SOUTHWESTERN ENERGY COMPANY (NYSE:SWN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02 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 May23, 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 May23, 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 April12, 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.
Item5.07 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
Item8.01 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
Item9.01 Financial
Statements and Exhibits.
EXHIBIT
INDEX
| Exhibit No. | Description | |
| 4.1 |
Second Amendment to Southwestern Energy Company 2013 Incentive Plan |
About SOUTHWESTERN ENERGY COMPANY (NYSE:SWN)
Southwestern Energy Company is an independent energy company engaged in natural gas and oil exploration, development and production. The Company operates through two segments: Exploration and Production (E&P) and Midstream Services. Its operations are focused on the development of unconventional natural gas reservoirs located in Pennsylvania, West Virginia and Arkansas. Its operations in northeast Pennsylvania are focused on the unconventional natural gas reservoir known as the Marcellus Shale. Its operations in West Virginia are also focused on the Utica and the Upper Devonian unconventional natural gas and oil reservoirs (Southwest Appalachia). Its operations in Arkansas are primarily focused on an unconventional natural gas reservoir known as the Fayetteville Shale. It has exploration and production activities in Colorado and Louisiana along with other areas. Through its affiliated midstream subsidiaries, it is engaged in natural gas gathering activities in Arkansas and Louisiana. SOUTHWESTERN ENERGY COMPANY (NYSE:SWN) Recent Trading Information
SOUTHWESTERN ENERGY COMPANY (NYSE:SWN) closed its last trading session down -0.26 at 6.35 with 16,401,051 shares trading hands.