Chesapeake also said Friday it had sold $4 billion in pipeline assets.
Shares of the Oklahoma City-based company are worth nearly 40 percent less than a year ago. And Chesapeake still has big spending plans even though it is taking in less cash because of a plunge in natural gas prices. It also needs to sell billions of dollars in assets to service a huge debt load.
"Something is out of balance here at Chesapeake," said shareholder Gerald Armstrong, of Denver, whose proposal to reincorporate the company in Delaware passed with the support of 53 percent of the votes cast. Armstrong said that the move would bring greater accountability to the company but that Chesapeake had resisted it. The proposal is nonbinding.
Armstrong said he filed his proposal in January before media reports raised questions about whether McClendon's personal business interests conflicted with those of his company. Reports called into question the propriety of McClendon's use of Chesapeake well stakes as collateral to obtain loans. The reports helped sink an already depressed stock price. They also painted a picture of a board that accepted better-than-average pay and perks in return for keeping a loose rein on the CEO. And they disclosed that McClendon was allowed to borrow money from a company that Chesapeake was doing business with.
The two directors who resigned Friday are V. Burns Hargis and Richard K. Davidson.
