Form 8-K 4.17.14

0000893538-14-000021.txt : 20140417 0000893538-14-000021.hdr.sgml : 20140417 20140417170519 ACCESSION NUMBER: 0000893538-14-000021 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20140415 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140417 DATE AS OF CHANGE: 20140417 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SM Energy Co CENTRAL INDEX KEY: 0000893538 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 410518430 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31539 FILM NUMBER: 14770657 BUSINESS ADDRESS: STREET 1: 1775 SHERMAN STREET STREET 2: SUITE 1200 CITY: DENVER STATE: CO ZIP: 80203 BUSINESS PHONE: 303-861-8140 MAIL ADDRESS: STREET 1: 1775 SHERMAN STREET STREET 2: SUITE 1200 CITY: DENVER STATE: CO ZIP: 80203 FORMER COMPANY: FORMER CONFORMED NAME: ST MARY LAND & EXPLORATION CO DATE OF NAME CHANGE: 19940228 8-K 1 form8-k41714.htm 8-K Form 8-K 4.17.14

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)

April 17, 2014 (April 15, 2014)

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))

Item 7.01 Regulation FD Disclosure.

In accordance with General Instruction B.2. of Form 8-K, the following information, including Exhibits 99.1, 99.2, and 99.3, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information and Exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On April 15, 2014, SM Energy Company (the “Company”) issued a press release announcing that the Company's Board of Directors approved a semi-annual cash dividend of $0.05 per share of common stock outstanding. The dividend will be paid on May 7, 2014, to stockholders of record as of the close of business on April 25, 2014. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated by reference herein.

On April 16, 2014, the Company issued a press release announcing that the Company has scheduled a teleconference on April 30, 2014, to discuss its earnings for the first quarter of 2014 and certain other operational matters. A copy of the press release is furnished as Exhibit 99.2 to this report and is incorporated by reference herein.

On April 17, 2014, the Company issued a press release announcing that as the result of its conversations with Mercy Investments, Mercy has elected to withdraw its stockholder resolution concerning a Climate Change Mitigation Plan proposed to be submitted at the Company’s 2014 Annual Meeting of Stockholders. A copy of the press release is furnished as Exhibit 99.3 to this report and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.



(d)	Exhibits.	The following exhibits are furnished as part of this report:
	Exhibit 99.1	Press release of the SM Energy Company dated April 15, 2014, entitled “SM Energy Declares Semi-Annual Cash Dividend”
	Exhibit 99.2	Press release of SM Energy Company dated April 16, 2014, entitled “SM Energy Schedules First Quarter 2014 Earnings Conference Call”
	Exhibit 99.3	Press release of the SM Energy Company dated April 17, 2014, entitled “SM Energy Announces Plans to Collect and Disclose Emissions Data, Resulting in Withdrawal of Stockholder Climate Change Proposal”

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:	April 17, 2014	By:	/s/ PATRICK A. LYTLE
			Patrick A. Lytle
			Financial Reporting Manager and Assistant Secretary

EX-99.1 2 exhibit99141614.htm EXHIBIT 99.1 Exhibit 99.2 4.16.14

EXHIBIT 99.2

FOR IMMEDIATE RELEASE

SM ENERGY SCHEDULES FIRST QUARTER

2014 EARNINGS CONFERENCE CALL

DENVER, CO - April 16, 2014 - SM Energy Company (NYSE: SM) is scheduled to release details regarding its earnings for the first quarter 2014 after the close of trading on April 29, 2014. A teleconference to discuss these results and other operational matters is scheduled for April 30, 2014, at 8:00 a.m. Mountain time (10:00 a.m. Eastern time). The call participation number is 877-303-1292, and the conference ID number is 30896165. An audio replay of the call will be available approximately two hours after the call at 855-859-2056, with the conference ID number 30896165. International participants can dial 315-625-3086 to take part in the conference call, using the conference ID number 30896165, and can access a replay of the call at 404-537-3406, using conference ID number 30896165. Replays can be accessed through May 14, 2014.

This call is being webcast live and can be accessed at SM Energy Company's website at www.sm-energy.com. An audio recording of the conference call will be available at that site through May 14, 2014.

ABOUT THE COMPANY

SM Energy Company is an independent energy company engaged in the acquisition, exploration, development, and production of crude oil, natural gas, and natural gas liquids in onshore North America. SM Energy routinely posts important information about the Company on its website. For more information about SM Energy, please visit its website at www.sm‑energy.com.

SM ENERGY CONTACTS:

MEDIA:

Patty Errico, perrico@sm-energy.com, 303-830-5052

INVESTORS:

James Edwards, ir@sm-energy.com, 303-837-2444

EX-99.2 3 exhibit99241514.htm EXHIBIT 99.2 Exhibit 99.1 4.15.14

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

SM ENERGY DECLARES SEMI-ANNUAL CASH DIVIDEND

DENVER, CO April 15, 2014 - SM Energy Company (NYSE: SM) today announces that its Board of Directors has approved a semi-annual cash dividend of $0.05 per share of common stock outstanding. The dividend will be paid on May 7, 2014, to stockholders of record as of the close of business on April 25, 2014. The Company currently has approximately 67.1 million shares of common stock outstanding.

The Company has paid cash dividends to its stockholders every year since 1940. The Board of Directors plans to continue making semi-annual dividend payments at the rate of $0.05 per share for the foreseeable future, subject in its sole discretion to future earnings, capital requirements, financial condition, contractual obligations, and other factors.

ABOUT THE COMPANY

SM ENERGY CONTACTS:

MEDIA:

Patty Errico, perrico@sm-energy.com, 303-830-5052

INVESTORS:

Brent Collins, ir@sm-energy.com, 303-863-4326

James Edwards, ir@sm-energy.com, 303-837-2444

EX-99.3 4 exhibit99341714.htm EXHIBIT 99.3 Exhibit 99.3 4.17.14

EXHIBIT 99.3

FOR IMMEDIATE RELEASE

SM ENERGY ANNOUNCES PLANS TO COLLECT AND DISCLOSE

EMISSIONS DATA, RESULTING IN WITHDRAWAL OF

STOCKHOLDER CLIMATE CHANGE PROPOSAL

DENVER, CO - April 17, 2014 - SM Energy Company (NYSE: SM) announces that, as the result of its conversations with Mercy Investments, Mercy has elected to withdraw its stockholder resolution concerning a Climate Change Mitigation Plan proposed to be submitted at the Company’s 2014 Annual Meeting of Stockholders.

“We recognize the environmental and financial impacts associated with natural gas flaring and methane emissions and actively manage these impacts,” the Company said. The Company has agreed that it will disclose emissions data consistent with industry best practices by early 2016, with respect to data gathered in 2015.

“Through our environmental, health, and safety initiatives and operational practices we work to minimize flaring of natural gas and the broader environmental impact of our operations in North Dakota and our other key operating areas. In addition, with respect to our development efforts, we will strive to improve our reductions in flaring on a per unit produced basis,” the Company said. In addition, the Company has been working to design a corporate responsibility and sustainability policy that will address all aspects of the Company’s broader sustainability efforts and which is expected to result in additional management reporting systems and public disclosures by early 2016.

ABOUT THE COMPANY

INFORMATION ABOUT FORWARD LOOKING STATEMENTS

This press release contains forward looking statements within the meaning of securities laws, including forecasts and projections. The words “anticipate,” “assume,” “believe,” “budget,” “estimate,” “expect,” “forecast,” “intend,” “plan,” “project,” “will” and similar expressions are intended to identify forward looking statements. These statements involve known and unknown risks, which may cause SM Energy's actual results to differ materially from results expressed or implied by the forward looking statements. These risks include factors such as the availability, proximity and capacity of gathering, processing and transportation facilities; the uncertainty of negotiations to result in an agreement or a completed transaction; the uncertain nature of announced acquisition, divestiture, joint venture, farm down or similar efforts and the ability to complete any such transactions; the uncertain nature of expected benefits from the actual or expected acquisition, divestiture, joint venture, farm down or similar efforts; the volatility and level of oil, natural gas, and natural gas liquids prices; uncertainties inherent in projecting future

rates of production from drilling activities and acquisitions; the imprecise nature of estimating oil and gas reserves; the availability of additional economically attractive exploration, development, and acquisition opportunities for future growth and any necessary financings; unexpected drilling conditions and results; unsuccessful exploration and development drilling results; the availability of drilling, completion, and operating equipment and services; the risks associated with the Company's commodity price risk management strategy; uncertainty regarding the ultimate impact of potentially dilutive securities; and other such matters discussed in the “Risk Factors” section of SM Energy's 2013 Annual Report on Form 10-K. The forward looking statements contained herein speak as of the date of this announcement. Although SM Energy may from time to time voluntarily update its prior forward looking statements, it disclaims any commitment to do so except as required by securities laws.