SM Energy Co 8-K, filed Jul 23, 2020
SM Energy Co (SM)
8-K
2020-07-23
For: 2020-07-21
View Original
Added on
April 09, 2026
About this 8-K
SM Energy Co filed this 8-K on July 23, 2020, reporting on events of July 21, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 23, 2020, SM Energy Company (the “Company”) announced that Javan D. Ottoson, its President and Chief Executive Officer, has advised its Board of Directors of his intention to retire before the end of 2020.
In order to ensure the orderly transition of leadership responsibilities, the Company also announced that Herbert S. Vogel has been appointed, effective July 21, 2020, to the position of President of the Company. Mr. Vogel (age 59) was appointed Executive Vice President and Chief Operating Officer of the Company in June 2019, having previously served as Executive Vice President-Operations of the Company since August 2014. Mr. Vogel joined the Company in March 2012 after holding leadership positions with ARCO and BP, and has 36 years of experience in the oil and gas business. There are no transactions involving Mr. Vogel requiring disclosure under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
In accordance with General Instruction B.2. of Form 8-K, the following information 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 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 July 23, 2020, the Company issued a press release announcing the retirement of Mr. Ottoson and the appointment of Mr. Vogel. A copy of the press release is furnished hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and included as Exhibit 101) | ||||
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SM ENERGY COMPANY | |||||||||||
| Date: | July 23, 2020 | By: | /s/ DAVID W. COPELAND | ||||||||
| David W. Copeland | |||||||||||
| Executive Vice President, General Counsel, and Corporate Secretary | |||||||||||
| News Release |  | |||||||
EXHIBIT 99.1
SM ENERGY COMPANY ANNOUNCES PLANNED
RETIREMENT OF CHIEF EXECUTIVE OFFICER JAVAN D. OTTOSON
AND APPOINTMENT OF HERBERT S. VOGEL AS PRESIDENT
DENVER, CO July 23, 2020 – SM Energy Company (“SM Energy” or the “Company”) (NYSE: SM) today announced that President and Chief Executive Officer Javan (Jay) D. Ottoson has advised the Board of Directors of SM Energy of his intention to retire before the end of 2020. Mr. Ottoson will remain a member of the Board of Directors until the next annual meeting in May 2021.
The Company also announced that Herbert S. Vogel has been appointed to the position of President of the Company. Mr. Vogel was appointed Executive Vice President and Chief Operating Officer of the Company in June 2019, having previously served as Executive Vice President-Operations of the Company since August 2014. Mr. Vogel joined the Company in March 2012 after holding leadership positions with ARCO and BP, and has 36 years of experience in the oil and gas business. The Board of Directors intends to promote Mr. Vogel to Chief Executive Officer effective upon Mr. Ottoson’s departure.
“On behalf of the Board of Directors, I want to congratulate Jay on a successful and impactful career. Through 14 years with the Company, and more than five years as our Chief Executive Officer, his strength of character has had an incredible impact on the Company and our team, including our directors, employees, and service partners. Through Jay’s leadership, SM Energy transformed itself into a premier operator in the Permian and Maverick Basins in Texas. I would like to thank Jay for his commitment to SM Energy, his leadership, guidance, and steady hand during a highly volatile time in our industry,” said William Sullivan, chairman of the SM Energy Board of Directors.
Mr. Ottoson joined the Company in December 2006 as Executive Vice President and Chief Operating Officer. Mr. Ottoson was appointed as President of the Company in October 2012 and as Chief Executive Officer of the Company in February 2015.
“It has been a privilege and a pleasure to be part of the great team at SM Energy,” said Mr. Ottoson. “Herb is an integral part of leadership and is an energetic and highly capable executive. I am confident he will serve our Company well through challenging and better times. I expect a smooth and effective transition during my remaining time at the Company.”
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included in this press release that address events, or developments that we expect, believe, or anticipate will or may occur in the future are forward-looking statements. The words "intention," "will," and similar expressions are intended to identify forward-looking statements. Such forward-looking statements are based on assumptions and analyses made by SM Energy in light of its perception of current conditions, expected future developments, and other factors that SM Energy believes are appropriate under the circumstances. These statements are subject to a number of known and unknown risks and uncertainties. Forward-looking statements are not guarantees of future performance and actual events may be materially different from those expressed or implied in the forward-looking statements. The forward-looking statements in this press release speak as of the date of this press release.
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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 NGLs in the state of Texas. For more information about SM Energy, please visit its website at www.sm-energy.com.
SM ENERGY INVESTOR CONTACT
Jennifer Martin Samuels, jsamuels@sm-energy.com, 303-864-2507
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