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Form 8-K SOUTHWESTERN ENERGY CO For: May 19

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May 23, 2022 4:24 PM EDT
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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 19, 2022
 
________________________________________________________________
SOUTHWESTERN ENERGY COMPANY
(Exact name of registrant as specified in its charter)
 
________________________________________________________________
Delaware001-08246 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)
 
________________________________________________________________
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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, Par Value $0.01SWNNew 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, 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. Withheld votes have the same effect as votes against.
JOHN D. GASSFor:919,487,881 
Withheld/Against:6,209,999 
Nonvotes:56,511,425 
SYLVESTER P. “CHIP” JOHNSONFor:916,714,584 
Withheld/Against:8,983,296 
Nonvotes:56,511,425 
CATHERINE A. KEHRFor:913,645,844 
Withheld/Against:12,052,036 
Nonvotes:56,511,425 
GREG D. KERLEYFor:911,443,419 
Withheld/Against:14,254,461 
Nonvotes:56,511,425 
JON A. MARSHALLFor:922,326,149 
Withheld/Against:3,371,731 
Nonvotes:56,511,425 
PATRICK M. PREVOSTFor:916,702,268 
Withheld/Against:8,995,612 
Nonvotes:56,511,425 
ANNE TAYLORFor:922,267,097 
Withheld/Against:3,430,783 
Nonvotes:56,511,425 
DENIS J. WALSH IIIFor:922,421,170 
Withheld/Against:3,276,710 
Nonvotes:56,511,425 
WILLIAM J. WAYFor:922,468,357 
Withheld/Against:3,229,523 
Nonvotes:56,511,425 



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:899,962,285 
Against:23,803,077 
Abstain:1,932,518 
Nonvotes:56,511,425 
With respect to the management proposal on the 2022 Incentive Plan as set forth in the proxy statement, the shareholders have approved the 2022 Incentive Plan, with the votes, rounded to the nearest whole share, cast as follows:
For:892,602,012 
Against:31,597,013 
Abstain:1,498,855 
Nonvotes:56,511,425 
The ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2022 was approved by the shareholders, with the votes, rounded to the nearest whole share, cast as follows:
For:972,787,727 
Against:8,230,486 
Abstain:1,191,092 
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:213,854,941 
Against:711,044,506 
Abstain:798,433 
Nonvotes:56,511,425 

SECTION 8 - Other 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
Registrant
Dated: May 23, 2022
By:/s/ CHRIS LACY
Name:Chris Lacy
Title:
Vice President, General Counsel and Secretary



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