On January 9, 2018, Icahn Capital LP delivered a letter to SandRidge Energy, Inc.'s board of directors. In the letter, Icahn Capital expressed its view that the following changes must be instituted immediately: (1) 2 of the 5 members of the board of directors must resign and be replaced by new directors to be designated by the shareholders. Icahn Capital stated that as the Company's shareholder, it would expect to designate 1 of the new directors. Icahn Capital also stated that the right to designate the other director should be offered to the Company's other 4 or 5 largest shareholders. In addition, Icahn Capital stated that if none are willing to do so then it would agree to designate both new directors, (2) the Company must agree that going forward any new extraordinary transactions (including major acquisitions, divestitures, equity issuances, and the like), as well as any material changes to the Company's compensation arrangements, must be approved by a super-majority vote of the board (i.e., a vote of 4 out of the 5 directors), and (3) according to the Company's own disclosure, the board purportedly adopted the poison pill to comply with the Company's obligations under the merger agreement with Bonanza and the pill was designed to protect shareholders' right to vote on the associated share issuance proposal.