2018 Shareholder Resolution
Company: Gulfport Energy Corporation
Topic: Diverse Candidate Slate

RESOLVED:

Shareholders request that the Board of Directors of Gulfport Energy Corporation adopt a policy that ensures competitive recruitment and supports Board diversity (the “Policy”) by requiring that the initial list of candidates from which new management-supported director nominees are chosen (the “Initial List”) by the Nominating/Corporate Governance Committee include (but need not be limited to) qualified women and minority candidates. The Policy should provide that any third-party consultant asked to furnish an Initial List will be requested to include such candidates.

WHEREAS:

Currently, Gulfport has no women on its board. A growing body of empirical research indicates a significant positive relationship between firm value and the percentage of women and minorities on boards. A 2012 report by Credit Suisse Research Institute evaluated the performance of companies globally over six years and found that companies with one or more women on their boards delivered higher average returns on equity, lower leverage, better average growth and higher price/book value multiples. A 2015 McKinsey study of 366 companies found that corporate leadership in the top quartile for racial and ethnic diversity were 35 percent more likely to have financial returns above their national industry median.

WHEREAS:

We believe that the search process used by boards can play an important role in improving board diversity. According to a 2016 study published by the Harvard Business Review, including more than one woman or member of a racial minority in a finalist pool helps to combat unconscious bias among interviewers and increases the likelihood of a diverse hire.

WHEREAS:

A 2012 NACD Blue Ribbon Commission report on Board Diversity recommended that “no less than one-third of candidates for new board seats should match the board’s definition of diverse.” In its 2016 Principles of Corporate Governance, the Business Roundtable calls on boards to “develop a framework for identifying appropriately diverse candidates that allows the nominating/governance committee to consider women, minorities, and others with diverse backgrounds as candidates for each open board seat.”

WHEREAS:

Business organizations are adopting governance standards similar to the one advanced in this Proposal, recognizing the importance of gender diversity. Examples include: Range Resources, WPX Energy, QEP Resources, Cimarex, Oasis Petroleum.

WHEREAS:

Gulfport lags the majority of its peers on gender diversity on the board and in top leadership. Gulfport uses a Compensation Peer Group, in part, “to assess and establish both compensation levels for executives as well as program structures in an effort to maintain competitiveness in the market.” All of the above-named companies appear on the Gulfport’s 2017 Compensation Peer Group.


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