UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 19, 2018

 

 

SANDRIDGE ENERGY, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-33784   20-8084793
(State or Other Jurisdiction
of Incorporation) 		  (Commission
File Number) 		  (IRS Employer
Identification No.)

 

123 Robert S. Kerr Avenue
Oklahoma City, Oklahoma 		  73102
  (Zip Code)

Registrant’s Telephone Number, including Area Code: (405) 429-5500

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 1.01. Entry into a Material Definitive Agreement .

On June 19, 2018, SandRidge Energy, Inc. (the “Company”) entered into a settlement agreement (the “Settlement Agreement”) with Carl C. Icahn and his affiliates (collectively, “Icahn”) and Bob G. Alexander, Sylvia K. Barnes, Jonathan Christodoro, William M. Griffin, Jr., John “Jack” Lipinski and Randolph Read (collectively, the “Continuing Nominees”).

The Settlement Agreement provides, among other things, that:

 

  •   Following the certification by the independent inspector of elections in connection with the 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting”) and their appointment to the board of directors of the Company (the “Board”), the Continuing Nominees will take all necessary actions (i) to fix the size of the Board to eight directors and (ii) to appoint Jonathan Frates and David J. Kornder to the Board;

 

  •   The withdrawal of consent to be nominated as directors of the Company at the 2018 Annual Meeting by Kenneth H. Beer, Michael L. Bennett and David J. Kornder (as further described under Item 5.02 below), each of whom was an incumbent member of the Board, will not be deemed to be a “Termination of Directorship” prior to the consummation of a “Change of Control” within the meaning of such terms as described by the outstanding restricted stock awards held by such individuals;

 

  •   The Settlement Agreement will not constitute a release, settlement, acquittal or discharge of any claims or causes of action of any party against any other party to the Settlement Agreement; and

 

  •   Each party to the Settlement Agreement will be responsible for its own fees and expenses.

The foregoing summary is qualified in its entirety by reference to the full text of the Settlement Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated in its entirety herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers .

On June 19, 2018, in connection with the Company’s entry into the Settlement Agreement, three of the Company’s director nominees, Kenneth H. Beer, Michael L. Bennett and David J. Kornder, withdrew from consideration for re-election to the Board at the 2018 Annual Meeting. There was no disagreement or dispute between the Company and any of Messrs. Beer, Bennett and Kornder which led to the withdrawals. In connection therewith, three of the Icahn nominees, Nancy Dunlap, Jonathan Frates and Nicholas Graziano, also withdrew from consideration for election as directors at the 2018 Annual Meeting.

On June 22, 2018, the independent inspector of elections with respect to the 2018 Annual Meeting certified that the two remaining director nominees of the Company, Sylvia K. Barnes and William M. Griffin, Jr., were re-elected and the four remaining Icahn nominees, Bob G. Alexander, Jonathan Christodoro, John “Jack” Lipinski and Randolph Read, were also elected to the Board. Following their re-election (or election), the Board approved the expansion of the size of the Board from seven to eight directors and appointed to the Board Jonathan Frates and David J. Kornder, each of whom consented to serve as a director for a term expiring at the close of the Company’s 2019 annual meeting of stockholders or until his successor is duly elected to the vacancies on the Board, effective as of June 22, 2018. The appointment of Messrs. Frates and Kornder was pursuant to the terms of the Settlement Agreement, a description of which is available under Item 1.01 above and is incorporated herein by reference. There have been no transactions between the Company and Mr. Frates or Kornder that would be reportable under Item 404(a) of Regulation S-K.

On the same date, the Board appointed Mr. Frates as the Chairman of the Board. In addition, the Board made the following assignments to the committees of the Board, each effective June 22, 2018:

 

  •   Audit Committee: Randolph Read (Chair), Bob G. Alexander and David J. Kornder;

 

  •   Compensation Committee: John “Jack” Lipinski (Chair), Sylvia Barnes and Jonathan Christodoro; and

  •   Nominating and Governance Committee: Bob G. Alexander (Chair), Jonathan Christodoro and Randolph Read.

Item 5.07. Submission of Matters to a Vote of Security Holders .

 

  (a) The Company held its 2018 Annual Meeting on June 19, 2018.

 

  (b) Stockholders voted on the matters set forth below as follows:

 

  (1) Voting results for the election of directors were as follows:

 

Name of Nominee

   Number of Votes Cast
For 		     Number of Votes
Withheld 		     Number of Broker
Non-Votes 		 

Company Nominees:

        

Sylvia K. Barnes

     16,419,535        3,029,049        1,951,958  

Kenneth H. Beer (withdrawn)

     —        —        —  

Michael L. Bennett (withdrawn)

     —        —        —  

William M. Griffin, Jr.

     16,494,142        2,954,217        1,951,958  

David J. Kornder (withdrawn)

     —        —        —  

Icahn Nominees:

        

Bob G. Alexander

     21,682,723        9,457,832        1,951,958  

Jonathan Christodoro

     18,066,046        13,087,569        1,951,958  

Nancy Dunlap (withdrawn)

     —        —        —  

Jonathan Frates (withdrawn)

     —        —        —  

Nicholas Graziano (withdrawn)

     —        —        —  

John “Jack” Lipinski

     29,429,630        1,711,010        1,951,958  

Randolph C. Read

     29,220,580        1,920,075        1,951,958  

 

  (2) Voting results for the ratification of the continuation of the Stockholder Rights Agreement (the “Rights Agreement”), by and between the Company and American Stock Transfer & Trust Company, LLC (“AST”), dated November 26, 2017 and the First Amendment to the Rights Agreement, by and between the Company and AST, dated January 22, 2018, through November 26, 2018 were as follows:

 

For

 

Against

 

Abstentions

 

Broker Non-votes

2,708,092

  28,388,277   47,620   1,951,958

 

  (3) Voting results for the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018 were as follows:

 

For

 

Against

 

Abstentions

 

Broker Non-votes

32,745,378

  280,700   69,869   0

 

  (4) Voting results for the approval, in a non-binding vote, of the compensation provided to the Company’s named executive officers in 2017 were as follows:

 

For

 

Against

 

Abstentions

 

Broker Non-votes

3,819,194

  25,912,080   1,412,715   1,951,958

 

  (c) The information set forth in Item 1.01 above is incorporated herein by reference.

Item 8.01. Other Events .

On June 19, 2018, the Company issued a press release announcing the preliminary voting results of the 2018 Annual Meeting and the entry into the Settlement Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On June 25, 2018, the Company issued a press release announcing the final voting results for the 2018 Annual Meeting and the abovementioned Board appointments and committee assignments. The press release also announced that the Company had been informed that Icahn would not be submitting an offer in connection with the Company’s strategic review process. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference in its entirety.

The June 25, 2018 press release also announced that the Company had entered into a confidentiality agreement dated June 22, 2018 (the “Icahn Confidentiality Agreement”) with Icahn, a copy of which is filed as Exhibit 10.2 hereto and is incorporated herein by reference. In addition, the Company arranged with Icahn that, subject to compliance with the Icahn Confidentiality Agreement, it would provide certain Icahn representatives board observer rights, with such rights being terminable at any time and subject to certain limited exceptions.

Item 9.01 Financial Statements and Exhibits .

 

  (d) Exhibits.

 

Exhibit

    No.    

  

Description

10.1    Settlement Agreement, dated June  19, 2018, by and among SandRidge Energy, Inc., Carl C. Icahn, Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Enterprises G.P. Inc., Icahn Enterprises Holdings L.P., IPH GP LLC, Icahn Capital L.P., Icahn Onshore LP, Icahn Offshore LP, Beckton Corp., High River Limited Partnership, Hopper Investments LLC and Barberry Corp. and Bob Alexander, Sylvia K. Barnes, Jonathan Christodoro, William M. Griffin, Jr., John “Jack” Lipinski and Randolph Read.
10.2    Confidentiality Agreement, dated June  22, 2018, by and among SandRidge Energy, Inc., Carl C. Icahn, High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Enterprises G.P. Inc., Icahn Enterprises Holdings L.P., IPH GP LLC, Icahn Capital LP, Icahn Onshore LP, Icahn Offshore LP, Beckton Corp, Jesse Lynn and Louie Pastor.
99.1    Press Release of SandRidge Energy, Inc., dated June 19, 2018.
99.2    Press Release of SandRidge Energy, Inc., dated June 25, 2018.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

    SANDRIDGE ENERGY, INC.
    (Registrant)
Date: June 25, 2018     By:   /s/ Philip T. Warman
      Philip T. Warman
      Executive Vice President, General Counsel and Corporate Secretary

Exhibit 10.1

SETTLEMENT AGREEMENT

This SETTLEMENT AGREEMENT (this “ Agreement ”) is made and entered into as of June 19, 2018, by and among (a) SandRidge Energy, Inc. a Delaware corporation (the “ Company ”), (b) Carl C. Icahn, Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Enterprises G.P. Inc., Icahn Enterprises Holdings L.P., IPH GP LLC, Icahn Capital L.P., Icahn Onshore LP, Icahn Offshore LP, Beckton Corp., High River Limited Partnership, Hopper Investments LLC, and Barberry Corp. (collectively, the “ Icahn Group ”) , and (c) Bob Alexander, Sylvia K. Barnes, Jonathan Christodoro, William M. Griffin, Jr., John “Jack” Lipinski and Randolph Read (the “ Continuing Nominees ”). The Company, the Icahn Group and the Continuing Nominees are each referred to herein as a “ Party ” and collectively, as the “ Parties .”

RECITALS

WHEREAS, the Board of Directors of the Company (the “ Board ”) previously nominated Sylvia K. Barnes, Kenneth H. Beer, Michael L. Bennett, William M. Griffin, Jr. and David J. Kornder for election to the Board at the Company’s 2018 Annual Meeting of Shareholders (the “ 2018 Annual Meeting ”);

WHEREAS, the Icahn Group nominated Bob Alexander, Jonathan Christodoro, Nancy Dunlap, Jonathan Frates, Nicholas Graziano, John “Jack” Lipinski, and Randolph Read for election to the Board at the 2018 Annual Meeting;

WHEREAS, the Company and the Icahn Group have determined to come to an agreement with respect to the ultimate composition of the Board and certain other matters, as provided in this Agreement;

WHEREAS, in connection therewith, each of Kenneth H. Beer, Michael L. Bennett, Nancy Dunlap, Jonathan Frates, Nicholas Graziano and David J. Kornder (the “ Withdrawing Nominees ”) have determined to withdraw, among other things, their consent to be nominated to the Board at the 2018 Annual Meeting;

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound hereby, agree as follows:

1.     Board Composition and Related Matters . As promptly as practicable after (but no later than the day immediately following) the certification by the independent inspector of elections in connection with the 2018 Annual Meeting (the “ Election Certification ”) and their appointment to the Board, the Continuing Nominees shall take all necessary actions to (a) fix the size of the Board at eight (8) directors and (b) appoint to the Board each of Jonathan Frates and David J. Kornder, each of whom has consented to serve as a director to serve a term expiring at the close of the Company’s 2019 Annual Meeting or until his or her successor is duly elected to the vacancies on the Board.

 

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2.     Director Compensation Matters  & Outside Professional Fees .

(a)    The Company represents and warrants that each Withdrawing Nominee who is an incumbent member of the Board is not entitled to any compensation from the Company other than as has been disclosed prior to the date of this Agreement in the Company’s filings with the United States Securities and Exchange Commission (including any exhibits), understanding that the 2018 director compensation program remains unchanged from the director compensation program initiated following the 2017 Annual Meeting, as described in the Company’s proxy statement for the 2018 Annual Meeting, and the Company agrees not to authorize, approve or agree to provide any compensation to the Withdrawing Nominees who are incumbent members of the Board other than has been disclosed prior to the date of this Agreement in the Company’s filings with the United States Securities and Exchange Commission (including any exhibits). The withdrawal from nomination at the 2018 Annual Meeting by the Withdrawing Nominees who are incumbent members of the Board shall not be deemed to be a Termination of Directorship prior to the consummation of a Change in Control within the meaning of the outstanding restricted stock awards held by such individuals. The Withdrawing Nominees shall be Third Party beneficiaries of this Section 2(a).

(b)    The Company agrees not to pay or agree to pay, nor to authorize or approve the payment of, any professional fees or expenses of advisors to the Company that were incurred in connection with the proxy contest related to the 2018 Annual Meeting and were unpaid or unbilled as of the date of this Agreement unless or until such fees or expenses have been reviewed by the Board, as constituted after giving effect to Section 1 hereof.

3.     Non-Release . Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall constitute a release, settlement, acquittal and/or discharge of any claims or causes of action of any Party or any Withdrawing Nominee against any Other Party or any Withdrawing Nominee or any agent, representative, advisor, consultant or attorney of any Other Party or any Withdrawing Nominee.

4.     Public Announcements . No earlier than 6:30 p.m., New York City time, on the date hereof, the Company shall announce this Agreement and the material terms hereof by means of a press release in the form attached hereto as Exhibit A (the “ Press Release ”). The Company shall not make any public announcement or statement that contradicts or disagrees with the statements made in the Press Release, except as required by law or the rules of any stock exchange or with the prior written consent of the Icahn Group. The Company acknowledges that the Icahn Group intends to file this Agreement as an exhibit to its Schedule 13D pursuant to an amendment.

5.     Compliance with Securities Laws . Each member of the Icahn Group acknowledges that the U.S. securities laws generally prohibit any person who has received from an issuer material, non-public information concerning such issuer from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.

 

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6.     Affiliates . Each member of the Icahn Group shall cause its controlled Affiliates to comply with the terms of this Agreement and shall be responsible for any breach of this Agreement by any such controlled Affiliate. A breach of this Agreement by a controlled Affiliate of any member of the Icahn Group, if such controlled Affiliate is not a Party, shall be deemed to occur if such controlled Affiliate engages in conduct that would constitute a breach of this Agreement if such controlled Affiliate was a Party to the same extent as a member of the Icahn Group.

7.     Representations and Warranties .

(a)    Each of the Continuing Nominees represents and warrants that he or she is sui juris and of full capacity. In addition, each Continuing Nominee represents and warrants that it has full power and authority to execute, deliver and carry out the terms and provisions of this Agreement and that this Agreement has been duly and validly executed and delivered by such Continuing Nominee, constitutes a valid and binding obligation and agreement of such Continuing Nominee and is enforceable against such Continuing Nominee in accordance with its terms.

(b)    Each member of the Icahn Group represents and warrants that it has full power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby, and that this Agreement has been duly and validly executed and delivered by each member of the Icahn Group, constitutes a valid and binding obligation and agreement of each member of the Icahn Group and is enforceable against each member of the Icahn Group in accordance with its terms.

(c)    The Company hereby represents and warrants that it has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby, and that this Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company and is enforceable against the Company in accordance with its terms.

8.     Expenses . Each Party shall be responsible for its own fees and expenses incurred in connection with the negotiation, execution and effectuation of this Agreement and the transactions contemplated hereby as well as the proxy contest related to the 2018 Annual Meeting.

9.     Notices . All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (a) when delivered by hand, with written confirmation of receipt; (b) upon sending if sent by facsimile to the facsimile numbers below, with electronic confirmation of sending; (c) one day

 

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after being sent by a nationally recognized overnight carrier to the addresses set forth below; or (d) when actually delivered if sent by any other method that results in delivery, with written confirmation of receipt:

 

If to the Company:

 

SandRidge Energy, Inc.

123 Robert S. Kerr

Oklahoma City, OK 73112

Attention: Philip T. Warman

  

with copies (which shall not constitute notice) to:

 

Vinson & Elkins L.L.P.

666 Fifth Avenue, 26th Floor

New York, NY 10103-0040

Attention: Steve Gill and Lawrence Elbaum

If to the Icahn Group:

 

Icahn Associates Holdings LLC

767 Fifth Avenue, 47th Floor

New York, NY 10153

Email: KCozza@sfire.com

Attention:    Keith Cozza

  

with a copy (which shall not constitute notice) to:

 

Icahn Associates Holdings LLC

767 Fifth Avenue, 47th Floor

New York, NY 10153

Email: JLynn@sfire.com

            LPastor@sfire.com

Attention:    Jesse Lynn

                    Louie Pastor

10.     Governing Law; Jurisdiction; Jury Waiver . This Agreement, and any disputes arising out of or related to this Agreement (whether for breach of contract, tortious conduct or otherwise), shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to its conflict of laws principles. The Parties agree that exclusive jurisdiction and venue for any Legal Proceeding arising out of or related to this Agreement shall exclusively lie in the United States District Court for the District of Delaware, or, if such Court does not have subject matter jurisdiction, to the state courts of Delaware located in Wilmington, Delaware, and any appellate court from any such Federal or state courts. Each Party waives any objection it may now or hereafter have to the laying of venue of any such Legal Proceeding, and irrevocably submits to personal jurisdiction in any such court in any such Legal Proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any court that any such Legal Proceeding brought in any such court has been brought in any inconvenient forum. Each Party consents to accept service of process in any such Legal Proceeding by service of a copy thereof upon its registered agent in the State of Delaware, with a copy delivered to it by certified or registered mail, postage prepaid, return receipt requested, addressed to it at the address set forth in Section 9. Nothing contained herein shall be deemed to affect the right of any Party to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

11.     Specific Performance . Each Party acknowledges and agrees that immediate and irreparable injury and harm to one or more of the Other Parties would occur in the event any provision of this Agreement was not performed in accordance with such

 

4

provision’s specific terms or was otherwise breached or threatened to be breached and that such injury and harm would not be adequately compensable by the remedies available at law (including the payment of money damages). It is accordingly agreed that each Party (the “ Moving Party ”) shall be entitled to specific enforcement of, and injunctive relief to prevent any violation of, the terms hereof, and the Other Parties hereto shall not take action, directly or indirectly, in opposition to the Moving Party seeking such relief on the grounds that any other remedy or relief is available at law or in equity. This Section 11 shall not be the exclusive remedy for any violation of this Agreement.

12.     Certain Definitions and Interpretations . As used in this Agreement: (a) the terms “ Affiliate ” and “ Associate ” (and any plurals thereof) have the meanings ascribed to such terms under Rule 12b-2 promulgated by the SEC under the Exchange Act and shall include all persons or entities that at any time prior to the Termination Date become Affiliates or Associates of any person or entity referred to in this Agreement; (b) the term “ Annual Meeting ” means each annual meeting of shareholders of the Company and any adjournment, postponement, reschedulings or continuations thereof; (c) the term “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder; (d) the terms “ “ person ” and “ proxy ” (and any plurals thereof) have the meanings ascribed to such terms under the Exchange Act; (e) the term “ Business Day ” means any day that is not a Saturday, Sunday or other day on which commercial banks in the State of New York are authorized or obligated to be closed by applicable law; (f) “ Legal Process ” means any oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demands or similar processes issued by a court or other governmental body of competent jurisdiction; (g) the term “ Other Party ” means (i) in the case of the Company, any member of the Icahn Group, and (ii) in the case of any member of the Icahn Group, the Company; (h) the term “ Representatives ” means a person’s Affiliates and Associates and its and their respective directors, officers, employees, partners, members, managers, consultants, legal or other advisors, agents and other representatives; (i) the term “ SEC ” means the U.S. Securities and Exchange Commission; and (j) the term “ Third Party ” refers to any person that is not a Party, a member of the Board, a director or officer of the Company, or legal counsel to any Party. In this Agreement, unless a clear contrary intention appears, (i) the word “including” (in its various forms) means “including, without limitation;” (ii) the words “hereunder,” “hereof,” “hereto” and words of similar import are references in this Agreement as a whole and not to any particular provision of this Agreement; (iii) the word “or” is not exclusive; and (iv) references to “Sections” in this Agreement are references to Sections of this Agreement unless otherwise indicated.

13.     Miscellaneous .

(a)    This Agreement contains the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof and thereof.

 

5

(b)    This Agreement shall not be assignable by operation of law or otherwise by a Party without the consent of the Other Party. Subject to the foregoing sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by and against the permitted successors and assigns of each Party.

(c)    Neither the failure nor any delay by a Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

(d)    If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. It is hereby stipulated and declared to be the intention of the Parties that the Parties would have executed the remaining terms, provisions, covenants and restrictions without including any of such which may be hereafter declared invalid, void or unenforceable. In addition, the Parties agree to use their reasonable best efforts to agree upon and substitute a valid and enforceable term, provision, covenant or restriction for any of such that is held invalid, void or enforceable by a court of competent jurisdiction.

(e)    Any amendment or modification of the terms and conditions set forth herein or any waiver of such terms and conditions must be agreed to in a writing signed by each Party.

(f)    This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, shall have the same effect as physical delivery of the paper document bearing the original signature.

[Signature Pages Follow]

 

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IN WITNESS WHEREOF, each of the Parties has executed this Agreement, or caused the same to be executed by its duly authorized representative, as of the date first above written.

SANDRIDGE ENERGY, INC.

 

By:  

/s/ William M. Griffin, Jr.

Name:   William M. Griffin, Jr.
Title:   Chief Executive Officer

[SIGNATURE PAGE TO SETTLEMENT AGREEEMENT]

SYLVIA K. BARNES

 

/s/ Sylvia K. Barnes

Sylvia K. Barnes

WILLIAM M. GRIFFIN, JR.

 

/s/ William M. Griffin, Jr.

William M. Griffin, Jr.

[SIGNATURE PAGE TO SETTLEMENT AGREEEMENT]

ICAHN PARTNERS MASTER FUND LP

ICAHN OFFSHORE LP

ICAHN PARTNERS LP

ICAHN ONSHORE LP

BECKTON CORP.

HOPPER INVESTMENTS LLC

BARBERRY CORP.

HIGH RIVER LIMITED PARTNERSHIP

By: Hopper Investments LLC, general partner

By: Barberry Corp.

 

  By:  

/s/ Edward E. Mattner

  Name:   Edward E. Mattner
  Title:   Authorized Signatory

ICAHN CAPITAL LP

By: IPH GP LLC, its general partner

By: Icahn Enterprises Holdings L.P., its sole member

By: Icahn Enterprises G.P. Inc., its general partner

IPH GP LLC

By: Icahn Enterprises Holdings L.P., its sole member

By: Icahn Enterprises G.P. Inc., its general partner

ICAHN ENTERPRISES HOLDINGS L.P.

By: Icahn Enterprises G.P. Inc., its general partner

ICAHN ENTERPRISES G.P. INC.

 

By:  

/s/ SungHwan Cho

Name:   SungHwan Cho
Title:   Chief Financial Officer

CARL C. ICAHN

 

/s/ Carl C. Icahn

CARL C. ICAHN

[SIGNATURE PAGE TO SETTLEMENT AGREEEMENT]

JONATHAN CHRISTODORO

 

/s/ Jonathan Christodoro

Jonathan Christodoro

JOHN “JACK” LIPINSKI

 

/s/ John “Jack” Lipinski

John “Jack” Lipinski

BOB G. ALEXANDER

 

/s/ Bob G. Alexander

Bob G. Alexander

RANDOLPH C. READ

 

/s/ Randolph C. Read

Randolph C. Read

[SIGNATURE PAGE TO SETTLEMENT AGREEEMENT]

Exhibit A

Press Release

[ See attached ]

LOGO

SandRidge Energy Announces Preliminary Voting Results of 2018 Annual Meeting and Reaches Agreement with Icahn Capital Regarding Board Composition

Board Expanded to Eight Directors

OKLAHOMA CITY, June 19, 2018 — SandRidge Energy, Inc. (“SandRidge” or the “Company”) (NYSE: SD) today announced that, based on preliminary voting results at today’s 2018 Annual Meeting, Sylvia K. Barnes and William M. Griffin have been re-elected and Robert Alexander, Jonathan Christodoro, John J. “Jack” Lipinski, and Randolph C. Read, nominees who were put forth by Icahn Capital (“Icahn”), were elected to the SandRidge Board. The results for the seventh seat on the Board were too close to call as of the close of the polls.

As part of a settlement agreement, the remaining nominees for election to the Board withdrew their nominations following the closing of the polls. In addition, the six newly-elected Directors have agreed to expand the Board by one seat to eight, and agreed to appoint Jonathan Frates and David Kornder to the remaining seats. As a result, the newly constituted SandRidge Board will consist of three incumbent Directors and five Icahn nominees: Robert Alexander, Sylvia K. Barnes, Jonathan Christodoro, Jonathan Frates, William M. Griffin, David Kornder, John J. “Jack” Lipinski, and Randolph C. Read.

SandRidge issued the following statement:

“We are pleased to have reached this agreement with Icahn and welcome our new directors to the Board. We look forward to working together in a constructive manner as we execute our plan and continue our strategic review process to maximize value for all SandRidge shareholders. The last several months have presented numerous challenges for our employees and we want to thank our team for their ongoing commitment and dedication. We would also like to thank our departing directors for their service and contributions to the Company.”

SandRidge also noted that the preliminary voting results indicate that shareholders voted against the continuation of the Short-Term Rights Plan and the non-binding proposal related to compensation of the Company’s named executive officers. Shareholders voted to appoint PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.

The voting outcomes are considered preliminary until the final results are tabulated and certified by the independent inspector of elections. The final results will be reported on a Form 8-K that will be filed with the Securities and Exchange Commission (SEC) in due course and available at the SEC’s website at www.sec.gov.

About SandRidge Energy, Inc.

SandRidge Energy, Inc. (NYSE: SD) is an oil and natural gas exploration and production company headquartered in Oklahoma City, Oklahoma with its principal focus on developing high-return, growth oriented projects in Oklahoma and Colorado. The majority of the Company’s production is generated from the Mississippi Lime formation in Oklahoma and Kansas. Development activity is currently focused on the Meramec formation in the NW STACK Play in Oklahoma and multiple oil rich Niobrara benches in the North Park Basin in Colorado.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains forward-looking statements concerning our expectations for future performance, including statements regarding the exploration of strategic alternatives, the pursuit of options that maximize shareholder value and the consideration of candidates for nomination to SandRidge’s Board of Directors. These “forward-looking statements” are based on currently available information, operating plans and projections about future events and trends. They inherently involve risks and uncertainties that could cause actual results to differ materially from those predicted in such forward

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looking statements. Such risks and uncertainties include, but are not limited to: uncertain outcome, impact, effects and results of SandRidge’s exploration of strategic alternatives; and any changes in general economic or industry specific conditions. SandRidge cautions that the foregoing list of factors is not exclusive. Additional information concerning these and other risk factors is contained in SandRidge’s public filings with the SEC, which are available at the SEC’s website, http://www.sec.gov. Each forward-looking statement speaks only as of the date of the particular statement, and SandRidge undertakes no obligation to publicly update any of these forward-looking statements to reflect events or circumstances that may arise after the date hereof.

Investor Contact:

Johna Robinson

Investor Relations

SandRidge Energy, Inc.

123 Robert S. Kerr Avenue

Oklahoma City, OK 73102

+1 (405) 429-5515

MacKenzie Partners, Inc.

Dan Burch, +1 (212) 929-5748, dburch@mackenziepartners.com

Paul Schulman, +1 (212) 929-5364, pschulman@mackenziepartners.com

Media Contact:

SVC

Bryan Locke, +1 (312) 895-4700, blocke@sardverb.com

Exhibit 10.2

CONFIDENTIALITY AGREEMENT

SandRidge Energy, Inc.

June 22, 2018

To:    Each of the persons or entities listed on Schedule A (the “ Shareholder Group ” or “ you ”)

Ladies and Gentlemen:

This letter agreement, effective as of the date hereof, sets forth the terms of treatment of certain confidential information of SandRidge Energy, Inc, a Delaware corporation (the “ Company ”), that you may receive from Jonathan Frates (the “Shareholder Designee”) a member of the Board of Directors (the “ Board ”) of the Company. The Company understands and agrees that, subject to the terms of, and in accordance with, this letter agreement, the Shareholder Designee may, if and to the extent he desires to do so, disclose information he obtains while serving as a member of the Board to you and your Representatives (as hereinafter defined), and may discuss such information with any and all such persons, subject to the terms and conditions of this Agreement. As a result, you may receive certain non-public information regarding the Company. You acknowledge that this information is proprietary to the Company and may include trade secrets or other business information which may be material and the disclosure of which could harm the Company. In consideration for, and as a condition of, the information being furnished to you and your agents, representatives, attorneys, advisors, directors, officers or employees, subject to the restrictions in paragraph 2 (collectively, the “ Representatives ”), you agree to treat any and all information concerning or relating to the Company or any of its subsidiaries or current or former affiliates that is or has been furnished to you or your Representatives (regardless of the manner in which it is furnished, including in written or electronic format or orally, gathered by visual inspection or otherwise) by the Shareholder Designee, or by or on behalf of the Company, together with any notes, analyses, reports, models, compilations, studies, interpretations, documents, records or extracts thereof containing, referring, relating to, based upon or derived from such information, in whole or in part (collectively, “ Evaluation Material ”), in accordance with the provisions of this letter agreement, and to take or abstain from taking the other actions hereinafter set forth. For the avoidance of doubt, you also agree that this Agreement shall supersede in all respects the Confidentiality Agreement (the “ Prior Confidentiality Agreement ”) entered into by and among us on May 17, 2018, which such Prior Confidentiality Agreement shall hereafter be terminated and of no force and effect.

 

1.

The term “Evaluation Material” does not include information that (a) is or has become generally available to the public other than as a result of a direct or indirect disclosure by you or your Representatives in violation of this letter agreement or any other obligation of confidentiality, (b) was within your or any of your Representatives’ possession on a non-confidential basis prior to its being furnished to you by the Shareholder Designee, or by or on behalf of the Company or its agents, representatives, attorneys, advisors, directors, officers or employees (collectively, the “ Company Representatives ”), or (c) is received from a source other than the Shareholder Designee, the Company or any of the Company Representatives; provided, that in the case of (b) or (c) above, the source of

 

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  such information was not believed by you, after reasonable inquiry, to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Company or any other person with respect to such information at the time the information was disclosed to you.

 

2. You and your Representatives will, and you will cause your Representatives to, (a) keep the Evaluation Material strictly confidential and (b) not disclose any of the Evaluation Material in any manner whatsoever without the prior written consent of the Company; provided, however, that you may privately disclose any of such information: (i) to your Representatives (A) who need to know such information for the purpose of advising you on your investment in the Company and (B) who are informed by you of the confidential nature of such information and agree to be bound by the terms of this Agreement as if they were a party hereto; provided, further, that you will be responsible for any violation of this letter agreement by your Representatives as if they were parties to this letter agreement; and (ii) to the Company and the Company Representatives. It is understood and agreed that the Shareholder Designee shall not disclose to you or your Representatives any Legal Advice (as defined below) that may be included in the Evaluation Material with respect to which such disclosure would constitute waiver of the Company’s attorney client privilege or attorney work product privilege. Notwithstanding the foregoing, upon your request, the Company will enter into an agreement or other document with you that provide for such disclosure of Legal Advice to you in a manner as to preserve attorney client privilege and attorney work product, provided that the Shareholder Designee shall not have taken any action, or failed to take any action, that has the purpose or effect of waiving attorney-client privilege or attorney work product privilege with respect to any portion of such Legal Advice and a reputable outside legal counsel of national standing shall have provided the Company with a written opinion that such disclosure will not waive the Company’s attorney client privilege or attorney work product privilege with respect to such Legal Advice. “ Legal Advice ” as used in this letter agreement shall be solely and exclusively limited to the advice provided by legal counsel and shall not include factual information or the formulation or analysis of business strategy that is not protected by the attorney-client or attorney work product privilege.

 

3.

In the event that you or any of your Representatives are required by applicable subpoena, legal process or other legal requirement to disclose any of the Evaluation Material, you will promptly notify (except where such notice would be legally prohibited) the Company in writing by email, facsimile and certified mail so that the Company may seek a protective order or other appropriate remedy (and if the Company seeks such an order, you will provide such cooperation as the Company shall reasonably request), at its cost and expense. Nothing herein shall be deemed to prevent you or your Representatives, as the case may be, from honoring a subpoena, legal process or other legal requirement that requires discovery, disclosure or production of the Evaluation Material if: (a) you produce or disclose only that portion of the Evaluation Material which your outside legal counsel of national standing advises you in writing is legally required to be so produced or disclosed and you inform the recipient of such Evaluation Material of the existence of this letter agreement and the confidential nature of such Evaluation Material; or (b) the Company consents in writing to having the Evaluation Material produced or disclosed pursuant to the subpoena, legal process or other legal requirement. In no event will you or

 

2

  any of your Representatives oppose action by the Company to obtain a protective order or other relief to prevent the disclosure of the Evaluation Material or to obtain reliable assurance that confidential treatment will be afforded the Evaluation Material. For the avoidance of doubt, it is understood that there shall be no “legal requirement” requiring you to disclose any Evaluation Material solely by virtue of the fact that, absent such disclosure, you would be prohibited from purchasing, selling, or engaging in derivative or other voluntary transactions with respect to the Common Shares of the Company or otherwise proposing or making an offer to do any of the foregoing, or you would be unable to file any proxy or other solicitation materials in compliance with Section 14(a) of the Exchange Act or the rules promulgated thereunder.

 

4. You acknowledge that (a) none of the Company or any of the Company Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of any Evaluation Material, and (b) none of the Company or any of the Company Representatives shall have any liability to you or to any of your Representatives relating to or resulting from the use of the Evaluation Material or any errors therein or omissions therefrom. You and your Representatives (or anyone acting on your or their behalf) shall not directly or indirectly initiate contact or communication with any executive or employee of the Company other than the Chief Executive Officer, Senior Vice President and Chief Financial Officer, Executive Vice President and General Counsel and Corporate Secretary and/or such other persons approved in writing by the foregoing or the Board concerning Evaluation Material, or to seek any information in connection therewith from any such person other than the foregoing, without the prior consent of the Company; provided, however, the restriction in this sentence shall not in any way apply to the Shareholder Designee acting in his or her capacity as a Board member (nor shall it apply to any other Board members).

 

5. All Evaluation Material shall remain the property of the Company. Neither you nor any of your Representatives shall by virtue of any disclosure of and/or your use of any Evaluation Material acquire any rights with respect thereto, all of which rights (including all intellectual property rights) shall remain exclusively with the Company. At any time after the date on which no Shareholder Designee is a director of the Company, upon the request of the Company for any reason, you will promptly return to the Company or destroy all hard copies of the Evaluation Material and use commercially reasonable efforts to permanently erase or delete all electronic copies of the Evaluation Material in your or any of your Representatives’ possession or control (and, upon the request of the Company, shall promptly certify to the Company that such Evaluation Material has been erased or deleted, as the case may be). Notwithstanding the return or erasure or deletion of Evaluation Material, you and your Representatives will continue to be bound by the obligations contained herein for as long as any Evaluation Material is retained by you or your Representatives.

 

6.

You acknowledge, and will advise your Representatives, that the Evaluation Material may constitute material non-public information under applicable federal and state securities laws, and that you shall not, and you shall use your commercially reasonable efforts to ensure that neither you nor your Representatives, do not, trade or engage in any derivative or other transaction, on the basis of such information in violation of such laws.

 

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  You further acknowledge and agree that the responsibility to comply with such laws is yours and your Representatives, and not the Company’s, and that the Company has no duty or obligation herein or otherwise to police, inquire, respond or facilitate any such trade or compliance.

 

7. You hereby represent and warrant to the Company that (a) you have all requisite power and authority to execute and deliver this letter agreement and to perform your obligations hereunder, (b) this letter agreement has been duly authorized, executed and delivered by you, and is a valid and binding obligation, enforceable against you in accordance with its terms, (c) this letter agreement will not result in a violation of any terms or conditions of any agreements to which you are a party or by which you may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting you, and (d) your entry into this letter agreement does not require approval by any owners or holders of any equity or other interest in you (except as has already been obtained).

 

8. Any waiver by the Company of a breach of any provision of this letter agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this letter agreement. The failure of the Company to insist upon strict adherence to any term of this letter agreement on one or more occasions shall not be considered a waiver or deprive the Company of the right thereafter to insist upon strict adherence to that term or any other term of this letter agreement.

 

9. You acknowledge and agree that the value of the Evaluation Material to the Company is unique and substantial, but may be impractical or difficult to assess in monetary terms. You further acknowledge and agree that in the event of an actual or threatened violation of this letter agreement, immediate and irreparable harm or injury would be caused for which money damages would not be an adequate remedy. Accordingly, you acknowledge and agree that, in addition to any and all other remedies which may be available to the Company at law or equity, the Company shall be entitled to an injunction or injunctions to prevent breaches of this letter agreement and to enforce specifically the terms and provisions of this letter agreement exclusively in the federal or state courts of the State of New York. In the event that any action shall be brought in equity to enforce the provisions of this letter agreement, you shall not allege, and you hereby waive the defense, that there is an adequate remedy at law.

 

10.

Each of the parties (a) consents to submit itself to the personal jurisdiction of the federal or state courts of the State of New York in the event any dispute arises out of this letter agreement or the transactions contemplated by this letter agreement, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it shall not bring any action relating to this letter agreement or the transactions contemplated by this letter agreement in any court other than the federal or state courts of the State of New York, and each of the parties irrevocably waives the right to trial by jury, (d) agrees to waive any bonding requirement under any applicable law, in the case any other party seeks to enforce the terms by way of equitable relief, and (e) irrevocably consents to service of process by a reputable overnight delivery service, signature requested, to the address of such party’s principal place of business or as otherwise provided by applicable law. THIS LETTER

 

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  AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.

 

11. This letter agreement and the Settlement Agreement contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersedes all prior or contemporaneous agreements or understandings, whether written or oral. This letter agreement may be amended only by an agreement in writing executed by the parties hereto.

 

12. All notices, consents, requests, instructions, approvals and other communications provided for in this letter agreement and all legal process in regard to this letter agreement shall be in writing and shall be deemed validly given, made or served, if (a) given by email, when such email is sent to the email address set forth below and the appropriate confirmation is received or (b) if given by any other means, when actually received during normal business hours at the address specified in this subsection:

if to the Company:

SandRidge Energy, Inc.

123 Robert S. Kerr Ave.

Oklahoma City, Ok 73102

Attention:    General Counsel
Email:    pwarman@sandridgeenergy.com

if to the Icahn Group:

Icahn Associates Corp.

767 Fifth Avenue, 47th Floor

New York, New York 10153

Attention:    Keith Cozza
Email:    KCozza@sfire.com

with a copy to (which shall not constitute notice):

Icahn Associates Corp.

767 Fifth Avenue, 47th Floor

New York, New York 10153

Attention:    Louie Pastor
Email:    LPastor@sfire.com

 

13. If at any time subsequent to the date hereof, any provision of this letter agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall have no effect upon the legality or enforceability of any other provision of this letter agreement.

 

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14. This letter agreement may be executed (including by facsimile or PDF) in two or more counterparts which together shall constitute a single agreement.

 

15. This letter agreement and the rights and obligations herein may not be assigned or otherwise transferred, in whole or in part, by you without the express written consent of the Company. This letter agreement, however, shall be binding on successors of the parties to this letter agreement.

 

16. This letter agreement shall expire two years from the date on which the Shareholder Designee ceases to be a director of the Company. Each of the parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this letter agreement, and that it has executed the same with the advice of said counsel. Each party and its counsel cooperated and participated in the drafting and preparation of this agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties, and any controversy over interpretations of this agreement shall be decided without regards to events of drafting or preparation. The term “including” shall in all instances be deemed to mean “including without limitation.”

Please confirm your agreement with the foregoing by signing and returning one copy of this letter agreement to the undersigned, whereupon this letter agreement shall become a binding agreement between you and the Company.

 

Very truly yours,
SANDRIDGE ENERGY, INC.
By:  

/s/ Philip T. Warman

Name:   Philip T. Warman
Title:   Executive Vice President and General Counsel

 

6

CARL C. ICAHN
By:  

/s/ Carl C. Icahn

  Carl C. Icahn
HIGH RIVER LIMITED PARTNERSHIP
By:   Hopper Investments LLC, its general partner
By:   Barberry Corp., its sole member
By:  

/s/ Keith Cozza

Name:   Keith Cozza
Title:   Secretary; Treasurer
HOPPER INVESTMENTS LLC
By:   Barberry Corp., its sole member
By:  

/s/ Keith Cozza

Name:   Keith Cozza
Title:   Secretary; Treasurer

[Signature Page to Confidentiality Agreement]

BARBERRY CORP.
By:  

/s/ Keith Cozza

Name:   Keith Cozza
Title:   Secretary; Treasurer
ICAHN PARTNERS LP
By:  

/s/ Keith Cozza

Name:   Keith Cozza
Title:   Chief Operating Officer
ICAHN PARTNERS MASTER FUND LP
By:  

/s/ Keith Cozza

Name:   Keith Cozza
Title:   Chief Operating Officer
ICAHN ENTERPRISES G.P. INC.
By:  

/s/ Keith Cozza

Name:   Keith Cozza
Title:   President; and Chief Executive Officer
ICAHN ENTERPRISES HOLDINGS L.P.
By:   Icahn Enterprises G.P. Inc., its general partner
By:  

/s/ Keith Cozza

Name:   Keith Cozza
Title:   President; and Chief Executive Officer

[Signature Page to Confidentiality Agreement]

IPH GP LLC
By:  

/s/ Keith Cozza

Name:   Keith Cozza
Title:   Chief Operating Officer
ICAHN CAPITAL LP
By:  

/s/ Keith Cozza

Name:   Keith Cozza
Title:   Chief Operating Officer
ICAHN ONSHORE LP
By:  

/s/ Keith Cozza

Name:   Keith Cozza
Title:   Chief Operating Officer
ICAHN OFFSHORE LP
By:  

/s/ Keith Cozza

Name:   Keith Cozza
Title:   Chief Operating Officer
BECKTON CORP
By:  

/s/ Keith Cozza

Name:   Keith Cozza
Title:   Secretary; Treasurer

[Signature Page to Confidentiality Agreement]

JESSE LYNN
By:  

/s/ Jesse Lynn

  Jesse Lynn

[Signature Page to Confidentiality Agreement]

LOUIE PASTOR
By:  

/s/ Louie Pastor

  Louie Pastor

[Signature Page to Confidentiality Agreement]

SCHEDULE A

CARL C. ICAHN

HIGH RIVER LIMITED PARTNERSHIP

HOPPER INVESTMENTS LLC

BARBERRY CORP.

ICAHN PARTNERS LP

ICAHN PARTNERS MASTER FUND LP

ICAHN ENTERPRISES G.P. INC.

ICAHN ENTERPRISES HOLDINGS L.P.

IPH GP LLC

ICAHN CAPITAL LP

ICAHN ONSHORE LP

ICAHN OFFSHORE LP

BECKTON CORP.

 

Schedule A

Exhibit 99.1

 

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SandRidge Energy Announces Preliminary Voting Results of 2018 Annual Meeting and Reaches

Agreement with Icahn Capital Regarding Board Composition

Board Expanded to Eight Directors

OKLAHOMA CITY, June 19, 2018 — SandRidge Energy, Inc. (“SandRidge” or the “Company”) (NYSE: SD) today announced that, based on preliminary voting results at today’s 2018 Annual Meeting, Sylvia K. Barnes and William M. Griffin have been re-elected and Robert Alexander, Jonathan Christodoro, John J. “Jack” Lipinski, and Randolph C. Read, nominees who were put forth by Icahn Capital (“Icahn”), were elected to the SandRidge Board. The results for the seventh seat on the Board were too close to call as of the close of the polls.

As part of a settlement agreement, the remaining nominees for election to the Board withdrew their nominations following the closing of the polls. In addition, the six newly-elected Directors have agreed to expand the Board by one seat to eight, and agreed to appoint Jonathan Frates and David Kornder to the remaining seats. As a result, the newly constituted SandRidge Board will consist of three incumbent Directors and five Icahn nominees: Robert Alexander, Sylvia K. Barnes, Jonathan Christodoro, Jonathan Frates, William M. Griffin, David Kornder, John J. “Jack” Lipinski, and Randolph C. Read.

SandRidge issued the following statement:

“We are pleased to have reached this agreement with Icahn and welcome our new directors to the Board. We look forward to working together in a constructive manner as we execute our plan and continue our strategic review process to maximize value for all SandRidge shareholders. The last several months have presented numerous challenges for our employees and we want to thank our team for their ongoing commitment and dedication. We would also like to thank our departing directors for their service and contributions to the Company.”

SandRidge also noted that the preliminary voting results indicate that shareholders voted against the continuation of the Short-Term Rights Plan and the non-binding proposal related to compensation of the Company’s named executive officers. Shareholders voted to appoint PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.

The voting outcomes are considered preliminary until the final results are tabulated and certified by the independent inspector of elections. The final results will be reported on a Form 8-K that will be filed with the Securities and Exchange Commission (SEC) in due course and available at the SEC’s website at www.sec.gov.

About SandRidge Energy, Inc.

SandRidge Energy, Inc. (NYSE: SD) is an oil and natural gas exploration and production company headquartered in Oklahoma City, Oklahoma with its principal focus on developing high-return, growth oriented projects in Oklahoma and Colorado. The majority of the Company’s production is generated from the Mississippi Lime formation in Oklahoma and Kansas. Development activity is currently focused on the Meramec formation in the NW STACK Play in Oklahoma and multiple oil rich Niobrara benches in the North Park Basin in Colorado.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains forward-looking statements concerning our expectations for future performance, including statements regarding the exploration of strategic alternatives, the pursuit of options that maximize shareholder value and the consideration of candidates for nomination to SandRidge’s Board of Directors. These “forward-looking statements” are based on currently available

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information, operating plans and projections about future events and trends. They inherently involve risks and uncertainties that could cause actual results to differ materially from those predicted in such forward looking statements. Such risks and uncertainties include, but are not limited to: uncertain outcome, impact, effects and results of SandRidge’s exploration of strategic alternatives; and any changes in general economic or industry specific conditions. SandRidge cautions that the foregoing list of factors is not exclusive. Additional information concerning these and other risk factors is contained in SandRidge’s public filings with the SEC, which are available at the SEC’s website, http://www.sec.gov. Each forward-looking statement speaks only as of the date of the particular statement, and SandRidge undertakes no obligation to publicly update any of these forward-looking statements to reflect events or circumstances that may arise after the date hereof.

Investor Contact:

Johna Robinson

Investor Relations

SandRidge Energy, Inc.

123 Robert S. Kerr Avenue

Oklahoma City, OK 73102

+1 (405) 429-5515

MacKenzie Partners, Inc.

Dan Burch, +1 (212) 929-5748, dburch@mackenziepartners.com

Paul Schulman, +1 (212) 929-5364, pschulman@mackenziepartners.com

Media Contact:

SVC

Bryan Locke, +1 (312) 895-4700, blocke@sardverb.com

Exhibit 99.2

 

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SandRidge Energy Announces Final Voting Results of 2018 Annual Meeting and the Appointment of Chairman of the Board and Committee Chairs

OKLAHOMA CITY, June 25, 2018 — SandRidge Energy, Inc. (“SandRidge” or the “Company”) (NYSE: SD) today announced that the final voting results from its 2018 Annual Meeting of Stockholders were certified on June 22 by the independent inspector of elections. As a result of the election, and as part of a previously announced settlement agreement with Icahn Capital (“Icahn”), the newly constituted SandRidge Board of Directors (the “Board”) consists of Robert G. Alexander, Sylvia K. Barnes, Jonathan Christodoro, Jonathan Frates, William M. Griffin, David Kornder, John J. “Jack” Lipinski and Randolph C. Read.

In addition, the Company’s shareholders voted against the continuation of the Short-Term Rights Plan and the non-binding proposal related to compensation of the Company’s named executive officers. Shareholders voted to appoint PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018. These results will be reported on a Form 8-K that will be filed with the Securities and Exchange Commission (SEC) in due course and available at the SEC’s website at www.sec.gov.

Effective June 22, 2018, the Company announced that its Board appointed Jonathan Frates as Chairman of the Board. “I am honored to be selected by my fellow Board members to serve as chairman in this pivotal moment in the history of SandRidge,” said Board Chairman Jonathan Frates. Mr. Frates has served as a director of numerous public companies and has served as a Managing Director specializing in energy investments at Icahn Enterprises L.P. since November 2015. Icahn Enterprises is a diversified holding company engaged in a variety of businesses, including investment, automotive, energy, gaming, railcar, food packaging, metals, mining, real estate and home fashion. Prior to joining Icahn Enterprises, Mr. Frates served as a Senior Business Analyst at First Acceptance Corp. and as an Associate at its holding company, Diamond A Ford Corp. Mr. Frates began his career as an Investment Banking Analyst at Wachovia Securities LLC.

The Company also announced the appointment of Randolph C. Read as Chair of the Audit Committee, John J. “Jack” Lipinski as Chair of the Compensation Committee, and Robert G. Alexander as Chair of the Nominated and Governance Committee, each effective June 22, 2018.

The Company also announced it had entered into a confidentiality agreement with Icahn, on June 22, 2018. In addition, the Company arranged with Icahn that, subject to compliance with the confidentiality agreement, it would provide certain Icahn representatives board observer rights, with such rights being terminable at any time and subject to certain limited exceptions.

In addition, on June 22, 2018, the Company was informed that Icahn would not be submitting an offer in connection with the Company’s strategic review process.

About SandRidge Energy, Inc.

SandRidge Energy, Inc. (NYSE: SD) is an oil and natural gas exploration and production company headquartered in Oklahoma City, Oklahoma with its principal focus on developing high-return, growth oriented projects in Oklahoma and Colorado. The majority of the Company’s production is generated from the Mississippi Lime formation in Oklahoma and Kansas. Development activity is currently focused on the Meramec formation in the NW STACK Play in Oklahoma and multiple oil rich Niobrara benches in the North Park Basin in Colorado.

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Cautionary Statement Regarding Forward-Looking Statements

This communication contains forward-looking statements concerning our expectations for future performance. These “forward-looking statements” are based on currently available information, operating plans and projections about future events and trends. They inherently involve risks and uncertainties that could cause actual results to differ materially from those predicted in such forward looking statements. Such risks and uncertainties include, but are not limited to: uncertain outcome, impact, effects and results of SandRidge’s exploration of strategic alternatives; and any changes in general economic or industry specific conditions. SandRidge cautions that the foregoing list of factors is not exclusive. Additional information concerning these and other risk factors is contained in SandRidge’s public filings with the SEC, which are available at the SEC’s website, http://www.sec.gov. Each forward-looking statement speaks only as of the date of the particular statement, and SandRidge undertakes no obligation to publicly update any of these forward-looking statements to reflect events or circumstances that may arise after the date hereof.

Investor Contact:

Johna Robinson

Investor Relations

SandRidge Energy, Inc.

123 Robert S. Kerr Avenue

Oklahoma City, OK 73102

+1 (405) 429-5515