UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section
14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
| ☑ | Filed by the Registrant | ☐ | Filed by a Party other than the Registrant |
| CHECK THE APPROPRIATE BOX: | ||
| ☐ | Preliminary Proxy Statement | |
| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ☐ | Definitive Proxy Statement | |
| ☑ | Definitive Additional Materials | |
| ☐ | Soliciting Material Under Rule 14a-12 | |
SOUTHWESTERN ENERGY COMPANY
(Name of Registrant as Specified In Its
Charter)
(Name of Person(s) Filing Proxy
Statement, if Other Than the Registrant)
| PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX): | |||
| ☑ | No fee required. | ||
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | ||
| 1) Title of each class of securities to which transaction applies: | |||
| 2) Aggregate number of securities to which transaction applies: | |||
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| ☐ | Fee paid previously with preliminary materials: | ||
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. | ||
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*** Exercise
Your Right
to Vote ***
Important Notice Regarding the Availability of Proxy Materials for
the
Shareholder Meeting to Be Held on May 23, 2017
SOUTHWESTERN ENERGY
COMPANY
You are receiving this communication because you hold shares in the above named company.
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the proxy materials before voting.
| See the reverse side of this notice to obtain proxy materials and voting instructions. |
How to Access the Proxy Materials
| Proxy Materials Available to VIEW or RECEIVE: | |||||
| 1. Annual Report 2. Notice & Proxy Statement | |||||
| How to View Online: | |||||
| Have the information that is printed in the box marked by the arrow → XXXX XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com. | |||||
| How to Request and Receive a PAPER or E-MAIL Copy: | |||||
| If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: | |||||
| 1) BY INTERNET: | www.proxyvote.com | ||||
| 2) BY TELEPHONE: | 1-800-579-1639 | ||||
| 3) BY E-MAIL*: | sendmaterial@proxyvote.com | ||||
| * If requesting
materials by e-mail, please send a blank e-mail with the information that
is printed in the box marked by the arrow → XXXX XXXX XXXX XXXX (located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 09, 2017 to facilitate timely delivery. |
|||||
— How To Vote
—
Please Choose One of the Following Voting
Methods
| Vote In Person: If you choose to vote these shares in person at the meeting, you must request a "legal proxy." To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. | |||
| Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow → XXXX XXXX XXXX XXXX available and follow the instructions. | |||
| Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form. | |||
| Voting items |
| 1. | Election of Directors | |
| Nominees | ||
| 1A | John D. Gass | |
| 1B | Catherine A. Kehr | |
| 1C | Greg D. Kerley | |
| 1D | Jon A. Marshall | |
| 1E | Elliott Pew | |
| 1F | Terry W. Rathert | |
| 1G | Alan H. Stevens | |
| 1H | William J. Way | |
The Board of Directors recommends you vote FOR the following proposal(s):
| 2 | Advisory vote to approve named executive officer compensation. |
| The Board of Directors recommends you vote 1 YEAR on the following proposal: | ||
| 3 | Advisory vote to approve the frequency of future Say-on-Pay votes. | |
| The Board of Directors recommends you vote FOR the following proposal(s): | ||
| 4 | Proposal to approve an amendment to the Southwestern Energy Company 2013 Incentive Plan to increase the number of shares authorized for issuance. | |
| 5 | Proposal to ratify the appointment of PricewaterhouseCoopers LLP to serve as the Company's independent registered public accounting firm for 2017. | |
| Voting items Continued |
| The Board of Directors recommends you vote AGAINST the following proposal(s): | ||
| 6 | Advisory vote on a stockholder proposal regarding voting standards. | |
|
NOTE: To vote upon such other business as may properly come before the meeting or any adjournments thereof. |
| Voting Instructions |