UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934 (Amendment
No. )
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Filed
by the Registrant x
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Filed
by a Party other than the Registrant o
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Check
the appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive
Proxy Statement
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x
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Definitive
Additional Materials
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Soliciting
Material Pursuant to
§240.14a-12
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St.
Mary Land & Exploration Company
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment
of Filing Fee (Check the appropriate box):
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x
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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Fee
paid previously with preliminary materials.
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box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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(1)
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Amount
Previously Paid:
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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May 12,
2009
Dear
Stockholder:
In
connection with the upcoming St. Mary Land & Exploration Company annual
meeting of stockholders to be held on May 20, 2009, the Company has
reviewed the report of ISS Governance Services (“ISS”) of RiskMetrics Group,
which recommends that stockholders withhold votes for the election of Barbara M.
Baumann to the Board of Directors. Ms. Baumann has been a valued
member of the Board since 2002, serves on the Board’s Compensation Committee and
Executive Committee, and is an independent director as determined by the Board
pursuant to the rules of the New York Stock Exchange. However, the
ISS report has classified Ms. Baumann as a non-independent director, and the
facts cited by ISS in making its determination are that the law firm of
Rothgerber Johnson & Lyons LLP (“RJ&L”) received approximately $23,000
for legal services provided to the Company during 2008, and Ms. Baumann’s
husband is a partner in that firm.
So that
you can make a fully informed voting decision on this important matter, the
Company urges you to consider the following additional relevant factors that
were assessed by the Board in making its determination that Ms. Baumann does not
have a material relationship with the Company that would impair her
independence.
As indicated in the
Company’s proxy statement, the services performed by RJ&L pertain to real
estate matters, primarily in the area of office leases, and Mr. Baumann did
not provide any of such services. RJ&L is a relatively
large law firm in Denver, Colorado, where the Company’s principal corporate
offices are leased, and has over 45 partners and 75
attorneys. RJ&L has a significant local real estate practice, and
the Company specifically retained a real estate partner at RJ&L with
extensive expertise and experience in the particular office leasing issues
involving the Company. Mr. Baumann is a commercial litigator, not a
member of RJ&L’s real estate department, and had absolutely no involvement
in the providing of legal services to the Company or the retention of the
RJ&L real estate partner by the Company. The particular partner
providing those services has represented the Company in real estate matters for
over 10 years, beginning when he was a partner at another firm. In
addition, Ms. Baumann had absolutely no input or involvement in the Company’s
retention of RJ&L, apart from seeking advance analysis and confirmation that
the relationship would not be considered material and would not impair her
independence.
Based on
all of the facts and circumstances and the independence rules of the New York
Stock Exchange, the Company respectfully disagrees with the ISS report as to Ms.
Baumann. The Company also notes that two other independent
proxy advisory firms, Glass Lewis & Co. and Proxy Governance, Inc., have
recommended in their respective reports that stockholders vote for the election
of Ms. Baumann to the Board of Directors.
We
hope that you consider the above facts carefully, and we urge you to vote FOR
the election of Barbara M. Baumann to the Board of Directors.
Please
feel free to contact our proxy solicitor The Altman Group, Inc. at 201-806-2215
with any questions or comments. Thank you.
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/s/ C. MARK BRANNUM
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C.
Mark Brannum
Senior
Legal Counsel and
Secretary
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