Form 8-K 1.15.14
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)
January 15, 2014 (January 10, 2014)
SM Energy Company
(Exact name of registrant as specified in its charter)
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Delaware | 001-31539 | 41-0518430 |
(State or other jurisdiction | (Commission | (I.R.S. Employer |
of incorporation) | File Number) | Identification No.) |
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On January 10, 2014, Barbara M. Baumann notified the Board of Directors of SM Energy Company (the “Company”) of her intention not to stand for reelection to the Board at the Company’s 2014 Annual Meeting of Stockholders. Ms. Baumann’s term of office as a director will expire at the 2014 Annual Meeting. Ms. Baumann has served as a director of the Company since 2002. Ms. Baumann’s decision not to stand for reelection is not as a result of any disagreement with the Company or the Board of Directors.
Item 7.01 Regulation FD Disclosure.
In accordance with General Instruction B.2. of Form 8-K, the following information, including Exhibit 99.1, 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 and Exhibit 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.
On January 14, 2014, SM Energy Company (the “Company”) issued a press release announcing that the Company has scheduled a teleconference on February 19, 2014 to discuss its earnings for the fourth quarter and full year of 2013 along with year-end 2013 proved reserves and certain other operational matters. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
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(d) | Exhibits. | The following exhibit is furnished as part of this report: |
| Exhibit 99.1 | Press release of SM Energy Company dated January 14, 2014, entitled “SM Energy Schedules Fourth Quarter and Full Year 2013 Earnings Conference Call” |
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.
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| | | SM ENERGY COMPANY |
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Date: | January 15, 2014 | By: | /s/ David W. Copeland |
| | | David W. Copeland |
| | | Executive Vice President, General Counsel and Corporate Secretary |