Form 8-K 5.24.2013


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)
May 24, 2013 (May 22, 2013)

SM Energy Company
(Exact name of registrant as specified in its charter)



Delaware
001-31539
41-0518430
(State or other jurisdiction
(Commission
(I.R.S. Employer
of incorporation)
File Number)
Identification No.)


1775 Sherman Street, Suite 1200, Denver, Colorado
(Address of principal executive offices)
80203
(Zip Code)


Registrant's telephone number, including area code: (303) 861-8140


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 (see General Instruction A.2.):

[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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






Item 5.07
Submission of Matters to a Vote of Security Holders.

On May 22, 2013, SM Energy Company (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company's stockholders elected all of the incumbent directors, and approved the four additional proposals described below. Each director was elected by a majority vote. The directors elected and the final vote tabulation for each director were as follows:
Director
For
Against
Abstain
Non-Votes
Barbara M. Baumann
55,726,530
212,753
80,752
4,202,320
Anthony J. Best
55,792,462
223,434
4,139
4,202,320
Larry W. Bickle
55,667,522
271,704
80,809
4,202,320
Stephen R. Brand
55,364,642
177,471
477,922
4,202,320
William J. Gardiner
55,678,102
262,134
79,799
4,202,320
Loren M. Leiker
55,440,548
101,561
477,926
4,202,320
Julio M. Quintana
55,778,417
238,348
3,270
4,202,320
John M. Seidl
55,085,338
852,874
81,823
4,202,320
William D. Sullivan
55,536,552
479,856
3,627
4,202,320
The Company's stockholders approved the proposal to ratify the appointment by the Company's Audit Committee of Ernst & Young LLP, as the Company's independent registered public accounting firm for 2013. The final vote tabulation for that proposal was as follows:
For
59,950,578
Against
206,652
Abstain
65,125
The Company's stockholders approved, by a non-binding advisory vote, the proposal regarding the compensation of the Company's named executive officers. The final vote tabulation for that proposal was as follows:
For
54,949,626
Against
349,275
Abstain
721,134
Non-Votes
4,202,320
The Company's stockholders approved the proposal regarding the amendment of the Company's Equity Incentive Plan. The final vote tabulation for that proposal was as follows:
For
41,390,223
Against
14,052,892
Abstain
576,920
Non-Votes
4,202,320




The Company's stockholders approved the proposal regarding the re-approval of the Company's cash bonus plan. The final vote tabulation for that proposal was as follows:
For
54,818,953
Against
720,206
Abstain
480,876
Non-Votes
4,202,320








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.


 
 
 
SM ENERGY COMPANY
 
 
 
 
Date:
May 23, 2013
By:
/s/ DAVID W. COPELAND
 
 
 
David W. Copeland
 
 
 
Executive Vice President, General Counsel and Corporate Secretary