I'm a disgruntled Chesapeake Energy (NYSE:CHK) shareholder. I'm just a small shareholder, but I've been trying to share my message.
My message is simple. My message is that the current Board of Directors at Chesapeake must be held accountable for their abysmal performance representing (actually not representing) the shareholders of Chesapeake Energy.
As a shareholder I've been trying to tell this Board of Directors that I don't want them to represent me anymore.
I wrote this article for Seeking Alpha that spelled out the specific examples of how this Board of Directors has not lived up to its duties of representing shareholders. And based on the feedback I've received through the comment section on Seeking Alpha on this and other articles, and the e-mails I've received through my blog, I believe that many, if not most, of Chesapeake Energy's shareholders feel the same way that I do.
But I'm just a little guy and so are a lot of Chesapeake's shareholders. Our voices are small and our ability to create change limited. I'm not sure Chesapeake's Board has heard my message.
That is why this 13D filing with the SEC and letter to the Chesapeake Board from one Carl Icahn has got me excited.
There have been rumors for several days about Icahn buying shares of Chesapeake. To be honest that didn't interest me all that much. I agree that Chesapeake is a terrific opportunity at current prices, so I wasn't surprised that Icahn might be buying Chesapeake again (he owned the company in 2010 as well). I expected that if he owned shares he would likely do so in a passive manner.
I was wrong.
Icahn has bought shares, but he has done so with the intention of creating the change that I have been begging for. Just like little old me, Icahn wants change in the Boardroom.
Icahn feels that Chesapeake's Board has lost all credibility with investors. I agree. Icahn's message to the Board is as follows:
To engender any meaningful credibility among shareholders, corporate governance reforms cannot, in our view, be led by directors whose irresponsible actions have brought this company to the edge of the proverbial cliff. Accordingly, we propose that at least 4 of the current directors (other than Louis Simpson) should be immediately replaced by two persons designated by us and two persons designated by another large shareholder such as Southeastern Asset Management, the company's largest shareholder. In our opinion, only when these changes are effectuated will the board be truly independent and more importantly will investors come to believe that promises made will be promises kept; when a capital plan is agreed upon it will be maintained, not diverged from as it has in the past.
To be honest, I don't think there is any doubt that Chesapeake's Board was already well aware that Chesapeake shareholders wanted change. Icahn stepping into the fray now brings the issue to the front and center.
Icahn isn't just talking. He is willing to act as well:
We, as one of your largest shareholders, wish only the best for this great company and do not wish to bring about any additional distractions, however, we believe that without a strong board to demand accountability there is a significant chance that the value destruction shareholders have seen in the past few weeks may become irreparable. We cannot stand idly by and allow this to happen. Therefore, if you continue to arbitrarily refuse the request we have made for shareholder representation, we, as activists, will immediately take whatever "actions" we feel are necessary to protect the value of this company.
There are really only two ways that this is going to play out. One is that Chesapeake's Board does what Mr. Icahn asks and allows him and Southeastern Asset Management to appoint directors. Or two, Icahn takes this issue to the shareholders in a proxy contest.
Either way, the outcome will be the same. The current Board would not fare well in a proxy contest.
Mr. Icahn, I believe Chesapeake Energy shareholders stand behind you. Thank you for coming to our assistance and we look forward to having a Board of Directors that has the primary objective of representing shareholders.