On January 7, 2013, TPG-Axon Capital Management, L.P. filed a proxy urging written consents from the shareholders of SandRidge Energy, Inc.: (a) to remove all 7 Directors of the Board: Jim J. Brewer, Everett R. Dobson, William A. Gilliland, Daniel W. Jordan, Roy T. Oliver, Jr., Jeffrey S. Serota, and Tom L. Ward, (b) to elect its nominees: Elect Stephen C. Beasley, Edward W. Moneypenny, Fredric G. Reynolds, Peter H. Rothschild, Dinakar Singh, Alan J. Weber, and Dan A. Westbrook as directors to fill the resulting vacancies on the Board at the Company's 2012 annual meeting of stockholders, and (c) to amend Section 1 of article III of the Bylaws, as set forth in Annex I hereto, to (i) de-stagger the Board of Directors of the Company (the ‘Board') by providing that directors will be elected for one-year terms beginning with the 2013 annual meeting of stockholders, (ii) provide that the size of the Board may be fixed by either a majority vote of the Board or vote of the stockholders, (iii) provide that vacancies on the Board may be filled by the stockholders or by a majority vote of the remaining directors of the Board, and (iv) provide that directors may be removed with or without cause.