0000893538-15-000003.txt : 20150202 0000893538-15-000003.hdr.sgml : 20150202 20150202080316 ACCESSION NUMBER: 0000893538-15-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150131 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150202 DATE AS OF CHANGE: 20150202 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: 15564890 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-k2215.htm 8-K 2.2.15 Form 8-K 2.2.15


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)
February 2, 2015 (January 31, 2015)

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 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


As previously announced, Anthony J. Best retired from his role as SM Energy Company’s (the “Company”) Chief Executive Officer on January 31, 2015. Mr. Best will complete his current term as a member of the Board of Directors of the Company, and does not plan to stand for re-election to the Board of Directors at the Company’s 2015 Annual Meeting of Stockholders.

Effective as of February 1, 2015, the Board of Directors of the Company appointed Javan D. Ottoson, age 56, as the Company’s President and Chief Executive Officer. Mr. Ottoson joined the Company in December 2006 as Executive Vice President and Chief Operating Officer. He was appointed as President of the Company in October 2012 and was appointed to the Board of Directors in September 2014.

There is no understanding or arrangement between Mr. Ottoson and any other person pursuant to which Mr. Ottoson was appointed. There are no family relationships between Mr. Ottoson and any other director or executive officer of the Company. Mr. Ottoson has not entered into any related party transactions with the Company that require disclosure pursuant to 404(a) of Regulation S‑K.

On January 28, 2015, the Compensation Committee approved a base salary of $800,000 for Mr. Ottoson in connection with his appointment as the Company’s Chief Executive Officer.

Item 7.01    Regulation FD Disclosure.

In accordance with General Instruction B.2. of Form 8-K, the following information, including Exhibit 99.1, 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 Exhibit 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 February 2, 2015, the Company issued a press release announcing the appointment of Mr. Ottoson as Chief Executive Officer. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated by reference herein.


Item 9.01    Financial Statements and Exhibits.


(d)
Exhibits.
The following exhibit is furnished as part of this report:
 
Exhibit 99.1
Press release of the Company dated February 2, 2015, entitled, “SM Energy Announces Leadership Transition”






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:
February 2, 2015
By:
/s/ DAVID W. COPELAND
 
 
 
David W. Copeland
 
 
 
Executive Vice President, General Counsel and Corporate Secretary



 EX-99.1 2 exhibit9912215.htm EXHIBIT 99.1 2.2.15 Exhibit 99.1 2.2.15


Exhibit 99.1




FOR IMMEDIATE RELEASE

 
SM Energy Announces Leadership Transition
 
Javan D. Ottoson Appointed Chief Executive Officer

DENVER, CO - February 2, 2015 - SM Energy Company (NYSE: SM) today announces that as part of its previously announced leadership transition plan, Anthony J. Best has retired and the Company’s Board of Directors appointed Javan (Jay) D. Ottoson as President and Chief Executive Officer of the Company, effective as of February 1, 2015. Mr. Best will complete his current term as a member of the Board, and does not plan to stand for re-election to the Board of Directors at the Company’s 2015 Annual Meeting of Stockholders.
Bill Sullivan, Chairman of SM Energy’s Board of Directors, commented, “On behalf of SM Energy’s Board of Directors, I would like to thank Tony for his leadership of the company over the last eight years and wish him the very best in retirement. Two of Tony’s many accomplishments were to work effectively with the Board to identify and develop an internal successor for the CEO position and to seamlessly transition the leadership of the company to Jay. The Board believes that Jay is well prepared for his new role and that his experience, understanding of the company, passion for excellence and commitment to value creation make him the right choice to lead SM going forward.”
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.
INFORMATION ABOUT FORWARD LOOKING STATEMENTS  
This 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 and uncertainties related to the costs of such 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, as such risk factors may be updated from time to time in the Company's other periodic reports filed with the Securities and Exchange Commission. 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.
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