Form 8-K/A for SOUTHWESTERN ENERGY CO
29-Jan-2016
Change in Directors or Principal Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported on the Current Report on Form 8-K (the "Form 8-K") filed by Southwestern Energy Company (the "Company") on January 6, 2016, the Board of Directors (the "Board") of the Company promoted Mr. William J. Way to Chief Executive Officer of the Company, effective as of January 6, 2016; Mr. Way retained his title as President. The Company is filing this amendment to the Form 8-K to report that, on January 26, 2016, the Compensation Committee of the Board recommended, and the independent members of the Board approved, (1) an increase in Mr. Way's annual salary to $800,000, retroactive to the date of his promotion to CEO, (2) setting his annual cash incentive bonus target at 126% of his annual salary, and (3) additional grants under the Southwestern Energy Company 2013 Incentive Plan (the "2013 Plan") of (a) options to purchase 155,280 shares of common stock of the Company at the closing price on January 26, 2016, vesting ratably over three years from the date of grant, (b) 58,140 shares of restricted stock of the Company, vesting ratably over four years from the date of grant, and (c) 116,280 performance units designed to be paid in Company common stock based on Company performance over the three-year period from January 1, 2016, through December 31, 2018.
The description of the terms of Mr. Way's awards is qualified in its entirety by reference to the full text of the 2013 Plan, 2013 Plan Form of Incentive Stock Option Award Agreement, 2013 Plan Form of Restricted Stock Award Agreement, and 2013 Plan Guidelines for Performance Unit Awards, copies of which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, each of which is incorporated by reference herein.