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): December 6, 2012

 


 

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 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(e)  On December 6, 2012, after consideration and a review of a number of factors, including but not limited to performance, competitive market data and the recommendations of the Company's outside compensation consultants, the Compensation Committee of the Board of Directors of Southwestern Energy Company (the “Company”) approved the annual base salaries, cash incentive compensation award levels and long-term incentive compensation awards for fiscal year 2013 of the Company's 2012 Named Executive Officers who are current employees of the Company.  

The following table sets forth the annual base salaries of the Company’s current Named Executive Officers as of January 1, 2012 and 2013, the long-term incentives granted to the current Named Executive Officers for fiscal year 2013 and the target annual cash incentive award and the maximum total annual cash incentive award (i.e., assuming attainment of the maximum performance objectives and the maximum discretionary amount) as a percentage of base salary for 2013 for each current Named Executive Officer under the Company's Incentive Compensation Plan.  The restricted stock and stock option awards were granted to the Named Executive Officers under the 2004 Stock Incentive Plan on December 6, 2012.  Each of the restricted stock awards vests ratably over a period of four years.  The exercise price of the stock options is $34.50, the closing price of the Company's common stock on December 5, 2012, and each of the option awards vests ratably over a period of three years.  The performance units were granted under the Company's 2002 Performance Unit Plan, with each unit vesting in three years and having a target value of $1,000.

 

 

 

 

 

2013 Long-Term Incentives

 

Incentive Compensation Plan

 

 

 

Salary

 

 

 

Restricted

 

Performance

 

2013

 

2013

 

2012

 

2013

 

Options

 

Stock

 

Units

 

Target

 

Max

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Steven L. Mueller

$850,000 

 

$850,000 

 

89,020 

 

43,920 

 

1,554 

 

175%

 

262.5%

President & Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

William J. Way

$600,000 

 

$620,000 

 

51,550 

 

25,430 

 

900 

 

140%

 

210%

Executive Vice President & Chief Operating Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mark K. Boling

$450,000 

 

$465,000 

 

35,320 

 

17,420 

 

617 

 

130%

 

195%

President - V+ Development Solutions & General Counsel

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

R. Craig Owen

$370,000 

 

$395,000 

 

32,450 

 

16,010 

 

567 

 

125%

 

187.5%

Senior Vice President & Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


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: December 12, 2012

 

By:

 

/s/ R. CRAIG OWEN


   

Name:

 

R. Craig Owen

   

Title:

 

Senior Vice President and

       

Chief Financial Officer