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 23, 2017
SOUTHWESTERN ENERGY COMPANY
(Exact name of registrant as specified in its charter)
Delaware | 001-08246 | 71-0205415 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
10000 Energy Drive
Spring, Texas 77389
(Address of principal executive office) (Zip Code)
(832) 796-1000
(Registrants telephone number, including area code)
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Second Amendment to 2013 Incentive Plan
On May 23, 2017, at the Companys annual meeting of stockholders (the Annual Meeting), the Companys stockholders voted to approve an amendment to the Southwestern Energy Company 2013 Incentive Plan (as previously amended, the 2013 Plan) to increase the number of shares of the Companys common stock that the Company is authorized to issue or award under the 2013 Plan by 18,850,000 shares to a total of 52,700,000 shares (the Second Amendment). The Second Amendment was adopted by the Companys Board of Directors effective as of May 23, 2017, subject to stockholder approval.
A description of the material terms of the Second Amendment was included in the Companys 2017 proxy statement filed with the Securities and Exchange Commission on April 12, 2017, and the proxy statements description of the Second Amendment is incorporated herein by reference. The description in the proxy statement and the foregoing description are qualified in their entirety by reference to the Second Amendment, which is filed as Exhibit 4.1 to this Current Report on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the stockholders elected each of the following individuals to serve on the Board of Directors 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. GASS |
For: | 367,068,171 | ||||
Against: | 12,769,928 | |||||
Abstain: | 3,660,321 | |||||
Nonvotes: | 46,777,864 | |||||
CATHERINE A. KEHR |
For: | 365,965,852 | ||||
Against: | 17,204,800 | |||||
Abstain: | 327,768 | |||||
Nonvotes: | 46,777,864 | |||||
GREG D. KERLEY |
For: | 303,333,779 | ||||
Against: | 79,844,783 | |||||
Abstain: | 319,859 | |||||
Nonvotes: | 46,777,863 | |||||
JON A. MARSHALL |
For: | 378,429,751 | ||||
Against: | 4,744,467 | |||||
Abstain: | 324,202 | |||||
Nonvotes: | 46,777,864 | |||||
ELLIOTT PEW |
For: | 368,440,953 | ||||
Against: | 14,726,140 | |||||
Abstain: | 331,327 | |||||
Nonvotes: | 46,777,864 | |||||
TERRY W. RATHERT |
For: | 379,486,041 | ||||
Against: | 3,696,552 | |||||
Abstain: | 315,828 | |||||
Nonvotes: | 46,777,863 |
ALAN H. STEVENS |
For: | 367,733,143 | ||||
Against: | 15,446,470 | |||||
Abstain: | 318,808 | |||||
Nonvotes: | 46,777,863 | |||||
WILLIAM J. WAY |
For: | 376,210,451 | ||||
Against: | 6,895,275 | |||||
Abstain: | 392,695 | |||||
Nonvotes: | 46,777,863 |
In addition, the following proposals were voted at the Annual Meeting:
With respect to the advisory vote regarding the compensation of the Companys named executive officers disclosed in the proxy statement, which vote is referred to as the say-on-pay vote, the stockholders have approved the compensation of the Companys named executive officers, with the votes, rounded to the nearest whole share, cast as follows:
For: |
360,121,807 | |||
Against: |
22,872,226 | |||
Abstain: |
504,388 | |||
Nonvotes: |
46,777,863 |
With respect to the proposal set forth in the proxy statement to determine the frequency that a say-on-pay vote will occur, the stockholders indicated their choice among the frequency options, with the votes, rounded to the nearest whole share, cast as follows:
Every one year: |
353,735,821 | |||
Every two years: |
727,637 | |||
Every three years: |
28,410,189 | |||
Abstain: |
624,773 | |||
Nonvotes: |
46,777,864 |
In light of the voting results on this proposal, the Board of Directors has determined that the Company will include a say-on-pay vote in the Companys proxy materials each year until the next advisory vote on the frequency of future say-on-pay votes required by applicable law.
The proposal as set forth in the proxy statement to approve the Second Amendment was approved by the stockholders, with the votes, rounded to the nearest whole share, cast as follows:
For: |
355,752,972 | |||
Against: |
27,390,824 | |||
Abstain: |
354,625 | |||
Nonvotes: |
46,777,863 |
The ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Companys independent registered public accounting firm for 2017 was approved by the stockholders, with the votes, rounded to the nearest whole share, cast as follows:
For: |
422,749,602 | |||
Against: |
6,061,171 | |||
Abstain: |
1,465,511 |
The proposal as set forth in the proxy statement to revise the Companys voting standards to provide that all non-binding matters presented by stockholders would be decided by a simple majority of the votes cast FOR and AGAINST an item, unless stockholders have approved higher thresholds, or applicable laws or stock exchange regulations dictate otherwise, was denied by the stockholders, with the votes, rounded to the nearest whole share, cast as follows:
For: |
69,052,275 | |||
Against: |
311,178,047 | |||
Abstain: |
3,268,098 | |||
Nonvotes: |
46,777,864 |
SECTION 8 Other Events
Item 8.01 Other Events.
At the 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 Chairman of the Board.
SECTION 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
EXHIBIT INDEX
Exhibit
No. |
Description | |
4.1 | Second Amendment to Southwestern Energy Company 2013 Incentive Plan |
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 | ||||||||
Dated: May 30, 2017 | By: |
/s/ John C. Ale |
||||||
Name: | John C. Ale | |||||||
Title: | Senior Vice President, General Counsel and Secretary |
EXHIBIT INDEX
Exhibit
No. |
Description | |
4.1 | Second Amendment to Southwestern Energy Company 2013 Incentive Plan |
Exhibit 4.1
SECOND AMENDMENT TO
SOUTHWESTERN ENERGY COMPANY
2013 INCENTIVE PLAN
THIS SECOND AMENDMENT (this Amendment ) to the Southwestern Energy Company 2013 Incentive Plan is made and adopted by the Board of Directors (the Board ) of Southwestern Energy Company (the Company ), effective as of May 23, 2017 (the Effective Date ), subject to approval by the Companys stockholders. All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Plan (as defined below).
RECITALS
WHEREAS, the Company maintains the Southwestern Energy Company 2013 Incentive Plan (as amended, the Plan );
WHEREAS, pursuant to Section 17(a) of the Plan, the Board has the authority to amend the Plan from time to time, including the authority to amend, subject to stockholder approval, the number of shares of common stock of the Company that may be issued under the Plan; and
WHEREAS, the Board believes it is in the best interests of the Company and its stockholders to amend the Plan as set forth herein.
NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended as follows, effective as of the Effective Date, subject to approval by the Companys shareholders:
AMENDMENT
1. | The first sentence of Section 3(a) of the Plan is hereby amended and restated in its entirety as follows: |
(a) | Stock Subject to the Plan |
The maximum number of shares of Common Stock that may be issued pursuant to Awards granted under the Plan shall not exceed 52,700,000 shares of Common Stock in the aggregate.
2. | This Amendment shall be and is hereby incorporated in and forms a part of the Plan. |
3. | Except as expressly provided herein, all terms and conditions of the Plan shall remain in full force and effect. |