SANDRIDGE ENERGY, INC. (Exact name of registrant as specified in its charter)

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2018 SANDRIDGE ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation or Organization) File Number) Identification No.) 123 Robert S. Kerr Avenue Oklahoma City, Oklahoma Registrant s Telephone Number, including Area Code: (405) Not Applicable (Former name or former address, if changed since last report) (Zip Code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ( of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ( b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

2 Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers. DepartureofMr.BennettandMr.Bott On February 8, 2018, SandRidge Energy, Inc. ( SandRidge or the Company ) announced that James D. Bennett was terminated from his position as President and Chief Executive Officer of the Company, effective February 8, Also on February 8, 2018, SandRidge announced that Julian Bott would be terminated from his position as Chief Financial Officer of the Company following a transition period that will end at the close of business on the day the Company files its Annual Report on Form 10-K for the fiscal year ended on December 31, In connection with their terminations of employment, Messrs. Bennett and Bott will receive severance benefits in accordance with the terms of their Employment Agreements and the Separation Agreements attached thereto (the Agreements ) that are applicable to a termination without cause within two years following a Change in Control (as such terms are defined in the Agreements, and which Change in Control occurred on October 4, 2016 upon the Company s emergence from bankruptcy). The foregoing is qualified in its entirety by reference to the full text of the Agreements which were filed with the Securities and Exchange Commission (the Commission ) on February 27, 2015 as Exhibit to the Company s Annual Report on Form 10-K for the fiscal year ended on December 31, 2014 and on August 5, 2015 as Exhibit 10.1 to the Company s Current Report on Form 8-K, which are incorporated herein by reference. AppointmentofMr.GriffinasInterimPresidentandCEO Effective as of February 8, 2018, the board of directors (the Board ) of the Company appointed William M. Griffin, Jr., a director of the Company since October 2016, to serve as the Company s Interim President and Chief Executive Officer while the Company conducts a search for a permanent President and Chief Executive Officer. Following his appointment, Mr. Griffin will continue to serve on the Board, but he will no longer serve on the Board s Audit and Compensation Committees. Mr. Griffin has thirty-five years of technical and leadership experience with active public and privately owned upstream energy organizations in most oil and gas basins throughout the United States and Gulf of Mexico. Mr. Griffin most recently served as President and CEO of privately held Petro Harvester Oil & Gas from 2012 to August Mr. Griffin s background also includes senior leadership positions as President of Ironwood Oil & Gas, Senior Vice President of El Paso Exploration and Production Company, and Vice President of Sonat Exploration Company. In addition to Petro Harvester Oil & Gas, Mr. Griffin previously served on the boards of Black Warrior Methane Corp. and Four Star Oil & Gas Company. Mr. Griffin began his career with TXO Production Corp. and is a registered professional engineer with a B.S. in mechanical engineering from Texas A&M University. In connection with his appointment as interim President and Chief Executive Officer of the Company, the Company entered into an employment agreement with Mr. Griffin (the Interim CEO Employment Agreement ). The Interim CEO Employment Agreement has a term expiring five days after the date a successor President and Chief Executive Officer President is appointed by the Board, unless terminated earlier by either party upon 30 days advance written notice (the Employment Term ). During the Employment Term, Mr. Griffin (i) will receive a monthly salary of $70,000, prorated for any partial month of service during the Employment Term; (ii) will be eligible to participate in a bonus program with a target bonus equal to 50% of Mr. Griffin s salary with the amount of the bonus actually paid to Mr. Griffin being determined by the Compensation Committee of the Board (the Committee ) based on performance objectives established by the Committee; provided, however, that in the event of a Change in Control as defined in the Interim CEO Employment Agreement, Mr. Griffin s right to payments under the bonus program will vest for the duration of the Employment Term and such payments will be made for the duration of the Employment Term at the greater of the target bonus or the amount calculated by the Committee; (iii) will continue to receive an annual equity compensation award as granted to non-employee members of the Board, but will not receive an annual cash retainer or any other cash fees payable to non-employee members of the Board; (iv) will continue to vest in any outstanding equity awards as if he remained a non-employee director during the Employment Term; (v) will be eligible to

3 participate in the employee benefit plans and programs available to senior executives of the Company; and (vi) will be reimbursed for expenses incurred in the performance of his duties, including (a) reasonable commuting costs incurred for travel from his residence in Dallas, Texas to the Company s headquarters in Oklahoma City, Oklahoma, and (b) up to $2,500 monthly for the cost of housing in or near Oklahoma City, Oklahoma. Mr. Griffin will not be entitled to participate in any severance plan or otherwise receive any severance benefits or participate in the Company s employee equity compensation program. This summary is qualified in its entirety by reference to the full text of the Interim CEO Employment Agreement, which is attached hereto as Exhibit 10.1 and incorporated by reference herein. AppointmentofMr.JohnsonasInterimCFO The Board has also appointed Michael A. Johnson, the Company s Senior Vice President and Chief Accounting Officer since August 15, 2017, to serve as the Company s Interim Chief Financial Officer, effective upon the termination of Mr. Bott s employment. Prior to joining SandRidge, Mr. Johnson served as Senior Vice President Accounting, Controller and Chief Accounting Officer at Chesapeake Energy Corporation from 2000 until May 10, 2017 and served as its Vice President of Accounting and Financial Reporting from 1998 to 2000 and as Assistant Controller from 1993 to From 1991 to 1993, Mr. Johnson served as Project Manager of Phibro Energy Production, Inc. From 1987 to 1991, he served as an Audit Manager of Arthur Andersen & Co. Mr. Johnson is a Certified Public Accountant and graduated from the University of Texas at Austin in It is anticipated that Mr. Johnson s compensation arrangements will continue pursuant to the employment agreement he entered into with the Company in connection with his appointment as the Company s Senior Vice President and Chief Accounting Officer, as previously disclosed in the Company s Current Report on Form 8-K, filed with the Commission on August 1, AppointmentofMs.BarnesasDirector The Board, upon recommendation of its Nominating and Governance Committee, appointed Sylvia K. Barnes to serve as a director of the Company effective as of February 8, The Board affirmatively determined that Ms. Barnes is an independent director under the rules of the Securities and Exchange Commission and the New York Stock Exchange. Ms. Barnes was also appointed by the Board to serve as a member of the Audit and Compensation Committees of the Board. Sylvia K. Barnes is a Principal and owner of Tanda Resources LLC, a privately-held oil & gas investment and consulting company and has over 15 years of experience in energy investment banking practice. As a banker Ms. Barnes devoted her career to serving companies in the upstream oil and gas sector and she successfully executed a variety of mergers, acquisitions and divestiture transactions, and advised on public and private equity offerings and private debt and equity placements. Ms. Barnes is a member of the board of directors of Halcon Resources Corporation and serves on the Audit and Reserves Committees. Ms. Barnes began her career as a reservoir engineer for Esso Resources. Ms. Barnes graduated from the University of Manitoba with a Bachelor of Science in Engineering, was a licensed professional engineer in Alberta and earned a Masters of Business Administration in Finance from York University. The Company will enter into an indemnification agreement with Ms. Barnes, which indemnification agreement is materially consistent with the Form of Indemnification Agreement for Directors and Officers, which was filed with the Commission on October 7, 2016 as Exhibit 10.9 to the Company s Current Report on Form 8-K. The indemnification agreement generally requires the Company to (i) indemnify Ms. Barnes to the fullest extent permitted under Delaware law against liabilities that may arise by reason of her service to the Company and (ii) advance expenses reasonably incurred as a result of any proceeding against her as to which they could be indemnified.

4 Ms. Barnes will receive the same compensation for service on the Board as the other non-employee directors. The specific terms of such compensation are described further in the Company s annual proxy statement that was filed with the Commission on April 28, Any compensation paid to Ms. Barnes in 2018 will be prorated from the date of her appointment. RelatedPersons There are no arrangements or understandings between Ms. Barnes, Mr. Griffin or Mr. Johnson and any other person pursuant to which Ms. Barnes, Mr. Griffin or Mr. Johnson was appointed to the Board or as an executive officer of the Company, as applicable, and there are no relationships between Ms. Barnes, Mr. Griffin or Mr. Johnson and the Company that would require disclosure under Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934, as amended. Item 7.01 Regulation FD Disclosure. On February 8, 2018, SandRidge issued a press release relating to the termination of Messrs. Bennett and Bott from their positions as Chief Executive Officer and Chief Financial Officer, respectively, the appointment of Mr. Griffin and Mr. Johnson as Interim Chief Executive Officer and Interim Chief Financial Officer, respectively, and the appointment of Ms. Barnes as a director of the Company. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. On February 8, 2018, SandRidge issued a press release attaching a letter to SandRidge stockholders announcing the Company s updated strategic objectives, the Company s 2018 capital program with moderate outspend, and the Company s intention to significantly reduce general and administrative cash expenses. The press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information included with respect to this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act ) or otherwise subject to the liabilities of that section, nor shall such information, including Exhibits 99.1 and 99.2, be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements including, but not limited to, statements related to expectations about the hiring of a permanent Chief Executive Officer. Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from the Company s expectations, including, but not limited to, risks and uncertainties related to the timing of the Company s hiring of a permanent Chief Executive Officer and other risks and uncertainties described in the Company s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, filed on November 3, 2017, and in any subsequent filings with the SEC. These forward-looking statements speak only as of the date of this Current Report on Form 8-K, and the Company disclaims any intent or obligation to update these forward-looking statements to reflect events or circumstances after the date of such statements, except as may be required by law.

5 Item 9.01 (d) Exhibits. Financial Statements and Exhibits. Exhibit No. Description 10.1 Employment Agreement, effective as of February 8, 2018, between SandRidge Energy, Inc. and William M. Griffin, Jr Press release dated February 8, 2018 relating to the termination of Messrs. Bennett and Bott from their positions as Chief Executive Officer and Chief Financial Officer, respectively, the appointment of Mr. Griffin and Mr. Johnson as Interim Chief Executive Officer and Interim Chief Financial Officer, respectively, and the appointment of Ms. Barnes as a director of the Company Press release dated February 8, 2018 attaching a letter to SandRidge stockholders announcing the Company s updated strategic objectives, the Company s 2018 capital program with moderate outspend, and the Company s intention to significantly reduce general and administrative cash expenses.

6 SIGNATURE Pursuant to the requirements 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. (Registrant) Date: February 9, 2018 By: /s/ Philip T. Warman PhilipT.Warman ExecutiveVicePresident,GeneralCounselandCorporateSecretary

7 Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this Agreement ) is entered into this 8 th day of February, 2018 (the EffectiveDate ), by and between SandRidge Energy, Inc., a Delaware corporation (the Company ), and William M. Griffin, Jr. ( Executive ). WHEREAS, Executive currently serves as a non-employee member of the Company s Board of Directors (the Board ); and WHEREAS, the Company has determined that it is in the best interests of the Company and its stockholders to enter into an employment agreement with Executive for Executive to serve as the Company s interim President and Chief Executive Officer, and Executive is willing to serve as interim President and Chief Executive Officer of the Company, subject to the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, it is hereby covenanted and agreed by Executive and the Company as follows: 1. Employment. a. Term. Executive s employment under this Agreement shall commence on the Effective Date and shall terminate 5 days after the date a successor President and Chief Executive Officer is appointed by the Board and commences duties, unless terminated earlier by either party upon 30 days advance written notice pursuant to the procedures set forth in Section 4 hereof (the EmploymentTerm ). Subject to Section 2(b), upon termination of Executive s employment, Executive (or his estate, heirs or beneficiaries, as applicable) shall be entitled to (i) payment of any earned, but unpaid Salary, (ii) payment of any accrued but unused vacation or paid time off, and (iii) any employee benefits to which Executive is entitled upon termination of employment in accordance with the terms of the applicable plans and programs of the Company in which he is then a participant. b. Duties. During the Employment Term, Executive shall serve as interim President and Chief Executive Officer of the Company and shall report solely to the Board. Executive agrees that he shall perform his duties faithfully and efficiently and to the best of his abilities, subject to the directions of the Board. Executive shall devote Executive s full business time and efforts to the performance of Executive s assigned duties for the Company. Notwithstanding the foregoing, Executive may continue to serve on the board of directors of up to two other companies unless otherwise approved by the Board. During the Employment Term, the Company shall provide Executive with an office and administrative support at the Company s headquarters commensurate with his position. c. Board Service. During the Employment Term, Executive shall continue to serve as a director; provided, however, that Executive shall and hereby does resign from his service as a member of the Audit Committee and Compensation Committee of the Board. Upon termination of the Employment Term, Executive shall resume service as a non-employee member of the Board.

8 2. Compensation. a. Base Salary. During the Employment Term, the Company shall pay Executive a base salary (the Salary ) at the gross rate of $70,000 per month, payable in accordance with the Company s payroll practices as in effect for senior executives and prorated for any partial month in the Employment Term. b. Annual Bonus. During the Employment Term, Executive will be eligible to participate in a bonus program. Executive s target bonus will be 50% of his Salary with the amount of the bonus actually paid to Executive determined by the Compensation Committee based on performance objectives established by the Compensation Committee. Executive recognizes and acknowledges that the award of bonus compensation is not guaranteed or promised in any way; provided, however, that in the event of a Change In Control as defined in Appendix A, Executive s right to payments under the bonus program will vest for the duration of the Employment Term and such payments will be made for the duration of the Employment Term at the greater of target or at the amount calculated by the Compensation Committee. c. Board Compensation and Stock Ownership Requirements. During the Employment Term, Executive (i) shall continue to receive the annual equity compensation award granted to non-employee members of the Board, (ii) shall not receive the annual cash retainer or other cash fees paid to non-employee members of the Board, and (iii) shall continue to vest in his outstanding equity awards as if he remained a non-employee member of the Board during the Employment Term. During the Employment Term, Executive shall remain subject to the stock ownership requirements, if any, applicable to non-employee members of the Board, but not to the stock ownership requirements, if any, applicable to executives of the Company. d. Benefits. Executive shall be entitled to take time off for vacation or illness in accordance with the Company s policy for senior executives. Executive shall be eligible to participate in all employee benefit plans and programs maintained by the Company for its full-time employees; provided, however, that Executive shall not be entitled to participate in any severance plan or otherwise receive any severance benefits. Nothing herein shall affect the Company s right to alter, suspend, amend or discontinue any and all of its benefit plans, fringe benefits or policies, in whole or in part, at any time with or without notice in accordance with applicable law. e. Legal Fees. The Company shall reimburse Executive for all reasonable legal fees and expenses incurred by Executive in connection with the negotiation and review of this Agreement and any documents ancillary thereto. f. Expense Reimbursement. During the Employment Term, the Company shall reimburse Executive, in accordance with the Company s policies and procedures, for all expenses incurred by Executive in the performance of Executive s duties hereunder. For the avoidance of doubt, expenses reimbursable by the Company hereunder shall include reasonable commuting expenses incurred by Executive for travel from his residence in Dallas, Texas to the Company s headquarters in Oklahoma City, Oklahoma, including up to $2,500 monthly for the cost of housing in or near Oklahoma City, Oklahoma. 3. Federal and State Withholding. The Company shall deduct from the amounts payable to Executive pursuant to this Agreement the amount of all required federal, state and

9 local withholding taxes in accordance with Executive s Form W-4 on file with the Company, and all applicable federal employment taxes. 4. Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be deemed given when (a) delivered personally or by overnight courier to the following address of the other parties hereto (or such other address for such parties as shall be specified by notice given pursuant to this Section) or (b) sent by facsimile to the following facsimile number of the other parties hereto (or such other facsimile number for such parties as shall be specified by notice given pursuant to this Section), with the confirmatory copy delivered by overnight courier to the address of such parties pursuant to this Section 4. If to the Company, to: SandRidge Energy, Inc. 123 Robert S. Kerr Avenue Oklahoma City, OK Attention: Chairman of the Board of Directors If to Executive, to the last address set forth on the payroll records of the Company. 5. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision of this Agreement or the validity, legality or enforceability of such provision in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. 6. Indemnification; D&O Insurance. The Company and Executive entered into an Indemnification Agreement dated as of October 4, 2016 (the IndemnificationAgreement ). The Indemnification Agreement shall apply with full force and effect to Executive s services as President and Chief Executive Officer (in addition to his services as a member of the Board) in accordance with the terms thereof. Executive shall be covered by the Company s directors and officers liability insurance for his services as President and Chief Executive Officer (in addition to his services as a member of the Board) to the same extent as other members of the Board. 7. Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or between the parties, written or oral, which may have related in any manner to the subject matter hereof. 8. Successors and Assigns. This Agreement shall be enforceable by Executive and Executive s heirs, executors, administrators and legal representatives, and by the Company and its successors and assigns. Executive may not assign this Agreement and any such assignment shall be null and void.

10 9. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Oklahoma, without regard to principles of conflict of laws. To the extent that any party attempts to bring an action in court, Executive and the Company stipulate that personal jurisdiction over them in the state courts of Oklahoma is proper and agree that venue shall lie solely in the courts of Oklahoma over any such action. 10. Section 409A of the Code. This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the Code ), and shall be interpreted and construed consistently with such intent. The payments to Executive pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the maximum extent possible as short-term deferrals pursuant to Treasury regulation 1.409A-1(b)(4). In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code ( 409APenalties ), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible. Any reimbursement or advancement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by the Company under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit. 11. Amendment and Waiver. The provisions of this Agreement may be amended or waived only by the written agreement of the Company and Executive, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement. 12. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument. [RemainderofPageBlank;SignaturePageFollows]

11 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. /s/ WILLIAM M. GRIFFIN WILLIAM M. GRIFFIN [SignaturePageforWilliamGriffinEmploymentAgreement] SANDRIDGE ENERGY, INC. By: /s/ Philip T. Warman Name: Philip T. Warman Title: Executive Vice President, General Counsel and Corporate Secretary

12 APPENDX A Change in Control. For the purpose of this Agreement, a Change in Control shall mean that any one of the following applies: (1) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the Exchange Act )) (a Person ), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 40% or more of either (i) the then-outstanding shares of the Company s common stock (the Outstanding Company Common Stock ) or (ii) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the Outstanding Company Voting Securities ). For purposes of this paragraph (a) the following acquisitions by a Person will not constitute a Change in Control: (i) any acquisition directly from the Company; (ii) any acquisition by the Company; or (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company. (2) The individuals who, as of the Executive s original date of hire constitute the Board (the Incumbent Board ) cease for any reason to constitute at least a majority of the Board. Any individual becoming a director subsequent to the date described in the preceding sentence whose election, or nomination for election by the Company s stockholders, is approved by a vote of at least a majority of the directors then comprising the Incumbent Board will be considered a member of the Incumbent Board, but any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board will be deemed a member of the Incumbent Board only upon the third anniversary of such assumption of office. (3) The consummation of a reorganization, merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company (a Business Combination ), unless following such Business Combination: (i) the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, a corporation that as a result of such transaction owns the Company or all or substantially all of the Company s assets either directly or through one or more subsidiaries) in substantially the same proportions to one another as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 40% or more of,

13 respectively, the then-outstanding shares of common stock of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the Board of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or (4) The approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

14 Exhibit 99.1 SANDRIDGE ENERGY, INC. ANNOUNCES THE DEPARTURE OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER AND APPOINTS SYLVIA K. BARNES AS AN INDEPENDENT MEMBER OF THE BOARD OF DIRECTORS OKLAHOMA CITY, February 8, 2018 The independent directors of SandRidge Energy, Inc. ( SandRidge or the Company ) (NYSE: SD) today announced that, i n light of our new strategic direction, discussions with large shareholders and robust deliberation among the independent members of the Board, now is the right time to begin transitioning to a new leadership team. James Bennett, the Company s President and Chief Executive Officer, will depart from the Company, effective February 8, Bill Griffin, who currently serves as an independent director, has agreed to serve as Interim President and Chief Executive Officer while the Company conducts a full review of internal and external candidates. While serving as the Interim President and Chief Executive Officer, Mr. Griffin will continue to serve as a member of the Board. John V. Genova, Chairman of the Board, stated, Over the past five years as Chief Executive Officer, James Bennett guided the Company through a challenging period of financial distress. However, as the Company moves forward in a new strategic direction, the Board has determined that the time has come to transition to new leadership. The Board thanks James for his service to the Company. Mr. Genova continued, Bill Griffin has extensive senior management, operational and technical experience in the exploration and production industry as well as intimate knowledge of the Company through his service as an independent director. Having personally served on the Board with Bill since October 2016, I am highly confident in his ability as to perform as SandRidge s Interim Chief Executive Officer. Julian Bott, the Company s Chief Financial Officer, will also depart from the Company, effective at the close of business on the date of filing the Company s 2017 Annual Report on Form 10-K. Mike Johnson, the Company s Chief Accounting Officer, has agreed to serve as Interim Chief Financial Officer. Mr. Genova noted, The Board thanks Mr. Bott for his important role on the Company s management team and for establishing a strong financial footing following the Company s emergence from Chapter 11 reorganization. We wish him well in his future endeavors. Mr. Genova continued, Mr. Johnson s extensive senior management and accounting experience in the exploration and production industry, including his long service as Chief Accounting Officer of Chesapeake Energy, provides an excellent background to serve as Interim Chief Financial Officer under the Company s new strategic direction. John Suter will continue in his role as Chief Operating Officer and Philip Warman will remain as General Counsel with an expanded role as an Executive Vice President. The Board has accepted the recommendation of its Nominating and Governance Committee to appoint Sylvia K. Barnes as an independent member of the Board. The Board will continue to have four independent directors with the appointment of Ms. Barnes, who has valuable experience in capital markets, the energy industry and serving as a director on a public board. Ms. Barnes will replace Mr. Griffin on the Company s Compensation and Audit Committees. 123 Robert S. Kerr Avenue, Oklahoma City, OK Phone , Fax

15 Mr. Genova, who serves as the Chair of the Nominating and Governance Committee, noted, Following extensive due diligence of Ms. Barnes and an assessment of other potential candidates, we selected Ms. Barnes considering, among other things, her background in the financial and energy industries, her prior service as a public company director and the strength of her interviews and references. Ms. Barnes appointment also brings added and valuable diversity to our Board. Ms. Barnes is a Principal and owner of Tanda Resources LLC, a privately-held oil & gas investment and consulting company. From , Ms. Barnes served as Managing Director and Group Head for KeyBanc Capital Markets Oil & Gas Investment and Corporate Banking Group and was a member of the firm s Executive Committee. Prior to joining KeyBanc, Ms. Barnes was Head of Energy Investment Banking at Madison Williams, and Managing Director at Merrill Lynch s energy investment banking practice. She joined Merrill as part of the firm s acquisition of Petrie Parkman & Co. From , Ms. Barnes worked as Managing Director and SVP for Nesbitt Burns, including serving as head of the firm s U.S. energy investment banking group. Prior to that she worked in various capacities at Nesbitt Burns and its parent company, Bank of Montreal. As a banker Ms. Barnes devoted her career to serving companies in the upstream oil and gas sector and she successfully executed a variety of mergers, acquisitions and divestiture transactions, and advised on public and private equity offerings and private debt and equity placements. Ms. Barnes is a member of the board of directors of Halcon Resources Corporation and serves on the Audit and Reserves Committees. Ms. Barnes began her career as a reservoir engineer for Esso Resources. Ms. Barnes graduated from the University of Manitoba with a Bachelor of Science in Engineering (Dean s List), was a licensed professional engineer in Alberta and earned a Masters of Business Administration in Finance from York University. Ms. Barnes experience provides her with valuable insights into corporate strategy, capital allocation, equity and debt financing and the assessment and management of risks faced by energy companies. Her qualifications to serve on the board include her extensive financial analysis and transaction experience and knowledge of the oil & gas industry. About SandRidge Energy, Inc. SandRidge Energy, Inc. (NYSE: SD) is an oil and natural gas exploration and production company headquartered in Oklahoma City, Oklahoma with its principal focus on developing high-return, growth-oriented projects in the U.S. Mid-Continent and Niobrara Shale. Cautionary Statement Regarding Forward-Looking Statements This communication may contain certain forward-looking statements under applicable securities laws, including the Private Securities Litigation Reform Act of These statements are typically identified by words or phrases such as may, will, could, should, predict, potential, pursue, outlook, continue, anticipate, estimate, expect, project, intend, plan, believe, target, forecast, and other words and terms of similar meaning. For example, statements regarding future results regarding the benefits of the strategic initiatives announced, and future financial results and operational plans are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, many of which are beyond the Company s control, which could cause actual benefits, results, effects and timing to differ materially from the results predicted or implied by the statements. Additional information concerning the risk factors faced by the Company is contained in SandRidge s public filings with the Securities and Exchange Commission (the SEC ), which are available at the SEC s website, Each forward looking statement speaks only as of the date of the particular statement, and SandRidge undertakes no obligation to publicly update any of these forward-looking statements to reflect events or circumstances that may arise after the date hereof. Important Additional Information This communication does not constitute a solicitation of a vote or proxy. In connection with the Company s 2018 Annual Meeting of Shareholders, the Company intends to file a proxy statement and white proxy card with the SEC in connection with any such solicitation of proxies from the Company s shareholders. SHAREHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT,

16 ACCOMPANYING WHITE PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Information regarding the ownership of the Company s directors and executive officers in Company stock, restricted stock and options is included in the Company s SEC filings on Forms 3, 4, and 5, which can be found through the Company s website in the section Investor Relations or through the SEC s website at Information can also be found in the Company s other SEC filings, including the Company s definitive proxy statement for the 2017 Annual Meeting of Shareholders and its Annual Report on Form 10-K for the year ended December 31, Updated information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the definitive proxy statement and other materials to be filed with the SEC in connection with the 2018 Annual Meeting. Shareholders will be able to obtain any proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC at no charge at the SEC s website at Copies will also be available at no charge at the Company s website at in the section Investor Relations. CONTACT: Johna Robinson Investor Relations SandRidge Energy, Inc. 123 Robert S. Kerr Avenue Oklahoma City, OK (405)

17 Exhibit 99.2 SANDRIDGE ENERGY ISSUES LETTER TO SHAREHOLDERS OKLAHOMA CITY, February 8, 2018 The independent directors of SandRidge Energy, Inc. ( SandRidge or the Company ) (NYSE: SD) today issued a letter to update shareholders on its strategic objectives. The text of the letter follows: Dear Fellow SandRidge Shareholder: In our January 23 rd letter to you, we committed to expanding our dialog with shareholders. This letter is the first of a series of communications delivering on our pledge to carefully consider concerns voiced by shareholders and to develop, implement and communicate plans of action. In this regard, the Company announced today that it has updated its strategic objectives consistent with market conditions and recent feedback from many of its large shareholders. The objectives emphasize safety, operational excellence, financial discipline and a focus on maximizing asset value and risk-adjusted returns while capturing economic merger and acquisition opportunities. The full text of the Company s strategic objectives is attached to this letter. Given these updated strategic objectives, the Company is announcing the following: A Focused Capital Program with Moderate Outspend The Company s Board of Directors has approved the Company s budget for 2018, which includes $180-$190 million in total capital expenditures, down from $247 million in The Company will continue a one-rig program in the NW STACK of the Mid-Continent substantially funded by a development agreement that provides an initial $100 million of capital from our financial partner. The Company will also continue a one-rig drilling program in North Park Basin. Both programs are designed to delineate and advance our NW STACK and North Park Basin assets to full field development. The Company will provide further details with respect to production and other operational guidance during its upcoming Fourth Quarter 2017 earnings call. A Significant Reduction in General and Administrative (G&A) Cash Expense Consistent with the need for superior financial discipline, the Company is in the process of instituting changes in the organization structure to efficiently execute our strategic objectives. These changes are expected to reduce our ongoing G&A cash expenses by one-third to $36-$39 million per year. At these new levels of expense, G&A will have been cut by more than half since the Company s emergence from bankruptcy in October The Company will provide updated cost guidance during its upcoming Fourth Quarter 2017 earnings call. The Company expects these measures to enhance shareholder value and improve its competitiveness in the marketplace. We thank you for your support and look forward to continued dialogue with you, as we and everyone at SandRidge continue to preserve and build lasting shareholder value. 123 Robert S. Kerr Avenue, Oklahoma City, OK Phone , Fax

18 Thank you, John V. Genova Chairman of the Board Sylvia K. Barnes Independent Director Michael L. Bennett Independent Director David J. Kornder Independent Director SANDRIDGE ENERGY STRATEGIC OBJECTIVES Operateinasafe,reliableandenvironmentallyresponsiblemanner.Our highest priority is the health and safety of our employees and contractors while protecting the environment in which we operate. OperatingExcellence. We are committed to maintaining a culture and track record of operating excellence as it is essential to capturing cost efficiencies while maximizing the value and return of our oil and gas properties. Maintaintop-qualityhumanresourcemanagement,developmentandutilization.Achieving our strategic objectives is to be accomplished by our employees. It is therefore critical to have development and compensation programs that attract, retain and motivate the types of people we need to succeed. Financialdiscipline. Maintaining financial flexibility is a key priority and requires balancing our economic growth objectives with preserving our conservatively leveraged balance sheet. We continually evaluate the appropriate capital allocation to our development program, largely driven by expected rates of return on our various drilling projects balanced with acceptable levels of debt. As the energy sector remains subject to significant volatility in oil and gas prices, we believe maintaining a leverage ratio of no more than two times EBITDA to be an appropriate target. As such, the pace of delineation and development of our emerging North Park Basin and NW Stack assets will be set in part by limiting our capital outspend or our ability to attract financial partners. Monetizeourunutilizedornon-coreassetsandinfrastructure. We will seek to divest assets at prices above our retention alternative with the aim of increasing our financial flexibility while focusing on the development of our core assets. Maximizeassetvalueandrisk-adjustedreturns. Core to our value proposition is prioritizing projects with the greatest certainty of capturing economic returns well above our cost of capital while growing our oil and gas resource base. Captureeconomicmergerandacquisitionopportunities.We regularly evaluate merger and acquisition opportunities in our existing or complimentary development areas. Any acquisition must be complimentary and accretive to our existing property base. Evaluation criteria will include acquisition structure, synergies, proximity to our existing assets, the fit within our development plans, the stage in development cycle, and the fit of our core competencies and technical expertise. Specifically, our near-term focus will remain on optimizing and growing our existing asset portfolio in Anadarko Basin of the Mid-Continent area and the North Park Basin of Colorado where we have significant operating experience. Use of our stock as a currency in such acquisitions will be primarily limited to acquisitions that carry a similar or lower multiple to our stock.

19 About SandRidge Energy, Inc. SandRidge Energy, Inc. (NYSE: SD) is an oil and natural gas exploration and production company headquartered in Oklahoma City, Oklahoma with its principal focus on developing high-return, growth-oriented projects in the U.S. Mid-Continent and Niobrara Shale. Cautionary Statement Regarding Forward-Looking Statements This communication may contain certain forward-looking statements under applicable securities laws, including the Private Securities Litigation Reform Act of These statements are typically identified by words or phrases such as may, will, could, should, predict, potential, pursue, outlook, continue, anticipate, estimate, expect, project, intend, plan, believe, target, forecast, and other words and terms of similar meaning. For example, statements regarding future results regarding the benefits of the strategic initiatives announced, and future financial results and operational plans are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, many of which are beyond the Company s control, which could cause actual benefits, results, effects and timing to differ materially from the results predicted or implied by the statements. Additional information concerning the risk factors faced by the Company is contained in SandRidge s public filings with the Securities and Exchange Commission (the SEC ), which are available at the SEC s website, Each forward looking statement speaks only as of the date of the particular statement, and SandRidge undertakes no obligation to publicly update any of these forward-looking statements to reflect events or circumstances that may arise after the date hereof. Important Additional Information This communication does not constitute a solicitation of a vote or proxy. In connection with the Company s 2018 Annual Meeting of Shareholders, the Company intends to file a proxy statement and white proxy card with the SEC in connection with any such solicitation of proxies from the Company s shareholders. SHAREHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT, ACCOMPANYING WHITE PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Information regarding the ownership of the Company s directors and executive officers in Company stock, restricted stock and options is included in the Company s SEC filings on Forms 3, 4, and 5, which can be found through the Company s website in the section Investor Relations or through the SEC s website at Information can also be found in the Company s other SEC filings, including the Company s definitive proxy statement for the 2017 Annual Meeting of Shareholders and its Annual Report on Form 10-K for the year ended December 31, Updated information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the definitive proxy statement and other materials to be filed with the SEC in connection with the 2018 Annual Meeting. Shareholders will be able to obtain any proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC at no charge at the SEC s website at Copies will also be available at no charge at the Company s website at in the section Investor Relations. CONTACT: Johna Robinson Investor Relations SandRidge Energy, Inc. 123 Robert S. Kerr Avenue Oklahoma City, OK (405)