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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 8-K
 
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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 18, 2021
 
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SOUTHWESTERN ENERGY COMPANY
(Exact name of registrant as specified in its charter)
 
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Delaware001-08246 71-0205415
(State or other jurisdiction of incorporation)(Commission File Number) (IRS Employer Identification No.)
 
10000 Energy Drive 
Spring, TX 77389
(Address of principal executive offices)(Zip Code)

(832) 796-1000
(Registrant's telephone number, including area code)
 
Not Applicable
(Former name or former address, if changed since last report)
 
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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:
 
        ☐ 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))
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, Par Value $0.01SWNNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of 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. ☐



SECTION 5 - Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Shareholders of Southwestern Energy Company (the “Company”), the shareholders elected each of the following individuals to serve on the Board of Directors for a term of one year, or until his or her successor is duly elected and qualified, with the votes, rounded to the nearest whole share, cast as follows:
JOHN D. GASSFor:521,791,487 
Against:9,390,456 
Abstain:229,005 
Nonvotes:50,558,088 
SYLVESTER P. “CHIP” JOHNSONFor:528,606,747 
Against:2,555,311 
Abstain:248,889 
Nonvotes:50,558,088 
CATHERINE A. KEHRFor:520,859,750 
Against:10,270,735 
Abstain:280,462 
Nonvotes:50,558,088 
GREG D. KERLEYFor:525,488,444 
Against:5,694,831 
Abstain:227,672 
Nonvotes:50,558,088 
JON A. MARSHALLFor:447,038,440 
Against:84,116,180 
Abstain:256,328 
Nonvotes:50,558,088 
PATRICK M. PREVOSTFor:526,661,089 
Against:4,496,133 
Abstain:253,725 
Nonvotes:50,558,088 
ANNE TAYLORFor:528,034,979 
Against:3,117,260 
Abstain:258,709 
Nonvotes:50,558,088 
DENIS J. WALSH IIIFor:528,213,185 
Against:2,938,507 
Abstain:259,256 
Nonvotes:50,558,088 


WILLIAM J. WAYFor:527,925,916 
Against:3,172,813 
Abstain:321,412 
Nonvotes:50,558,088 
In addition, the following proposals were voted at the Annual Meeting:

With respect to the advisory vote regarding the compensation of the Company’s named executive officers disclosed in the proxy statement, which vote is referred to as the “say-on-pay vote,” the shareholders have approved the compensation of the Company’s named executive officers, with the votes, rounded to the nearest whole share, cast as follows:
For:514,881,932 
Against:14,232,650 
Abstain:2,287,171 
Nonvotes:50,558,088 
The ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2021 was approved by the shareholders, with the votes, rounded to the nearest whole share, cast as follows:
For:579,169,368 
Against:2,495,303 
Abstain:304,364 
The shareholder proposal as set forth in the proxy statement to amend the Company's bylaws to give holders in the aggregate of 10% of the outstanding shares of common stock the power to call a special meeting was not approved by the shareholders, with the votes, rounded to the nearest whole share, cast as follows:
For:127,746,691 
Against:402,340,078 
Abstain:1,324,179 
Nonvotes:50,558,088 

SECTION 8 - Other Events
Item 8.01 Other Events.
At the Special Meeting of the Board of Directors of the Company held immediately following the Annual Meeting, the Board of Directors of the Company re-appointed Catherine A. Kehr as Chairman of the Board.


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
Registrant
Dated: May 21, 2021
By:/s/ CHRIS LACY
Name:Chris Lacy
Title:
Vice President, General Counsel and Secretary