPG-Axon Board Candidates

SandRidge Energy Inc. – which has faced criticism over its financial decisions and calls for CEO Tom Ward to resign and the board to be replaced – has approved the direct candidates proposed by investment firm TPG-Axon, the company reported Tuesday in a U.S. Securities and Exchange Commission filing.

The decision was made in response to Delaware Chancery Court Judge Leo E. Strine Jr.'s ruling that SandRidge's board of directors had violated its fiduciary duty to shareholders by refusing to approve TPG-Axon's slate of director nominees, and barred SandRidge from soliciting consent revocations until TPG-Axon's director nominees were approved.

"This is just the latest in a pattern of this board of putting their own interests ahead of the shareholders – this board simply has no shame," TGP-Axon Founder Dinakar Singh commented in a statement. "This is the second time during out solicitation that this Board has chosen to waste the Company's resources in a useless court battle in a desperate attempt to entrench themselves."

In early February, SandRidge's board decided it would hold off on approving TPG-Axon's director candidates, saying it believed that any change of control event under the Indentures, or legal document issued to lenders describing key terms of a bond offering, during current market conditions was not likely to have material consequences for SandRidge and its stockholders.

When SandRidge's board of directors initially reviewed the potential consequences of TPG-Axon's proposals to replace SandRidge's board of directors, certain potentially significant consequences were identified that could occur under SandRidge's indentures governing its senior notes, the company said in the filing. The company's board found that a change of control would require SandRidge to offer to repurchase its outstanding senior notes under the Indentures, in the absence of advance approval by the incumbent directors of the director candidates proposed by TPG-Axon group.

"The Board continues to oppose the election of the director candidates proposed by TPG-Axon group, believes their election is not in the best interest of the company's stockholders, and recommends that stockholders support the company's existing experienced board of directors," SandRidge said in the filing.

Karen Boman has more than 10 years of experience covering the upstream oil and gas sector. Email Karen at kboman@rigzone.com.

Generated by readers, the comments included herein do not reflect the views and opinions of Rigzone. All comments are subject to editorial review. Off-topic, inappropriate or insulting comments will be removed.

View the original article here

Rosneft CEO Sechin Keen for BP CEO to Join Board

MOSCOW – OAO Rosneft Chief Executive Igor Sechin has said he would "welcome" BP PLC boss Bob Dudley onto the board of the Russian oil giant, Interfax news agency reported Thursday.

BP will receive two seats on Rosneft's board after increasing its stake in Rosneft to 19.8% share in Rosneft as part of a deal to sell its stake in TNK-BP, Russia's No. 3 crude producer. Rosneft is buying out BP and its partners in TNK-BP in deals worth $55 billion.

"Robert Dudley is a very good candidate for the Rosneft board of directors. We would welcome a manager of this level joining the company's board of directors," Interfax cited Mr. Sechin as saying during a trip to Venezuela.

Mr. Dudley fled Russia in 2008 while working as chief executive of TNK-BP amid disputes with BP's partners, the AAR consortium of Soviet-born billionaires.

Copyright (c) 2012 Dow Jones & Company, Inc.

Generated by readers, the comments included herein do not reflect the views and opinions of Rigzone. All comments are subject to editorial review. Off-topic, inappropriate or insulting comments will be removed.

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Denver school board approves buying new building for Emily Griffith

Font ResizeLocal NewsBy Karen Augé
The Denver Postdenverpost.comPosted: 12/20/2012 07:16:42 PM MSTDecember 21, 2012 3:36 AM GMTUpdated: 12/20/2012 08:36:43 PM MST

Purchase of a 13-story building downtown got a green light Thursday from the Denver Public Schools board.

On a vote of 4-to-2, with members Andrea Merida and Jeannie Kaplan voting no and member Arturo Jimenez absent, the board approved a contract to buy the 1860 Lincoln building from a group of owners.

The building will house much of the Emily Griffith Technical College and high school, as well as a new downtown elementary school and relocated administration offices.

The purchase, which will be funded with some of the proceeds from a $466 million bond sale approved by voters last month, is part of a sweeping package of real estate moves planned by DPS.

The district hopes to sell the Emily Griffith building, which sits on a prime downtown spot, at 15th and Welton streets. In addition, DPS has once again put its administration offices, located at Ninth Avenue and Grant Street, on the market. The district tried unsuccessfully to sell that building in 2007.

Karen Augé: 303-954-1733, kauge

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Despite mayor's plea, Denver parks board nixes open-space land swap

Font ResizeLocal NewsBy Karen Augé
The Denver Postdenverpost.comPosted: 12/13/2012 09:40:18 PM MSTDecember 14, 2012 6:46 AM GMTUpdated: 12/13/2012 11:46:00 PM MST

After hearing Denver Mayor Michael Hancock's appeal on behalf of a land exchange that could lead to a domestic-violence center, the Parks and Recreation Advisory Board on Thursday refused to approve the deal between Denver Public Schools and the city.

The board was asked to remove an open-space designation from part of an 11.5-acre parcel abutting Paul H. Hentzell Park in east Denver's Hampden Heights.

The school district hopes to build an elementary school and possibly an early-learning center for kindergarten- and preschool-age children on the site.

In exchange, the city would get a building on Fox Street that currently houses DPS administrative offices. The mayor wants to convert that building to a domestic-violence resource center.

But by a vote of 11-6, the board decided not to recommend removing the open-space designation that currently exists on 9 of the 11.5 acres. One board member, a DPS employee, abstained.

Their recommendation is nonbinding.

The parks and recreation department manager will make a recommendation to the Denver City Council, which will make the final decision on the open-space designation.

The advisory board's vote came after two long meetings in which dozens of residents addressed both sides of the issue.

Hancock told the board Thursday he was committed to adding more open space to the city.

But he said going ahead with the land swap would be "a good transaction for the city of Denver, a good transaction for Denver Public Schools," and for all residents.

That didn't sway the more than 20 residents who spoke against the proposal, most emphasizing that open space is priceless and that removing an open-space designation would set a dangerous precedent.

Several board members said they were unhappy at being asked to choose between open space and much-needed schools and aid for victims of domestic violence.

But the majority concluded their function was to protect parks and open space and therefore voted no.

Karen Augé: 303-954-1733, kauge

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Pixmania founder joins Paddy Power board

Paddy Power has appointed Ulric Jerome as a non-executive director and as a member of the audit committee.

He was a founding partner and executive director of Pixmania, the only pan-European online retailer of digital photographic and consumer electronic goods.

At 3:18pm: (LON:PAP) Paddy Power share price was

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