Attached files
| file | filename |
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| EX-31 - SWN AMENDED AND RESTATED BYLAWS - SOUTHWESTERN ENERGY CO | exhibit31.htm |
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.
|
|
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
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Amended and Restated Bylaws of Southwestern Energy Company Effective as of May 17, 2011 | |
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