PR Newswire
SilverBow needs experienced, independent directors who are capable and open to assessing all value enhancing alternatives to create significant long-term shareholder value
Urges shareholders to vote "FOR" all three of Kimmeridge's highly qualified, independent nominees to SilverBow's nine-person staggered board on the GOLD proxy card
NEW YORK and DENVER , May 7, 2024 /PRNewswire/ -- Kimmeridge, an alternative asset manager focused on the energy sector and the largest shareholder of SilverBow Resources ("SilverBow" or the "Company") holding 12.9% of outstanding shares, today released an investor presentation detailing SilverBow's consistent track record of worst-in-class governance.
The presentation highlights a Board of Directors (the "Board") that:
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Prioritizes itself and management over shareholder returns, with a mindset that has permeated throughout the entire organization: resulting in worst-in-class governance, misaligned incentives, compensation that pays despite performance and value-destructive M&A.
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Has built a fortress of entrenchment to avoid shareholder accountability: a classified Board, a never-ending poison pill, no ability to call a special meeting, deliberately defensive refreshment of the Board, dual CFO / GC role (the only such instance among 2,272 listed companies on the NYSE), super-majority and plurality vote standards, and so on.
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Pretends to "refresh" its ranks, but does so with familiar faces who have worked closely with Chairman Rowland or CEO Woolverton during much of their careers.
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Doesn't have successful transaction expertise. Indeed, while the Board touts its incumbent directors' deep M&A experience, it fails to inform shareholders that nearly
$100Bn
of transaction value was executed prior to those companies filing for bankruptcy. The quality of transaction experience matters.
- Are net and active sellers of SilverBow stock – selling even while the Company was under NDA with Kimmeridge.
In contrast to SilverBow's incumbent directors, Kimmeridge's nominees are E&P industry leaders who have the necessary skills – including transaction expertise, track records of effective capital allocation and M&A, and a proven commitment to best-in-class corporate governance – to address the long-standing historical challenges that have constrained SilverBow's performance. These nominees will undertake a fresh, deeply thoughtful and independent assessment of SilverBow's strategy and governance – to ensure a sustainable future for the Company and drive value for all shareholders.
Kimmeridge urges all SilverBow shareholders to vote " FOR " all of Kimmeridge's nominees — Carrie Fox , Douglas Brooks , and Katherine Minyard — and " WITHHOLD" on all of SilverBow's directors up for election — Gabriel Ellisor , Kathleen McAllister , and Charles Wampler — on the GOLD proxy card.
Additional information
Additional information regarding Kimmeridge's definitive proxy statement can be found at www.Kimmeridge.com/sbow/ .
About Kimmeridge
Founded in 2012 by Ben Dell, Dr. Neil McMahon and Henry Makansi, Kimmeridge is an alternative asset manager focused on the energy sector. The firm is differentiated by its direct investment approach, deep technical knowledge, active portfolio management, proven sustainability track record and proprietary research and data gathering.
Media
Daniel Yunger / Anntal Silver / Emma Cloyd
Kekst CNC
Kekst-Kimmeridge@kekstcnc.com
Investors
John Ferguson
Saratoga Proxy Consulting LLC
jferguson
@saratogaproxy.com
(212) 257-1311
Cautionary Statement Regarding Forward-Looking Statements
This press release does not constitute an offer to sell or solicitation of an offer to buy any of the securities described herein in any state to any person. The information herein contains "forward-looking statements". Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as "may," "will," "expects," "believes," "anticipates," "plans," "estimates," "projects," "potential," "targets," "forecasts," "seeks," "could," "should" or the negative of such terms or other variations on such terms or comparable terminology. Similarly, statements that describe our objectives, plans or goals are forward-looking. Forward-looking statements are subject to various risks and uncertainties and assumptions. There can be no assurance that any idea or assumption herein is, or will be proven, correct or that any of the objectives, plans or goals stated herein will ultimately be undertaken or achieved. If one or more of such risks or uncertainties materialize, or if Kimmeridge underlying assumptions prove to be incorrect, the actual results may vary materially from outcomes indicated by these statements. Accordingly, forward-looking statements should not be regarded as a representation by Kimmeridge that the future plans, estimates or expectations contemplated will ever be achieved.
Important Information
Kimmeridge Energy Management Company, LLC, KEF Investments, LP, KEF Fund V Investments, LP, Benjamin Dell , Alexander Inkster , Neda Jafar, Denis Laloy , Noam Lockshin , Henry Makansi , Neil McMahon , Douglas E. Brooks , Carrie M. Fox and Katherine L. Minyard (collectively, the "Participants") have filed a definitive proxy statement and accompanying GOLD proxy card (the "Proxy Statement") with the Securities and Exchange Commission (the "SEC") to be used to solicit proxies in connection with the 2024 annual meeting of shareholders of SilverBow. Shareholders of the Company are advised to read the Proxy Statement and other documents related to the solicitation of proxies with respect to the Company by the Participants because they contain important information, including additional information related to the Participants and a description of their direct or indirect interests by security holdings or otherwise. Such materials are available at no charge on the SEC's website, https://www.sec.gov or at www.Kimmeridge.com/sbow/ .
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SOURCE Kimmeridge
