Page 5 of 6 – SEC Filing
This Amendment No. 6 supplements the information set forth in the Schedule 13D filed by Corvex Management LP
and Keith Meister with the United States Securities and Exchange Commission (the SEC) on May 31, 2017, as previously amended (the Schedule 13D), relating to the shares of common stock, par value $0.01 per share (the
Shares), of Energen Corporation, an Alabama corporation (the Issuer). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D.
The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The
Schedule 13D is supplementally amended as follows.
Item 4. Purpose of Transaction
As previously stated in the Schedule 13D, as holders of 10% or more of the outstanding Shares, the Reporting Persons believe that Alabama law permits the
Corvex Funds to cause the Issuer to call a special meeting of shareholders at which shareholders will be able to vote on matters proposed by the Reporting Persons, including proposals to increase the size of the Board to up to 15 directors, and to
fill the vacancies created by such expansion with nominees proposed by the Reporting Persons.
On September 12, 2017, the Issuer filed a Complaint
for Declaratory Judgment and Injunctive Relief and related documents in state court in Alabama seeking, among other things, an order that the Board of the Issuer has the sole right to determine the number of directors and that any vacancy resulting
from an increase in the size of the Board can be filled by, and only by, the existing Board – in each case, to the exclusion of shareholders. The Reporting Persons believe they have the right to take the actions described above and will aggressively
seek to enforce their right to take such actions.
In light of the filing of the litigation, the Reporting Persons sent a letter to the Board of the
Issuer on September 14, 2017, which is attached hereto as Exhibit 9 and is incorporated herein by reference.
The Reporting Persons intend to
review their investment in the Issuer on a continuing basis and may from time to time and at any time in the future depending on various factors, including, without limitation, the Issuers financial position and strategic direction, actions
taken by the Board, price levels of the Shares, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, take such actions with respect to their investments
in the Issuer as they deem appropriate, which may include further discussions with the Issuer regarding matters previously disclosed in this Schedule 13D, as amended, as well as seeking direct discussions with, and changes or additions to, the
Board. These actions may include, without limitation: (i) acquiring additional Shares and/or other equity, debt, notes, other securities, or derivative or other instruments that are convertible into Shares, or are based upon or relate to the
value of the Shares or the Issuer (collectively, Securities) in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; (iii) engaging in any hedging or similar
transactions with respect to the Securities; or (iv) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
Item 7. Material to be Filed as Exhibits
Exhibit 9
Letter to the Board of Directors of Energen Corporation, dated September 14, 2017
