Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Disclosure Controls and Procedures.
Under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, the Company performed an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(b) and 15d-15(b) as of the end of the period covered by this annual report. Based on that evaluation, the Company’s Chief Executive Officer and its Chief Financial Officer concluded that its disclosure controls and procedures were effective as of December 31, 2021 to provide reasonable assurance that the information required to be disclosed by the Company in its reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosur e .
Management’s Report on Internal Control over Financial Reporting
The information required to be filed pursuant to this item is set forth under the captions “Management’s Report on Internal Control over Financial Reporting” in Item 8 of this report.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B. Other Information
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item is incorporated herein by reference to the following sections of the Company’s definitive proxy statement, which will be filed no later than April 30, 2022: “Director Biographical Information,” “Executive Officers,” “Compliance with Section 16(a) of the Exchange Act” and “Corporate Governance Matters.”
Item 11. Executive Compensation
The information required by this item is incorporated herein by reference to the following sections of the Company’s definitive proxy statement, which will be filed no later than April 30, 2022: “Director Compensation,” “Outstanding Equity Awards” and “Executive Officers and Compensation.”
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated herein by reference to the following sections of the Company’s definitive proxy statement, which will be filed no later than April 30, 2022: “Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management.”
Item 13. Certain Relationships and Related Transactions and Director Independence
The information required by this item is incorporated herein by reference to the following sections of the Company’s definitive proxy statement, which will be filed no later than April 30, 2022: “Related Party Transactions” and “Corporate Governance Matters.”
Item 14. Principal Accounting Fees and Services
The information required by this item is incorporated herein by reference to the section captioned “Ratification of Selection of Independent Registered Public Accounting Firm” in the Company’s definitive proxy statement, which will be filed no later than April 30, 2022.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
The following documents are filed as a part of this report:
1. Consolidated Financial Statements
Reference is made to the Index to Consolidated Financial Statements appearing on page 58 .
2. Financial Statement Schedules
All financial statement schedules have been omitted because they are not applicable or the required information is presented in the consolidated financial statements or notes thereto.
3. Exhibits
EXHIBIT INDEX
Incorporated by Reference
Exhibit
No.
Exhibit Description Form SEC
File No.
Exhibit Filing Date Filed
Herewith
2.1 Amended Joint Chapter 11 Plan of Reorganization of SandRidge Energy, Inc., et al., dated September 19, 2016
8-A 001-33784 2.1 10/4/2016
3.1 Amended and Restated Certificate of Incorporation of SandRidge Energy, Inc.
8-A 001-33784 3.1 10/4/2016
3.2 Amended and Restated Bylaws of SandRidge Energy, Inc.
8-A 001-33784 3.2 10/4/2016
3.3 Certificate of Designations of Series B Participating Preferred Stock of SandRidge Energy, Inc.
8-K 001-33784 3.1 11/27/2017
3.4 Certificate of Designation of Series A Junior Participating Preferred Stock of SandRidge Energy, Inc., as filed with the Secretary of State of Delaware
8-A 001-33784 3.1 7/2/2020
4.1 Form of specimen Common Stock certificate of SandRidge Energy, Inc.
8-K 001-33784 4.1 10/7/2016
4.2 Warrant Agreement, dated as of October 4, 2016, between SandRidge Energy, Inc. and American Stock Transfer & Trust Company, LLC, as warrant agent
8-K 001-33784 10.6 10/7/2016
4.3 Registration Rights Agreement dated as of October 4, 2016, among SandRidge Energy, Inc. and the holders party thereto
8-A 001-33784 10.1 10/4/2016
4.4 Stockholder Rights Agreement, dated as of November 26, 2017, between SandRidge Energy, Inc. as the Company, and American Stock Transfer & Trust Company, LLC as Rights Agent
8-K 001-33784 4.1 11/27/2017
4.5 First Amendment to Stockholder Rights Agreement, dated as of January 22, 2018, by and between SandRidge Energy, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent
8-K 001-33784 4.1 1/23/2018
4.6 Description of Registrant's Securities
10-K 001-33784 4.6 2/27/2020 *
10.1† SandRidge Energy, Inc. 2016 Omnibus Incentive Plan
8-K 001-33784 10.8 10/7/2016
10.1.1† Form of Restricted Stock Award Certificate and Agreement for SandRidge Energy, Inc. 2016 Omnibus Incentive Plan
10-K 001-33784 10.1.4 3/3/2017
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Incorporated by Reference
Exhibit
No.
Exhibit Description Form SEC
File No.
Exhibit Filing Date Filed
Herewith
10.1.1.1† Form of Amendment No. 1 to the Restricted Stock Award Certificate and Agreement for SandRidge Energy, Inc. 2016 Omnibus Incentive Plan
10-Q 001-33784 10.1.4.1 11/3/2017
10.1.2† Form of Performance Share Unit Award Certificate and Agreement for SandRidge Energy, Inc. 2016 Omnibus Incentive Plan
10-K 001-33784 10.1.5 3/3/2017
10.1.3† Form of Non-employee Director Restricted Stock Award Certificate and Agreement for SandRidge Energy, Inc. 2016 Omnibus Incentive Plan
10-Q 001-33784 10.1.6 8/7/2017
10.1.3.1† Form of Amendment No. 1 to the Non-employee Director Restricted Stock Award Certificate and Agreement for SandRidge Energy, Inc. 2016 Omnibus Incentive Plan
10-Q 001-33784 10.1.6.1 11/3/2017
10.1.4† Form of Restricted Stock Award Certificate and Agreement (Double Trigger) for SandRidge Energy, Inc. 2016 Omnibus Incentive Plan
10-K 001-33784 10.1.7 2/22/2018
10.1.5† Form of Non-employee Director Restricted Stock Award Agreement for SandRidge Energy, Inc. 2016 Omnibus Incentive Plan, dated July 17, 2018
10-Q 001-33784 10.1.1 11/8/2018
10.2† Amended and Restated SandRidge Energy, Inc. 2016 Omnibus Incentive Plan, dated August 8, 2018
10-Q 001-33784 10.1 11/8/2018
10.2.1† Form of Executive Restricted Stock Award Agreement for Amended and Restated SandRidge Energy, Inc. 2016 Omnibus Incentive Plan
10-Q 001-33784 10.1.2 11/8/2018
10.2.2† Form of Performance Share Unit Award Agreement for Amended and Restated SandRidge Energy, Inc. 2016 Omnibus Incentive Plan
10-Q 001-33784 10.1.3 11/8/2018
10.2.3† Form of Option Award Agreement for Amended and Restated SandRidge Energy, Inc. 2016 Omnibus Incentive Plan
10-K 001-33784 10.2.3 3/4/2019
10.3† 2015 Form of Employment Agreement for Executive Vice Presidents and Senior Vice Presidents of SandRidge Energy, Inc.
10-Q 001-33784 10.3.4 11/5/2015
10.4† The SandRidge Energy, Inc. Special Severance Plan
10-Q 001-33784 10.3.7 5/09/2019
10.4.1† First Amendment to the SandRidge Energy, Inc. Special Severance Plan
10-Q 001-33784 10.3.8 5/09/2019
10.4.2† Second Amendment to the SandRidge Energy, Inc. Special Severance Plan
10-K 001-33784 10.4.2 2/27/2020
10.5† Form of Indemnification Agreement for directors and officers
8-K 001-33784 10.9 10/7/2016
10.6 Amended and Restated Credit Agreement, dated as of June 21, 2019, among SandRidge Energy, Inc., Royal Bank of Canada, as Administrative Agent, and the other lenders party thereto filed as Exhibit A to the Refinancing Amendment No. 2 to the Existing Credit Agreement
8-K 001-33784 10.1 6/27/2019
10.7 Pledge and Security Agreement, dated as of October 4, 2016, by SandRidge Energy, Inc., the other grantors party thereto, and Royal Bank of Canada, as Administrative Agent
10-K 001-33784 10.6 3/3/2017
10.8 Intercreditor and Subordination Agreement, dated as of October 4, 2016, among SandRidge Energy, Inc., Royal Bank of Canada, as priority lien agent, and Wilmington Trust, National Association, as the subordinated collateral trustee
8-K 001-33784 10.4 10/7/2016
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Incorporated by Reference
Exhibit
No.
Exhibit Description Form SEC
File No.
Exhibit Filing Date Filed
Herewith
10.9 Collateral Trust Agreement, dated as of October 4, 2016, among SandRidge Energy, Inc., the guarantors from time to time party thereto, Wilmington Trust, National Association, as Trustee under the Indenture, the other Parity Lien Representatives from time to time party thereto and Wilmington Trust, National Association, as Collateral Trustee
8-K 001-33784 10.5 10/7/2016
10.10.1 Settlement Agreement, dated June 19, 2018, by and among SandRidge Energy, Inc., Carl C. Icahn, Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Enterprises G.P. Inc., Icahn Enterprises Holdings L.P., IPH GP LLC, Icahn Capital L.P., Icahn Onshore LP, Icahn Offshore LP, Beckton Corp., High River Limited Partnership, Hopper Investments LLC and Barberry Corp. and Bob Alexander, Sylvia K. Barnes, Jonathan Christodoro, William M. Griffin, Jr., John “Jack” Lipinski and Randolph Read
8-K 001-33784 10.1 6/19/2018
10.10.2 Confidentiality Agreement, dated June 22, 2018, by and among SandRidge Energy, Inc., Carl C. Icahn, High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Enterprises G.P. Inc., Icahn Enterprises Holdings L.P., IPH GP LLC, Icahn Capital LP, Icahn Onshore LP, Icahn Offshore LP, Beckton Corp, Jesse Lynn and Louie Pastor
8-K 001-33784 10.2 6/19/2018
10.11 Letter Agreement, dated April, 2020, by and between the Company and Carl F. Giesler, Jr.
8-K 001-33784 10.1 4/7/2020
10.13 Real Estate Purchase and Sale Agreement, dated May 15, 2020, by and between Robinson Park, LLC and SandRidge Realty LLC
8-K 001-33784 10.1 5/19/2020
10.14 Tax Benefits Preservation Plan, dated July 1, 2020, between SandRidge Energy, Inc. and American Stock Transfer & Trust Company, LLC as Rights Agent
8-K 001-33784 4.1 7/2/2020
10.15 Letter Agreement, dated April 24, 2020, by and between the Company and Salah Gamoudi
8-K 001-33784 10.1 7/2/2020
10.16 Purchase and Sale Agreement by and between SandRidge Energy, Inc. and Gondola Resources, LLC, dated December 11, 2020
8-K 001-33784 2.1 12/14/2020
10.17 Stock Options Award Agreement - Grayson Pranin
*
10.18 Restricted Stock Units Award Agreement - Grayson Pranin
*
21.1 Subsidiaries of SandRidge Energy, Inc.
*
22.1 Subsidiary Guarantors and Issuers of Guaranteed Securities
10-K 001-33784 22.1 3/4/2021
23.1 Consent of Deloitte & Touche LLP
*
23.2 Consent of Cawley, Gillespie & Associates
*
23.3 Consent of Ryder Scott Company, L.P.
*
31.1 Section 302 Certification-Chief Executive Officer
*
31.2 Section 302 Certification-Chief Financial Officer
*
32.1 Section 906 Certifications of Chief Executive Officer and Chief Financial Officer
*
99.1 Report of Cawley, Gillespie & Associates
*
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. *
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Incorporated by Reference
Exhibit
No.
Exhibit Description Form SEC
File No.
Exhibit Filing Date Filed
Herewith
101.SCH XBRL Taxonomy Extension Schema Document *
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document *
101.DEF XBRL Taxonomy Extension Definition Document *
101.LAB XBRL Taxonomy Extension Label Linkbase Document *
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document *
† Management contract or compensatory plan or arrangement
Item 16. Form 10-K Summary
Not Applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SANDRIDGE ENERGY, INC.
By /s/ Grayson Pranin
Grayson Pranin
President, Chief Executive Officer and Chief Operating Officer
March 10, 2022
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Grayson Pranin and Salah Gamoudi and each of them severally, his true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his name, place and stead, in any and all capacities, any or all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them, full power and authority to do and perform in the name of on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying, approving and confirming all that said attorneys-in-fact and agents or their substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ GRAYSON PRANIN President, Chief Executive Officer and Chief Operating Officer (Principal Executive Officer)
March 10, 2022
Grayson Pranin
/s/ SALAH GAMOUDI Senior Vice President, Chief Financial Officer and Chief Accounting Officer
(Principal Financial and Accounting Officer)
March 10, 2022
Salah Gamoudi
/s/ JAFFREY FIRESTONE Director March 10, 2022
Jaffrey Firestone
/s/ JONATHAN FRATES Chairman March 10, 2022
Jonathan Frates
/s/ JOHN J. LIPINSKI Director March 10, 2022
John J. Lipinski
/s/ RANDOLPH C. READ Director March 10, 2022
Randolph C. Read
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