Contents

How has the role of directors changed in this period of significantly lower commodity prices?

2015 was a challenging year for the industry, including Southwestern Energy. Very few in the industry predicted the depth of the current cyclical downturn. As a Board, our governance is focused on achieving long-term value for our shareholders. This means we endeavor to ensure our investments are wise and designed to achieve our PVI goals; our compensation programs are designed to attract talent and align with shareholders’ interests; and we have the right leadership team in place.

Today’s volatile environment requires an engaged, collaborative and nimble Board, readily available to support our management team’s efforts to navigate and preserve value during this difficult time. Our approach to governance has become far more dynamic and proactive as well. As a result, we have worked together with Bill Way and his management team to set a responsive 2016 budget that provides for investing within our expected cash flow and adopt compensation targets geared toward improving margins and cash flow rather than growing production.

What are the Board’s top priorities for 2016 and beyond?

Our top priority for 2016 is to maintain Southwestern Energy’s financial flexibility, and our Board is directly engaged in this challenge. Our flexible approach to our budget should complement this goal during this period of

volatile commodity prices. As we look beyond the bottom of the cycle, a renewed governance focus and reflection are required to ensure our governance efforts aimed at achieving a 1.3 PVI, or present value of return on each dollar of capital spent, translate into long-term shareholder value creation. New approaches towards risk management and greater alignment of our executive compensation to ensure shareholder outcomes are likely to be part of this process.

What skill sets does the Board bring in leading our company today?

Our Board has been carefully constructed to bring a diversity of skills and backgrounds that, collectively, produce sound and insightful judgments and oversight on behalf of our shareholders. Specifically, we have deliberately built a collaborative Board of Directors who know our industry intimately, have the capacity for deep strategic thought and understand shareholder value creation. Most of us have spent the bulk of our careers in, or investing or advising in, the oil and gas industry and have seen downturns before. With well over a century of combined financial, technical and leadership experience in the sector, our Board has the perspective and skills to lead Southwestern Energy through the entire commodity cycle. Our Board has undergone significant refreshment over the last several years, and we continually assess whether our aggregate skill set is appropriate to build shareholder value for the future.

How have you and the other directors engaged with shareholders?

Directors have had multiple conversations with our shareholders over the past year; in aggregate, we’ve spoken with shareholders representing over half our shares outstanding. We’ve listened to shareholder views on compensation, shareholder rights and balance sheet management, and we truly benefited from our dialogue. As described elsewhere in our proxy statement, our conversations led to changes in our compensation program and related disclosure and to our Board’s adoption of proxy access last fall. We believe a constructive dialogue with our shareholders is an essential component of value creation.

Catherine A. Kehr

Presiding Director

2015 Shareholder Outreach

Voting at Our Annual Meeting

Every vote cast at our Annual Meeting plays a part in the future of Southwestern Energy. Please review our proxy statement and take the time to vote right away, using one of the methods explained below.

Who is entitled to vote?

Stockholders who own shares of common stock as of March 23, 2016, the Record Date, may vote at the meeting. There were 389,657,596 shares of common stock outstanding on that date. Each share of common stock entitles the holder to one vote on all matters submitted to a vote at the Annual Meeting and any adjournment or postponement of the meeting.

	By Internet Vote your shares online at www.proxyvotenow.com/swn.	By Telephone Vote your shares by calling 1 (866) 595-8761	By Mail Vote by mail by marking, dating and signing your proxy card or voting instruction form and returning it in the postage-paid envelope.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE 2016 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 17, 2016:

The Notice of Internet Availability of Proxy Materials, Notice of Annual Meeting of Stockholders, 2016 proxy statement
and the 2015 annual report to stockholders are available free of charge at: www.swnannualmeeting.com

The shares of common stock represented by the enclosed proxy will be voted as instructed by the stockholder for the election of the nominees named in this section. If no direction is made, the proxy will be voted “FOR” the election of all of the nominees named below other than in the case of broker non-votes, which will be treated as described below. Our bylaws provide that, in any uncontested election of directors (an election in which the number of nominees does not exceed the number of directors to be elected), any nominee who receives a greater number of votes cast “FOR” his or her election than votes cast “AGAINST” his or her election will be elected to the Board.

Shares not represented in person or by proxy at the Annual Meeting, abstentions and broker non-votes will have no effect on the election of directors, other than counting for purposes of a quorum. Our bylaws also provide that any nominee who does not receive a majority of votes cast “FOR” his or her election in an uncontested election is expected to tender his or her conditional resignation to the Chairman of the Board promptly following the certification of the vote, which resignation

shall be promptly considered through a process managed by the Nominating and Governance Committee, excluding (other than in certain limited circumstances set forth in our bylaws) any nominees who did not receive a majority vote. If any nominee becomes unavailable for any reason or if a vacancy should occur before the election, the shares of common stock represented by the enclosed proxy may be voted for such other person as the Board may recommend. The Company does not expect that any nominee will be unavailable for election.

The Board, upon the recommendation of the Nominating and Governance Committee, has proposed the eight nominees set forth below for election as directors. All nominees for director are presently directors of the Company and, with the exception of William J. Way, who was appointed chief executive officer and director in January 2016, were elected by over 97% of votes cast by stockholders at the 2015 Annual Meeting.

Certain information concerning the nominees is set forth below.

	Independent Director Age: 64       Director since: 2012 Committees: Compensation (Chair); Health, Safety, Environment and Corporate Responsibility (Chair) Other Public Boards: Weatherford International, Ltd; Suncor Energy Inc. Director Qualification Highlights
	•	Former Senior Executive with Major Integrated Oil and Gas Company
	•	Operational and HSE Experience
	•	Midstream Experience
	•	Public Company Board Service

Mr. Gass retired in 2012 as Vice President of Chevron Corporation and President of Chevron Gas and Midstream. In this role, he was responsible for Chevron’s global natural gas marketing and trading activities, as well as Chevron’s pipeline, power and worldwide shipping operations. Mr. Gass began his career in 1974 in Chevron’s Gulf of Mexico business unit in New Orleans, and over the next 38 years held positions of increasing responsibility, including heading the company’s exploration and production operations in southern Africa and in Australia and Papua New Guinea. Mr. Gass served as a director of Sasol Chevron Holdings Ltd and GS Caltex. Mr. Gass has been a director of Weatherford International, Ltd. since June 2013 and serves on the Compensation and the Health, Safety and Environment Committees. He became a director of Suncor Energy Inc. in February 2014, where he serves on the Environmental, Health, Safety & Sustainable Development Committee and chairs the Human Resources and Compensation Committee.

Mr. Gass received a bachelor’s degree in civil engineering from Vanderbilt University and a master’s degree in civil engineering from Tulane University. For the past two years, he has served as Chairman of the Board of Visitors for the Vanderbilt School of Engineering and also serves on the Advisory Board for the Vanderbilt Eye Institute. He is a member of the American Society of Civil Engineers and the Society of Petroleum Engineers.

Skills and Qualifications of Particular Relevance to Southwestern Energy

Mr. Gass has extensive experience with leading exploration and production and midstream operational units of a major integrated energy company, including senior executive experience. He also brings valuable governance experience gained from his service on two other public company board of directors. This industry, leadership and public company board experience enhances the Board’s skills in strategic planning, executive compensation and oversight of operations, including HSE matters.

	Independent Presiding Director Age: 53       Director since: 2011 Committees: Audit; Nominating and Governance (Chair) Other Public Boards: California Resources Corporation Director Qualification Highlights
	•	Investor Perspective
	•	Capital Markets Experience
	•	Energy Sector Knowledge
	•	Talent Development
	•	Public Company Board Service

Ms. Kehr retired in 2006 as a Senior Vice President and Director of Capital Research Company, a division of The Capital Group Companies, one of the world’s largest investment management organizations and manager of the American Funds. In this role, Ms. Kehr was responsible for investment analysis and a portfolio manager of global energy equities. Prior to that, Ms. Kehr was an investment analyst and portfolio manager with responsibility for global energy high yield debt. Prior to her tenure with The Capital Group Companies, she held various managerial positions at Atlantic Richfield Company and Payden and Rygel. In 2002, the Reuters Survey ranked Ms. Kehr among the top 10 individual U.S. fund managers. Ms. Kehr has been a director of California Resources Corporation since February 2015 and serves on the Audit and the Compensation Committees.

She graduated with a Bachelor of Arts degree from Yale University and an MBA from The Wharton School of the University of Pennsylvania. Ms. Kehr holds the Chartered Financial Analyst designation.

Skills and Qualifications of Particular Relevance to Southwestern Energy

Ms. Kehr has a keen understanding of financial analysis, investments and capital markets honed through her experience investing across the entire energy spectrum. She also brings governance perspective from her service as a director of another E&P company. Ms. Kehr brings a valuable investor perspective and understanding of shareholder value to our Board, and her skills complement those of the other nominees.

	Independent Director Age: 60       Director since: 2010 Committees: Health, Safety, Environment and Corporate Responsibility Other Public Boards: None Director Qualification Highlights
	•	Former Public Company CFO
	•	Former CPA
	•	Finance and Accounting Experience
	•	Energy Sector Experience
	•	Risk Management

Mr. Kerley retired as Executive Vice President and Chief Financial Officer of Southwestern Energy in October 2012. Mr. Kerley began his career at Southwestern Energy in 1990 as Controller and Chief Accounting Officer, eventually serving as Treasurer and Secretary before being named Senior Vice President and Chief Financial Officer in 1998. Prior to joining the Company, Mr. Kerley held senior financial and accounting positions at Agate Petroleum Inc. and was a manager for Arthur Andersen LLP specializing in the energy sector. In 2010, Institutional Investor ranked Mr. Kerley as one of the top performing CFO’s in the exploration and production sector.

Mr. Kerley graduated from Oklahoma State University with a bachelor’s degree in accounting. He is a retired certified public accountant and is a member of the American Institute of Certified Public Accountants. He is also a member of the Independent Petroleum Association of America.

Skills and Qualifications of Particular Relevance to Southwestern Energy

Mr. Kerley has extensive experience in finance, accounting, and financial reporting, including serving as chief financial officer of a publicly traded company. In addition to financial expertise, he also has executive leadership experience and more than 30 years of oil and gas industry experience. These skills complement those of other nominees and add to a balanced Board.

	Independent Director Age: 65       Director since: 1995 Committees: Audit; Nominating and Governance Other Public Boards: None Director Qualification Highlights
	•	Practicing Attorney
	•	Broad Knowledge of Legal, Business and Political Matters in Key Operating Region
	•	Manager of Businesses
	•	Former CPA
	•	Risk Management Experience

Mr. Mourton is an attorney and Managing Principal Attorney of the firm of Ball and Mourton, Ltd., PLLC, in Fayetteville, Arkansas, where he has practiced since 1975. He is a certified public accountant (inactive) and owns and operates several businesses in various states related to beer distribution, lodging, warehousing and travel.

Mr. Mourton graduated from the University of Arkansas School of Law, Fayetteville in 1975. He is the Chairman of the Razorback Foundation and is also a member of the Board of Directors of the Arkansas Rural Endowment Fund, a non-profit corporation created by the State of Arkansas to help lower income, rural Arkansas children obtain college and university educations.

Skills and Qualifications of Particular Relevance to Southwestern Energy

Mr. Mourton has a broad and varied legal, business and accounting background, coupled with extensive knowledge of matters in the State of Arkansas, where the Company has significant assets. This experience and knowledge base add to the mix of skills on the Board and provide differing insights on its planning and decision-making.

	Independent Director Age: 61       Director since: 2012 Committees: Compensation Other Public Boards: Enerplus Corporation Director Qualification Highlights
	•	Board Chairman of Public E&P Company
	•	Former COO of Private E&P Company
	•	Former Public Company EVP
	•	Extensive Exploration, Development and Operational Experience
	•	Geological and Geophysical Skills

Mr. Pew retired as Chief Operating Officer of Common Resources, LLC, a Houston-based exploration and production company in 2010. Mr. Pew was a co-founder of Common Resources, LLC and served as Chief Operating Officer from 2007 until the company was sold in 2010. Prior to that, Mr. Pew was executive vice president of exploration at Newfield Exploration Company, where he led Newfield’s worldwide exploration program. Prior to his work at Newfield, Mr. Pew was a senior executive with American Exploration Company, a natural resource exploration and production company, since 1992.

Mr. Pew graduated with a bachelor’s degree in geology from Franklin & Marshall College and a masters of arts in geology from The University of Texas. Since June 2014, Mr. Pew has served as chairman of Enerplus Corporation, a publicly traded North American energy producer, and has been an independent director since 2010. Since 2010, Mr. Pew also served as a director of private exploration and production companies, first Common Resources II and then Common Resources III, from 2010 to 2012 and since 2012, respectively.

Skills and Qualifications of Particular Relevance to Southwestern Energy

Mr. Pew has extensive governance experience as a geologist, in exploration, development and operations, including service as a senior executive for over 15 years. Additionally, he served as a co-founder, COO and finally director of a private exploration and production company for over 8 combined years. Mr. Pew’s expertise and experience will continue to complement the skills of the other nominees and provide significant contributions to the Company’s Board.

	Independent Director Age: 63       Director since: 2014 Committees: Audit (Chair); Compensation Other Public Boards: None Director Qualification Highlights
	•	Former Public Company CFO
	•	Finance Experience
	•	Energy Executive Experience
	•	Risk Management Experience
	•	Private Company Board Experience

Mr. Rathert was a co-founder of Newfield Exploration Company, a publicly traded E&P company, where he served in various positions, including as executive vice president and chief financial officer and as secretary, from 1989 until his retirement in August 2014. Prior to Newfield, Mr. Rathert was director of economic planning and analysis for Tenneco Oil Exploration and Production Company.

Mr. Rathert graduated with a degree in petroleum engineering from Texas A&M University and completed The Management Program at Rice University. Since January 2015, Mr. Rathert has served as a director of Kaspar Companies Inc. and Kaspar Texas Traditions, each a privately held company, and since November 2015, has served as a director of Encino Energy LLC, a privately held exploration and production company. He is a member of the Society of Petroleum Engineers and an NACD Governance Fellow. Mr. Rathert serves on Texas A&M University’s Petroleum Engineering Department Industry Board and is on the Board of Directors of the YMCA of the Greater Houston Area, currently serving as the Chairman of the Finance Committee. He has served as Treasurer for the American Exploration & Production Council, the Houston Energy Finance Group and America’s Natural Gas Alliance.

Skills and Qualifications of Particular Relevance to Southwestern Energy

Mr. Rathert has an extensive background in the oil and gas industry, including service as chief financial officer of a publicly traded company in this sector. This experience and knowledge, particularly in financial and reporting matters, enhances the mix of skills on the Board.

	Independent Director Age: 71       Director since: 2010 Committees: Nominating and Governance; Health, Safety, Environment and Corporate Responsibility Other Public Boards: None Director Qualification Highlights
	•	Former COO of Publicly Traded E&P Company
	•	Extensive Geological and Geophysical Experience
	•	Talent Management
	•	Risk Management Expertise
	•	Public Company Board Experience

Mr. Stevens has an extensive background in domestic and international oil and gas exploration and production, spanning over 38 years. Mr. Stevens held various managerial, geological and geophysical positions at Occidental Petroleum Corporation, Tenneco Oil Company and Exxon Corporation. Mr. Stevens is also a former President and Chief Operating Officer of the Company’s subsidiaries Southwestern Energy Production Company and SEECO, Inc., positions from which he retired in 2001. Mr. Stevens served as a director of Derek Oil & Gas Company, a Canadian exploration, development and production company, from 2004 through 2010.

Mr. Stevens received both a bachelor of science degree and a master of science degree in geological engineering from Michigan Technological University, and attended the UCLA Executive Management Program.

Skills and Qualifications of Particular Relevance to Southwestern Energy

Mr. Stevens has extensive exploration and production company experience, gained while working at a number of industry leaders across more than three decades. His background in operations, coupled with his technical education and experience, provides invaluable expertise on the Board.

	Director Age: 57       Director since: 2016 Committees: None Other Public Boards: None Director Qualification Highlights
	•	Company’s Current CEO and Former COO
	•	Extensive Managerial, Operational, Technical and Leadership Experience in Upstream and Midstream Sectors
	•	HSE Experience
	•	Talent and Risk Management

Mr. Way has over 30 years’ experience in various managerial, technical and business development rolls in domestic and international oil and gas exploration and production and midstream businesses. Mr. Way currently is President and Chief Executive Officer of the Company, having been named Chief Executive Officer in January 2016. From December 2014 to January 2016, he was President and Chief Operating Officer of the Company. Mr. Way joined Southwestern as Executive Vice President and Chief Operating Officer in October 2011. Prior to Southwestern, he was Senior Vice President – Americas of BG Group plc with responsibility for E&P, Midstream, LNG and global shipping operations in the U.S., Trinidad and Tobago, Chile, Bolivia, Canada and Argentina. From 1981 until 2007, he held various senior technical and leadership positions at ConocoPhillips in the U.S. and globally.

Mr. Way holds a bachelor’s degree in industrial engineering from Texas A&M University and a MBA from the Massachusetts Institute of Technology. He serves on the board of directors for the Mays MBA Program and International Programs Board at Texas A&M University, the board of directors for the Cameron School of Business at the University of St. Thomas in Houston, as well as the board of directors for Boys and Girls Country, which provides a home for children from families in crisis.

Skills and Qualifications of Particular Relevance to Southwestern Energy

Mr. Way’s leadership position as Chief Executive Officer of the Company gives the Board unique insights into the Company’s operations, strategy and talent development as well as its relations with investors and other key stakeholders. Mr. Way’s extensive leadership experience in upstream and midstream businesses adds to the Board’s knowledge in these areas.

Southwestern Energy’s Board of Directors is the ultimate decision-making body of the Company, except with respect to matters reserved to the stockholders. The Board selects the Chief Executive Officer and certain other members of the executive management of the Company, who are charged with running the Company’s business. The Board plays a key role in shaping the long-term strategy of the Company, overseeing the Company’s financial position, carefully monitoring performance with respect to strategic direction, advising during major decisions and evaluating the performance of top management.

We expect members of the Board to attend all meetings. It is our policy that director nominees who are currently directors should attend the Annual Meeting of Stockholders. Each then-serving member of the

Company’s Board attended the 2015 Annual Meeting. During 2015, there were seven meetings of the Board. In 2015, each director attended 100% of the meetings of the Board and the Committees of which he or she was a member.

During 2015, the Board continued its focus on our long-term strategic plans and objectives that have both short- and long-term aspects and are aimed at guiding Southwestern Energy through the changing energy landscape. Consistent with the stockholder proposal that received majority support at the 2015 Annual Meeting, the Board implemented proxy access through amendment to the Company’s Bylaws and other corporate governance policies.

Under our Amended and Restated Certificate of Incorporation and our Amended and Restated Bylaws, our stockholders have the right to call a special meeting of stockholders and to nominate director candidates to appear in our proxy. Holders of at least 20% of our common stock meeting certain “net long” holding requirements may call a special meeting.

Under our Amended and Restated Bylaws, our stockholders have the right of proxy access, which the Board implemented in November 2015. Prior to that, the Company had engaged in discussions with stockholders about proxy access both before and after the Company’s 2015 Annual Meeting, at which a non-binding stockholder proposal on proxy access received majority support. Conversations after that vote included representatives of large, long-term stockholders together owning more than 50% of the outstanding common stock as well as members of the Board’s Nominating and Governance Committee and management. Those conversations enabled the Company to gain valuable feedback regarding proxy access, including feedback as to the particular features that the Company’s stockholders view as appropriate to implement the right in a manner

that best serves the interests of the Company and its long-term investors.

The Company’s Amended and Restated Bylaws permit a stockholder, or a group of up to 20 stockholders (with funds having specified relationships constituting a single stockholder), owning 3% or more of the Company’s outstanding common stock continuously for at least three years to nominate and include in the Company’s proxy materials director candidates constituting up to 20% of the Board or two directors, whichever is greater, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in the Amended and Restated Bylaws. Shares that have been loaned during any portion of the three-year holding period count as being owned as long as certain conditions for the recall of shares are met. This is in addition to the right of any stockholder to nominate director candidates outside the proxy access process.

Our Amended and Restated Certificate of Incorporation (our “Certificate of Incorporation”) and Amended and Restated Bylaws (our “Bylaws”) are available to stockholders at no charge upon request to our Corporate Secretary or on our website at www.swn.com.

Southwestern Energy recognizes that strong corporate governance plays an important part in achieving our objective of enhancing the Company’s long-term value for our shareholders. Senior management, led by the CEO, is responsible for running the Company’s operations, under the supervision of the Board of Directors.

The Board has adopted corporate governance principles, which, together with our Certificate of Incorporation,

Bylaws and Board committee charters, serve as the framework of the Board and its committees. From time to time, the Board revises its corporate governance policies in response to changing regulatory requirements, evolving best practices, and the perspective of our shareholders and other stakeholders.

For most of the Company’s history, our Board leadership has been structured to have our CEO also act as the Chairman of the Board. The Board believes that this arrangement, when combined with a strong Presiding Director as discussed below, provides for effective leadership and oversight of the Company and facilitates the functioning of both the Board and management. The Board intends to elect an independent director as Chairman of the Board at its upcoming May meeting, with a term to begin at the conclusion of the 2016 Annual Meeting. The Board may continue to modify the leadership structure in the future to ensure that the Board leadership structure for the Company remains effective and advances the best interests of our stockholders.

Because the current Chairman of the Board was the CEO of the Company until January 2016, the Board had

designated a Presiding Director as part of the Board’s leadership structure. One of the Company’s directors who is independent (as defined by the rules of the NYSE) serves as the Presiding Director. The Presiding Director is appointed by the non-employee directors each year at the Annual Meeting of the Board, which has typically been held in May each year. The independent directors, to the extent not identical to the non-management directors, are required to meet in executive session as appropriate matters for their consideration arise, but, in any event, at least once a year. The agenda of these executive sessions shall include such topics as the participating directors shall determine. The Presiding Director acts as the chair of all executive sessions and is responsible for coordinating the activities of the other outside directors, as required by our corporate governance guidelines and the NYSE listing standards. The Presiding Director also acts as the liaison

director for any informal, confidential communications with the CEO outside of the normal committee and Board procedures. Ms. Catherine A. Kehr is the current Presiding Director.

Director Independence

The Company’s Corporate Governance Guidelines require that a majority of the members of the Board be independent of the Company’s management and its significant stockholders. For a director to be deemed “independent,” the Board must affirmatively determine that the director has no material relationship with the Company or its affiliates (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company or its affiliates), or any person (including the director) that, with its affiliates, is the beneficial owner of 5% or more of the Company’s outstanding voting stock or any member of the executive management of the Company or his or her affiliates. Material relationships include commercial, banking, industrial, consulting, legal, accounting, charitable and familial relationships. For making this determination, the Board has adopted a set of director independence standards as required by the NYSE. Under the Board’s independence standards, a director will not be deemed independent if he or she:

Contributions to tax-exempt entities are not considered to be payments for purposes of the foregoing standards, but are considered in determining whether a director has a material relationship with the Company. None of the contributions made by the Company to tax exempt organizations for which one of our independent directors serves as an officer exceeded the greater of $1 million, or 2% of such tax exempt organization’s consolidated gross revenues in any single fiscal year within the preceding three years.

Our Board has determined that the following nominees for director, comprising a substantial majority of the Board, qualify as independent under our applicable independence standards: John D. Gass, Catherine A. Kehr, Greg D. Kerley, Kenneth R. Mourton, Elliott Pew, Terry W. Rathert and Alan H. Stevens.

One of the primary responsibilities of the Board is reviewing the Company’s strategic plans and objectives, including the principal risk exposures of the Company. Although each committee of the Board is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through committee reports about such risks. This enables the Board and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships.

Our Board has delegated to the Audit Committee, which is comprised solely of independent directors, oversight responsibility relating to the evaluation of our enterprise risk issues. In this connection, the Audit Committee discusses with management, the internal auditor (or internal audit service provider) and the independent auditors (i) the Company’s major risk exposures (whether financial, operating or otherwise), (ii) the steps management has taken to monitor and control such exposures (including the Company’s risk assessment and risk management policies) and manage legal compliance programs, and (iii) such other considerations as may be relevant to their respective audits. In addition, at least annually, the entire Board engages in a review of the

Company’s strategic plan and the principal current and future risk exposures of the Company, and the corporate compliance officer also discusses with the Board the focus and results of the Company’s semi-annual legal compliance program conducted for employees in all locations.

In addition to the Audit Committee’s oversight role in evaluating enterprise risk issues, our Compensation Committee evaluates the design of all of our incentive plans to assess whether any portion of our incentive compensation programs encourages excessive risk taking by plan participants. The evaluation conducted by the Compensation Committee is discussed on page 31 under “Compensation Risk Assessment.”

Additionally, the Nominating and Governance Committee manages risks associated with the composition of the Board and other types of risks within its areas of responsibility. The Health, Safety, Environment and Corporate Responsibility Committee reviews health, safety and environmental risks associated with our operations, as well as political and social matters that affect the Company and related risks.

The Board provides a process for stockholders and other interested persons to send communications to the Presiding Director, the non-employee directors as a group or any of the other directors, including the entire Board. Stockholders and other interested persons may send written communications to the non-employee directors,

the Presiding Director or any of the other directors to the attention of the Secretary, Southwestern Energy Company, 10000 Energy Drive, Spring, Texas 77389. The Secretary will review, sort and summarize the communications and forward them to the intended recipient(s) on a periodic basis, but no less frequently than every calendar quarter.

The Board held seven meetings in 2015. Each meeting was attended by all of the directors then in office. The Board has four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Governance Committee, and the Health, Safety, Environment and Corporate Responsibility Committee, the last of which was established by the Board in February 2015. In addition, the Board may from time to time

authorize additional standing or ad hoc committees, as it deems appropriate. The Board currently has an ad hoc committee to review technical aspects of significant projects and transactions and an ad hoc financial committee to monitor our capital structure, liquidity and other related matters. The following table lists our director nominees’ board assignments in 2015.

The committee meetings consisted in part of a review of the Company’s annual and quarterly financial reports, including our Form 10-K and Forms 10-Q. At each of these meetings the Committee reviewed the documents in-depth and received a report from our internal audit department and our independent outside audit firm, PricewaterhouseCoopers LLP (“PwC”). The Committee regularly met with representatives of PwC outside the

presence of management, and also met individually with members of management. In addition to its financial responsibilities, the Committee also performed a primary role in risk management. The Committee has established policies and procedures for the pre-approval of all services provided by PwC, which are described on page 81 of this proxy statement, and the approval of the internal audit plan as executed by the internal audit service function.

During 2015, the Audit Committee of the Board of Directors was comprised of four independent directors. Set forth below is the report of the Committee on its activities with respect to Southwestern Energy’s financial statements for the fiscal year ended December 31, 2015 (the “audited financial statements”).

In addition to reviewing the independence of its advisor as described below, the Committee devoted substantial time to its oversight of our compensation and benefits programs. The Committee received updates on compensation trends and regulatory updates. The Committee also reviewed the Company’s compensation programs, retirement, health and welfare plans. In addition, the Committee devoted considerable time to Southwestern Energy’s stockholder outreach efforts and feedback received from investors, with at least one member of the Committee participating in calls

with our investors in both the spring and fall of 2015. The Committee’s review of executive compensation matters and its decisions, including changes made in response to input from our stockholders, is discussed in the Compensation Discussion and Analysis beginning on page 39 of this proxy statement. The Committee also undertakes steps necessary to ensure that the compensation of our senior executives does not encourage unnecessary or excessive risk taking, which oversight is discussed in “Compensation Risk Assessment” beginning on page 31 of this proxy statement.

The Compensation Committee engaged Meridian Compensation Partners, LLC, or Meridian, as its independent compensation consultant for 2015 to advise it on all compensation matters related to our executive management. Meridian provides no other services to the Company. During 2015, Meridian:

The Committee believes that the advice it receives from Meridian is objective and not influenced by any other business relationship. The Committee and Meridian

have policies and procedures in place to preserve the objectivity and integrity of the executive compensation advice, including:

After review and consultation with Meridian, the Committee has determined that no conflict of interest arose from the work performed by Meridian during the year ended December 31, 2015. Additionally, the Committee has determined that Meridian was independent during the course of its engagement and is currently independent.

In addition to regular responsibilities for maintaining the Company’s corporate governance policies, the Committee devoted substantial time to the Board’s consideration and implementation of proxy access and to Southwestern Energy’s stockholder outreach efforts and feedback received from investors, with at least one member of the Committee participating in calls with our investors

representing over 50% of our outstanding common stock in the fall of 2015. The Committee’s analysis of proxy access, including the amendments to our Bylaws the Committee recommended the Board adopt in response to input from our stockholders, is discussed in “Stockholders Rights” beginning on page 18 of this proxy statement.

The Board regularly reviews short- and long-term succession plans for the Chief Executive Officer and for other senior management positions. In assessing possible CEO candidates, the independent directors identify the skills, experience and attributes they believe are required to be an effective CEO in light of the Company’s business strategies, opportunities and challenges. The Board also ensures that directors have substantial opportunities over the course of the year to engage with possible succession candidates.

The Board also considers its own composition and succession plans. The Nominating and Governance Committee of our Board has been delegated the responsibility of initially identifying and evaluating candidates for Board membership and for making recommendations to the Board of the director nominees for each annual meeting of stockholders. The Nominating and Governance Committee is responsible for establishing criteria for nominees, screening candidates (in consultation with the CEO), and upon review and feedback from the remaining directors, making a recommendation for final approval of candidates for the full Board. After a concurrent review of all candidates by the Nominating and Governance Committee and the CEO, various

directors interview the potential candidates and report their conclusions to the Nominating and Governance Committee, together with a recommendation of final candidates for interview by the members of the Nominating and Governance Committee. The Nominating and Governance Committee then interviews the final candidates and recommends to the full Board candidates for election based upon the results of the interview. Final approval of any candidate is made by the full Board.

Candidates are selected for their character, judgment, business experience and specific areas of expertise, among other relevant considerations, such as the requirements of applicable law and listing standards. The Board recognizes the importance of soliciting new candidates for membership on the Board and that the needs of the Board, in terms of the relative experience and other qualifications of candidates, may change over time. Candidates for membership on the Board may be suggested by any director or stockholder, and the Board may retain professional search firms to identify suitable candidates. Stockholders may nominate candidates for directors by following the procedures described below under “Stockholder Nominations.”

Each member of the Board is expected to bring a valuable and often different perspective to the governance of the Company. When these differing skill sets are combined in an environment of interaction and respect, they give a greater overall skill set to the Board and provide a

strong governance structure. Our Corporate Governance Guidelines, which are available on our website at www.swn.com under “Corporate Governance,” set forth certain criteria that apply to the selection of director candidates:

The Nominating and Governance Committee evaluates the qualifications of each director candidate against the foregoing criteria in connection with its recommendation to the Board concerning each nomination for election or re-election as a director, including members of the Nominating and Governance Committee. The Nominating and Governance Committee, with direct input and advice from our CEO, is responsible for assessing the appropriate mix of skills and characteristics required of Board members based on the Board’s perceived needs at a given point in time and periodically reviews and updates the foregoing criteria as deemed necessary. The Company is committed to considering candidates for the Board regardless of gender, ethnicity and national origin. Any search firm retained to assist the Nominating and Governance Committee in seeking candidates is instructed to seek diverse candidates from traditional and nontraditional candidate groups.

Each director’s continuation on the Board is reviewed before that director is considered for re-election at the expiration of his or her term. In connection with its annual recommendation of a slate of nominees, the Nominating and Governance Committee, in consultation with the CEO, reviews and assesses the contributions of those directors selected for re-election. At the conclusion of this process, the Chairman of the Nominating and Governance Committee reports the Nominating and Governance Committee’s conclusions to the full Board. Once a director reaches the age of 75, he or she may not be considered for re-election to the Board of Directors, with certain exceptions provided in our corporate governance guidelines.

Our Amended and Restated Bylaws permit stockholders to nominate directors for consideration at an annual meeting of stockholders.

Proxy Access Nominations

Eligible stockholders may nominate a candidate for election to the Board for inclusion in the Company’s proxy materials in accordance with the proxy access provisions of Section 2.18 of our Amended and Restated Bylaws. An eligible stockholder generally must deliver the Notice of Proxy Access Nomination (as defined in our Amended and Restated Bylaws) to the Corporate Secretary at the principal executive offices of the Company not later than the close of business on the 120th day, nor earlier than the close of business on the 150th day, prior to the first anniversary of the date (as stated in the Company’s proxy materials) the definitive proxy statement was first sent to stockholders in connection with the preceding year’s annual meeting of stockholders and otherwise comply with all of the requirements of the Amended and Restated Bylaws. For the 2017 Annual Meeting, we must receive notice of the nomination for inclusion in the Company’s proxy materials no earlier than November 7, 2016 and no later than December 7, 2016.

Other Nominations

Our Amended and Restated Bylaws also provide that any stockholder intending to nominate a candidate for election to the Board, which nomination is not submitted for inclusion in the Company’s proxy materials pursuant to Section 2.4 of our Amended and Restated Bylaws, generally must deliver written notice by mail to the Company’s Corporate Secretary at the principal executive offices of the Company not later than the close of business on the 90th day, nor earlier than the close of business on the 120 day, prior to the first anniversary of the preceding year’s annual meeting. The notice

must include information specified in the Amended and Restated Bylaws. For the 2017 Annual Meeting, assuming that the Annual Meeting is held within 25 days of May 17, 2017, we must receive notice of your intention to nominate a director or to introduce an item of business at that meeting no earlier than January 17, 2017 and no later than February 16, 2017. If the meeting is not held within 25 days before or after the first anniversary of the preceding year’s annual meeting, we must receive notice of your intention to nominate a director (or to introduce an item of business) no later than the close of business on the tenth day following the day on which we send notice of the annual meeting or otherwise publicly disclose such date, whichever is sooner.

During the past year, no stockholder submitted names to the Nominating and Governance Committee of individuals for nomination to the Company’s Board pursuant to the procedures discussed above.

The Chairman of the meeting may disregard any nomination of a candidate for director or refuse to allow the transaction of any business under a proposal if it is not made in compliance with the procedures in our Amended and Restated Bylaws or other requirements under the Exchange Act. For more information on stockholder participation in the selection of director nominees, please refer to Section 2.4 in our Amended and Restated Bylaws.

It is the policy of the Nominating and Governance Committee to consider properly submitted stockholder nominations for directors as described above under “Succession Planning.” In evaluating such nominations, the Nominating and Governance Committee seeks to address the criteria set forth above under “Selection Criteria for Nominees for Directors.”

The Board has adopted a written policy that governs the approval of transactions with related parties, including, among others, officers, directors and their immediate family members. The related party transaction policy applies to any potential related party transaction other than a transaction involving less than $5,000 or involving compensation by the Company of a related party who is a director or officer. Under the Company’s related party transaction policy, directors and officers are required to bring any possible related party transaction to the attention of the Company’s General Counsel. The Board has determined that the Audit Committee is best suited to review such transactions. At the first regularly scheduled Audit Committee meeting in each calendar year, management recommends transactions to be entered into by the Company for that calendar year with related parties, including the proposed aggregate value of such transactions, if applicable. After review, the Audit Committee approves or disapproves such transactions. At each subsequently scheduled meeting, management updates the Audit Committee as to any material change to those proposed transactions. In the event management recommends any additional transactions subsequent to the first calendar year meeting, such transactions may be presented to the Audit Committee for approval or preliminarily entered into by management subject to ratification by the Audit Committee; provided that if a transaction is not so ratified, management must cancel or annul such transaction.

Pursuant to the policy, the Audit Committee has reviewed and established a standing pre-approval for each of the following types of transactions:

The Company believes that our compensation policies and practices appropriately balance near-term performance improvement with sustainable long-term value creation, consistent with our corporate philosophy, and that they do not encourage unnecessary or excessive risk taking. In addition to the Audit Committee’s oversight role in evaluating enterprise risk issues, the Compensation Committee evaluates the design of all our compensation policies and practices, including our incentive plans, to assess whether they create appropriate incentives for employees to perform and to remain at the Company and to take appropriate risks and to discourage taking inappropriate risks. Compensation for our employees generally is structured similarly to our executive compensation program: a base salary, performance-based annual bonus, and for certain senior employees equity incentive compensation in the form of stock options, restricted stock and performance units payable in common stock or cash. The less senior the employee, the more that pay is weighted toward annual compensation, with non-salaried, hourly employees receiving solely wages and a comparatively smaller bonus. Performance-based annual bonus and long-term incentives have features paralleling those for our named executive officers and thus are designed to encourage intelligent risk-taking and risk mitigation. Discretionary portions reflect individual performance

with business unit performance reflecting a significant share. Especially in operating positions, an employee’s performance-based compensation is tied not only to operating metrics but also health, safety and environmental factors. Our Compensation Committee controls all long-term incentive awards and reviews them to assure they do not promote excess risk-taking. We believe our balanced use of short- and long-term incentives, mix of cash and equity incentives, metric diversification and alignment to our business strategy, capped payouts, and stock ownership guidelines, promote responsible decision making, attract and retain good performers, and do not encourage unreasonable risk taking related to the Company’s business.

As an exploration and production company, we acknowledge that there is a certain level of risk involved in all aspects of our activities, but our compensation is structured to ensure that levels of risk taken by our employees are appropriate and socially responsible, reflecting our commitment to conducting our operations in a safe, resource-efficient manner, protecting the environment and being a good corporate citizen of the communities in which we operate. Based on the Compensation Committee’s review and assessment, the Company believes that our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

We reimburse all directors for travel and other necessary business expenses incurred in the performance of their services for us and extend coverage to them under our directors’ and officers’ indemnity insurance policies. Directors are also eligible to participate in our matching gift program. In addition, our directors are eligible to participate in our group health plans on the same basis as our employees. The maximum gift total for a director participant in the matching gift program is $15,000 in any calendar year.

As described more fully below, this chart summarizes the annual compensation for our non-employee directors during 2015.

The directors have elected, following the peer review performed by Meridian, to reduce their total compensation for 2016 by eliminating meeting attendance fees and committee membership fees and by reducing chair fees by 20%.

The total annual compensation (i.e. total cash compensation plus long-term incentive compensation) paid to each outside director is determined based on a peer review performed by Meridian Compensation Partners, our independent compensation consultants, to evaluate the competitiveness and reasonableness of our director compensation. Our compensation paid to each outside director in 2015 was at the median of our peer group as determined by meridian. The value of the total long-term incentive compensation payable in 2015 was allocated one third to stock option awards and two thirds to restricted

stock awards, with the number of stock options and shares of restricted stock awarded being determined by reference to the market value of the Company’s stock. Each director serving as of December 4, 2015 was granted 12,400 shares of restricted stock and nonqualified stock options to purchase 18,170 shares of the Company’s common stock at an exercise price of $7.74 per share.

The restricted stock awarded to the directors will vest at the rate of 25% on the anniversary of the grant date over a period of four years, except in the cases of Messrs.

Kuuskraa, Mourton and Stevens, whose shares are subject to immediate full vesting if they should elect to retire from the Board of Directors as they meet the age and service requirement. All of the restricted stock grants will immediately fully vest upon a “change in control” or the death or disability of a director. The stock options awarded to the directors will vest at the rate of 33 1/3% on the anniversary of the grant date over a period of three years, except in the cases of Messrs. Kuuskraa, Mourton

and Stevens, whose options are subject to immediate full vesting if they should elect to retire from the Board of Directors. All of the stock option grants will immediately fully vest upon a “change in control” or the death or disability of a director.

The following table sets forth information as of March 23, 2016, with respect to the beneficial ownership of the Company’s common stock by each director, nominee and each executive officer named in the Summary

Compensation Table, whom we collectively refer to as our Named Executive Officers, or NEOs, and by all directors, nominees and executive officers as a group.

The Company maintains stock ownership guidelines for directors and executive officers. On joining the Board, each director must own common stock with a market value equal to five times the annual cash retainer that was in effect on December 6, 2013 (the date the stock ownership guidelines were last amended) or the date the director joined the Board, which ever date is later. This ownership threshold must be met within five years of December 6, 2013 or the date the director joined the Board, whichever date is later. Until such time as the director reaches his or her share ownership requirement, the director will be required to hold 50% of the shares of common stock received upon lapse of the restrictions upon restricted stock and upon exercise of stock options (net of any shares utilized to pay for the exercise price of the option and tax withholding). Once achieved, the required ownership threshold must be maintained as long

as the director retains his or her seat on the Board. Stock that counts toward satisfaction of these guidelines includes stock purchased on the open market, 25% of outstanding stock options, stock obtained through stock option exercises, restricted stock, and stock beneficially owned in a trust, by a spouse and/or minor children. In instances where these stock ownership guidelines would place a severe hardship on a director, the Board will make the final decision as to developing an alternative stock ownership guideline for a director that reflects the intention of these guidelines and his or her personal circumstances. As of December 31, 2015, all directors held stock in excess of the levels required in the guidelines.

Guidelines for the ownership requirements for executive officers are discussed in the Compensation Discussion and Analysis section beginning on page 53.

Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than ten percent of the Company’s common stock, to report their initial ownership of the common stock and any subsequent changes in that ownership to the SEC and the NYSE, and to furnish the Company with a copy of each such report.

Each of John C. Ale, Josh C. Anders, R. Craig Own and Jeffrey B. Sherrick received a single grant of restricted

stock and options on February 26, 2015 that was reported four days after the required deadline. To the Company’s knowledge, based solely on review of the copies of such reports furnished to the Company and written representations that no other reports were required, its directors, executive officers and more than ten percent stockholders complied with all applicable Section 16(a) filing requirements.

We are asking our stockholders to approve, on a non-binding and advisory basis, the compensation paid to our named executive officers (“NEOs”) as described in the Compensation Discussion and Analysis (“CD&A”) and the Executive Compensation section of this proxy statement. The Company believes that its executive compensation program, which emphasizes near-term equity awards and performance-based cash incentives, is strongly aligned with the near-term interests of its stockholders.

The CD&A, beginning on page 39 of this proxy statement, describes the Company’s executive compensation program and the decisions made by the Compensation Committee in 2015 in more detail. Highlights of the program include the following:

Our executive compensation program, including the changes contemplated for 2016, results in part from ongoing dialogue between representatives of our shareholders and members of the Compensation Committee, which is described more fully in the CD&A. We are asking shareholders to approve, on an advisory basis, the compensation of our NEOs as described in this proxy statement by voting in favor of the following resolution, which will be submitted for approval by shareholders at the 2016 Annual Meeting:

“RESOLVED, that the stockholders of Southwestern Energy Company approve, on an advisory basis, the compensation of Southwestern’ s executive officers named in the Summary Compensation Table as disclosed, pursuant to the SEC’s compensation disclosure rules, in the Compensation Discussion and Analysis, compensation tables and other narrative compensation disclosure in the proxy statement.”

As an advisory vote, this proposal is not binding upon the Company. However, the Compensation Committee, which is responsible for designing and administering the Company’s executive compensation program, values the opinions expressed by stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for named executive officers. Unless the Board modifies its determination on the frequency of future “say-on-pay” advisory votes, the next “say-on-pay” advisory vote will be held at our 2017 Annual Meeting.

We are an independent natural gas and oil company engaged in exploration, development and production activities, including the related gathering and marketing of natural gas and liquids. Our primary business is the exploration and production of natural gas and oil, which is focused in the United States, where we develop unconventional natural gas reservoirs principally located in Pennsylvania, West Virginia and Arkansas.

We also engage in natural gas gathering activities through our midstream subsidiaries in Arkansas and Louisiana. For more information about our business, please see “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K and as amended on Form 10-K/A filed with the SEC on February 25, 2016 and February 26, 2016, respectively.

Like many domestic upstream oil and gas companies, we faced a challenging market environment in 2015 as commodity prices suffered a sharp decline. These suppressed commodity prices, particularly the price of natural gas, reduced the prices we realized for our production, which in turn contributed to a decline in our cash flow, as compared to 2014. Among the causes of the reduced commodity price environment were macroeconomic factors, particularly the imbalance

between domestic supply and demand. The warmer than average winter temperatures in the United States, particularly in the Northeast, led to a lower withdrawal of natural gas in storage, as less gas was used to warm homes and businesses. The market reacted to these pressures, and we and our peers experienced a decline in our market values, with our stock price declining from $27.29 on December 31, 2014 to $7.11 on December 31, 2015.

Our executive compensation program is designed to align our management with the interests of our shareholders, and our directors and management also experienced the effects that the challenging market environment had on the Company’s stock price decline. See “Alignment with Performance” in this CD&A for a further discussion of how the decrease in our stock price has impacted the value of our management’s historic equity compensation. The Compensation Committee has also made prospective changes to our compensation program to further align the interests of our employees, including our NEOs, with those of our shareholders. See “Executive Compensation Changes” in this CD&A for a further discussion of these changes.

Going forward, we believe that our robust competitive positioning in the lowest cost portion of the North American natural gas supply provides us with an

attractive growth opportunity once commodity prices recover. In the meantime, we are reshaping SWN to win in a more competitive North American natural gas marketplace using our disciplined 1.3 PVI hurdle as our investment metric. In the short term, we are committed to strengthening our balance sheet by actively pursuing opportunities to reduce our debt and preserve our liquidity by executing on an operating plan that aligns our capital investment program with cash flows generated by operations. As we have already announced, we have reduced our drilling program to preserve our capital and liquidity. We are aggressively managing our balance sheet and reducing our cost structure. We have already achieved some cost savings through reductions in force in the third quarter of 2015 and the first quarter of 2016 and by renegotiating transportation contracts in West Virginia in the first quarter of 2016.

Our executive compensation program is designed to reward NEOs for producing sustainable results consistent with our strategy, to attract and retain the highest quality

talent, and to align pay with the long-term interests of shareholders. For 2015, the Committee made the following decisions for our NEOs’ compensation:

Our Board Values Dialogue with our Shareholders

Shareholder feedback is critical to us. Our Board of Directors and management engage with our shareholders regularly to discuss our corporate strategy, executive compensation philosophy, and the ways we align our practices and programs with shareholder value. In the months leading up to and following our 2015 Annual Meeting, members of senior management and our Board of Directors, including the Chairs of our Compensation Committee and our Nominating and Governance Committee, reached out to holders of approximately 80% of our outstanding shares. As a result, we had over 20

conversations with holders of over 50% of our outstanding shares during 2015. These were in addition to the dozens of meetings management and investor relations personnel held with stockholders throughout the year. Although those shareholders had differing views on some of the topics discussed, we received the following feedback:

Following this dialogue with our shareholders, our Board implemented the changes to the executive compensation program and related disclosures discussed below in “Executive Compensation Changes” and adopted bylaw amendments for the implementation of proxy access.

In response to our shareholder outreach and our review of changed market conditions, the Compensation Committee reviewed and enhanced our proxy statement format, including this CD&A, to provide a more clear and concise summary of our program and pay decisions, including more transparency about the 2015 targets for the annual and long-term incentive awards.

The following is a brief summary of other changes adopted since our 2015 Annual Meeting: