8-K

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 14, 2023

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 14, 2023, the Board of Directors (the “Board”) approved SandRidge Energy Inc.’s (the “Company or “SandRidge”) entry into an amendment (“Amendment No. 2”) 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, 2023 to July 1, 2026.

The Company will submit Amendment No. 2 to the Company’s stockholders for approval at the 2024 Annual Meeting.

The summary of Amendment No. 2 is qualified in its entirety by reference to Amendment No. 2, a copy of which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

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

The Company held its 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”) in Oklahoma City, Oklahoma on June 14, 2023. As of the record date of April 24, 2023, the Company had 36,901,534 shares of common stock outstanding. A total of 29,360,085 shares (79.56%) were present at the 2023 Annual Meeting by proxy or in person.

The following matters, detailed descriptions of which are contained in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2023 (the “2023 Proxy Statement”), were voted on at the 2023 Annual Meeting:

(1) Election of five directors to serve on the Company’s Board until the 2024 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, 2023;

(3) Non-binding advisory vote to approve the compensation paid the Company’s named executive officers during 2022; and

(4) Non-binding advisory vote on whether a non-binding stockholder vote to approve the compensation of the Company’s named executive officers should occur every one, two, or three years.

The Company’s stockholders approved proposals (1), (2) and (3) and recommended a non-binding advisory vote to approve the compensation of the Company’s named executive officers every one year.

Proposal 1 – Election of Directors

Directors	Votes For		Votes Against		Abstentions		Broker Non-Votes
Jaffrey A. Firestone		19,904,374		272,718		111,669		9,071,324
Jonathan Frates		18,016,618		2,159,312		112,831		9,071,324
John Lipinski		14,454,646		5,717,046		117,069		9,071,324
Randolph C. Read		19,409,250		766,918		112,593		9,071,324
Nancy Dunlap		19,882,441		298,759		107,561		9,071,324

Proposal 2 – Ratification of Selection of Grant Thornton

Votes For	Votes Against	Abstentions	Broker Non-Votes
28,565,823	65,422	728,840	—

Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation

Votes For	Votes Against	Abstentions	Broker Non-Votes
19,812,788	323,583	152,390	9,071,324

Proposal 4 – Advisory Vote on the Frequency of Stockholder Approval of Named Executive Officer Compensation

1-Year	2-Years	3-Years	Abstentions
19,063,494	17,027	1,080,669	127,571

Item 9.01. Financial Statements and Exhibits.

d) Exhibits.

Exhibit No.	Description
4.1	Second Amendment to Tax Benefits Preservation Plan, dated July 1, 2020, between SandRidge Energy, Inc. and American Stock Transfer & Trust Company, LLC as Rights Agent.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 20, 2023	By:	/s/ Salah Gamoudi
	Name:	Salah Gamoudi
	Title:	Executive Vice President, Chief Financial Officer and Chief Accounting Officer

EX-4.1

Exhibit 4.1

SECOND AMENDMENT TO TAX BENEFITS PRESERVATION PLAN

This SECOND AMENDMENT TO Tax Benefits Preservation Plan, dated as of June 20, 2023 (and effective as of 12:01 A.M., New York City time, on such date) (this “Amendment”), is made and entered into by and between SandRidge Energy, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as rights agent (the “Rights Agent”). Any capitalized term used herein and not otherwise defined shall have the meaning ascribed to such term in the Tax Benefits Preservation Plan (as defined below).

WHEREAS, the Company is a party to a Tax Benefits Preservation Plan, dated as of July 1, 2020, with American Stock Transfer & Trust Company, LLC, a New York limited liability trust company as rights agent (the “Rights Agent”), as amended by that certain First Amendment to Tax Benefits Preservation Plan, dated March 16, 2021, by and between the Company and the Rights Agent (as amended, the “Tax Benefits Preservation Plan”);

WHEREAS, Section 27 of the Rights Agreement provides that, prior to the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of the Tax Benefits Preservation Plan without the approval of any holders of certificates representing shares of Common Stock;

WHEREAS, the Tax Benefits Preservation Plan currently expires at the close of business on July 1, 2023 (the “Expiration Time”); and

WHEREAS, after due and careful consideration, the board of directors of the Company (the “Board”) has determined that it would be in the best interests of the Company and its stockholders to extend the Expiration Time to July 1, 2026 (the “Extended Expiration Time”).

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:

1. The Tax Benefits Preservation Plan is hereby amended by amending and replacing Section 7(a) with the following:

(a) Subject to Section 7(e), the registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein including the restrictions on exercisability set forth in Section 7(c), Section 9(c), Section 11(a)(iii) and Section 23(a)) in whole or in part at any time after the Distribution Time upon surrender of the Rights Certificate, with the form of election to purchase and the certificate on the reverse side thereof properly completed and duly executed, to the Rights Agent at the offices of the Rights Agent designated for such purpose, accompanied by a signature guarantee and such other documentation as the Rights Agent may reasonably request together with payment of the aggregate Exercise Price with respect to the total number of one one-thousandths of a share of Preferred Stock (or Common Stock, other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercisable,

at or prior to the earliest of (i) the Close of Business on the day following the certification of the voting results of the Company’s 2024 annual meeting of stockholders or any prior special meeting of stockholders, if at such stockholder meeting a proposal to approve this Agreement has not been passed by the affirmative vote of the holders of at least majority of the shares of Common Stock entitled to vote at the 2024 annual meeting of stockholders or any other meeting of the stockholders of the Company duly held prior to such meeting, (ii) the time at which the Rights are redeemed as provided in Section 23, (iii) the time at which such Rights are exchanged pursuant Section 24, (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 13(f), at which time, the Rights are terminated, (v) the time at which the Board determines that the NOLs are utilized in all material respects or that an ownership change under Section 382 would not adversely impact in any material respect the time period in which the Company could use the NOLs, or materially impair the amount of the NOLs that could be used by the Company in any particular time period, for applicable tax purposes and (vi) the Close of Business on July 1, 2026 (the “Final Expiration Time”) (the earliest of (i), (ii), (iii), (iv), (v), and (vi) being herein referred to as the “Expiration Time”).

2. Except as expressly amended hereby, the Tax Benefits Preservation Plan shall remain in full force and effect.

3. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State.

4. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

5. The undersigned executive officer, in the undersigned’s capacity as an executive officer of the Company, hereby certifies, on behalf of the Company, that this Amendment is in compliance with the terms of Section 27 of the Tax Benefits Preservation Plan.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.

SANDRIDGE ENERGY, INC.
By:	/s/ Salah Gamoudi
Name	Salah Gamoudi
Title:	EVP & Chief Financial Officer
AMERICAN STOCK TRANSFER &
TRUST COMPANY, LLC
By:	/s/ Paula Caroppoli
Name	Paula Caroppoli
Title:	Senior Vice President, Director

XML

Document and Entity Information	Jun. 14, 2023
Cover [Abstract]
Entity Registrant Name	SANDRIDGE ENERGY INC
Amendment Flag	false
Entity Central Index Key	0001349436
Document Type	8-K
Document Period End Date	Jun. 14, 2023
Entity Incorporation State Country Code	DE
Entity File Number	1-33784
Entity Tax Identification Number	20-8084793
Entity Address, Address Line One	1 E. Sheridan Ave.
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	Oklahoma City
Entity Address, State or Province	OK
Entity Address, Postal Zip Code	73104
City Area Code	(405)
Local Phone Number	429-5500
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.001 par value
Trading Symbol	SD
Security Exchange Name	NYSE
Entity Emerging Growth Company	false