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:
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[ ]
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Preliminary
Proxy Statement
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[ ]
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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[X]
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to §240.14a-12
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CHESAPEAKE
ENERGY CORPORATION
(Name
of Registrant as Specified in its Charter)
(Name
of Person(s) Filing Proxy Statement
if
Other Than the Registrant)
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of Filing Fee (Check the appropriate box):
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[X]
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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1)
Title of each class of securities to which transaction
applies:
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2)
Aggregate number of securities to which transaction
applies:
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3)
Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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4)
Proposed maximum aggregate value of transaction:
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5)
Total fee paid:
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Fee
paid previously with preliminary materials.
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box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify
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previous filing by
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filing.
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1)
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3)
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4)
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6100
North Western Avenue
Oklahoma
City, Oklahoma 73118
SUPPLEMENT
TO PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
To
Be Held on June 12, 2009
On April
30, 2009, Chesapeake Energy Corporation (the “Company”) filed a definitive proxy
statement with the Securities and Exchange Commission relating to the Company’s
2009 Annual Meeting of Shareholders. The purpose of this supplement
is to amend the proxy statement to revise the proposal to approve an amendment
to our Long Term Incentive Plan (the “LTIP”) and to provide additional
information regarding this proposal.
In our
proxy statement dated May 13, 2009, the Company asked shareholders to approve an
amendment to the LTIP which would increase the aggregate number of shares
available for award under the LTIP from 25,000,000 to 32,000,000 shares, an
increase of 7,000,000 shares. The Company has elected to reduce the
proposed increase to 6,500,000 shares and is asking shareholders to vote to
approve an amendment to the LTIP to increase the aggregate number of shares of
common stock which are available for awards under the LTIP from 25,000,000
shares to 31,500,000 shares.
As
of the record date, stock options outstanding and shares available for issuance
under the Company’s stock incentive plans are the following:
There are
no revisions to the proxy statement other than the above-described reduction in
shares proposed for the LTIP amendment and the addition of the information in
note (2). The Company's board of directors recommends that you vote,
or give instructions to vote, FOR the proposal to increase the shares available
under the LTIP, as amended by this supplement (Voting Item 3). Please
refer to information under General Information beginning
on page 1 of the proxy statement for important information about
voting.
Important
Notice Regarding the Availability of Proxy Materials
For
the Shareholder Meeting to be Held on June 12, 2009: The Proxy
Statement, including this Supplement,
and Annual Report for 2008 are
available at http://www.chk.com/proxy
The
date of this Supplement is May 27, 2009.