SM Energy Company (NYSE:SM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective October 6, 2018, the Board of Directors (the “Board”) of SM Energy Company (the “Company”) appointed Carla J. Bailo to serve as a director of the Company until the next annual meeting of the Company’s stockholders, or until her successor is elected and qualified or her earlier resignation or removal. The Board also appointed Ms. Bailo to serve on its Audit Committee. There is no understanding or arrangement between Ms. Bailo and any other person to which Ms. Bailo was appointed.

The Board determined that Ms. Bailo is an independent director within the meaning of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the rules and regulations promulgated by the Securities and Exchange Commission thereunder, and the listing standards of the New York Stock Exchange. Ms. Bailo has not entered into any related party transactions with the Company that require disclosure to 404(a) of Regulation S‑K.

Ms. Bailo served as Senior Vice President, R&D Americas for Nissan North America, Inc. from 2011 – 2014. She joined Nissan in 1989 and held various engineering and management positions prior to her appointment as Senior Vice President. Ms. Bailo currently serves as the Chief Executive Officer for the Center for Automotive Research.

In connection with her service as a member of the Board, under the Company’s Equity Incentive Compensation Plan, Ms. Bailo was granted 3,446 shares of the Company’s common stock, which represents a pro rata portion of the $180,000 in value of the Company’s common stock granted to each director for service from, on and including, May 23, 2018, until May 29, 2019. In addition, Ms. Bailo was granted 1,723 additional shares of the Company’s common stock, representing a pro rata portion of the annual retainer paid to non-employee directors, and will receive reimbursement for any out-of-pocket expenses.

On October 10, 2018, the Company issued a press release announcing that Ms. Bailo had been appointed to the Board. A copy of the press release is furnished hereto as Exhibit99.1. In accordance with General Instruction B.2. of Current Report on Form8-K, this press release is deemed to be “furnished” and shall not be deemed “filed” for purposes of Section18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information or Exhibit be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

(d) Exhibits.

SM Energy Co Exhibit
EX-99.1 2 exhibit99110102018.htm EXHIBIT 99.1 Exhibit News Release EXHIBIT 99.1SM ENERGY ANNOUNCES APPOINTMENTOF DIRECTOR  DENVER,…
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About SM Energy Company (NYSE:SM)

SM Energy Company is an independent energy company. The Company is engaged in the acquisition, exploration, development and production of crude oil and condensate, natural gas and natural gas liquids (NGLs) in onshore North America. The Company operates in the exploration and production segment of the oil and gas industry within the United States. Its operations are concentrated in onshore operating areas in the United States: South Texas & Gulf Coast Region, Rocky Mountain Region and Permian Region. It has working interests in approximately 1,460 gross (approximately 870 net) productive oil wells and approximately 1,770 gross (approximately 650 net) productive gas wells. Within South Texas & Gulf Coast Region, the Company has both operated and non-operated Eagle Ford shale programs on approximately 200,000 net acres. It has approximately 162,000 net acres being developed in the Bakken and Three Forks formations. It has approximately 23,000 net acres in its Permian Region.