Short answer
SM Energy Co (SM) filed an 8-K current report with the SEC on May 22, 2026 reporting Item 5.02 (Departure/Election of Directors or Officers), Item 5.07 (Submission of Matters to a Vote of Security Holders). CEO Elizabeth McDonald’s change-of-control protection covers qualifying termination during or within 2.5 years after a change of control.
SM Energy Co 8-K event analysis
AI summary of each reported item and its exhibits
Item 5.02 · Departure/Election of Directors or Officers
- CEO Elizabeth McDonald’s change-of-control protection covers qualifying termination during or within 2.5 years after a change of control
- Severance includes 3× base salary, 3× salary multiplied by target bonus percentage, prorated target bonus, and 24 months of insurance contributions
- McDonald’s long-term incentive target increased to $5,800,000, split 40% restricted stock units and 60% performance share units
- COO Blake McKenna’s long-term incentive target increased to $2,400,000, split evenly between restricted stock units and performance share units
Item 5.07 · Submission of Matters to a Vote of Security Holders
- All 11 incumbent directors reelected by majority vote, preserving board continuity
- Julio M. Quintana and Wouter T. Van Kempen received highest opposition, with 20,600,130 and 14,859,132 against votes
- Executive compensation approved in non-binding advisory vote, with 181,729,629 for and 9,041,702 against
- Deloitte & Touche LLP ratified as 2026 independent auditor, with 215,183,397 for and 325,601 against
Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean
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