SandRidge Energy (SD) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 11, 2025, with voting on director elections, auditor ratification, and executive compensation approval.

• Proxy materials are primarily distributed via the Internet, with options for paper copies upon request.

• Stockholders of record as of April 14, 2025, are eligible to vote, with 36,687,591 shares outstanding.

• Voting can be done by mail, phone, internet, or in person at the meeting.

Voting matters and shareholder proposals

• Proposals include electing five directors, ratifying Grant Thornton LLP as auditor, and a non-binding vote on 2024 executive compensation.

• The board recommends voting FOR all proposals.

• Stockholders can submit proposals or director nominations for the 2026 meeting, with deadlines and requirements specified.

Board of directors and corporate governance

• Five nominees for the board: Firestone, Intrieri, Pranin, Read, and Dunlap; Lipinski will not stand for re-election.

• Majority of directors are independent; CEO is not considered independent.

• Board leadership is separated between an independent chair and the CEO.

• Committees: Audit, Compensation, and Nominating & Governance, all composed of independent directors.

• Annual board and committee evaluations are conducted.