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): December 8, 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 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(b)  On December 9, 2011, Gene A. Hammons, President of Southwestern Midstream Services Company and its subsidiaries, Southwestern Energy Services Company, DeSoto Gathering Company, LLC and Angelina Gathering Company, LLC, and a Named Executive Officer of Southwestern Energy Company (the "Company"), advised the Company’s Board of Directors of his intended retirement after the first quarter of 2012.  


(e)  On December 8, 2011, 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 the Company approved the annual base salaries, cash incentive compensation award levels and long-term incentive compensation awards for fiscal year 2012 of the Company's 2011 Named Executive Officers as well as the Company’s Executive Vice President & Chief Operating Officer, who joined the Company in October 2011 (collectively, the “Current Named Executive Officers”).   


The following table sets forth the annual base salaries of the Current Named Executive Officers as of January 1, 2011 and 2012, the long-term incentives granted to the Current Named Executive Officers for fiscal year 2012 and the target annual 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 2012 for each Current Named Executive Officer under the Company's Incentive Compensation Plan.  The restricted stock and stock option awards were granted to the Current Named Executive Officers under the 2004 Stock Incentive Plan on December 8, 2011.  Each of the restricted stock awards vests ratably over a period of four years.  The exercise price of the stock options is $36.87, the closing price of the Company's common stock on December 7, 2011, 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.


  

 

 

 

 

2012 Long-Term Incentives

 

Incentive Compensation Plan

 

Salary

 

 

 

Restricted

 

Performance

 

2012

 

2012

 

2011

 

2012

 

Options

 

Stock

 

Units

 

Target

 

Max

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Steven L. Mueller

$800,000 

 

$850,000 

 

78,890 

 

39,170 

 

1,554 

 

175%

 

262.5%

President & Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

William J. Way

$575,000 

 

$600,000 

 

42,290 

 

21,000 

 

834 

 

140%

 

210%

Executive Vice President & Chief Operating Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Greg D. Kerley

$475,000 

 

$500,000 

 

29,270 

 

14,530 

 

577 

 

130%

 

195%

Executive Vice President & Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mark K. Boling

$400,000 

 

$420,000 

 

19,880 

 

9,870 

 

392 

 

125%

 

187.5%

Executive Vice President & General Counsel

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gene A. Hammons

$330,000 

 

$360,000 

 

5,390 

 

2,680 

 

318 

 

125%

 

187.5%

President - Midstream

 

 

 

 

 

 

 

 

 

 

 

 

 

               

John D. Thaeler

$320,000 

 

$360,000 

 

9,300 

 

4,620 

 

183 

 

100%

 

150%

Senior Vice President - Exploration

 

 

 

 

 

 

 

 

 

 

 

 

 

 


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 14, 2011

 

By:

 

/s/ GREG D. KERLEY


   

Name:

 

Greg D. Kerley

   

Title:

 

Executive Vice President and

       

Chief Financial Officer