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 22, 2018

 

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.):

 

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))

 

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 22, 2018, 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 three 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

 

85,149,994

 

2,001,716

 

36,581

 

13,269,892

Stephen R. Brand

 

86,044,282

 

1,107,146

 

36,863

 

13,269,892

Loren M. Leiker

 

86,325,485

 

825,868

 

36,938

 

13,269,892

Javan D. Ottoson

 

86,372,131

 

780,426

 

35,734

 

13,269,892

Ramiro G. Peru

 

86,695,230

 

453,562

 

39,499

 

13,269,892

Julio M. Quintana

 

84,763,767

 

1,510,435

 

914,089

 

13,269,892

Rose M. Robeson

 

86,360,821

 

788,990

 

38,480

 

13,269,892

William D. Sullivan

 

85,961,985

 

1,188,316

 

37,990

 

13,269,892

 

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 2018.  The final vote tabulation for that proposal was as follows:

 

For

 

100,325,985

Against

 

95,498

Abstain

 

36,700

 

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

 

61,254,338

Against

 

21,025,184

Abstain

 

4,908,769

Non-Votes

 

13,269,892

 

2



 

The Company’s stockholders approved the proposal regarding the amendment and restatement of the Company’s Equity Incentive Compensation Plan.  The final vote tabulation for that proposal was as follows:

 

For

 

62,890,560

Against

 

24,255,548

Abstain

 

42,183

Non-Votes

 

13,269,892

 

3



 

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 29, 2018

 

By:

/s/ David W. Copeland

 

 

David W. Copeland

 

 

 

Executive Vice President and General Counsel

 

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