GeoPark Board Issues Response to Letter From Former Chair
BOGOTA, Colombia--(BUSINESS WIRE)--Jun 22, 2021--
GeoPark Limited (“GeoPark” or the “Company”) (NYSE: GPRK), a leading independent Latin American oil and gas explorer, operator and consolidator with operations and growth platforms in Colombia, Ecuador, Chile, Brazil and Argentina, today issued the following response from its Board of Directors to the letter it received from its former Chair Gerald O’Shaughnessy on June 18, 2021:
June 22, 2021
The Board has discussed your June 18 letter and finds it unacceptable that you have publicly disparaged the Company with assertions that we know, and you know, to be untrue – particularly after you served as Chair of GeoPark’s Board for nearly two decades.
As you bore witness to, this Board has engaged in significant, proactive refreshment efforts in recent years to increase independence and diversity – you yourself have approved the nomination of, and voted for, all of our Board members. With a majority of independent directors, our Board’s composition is now in line with corporate governance best practices and ensures we objectively pursue strategies that maximize shareholder value.
The decision to ask you to step down as Chair was initiated by our Independent Directors – without the involvement of non-independent directors or GeoPark management, and was unanimously approvedby the entireBoard, besides you. Given the Company’s long relationship with you, the Board does not believe it is necessary to express the reasons for this decision publicly.
In deciding not to nominate you at the upcoming annual meeting of shareholders and in accepting your resignation this latest time after your repeated threats to resign, the Board determined that the situation with you as Chair had become untenable and was simply not beneficial for the Company or its other shareholders. The Board has also been concerned that approximately 89% of your shares are pledged as collateral, and that you failed to address Board requests regarding these pledges. Given the above, the Board cannot accept your reinstatement. With respect to other potential candidates, we always welcome the opportunity to improve our Company by recommending the best people for our Board. However, we do not believe that a public letter attacking the Company and delivered long after the nomination deadline, is an appropriate process or forum for presenting candidates.
False and Misleading Claims
As members of the Board, in addition to the above, we are also compelled to correct a number of other false and misleading claims in your letter.
Improved Governance & Independence
Our Board’s continued evolution and increased diversity in recent years is an important and notable achievement, and one that we expect will help us build and deliver value to all shareholders. Following the upcoming Annual General Meeting, GeoPark expects to have a majority of independent directors (five out of eight) with a newly appointed independent Chair. We have added two new independent directors in the last year and have nominated a third independent director for election at the upcoming annual meeting of shareholders. Our Boardroom now contains more diversity of thought, encourages a free and open expression of ideas and opinions, and works constructively towards achieving consensus on all major decisions that impact the business. This continues to show our commitment for continuous improvement of our Company and governance, in the best interests of shareholders.
GeoPark today is well positioned to continue delivering consistent value and free cash flow while also being one of the safest, lowest cost operators in the region. We are flexible and disciplined, and we have a proven team and plan. We have been and remain committed to evaluating all value creation opportunities for our shareholders.
The GeoPark Board of Directors
A copy of GeoPark’s proxy statement and related materials as furnished to the SEC is available at no charge on the SEC website at www.sec.gov. In addition, copies of the proxy statement and other documents may be obtained free of charge by accessing the Company’s website at www.geo-park.com or at www.envisionreports.com/GPRK/2021/1B327AP21E/default.htm?voting=true.
CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION
This press release contains statements that constitute forward-looking statements. Many of the forward-looking statements contained in this press release can be identified by the use of forward-looking words such as “anticipate,” ‘‘believe,’’ ‘‘could,’’ ‘‘expect,’’ ‘‘should,’’ ‘‘plan,’’ ‘‘intend,’’ ‘‘will,’’ ‘‘estimate’’ and ‘‘potential,’’ among others.
Forward-looking statements that appear in a number of places in this press release include, but are not limited to, statements regarding the intent, belief or current expectations, regarding various matters, including the composition of the Board of Directors, the Board’s evolution and diversification, GeoPark’s positioning to continue delivering consistent value and free cash flow and GeoPark’s focus on value creation for shareholders. Forward-looking statements are based on management’s beliefs and assumptions, and on information currently available to the management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors.
Forward-looking statements speak only as of the date they are made, and the Company does not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances, or to reflect the occurrence of unanticipated events. For a discussion of the risks facing the Company which could affect whether these forward-looking statements are realized, see filings with the U.S. Securities and Exchange Commission (SEC).
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CONTACT: For further information, please contact:
Shareholder Value Director
T: +562 2242 9600
Market Access Director
T: +562 2242 9600
Investor Relations Director
T: +5411 4312 9400
Innisfree M&A Incorporated
Scott Winter / Gabrielle Wolf
Sard Verbinnen & Co.
Jared Levy / Kelsey Markovich
KEYWORD: SOUTH AMERICA COLOMBIA
INDUSTRY KEYWORD: OIL/GAS ENERGY
SOURCE: GeoPark Limited
Copyright Business Wire 2021.
PUB: 06/22/2021 06:20 PM/DISC: 06/22/2021 06:22 PM