SM Energy Company

05/22/2026 | Press release | Distributed by Public on 05/22/2026 14:18

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 21, 2026, the Compensation Committee of the Board of Directors of SM Energy Company (the "Company") amended and restated the Change of Control Executive Severance Agreement for Elizabeth A. McDonald, the Company's President and Chief Executive Officer, effective as of January 30, 2026 ("Change of Control Agreement"). Pursuant to the Change of Control Agreement, Ms. McDonald is entitled to receive certain payments and benefits upon a qualifying termination of employment in connection with, or within two and one-half years following, a change of control of the Company, including a lump sum payment equal to the sum of (i) three times her then current base salary, (ii) three times her then current base salary multiplied by her target bonus percentage, (iii) her then current target bonus, pro-rated for the portion of the year in which the termination occurs, and (iv) twenty-four times the Company's then current monthly contribution for medical, dental, and vision insurance on behalf of her and her family. The foregoing description of the Change of Control Agreement is qualified in its entirety by reference to the full text of the Change of Control Agreement, a copy of which is attached hereto as Exhibit 10.1.
In connection with the prior appointment of Elizabeth A. McDonald, the Company's President and Chief Executive Officer, and Blake D. McKenna, the Company's Executive Vice President and Chief Operating Officer, the Board approved and the Company disclosed, on January 20, 2026, the compensatory arrangements for Ms. McDonald and Mr. McKenna, including target values under the Company's long-term incentive plan. On May 21, 2026, the Board increased (i) Ms. McDonald's long-term incentive plan target to $5,800,000, which amount is granted 40% in the form of restricted stock units and 60% in the form of performance share units; and (ii) Mr. McKenna's long-term incentive plan target to $2,400,000, which amount is granted 50% in the form of restricted stock units and 50% in the form of performance share units.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 21, 2026, 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 two 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
Barton R. Brookman
181,905,425 8,975,765 394,178 24,681,431
Morris R. Clark 190,232,507 640,712 402,150 24,681,430
Carrie M. Fox 189,498,630 1,395,871 380,870 24,681,428
Lloyd W. Helms, Jr. 190,288,834 594,145 392,392 24,681,428
Elizabeth A. McDonald 190,117,821 777,562 379,987 24,681,429
Ramiro G. Peru 189,469,778 1,410,775 394,816 24,681,430
Julio M. Quintana 170,281,740 20,600,130 393,499 24,681,430
Rose M. Robeson 184,528,251 6,366,531 380,588 24,681,429
Wouter T. Van Kempen 175,986,276 14,859,132 429,963 24,681,428
Ashwin Venkatraman 190,559,545 293,905 421,920 24,681,429
Howard A. Willard III 184,675,816 6,149,003 450,551 24,681,429
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 181,729,629
Against 9,041,702
Abstain 504,033
Non-Votes 24,681,435
The Company's stockholders approved the proposal to ratify the appointment by the Company's Audit Committee of Deloitte & Touche LLP, as the Company's independent registered public accounting firm for 2026. The final vote tabulation for that proposal was as follows:
For 215,183,397
Against 325,601
Abstain 447,801
SM Energy Company published this content on May 22, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 22, 2026 at 20:18 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]