Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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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 19, 2020

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SOUTHWESTERN ENERGY COMPANY

(Exact name of registrant as specified in its charter)

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Delaware

001-08246

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)

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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 class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, Par Value $0.01

SWN

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

At the Annual Meeting of Shareholders of Southwestern Energy Company (the “Company”), the shareholders 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:	389,118,183
		Against:	5,461,826
		Abstain:	506,330
		Nonvotes:	82,672,363


CATHERINE A. KEHR	For:	387,156,371
		Against:	7,413,261
		Abstain:	516,706
		Nonvotes:	82,672,363


GREG D. KERLEY	For:	387,904,641
		Against:	6,710,418
		Abstain:	471,280
		Nonvotes:	82,672,363


JON A. MARSHALL	For:	389,070,694
		Against:	5,547,789
		Abstain:	467,855
		Nonvotes:	82,672,363


PATRICK M. PREVOST	For:	388,138,660
		Against:	6,366,535
		Abstain:	581,143
		Nonvotes:	82,672,363


ANNE TAYLOR	For:	388,909,548
		Against:	5,519,913
		Abstain:	656,877
		Nonvotes:	82,672,363


DENIS J. WALSH III	For:	390,712,031
		Against:	3,794,443
		Abstain:	579,865
		Nonvotes:	82,672,363


WILLIAM J. WAY	For:	389,016,772
		Against:	5,591,235
		Abstain:	478,332
		Nonvotes:	82,672,363

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 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:			294,375,829
Against:			95,792,708
Abstain:			4,917,802
Nonvotes:			82,672,363

The ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2020 was approved by the shareholders, with the votes, rounded to the nearest whole share, cast as follows:


For:			471,074,516
Against:			5,457,388
Abstain:			1,226,798

The shareholder proposal as set forth in the proxy statement to amend the Company's bylaws to give holders in the aggregate of 10% of the outstanding shares of common stock the power to call a special meeting was not approved by the shareholders, with the votes, rounded to the nearest whole share, cast as follows:


For:			147,152,094
Against:			246,170,109
Abstain:			1,764,136
Nonvotes:			82,672,363

SECTION 8 - Other Events

Item 8.01 Other Events.

At the meeting of the Board of Directors of the Company held immediately following the Annual Meeting of Shareholders, 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.