Whiting Petroleum Corporation Announces Plan to Implement Proxy Access and Declassify Board of Directors
Whiting Petroleum Corporation (NYSE: WLL) today announced that it
had committed to submit to a vote of stockholders at its 2016 annual
meeting an amendment to its by-laws to implement proxy access and an
amendment to its certificate of incorporation to implement
declassification of its board of directors. The amendments to the
by-laws and certificate of incorporation will become effective if
approved by stockholders at the 2016 annual meeting.
“The decisions to seek stockholder approval to implement proxy access
and declassify the board are consistent with Whiting’s commitment to
good corporate governance practices,” said James J. Volker, Chairman,
President and Chief Executive Officer. “The views of our stockholders
are important to Whiting. Therefore, our board of directors seriously
considers such views and regularly reviews our corporate governance
practices.”
Proxy access allows eligible stockholders to place their own director
nominees on the company’s proxy card, along with candidates nominated by
the company’s board of directors. The amendment to the by-laws would
specify an eligibility threshold of holding 3% or more of outstanding
common stock for at least 3 years. It would also provide that an
individual stockholder or group of up to 25 stockholders who meets the
eligibility threshold, and who complies with specified procedural and
disclosure requirements, could include in Whiting’s proxy materials
stockholder-nominated director candidates. The number of
stockholder-nominated director candidates may not exceed 25% percent of
the directors then serving.
The amendment to the certificate of incorporation to declassify the
board of directors would provide that directors would be elected to
one-year terms as their existing three-year terms expire, beginning with
the class of directors to be elected at Whiting’s 2017 annual meeting.
About Whiting Petroleum Corporation
Whiting Petroleum Corporation, a Delaware corporation, is an independent
oil and gas company that explores for, develops, acquires and produces
crude oil, natural gas and natural gas liquids primarily in the Rocky
Mountain and Permian Basin regions of the United States. The Company’s
largest projects are in the Bakken and Three Forks plays in North
Dakota, the Niobrara play in northeast Colorado and its Enhanced Oil
Recovery field in Texas. The Company trades publicly under the symbol
“WLL” on the New York Stock Exchange. For further information, please
visit http://www.whiting.com.
Copyright Business Wire 2015
Source: Business Wire
(April 20, 2015 - 8:48 AM EDT)
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