SANDRIDGE ENERGY INC

Proxy Solicitation & Information Statement • May 15, 2018

DFAN14A 1 sddfan14a051518.htm Licensed to: Icahn Document created using EDGARfilings PROfile 4.4.0.0 Copyright 1995 - 2018 Broadridge

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

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[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[ ] Definitive Proxy Statement

[X] Definitive Additional Materials

[ ] Soliciting Material Pursuant to § 240.14a-12

SANDRIDGE ENERGY, INC.

(Name of Registrant as Specified In Its Charter)

CARL C. ICAHN

ICAHN PARTNERS LP

ICAHN PARTNERS MASTER FUND LP

ICAHN ENTERPRISES G.P. INC.

ICAHN ENTERPRISES HOLDINGS L.P.

IPH GP LLC

ICAHN CAPITAL L.P.

ICAHN ONSHORE LP

ICAHN OFFSHORE LP

BECKTON CORP.

HIGH RIVER LIMITED PARTNERSHIP

HOPPER INVESTMENTS LLC

BARBERRY CORP.

JONATHAN FRATES

NICHOLAS GRAZIANO

JOHN "JACK" LIPINSKI

BOB G. ALEXANDER

RANDOLPH C. READ

JONATHAN CHRISTODORO

NANCY DUNLAP

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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SUPPLEMENT TO THE PROXY STATEMENT

OF

CARL C. ICAHN

ICAHN PARTNERS LP

ICAHN PARTNERS MASTER FUND LP

ICAHN ENTERPRISES G.P. INC.

ICAHN ENTERPRISES HOLDINGS L.P.

IPH GP LLC

ICAHN CAPITAL L.P.

ICAHN ONSHORE LP

ICAHN OFFSHORE LP

BECKTON CORP.

HIGH RIVER LIMITED PARTNERSHIP

HOPPER INVESTMENTS LLC

BARBERRY CORP.

JONATHAN FRATES

NICHOLAS GRAZIANO

JOHN "JACK" LIPINSKI

BOB G. ALEXANDER

RANDOLPH C. READ

JONATHAN CHRISTODORO

NANCY DUNLAP

FOR

THE 2018 ANNUAL MEETING OF SHAREHOLDERS

OF

SANDRIDGE ENERGY, INC.

The information contained herein supplements the Proxy Statement filed with the U.S. Securities and Exchange Commission on May 11, 2018 (the " Proxy Statement ") with respect to the 2018 Annual Meeting of Shareholders (the " Annual Meeting ") of SandRidge Energy, Inc. (the " Company ") to be held on June 19, 2018, at 9:00 a.m. Central Time at 123 Robert S. Kerr Avenue, Oklahoma City, Oklahoma 73102.

Specifically, this information updates the information set forth on pages 7, 14, 15 and 17 of the Proxy Statement for Mr. Nicholas Graziano and Mr. Jonathan Christodoro, nominees for election to the Company's Board of Directors at the Annual Meeting. On May 13, 2018, pursuant to a settlement agreement by and among the Icahn Participants (as defined in the Proxy Statement), Xerox Corporation (" Xerox ") and certain other parties, Mr. Graziano and Mr. Christodoro were appointed to the Board of Directors of Xerox, in which Mr. Icahn has a non-controlling interest.