SWN Form 8-K

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 18, 2010

 

 

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 5.07 Submission of Matters to a Vote of Security Holders.


The Annual Meeting of Stockholders of Southwestern Energy Company (the “Company”) was held on May 18, 2010.  

 

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:

 265,172,278 

 

WITHHELD:

 14,167,759 

 

NONVOTES:

 20,515,400 

 

 

 

ROBERT L HOWARD

FOR:

 264,768,441 

 

WITHHELD:

 14,571,596 

 

NONVOTES:

 20,515,400 

 

 

 

HAROLD M KORELL

FOR:

 262,658,678 

 

WITHHELD:

 16,681,360 

 

NONVOTES:

 20,515,400 

 

 

 

VELLO A KUUSKRAA

FOR:

 269,549,094 

 

WITHHELD:

 9,790,944 

 

NONVOTES:

 20,515,400 

 

 

 

KENNETH R MOURTON

FOR:

 264,928,487 

 

WITHHELD:

 14,411,551 

 

NONVOTES:

 20,515,400 

 

 

 

STEVEN L MUELLER

FOR:

 264,135,511 

 

WITHHELD:

 15,204,526 

 

NONVOTES:

 20,515,400 

 

 

 

CHARLES E SCHARLAU

FOR:

 244,866,697 

 

WITHHELD:

 34,473,340 

 

NONVOTES:

 20,515,400 


In addition, the following proposals were voted at the Annual Meeting:


The ratification of the appointment of PricewaterhouseCoopers to serve as the Company’s independent registered public accounting firm for 2010 was approved by the stockholders, with the votes, rounded to the nearest whole share, cast as follows:


FOR:

 295,636,094 

AGAINST:

 4,122,469 

ABSTAIN:

 96,875 

NONVOTES:

 0 


The amendment of the Company’s certificate of incorporation as set forth in Exhibit B to the proxy statement and to increase the number of authorized shares of common stock of the Company to 1,250,000,000 shares was approved by the stockholders, with the votes, rounded to the nearest whole share, cast as follows:


FOR:

 196,123,523 

AGAINST:

 103,480,891 

ABSTAIN:

 251,023 

NONVOTES:

 0 


The request that the Board of Directors initiate the appropriate process to amend the Company’s corporate governance documents to provide that director nominees shall be elected by the affirmative vote of the majority of votes cast at an annual meeting of shareholders, with a plurality vote standard retained for contested director elections, was approved by the stockholders, with the votes, rounded to the nearest whole share, cast as follows:


FOR:

 139,881,500 

AGAINST:

 138,402,455 

ABSTAIN:

 1,056,082 

NONVOTES:

 20,515,400 


The request that the Company provide a report, updated semi-annually, disclosing the Company’s political contributions and expenditures policies and procedures and monetary and non-monetary political contributions was not approved by the stockholders, with the votes, rounded to the nearest whole share, cast as follows:


FOR:

   70,138,792 

AGAINST:

 135,424,825 

ABSTAIN:

 73,776,421 

NONVOTES:

 20,515,400 

 

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 19, 2010

  

By:

  

/s/ GREG D. KERLEY

   

Name:

  

Greg D. Kerley

   

Title:

  

Executive Vice President and

       

Chief Financial Officer