8-K
filed May 30, 2023, 7:59 PM ET
ticker SM
CIK 0000893538
other material
confidence high
sentiment neutral
materiality 0.20
SM Energy stockholders re-elect directors, approve officer exculpation amendment
SM Energy Co
- All 8 incumbent directors re-elected with majority votes; for votes ranged from 92.9M to 96.0M.
- Advisory say-on-pay approved with 94.6M for, 1.7M against.
- Frequency vote: 91.4M favored 1-year frequency; company will hold annual advisory votes.
- Ernst & Young ratified as 2023 independent auditor (109.0M for, 0.7M against).
- Charter amendment to limit officer liability for breach of fiduciary duty of care approved (80.5M for, 15.8M against).
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
SM Energy Co: Amendment to Certificate of Incorporation to limit officer liability per Delaware law (effective 2023-05-25).
- Change
- charter amendment
- Effective
- 2023-05-25
Exact text from the filing
As described under Item 5.07 of this report, on May 25, 2023, at the Annual Meeting of Stockholders (“ Annual Meeting ”) of SM Energy Company (“ Company ”), the Company's stockholders approved an amendment (“ Amendment ”) to the Company's Restated Certificate of Incorporation (" Certificate of Incorporation ") to reflect new Delaware law provisions regarding officer exculpation.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
SM Energy Co shareholders approved Frequency of advisory vote on executive compensation at the 2023-05-25 meeting.
- Proposal
- say on pay frequency
- Outcome
- passed
- Meeting
- 2023-05-25
Exact text from the filing
The Company’s stockholders approved, by a non-binding advisory vote, a frequency of every one year for future advisory votes on executive compensation (“ Frequency Vote ”). The final vote tabulation for that proposal was as follows: 1 Year 91,427,891 2 Years 117,669 3 Years 4,941,079 Abstain 69,108 Non-Votes 13,215,492
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
SM Energy Co shareholders approved Election of Directors at the 2023-05-25 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-05-25
Exact text from the filing
At the Annual Meeting, the Company’s stockholders elected all of the incumbent directors that stood for reelection, and approved the four additional proposals described below. Each director was elected by a majority vote. The directors elected and the final vote tabulation for each director were as follows: Director For Against Abstain Non-Votes Carla J. Bailo 95,004,593 1,489,992 61,166 13,215,488 Stephen R. Brand 94,311,019 2,194,892 49,840 13,215,488 Ramiro G. Peru 96,035,730 470,261 49,761 13,215,487 Anita M. Powers 96,007,751 498,328 49,671 13,215,489 Julio M. Quintana 92,947,967 3,557,858 49,927 13,215,487 Rose M. Robeson 95,253,634 1,252,749 49,367 13,215,489 William D. Sullivan 94,859,748 1,646,531 49,473 13,215,487 Herbert S. Vogel 95,500,313 1,005,601 49,836 13,215,489
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
SM Energy Co shareholders approved Advisory vote on executive compensation at the 2023-05-25 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-05-25
Exact text from the filing
The Company’s stockholders approved, by a non-binding advisory vote, the proposal regarding the compensation of the Company’s named executive officers. The final vote tabulation for that proposal was as follows: For 94,573,209 Against 1,708,739 Abstain 273,801 Non-Votes 13,215,490
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
SM Energy Co shareholders approved Ratification of independent registered public accounting firm – Ernst & Young LLP at the 2023-05-25 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-05-25
Exact text from the filing
The Company’s stockholders approved the proposal to ratify the appointment by the Company’s Audit Committee of Ernst & Young LLP, as the Company’s independent registered public accounting firm for 2023. The final vote tabulation for that proposal was as follows: For 108,990,411 Against 701,527 Abstain 79,301
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
SM Energy Co shareholders approved Amendment of Certificate of Incorporation to limit liability of certain officers as permitted by Delaware law at the 2023-05-25 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-05-25
Exact text from the filing
The Company’s stockholders approved the proposal to approve of an amendment of the Company’s Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by amendments to Delaware law. The final vote tabulation for that proposal was as follows: For 80,470,292 Against 15,779,986 Abstain 305,469 Non-Votes 13,215,492
View on SEC.gov
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