CHESAPEAKE ENERGY CORP. 2023-2024 Proxy Voting Records

Description as filed by funds: Election of Directors: Benjamin C. Duster, IV

CHESAPEAKE ENERGY CORP.’s own tally for this item (“Elect Director: Benjamin C. Duster, IV”): 102,778,903 for, 6,120,030 against, per its Form 8-K filed June 6, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Shareholders elected each of the individuals listed below to serve as a director of the Company until the next annual meeting of shareholders and until his or her successors are duly elected and qualified, with each director nominee receiving a greater number of votes cast "for" his or her election…”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 139 asset managers below reported 54,915,477 for, 3,645,369 against, 32,068 abstained.

Showing the 25 largest of 139 asset managers. See all 139 in the interactive database.

Description as filed by funds: Election of Directors: Brian Steck

CHESAPEAKE ENERGY CORP.’s own tally for this item (“Elect Director: Brian Steck”): 107,488,128 for, 1,410,385 against, per its Form 8-K filed June 6, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Shareholders elected each of the individuals listed below to serve as a director of the Company until the next annual meeting of shareholders and until his or her successors are duly elected and qualified, with each director nominee receiving a greater number of votes cast "for" his or her election…”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 139 asset managers below reported 58,360,411 for, 200,435 against, 32,068 abstained.

Showing the 25 largest of 139 asset managers. See all 139 in the interactive database.

Description as filed by funds: Election of Directors: Domenic J. Dell'Osso, Jr.

CHESAPEAKE ENERGY CORP.’s own tally for this item (“Elect Director: Domenic J. Dell'Osso, Jr.”): 108,707,836 for, 191,349 against, per its Form 8-K filed June 6, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Shareholders elected each of the individuals listed below to serve as a director of the Company until the next annual meeting of shareholders and until his or her successors are duly elected and qualified, with each director nominee receiving a greater number of votes cast "for" his or her election…”
Support: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 139 asset managers below reported 58,560,495 for, 351 against, 32,068 abstained.

Showing the 25 largest of 139 asset managers. See all 139 in the interactive database.

Description as filed by funds: Election of Directors: Matthew M. Gallagher

CHESAPEAKE ENERGY CORP.’s own tally for this item (“Elect Director: Matthew M. Gallagher”): 96,775,179 for, 11,997,248 against, per its Form 8-K filed June 6, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Shareholders elected each of the individuals listed below to serve as a director of the Company until the next annual meeting of shareholders and until his or her successors are duly elected and qualified, with each director nominee receiving a greater number of votes cast "for" his or her election…”
Support: 89% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 139 asset managers below reported 53,278,612 for, 5,282,234 against, 32,068 abstained.

Showing the 25 largest of 139 asset managers. See all 139 in the interactive database.

Description as filed by funds: Election of Directors: Michael A. Wichterich

CHESAPEAKE ENERGY CORP.’s own tally for this item (“Elect Director: Michael A. Wichterich”): 108,196,017 for, 702,740 against, per its Form 8-K filed June 6, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Shareholders elected each of the individuals listed below to serve as a director of the Company until the next annual meeting of shareholders and until his or her successors are duly elected and qualified, with each director nominee receiving a greater number of votes cast "for" his or her election…”
Support: 99.3% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 139 asset managers below reported 58,559,879 for, 968 against, 32,068 abstained.

Showing the 25 largest of 139 asset managers. See all 139 in the interactive database.

Description as filed by funds: Election of Directors: Sarah A. Emerson

CHESAPEAKE ENERGY CORP.’s own tally for this item (“Elect Director: Sarah A. Emerson”): 107,565,413 for, 1,332,468 against, per its Form 8-K filed June 6, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Shareholders elected each of the individuals listed below to serve as a director of the Company until the next annual meeting of shareholders and until his or her successors are duly elected and qualified, with each director nominee receiving a greater number of votes cast "for" his or her election…”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 139 asset managers below reported 58,131,540 for, 429,306 against, 32,068 abstained.

Showing the 25 largest of 139 asset managers. See all 139 in the interactive database.

Description as filed by funds: Election of Directors: Timothy S. Duncan

CHESAPEAKE ENERGY CORP.’s own tally for this item (“Elect Director: Timothy S. Duncan”): 107,727,110 for, 1,171,902 against, per its Form 8-K filed June 6, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Shareholders elected each of the individuals listed below to serve as a director of the Company until the next annual meeting of shareholders and until his or her successors are duly elected and qualified, with each director nominee receiving a greater number of votes cast "for" his or her election…”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 139 asset managers below reported 58,385,529 for, 175,317 against, 32,068 abstained.

Showing the 25 largest of 139 asset managers. See all 139 in the interactive database.

Description as filed by funds: To consider and vote on a proposal (the "Stock Issuance Proposal") to approve the issuance of shares of the Chesapeake Common Stock, par value $0.01 per share ("Chesapeake Common Stock"), pursuant to the Agreement and Plan of Merger, dated as of January 10, 2024 (as it may be amended from time to time, the "Merger Agreement"), by and among Chesapeake and Southwestern Energy Company ("Southwestern") and Hulk Merger Sub, Inc. ("Merger Sub Inc") and Hulk LLC Sub, LLC ("Merger Sub LLC"), each a newly formed, wholly owned subsidiary of Chesapeake, a copy of which is attached as Annex A to the joint proxy statement/prospectus;

CHESAPEAKE ENERGY CORP.’s own tally for this item (“1. Stock Issuance Proposal”): 115,678,563 for, 201,938 against — passed, per its Form 8-K filed June 18, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Stockholders approved of the issuance of Chesapeake's common stock (the "Stock Issuance Proposal") to the stockholders of Southwestern in connection with the Merger, with the affirmative vote of a majority of votes cast, in person or by proxy.”
Support: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Voting standard, as the filing states it: a majority of the votes cast (“majority of votes cast”).

The 83 asset managers below reported 49,445,452 for.

Showing the 25 largest of 83 asset managers. See all 83 in the interactive database.

Description as filed by funds: Approval of the issuance of shares of the Chesapeake Common Stock, par value $0.01 per share, pursuant to the Agreement and Plan of Merger, dated as of January 10, 2024 (the "Merger Agreement"), by and among Chesapeake Energy Corporation ("Chesapeake") and Southwestern Energy Company and Hulk Merger Sub, Inc. and Hulk LLC Sub, LLC, a copy of which is attached as Annex A to the joint proxy statement/prospectus (the "Stock Issuance Proposal").

CHESAPEAKE ENERGY CORP.’s own tally for this item (“1. Stock Issuance Proposal”): 115,678,563 for, 201,938 against — passed, per its Form 8-K filed June 18, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Stockholders approved of the issuance of Chesapeake's common stock (the "Stock Issuance Proposal") to the stockholders of Southwestern in connection with the Merger, with the affirmative vote of a majority of votes cast, in person or by proxy.”
Support: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Voting standard, as the filing states it: a majority of the votes cast (“majority of votes cast”).

The 61 asset managers below reported 8,544,698 for.

Showing the 25 largest of 61 asset managers. See all 61 in the interactive database.

Description as filed by funds: Issue Shares in Connection with Merger

CHESAPEAKE ENERGY CORP.’s own tally for this item (“1. Stock Issuance Proposal”): 115,678,563 for, 201,938 against — passed, per its Form 8-K filed June 18, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Stockholders approved of the issuance of Chesapeake's common stock (the "Stock Issuance Proposal") to the stockholders of Southwestern in connection with the Merger, with the affirmative vote of a majority of votes cast, in person or by proxy.”
Support: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Voting standard, as the filing states it: a majority of the votes cast (“majority of votes cast”).

The 4 asset managers below reported 1,554 for.

Description as filed by funds: APPROVAL OF THE ISSUANCE OF SHARES OF THE CHESAPEAKE COMMON STOCK, PAR VALUE $0.01 PER SHARE, PURSUANT TO THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JANUARY 10, 2024 (THE MERGER AGREEMENT"), BY AND AMONG CHESAPEAKE ENERGY CORPORATION (&QUOTCHESAPEAKE") AND SOUTHWESTERN ENERGY COMPANY AND HULK MERGER SUB, INC. AND HULK LLC SUB, LLC, A COPY OF WHICH IS ATTACHED AS ANNEX A TO THE JOINT PROXY STATEMENT/PROSPECTUS (THE &QUOTSTOCK ISSUANCE PROPOSAL"). "

CHESAPEAKE ENERGY CORP.’s own tally for this item (“1. Stock Issuance Proposal”): 115,678,563 for, 201,938 against — passed, per its Form 8-K filed June 18, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Stockholders approved of the issuance of Chesapeake's common stock (the "Stock Issuance Proposal") to the stockholders of Southwestern in connection with the Merger, with the affirmative vote of a majority of votes cast, in person or by proxy.”
Support: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Voting standard, as the filing states it: a majority of the votes cast (“majority of votes cast”).

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 2 managers: 36,385 for.

Institutional-manager reports, all 1 managers: 870 for.

The 2 asset managers below reported 35,440 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Description as filed by funds: To consider and vote on a proposal to approve the adjournment of the Chesapeake Special Meeting, if necessary or appropriate, to solicit additional votes from shareholders if there are not sufficient votes to adopt the Stock Issuance Proposal (the "Chesapeake Adjournment Proposal").

The 83 asset managers below reported 34,310,249 for, 15,135,203 against. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Showing the 25 largest of 83 asset managers. See all 83 in the interactive database.

Description as filed by funds: APPROVAL OF THE ADJOURNMENT OF THE SPECIAL MEETING OF CHESAPEAKE SHAREHOLDERS, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL VOTES FROM SHAREHOLDERS IF THERE ARE NOT SUFFICIENT VOTES TO ADOPT THE STOCK ISSUANCE PROPOSAL.

The 63 asset managers below reported 6,663,527 for, 1,888,278 against, 29,173 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Showing the 25 largest of 63 asset managers. See all 63 in the interactive database.

The 4 asset managers below reported 1,554 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

The 2 asset managers below reported 35,440 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Description as filed by funds: To approve an amendment to the 2021 Long Term Incentive Plan to extend the termination date to June 6, 2034.

CHESAPEAKE ENERGY CORP.’s own tally for this item (“3. Approval of Amendment to the 2021 Long Term Incentive Plan”): 106,562,101 for, 2,232,067 against — passed, per its Form 8-K filed June 6, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Shareholders approved the amendment to extend the term of the 2021 Long Term Incentive Plan to June 6, 2034, with the affirmative vote of a plurality of the votes cast, in person or by proxy.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Voting standard, as the filing states it: a plurality of the votes cast (“plurality”).

Also reported under other wordings, matched to the same row of CHESAPEAKE ENERGY CORP.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Amend Omnibus Stock Plan” (5 managers, Fund and manager reports combined; may count the same shares twice; no share total shown).

The 140 asset managers below reported 58,227,649 for, 331,957 against, 29,396 abstained.

Showing the 25 largest of 140 asset managers. See all 140 in the interactive database.

Description as filed by funds: To approve on an advisory basis our named executive officer compensation.

CHESAPEAKE ENERGY CORP.’s own tally for this item (“2. Advisory Vote to Approve Named Executive Officer Compensation”): 106,404,298 for, 2,388,292 against — passed, per its Form 8-K filed June 6, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Shareholders approved the advisory resolution to approve the executive compensation of the Company's named executive officers, with the affirmative vote of a plurality of the votes cast, in person or by proxy.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Voting standard, as the filing states it: a plurality of the votes cast (“plurality”).

Also reported under other wordings, matched to the same row of CHESAPEAKE ENERGY CORP.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Approval of, by non-binding, advisory vote, certain compensation arrangements for Chesapeake's named executive officers in connection with the merger contemplated by the Merger Agreement.” (2 managers, 111 for, 647,274 against).

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 134 managers: 58,341,956 for, 217,968 against, 32,068 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 406 managers: 82,729,926 for, 1,788,168 against, 100 withheld, 89,789 abstained, 40 not voted, 200 unknown. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: Approval of, by non-binding, advisory vote, certain compensation arrangements for Chesapeake's named executive officers in connection with the merger contemplated by the Merger Agreement.

CHESAPEAKE ENERGY CORP.’s own tally for this item (“2. Non-Binding Advisory Vote to Approve Named Executive Officer Compensation”): 73,097,257 for, 42,625,916 against — passed, per its Form 8-K filed June 18, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Stockholders approved, in a non-binding advisory vote, the compensation that may be paid or become payable to Chesapeake's named executive officers in connection with the transactions contemplated by the Merger, with the affirmative vote of a majority of the votes cast, in person or by proxy.”
Support: 63% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Voting standard, as the filing states it: a majority of the votes cast (“majority of the votes cast”).

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 132 managers: 29,792,900 for, 28,203,500 against, 29,173 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 388 managers: 45,930,570 for, 37,155,347 against, 100 withheld, 1 abstained, 40 not voted, 200 unknown. Showing the 25 largest; see all in the interactive database.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports, all 5 managers: 1,140 for, 35,841 against.

Institutional-manager reports, all 12 managers: 584 for, 530,488 against.

Description as filed by funds: To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

CHESAPEAKE ENERGY CORP.’s own tally for this item (“4. Ratification of Appointment of Independent Registered Public Accounting Firm”): 112,623,506 for, 2,922,873 against — passed, per its Form 8-K filed June 6, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Shareholders approved the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2024, with the affirmative vote of a plurality of the votes cast, in person or by proxy.”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Voting standard, as the filing states it: a plurality of the votes cast (“plurality”).

The 139 asset managers below reported 58,275,715 for, 283,991 against, 32,068 abstained.

Showing the 25 largest of 139 asset managers. See all 139 in the interactive database.