Stockholder Meeting

Chaparral Energy


NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 6, 2018 AND PROXY STATEMENT

The below letter, proxy statement, proxy card and business reply envelope were mailed to Chaparral's stockholders on or about February 7, 2018.

NOTICE IS HEREBY GIVEN that a special meeting of stockholders will be held on March 6, 2018, at 10:00 a.m. local time at the offices of Thompson & Knight LLP, 900 Third Avenue, 20th Floor, New York, New York 10022-4728 to consider a proposal to approve and adopt a first amendment to that certain stockholders agreement, dated as of March 21, 2017, by and among the company and the stockholders to:

  1. Remove a restriction under the stockholders agreement that would permit Chaparral to become subject to Section 13 of the Securities Exchange Act of 1934, as amended, prior to December 15, 2018, without first obtaining the affirmative vote or written consent of the holders of at least two-thirds of the then issued and outstanding shares of Class A common stock and Class B common stock, par value $0.01 per share
  2. eliminate preemptive rights currently existing under the stockholders agreement, which would be applicable to the issuance or sale of company securities pursuant to a private placement or other transaction exempt from or not subject to the registration requirements of the Securities Act of 1933, as amended, to the extent such transaction does not result in the issuance of more than 100,000 shares of company common stock and does not result in more than 100 new holders of company common stock

The accompanying proxy statement contains information regarding the matters that shareholders will be asked to consider and vote on at the special meeting.

Chaparral's Board of Directors has unanimously determined that this proposal is in the best interests of the company and its stockholders, and recommends that stockholders vote FOR the proposal. If approved and adopted, then:

  • Stockholder approval would no longer be required for the company to become subject to Section 13 of the Securities Exchange Act prior to December 15, 2018
  • Stockholders would no longer have preemptive rights on certain new issuances, sales or distributions of company securities

The board has fixed the close of business on February 1, 2018, as the record date for the determination of stockholders entitled to notice of and vote at the special meeting or any reconvened meeting after any adjournment or postponement of the meeting. Only holders of record of our common stock at the close of business on February 1, 2018 are entitled to vote with this proxy.

Representation of your shares at the meeting is very important. All stockholders are cordially invited to attend the special meeting in person, however, whether or not you attend, YOU MAY VOTE BY TELEPHONE, THE INTERNET OR BY COMPLETING, SIGNING, DATING AND MAILING THE ENCLOSED PROXY CARD OR VOTING INSTRUCTION CARD IN THE ENVELOPE PROVIDED AS PROMPTLY AS POSSIBLE TO ENSURE THAT YOUR VOTE IS COUNTED.

 

Click here to read the full March 6 proxy statement. If you have questions regarding the proxy statement or how to submit your vote, please call 405-426-6700.