{"schema_version":"secwatch.filing_event.v1","accession":"0000007332-23-000022","form_type":"8-K","ticker":null,"cik":"0000007332","company_name":"SOUTHWESTERN ENERGY CO","filed_at":"2023-05-22T23:59:59+00:00","discovered_at":"2026-05-14T18:03:42.114822+00:00","generated_at":"2026-06-14T18:48:32.178148+00:00","sec_items":["5.03","5.07","8.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.35,"calibrated_materiality_score":0.35,"confidence":"high","headline":"SWN shareholders vote to lower special meeting threshold to 20%, approve officer exculpation","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0000007332-23-000022","json":"https://secwatch.observer/filing/0000007332-23-000022.json","markdown":"https://secwatch.observer/filing/0000007332-23-000022.md","text":"https://secwatch.observer/filing/0000007332-23-000022.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/7332/000000733223000022/0000007332-23-000022-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/7332/000000733223000022/swn-20230518.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-14T18:48:32.178148+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"55c45885e5ba32afd486e11278dcff3d7fe47b33","claim":"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).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/7332/000000733223000022/0000007332-23-000022-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Effective","value":"2023-05-18"}],"fact_type":"governance_change"},{"claim_id":"39b72c98447d090dc45dc9bab4d21d423b3e5bcd","claim":"SOUTHWESTERN ENERGY CO shareholders approved Amendment to certificate of incorporation to provide for exculpation of officers at the 2023-05-18 meeting.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/7332/000000733223000022/0000007332-23-000022-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-18"}],"fact_type":"shareholder_vote"},{"claim_id":"5f17ede0dc6d92d23bb04e8e5c86312098f4f181","claim":"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.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/7332/000000733223000022/0000007332-23-000022-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-18"}],"fact_type":"shareholder_vote"},{"claim_id":"955599c6f6664760bc0316f81a86cfb977689a6e","claim":"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.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/7332/000000733223000022/0000007332-23-000022-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-18"}],"fact_type":"shareholder_vote"},{"claim_id":"b8817eae4fa9852cdbc726908075f289b4989617","claim":"SOUTHWESTERN ENERGY CO shareholders approved Advisory vote on the frequency of future say-on-pay votes at the 2023-05-18 meeting.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/7332/000000733223000022/0000007332-23-000022-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay frequency"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-18"}],"fact_type":"shareholder_vote"},{"claim_id":"d6b3a42793c8001cc63fd4a4906bdebfc3a0f1b0","claim":"SOUTHWESTERN ENERGY CO shareholders approved Election of Directors at the 2023-05-18 meeting.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/7332/000000733223000022/0000007332-23-000022-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-18"}],"fact_type":"shareholder_vote"},{"claim_id":"e3649a22479e2e672267d5a12b5d5a8cbfa2a2fa","claim":"SOUTHWESTERN ENERGY CO shareholders approved Advisory vote regarding the compensation of the Company’s named executive officers at the 2023-05-18 meeting.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/7332/000000733223000022/0000007332-23-000022-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-18"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}