Gulfport Energy Responds to Firefly Director Nominations
March 02 2020 - 12:58PM
Gulfport Energy Corporation (NASDAQ: GPOR) (“Gulfport” or the
“Company”), one of the largest producers of natural gas in the
contiguous United States, today issued the following statement
regarding the nominations by Firefly Value Partners (“Firefly”) of
two director candidates to stand for election at the Company’s 2020
Annual Meeting of Stockholders, which has yet to be scheduled:
“Gulfport values shareholder input, which makes
it odd that Firefly would choose to nominate director candidates
the week before Ryan Heslop, the co-portfolio manager of Firefly,
is scheduled to interview for a director seat, and no deadline for
director nominations has even been established.”
“Gulfport has a highly qualified new management
team and is in the midst of a comprehensive Board refreshment
process, with five of eight directors having joined in the last
three years. In addition, the Company’s Chairman recently announced
he would not seek re-election at the 2020 Annual Meeting, and seven
of the Company’s eight directors are independent, including two who
have joined in just the past two months.”
“Gulfport is taking timely and decisive actions
to position the Company for future value creation amidst
industry-wide challenges and a multi-year low point for natural gas
prices. Gulfport recently announced a 50% reduction in capital
expenditures, which allows the Company to operate within cash flow
and retain its valuable drilling inventory for better prices in the
future. Gulfport has also taken steps to cut costs across all areas
of its business and is focused on continuing to find ways to become
more efficient and effective in its operations. By focusing on
operating within cash flow and cutting costs, the Company is
ensuring that its liquidity stays strong during this downturn,
which provides both optionality and flexibility to pursue
value-creating opportunities. The Company’s initiatives reflect the
collective input from the Company’s stakeholders, including
Firefly, and are designed to help Gulfport navigate difficult
market conditions affecting the entire industry.”
“Gulfport is confident the timely and decisive
actions it has and will continue to take will drive long-term
value.”
The Gulfport Board and its Nominating and
Governance Committee will review and consider Firefly’s notice of
nomination in accordance with the Company’s bylaws and applicable
law. Gulfport’s Board will present its recommendations for director
nominees in its proxy statement that will be filed with the U.S.
Securities and Exchange Commission. Gulfport shareholders are not
required to take any action at this time.
Sidley Austin LLP is serving as legal counsel to
Gulfport.
About Gulfport
Gulfport Energy Corporation (NASDAQ: GPOR) is an
independent natural gas and oil company focused on the exploration
and development of natural gas and oil properties in North America
and is one of the largest producers of natural gas in the
contiguous United States. Headquartered in Oklahoma City, Gulfport
holds significant acreage positions in the Utica Shale of Eastern
Ohio and the SCOOP Woodford and SCOOP Springer plays in Oklahoma.
In addition, Gulfport holds non-core assets that include an
approximately 22% equity interest in Mammoth Energy Services, Inc.
(NASDAQ: TUSK) and has a position in the Alberta Oil Sands in
Canada through its 25% interest in Grizzly Oil Sands ULC. For more
information, please visit www.gulfportenergy.com.
Forward Looking Statements
This press release includes “forward-looking
statements” for purposes of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995, Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934. All statements, other than
statements of historical facts, included in this press release that
address activities, events or developments that Gulfport expects or
anticipates will or may occur in the future, future capital
expenditures (including the amount and nature thereof), business
strategy and measures to implement strategy, repurchases of our
outstanding debt, the timing and completion of asset sales,
competitive strength, goals, expansion and growth of Gulfport’s
business and operations, plans, market conditions, references to
future success, reference to intentions as to future matters and
other such matters are forward-looking statements. These statements
are based on certain assumptions and analyses made by Gulfport in
light of its experience and its perception of historical trends,
current conditions and expected future developments as well as
other factors it believes are appropriate in the circumstances.
However, whether actual results and developments will conform with
Gulfport’s expectations and predictions is subject to a number of
risks and uncertainties, general economic, market, credit or
business conditions that might affect the timing and amount of the
repurchase program; the opportunities (or lack thereof) that may be
presented to and pursued by Gulfport; Gulfport’s ability to
identify, complete and integrate acquisitions of properties and
businesses; Gulfport’s ability to achieve the anticipated benefits
of its strategic initiatives; competitive actions by other oil and
gas companies; changes in laws or regulations; and other factors,
many of which are beyond the control of Gulfport. Information
concerning these and other factors can be found in the Company’s
filings with the U.S. Securities and Exchange Commission (the
“SEC”), including its Forms 10-K, 10-Q and 8-K. Consequently, all
of the forward-looking statements made in this press release are
qualified by these cautionary statements and there can be no
assurances that the actual results or developments anticipated by
Gulfport will be realized, or even if realized, that they will have
the expected consequences to or effects on Gulfport, its business
or operations. Gulfport has no intention, and disclaims any
obligation, to update or revise any forward-looking statements,
whether as a result of new information, future results or
otherwise.
Important Additional
Information
The Company intends to file a proxy statement on
Schedule 14A and accompanying GOLD proxy card and other relevant
documents with the SEC in connection with the solicitation of
proxies from the Company’s shareholders for the Company’s 2020
Annual Meeting of Stockholders (the “2020 Annual Meeting”).
SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE COMPANY’S PROXY
STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO),
ACCOMPANYING GOLD PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH THE
SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS
THEY WILL CONTAIN IMPORTANT INFORMATION.
The Company, its directors and certain of its
executive officers will be deemed participants in the solicitation
of proxies from shareholders in connection with the 2020 Annual
Meeting. Information regarding the direct and indirect interests,
by security holdings or otherwise of the Company’s directors and
executive officers is set forth in the Company’s definitive proxy
statement for the 2019 Annual Meeting of Stockholders filed with
the SEC on April 30, 2019. To the extent that any participants’
holdings in the Company’s securities have changed or new directors
who will be participants have joined the board of directors of the
Company since the filing of such proxy statement, such changes are
set forth in Initial Statements of Beneficial Ownership on Form 3
and Statements of Change in Ownership on Form 4. Updated
information regarding the identities of potential participants, and
their direct or indirect interests, by security holdings or
otherwise, will be set forth in the Company’s proxy statement in
connection with the 2020 Annual Meeting and other relevant
documents to be filed with the SEC. Shareholders may obtain a free
copy of the proxy statement, any amendments or supplements to the
proxy statement and any other documents that the Company files with
the SEC at the SEC’s website at www.sec.gov or the Company’s
website at https://ir.gulfportenergy.com/ as soon as reasonably
practicable after such materials are electronically filed with, or
furnished to, the SEC.
Investor Contact:Jessica Antle
– Director, Investor
Relationsjantle@gulfportenergy.com405-252-4550
Media Contact:ReevemarkPaul
Caminiti / Hugh Burns / Nicholas Leasure212-433-4600
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