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 broker non-votes?
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 proposal.
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 Companys 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.
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