Chesapeake Energy Co
CHK
Delayed Nyse - 11/22 10:00:39 pm
3.97USD
+4.2%

CHESAPEAKE ENERGY CORP : Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

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09/01/2017 | 10:07 pm

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 29, 2017, the Board of Directors of Chesapeake Energy Corporation (the
"Company") appointed Mr. William M. Buergler as Senior Vice President and Chief
Accounting Officer. Mr. Buergler, age 44, is a licensed certified public
accountant and has been employed by the Company as Vice President - Tax since
July 2014. Previously, Mr. Buergler was employed by two public accounting firms:
(i) Ernst & Young LLP, where he served as a Partner from 2009 to 2014 and as a
Senior Manager from 2002 to 2008; and (ii) Arthur Andersen LLP, where he served
from 1996 to 2002.



In connection with Mr. Buergler's appointment, Mr. Buergler will also be
designated as the Company's "principal accounting officer," a position that was
previously filled on an interim basis by Domenic J. Dell'Osso, the Company's
Executive Vice President and Chief Financial Officer.



Mr. Buergler entered an employment agreement with the Company on August 29, 2017
in connection with his appointment (the "Employment Agreement"). The initial
term of the Employment Agreement terminates on December 31, 2018, after which
the Employment Agreement renews automatically for successive one-year terms
unless either party gives notice of nonrenewal. The Employment Agreement
provides, subject to certain limitations set forth therein, for Mr. Buergler to
receive a base salary, cash bonus, equity compensation and certain other
benefits, which are summarized below. The summary provided herein does not
purport to be complete and is qualified in its entirety by the full text of the
Employment Agreement, a copy of which is filed herewith as Exhibit 10.1.
Capitalized terms used but not defined in this report shall have the meanings
given to them in the Employment Agreement.



• Base Salary. Mr. Buergler will receive an initial annual base salary of



$420,000 ("Base Salary").



• Bonus. Mr. Buergler will be eligible to receive an annual cash bonus on



the same basis as other executive officers in accordance with the
Company's standard bonus practices. Mr. Buergler's annual bonus
opportunity payable at achievement of threshold, target and maximum levels
will be 40%, 80% and 160%, respectively, of Base Salary.




• Annual Equity Compensation. Mr. Buergler will be eligible for annual



grants of equity-based incentive awards under the Company's equity
compensation plans.




• Benefits. The Company will provide Mr. Buergler with retirement,



relocation and other benefits that are customarily provided to similarly
situated executives of the Company, including paid time off, coverage
under the Company's medical, life, disability and other insurance plans,
and reimbursement for all reasonable business expenses in accordance with
the Company's expense reimbursement policy.




• Post-Employment Compensation. Mr. Buergler will be entitled to



post-employment compensation provided to similarly situated executives, as
described in the Company's 2017 Definitive Proxy Statement on Schedule 14A
filed with the SEC on April 7, 2017.




• Non-Competition and Non-Solicitation. For a period of one year following



Mr. Buergler's separation from the Company, he may not compete with the
Company nor solicit any of the Company's clients, customers, suppliers or
employees.




• Clawbacks. Mr. Buergler's incentive compensation will be subject to the



Company's clawback policies applicable to all executive officers of the
Company in effect from time to time and applicable law.




The Company will also enter into a standard indemnity agreement with
Mr. Buergler, a form of which was filed with the SEC on June 27, 2012 as Exhibit
10.3 to the Company's Current Report on Form 8-K and is incorporated by
reference herein. Pursuant to this agreement, subject to the exceptions and
limitations



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provided therein, the Company will indemnify Mr. Buergler for obligations he may
incur in his capacity as an officer, as authorized by the Company's restated
certificate of incorporation and state law.



The Company is aware of no arrangement or understanding between Mr. Buergler and
any other person pursuant to which he was appointed as an officer. There is no
family relationship between Mr. Buergler and any director or executive officer
of the Company. There are no transactions between Mr. Buergler and the Company
that are required to be reported under Item 404(a) of Regulation S-K.



Item 7.01 Regulation FD Disclosure.



The management of Chesapeake Energy Corporation (the "Company") will present at
the Barclays CEO Energy-Power Conference on Tuesday, September 4, 2017. A
webcast and related slide presentation will be accessible through the "webcast"
link in the Investor Relations section of the Company's website:
http://www.chk.com/investors. The webcast will also be recorded and available
for replay on the Company's website for at least 30 days.



The information in this Item 7.01 of Form 8-K is being furnished, not filed,
pursuant to Item 7.01. Accordingly, the information contained herein will not be
incorporated by reference into any document filed by the Company under the
Securities Act of 1933, as amended, except as set forth by specific reference in
such filing.



Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.
Exhibit No. Document Description

10.1 Employment Agreement dated as of August 29, 2017 between William
Buergler and Chesapeake Energy Corporation
10.2 Form of Indemnity Agreement for officers and directors of Chesapeake
Energy Corporation
and its subsidiaries (incorporated by reference
to Exhibit 10.3 of the Company's Current Report on Form 8-K filed
June 27, 2012)





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