SilverBow Resources Announces Filing of Definitive Proxy Statement and Mails Letter to Shareholders

Published

Urges Shareholders to Vote “FOR” All of SilverBow’s Highly Qualified Directors on the WHITE Proxy Card

HOUSTON--(BUSINESS WIRE)-- SilverBow Resources, Inc. (NYSE: SBOW) (“SilverBow” or the “Company”) today announced that it has filed its definitive proxy materials with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the Company’s 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”), scheduled to be held on May 21, 2024. Shareholders of record as of March 22, 2024, will be entitled to vote at the meeting.

In conjunction with the definitive proxy filing, the Company has mailed a letter to SilverBow shareholders recommending they vote for SilverBow’s three independent, highly qualified directors on the WHITE proxy card – Gabriel L. Ellisor, Kathleen McAllister and Charles W. Wampler. The full letter has been filed with the SEC and can be found at https://www.futureofsilverbow.com. Highlights from the letter include:

  • SilverBow is successfully advancing its long-term value creation strategy.
  • SilverBow’s highly qualified Board has proposed significant corporate governance improvements at the upcoming 2024 Annual Meeting, including declassifying the Board, adopting a majority voting standard in uncontested elections of directors and eliminating supermajority vote requirements for shareholders.
  • Kimmeridge is pursuing a proxy fight to further its attempt to gain control of the Company and force a combination between SilverBow and KTG on terms that are unfavorable to SilverBow shareholders.
  • SilverBow has been and continues to be open to exploring transactions at appropriate valuations.

The full text of the letter follows:

April 9, 2024

Dear Fellow Shareholders,

The SilverBow Resources, Inc. (“SilverBow” or the “Company”) Board of Directors (the “Board”) and management team are committed to maximizing shareholder value. SilverBow’s recent results underscore the strength of that commitment, and we have consistently delivered significant total shareholder returns with a one-year and three-year TSR of 45% and 336%, respectively outpacing the XOP E&P Index by a wide margin over near and long-term periods.1

We also have a history of open engagement with our investors. In this spirit, we are communicating with you to provide important information regarding the decisions you will be asked to make at this year’s annual meeting of shareholders (the “2024 Annual Meeting”). As you may have seen, this year, Kimmeridge Energy Management Company, LLC (“Kimmeridge”) has nominated three directors with close ties to or history with its fund to replace three of the Company’s directors, who have been overseeing the successful execution of the Company’s proven value creation strategy.

Kimmeridge has nominated these director candidates in connection with its ongoing attempts to force a combination between SilverBow and Kimmeridge Texas Gas (“KTG”) on terms that we believe undervalue the Company and are not in ALL of our shareholders’ best interests. While SilverBow is open to exploring transactions with KTG at appropriate valuations, we do not believe it is in our shareholders’ best interests to elect any of the Kimmeridge nominees to the Board, giving Kimmeridge undue influence over the strategic direction of the Company, including the evaluation of other potential value-maximizing opportunities.

To protect your investment, we strongly recommend that you vote using the enclosed WHITE proxy card today “FOR” all of the SilverBow independent director nominees:

  • Gabriel L. Ellisor;
  • Kathleen McAllister; and
  • Charles W. Wampler.

WE ARE SUCCESSFULLY ADVANCING OUR LONG-TERM VALUE CREATION STRATEGY

SilverBow’s outperformance has been driven by the successful execution of our strategy across four key elements:

  • Investing in a scalable and durable portfolio
    • More than doubled our inventory to ~1,000 gross locations across 220,000 acres (YE20 vs. YE23); Decade+ of high-return drilling opportunities
    • Recent South Texas acquisition established SilverBow as largest pure play Eagle Ford operator with increased regional scale, balanced commodity exposure and expanded low-cost operating platform
  • Driving efficiencies and enhancing margins
    • Nearly doubled EBITDA margins2 while almost halving G&A2 on $/Boe terms (FY20 vs. FY23)
    • Peer-leading EBITDA margins and G&A per unit reinforce status as a proven operator driving enhanced results on acquired assets
  • Maintaining a strong balance sheet with deep liquidity
    • Completed $1.4B in acquisitions since year-end 2020, while increasing liquidity and significantly reducing leverage
    • Positive net income since FY21
    • Four consecutive years of free cash flow generation (FY20-FY23)
    • Committed to long-term leverage target of

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