Gerald O’Shaughnessy, the co-founder, former Chairman and second largest shareholder of GeoPark Limited (“GeoPark” or the “Company”) (NYSE: GPRK) today issued the below statement setting the record straight regarding numerous false claims, mischaracterizations and attempts to distract shareholders published today by GeoPark’s Board of Directors:
“It is disappointing that the current GeoPark Board has resorted to a campaign of misinformation instead of engaging in an honest debate around what really matters: how best to ensure the future success of the Company and maximizing returns for all its shareholders. It is extremely telling that in the more than 40 pages of material published by the Board today, not once do they address the strategic inflection point and future challenges GeoPark is facing.
As the second largest investor in the Company, my interests are fully aligned with those of my fellow shareholders. This is why I believe it is imperative to make clear the following:
- The claim that my pledging of shares was part of the rationale for my removal from the Board is false – the pledged shares were never raised with me in connection with the ultimatum that I resign or be removed from the Board. This is a blatant attempt to rewrite history and distract from the real issues at hand that I have raised, as the Board well knows given our correspondence. Further, the Company’s charges of a “lack of transparency” regarding my pledged shares is simply untrue given they have been a matter of public record.
I was always in compliance with the Board’s policy around pledging shares and only pledged shares to help the Company’s IPO – almost all of the 5 million shares currently pledged by me are the result of financing arrangements put in place by me and my family in support of our $20 million investment into the Company during its 2014 initial public offering (IPO). The Company, through the procedures established by Pedro E. Aylwin as Director of Legal and Governance, has always been aware of these arrangements and they also know that the IPO likely would have failed without my family’s investment in the IPO.
The Company’s claims that I neglected to address Board requests regarding my pledged shares are completely false. The bottom line is that, while serving on the Board, I remained always in full compliance with the Board’s share pledging policy and we had what I thought was a completely open and constructive dialogue about the matter. Earlier this year, as the Board sought to implement a new Pledging Policy, we had reached an understanding that, given the circumstances in which they were incurred, my historical pledges would become subject to this new policy over a four-year period.
- If reinstated to the Board, I will commit to have my pledges released and paid off in full within a year – I am happy to simply remove the distraction put forward by the GeoPark Board. My pledged shares are securing less than $25 million in debt. The reality is that I have been fortunate to have a very successful career and that dollar amount represents a de minimis portion of my personal net worth.
- GeoPark’s claims about me resigning are not accurate – in 2020, I became overwhelmingly frustrated with Jim Park and his allies’ maneuvers to block one idea after another that I raised to improve the strategy of the Company and its corporate governance and to increase value for shareholders. As a result I did submit my resignation – which was never accepted or implemented. I reconsidered this move after being implored to do so by other board members. The suggestion that I submitted my resignation multiple times is simply false, and leaving out that I was urged to rejoin is a glaring omission.
- Any discussion I had with potential third parties was at the request of my fellow directors – the accusation that I in any way “circumvented” the Board is false and offensive. As I have publicly stated now numerous times, I was asked by certain GeoPark directors to maintain discussions with certain parties who had approached me directly regarding certain potential business transactions. The claim that I went around the Board is Mr. Park attempting to distract from the fact that it became clear in these discussions that Mr. Park’s perceived insistence on continuing to lead any resulting entity would be a major impediment to any potential value-maximizing transaction.”
A vote AGAINST four incumbent directors is a vote to send a message that change is needed on the Board at GeoPark that will benefit all of the Company’s shareholders. You can vote AGAINST these directors either by voting on GeoPark’s proxy card, or by voting on the BLUE proxy card included in these materials.
VOTE AGAINST FOUR GEOPARK DIRECTOR NOMINEES TO SIGNAL THAT YOU DEMAND CHANGE IN ORDER TO PROTECT YOUR INVESTMENT
D.F. King & Co., Inc.
Edward McCarthy / Richard Grubaugh