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Chesapeake Energy (NYSE: CHK ) has caught a lot of heat this year for some controversial agreements and transactions with Aubrey McClendon, the company's founder, chairman, and CEO.
- McClendon received a $75 million bonus at the end of 2008, which, combined with other sources, made him the best-compensated among S&P 500 CEOs.
- The company purchased a collection of "museum quality" historical maps from Aubrey for $12.1 million (his cost basis).
- Chesapeake sponsored the NBA's Oklahoma City Thunder, in which McClendon holds a nearly 20% interest.
The first two items, following quite closely on the heels of Aubrey's massive margin call, have drawn particularly harsh criticism. Chesapeake's general counsel even took the extraordinary step of responding to the swell of negative media coverage in a letter filed with the SEC.
Shareholder outrage has been expressed in several succeeding waves, and it has perhaps culminated with a recent announcement that the Ontario Teachers' Pension Plan is leading a lawsuit seeking to have Aubrey's bonus returned to the company. The suit alleges "breach of fiduciary duties of the care and loyalty; corporate waste, insider trading, and unjust enrichment."
Insider trading? That's a bit of a curveball. It is true that three directors sold more than $5 million worth of Chesapeake stock in the days before the Oct. 10th disclosure of Aubrey's forced sale of shares. In that time period, the stock fell by roughly $10 per share.
Although it's not clear that this lawsuit will go anywhere, it does send a strong message to the board that shareholders aren't totally asleep here. To drive that point home, the teachers' fund has also announced its intention to withhold votes for "conflicted directors" and to vote in favor of two board-opposed shareholder proposals that are intended to improve Chesapeake's corporate governance.
Maybe Aubrey McClendon deserves the bonus he received last year for his part in securing joint-venture deals with BP (NYSE: BP ) , Plains Exploration & Production (NYSE: PXP ) , and StatoilHydro (NYSE: STO ) . Maybe he doesn't. You, as a shareholder, don't have a say on that one.
When it comes to Chesapeake's opposition to both declassifying its board and allowing for majority voting of directors, you do have a chance to demand governance improvements with your proxy vote. Devon Energy (NYSE: DVN ) , XTO Energy (NYSE: XTO ) , and Anadarko Petroleum (NYSE: APC ) are all destaggering their boards, and so should Chesapeake. Vote for the shareholder proposals, think twice about re-electing the board nominees, and send a clear message this Friday.