SWN Form 8-K

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): December 9, 2010

 


 

SOUTHWESTERN ENERGY COMPANY

(Exact name of registrant as specified in its charter)

 


 

Delaware

(State or other jurisdiction of incorporation)

 

1-08246   71-0205415
(Commission File Number)   (IRS Employer Identification No.)

 

2350 N. Sam Houston Pkwy. E., Suite 125,

Houston, Texas

  77032
(Address of principal executive offices)   (Zip Code)

 

(281) 618-4700

(Registrant's telephone number, including area code)

 

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:

 

       o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

       o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

       o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

       o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


Section 5 - Corporate Governance and Management

 

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)  On December 9, 2010, after consideration and a review of a number of factors, including but not limited to performance, competitive market data and the recommendations of the Company's outside compensation consultants, the Compensation Committee of the Board of Directors of Southwestern Energy Company (the "Company") approved the annual base salaries, cash incentive compensation award levels and long-term incentive compensation awards for fiscal year 2011 of the Company's 2010 Named Executive Officers who are still employees of the Company.  

The following table sets forth the annual base salaries of the Company's Named Executive Officers as of January 1, 2010 and 2011, the long-term incentives granted to the Named Executive Officers for fiscal year 2011 and the target annual incentive award and the maximum total annual cash incentive award (i.e., assuming attainment of the maximum performance objectives and the maximum discretionary amount) as a percentage of base salary for 2011 for each Named Executive Officer under the Company's Incentive Compensation Plan.  The restricted stock and stock option awards were granted to the Named Executive Officers under the 2004 Stock Incentive Plan on December 9, 2010.  Each of the restricted stock awards vests ratably over a period of four years.  The exercise price of the stock options is $36.22, the closing price of the Company's common stock on December 8, 2010, and each of the option awards vests ratably over a period of three years.  The performance units were granted under the Company's 2002 Performance Unit Plan, with each unit vesting in three years and having a target value of $1,000.

 

 

 

 

  

 

 

 

 

2011 Long-Term Incentives

 

Incentive Compensation Plan

 

Salary

 

 

 

Restricted

 

Performance

 

2011

 

2011

 

2010

 

2011

 

Options

 

Stock

 

Units

 

Target

 

Max

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Steven L. Mueller

$720,000 

 

$800,000 

 

74,590 

 

38,530 

 

1,434 

 

175%

 

262.5%

President & Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Greg D. Kerley

$460,000 

 

$475,000 

 

27,760 

 

14,340 

 

533 

 

130%

 

195%

Executive Vice President & Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mark K. Boling

$385,000 

 

$400,000 

 

19,080 

 

9,860 

 

367 

 

125%

 

187.5%

Executive Vice President & General Counsel

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gene A. Hammons

$320,000 

 

$330,000 

 

5,900 

 

3,050 

 

340 

 

125%

 

187.5%

President - Midstream

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

On December 9, 2010, based upon the recommendation of the Nominating and Governance Committee, and with the approval of the Compensation Committee, the Board of Directors granted each of the Company’s non-employee directors (i) 4,550 non-qualified stock options, in accordance with the 2004 Stock Incentive Plan, and (ii) 2,350 shares of restricted stock in accordance with the 2004 Stock Incentive Plan.  Each of the restricted stock awards vests ratably over a period of four years.  The exercise price of the stock options is $36.22, the closing price of the Company's common stock on December 8, 2010, and each of the option awards vests ratably over a period of three years.  

 


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

Dated: December 15, 2010

 

By:

 

/s/ GREG D. KERLEY


   

Name:

 

Greg D. Kerley

   

Title:

 

Executive Vice President and

       

Chief Financial Officer