Shareholder Voting Results





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 22, 2018



SOUTHWESTERN ENERGY COMPANY

(Exact name of registrant as specified in its charter)



Delaware

 

001-08246

 

71-0205415

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation or organization)

 

File Number)

 

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))





 


 

SECTION 5 – Corporate Governance and Management

Item 5.07  Submission of Matters to a Vote of Security Holders.

On May 22, 2018, at the Company’s annual meeting of stockholders (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:

392,121,847 



Against:

21,629,930 



Abstain:

734,694 



Nonvotes:

102,817,606 







 

 

CATHERINE A. KEHR

For:

396,299,422 



Against:

16,002,794 



Abstain:

2,184,255 



Nonvotes:

102,817,606 







 

 

GREG D. KERLEY

For:

397,107,800 



Against:

16,735,826 



Abstain:

642,845 



Nonvotes:

102,817,606 







 

 

JON A. MARSHALL

For:

403,613,166 



Against:

9,295,263 



Abstain:

1,578,042 



Nonvotes:

102,817,606 







 

 

PATRICK M. PREVOST

For:

407,380,705 



Against:

5,326,452 



Abstain:

1,779,314 



Nonvotes:

102,817,606 







 

 

TERRY W. RATHERT

For:

407,110,601 



Against:

6,709,480 



Abstain:

666,389 



Nonvotes:

102,817,606 







 

 

WILLIAM J. WAY

For:

404,466,504 



Against:

9,305,966 



Abstain:

714,001 



Nonvotes:

102,817,606 




 

In addition, the following proposals were voted at the Annual Meeting:

With respect to the advisory vote regarding the compensation of the Company’s 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 Company’s named executive officers, with the votes, rounded to the nearest whole share, cast as follows:







 

For:

286,871,130 

Against:

126,325,607 

Abstain:

1,289,735 

Nonvotes:

102,817,606 





The ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2018 was approved by the stockholders, with the votes, rounded to the nearest whole share, cast as follows:







 

For:

511,728,197 

Against:

5,551,514 

Abstain:

24,366 



SECTION  8Other Events

Item 8.01  Other Events.

At the Special 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.



 


 

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 25, 2018

By:

   /s/ John C. Ale



 

Name:

John C. Ale



 

Title:

 

 

Senior Vice President, General Counsel

and Secretary