UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 11, 2025

SANDRIDGE ENERGY, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

1-33784

20-8084793

(State or Other Jurisdiction of
Incorporation or Organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1 E. Sheridan Ave., Suite 500

Oklahoma City, OK 73104

(Address of Principal Executive Offices)

(405) 429-5500

Registrant’s Telephone Number, Including Area Code

Not Applicable.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		SD		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

SandRidge Energy, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) in Oklahoma City, Oklahoma on June 11, 2025. As of the record date of April 14, 2025, the Company had 36,687,591 shares of common stock outstanding. A total of 30,953,633 shares (84.37%) were present at the 2025 Annual Meeting by proxy or in person.

The following matters, detailed descriptions of which are contained in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2025 (the “2025 Proxy Statement”), were voted on at the 2025 Annual Meeting:

(1)

Election of five directors to serve on the Company’s Board of Directors (the “Board”) until the 2026 Annual Meeting of Stockholders;

(2)

Ratification of the selection of Grant Thornton LLP (“Grant Thornton”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; and

(3)

Non-binding advisory vote to approve the compensation paid to the Company’s named executive officers during 2024.

The Company’s stockholders approved proposals (1), (2), and (3).

Proposal 1 - Election of Directors

Directors	Votes For		Votes Against		Abstentions		Broker Non-Votes
Nancy Dunlap		21,325,424		3,666,099		51,187		5,910,923
Jaffrey A. Firestone		24,727,193		269,060		46,457		5,910,923
Vincent Intrieri		24,528,629		473,220		40,861		5,910,923
Grayson Pranin		24,915,983		86,471		40,256		5,910,923
Randolph C. Read		22,011,195		2,985,590		45,925		5,910,923

Proposal 2 - Ratification of Selection of Grant Thornton

Votes For		Votes Against		Abstentions		Broker Non-Votes
30,721,838		178,584		53,211		0

Proposal 3 - Advisory Vote to Approve Named Executive Officer Compensation

Votes For		Votes Against		Abstentions		Broker Non-Votes
22,574,286		1,364,932		1,103,492		5,910,923

Item 9.01. Financial Statements and Exhibits.

d) Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	SandRidge Energy, Inc.

Dated: June 16, 2025	By:	/s/ Jonathan Frates
	Name:	Jonathan Frates
	Title:	Executive Vice President and Chief Financial Officer

SANDRIDGE ENERGY INC 8-K