SWN Form 8-K

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 17, 2011

 

 

SOUTHWESTERN ENERGY COMPANY

(Exact name of registrant as specified in its charter)

 

 

Delaware

(State or other jurisdiction of incorporation)

 

1-08246   71-0205415
(Commission File Number)   (IRS Employer Identification No.)

 

2350 N. Sam Houston Pkwy. E., Suite 125,

Houston, Texas

   77032
(Address of principal executive offices)   (Zip Code)

 

(281) 618-4700

(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:

 

       o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

       o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

       o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

       o 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 5.03       Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.


On May 17, 2011, the stockholders of Southwestern Energy Company (the “Company”) approved the amendment of Section 2.5 of the Company’s Amended and Restated Bylaws (the “Bylaws”) as set forth in the Company’s definitive proxy statement in order to decrease the stock ownership threshold required for stockholders to call a special meeting to 20% (excluding derivatives) from 25%.  The amendment of the Bylaws was previously approved by the Board of Directors of the Company subject to the approval of the stockholders.  The Bylaws as amended and restated (the “Amended and Restated Bylaws”) are filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.  The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Bylaws.


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


The Annual Meeting of Stockholders of the Company was held on May 17, 2011.   At 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 successor is duly elected and qualified, with the votes, rounded to the nearest whole share, cast as follows:

LEWIS E. EPLEY JR.

For:

 272,743,193 

 

Against:

 3,674,795 

 

Abstain:

 2,116,349 

 

Nonvotes:

 29,403,582 

 

Uncast:

 0 


ROBERT L. HOWARD

For:

 268,180,417 

 

Against:

 8,236,146 

 

Abstain:

 2,117,669 

 

Nonvotes:

 29,403,582 

 

Uncast:

 104 


GREG D. KERLEY

For:

 251,503,251 

 

Against:

 24,914,593 

 

Abstain:

 2,116,493 

 

Nonvotes:

 29,403,582 

 

Uncast:

 0 


HAROLD M. KORELL

For:

 272,856,900 

 

Against:

 3,564,827 

 

Abstain:

 2,112,610 

 

Nonvotes:

 29,403,582 

 

Uncast:

 0 


VELLO A. KUUSKRAA

For:

 270,361,998 

 

Against:

 6,054,796 

 

Abstain:

 2,117,439 

 

Nonvotes:

 29,403,582 

 

Uncast:

 104 

 

KENNETH R. MOURTON

For:

 268,367,635 

 

Against:

 8,053,186 

 

Abstain:

 2,113,515 

 

Nonvotes:

 29,403,582 

 

Uncast:

 0 


STEVEN L. MUELLER

For:

 273,729,264 

 

Against:

 2,689,710 

 

Abstain:

 2,115,363 

 

Nonvotes:

 29,403,582 

 

Uncast:

 0 

 

CHARLES E. SCHARLAU

For:

 271,852,941 

 

Against:

 4,563,845 

 

Abstain:

 2,117,447 

 

Nonvotes:

 29,403,582 

 

Uncast:

 104 


ALAN H. STEVENS

For:

 274,053,950 

 

Against:

 2,366,756 

 

Abstain:

 2,113,631 

 

Nonvotes:

 29,403,582 

 

Uncast:

 0 


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

The ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2011 was approved by the stockholders, with the votes, rounded to the nearest whole share, cast as follows:

For:

 304,610,777 

Against:

 1,068,226 

Abstain:

 2,258,915 

Nonvotes:

 0 

 

With respect to the advisory vote, referred to as the “say-on-pay vote,” regarding the compensation of our Named Executive Officers disclosed in the proxy statement in accordance with SEC rules, the stockholders have approved the compensation of our Named Executive Officers, with the votes, rounded to the nearest whole share, cast as follows:  

For:

 267,812,655 

Against:

 8,109,529 

Abstain:

 2,612,152 

Nonvotes:

 29,403,582 

 

With respect to the advisory vote on the frequency of the “say-on-pay vote” on executive compensation, the stockholders have approved a frequency of once each year, with the votes, rounded to the nearest whole share, cast as follows:

 

1 Year:

 224,545,640 

2 Years:

 11,708,676 

3 Years:

 39,549,097 

Abstain:

 2,730,923 

Nonvotes:

 29,403,582 


The proposal to amend the Company’s amended and restated bylaws as set forth in the proxy statement to decrease the stock ownership threshold for stockholders to call a special meeting to 20% (excluding derivatives) was approved by the stockholders, with the votes, rounded to the nearest whole share, cast as follows:

For:

 219,112,239 

Against:

 85,673,931 

Abstain:

 3,151,749 

Nonvotes:

 0 


The stockholder proposal as set forth in the proxy statement requesting that the Company provide a report of political contributions and expenditures was not approved by the stockholders, with the votes, rounded to the nearest whole share, cast as follows:

For:

 64,182,213 

Against:

 168,712,635 

Abstain:

 45,639,489 

Nonvotes:

 29,403,582 



Section 9 – Financial Statements and Exhibits.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits.

 

3.1

 

Amended and Restated Bylaws of Southwestern Energy Company Effective as of May 17, 2011

 

 

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 20, 2011

  

By:

  

/s/ GREG D. KERLEY

   

Name:

  

Greg D. Kerley

   

Title:

  

Executive Vice President and

       

Chief Financial Officer

 

 

EXHIBIT INDEX

 

Exhibit
Number

 

Description

 

 

 

3.1

 

Amended and Restated Bylaws of Southwestern Energy Company Effective as of May 17, 2011