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     105  0 Kommentare Leading Independent Proxy Advisory Firms ISS and Glass Lewis Both Recommend that SilverBow Resources Shareholders Vote “FOR” the Re-Election of SilverBow’s Three Director Nominees

    SilverBow Resources, Inc. (NYSE: SBOW) (“SilverBow” or the “Company”) today announced that Institutional Shareholder Services (“ISS”) and Glass Lewis & Co. (“Glass Lewis”), two leading independent proxy advisory firms, have both recommended that SilverBow shareholders vote “FOR” the re-election of SilverBow’s three highly qualified and independent director nominees on the WHITE proxy card in connection with the Company’s 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”) on May 21, 2024.

    In their respective May 9, 2024 reports, ISS and Glass Lewis stated1:

    • “Given that it does not appear that change on the board is needed at this time, votes for management nominees Ellisor, McAllister, and Wampler, as well as withholds against dissident nominees Brooks, Fox, and Minyard, are warranted on the management (WHITE) card.” (ISS)
    • “In each of the dissident’s three approaches of the [Company] since 2022, the board appears to have responded appropriately. The board’s reasons for a failure to consummate a transaction include a failure of the parties to reach a consensus regarding valuation (2022 and 2024), and the failure of the dissident to secure financing (2023).” (ISS)
    • “We do not see that Kimmeridge substantively addresses [the substantial contraction in value for the Laredo Assets] in its materials, including by acknowledging the possibility that the board's acceptance of Kimmeridge's August 23, 2022 term sheet could have been materially value destructive for SilverBow shareholders.” (Glass Lewis)
    • “The most evident hurdle to Kimmeridge's platform, in our view, is that SilverBow very recently demonstrated strong strategic and financial execution in the wake of large-scale M&A, disclosure of which has correlated with a substantial increase in shareholder value.” (Glass Lewis)
    • “Coupled with perspectives relating to SilverBow's recent performance, including the Company's first full quarter of execution following SilverBow's largest Eagle Ford acquisition to date, we do not find there exists a sufficiently compelling case to suggest board change is warranted as an extension of the Company's recent M&A activity, or, more broadly, prevailing market impressions of SilverBow's operational and financial execution and updated guidance.” (Glass Lewis)
    • “[…] we believe available materials suggest the board made reasonable effort to engage around an array of potential alternatives, including by executing multiple NDAs, submitting counterproposals and, at one point, agreeing on specific buyout terms which were subsequently abandoned by Kimmeridge (a development which, again and for the avoidance of doubt, we do not believe is particularly well addressed in the Dissident's materials).” (Glass Lewis)

    Commenting on the recommendations, SilverBow issued the following statement:

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    Leading Independent Proxy Advisory Firms ISS and Glass Lewis Both Recommend that SilverBow Resources Shareholders Vote “FOR” the Re-Election of SilverBow’s Three Director Nominees SilverBow Resources, Inc. (NYSE: SBOW) (“SilverBow” or the “Company”) today announced that Institutional Shareholder Services (“ISS”) and Glass Lewis & Co. (“Glass Lewis”), two leading independent proxy advisory firms, have both recommended that …

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