If your shares are held in the name of a broker, bank or other
nominee and you want to vote in person, you will need to obtain and
bring with you to the Annual Meeting a legal proxy from the record
holder of your shares as of the close of business on March 29,
2019, indicating that you were a beneficial owner of shares as of
the close of business on such date and further indicating the
number of shares that you beneficially owned at that time.
What is a quorum?
A quorum is the presence at the Annual Meeting, in person or by
proxy, of the holders of a majority of the outstanding shares of
our common stock as of the Record Date. There must be a quorum for
the Annual Meeting to be held. If you submit a valid proxy card,
vote by telephone or the Internet, or attend the Annual Meeting and
vote in person, your shares will be counted as present to determine
whether there is a quorum. Abstentions and broker non-votes will be counted for purposes
of establishing a quorum.
What happens if I do not submit voting
instructions for a proposal? What is discretionary voting? What is
a broker non-vote?
If you properly complete, sign, date and return a proxy card or
voting instruction form, your shares of common stock will be voted
as you specify. If you are a stockholder of record and you sign and
return a proxy card, but make no specifications on such proxy card,
your shares of common stock will be voted in accordance with the
recommendations of our Board, as provided above. If you own your
shares in “street name” and you do not provide voting instructions
to your bank, broker, trustee or other nominee holding shares of
common stock for you, your shares of common stock will not be voted
with respect to any proposal for which the stockholder of record
does not have discretionary authority to vote. If a proposal is
determined to be routine, your bank, broker, trustee or other
nominee is permitted to vote on the proposal without receiving
voting instructions from you. If a proposal is determined to be
non-routine, your bank,
broker, trustee or other nominee is not permitted to vote on the
proposal without receiving voting instructions from you. A “broker
non-vote” occurs when a
bank, broker, trustee or other nominee holding shares for a
beneficial owner returns a valid proxy voting shares as instructed
and/or within its discretion on one proposal, but does not vote on
another proposal because it does not have discretionary authority
to vote on the matter and has not received voting instructions from
the stockholder for whom it is holding shares. In such cases, the
shares voting on the first proposal, which are not voted on the
second proposal, constitute a broker non-vote on the second proposal.
What is the effect of abstentions and
Abstentions and broker “non-votes” will be counted for
purposes of establishing a quorum. Abstention may be specified on
all proposals and, with the exception of the election of a
director, will have the same effect as a vote against such
A broker non-vote occurs
when the broker is unable to vote on a proposal because the
proposal is not routine and the stockholder who owns the shares in
“street name” has not provided any voting instructions to the
broker on that matter. NYSE rules determine whether proposals are
routine or not routine. If a proposal is routine, a broker holding
shares for an owner in street name may vote for the proposal
without voting instructions. If a proposal is not routine, the
broker may vote on the proposal only if the owner has provided
voting instructions. If a broker does not receive voting
instructions for a non-routine proposal, the broker will
return a proxy card without a vote on that proposal, which is
usually referred to as a “broker non-vote.” Neither of the proposals at
the Annual Meeting are considered routine under applicable NYSE
rules. Accordingly, broker non-votes on these non-routine matters will be counted for
purposes of establishing a quorum, but will not be counted in the
tabulations of the votes cast or present at the Annual Meeting and
entitled to vote on any of the proposals and, therefore, will have
no effect on the outcome of the proposals.
If I have already voted by proxy on the
proposals, can I still change my mind?
Yes. If you are a stockholder of record, you can revoke your proxy
before it is counted by (1) sending written notice of
revocation that is dated later than the date of your proxy to
Corporate Secretary, SandRidge Energy, Inc., 123 Robert S. Kerr
Avenue, Oklahoma City, Oklahoma 73102 that we receive no later than
May 22, 2019, (2) timely delivering or submitting a valid,
later-dated proxy that we receive no later than the conclusion of
voting at the Annual Meeting, (3) voting again by telephone or
through the Internet, or (4) if you are present at the Annual
Meeting and either vote in person or notify the corporate secretary
in writing at the Annual Meeting of your wish to revoke your proxy.
Your attendance alone at the Annual Meeting will not be enough to
revoke your proxy.
If you own shares of our common stock in “street name,” you may
submit new voting instructions by contacting your bank, broker or
other nominee within the timing provided to you by your bank,
broker or other nominee. You may also vote in person at the Annual
Meeting if you obtain a legal proxy from your bank, broker or other
nominee which holds your shares in street name.
What vote is required to approve the
election of directors?
As described in the Company’s Bylaws, a majority of the votes cast
at the Annual Meeting must be cast “FOR” the election of a director
nominee in order for such director to be elected to our Board. In
the election of directors, you may either vote “FOR” a nominee,
“AGAINST” a nominee or “ABSTAIN” from voting. You may not cumulate
your votes in the election of directors. If you “ABSTAIN” from
voting with respect to one or more director nominees, your vote
will have no effect on the election of such nominees.
What vote is required to approve the
Advisory Vote on Compensation?
A majority of votes cast at the Annual Meeting must be cast “FOR”
the proposal in order for it to be approved at the Annual Meeting.
In voting on the Advisory Vote on Compensation, you may vote “FOR,”
“AGAINST,” or “ABSTAIN” from voting. For the reasons described
herein, the Board unanimously recommends that you ABSTAIN from
voting on this proposal, in which case your vote will have the same
effect as a vote against the proposal.
How many votes do I have?
Stockholders are entitled to one vote per proposal for each share
of our common stock owned as of the close of business on the Record
Date. All votes will be tabulated by an inspector of election
appointed by the Company for the Annual Meeting, who will
separately tabulate affirmative and negative votes and abstentions
in accordance with Delaware law.