UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
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 | |||
| þ | Definitive Additional Materials | |||
| ¨ | Soliciting Material under §240.14a-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): | ||||
| x | No fee required | |||
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 | |||
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| (2) | Aggregate number of securities to which transaction applies:
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| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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| (4) | Proposed maximum aggregate value of transaction:
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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. | |||
| (1) | Amount Previously Paid:
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| (2) | Form, Schedule or Registration Statement No.:
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2350 N. Sam Houston Parkway East, Suite 125
Houston, Texas 77032
IMPORTANT NOTICE REGARDING THE
AVAILABILITY OF PROXY MATERIALS
FOR THE SHAREHOLDER MEETING TO BE HELD ON
MAY 22, 2012
Under the Securities and Exchange Commission rules, the proxy materials that you receive by mail for the annual meeting are now available on the Internet. When you go online, you can view the proxy materials or cast your vote. The items to be voted on and location of the annual meeting are shown below. Your vote is important!
MEETING INFORMATION
| Meeting Type: | Annual Meeting | |||
| For holders as of: | March 30, 2012 | |||
| Date: | May 22, 2012 | |||
| Time: | 11:00 AM CDT | |||
| Location: | Hilton Houston North | |||
| (Greenspoint) Hotel | ||||
| 12400 Greenspoint Drive | ||||
| Houston, TX 77060 |
You are receiving this communication because you hold shares in Southwestern Energy Company.
This is not a ballot. You cannot use this notice to vote your shares. This communication presents only an overview of the more complete proxy materials that have been sent to you or are available to you on the Internet. You may view the Notice of 2012 Annual Meeting of Shareholders, Proxy Statement and Annual Report online at www.envisionreports.com/swn or easily request a paper or e-mail copy. There is no charge to you for requesting a copy. A request for an e-mail or a paper copy of the proxy materials must be received no later than May 10, 2012.
www.envisionreports.com/swn
Easy Online Access — A Convenient Way to View Proxy Materials and Vote! When you go online to view materials, you can also vote your shares.
| Step 1: | Go to www.envisionreports.com/swn to view the proxy statement, which contains details of the proposals to be voted on, and the annual report. | |||
| Step 2: | Click the “Vote” Section. | |||
| Step 3: | Follow the instructions on the screen to log in. | |||
| Step 4: | Make your selection as instructed on each screen to select delivery preferences and Vote. |
The proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations.
The Board of Directors recommends that you vote FOR the following:
| 1. | Election of Directors |
Nominees:
Lewis E. Epley, Jr.
Robert L. Howard
Catherine A. Kehr
Greg D. Kerley
Harold M. Korell
Vello A. Kuuskraa
Kenneth R. Mourton
Steven L. Mueller
Charles E. Scharlau
Alan H. Stevens
| 2. | Proposal to ratify independent registered public accounting firm for 2012. |
| 3. | Advisory vote to approve our executive compensation. |
The Board of Directors recommends that you vote AGAINST the following proposal:
| 4. | Stockholder proposal for an executive equity retention policy. |
Directions:
Local Directions to Hilton Houston North
Traveling on I-45 North or South: Take the Greens Road exit and go East on Greens Road to Greenspoint Drive. (2nd Stop light) Traveling East or West on Beltway 8 also known as Sam Houston Parkway, take the Greenspoint Drive exit and head North on Greenspoint Drive approximately 2 blocks to the hotel on the right.
From Houston Intercontinental Airport
Take Airport exit to Beltway 8. Take right on the west service road and merge onto entrance. Go to the Greenspoint Drive exit and turn right on Greenspoint Drive. Go .25 miles and the hotel will be on your right.
From William P. Hobby Airport
Take exit to Broadway to I-45 North. Exit Greens Road. Go right on Greens Road to Greenspoint Drive (2nd stop light) and take a right. Hotel is one block down on the left.
*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on May 22, 2012
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SOUTHWESTERN ENERGY COMPANY |
Meeting Information
Meeting Type: Annual Meeting
For holders as of: March 30, 2012
Date: May 22, 2012 Time: 11:00 AM CDT
Location: Hilton Houston North (Greenspoint) Hotel 12400 Greenspoint Drive Houston, Texas 77060
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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.
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Return Address Line 1 Return Address Line 2 Return Address Line 3 51 MERCEDES WAY EDGEWOOD NY 11717
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Investor Address Line 1 Investor Address Line 2 Investor Address Line 3 Investor Address Line 4 Investor Address Line 5 John Sample 1234 ANYWHERE STREET ANY CITY, ON A1A 1A1 |
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See the reverse side of this notice to obtain proxy materials and voting instructions. | |||||||||||||
| Broadridge Internal Use Only
Job # Envelope # Sequence # # of # Sequence # | ||||||||||||||
0000138303_1 R1.0.0.11699
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Before You Vote |
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How to Access the Proxy Materials
| Proxy Materials Available to VIEW or RECEIVE: | ||||
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1. Annual Report 2. Notice & Proxy Statement
How to View Online:
Have the information that is printed in the box marked by the arrow
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
Requests, instructions and other inquiries sent to the this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 08, 2012 to facilitate timely delivery.
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(located on the following page) and visit: www.proxyvote.com.|
How To Vote |
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Please Choose One of the Following Voting Methods
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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. |
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| 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
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| Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form. |
Internal Use Only
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0000138303_2 R1.0.0.11699
| Voting items |
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| The Board of Directors recommends you vote FOR the following proposal(s): | ||||||||||
| 1. Election of Directors Nominees |
The Board of Directors recommends you vote AGAINST the following proposal(s): | |||||||||
| 01 Lewis E. Epley, Jr.
02 Robert L. Howard
03 Catherine A. Kehr
04 Greg D. Kerley
05 Harold M. Korell
06 Vello A. Kuuskraa
07 Kenneth R. Mourton
08 Steven L. Mueller
09 Charles E. Scharlau
10 Alan H. Stevens |
4 Stockholder proposal for an executive equity retention policy. |
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| The Board of Directors recommends you vote FOR the following proposal(s): | ||||||||||
| 2 Proposal to ratify independent registered public accounting firm for 2012. |
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| 3 Advisory vote to approve our executive compensation. |
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0000138303_3 R1.0.0.11699
| Voting items Continued |
Reserved for Broadridge Internal Control Information
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NOTE: Such other business as may properly come before the meeting or any adjournment thereof. |
| Voting Instructions |
| THIS SPACE RESERVED FOR LANGUAGE PERTAINING TO | ||
| BANKS AND BROKERS | ||
| AS REQUIRED BY THE NEW YORK STOCK EXCHANGE | ||
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Broadridge Internal Use Only
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| THIS SPACE RESERVED FOR SIGNATURES IF APPLICABLE |
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0000138303_4 R1.0.0.11699