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NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS
You are invited to attend Chesapeake Energy Corporation’s 2023 Annual Meeting of Shareholders. This page contains important information about the meeting, including how you can make sure your views are represented by voting today.
Sincerely,
Benjamin E. Russ
Executive Vice President – General Counsel and Corporate Secretary
VOTING Q&A
Who can vote?
Shareholders of record as of the close of business on the record date, April 10, 2023
How many shares are entitled to vote?
134,080,873 shares of common stock
How many votes do I get?
Date and Time: Thursday, June 8, 2023
10:00 a.m. Central Time
Virtual Meeting Webcast: VirtualShareholderMeeting.com/CHK2023
Attending the Virtual Meeting: The Annual Meeting will be completely virtual. You may attend the meeting, submit questions and vote your shares electronically during the meeting via live webcast by visiting VirtualShareholderMeeting.com/CHK2023
You will need the 16-digit control number that is printed in the box marked by the arrow on your proxy card to enter the Annual Meeting. We recommend that you log in at least 15 minutes before the meeting to ensure you are logged in when the meeting starts.
Agenda
PROPOSAL 1: Elect seven director nominees named in the proxy for the coming year (read more on page 10).
Your Board recommends a vote FOR the election of each director nominee.
Vote required: majority of votes cast (pursuant to majority-vote policy).
One vote for each director and one vote on each proposal for each share you hold as of April 10, 2023
How can I vote?
You can submit your vote in any of the following ways:
INTERNET VIA COMPUTER: Via the Internet at proxyvote.com. You will need the 16-digit number included in your notice, proxy card or voter instruction form.
INTERNET VIA TABLET OR SMARTPHONE: By scanning the QR code. You will need the 16-digit number included in your notice, proxy card or voter instruction form.
TELEPHONE: Call toll-free 800-690-6903 or the phone number on your voter instruction form. You will need the 16-digit number included in your notice, proxy card or voter instruction form.
MAIL: If you received a paper copy of your proxy materials, send your completed and signed proxy card or voter instruction form using the enclosed postage-paid envelope.
VIRTUALLY DURING MEETING: To vote your shares during the Annual Meeting, click on the vote button provided on the screen and follow the instructions provided. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the log-in page.
PROPOSAL 2: Approve named executive officer compensation in advisory vote (read more on page 27).
Your Board recommends a vote FOR Proposal 2.
Vote required: plurality of votes cast.
PROPOSAL 3: Frequency of advisory votes to approve named executive officer compensation (read more on page 28).
Your Board recommends a vote FOR ONE YEAR
Vote required: plurality of votes cast.
PROPOSAL 4: Ratify the appointment of PricewaterhouseCoopers LLP (PwC) as independent auditor for 2023 (read more on page 60).
Your Board recommends a vote FOR Proposal 4.
Vote required: plurality of votes cast.
Other Business: Shareholders will also transact any other business that properly comes before the meeting.
Abstentions and Broker Non-Votes: For Proposal 4, abstentions will not be counted as a vote for or against and no broker non-votes are expected. For all other proposals, abstentions and broker nonvotes will not be counted as a vote for or against.
Roadmap of Voting Items: See “Roadmap of Voting Items” for more detailed information regarding each proposal.