false000000733212/3100000073322023-05-182023-05-1800000073322023-12-312023-12-31

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________________________________________________________
FORM 8-K
 
________________________________________________________________

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): May 18, 2023
 
________________________________________________________________
SOUTHWESTERN ENERGY COMPANY
(Exact name of registrant as specified in its charter)
 
________________________________________________________________
Delaware001-08246 71-0205415
(State or other jurisdiction of incorporation)(Commission File Number) (IRS Employer Identification No.)
 
10000 Energy Drive 
Spring, TX 77389
(Address of principal executive offices) (Zip Code)

(832) 796-1000
(Registrant's telephone number, including area code)
 
Not Applicable
(Former name or former address, if changed since last report)
 
________________________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
        ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
        ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
        ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
        ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, Par Value $0.01SWNNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



SECTION 5 - Corporate Governance and Management
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As described in Item 5.07 below, on May 18, 2023 at the 2023 Annual Meeting of Shareholders (the “Annual Meeting”) of Southwestern Energy Company (the “Company”), the Company’s shareholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to: (i) lower the ownership threshold for shareholders to call a special meeting from 25% to 20% and (ii) reflect new Delaware law provisions regarding exculpation of certain of the Company’s officers from liability in specific circumstances. The Certificate of Amendment became effective on May 18, 2023, upon filing with the Secretary of State of the State of Delaware.
The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the shareholders elected each of the following individuals to serve on the Board of Directors of the Company for a term of one year, or until his or her successor is duly elected and qualified, with the votes, rounded to the nearest whole share, cast as follows.
JOHN D. GASSFor:781,767,855 
Against:9,534,805 
Abstain:581,652 
Broker Non-Votes:186,943,419 
S. P. “CHIP” JOHNSON IVFor:772,986,693 
Against:18,300,603 
Abstain:597,016 
Broker Non-Votes:186,943,419 
CATHERINE A. KEHRFor:741,098,225 
Against:50,182,027 
Abstain:604,060 
Broker Non-Votes:186,943,419 
GREG D. KERLEYFor:761,855,108 
Against:29,423,526 
Abstain:605,678 
Broker Non-Votes:186,943,419 
JON A. MARSHALLFor:784,654,662 
Against:6,643,221 
Abstain:586,429 
Broker Non-Votes:186,943,419 
PATRICK M. PREVOSTFor:772,433,209 
Against:18,840,802 
Abstain:610,301 
Broker Non-Votes:186,943,419 


ANNE TAYLORFor:783,365,240 
Against:7,912,900 
Abstain:606,172 
Broker Non-Votes:186,943,419 
DENIS J. WALSH IIIFor:783,423,861 
Against:7,817,638 
Abstain:642,813 
Broker Non-Votes:186,943,419 
WILLIAM J. WAYFor:784,541,738 
Against:6,592,567 
Abstain:750,007 
Broker Non-Votes:186,943,419 
In addition, the following five proposals as described in more detail in the Company’s definitive proxy statement as filed with the Securities and Exchange Commission on April 5, 2023 (“2023 Proxy Statement”) were properly presented at the Annual Meeting:

With respect to the advisory vote regarding the compensation of the Company’s named executive officers disclosed in the 2023 Proxy Statement, which vote is referred to as the “say-on-pay vote,” the shareholders have approved the compensation of the Company’s named executive officers, with the votes, rounded to the nearest whole share, cast as follows:
For:752,008,494 
Against:37,481,971 
Abstain:2,393,847 
Broker Non-Votes:186,943,419 
With respect to the proposal set forth in the 2023 Proxy Statement to determine the frequency that a “say-on-pay vote” will occur, the shareholders indicated their choice among the frequency options, with the votes, rounded to the nearest whole share, cast as follows:
Every one year:774,066,495 
Every two years:691,880 
Every three years:14,826,763 
Abstain:2,299,174 

In light of the voting results on this proposal, the Board of Directors of the Company has determined that the Company will include a say-on-pay vote in the Company’s proxy materials each year until the Company conducts the next advisory vote on the frequency of future say-on-pay votes required by applicable law.
The ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2023 was approved by the shareholders, with the votes, rounded to the nearest whole share, cast as follows:
For:959,692,011 
Against:18,441,232 
Abstain:694,488 


The proposal as set forth in the 2023 Proxy Statement to amend the Company’s certificate of incorporation to lower the ownership threshold for shareholders to call a special meeting was approved by the shareholders, with the votes, rounded to the nearest whole share, cast as follows:
For:788,495,588 
Against:2,414,468 
Abstain:974,256 
Broker Non-Votes:186,943,419 
The proposal as set forth in the 2023 Proxy Statement to amend the Company’s certificate of incorporation to provide for exculpation of officers was approved by the shareholders, with the votes, rounded to the nearest whole share, cast as follows:
For:665,857,604 
Against:122,956,303 
Abstain:3,070,405 
Broker Non-Votes:186,943,419 
The shareholder proposal as set forth in the 2023 Proxy Statement regarding shareholder ratification of excessive pay was not properly presented for a vote because the proponent failed to present the proposal personally or through a qualified representative at the Annual Meeting. If the shareholder proposal had been properly presented, the proposal would not have been approved by the shareholders, with the votes, rounded to the nearest whole share, cast as follows:
For:33,784,166 
Against:757,088,498 
Abstain:1,011,648 
Broker Non-Votes:186,943,419 

SECTION 8 - Other Events
Item 8.01 Other Events.
At a regular meeting of the Board of Directors of the Company held immediately following the Annual Meeting, the Board of Directors of the Company re-appointed Catherine A. Kehr as the independent Chairman of the Board.
SECTION 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
3.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
   


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SOUTHWESTERN ENERGY COMPANY
Registrant
Dated: May 22, 2023
By:/s/ CHRIS LACY
Name:Chris Lacy
Title:
Vice President, General Counsel and Secretary

CERTIFICATE OF AMENDMENT NO. 2
OF THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
SOUTHWESTERN ENERGY COMPANY

Southwestern Energy Company, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:

1. The Board of Directors of the Corporation, by the unanimous written consent of its members, duly adopted a resolution setting forth a proposed amendment to the Corporation’s Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on May 19, 2010 (as amended, the “Amended and Restated Certificate of Incorporation”), declared such amendment to be advisable and directed that such amendment be considered at the annual meeting of the shareholders of the Corporation on May 18, 2023. The resolution setting forth the amendment is as follows:

RESOLVED, that the Amended and Restated Certificate of Incorporation of the Corporation be amended by amending and restating the text of the Sixth Article thereof to read in its entirety as follows:

“SIXTH: No director or officer shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except to the extent such exemption from liability or limitation thereof is not permitted under the GCL as the same exists or may hereafter be amended. If the GCL is amended hereafter to authorize the further elimination or limitation of the liability of directors or officers, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent authorized by the GCL, as so amended. Any repeal or modification of this Article SIXTH shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.”

FURTHER RESOLVED, that the Amended and Restated Certificate of Incorporation of the Corporation be amended by amending and restating the text of the Tenth Article thereof to read in its entirety as follows:

TENTH: Unless otherwise required by law, Special Meetings of Stockholders, for any purpose or purposes, may only be called by (i) the Chairman of the Board of Directors, if there be one, (ii) the President, (iii) the Secretary, (iv) the Board of Directors or (v) holders having an aggregate “net long position” of twenty percent (20%) or more of the voting shares of the Corporation.”



2. On May 18, 2023, this Certificate of Amendment No. 2 of the Amended and Restated Certificate of Incorporation was duly adopted and approved by the shareholders of the Corporation in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

[Signature page follows]




IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment No. 2 to be duly executed in its corporate name this 18th day of May, 2023.

SOUTHWESTERN ENERGY COMPANY, a
Delaware corporation
By:/s/ CHRIS LACY
Name:Chris Lacy
Title:
Vice President, General Counsel and Secretary