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  4. [8-K] SANDRIDGE ENERGY INC Reports Material Event

SandRidge (NYSE: SD) investors back longer incentive plan and tax protections

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(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

SandRidge Energy, Inc. reported governance changes and voting results from its 2026 annual stockholders meeting. The board approved Amendment No. 3 to its Tax Benefits Preservation Plan, extending its expiration from July 1, 2026 to July 1, 2029, with stockholder approval to be sought at the 2027 annual meeting.

Stockholders approved an amendment to the 2016 Omnibus Incentive Plan, extending its term until June 10, 2036. As of the April 13, 2026 record date, 36,918,259 common shares were outstanding, and 31,723,455 shares (85.92%) were represented. All nominated directors were elected, the selection of Grant Thornton was ratified, executive compensation received advisory approval, and the incentive plan extension was approved.

Positive

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Negative

  • None.

Insights

SandRidge extends tax preservation and incentive plans, with all key proposals approved by large majorities.

The board extended the Tax Benefits Preservation Plan to July 1, 2029 and stockholders extended the Omnibus Incentive Plan term to June 10, 2036. These moves keep existing structures for protecting tax attributes and granting equity-based compensation in place for longer.

Quorum was strong, with 31,723,455 shares (approximately 85.92%) represented out of 36,918,259 outstanding as of April 13, 2026. All director nominees and compensation-related items, including say-on-pay and the incentive plan extension, received clear approval, indicating broad support for the current board and pay framework.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Tax Benefits Plan expiry July 1, 2029 Extended from July 1, 2026 under Amendment No. 3
Omnibus Incentive Plan term Until June 10, 2036 Extended upon stockholder approval at 2026 annual meeting
Shares outstanding 36,918,259 shares Common stock outstanding as of April 13, 2026 record date
Shares represented 31,723,455 shares (85.92%) Shares present in person or by proxy at 2026 annual meeting
Say-on-pay support 25,190,485 votes for Advisory vote on named executive officer compensation
Incentive plan extension vote 24,247,239 votes for Proposal 4 to extend Omnibus Incentive Plan term to 2036
Auditor ratification support 31,632,466 votes for Ratification of Grant Thornton as independent auditor
Tax Benefits Preservation Plan financial
"the Tax Benefits Preservation Plan dated as of July 1, 2020 (as amended, the “Tax Benefits Preservation Plan”)"
A tax benefits preservation plan is a company’s set of policies and actions designed to protect valuable tax attributes—like net operating losses, credits, or favorable tax statuses—when the business changes ownership, reorganizes, or conducts large transactions. Investors care because preserving these tax benefits can reduce future tax bills and improve cash flow, much like keeping a valuable coupon valid so future purchases cost less, which can affect earnings and valuation.
Omnibus Incentive Plan financial
"the Company’s 2016 Omnibus Incentive Plan (as amended and restated, the “Omnibus Incentive Plan”)"
An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.
Advisory Vote to Approve Named Executive Officer Compensation financial
"Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation"
Broker Non-Votes financial
"Votes For | | Votes Against | | Abstentions | | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Material Definitive Agreement regulatory
"Item 1.01. Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
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Understanding 8-K Material Events →
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 10, 2026

 

 

  

SANDRIDGE ENERGY, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

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

 

1 E. Sheridan Ave., Suite 500
Oklahoma City, OK 73104

(Address of Principal Executive Offices)

 

(405) 429-5500

Registrant’s Telephone Number, Including Area Code

 

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 Instruction A.2. below):

 

☐Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

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

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.001 par value   SD   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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.

 

The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated into this Item 1.01 by reference.

 

Item 3.03 Material Modification to the Right of Security Holders.

 

On June 10, 2026, the Board of Directors (the “Board”) approved SandRidge Energy Inc.’s (the “Company” or “SandRidge”) entry into an amendment (“Amendment No. 3”) to the Tax Benefits Preservation Plan dated as of July 1, 2020 (as amended, the “Tax Benefits Preservation Plan”) to extend the expiration time of the Tax Benefits Preservation Plan from July 1, 2026 to July 1, 2029.

 

The Company will submit Amendment No. 3 to the Company’s stockholders for approval at the 2027 Annual Meeting.

 

The summary of Amendment No. 3 is qualified in its entirety by reference to Amendment No. 3, a copy of which is attached hereto as Exhibit 4.1 and is incorporated 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 10, 2026, at the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) of the Company, the Company’s stockholders approved the adoption of an amendment (the “Incentive Plan Amendment”) to the Company’s 2016 Omnibus Incentive Plan (as amended and restated, the “Omnibus Incentive Plan”), pursuant to which the expiration date of the Omnibus Incentive Plan was extended until June 10, 2036, the tenth anniversary of the date of stockholder approval of the Incentive Plan Amendment. The Board previously approved the Incentive Plan Amendment, subject to stockholder approval at the 2026 Annual Meeting. The Incentive Plan Amendment became effective at the time of stockholder approval.

 

The Incentive Plan Amendment and the principal terms of the Omnibus Incentive Plan were previously described in the section titled “Proposal 4: Extension of the Term of the Omnibus Incentive Plan” of the Company’s definitive proxy statement on Schedule 14A, which was filed with the Securities and Exchange Commission (“SEC”) on April 27, 2026 (the “2026 Proxy Statement”). The descriptions of the Incentive Plan Amendment and the Omnibus Incentive Plan contained herein and in the Proxy Statement are qualified in their entirety by reference to the amended and restated Omnibus Incentive Plan, a copy of which is included in the 2026 Proxy Statement as Annex A thereto, and attached hereto as Exhibit 10.1.

 

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

 

The Company held the 2026 Annual Meeting in Oklahoma City, Oklahoma on June 10, 2026. As of the record date of April 13, 2026, the Company had 36,918,259 shares of common stock outstanding. A total of 31,723,455 shares (85.92%) were present at the 2026 Annual Meeting by proxy or in person.

 

The following matters, detailed descriptions of which are contained in the 2026 Proxy Statement, were voted on at the 2026 Annual Meeting:

 

(1)Election of six directors to serve on the Company’s Board until the 2027 Annual Meeting of Stockholders;

 

(2)Ratification of the selection of Grant Thornton LLP (“Grant Thornton”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026;

 

(3)Non-binding advisory vote to approve the compensation paid the Company’s named executive officers during 2025; and

 

(4)Approval of the extension of the term of the Company’s Omnibus Incentive Plan to 2036.

 

1

 

 

The Company’s stockholders approved proposals (1), (2), (3) and (4).

 

Proposal 1 – Election of Directors

 

Directors  Votes For   Votes Against   Abstentions   Broker Non-Votes 
Nancy Dunlap   23,262,287    2,550,859    196,229    5,714,080 
Jaffrey A. Firestone   25,547,041    401,663    60,671    5,714,080 
Brett Icahn   24,128,571    1,516,439    364,365    5,714,080 
Vincent Intrieri   24,980,433    968,371    60,571    5,714,080 
Jacob M. Katz   25,871,153    74,286    63,936    5,714,080 
Grayson Pranin   25,874,064    74,615    60,696    5,714,080 

 

Proposal 2 – Ratification of Selection of Grant Thornton

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
31,632,466   25,031   65,958   —

 

Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
25,190,485   729,024   89,866   5,714,080

 

Proposal 4 – Approval of the Extension of the Term of the Company’s Omnibus Incentive Plan to 2036

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
24,247,239   1,628,397   133,739   5,714,080

 

Item 9.01. Financial Statements and Exhibits.

 

d) Exhibits.

 

Exhibit No.  Description
4.1  Third Amendment to Tax Benefits Preservation Plan, dated June 15, 2026, between SandRidge Energy, Inc. and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC) as Rights Agent.
10.1+  SandRidge Energy, Inc. 2016 Omnibus Incentive Plan, as amended.
104  Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

+Indicates a compensatory plan.

 

2

 

 

SIGNATURE

 

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

 

  SANDRIDGE ENERGY, INC.
   
Dated: June 15, 2026 By: /s/ Jonathan Frates
  Name:  Jonathan Frates
  Title: Executive Vice President and Chief Financial Officer

 

3

 

Source: View Original Filing on SEC EDGAR

FAQ

What change did SandRidge Energy (SD) make to its Tax Benefits Preservation Plan?

SandRidge’s board approved Amendment No. 3 to its Tax Benefits Preservation Plan, extending the plan’s expiration from July 1, 2026 to July 1, 2029. The amendment will be submitted for stockholder approval at the company’s 2027 annual meeting.

How did SandRidge Energy (SD) stockholders vote on the Omnibus Incentive Plan extension?

Stockholders approved extending the term of SandRidge’s 2016 Omnibus Incentive Plan to June 10, 2036. Proposal 4 received 24,247,239 votes for, 1,628,397 against, 133,739 abstentions, and 5,714,080 broker non-votes at the 2026 annual meeting.

What was the quorum and share count for SandRidge Energy’s 2026 annual meeting?

SandRidge had 36,918,259 shares of common stock outstanding as of April 13, 2026. At the 2026 annual meeting, 31,723,455 shares, representing approximately 85.92% of outstanding shares, were present in person or by proxy, establishing a strong quorum.

Which proposals did SandRidge Energy (SD) stockholders approve at the 2026 annual meeting?

Stockholders elected all director nominees, ratified Grant Thornton as independent auditor, approved named executive officer compensation on an advisory basis, and approved extending the term of the Omnibus Incentive Plan to 2036. Each proposal received more votes for than against.

How did SandRidge Energy (SD) stockholders vote on executive compensation in 2026?

In the advisory vote on named executive officer compensation, SandRidge received 25,190,485 votes for, 729,024 against, and 89,866 abstentions, with 5,714,080 broker non-votes. This outcome indicates stockholder support for the company’s executive pay program.

What auditor did SandRidge Energy (SD) stockholders ratify at the 2026 meeting?

Stockholders ratified the selection of Grant Thornton as SandRidge’s independent registered public accounting firm. The ratification vote totaled 31,632,466 votes for, 25,031 against, and 65,958 abstentions, with no broker non-votes reported on this proposal.

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