defa14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
Southwestern Energy Company
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
determined): |
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Proposed maximum aggregate value of transaction: |
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Total fee paid: |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its
filing. |
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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
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Filing Party: |
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Date Filed: |
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2350 N. Sam Houston Parkway East, Suite 125
Houston, Texas 77032
IMPORTANT NOTICE REGARDING THE
AVAILABILITY OF PROXY MATERIALS
FOR THE SHAREHOLDER MEETING TO BE HELD ON
MAY 17, 2011
Under the Securities and Exchange Commission rules, the proxy materials that you receive
by mail for the annual meeting are now available on the Internet. When you go online, you can
view the proxy materials or cast your vote. The items to be voted on and location of the annual
meeting are shown below. Your vote is important!
MEETING INFORMATION
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Meeting Type:
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Annual Meeting |
For holders as of:
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March 25, 2011 |
Date:
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May 17, 2011 |
Time:
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11:00 AM CDT |
Location:
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Hilton North Houston |
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(Greenspoint) Hotel |
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12400 Greenspoint Drive |
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Houston, TX 77060 |
You are receiving this communication because you hold shares in Southwestern Energy Company.
This is not a ballot. You cannot use this notice to vote your shares. This communication
presents only an overview of the more complete proxy materials that have been sent to you or are
available to you on the Internet. You may view the proxy materials online at
www.envisionreports.com/swn or easily request a paper copy. A request for an e-mail or a physical
copy of the proxy materials must be received no later than May 3, 2011.
www.envisionreports.com/swn
Easy Online Access A Convenient Way to View Proxy Materials and Vote!
When you go online to view materials, you can also vote your shares.
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Step 1: |
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Go to www.envisionreports.com/swn to view the proxy statement, which contains details
of the proposals to be voted on, and the annul report. |
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Step 2: |
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Click the Vote Section. |
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Step 3: |
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Follow the instructions on the screen to log in. |
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Step 4: |
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Make your selection as instructed on each screen to select delivery preferences and Vote. |
The proposals to be voted on at the meeting are listed below along with the Board of Directors
recommendations.
The Board of Directors recommends that you vote FOR the following:
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Election of Directors |
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Nominees: |
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Lewis E. Epley, Jr. |
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Robert L. Howard |
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Greg D. Kerley |
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Harold M. Korell |
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Vello A. Kuuskraa |
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Kenneth R. Mourton |
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Steven L. Mueller |
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Charles E. Scharlau |
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Alan H. Stevens |
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The ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Companys
independent registered public accounting firm for the fiscal year ended December 31, 2011. |
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Advisory vote on Executive Compensation. |
The Board of Directors recommends you vote 1 YEAR on the following proposal:
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Advisory vote on frequency of say-on-pay votes. |
The Board of Directors recommends that you vote FOR the following proposal:
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Amendment to the Companys amended and restated by-laws to reduce the ownership threshold for
Stockholders to call special meeting of the stockholders. |
The Board of Directors recommends that you vote AGAINST the following proposal:
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Stockholder proposal for a political contributions and expenditures report. |
*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on May 17, 2011
SOUTHWESTERN ENERGY COMPANY
Meeting Information
Meeting Type: Annual Meeting
For holders as of: March 25, 2011
Date: May 17, 2011 Time: 11:00 AM CDT
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Location: |
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Hilton North Houston
(Greenspoint) Hotel
12400 Greenspoint Drive
Houston, Texas 77060 |
You are receiving this communication because you
hold shares in the above named company.
This is not a ballot. You cannot use this notice
to vote these shares. This communication presents
only an overview of the more complete proxy
materials that are available to you on the
Internet. You may view the proxy materials online
at www.proxyvote.com or easily request a paper copy
(see reverse side).
We encourage you to access and review all of the
important information contained in the proxy
materials before voting.
See the reverse side of this notice to obtain
proxy materials and voting instructions.
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:
1. Annual Report
2. Notice & Proxy Statement
How to View Online:
Have the information that is
printed in the box marked by the arrow ® XXXX XXXX XXXX
(located on the following page) and visit: www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO
charge for requesting a copy. Please choose one of the following methods to make your request:
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1) BY INTERNET:
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www.proxyvote.com |
2) BY TELEPHONE:
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1-800-579-1639 |
3) BY E-MAIL*:
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sendmaterial@proxyvote.com |
* If requesting
materials by e-mail, please send a blank e-mail with the information that is
printed in the box marked by the
arrow ® XXXX XXXX XXXX
(located on the following page) in the
subject line. |
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to
your investment advisor. Please make the request as instructed above on or before May 03, 2011 to
facilitate timely delivery.
Please Choose One of the Following Voting Methods
Vote In Person: If you choose to vote these shares in person at the meeting, you must request a
legal proxy. To do so, please follow the instructions at www.proxyvote.com or request a paper
copy of the materials, which will contain the appropriate instructions. Many shareholder meetings
have attendance requirements including, but not limited to, the possession of an attendance ticket
issued by the entity holding the meeting. Please check the meeting materials for any special
requirements for meeting attendance.
Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is
printed in the box marked by the arrow ® XXXX XXXX XXXX
available and follow the instructions.
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include
a voting instruction form.
The Board of Directors recommends that you
vote FOR the following:
Nominees
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01 Lewis E. Epley, Jr.
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02 Robert L. Howard
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03 Greg D. Kerley
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04 Harold M. Korell
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05 Vello A. Kuuskraa |
06 Kenneth R. Mourton
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07 Steven L. Mueller
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08 Charles E. Scharlau
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09 Alan H. Stevens |
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The Board of Directors recommends you vote FOR
the following proposal (s): |
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The ratification of the appointment of PricewaterhouseCoopers LLP to serve as the
Companys independent registered public accounting firm for the fiscal year ended
December 31, 2011. |
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3 |
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Advisory vote on Executive Compensation. |
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The Board of Directors recommends you vote 1 YEAR on the following proposal: |
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4 |
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Advisory vote on frequency of say-on-pay votes. |
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The Board of Directors recommends you vote FOR
the following proposal (s): |
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Amendment to the Companys amended and restated by-laws to reduce the ownership
threshold for Stockholders to call special meeting of stockholders. |
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The Board of Directors recommends you vote
AGAINST the following proposal (s): |
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Stockholder Proposal for a political contributions and expenditures report. |
Broadridge Internal Use Only
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Voting items Continued
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Reserved for Broadridge Internal Control Information
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NOTE: |
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To transact such other business as may properly come before the meeting or any
adjournment or adjournments thereof. |
THIS SPACE RESERVED FOR LANGUAGE PERTAINING TO
BANKS AND BROKERS
AS REQUIRED BY THE NEW YORK STOCK EXCHANGE
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Broadridge Internal Use Only |
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THIS SPACE RESERVED FOR SIGNATURES IF APPLICABLE
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Job #
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