NYSE: SD SANDRIDGE ENERGY INC 8-K

SandRidge extends tax benefits plan to 2029, shareholders approve equity plan extension

Filed June 16, 2026 · Period ending June 10, 2026 · ~1 min read

Key Changes

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Board extended Tax Benefits Preservation Plan from July 2026 to July 2029 to protect NOL carryforwards, subject to shareholder approval at 2027 annual meeting.

Item 3.03 — Material Modification to Rights of Security Holders verify on EDGAR →
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Shareholders approved 10-year extension of equity incentive plan through June 2036 with 93.7% support, ensuring continued ability to grant stock-based compensation.

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
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All six directors elected at annual meeting; Nancy Dunlap received lowest support at 90.1% (9.9% opposition), while other nominees received 96.8%-99.7% support.

Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
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Say-on-pay vote passed with 97.2% support; auditor ratification approved with 99.9% support. Annual meeting turnout was 85.92% of outstanding shares.

Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
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Item 1.01 disclosure appears incomplete or truncated in the filing, providing no details about a material definitive agreement entered June 10, 2026.

Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR →

Summary

SandRidge Energy's board extended the company's Tax Benefits Preservation Plan by three years to July 2029, a move designed to protect valuable net operating loss carryforwards from IRS limitations triggered by ownership changes. The extension requires shareholder approval at the 2027 annual meeting, giving investors a say in whether to maintain this ownership-change deterrent.

At the 2026 annual meeting, shareholders approved extending the equity incentive plan through 2036 with 93.7% support, ensuring the company can continue granting stock options and restricted stock to attract talent. All six director nominees were elected with support ranging from 90.1% to 99.7%.

Nancy Dunlap's 9.9% opposition was the highest among directors but remains within normal ranges for boards with activist involvement. Executive compensation received 97.2% approval and the auditor was ratified with 99.9% support, both routine outcomes. The filing contains an incomplete Item 1.01 disclosure about a material definitive agreement entered June 10, 2026—investors should watch for an amendment or complete filing to understand what agreement was signed and its business impact.

Section-by-Section Diff

Event · Item 1.01 — Entry into a Material Definitive Agreement

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Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.

1 Added

Added Material definitive agreement high

Added in current filing · verify on EDGAR →

Item 1.01. Entry into a Material Definitive Agreement.

The information set forth in

The 8-K discloses entry into a material definitive agreement under Item 1.01, but the filing body appears incomplete or truncated. The text cuts off mid-sentence after 'The information set forth in', providing no details about the nature, parties, or terms of the agreement. Investors should seek the complete filing or subsequent amendments to understand what agreement was entered into and its business impact.

Event · Item 3.03 — Material Modification to Rights of Security Holders

~100 words

Item 3.03 — Material Modification to Rights of Security Holders filed; see Key Changes for terms.

2 Added

Added Tax Benefits Preservation Plan extension medium

Added in current filing · verify on EDGAR →

On June 10, 2026, the Board of Directors (the “Board”) approved SandRidge Energy Inc.’s (the “Company” or “SandRidge”) entry into an amendment (“Amendment No. 3”) to the Tax Benefits Preservation Plan dated as of July 1, 2020 (as amended, the “Tax Benefits Preservation Plan”) to extend the expiration time of the Tax Benefits Preservation Plan from July 1, 2026 to July 1, 2029.

The Board approved a three-year extension of the company's Tax Benefits Preservation Plan, pushing its expiration from July 1, 2026 to July 1, 2029. Such plans are typically adopted to preserve net operating loss carryforwards and other tax attributes by deterring ownership changes that could trigger IRS limitations under Section 382. The extension suggests the company continues to view these tax assets as valuable and worth protecting from potential ownership shifts.

Added Shareholder approval requirement medium

Added in current filing · verify on EDGAR →

The Company will submit Amendment No. 3 to the Company’s stockholders for approval at the 2027 Annual Meeting.

The extension is contingent on shareholder approval at the 2027 Annual Meeting. This means the plan's continuation beyond July 2026 is not yet final and shareholders will have the opportunity to vote on whether to maintain this ownership-change deterrent mechanism for another three years.

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~300 words

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.

1 Added

Added Incentive plan extension medium

Added in current filing · verify on EDGAR →

On June 10, 2026, at the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) of the Company, the Company’s stockholders approved the adoption of an amendment (the “Incentive Plan Amendment”) to the Company’s 2016 Omnibus Incentive Plan (as amended and restated, the “Omnibus Incentive Plan”), pursuant to which the expiration date of the Omnibus Incentive Plan was extended until June 10, 2036, the tenth anniversary of the date of stockholder approval of the Incentive Plan Amendment.

Shareholders voted to extend the 2016 Omnibus Incentive Plan for another 10 years, through June 10, 2036. This plan governs equity-based compensation awards to employees, directors, and consultants. The extension ensures the company can continue granting stock options, restricted stock, and other equity incentives to attract and retain talent through 2036.

Event · Item 5.07 — Submission of Matters to a Vote of Security Holders

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SandRidge Energy held its 2026 annual meeting with 85.92% turnout; shareholders elected six directors and approved auditor, executive pay, and equity plan extension.

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Added Director elections medium

Added in current filing · view on EDGAR → · paraphrased

Directors: Nancy Dunlap - Votes For 23,262,287, Votes Against 2,550,859, Abstentions 196,229, Broker Non-Votes 5,714,080; Jaffrey A. Firestone - Votes For 25,547,041, Votes Against 401,663, Abstentions 60,671, Broker Non-Votes 5,714,080; Brett Icahn - Votes For 24,128,571, Votes Against 1,516,439, Abstentions 364,365, Broker Non-Votes 5,714,080; Vincent Intrieri - Votes For 24,980,433, Votes Against 968,371, Abstentions 60,571, Broker Non-Votes 5,714,080; Jacob M. Katz - Votes For 25,871,153, Votes Against 74,286, Abstentions 63,936, Broker Non-Votes 5,714,080; Grayson Pranin - Votes For 25,874,064, Votes Against 74,615, Abstentions 60,696, Broker Non-Votes 5,714,080

All six director nominees were elected. Support ranged from 90.1% to 99.7% of votes cast. Nancy Dunlap received the lowest support at 90.1% (9.9% opposition), while Katz and Pranin received the highest at 99.7%. Dunlap's opposition level of 9.9% represents 6.9% of shares outstanding, which is elevated but not unusual for contested or activist-influenced boards.

Added Equity plan extension medium

Added in current filing · verify on EDGAR → · paraphrased

Proposal 4 – Approval of the Extension of the Term of the Company's Omnibus Incentive Plan to 2036: Votes For 24,247,239, Votes Against 1,628,397, Abstentions 133,739, Broker Non-Votes 5,714,080

Shareholders approved extending the Omnibus Incentive Plan term to 2036 with 93.7% support (24,247,239 for vs. 1,628,397 against), representing 65.7% of shares outstanding. The 6.3% opposition is modest and the approval ensures the company can continue using equity-based compensation for another decade.

Show 3 minor / wording changes

Added Annual meeting quorum and turnout low

Added in current filing · verify on EDGAR →

As of the record date of April 13, 2026, the Company had 36,918,259 shares of common stock outstanding. A total of 31,723,455 shares (85.92%) were present at the 2026 Annual Meeting by proxy or in person.

The annual meeting achieved 85.92% turnout with 31,723,455 of 36,918,259 outstanding shares represented, well above typical quorum requirements and indicating strong shareholder participation.

Added Auditor ratification low

Added in current filing · verify on EDGAR → · paraphrased

Proposal 2 – Ratification of Selection of Grant Thornton: Votes For 31,632,466, Votes Against 25,031, Abstentions 65,958, Broker Non-Votes —

Shareholders ratified Grant Thornton LLP as the independent auditor for 2026 with 99.9% support (31,632,466 for vs. 25,031 against), representing 85.7% of shares outstanding. This overwhelming approval is routine for auditor ratifications.

Added Say-on-pay vote low

Added in current filing · verify on EDGAR → · paraphrased

Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation: Votes For 25,190,485, Votes Against 729,024, Abstentions 89,866, Broker Non-Votes 5,714,080

The advisory say-on-pay vote passed with 97.2% support (25,190,485 for vs. 729,024 against), representing 68.2% of shares outstanding. The 2.8% opposition is well below typical thresholds for concern and indicates strong shareholder approval of executive compensation practices.