SWN Form 8-K

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): October 26, 2010

 


 

SOUTHWESTERN ENERGY COMPANY

(Exact name of registrant as specified in its charter)

 


 

Delaware

(State or other jurisdiction of incorporation)

 

1-08246   71-0205415
(Commission File Number)   (IRS Employer Identification No.)

 

2350 N. Sam Houston Pkwy. E., Suite 125,

Houston, Texas

  77032
(Address of principal executive offices)   (Zip Code)

 

(281) 618-4700

(Registrant's telephone number, including area code)

 

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:

 

       o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

 


Section 5 – Corporate Governance and Management.


Item 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.


On October 26, 2010, the Board of Directors of Southwestern Energy Company (the “Company”), based in part upon the recommendation of its Nominating and Governance Committee, approved the amendment and restatement of the Company’s Bylaws in order to revise certain provisions in Article II of the Bylaws relating to stockholder meetings.  The amendments effected by the adoption of the amended and restated Bylaws (the “Amended and Restated Bylaws”) are reflected in Section 2.3 Nature of Business at Meetings of Stockholders, Section 2.4 Nomination of Directors, Section 2.8 Quorum  and Section 2.9 Voting and include, among other things, the adoption of majority voting for directors in uncontested elections and changes to the Bylaws relating to advance notice and the requirements that must be met for a stockholder proposal to be voted on at an annual meeting.

 

The Amended and Restated Bylaws are filed as Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated herein by reference.  The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Bylaws.

 

Section 9 – Financial Statements and Exhibits.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits.


 3.1

  

 Amended and Restated Bylaws of Southwestern Energy Company Effective as of October 26, 2010



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

Dated: October 29, 2010

 

By:

 

/s/ GREG D. KERLEY


   

Name:

 

Greg D. Kerley

   

Title:

 

Executive Vice President and

       

Chief Financial Officer



EXHIBIT INDEX

 

Exhibit
Number

 

Description

3.1

 

Amended and Restated Bylaws of Southwestern Energy Company Effective as of October 26, 2010