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:
- 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.
- 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.
- 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.
- 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