SM Energy (NYSE: SM) raises executive incentives and reports 2026 shareholder votes

Rhea-AI Filing Summary

SM Energy Company reported board and compensation actions alongside results of its annual stockholder meeting. The board amended and restated a Change of Control Executive Severance Agreement for President and CEO Elizabeth A. McDonald, detailing cash and benefit payments if her employment is terminated in connection with a change of control.

The board also increased long-term incentive targets, setting Ms. McDonald’s target at $5,800,000 (40% restricted stock units, 60% performance share units) and Executive Vice President and COO Blake D. McKenna’s target at $2,400,000 (50% restricted stock units, 50% performance share units). At the annual meeting, stockholders re-elected all incumbent directors by majority vote, gave non-binding approval to executive compensation, and ratified Deloitte & Touche LLP as independent auditor for 2026.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

CEO LTIP target: $5,800,000 COO LTIP target: $2,400,000 Say-on-pay votes for: 181,729,629 +4 more

7 metrics

CEO LTIP target $5,800,000 Long-term incentive plan target for Elizabeth A. McDonald

COO LTIP target $2,400,000 Long-term incentive plan target for Blake D. McKenna

Say-on-pay votes for 181,729,629 Votes in favor of executive compensation proposal

Say-on-pay votes against 9,041,702 Votes against executive compensation proposal

Auditor ratification votes for 215,183,397 Votes for Deloitte & Touche LLP as 2026 auditor

Director votes for McDonald 190,117,821 Votes for election of Elizabeth A. McDonald as director

Director votes for Brookman 181,905,425 Votes for election of Barton R. Brookman as director

Key Terms

Change of Control Executive Severance Agreement, restricted stock units, performance share units, non-binding advisory vote, +1 more

5 terms

Change of Control Executive Severance Agreement financial

"amended and restated the Change of Control Executive Severance Agreement for Elizabeth A. McDonald"

restricted stock units financial

"granted 40% in the form of restricted stock units and 60% in the form of performance share units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

performance share units financial

"granted 40% in the form of restricted stock units and 60% in the form of performance share units"

Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.

non-binding advisory vote financial

"stockholders approved, by a non-binding advisory vote, the proposal regarding the compensation"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

independent registered public accounting firm financial

"appointment by the Company’s Audit Committee of Deloitte & Touche LLP, as the Company’s independent registered public accounting firm for 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Understanding 8-K Material Events →

0000893538false00008935382026-05-212026-05-21

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)

May 21, 2026

SM Energy Company

(Exact name of registrant as specified in its charter)

Delaware			001-31539			41-0518430
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)
1700 Lincoln Street, Suite 3200						80203
Denver, Colorado						(Zip Code)
(Address of principal executive offices)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading symbol(s)			Name of each exchange on which registered
Common stock, $0.01 par value			SM			New York Stock Exchange

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 ☐

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. ☐

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

On May 21, 2026, the Compensation Committee of the Board of Directors of SM Energy Company (the “Company”) amended and restated the Change of Control Executive Severance Agreement for Elizabeth A. McDonald, the Company's President and Chief Executive Officer, effective as of January 30, 2026 (“Change of Control Agreement”). Pursuant to the Change of Control Agreement, Ms. McDonald is entitled to receive certain payments and benefits upon a qualifying termination of employment in connection with, or within two and one-half years following, a change of control of the Company, including a lump sum payment equal to the sum of (i) three times her then current base salary, (ii) three times her then current base salary multiplied by her target bonus percentage, (iii) her then current target bonus, pro-rated for the portion of the year in which the termination occurs, and (iv) twenty-four times the Company’s then current monthly contribution for medical, dental, and vision insurance on behalf of her and her family. The foregoing description of the Change of Control Agreement is qualified in its entirety by reference to the full text of the Change of Control Agreement, a copy of which is attached hereto as Exhibit 10.1.

In connection with the prior appointment of Elizabeth A. McDonald, the Company’s President and Chief Executive Officer, and Blake D. McKenna, the Company’s Executive Vice President and Chief Operating Officer, the Board approved and the Company disclosed, on January 20, 2026, the compensatory arrangements for Ms. McDonald and Mr. McKenna, including target values under the Company’s long-term incentive plan. On May 21, 2026, the Board increased (i) Ms. McDonald’s long-term incentive plan target to $5,800,000, which amount is granted 40% in the form of restricted stock units and 60% in the form of performance share units; and (ii) Mr. McKenna’s long-term incentive plan target to $2,400,000, which amount is granted 50% in the form of restricted stock units and 50% in the form of performance share units.

Item 5.07    Submission of Matters to a Vote of Security Holders.

On May 21, 2026, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders elected all of the incumbent directors that stood for reelection, and approved the two additional proposals described below. Each director was elected by a majority vote. The directors elected and the final vote tabulation for each director were as follows:

Director						For						Against						Abstain						Non-Votes
Barton R. Brookman						181,905,425						8,975,765						394,178						24,681,431
Morris R. Clark						190,232,507						640,712						402,150						24,681,430
Carrie M. Fox						189,498,630						1,395,871						380,870						24,681,428
Lloyd W. Helms, Jr.						190,288,834						594,145						392,392						24,681,428
Elizabeth A. McDonald						190,117,821						777,562						379,987						24,681,429
Ramiro G. Peru						189,469,778						1,410,775						394,816						24,681,430
Julio M. Quintana						170,281,740						20,600,130						393,499						24,681,430
Rose M. Robeson						184,528,251						6,366,531						380,588						24,681,429
Wouter T. Van Kempen						175,986,276						14,859,132						429,963						24,681,428
Ashwin Venkatraman						190,559,545						293,905						421,920						24,681,429
Howard A. Willard III						184,675,816						6,149,003						450,551						24,681,429

The Company’s stockholders approved, by a non-binding advisory vote, the proposal regarding the compensation of the Company’s named executive officers. The final vote tabulation for that proposal was as follows:

For			181,729,629
Against			9,041,702
Abstain			504,033
Non-Votes			24,681,435

The Company’s stockholders approved the proposal to ratify the appointment by the Company’s Audit Committee of Deloitte & Touche LLP, as the Company’s independent registered public accounting firm for 2026. The final vote tabulation for that proposal was as follows:

For			215,183,397
Against			325,601
Abstain			447,801

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number			Description
10.1			Amended and Restated Change of Control Executive Severance Agreement by and between SM Energy Company and Elizabeth A. McDonald, dated as of May 21, 2026
104			Cover Page Interactive Data File (formatted as Inline XBRL and included as Exhibit 101)

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.

									SM ENERGY COMPANY
Date:			May 22, 2026			By:			/s/ ANDREW T. FISKE
									Andrew T. Fiske
									Vice President - Legal and Assistant Corporate Secretary

FAQ

What executive compensation changes did SM (SM Energy Company) approve on May 21, 2026?

SM Energy’s board raised long-term incentive targets for top executives. CEO Elizabeth McDonald’s target increased to $5.8 million and COO Blake McKenna’s to $2.4 million, split between restricted stock units and performance share units at specified percentage allocations.

What is included in SM’s change of control agreement for CEO Elizabeth McDonald?

The amended Change of Control Executive Severance Agreement provides lump-sum payments if Ms. McDonald is terminated in connection with a change of control, including three times base salary, bonus-related amounts, a pro-rated target bonus, and 24 months of company medical, dental, and vision contribution equivalents.

Did SM Energy stockholders approve executive pay at the 2026 annual meeting?

Yes. Stockholders approved, on a non-binding advisory basis, the compensation of SM Energy’s named executive officers, with 181,729,629 votes for, 9,041,702 against, 504,033 abstentions, and 24,681,435 broker non-votes recorded in the final tabulation.

Which auditor did SM Energy stockholders ratify for 2026?

Stockholders ratified the appointment of Deloitte & Touche LLP as SM Energy’s independent registered public accounting firm for 2026, with 215,183,397 votes for, 325,601 against, and 447,801 abstentions recorded at the annual meeting vote.

Were all SM Energy directors re-elected at the 2026 annual meeting?

All incumbent directors standing for re-election at SM Energy’s 2026 annual meeting were elected by majority vote. Each nominee, including Elizabeth A. McDonald and other board members, received more votes cast for than against their election, with additional broker non-votes reported.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 81.1 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB