Page 5 of 8 – SEC Filing
This Amendment No. 11 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 2. | Identity and Background |
This statement on Schedule 13D is filed on behalf of Corvex Management LP, a
Delaware limited partnership (Corvex) and Keith Meister, a U.S. citizen (collectively, the Reporting Persons). This statement relates to Shares held for the accounts of certain private investment funds for which
Corvex acts as investment adviser, including Corvex Master Fund LP and Corvex Select Equity Master Fund LP, each a Cayman Islands limited partnership, the general partner of each of which is controlled by Mr. Meister (collectively, the
Corvex Funds). The general partner of Corvex is controlled by Mr. Meister.
Following the entry into the Letter Agreement (as
defined below), because Vincent J. Intrieri is no longer a Corvex Nominee, he will no longer be jointly filing this Schedule 13D with the Reporting Persons. There is no agreement or understanding in any way between the Reporting Persons and
Mr. Intrieri with respect to the voting, nor any restriction on the acquisition or disposition, of Shares of the Issuer held by such persons.
The
principal business address of the Reporting Persons is 667 Madison Avenue, New York, NY 10065. The principal business of Corvex is serving as the investment adviser of private investment funds, whose principal business is investing in
securities. Mr. Meisters principal occupation is serving as the Managing Partner of Corvex.
A joint filing agreement of Corvex and
Mr. Meister is attached hereto as Exhibit 12.
During the last five years, none of Corvex, Mr. Meister, or any of the Corvex Funds has
been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| Item 4. | Purpose of Transaction |
On March 6, 2018, Corvex and the Issuer entered into a Letter Agreement
(the Letter Agreement). Pursuant to the terms of the Letter Agreement, the Issuer agreed as follows: (i) concurrently with the execution of the Letter Agreement, the Board shall expand the size of the Board from nine to 11 members
and not increase the size of the Board beyond 11 members at any time prior to the Issuers 2019 annual meeting of shareholders (the 2019 Annual Meeting) and (ii) appoint Jonathan Z. Cohen and Vincent J. Intrieri (the New
Directors) as members of the Board to fill the two vacancies created by the Board expansion, each with terms to expire at the Issuers 2018 annual meeting of shareholders (the 2018 Annual Meeting). In addition, the Issuer
agreed to include the New Directors in the slate of nominees recommended by the Board in the proxy statement and proxy card relating to the 2018 Annual Meeting, with Mr. Cohen nominated to serve in the class of directors with terms expiring at
the Issuers 2021 annual meeting of shareholders (the 2021 Annual Meeting) and Mr. Intrieri nominated to serve in the class of directors with terms expiring at the Issuers 2020 annual meeting of shareholders (the
2020 Annual Meeting), and the Issuer shall recommend that the Issuers shareholders vote for the election of the New Directors. Further, the Issuer agreed that four directors will stand for election at the 2019 Annual Meeting, four
directors will stand for election at the 2020 Annual Meeting, three directors will stand for election at the 2021 Annual Meeting and, other than as set forth in the Letter Agreement, the Issuer will not change or seek to change the classes on which
the directors (or their replacements) serve. The Issuer also agreed to hold the 2018 Annual Meeting no later than May 31, 2018.
