SM 8-K
SM Energy Co (SM)
8-K
2025-05-27
For: 2025-05-22
View Original
Added on
April 09, 2026
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)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (Zip Code) | ||||||||
| (Address of principal executive offices) | ||||||||
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.):
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||
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 May 22, 2025, SM Energy Company (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 three 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 | ||||||||||||||||||||||
| Carla J. Bailo | 93,346,743 | 765,497 | 158,830 | 9,003,088 | ||||||||||||||||||||||
Barton R. Brookman | 93,739,797 | 373,047 | 158,228 | 9,003,086 | ||||||||||||||||||||||
| Ramiro G. Peru | 93,676,011 | 436,678 | 158,382 | 9,003,087 | ||||||||||||||||||||||
| Anita M. Powers | 94,055,797 | 57,262 | 158,010 | 9,003,089 | ||||||||||||||||||||||
| Julio M. Quintana | 92,569,012 | 1,544,505 | 157,552 | 9,003,089 | ||||||||||||||||||||||
| Rose M. Robeson | 93,404,460 | 469,845 | 396,763 | 9,003,090 | ||||||||||||||||||||||
| William D. Sullivan | 91,874,215 | 2,239,393 | 157,460 | 9,003,090 | ||||||||||||||||||||||
| Ashwin Venkatraman | 94,049,477 | 51,725 | 169,869 | 9,003,087 | ||||||||||||||||||||||
| Herbert S. Vogel | 93,742,982 | 364,135 | 163,954 | 9,003,087 | ||||||||||||||||||||||
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 | 87,906,571 | ||||
| Against | 6,159,449 | ||||
| Abstain | 205,048 | ||||
| Non-Votes | 9,003,090 | ||||
The Company’s stockholders approved the proposal to ratify the appointment by the Company’s Audit Committee of Ernst & Young LLP, as the Company’s independent registered public accounting firm for 2025. The final vote tabulation for that proposal was as follows:
| For | 102,301,014 | ||||
| Against | 747,931 | ||||
| Abstain | 225,213 | ||||
The Company’s stockholders approved the proposal regarding the Company’s 2025 Equity Incentive Compensation Plan. The final vote tabulation for that proposal was as follows:
| For | 87,806,313 | ||||
| Against | 6,247,363 | ||||
| Abstain | 217,391 | ||||
| Non-Votes | 9,003,091 | ||||
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: | May 27, 2025 | By: | /s/ ANDREW T. FISKE | ||||||||
| Andrew T. Fiske | |||||||||||
| Deputy General Counsel and Corporate Secretary | |||||||||||