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Whiting Petroleum Corporation has committed to submit to a vote of stockholders at its 2016 annual meeting an amendment to its by-laws to implement proxy access and an amendment to its certificate of incorporation to implement declassification of its board of directors. The amendments to the by-laws and certificate of incorporation will become effective if approved by stockholders at the 2016 annual meeting.
James J. Volker, Chairman, President and Chief Executive Officer, commented: "The decisions to seek stockholder approval to implement proxy access and declassify the board are consistent with Whiting’s commitment to good corporate governance practices. The views of our stockholders are important to Whiting. Therefore, our board of directors seriously considers such views and regularly reviews our corporate governance practices."
Proxy access allows eligible stockholders to place their own director nominees on the company’s proxy card, along with candidates nominated by the company’s board of directors. The amendment to the by-laws would specify an eligibility threshold of holding 3% or more of outstanding common stock for at least 3 years. It would also provide that an individual stockholder or group of up to 25 stockholders who meets the eligibility threshold, and who complies with specified procedural and disclosure requirements, could include in Whiting’s proxy materials stockholder-nominated director candidates. The number of stockholder-nominated director candidates may not exceed 25% percent of the directors then serving.
The amendment to the certificate of incorporation to declassify the board of directors would provide that directors would be elected to one-year terms as their existing three-year terms expire, beginning with the class of directors to be elected at Whiting’s 2017 annual meeting.