DEFA14A

DEFA14A 1 d687625ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant x Filed by a party other than the Registrant ¨

Check the appropriate box:


¨		Preliminary Proxy Statement
¨		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨		Definitive Proxy Statement
x		Definitive Additional Materials
¨		Soliciting Material Pursuant to §.240.14a-12

CHESAPEAKE ENERGY CORPORATION

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(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)

Payment of Filing Fee (Check the appropriate box):


x	No fee required.
¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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	(2)	Aggregate number of securities to which transaction applies:
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	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
¨	Fee paid previously with preliminary materials.
¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

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Exercise Your Right to Vote Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on June 13, 2014. CHESAPEAKE ENERGY CORPORATION Meeting Information Meeting Type: Annual Meeting For holders as of: April 14, 2014 Date: June 13, 2014 Time: 10:00 A.M. Local Time Location: Chesapeake Energy Corporation Building 12 6100 North Western Avenue Oklahoma City, OK 73118 You are receiving this communication because you hold shares in the company named above. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. proxy See the materials reverse and side voting of this instructions. notice to obtain M75391-P48594 6100 NORTH WESTERN AVENUE OKLAHOMA CITY, OK 73118

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Before You Vote How to Access the Proxy Materials Proxy Materials Available to VIEW or RECEIVE: How To Vote Please Choose One of the Following Voting Methods Vote In Person: If you plan to attend the annual meeting, you must request an admission ticket in advance. You may request tickets by visiting www.chk.com/proxy and providing the required information. Requests for admission tickets must be received by the Company no later than June 6, 2014. At the meeting, you will need to request a ballot to vote the shares. Please refer to the proxy statement for additional details on attending the Annual Meeting of Shareholders and voting the shares in person. Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before June 1, 2014 to facilitate timely delivery. How to View Online: Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET: www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*: sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line. PROXY STATEMENT ANNUAL REPORT XXXX XXXX XXXX XXXX XXXX XXXX XXXX XXXX XXXX M75392-P48594 Proxy Materials Available to VIEW or RECEIVE:

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Voting Items M75393-P48594 Unless otherwise directed, this proxy will be voted FOR all nominees listed. 1. Election of Directors 1c. John J. Lipinski 1b. Robert D. Lawler 1h. Merrill A. “Pete” Miller, Jr. 1a. Vincent J. Intrieri 1f. R. Brad Martin 1i. Thomas L. Ryan 1e. Archie W. Dunham 1d. Frederic M. Poses 1g. Louis A. Raspino Company Proposals - The Board of Directors recommends a vote FOR Proposals 2 - 8. 4. To approve an amendment to our Bylaws to implement proxy access. 2. To approve an amendment to our Certificate of Incorporation to declassify our Board of Directors. 6. An advisory vote to approve our named executive offi cer compensation. 7. To adopt a new Long Term Incentive Plan. 8. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting fi rm for the fi scal year ending December 31, 2014. 5. To approve an amendment to our Certificate of Incorporation to eliminate supermajority voting requirements. 3. To approve an amendment to our Certificate of Incorporation to increase the maximum number of Directors that may constitute our Board.

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M75394-P48594