AMENDMENT NO. 1 TO PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 19, 2022
May 6, 2022
This Amendment No. 1
(this Amendment) amends and supplements the proxy statement of Southwestern Energy Company (the Company), dated April 8, 2022 (the Proxy Statement). This Amendment does not change the proposals to be
acted on at the 2022 Annual Meeting of Shareholders, which will be held on Thursday, May 19, 2022, at 9:00 a.m., Central Daylight Time (the Annual Meeting), or the recommendations of the Board of Directors of the Company (the
Board) in relation thereto, which are described in the Proxy Statement. Capitalized terms used in this Amendment and not otherwise defined herein have the meanings given to them in the Proxy Statement. This Amendment does not provide all
of the information that is important to your decisions in voting at the Annual Meeting. This Amendment should be read in conjunction with the Proxy Statement.
The purpose of this Amendment is to amend the Proxy Statement on the treatment and effect of broker non-votes with
respect to certain proposals.
The relevant section on pages 59 of the Proxy Statement is hereby amended and restated in its entirety as follows (changes
underlined):
Vote Required
Approval of the 2022 Plan requires the affirmative vote of a majority of the shares properly cast with regard to this proposal by holders of
shares of our common stock who are present in person or represented by proxy and entitled to vote such shares at the Annual Meeting. Abstentions will be treated as votes cast and will have the same effect as a vote against the proposal. Broker non-votes will have the same effect as a vote against the proposal.
The relevant sections on pages 71 and 72 of
the Proxy Statement are hereby amended and restated in their entirety as follows (changes underlined):
If I am the beneficial
owner of shares that are held in street name by my broker, will my broker vote for me? How are broker non-votes treated?
Under the NYSE member rules, a member broker (that is, a member of the NYSE) that holds shares in street name for customers generally has the
authority to vote on certain routine or discretionary proposals if it has transmitted proxy soliciting materials to the beneficial owner but has not received instructions from that owner. However, the NYSE precludes brokers
from exercising their voting discretion on certain proposals without instructions from the beneficial owner, and the NYSE now expressly prohibits brokers holding in street name for their beneficial holder clients from voting in an
election of directors and from voting on certain corporate governance matters without receiving specific instructions from those clients. Therefore, if you hold your shares in the name of a bank, broker or other holder of record, for your vote to be
counted on Proposals No. 1, 2, 3 and 5 you will need to communicate your voting decisions to your bank, broker or other holder of record before May 19, 2022.
What is the voting requirement to approve each of the proposals?
Proposal No. 2 - A Non-Binding Advisory Vote to the Compensation of our Named Executive Officers:
The affirmative vote of holders of a majority of the shares represented and entitled to vote at the meeting, either in person or by proxy, is required to approve Proposal No. 2. Therefore, abstentions and broker non-votes will have the same effect as a vote AGAINST.
Proposal No. 3 - Approval of
our 2022 Incentive Plan: The affirmative vote of holders of a majority of the shares represented and entitled to vote at the meeting, either in person or by proxy, is required to approve Proposal No. 3. Therefore, abstentions and broker non-votes will have the same effect as a vote AGAINST.
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