SBOW SilverBow Resources Inc

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

 

 

Filed by the Registrant o

 

Filed by a Party other than the Registrant þ

 

Check the appropriate box:

 

o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o	Definitive Proxy Statement
þ	Definitive Additional Materials
o	Soliciting Material Under Rule 14a-12

 

SilverBow Resources, Inc.

(Name of Registrant as Specified in Its Charter)

 

KEF Investments, LP

KEF Fund V Investments, LP

Kimmeridge Energy Management Company, LLC

Benjamin Dell

Alexander Inkster

Neda Jafar

Denis Laloy

Noam Lockshin

Henry Makansi

Neil McMahon

Douglas E. Brooks

Carrie M. Fox

Katherine L. Minyard

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

 

Payment of Filing Fee (check the appropriate box):

 

þ	No fee required.
o	Fee paid previously with preliminary materials.
o	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

On May 7, 2024, Kimmeridge Energy Management, LLC issued a press release (the “Press Release”) and released a supplemental presentation (the “Presentation”) relating to SilverBow Resources, Inc. A copy of the Press Release is set forth as Exhibit 1. A copy of the Presentation is set forth as Exhibit 2.

 

Exhibit 1

Kimmeridge Releases Presentation on SilverBow’s Unabashed Worst-in-Class Governance

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 – 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.

 

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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/.

 

Exhibit 2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

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