March 13, 2013
Sandridge Energy (NYSE: SD ) entered into an agreement with the TPG-Axon Group to terminate the hedge fund's pursuit of a proxy battle at the company's 2013 annual stockholders meeting, according to a statement Sandridge filed with the Securities and Exchange Commission today.
TPG-Axon, the fourth largest holder of Sandridge Energy common stock with a 7.3% share of the outstanding shares, had accused Sandridge's board of directors of violating its fiduciary duty to shareholders by not approving the slate of director nominees put forward by Sandridge.
Earlier this week, Delaware Chancery Court Judge Leo E. String Jr. agreed with TPG-Axon and ruled that Sandridge couldn't continue to solicit consent revocations against TPG-Axon's proxy solicitation efforts. The judge also invalidated the consent revocations Sandridge had already received.
The ongoing consent solicitation by TPG-Axon had called for the dismissal of all of the board members. The settlement agreement instead calls for increasing the size of the board from seven members to 11, with the additional four members to be TPG-Axon Group nominees.
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