UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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
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. ¨
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
On June 18, 2024, Southwestern Energy Company (“Southwestern”) held a special meeting of its shareholders (the “Special Meeting”) in connection with the proposed merger (the “Merger”) with Chesapeake Energy Corporation (“Chesapeake”), as disclosed in the joint proxy statement/prospectus filed with the U.S. Securities and Exchange Commission on May 17, 2024. As of the close of business on April 22, 2024, the record date for the Southwestern special meeting, there were 1,102,846,071 shares of Southwestern common stock, par value $0.01 per share (the “Common Stock”) outstanding. A total of 907,210,188 shares of Common Stock were represented in person or by proxy at the Special Meeting, which constituted a quorum to conduct business at the Special Meeting. The following is a summary of the matters voted upon at the Special Meeting and the voting results for each such matter.
Proposal No. 1: Southwestern Merger Proposal
The approval of the Agreement and Plan of Merger, dated as of January 10, 2024 (as may be amended from time to time, the “Merger Agreement”), by and among Southwestern, Chesapeake Energy Corporation, an Oklahoma corporation (“Chesapeake”), Hulk Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Chesapeake (“Merger Sub Inc”), and Hulk LLC Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Chesapeake (“Merger Sub LLC”) (the “Southwestern Merger Proposal”):
| For | Against | Abstain | ||
| 886,662,607 | 20,155,571 | 392,010 |
Proposal No. 2: Advisory Southwestern Compensation Proposal
The approval, on a non-binding, advisory basis, the compensation that may be paid or become payable to Southwestern’s named executive officers that is based on or otherwise relates to the Merger (the “Advisory Southwestern Compensation Proposal”):
| For | Against | Abstain | ||
| 866,508,238 | 39,141,453 | 1,560,497 |
Approval of the Advisory Southwestern Compensation Proposal is not a condition to completion of the merger, and the vote with respect to such proposal was advisory only and will not be binding on the Company or Chesapeake.
Because there were sufficient votes to approve the Southwestern Merger Proposal, no proposal to adjourn the Special Meeting was made.
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: June 18, 2024 | By: | /s/ Christopher Lacy |
| Name: | Christopher Lacy | |
| Title: | Senior Vice President, General Counsel & Secretary | |
Cover |
Jun. 18, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jun. 18, 2024 |
| Entity File Number | 001-08246 |
| Entity Registrant Name | SOUTHWESTERN ENERGY COMPANY |
| Entity Central Index Key | 0000007332 |
| Entity Tax Identification Number | 71-0205415 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 10000 Energy Drive |
| Entity Address, City or Town | Spring |
| Entity Address, State or Province | TX |
| Entity Address, Postal Zip Code | 77389 |
| City Area Code | 832 |
| Local Phone Number | 796-1000 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, Par Value $0.01 |
| Trading Symbol | SWN |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |