UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 8, 2020
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(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices)(Zip Code)
(832 ) 796-1000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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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:
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 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. ☐
SECTION 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
J. David Cecil, Executive Vice President, Corporate Development of Southwestern Energy Company (the “Company”), has resigned from all positions with the Company and its subsidiaries effective June 8, 2020, and plans to join an advisory-focused investment bank. Mr. Cecil will be entitled to salary and payment of accrued but unused vacation through the effective date of his resignation and to receipt of deferred compensation in accordance with the Company’s plan and his deferred compensation agreements. In accordance with the Company’s 2013 Incentive Plan, as amended, all his unvested long-term incentives will be forfeited. The Company has no other plans, contracts or arrangements with Mr. Cecil or his new employer.
SECTION 7 - Regulation FD
Item 7.01 Regulation FD Disclosure.
The corporate development and business development functions previously reporting to Mr. Cecil will now report to Julian Bott, Executive Vice President and Chief Financial Officer of the Company. Mr. Cecil’s departure does not reflect any change in the Company’s strategy, including its view that scale and consolidation are appropriate in its industry.
In accordance with General Instruction B.2. of Form 8-K, the information in this Item 7.01 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.
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 | |||||||||||
| Registrant | |||||||||||
| Dated: June 8, 2020 | By: | /s/ JOHN C. ALE | |||||||||
| Name: | John C. Ale | ||||||||||
Title: | Senior Vice President, General Counsel and Secretary | ||||||||||
