8-K
filed May 22, 2023, 7:59 PM ET
CIK 0000007332
other material
confidence high
sentiment neutral
materiality 0.35
SWN shareholders vote to lower special meeting threshold to 20%, approve officer exculpation
SOUTHWESTERN ENERGY CO
- Shareholders elected all 9 director nominees; John D. Gass received 781.8M votes for, 9.5M against.
- Say-on-pay vote passed with 752.0M for (95.3% of votes cast); board sets future frequency at every one year.
- Amendment to lower special meeting threshold from 25% to 20% approved with 788.5M for (99.7% of votes cast).
- Amendment to provide officer exculpation under Delaware law approved with 665.9M for (84.4% of votes cast).
- Catherine A. Kehr reappointed as independent Chairman of the Board at post-meeting board meeting.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
SOUTHWESTERN ENERGY CO: Shareholders elected ten directors and approved advisory say-on-pay vote, frequency of say-on-pay votes, and ratification of auditor (effective 2023-05-18).
- Effective
- 2023-05-18
Exact text from the filing
At the Annual Meeting, the shareholders elected each of the following individuals to serve on the Board of Directors of the Company 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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
SOUTHWESTERN ENERGY CO shareholders approved Amendment to certificate of incorporation to provide for exculpation of officers at the 2023-05-18 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-05-18
Exact text from the filing
The proposal as set forth in the 2023 Proxy Statement to amend the Company’s certificate of incorporation to provide for exculpation of officers was approved by the shareholders, with the votes, rounded to the nearest whole share, cast as follows: For: 665,857,604 Against: 122,956,303 Abstain: 3,070,405 Broker Non-Votes: 186,943,419
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
SOUTHWESTERN ENERGY CO shareholders approved Ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2023 at the 2023-05-18 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-05-18
Exact text from the filing
The ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2023 was approved by the shareholders, with the votes, rounded to the nearest whole share, cast as follows: For: 959,692,011 Against: 18,441,232 Abstain: 694,488
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
SOUTHWESTERN ENERGY CO shareholders approved Amendment to certificate of incorporation to lower ownership threshold for shareholders to call a special meeting at the 2023-05-18 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-05-18
Exact text from the filing
The proposal as set forth in the 2023 Proxy Statement to amend the Company’s certificate of incorporation to lower the ownership threshold for shareholders to call a special meeting was approved by the shareholders, with the votes, rounded to the nearest whole share, cast as follows: For: 788,495,588 Against: 2,414,468 Abstain: 974,256 Broker Non-Votes: 186,943,419
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
SOUTHWESTERN ENERGY CO shareholders approved Advisory vote on the frequency of future say-on-pay votes at the 2023-05-18 meeting.
- Proposal
- say on pay frequency
- Outcome
- passed
- Meeting
- 2023-05-18
Exact text from the filing
With respect to the proposal set forth in the 2023 Proxy Statement to determine the frequency that a “say-on-pay vote” will occur, the shareholders indicated their choice among the frequency options, with the votes, rounded to the nearest whole share, cast as follows: Every one year: 774,066,495 Every two years: 691,880 Every three years: 14,826,763 Abstain: 2,299,174
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
SOUTHWESTERN ENERGY CO shareholders approved Election of Directors at the 2023-05-18 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-05-18
Exact text from the filing
At the Annual Meeting, the shareholders elected each of the following individuals to serve on the Board of Directors of the Company 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: 781,767,855 Against: 9,534,805 Abstain: 581,652 Broker Non-Votes: 186,943,419 S. P. “CHIP” JOHNSON IV For: 772,986,693 Against: 18,300,603 Abstain: 597,016 Broker Non-Votes: 186,943,419 CATHERINE A. KEHR For: 741,098,225 Against: 50,182,027 Abstain: 604,060 Broker Non-Votes: 186,943,419 GREG D. KERLEY For: 761,855,108 Against: 29,423,526 Abstain: 605,678 Broker Non-Votes: 186,943,419 JON A. MARSHALL For: 784,654,662 Against: 6,643,221 Abstain: 586,429 Broker Non-Votes: 186,943,419 PATRICK M. PREVOST For: 772,433,209 Against: 18,840,802 Abstain: 610,301 Broker Non-Votes: 186,943,419 ANNE TAYLOR For: 783,365,240 Against: 7,912,900 Abstain: 606,172 Broker Non-Votes: 186,943,419 DENIS J. WAL
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
SOUTHWESTERN ENERGY CO shareholders approved Advisory vote regarding the compensation of the Company’s named executive officers at the 2023-05-18 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-05-18
Exact text from the filing
With respect to the advisory vote regarding the compensation of the Company’s named executive officers disclosed in the 2023 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: 752,008,494 Against: 37,481,971 Abstain: 2,393,847 Broker Non-Votes: 186,943,419
View on SEC.gov
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