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): December 4, 2017

SOUTHWESTERN ENERGY COMPANY

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-08246	71-0205415
(Commission File Number)	(IRS Employer Identification No.)

10000 Energy Drive Spring, Texas	77389
(Address of principal executive offices)	(Zip Code)

(832) 796-1000

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    o

Section 5 - Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 4, 2017, Southwestern Energy Company (the “Company”) announced that Clayton A. Carrell has been elected Executive Vice President and Chief Operating Officer of the Company, effective December 5, 2017.

Mr. Carrell, age 52, was Executive Vice President and Chief Operating Officer of EP Energy Corporation from August 2013 to November 2017, and Executive Vice President and Chief Operating Officer of its wholly owned, indirect subsidiary EP Energy LLC from May 2012 to November 2017. Prior to that time, Mr. Carrell worked at El Paso Corporation, Peoples Energy, Burlington Resources and ARCO Oil and Gas in various domestic and international engineering and management roles.

Mr. Carrell initially will have a base salary of $575,000 and a target bonus of 100% of base salary, prorated in 2017 for the period of his employment.  The value of his long-term incentive grant for 2018 will be $3,200,000.  The Company also will enter into change-in-control severance and indemnity agreements and provide him with benefits on the same terms as provided to other senior executives.  Otherwise, there are no material plans, contracts or other arrangements to which Mr. Carrell is a party or in which he will participate entered into in connection with his employment with, or election as an officer of, the Company. Mr. Carrell does not have any relationships requiring disclosure under Item 401(d) of Regulation S-K or any interests requiring disclosure under Item 404(a) of Regulation S-K.

Section 7 - Regulation FD 

Item 7.01 Regulation FD Disclosure.

On December 4, 2017, the Company issued a press release regarding Mr. Carrell’s election, a copy of which is furnished herewith as Exhibit 99.1.  The information in this Item 7.01 and in the press release is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of Section 18, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as set forth by specific reference in such filing.

Section 9 - Financial Statements and Exhibits 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release dated December 4, 2017.

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: December 4, 2017	By:	/s/ John C. Ale
	Name:	John C. Ale
	Title:	Senior Vice President, General Counsel and Secretary

EX-99

NEWS RELEASE  

SOUTHWESTERN ENERGY APPOINTS CLAYTON CARRELL

AS CHIEF OPERATING OFFICER

Houston, Texas, December 4, 2017 – Southwestern Energy Company (NYSE:SWN) today announced that, effective December 5, 2017, Clayton A. Carrell will join the company as its Executive Vice President and Chief Operating Officer, responsible for the Company’s operational and technical activities.

“We are excited to be adding another integral member of the leadership team as we execute our strategy and position the Company for the future,” said Bill Way, President and Chief Executive Officer of Southwestern Energy.  “Clay has vast operating and leadership experience from various engineering and management roles throughout his career.  He has a proven track record of delivering operational and technical excellence, and we are confident that he will further enhance Southwestern’s already leading operating capabilities.  We identified Clay during a thorough search process and are looking forward to working with him as we continue to deliver value to our shareholders.”

Mr. Carrell joins Southwestern Energy from EP Energy, where he served as Executive Vice President and Chief Operating Officer since 2012.  He joined El Paso Corporation in 2007, where he held various executive leadership roles and helped establish EP Energy as an independent company before being named Chief Operating Officer.  Previously, Mr. Carrell was Vice President, Engineering & Operations at Peoples Energy Production from February 2001 to March 2007. Prior to joining Peoples Energy Production, Mr. Carrell worked at Burlington Resources and ARCO Oil and Gas Company from May 1988 to February 2001.

“I am eager to join Southwestern Energy and to lead the operations across its high-quality asset base,” said Mr. Carrell.  “I look forward to working closely with Bill and the rest of the team to further deliver value for Southwestern Energy and its shareholders.”  

Mr. Carrell serves on the Industry Board of the Texas A&M Petroleum Engineering Department and is a member of the Society of Petroleum Engineers. Mr. Carrell is also a member of the Board of Trustees of the Center for Hearing and Speech in Houston, Texas.    

About Southwestern Energy

Southwestern Energy Company is an independent energy company whose wholly owned subsidiaries are engaged in natural gas and oil exploration, development and production, natural gas gathering and marketing. Additional information on the company can be found on the Internet at http://www.swn.com.

Investor Contact:

Michael Hancock

Vice President, Investor Relations

michael_hancock@swn.com

(832) 796-7367

Media Contact:

Jan Sieving

Director, Communications 

jan_sieving@swn.com

832-796-2733

Forward-Looking Statements

This news release contains forward-looking statements. Forward-looking statements relate to future events and anticipated results of operations, business strategies, and other aspects of our operations or operating results. In many cases you can identify forward-looking statements by terminology such as “anticipate,” “intend,” “plan,” “project,” “estimate,” “continue,” “potential,” “should,” “could,” “may,” “will,” “objective,” “guidance,” “outlook,” “effort,” “expect,” “believe,” “predict,” “budget,” “projection,” “goal,” “forecast,” “target” or similar words. Statements may be forward looking even in the absence of these particular words. Where, in any forward-looking statement, the Company expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, there can be no assurance that such expectation or belief will result or be achieved. The actual results of operations can and will be affected by a variety of risks and other matters including, but not limited to, changes in commodity prices; changes in expected levels of natural gas and oil reserves or production; operating hazards, drilling risks, unsuccessful exploratory activities; limited access to capital or significantly higher cost of capital related to illiquidity or uncertainty in the domestic or international financial markets; international monetary conditions; unexpected cost increases; potential liability for remedial actions under existing or future environmental regulations; potential liability resulting from pending or future litigation; and general domestic and international economic and political conditions; as well as changes in tax, environmental and other laws applicable to our business. Other factors that could cause actual results to differ materially from those described in the forward-looking statements include other economic, business, competitive and/or regulatory factors affecting our business generally as set forth in our filings with the Securities and Exchange Commission. Unless legally required, Southwestern Energy Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.