Leading Independent Proxy Advisory Firms ISS and Glass Lewis Both Recommend that SilverBow Resources Shareholders Vote “FOR” the Re-Election of SilverBow’s Three Director Nominees
In their respective
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“Given that it does not appear that change on the board is needed at this time, votes for management nominees Ellisor, McAllister, and Wampler, as well as withholds against dissident nominees Brooks, Fox, and
Minyard , are warranted on the management (WHITE) card.” (ISS)
- “In each of the dissident’s three approaches of the [Company] since 2022, the board appears to have responded appropriately. The board’s reasons for a failure to consummate a transaction include a failure of the parties to reach a consensus regarding valuation (2022 and 2024), and the failure of the dissident to secure financing (2023).” (ISS)
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“We do not see that Kimmeridge substantively addresses [the substantial contraction in value for the Laredo Assets] in its materials, including by acknowledging the possibility that the board's acceptance of Kimmeridge's
August 23, 2022 term sheet could have been materially value destructive for SilverBow shareholders.” (Glass Lewis)
- “The most evident hurdle to Kimmeridge's platform, in our view, is that SilverBow very recently demonstrated strong strategic and financial execution in the wake of large-scale M&A, disclosure of which has correlated with a substantial increase in shareholder value.” (Glass Lewis)
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“Coupled with perspectives relating to SilverBow's recent performance, including the Company's first full quarter of execution following SilverBow's largest
Eagle Ford acquisition to date, we do not find there exists a sufficiently compelling case to suggest board change is warranted as an extension of the Company's recent M&A activity, or, more broadly, prevailing market impressions of SilverBow's operational and financial execution and updated guidance.” (Glass Lewis)
- “[…] we believe available materials suggest the board made reasonable effort to engage around an array of potential alternatives, including by executing multiple NDAs, submitting counterproposals and, at one point, agreeing on specific buyout terms which were subsequently abandoned by Kimmeridge (a development which, again and for the avoidance of doubt, we do not believe is particularly well addressed in the Dissident's materials).” (Glass Lewis)
Commenting on the recommendations, SilverBow issued the following statement:
The support of both ISS and Glass Lewis for the re-election of SilverBow’s highly qualified and independent director nominees and recommendations of “WITHHOLD” against the election of each of Kimmeridge’s nominees is further evidence that the SilverBow Board is acting in the best interests of our shareholders.
ISS and Glass Lewis recognize that SilverBow has the right Board and the right strategy to continue to deliver enhanced value for shareholders. The Company has a track record of successfully executing its plan, and our first quarter results and increased 2024 outlook demonstrate that we have strong momentum.
The SilverBow Board remains committed to acting in the best interests of the Company and ALL SilverBow shareholders.
SilverBow strongly urges shareholders to follow ISS and Glass Lewis’s recommendations and vote “FOR” the re-election of SilverBow’s three highly qualified director nominees –
Your Vote Is Important!
Please vote on the WHITE proxy card “FOR” the Company’s three nominees, “WITHHOLD” on Kimmeridge’s nominees, and “FOR” ALL other Company proposals using one of the following options:
Remember, please discard and do not sign any gold Kimmeridge proxy card. If you have already voted using a gold proxy card, you may cancel that vote simply by voting again using the Company’s WHITE proxy card. Only your latest-dated vote will count!
If you have any questions about how to vote your shares, please call the firm assisting us with the solicitation of proxies:
INNISFREE M&A INCORPORATED Shareholders may call:
1 (877) 825-8793 (toll-free from the +1 (412) 232-3651 (from other countries) |
ABOUT
FORWARD-LOOKING STATEMENTS
This communication includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements represent management’s expectations or beliefs concerning future events, and it is possible that the results described in this communication will not be achieved. These forward-looking statements are based on current expectations and assumptions and are subject to a number of risks and uncertainties, many of which are beyond our control. All statements, other than statements of historical fact included in this communication, including those regarding our strategy, the benefits of the acquisitions, future operations, guidance and outlook, financial position, prospects, plans and objectives of management are forward-looking statements. When used in this communication, words such as “will,” “could,” “believe,” “anticipate,” “intend,” “estimate,” “budgeted,” “guidance,” “expect,” “may,” “continue,” “potential,” “plan,” “project,” “positioned,” “should” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to, the following risks and uncertainties: further actions by the members of the
All forward-looking statements speak only as of the date of this communication. You should not place undue reliance on these forward-looking statements. The Company’s capital budget, operating plan, service cost outlook and development plans are subject to change at any time. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this communication are reasonable, we can give no assurance that these plans, intentions or expectations will be achieved. The risk factors and other factors noted herein and in the Company’s
All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the foregoing. We undertake no obligation to publicly release the results of any revisions to any such forward-looking statements that may be made to reflect events or circumstances after the date of this communication or to reflect the occurrence of unanticipated events, except as required by law.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
The Company, its directors and certain of its executive officers and employees are or will be participants in the solicitation of proxies from shareholders in connection with the 2024 Annual Meeting. The Company has filed the Definitive Proxy Statement with the
The identity of the participants, their direct or indirect interests, by security holdings or otherwise, and other information relating to the participants are available in the Definitive Proxy Statement (available here) in the section entitled “Security Ownership of Board of Directors and Management” and Appendix F. To the extent holdings of the Company’s securities by the Company’s directors and executive officers changes from the information included in this communication, such information will be reflected on Statements of Change in Ownership on Forms 3, 4 or 5 filed with the
SHAREHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER DOCUMENTS TO BE FILED BY THE COMPANY WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Shareholders are able to obtain, free of charge, copies of all of the foregoing documents, any amendments or supplements thereto at the SEC’s website (http://www.sec.gov). Copies of the foregoing documents, any amendments or supplements thereto are also available, free of charge, at the “Investor Relations” section of the Company’s website (https://www.sbow.com/investor-relations).
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