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 23, 2017
SM Energy Company
(Exact name of registrant as specified in its charter)
Delaware | 001-31539 | 41-0518430 |
(State or other jurisdiction | (Commission | (I.R.S. Employer |
of incorporation) | File Number) | Identification No.) |
1775 Sherman Street, Suite 1200, Denver, Colorado (Address of principal executive offices) | 80203 (Zip Code) |
Registrant's telephone number, including area code: (303) 861-8140
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 (see General Instruction A.2.):
[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 23, 2017, SM Energy Company (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). 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 |
Larry W. Bickle | 76,881,212 | 1,194,737 | 400,952 | 9,174,879 |
Stephen R. Brand | 78,138,733 | 294,982 | 43,186 | 9,174,879 |
Loren M. Leiker | 78,320,343 | 110,847 | 45,711 | 9,174,879 |
Javan D. Ottoson | 77,955,118 | 479,619 | 42,164 | 9,174,879 |
Ramiro G. Peru | 78,242,258 | 167,460 | 67,183 | 9,174,879 |
Julio M. Quintana | 77,701,037 | 712,256 | 63,608 | 9,174,879 |
Rose M. Robeson | 78,289,970 | 115,827 | 71,104 | 9,174,879 |
William D. Sullivan | 77,545,178 | 891,826 | 39,897 | 9,174,879 |
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 2017. The final vote tabulation for that proposal was as follows:
For | 87,152,305 | |
Against | 408,858 | |
Abstain | 90,617 | |
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 | 77,856,733 | |
Against | 533,017 | |
Abstain | 87,151 | |
Non-Votes | 9,174,879 | |
The Company’s stockholders selected, by a non-binding advisory vote, one year as the frequency for future advisory votes regarding the compensation of the Company’s named executive officers. The final vote tabulation for that proposal was as follows:
One Year | 70,088,971 | |
Two Years | 32,586 | |
Three Years | 8,292,704 | |
Abstain | 62,640 | |
Non-Votes | 9,174,879 | |
The Company’s stockholders approved the proposal regarding the amendment of the Company’s Employee Stock Purchase Plan. The final vote tabulation for that proposal was as follows:
For | 77,944,789 | |
Against | 298,349 | |
Abstain | 233,763 | |
Non-Votes | 9,174,879 | |
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.
SM ENERGY COMPANY | |||
Date: | May 25, 2017 | By: | /s/ DAVID W. COPELAND |
David W. Copeland | |||
Executive Vice President, General Counsel and Corporate Secretary | |||