SM Energy Co. Files Definitive Proxy Statement (DEF 14A)

Ticker: SM · Form: DEF 14A · Filed: Apr 4, 2024 · CIK: 893538

Sm Energy Co DEF 14A Filing Summary
FieldDetail
CompanySm Energy Co (SM)
Form TypeDEF 14A
Filed DateApr 4, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$300 million, $0.60, $0.72, $1 b, $215 million
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, SM Energy, Corporate Governance, Executive Compensation

TL;DR

<b>SM Energy Co. filed its Definitive Proxy Statement for the fiscal year ending December 31, 2023.</b>

AI Summary

SM Energy Co (SM) filed a Proxy Statement (DEF 14A) with the SEC on April 4, 2024. SM Energy Co. filed a Definitive Proxy Statement (DEF 14A) on April 4, 2024. The filing covers the fiscal year ending December 31, 2023. The company's principal business is Crude Petroleum & Natural Gas extraction. SM Energy Co. is incorporated in Delaware. The company's business address is 1700 Lincoln Street, Suite 3200, Denver, CO 80203.

Why It Matters

For investors and stakeholders tracking SM Energy Co, this filing contains several important signals. This DEF 14A filing provides detailed information about the company's governance, executive compensation, and matters to be voted on at shareholder meetings. Investors can use this document to understand executive pay structures and make informed voting decisions, impacting corporate strategy and shareholder value.

Risk Assessment

Risk Level: low — SM Energy Co shows low risk based on this filing. The filing is a routine DEF 14A, indicating standard corporate disclosure rather than immediate financial distress or significant new risks.

Analyst Insight

Review the executive compensation details and any proposed shareholder resolutions to assess potential impacts on company strategy and shareholder returns.

Key Numbers

  • 2023-12-31 — Fiscal Year End (Reporting Period)
  • 2024-04-04 — Filing Date (Date Filed)
  • 1311 — SIC Code (Industry Classification)
  • DE — State of Incorporation (Legal Structure)

Key Players & Entities

  • SM Energy Co (company) — Filer
  • DEF 14A (document) — Filing Type
  • 2023-12-31 (date) — Fiscal Year End
  • 2024-04-04 (date) — Filing Date
  • Crude Petroleum & Natural Gas (industry) — Standard Industrial Classification
  • DE (location) — State of Incorporation
  • 1700 Lincoln Street, Suite 3200, Denver, CO 80203 (address) — Business Address
  • ST MARY LAND & EXPLORATION CO (company) — Former Company Name

FAQ

When did SM Energy Co file this DEF 14A?

SM Energy Co filed this Proxy Statement (DEF 14A) with the SEC on April 4, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by SM Energy Co (SM).

Where can I read the original DEF 14A filing from SM Energy Co?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by SM Energy Co.

What are the key takeaways from SM Energy Co's DEF 14A?

SM Energy Co filed this DEF 14A on April 4, 2024. Key takeaways: SM Energy Co. filed a Definitive Proxy Statement (DEF 14A) on April 4, 2024.. The filing covers the fiscal year ending December 31, 2023.. The company's principal business is Crude Petroleum & Natural Gas extraction..

Is SM Energy Co a risky investment based on this filing?

Based on this DEF 14A, SM Energy Co presents a relatively low-risk profile. The filing is a routine DEF 14A, indicating standard corporate disclosure rather than immediate financial distress or significant new risks.

What should investors do after reading SM Energy Co's DEF 14A?

Review the executive compensation details and any proposed shareholder resolutions to assess potential impacts on company strategy and shareholder returns. The overall sentiment from this filing is neutral.

How does SM Energy Co compare to its industry peers?

SM Energy Co. operates in the Crude Petroleum & Natural Gas industry, focusing on exploration and production.

Are there regulatory concerns for SM Energy Co?

The filing is a standard DEF 14A under the Securities Exchange Act of 1934, requiring public companies to provide detailed information to shareholders.

Industry Context

SM Energy Co. operates in the Crude Petroleum & Natural Gas industry, focusing on exploration and production.

Regulatory Implications

The filing is a standard DEF 14A under the Securities Exchange Act of 1934, requiring public companies to provide detailed information to shareholders.

What Investors Should Do

  1. Analyze executive compensation packages disclosed in the DEF 14A.
  2. Review any proposals or resolutions presented for shareholder vote.
  3. Assess the company's stated business objectives and strategic direction outlined in the filing.

Key Dates

  • 2024-04-04: Filing Date — Submission of Definitive Proxy Statement (DEF 14A)
  • 2023-12-31: Fiscal Year End — Period covered by the proxy statement

Year-Over-Year Comparison

This is the initial DEF 14A filing for the fiscal year 2023, following previous filings for earlier periods.

Filing Stats: 4,411 words · 18 min read · ~15 pages · Grade level 16.2 · Accepted 2024-04-04 16:30:05

Key Financial Figures

  • $300 million — stockholders. We returned approximately $300 million to our stockholders during the year, wh
  • $0.60 — e payment of dividends in the amount of $0.60 per share. Additionally, in late 2023,
  • $0.72 — cent increase to our fixed dividend, to $0.72 annually, beginning in the first quarte
  • $1 b — sheet that achieved net debt (1) below $1 billion, while at the same time growing t
  • $215 million — hase program, under which approximately $215 million remained available for repurchases as o
  • $500 million — that authorized the repurchase of up to $500 million in aggregate value of our common stock
  • $228.0 m — of our common stock for a total cost of $228.0 million, and we paid dividends of $0.60 p
  • $0.16 — er share, an increase from dividends of $0.16 per share paid in 2022. Inclusive of th
  • $0.18 — e annually, to be paid in increments of $0.18 per quarter, beginning in the first qua

Filing Documents

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS Human Capital 10 AND MANAGEMENT 63 Board and Committee Meetings 11 Common Stock 63 Committee Functions 11 Section 16(a) Beneficial Ownership Reporting Compliance 64 Risk Oversight 13 Restricted Stock Units and Performance Share Units 64 Director Nominations and Qualifications 14 Communications with our Board 15 REPORT OF THE AUDIT COMMITTEE 65 Audit Committee Pre-Approval Policy and Procedures 66 PROPOSAL 1—ELECTION OF DIRECTORS 16 2023 Annual Report 66 Director Nominee Core Competencies and Composition Highlights 17 Director Nominees 19 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 67 INFORMATION ABOUT OUR EXECUTIVE OFFICERS 24 PROPOSAL 3—RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT COMPENSATION DISCUSSION AND ANALYSIS 27 REGISTERED PUBLIC ACCOUNTING FIRM 67 Section 1— P reliminary Note About This Year's Summary Compensation T able 27 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 69 Section 2 —A ligning Strategy with Stockholder Value Creation: Policies and Procedures on Transactions with Related Persons 69 Our Compensation Philosophy and Objectives 28 Transactions with Related Persons 69 Section 3 — 2 023 Business Highlights and Continuation of Our Compensation Committee Interlocks and Insider Participation 69 Capital Return Program 30 Section 4 —Competitive Positioning: Selection and Purpose of VOTING, ATTENDANCE, AND OTHER MATTERS 70 Our Comparative Peer Group 31 Who Can Vote 70 Section 5 — Primary Elements of 2023 Compensation and Quorum 70

Executive Compensation Results

Executive Compensation Results 32 How to Vote 70 Section 6— Compensation Determination Process 41 Differences Between Stockholders of Record and Street Name Section 7 — Other Compensation Matters 43 Holders 70 Compensation Committee Report 45 Participating in the Virtual Annual Meeting 71 Annual Meeting Webcast 71

EXECUTIVE COMPENSATION TABLES

EXECUTIVE COMPENSATION TABLES 47 Submitting Questions at the Annual Meeting 71 S ummary Compensation Table 47 If the Virtual Annual Meeting Experiences Technical Difficulties 71 Grants of Plan-Based Awards in 202 3 48 Voting Requirements; Vote Treatment 71 CEO Pay Ratio 49 Stockholders Sharing the Same Address 72 Outstanding Equity Awards at 202 3 Year-End 51 Revoking a Proxy 73 202 3 Stock Vested 52 Payment of Proxy Solicitation Costs 73 Pension Benefits 52 Stockholder Proposals for the 2025 Annual Meeting Non-Qualified Deferred Compensation for 202 3 53 of Stockholders 73 Potential Payments Upon Termination or Change of Control 53 Other Available Information 74 Equity Compensation Plans 56 Pay Versus Performance 57 (This page has been left blank intentionally.) PROXY STATEMENT SUMMARY This Proxy Statement Summary highlights important information presented throughout this 2024 Proxy Statement (this "Proxy Statement") and is intended to assist you in evaluating the matters to be voted on at the Annual Meeting. This summary does not contain all of the information you should consider, and we encourage you to read this Proxy Statement in its entirety, as well as our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the "2023 Annual Report"), prior to voting. Annual Meeting Information DATE & TIME PLACE RECORD DATE VOTING Thursday, May 23, 2024 3:30 p.m. Mountain Time Via the Internet Stockholders must register at http://www.viewproxy.com/sm-energy/2024/htype.asp by 11:59 p.m. (EDT) on May 22, 2024 April 1, 2024 Stockholders of record at the close of business on the Record Date may vote their shares at the Annual Meeting Proposals and Voting Recommendations Voting Recommendation Page Proposal 1: Election of the nine directors named in this Proxy Statement. FOR each nominee 16 Proposal 2: Advisory vote to approve the executive compensation of our named executive officers. FOR 6

Executive Compensation Philosophy and Design

Executive Compensation Philosophy and Design Our executive compensation program is designed to align executive pay with the Company's financial, operational and environmental, social and governance ("ESG") performance, and to incentivize the creation of positive stockholder returns throughout industry cycles. Total compensation opportunities for our NEOs are weighted heavily toward variable, performance-based awards. The primary elements of our executive compensation program include a fixed base salary targeted at the median of our comparative peer group, an annual cash incentive opportunity linked to achievement of individual and corporate performance, and a long-term equity-based compensation opportunity allocated between restricted stock units ("RSUs"), vesting ratably over a three-year period, and performance share units ("PSUs") tied to Company performance against our peer group and 3 other established corporate goals over a three-year period. The following table depicts the components of our 2023 compensation program: Compensation Element Duration Description Purpose FIXED Base Salary (cash) Short-term (annual) Fixed compensation based on position, experience, and expertise; generally targeted at median of peer group. Attract and retain qualified employees; provide a level of fixed pay based on skills, competencies, experience, and individual performance. AT-RISK Annual Cash Bonus Short-term (annual) Annual cash incentive opportunity dependent upon individual and corporate performance in key financial, operational, and ESG-based metrics. Drive superior annual performance; incentivize achievement of financial, operational, and ESG-based goals aligned with the Company's annual business plan. Aligns payout with stockholder outcomes through modifiers that increase/decrease payout based on absolute total shareholder return ("TSR") and adjusted free cash flow generation. Restricted Stock Units Long-term (3-year) Time-based restricted equity that ve

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