Independent
Tenure on this board
2.3 yrs
11 nominees · 3 ballot items.
Elect 11 directors; advisory (non-binding) vote to approve named executive officer compensation (say-on-pay); and ratify Deloitte & Touche LLP as independent registered public accounting firm for 2026.
Elect the 11 director nominees named in the Proxy Statement to serve until the next annual meeting and until their successors are elected and qualified.
Non-binding, advisory vote to approve the compensation philosophy, policies and procedures and the compensation of the named executive officers as disclosed in this Proxy Statement.
This non-binding advisory proposal asks stockholders to approve the Company’s disclosed executive compensation framework and outcomes for named executive officers. Management seeks shareholder approval to reaffirm its pay philosophy, which emphasizes variable, performance-based compensation (short-term incentives and performance share units) to align executives’ incentives with long-term stockholder value, and includes features such as adjusted free cash flow and TSR metrics, sustainability components, clawback provisions, ownership guidelines, and capped payouts when absolute TSR is negative. The Compensation Committee points to a rigorous design and benchmarking process, retention and succession actions around the Civitas merger and CEO transition, and the Committee’s use of an independent consultant as reasons supporting the program. Notably, despite record operating cash flow and production in 2025 and a major merger closing in January 2026, TSR was negative for the year, which materially reduced certain STIP/LTIP multipliers and produced low PSU payouts for the 2022-2025 period; management emphasizes that pay outcomes are tied to multi-year performance and stockholder experience. The vote is advisory and non-binding, but management commits to consider the result when designing future programs; this places reputational pressure on the Board and Compensation Committee to respond to a negative vote. Key governance safeguards (no single-trigger change-of-control payments, clawbacks, independent compensation consultant, and equity ownership guidelines) are highlighted as mitigating investor concerns about misaligned incentives. Given the recent merger, CEO succession, and continued emphasis on returning capital and free cash flow discipline, management frames the program as calibrated to drive integration, cash generation, and long-term TSR improvement. A sophisticated evaluation should weigh the strong alignment of pay to cash flow and sustainability metrics against the low realized PSU payouts and the apparent sensitivity of the program to near-term TSR, particularly during transformational corporate events that may depress short-term stock performance despite operational progress.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as SM Energy’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.49% | 25,152,575 | $784M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.35% | 15,234,489 | $475M |
| 3 | CANADA PENSION PLAN INVESTMENT BOARD | 6.05% | 14,493,791 | $452M |
| 4 | STATE STREET CORP | 5.21% | 12,495,962 | $390M |
| 5 | ARISTEIA CAPITAL, L.L.C. | 4.52% | 10,841,846 | $338M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.40% | 10,537,773 | $329M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 3.97% | 9,523,035 | $297M |
| 8 | AMERICAN CENTURY COMPANIES INC | 3.72% | 8,923,624 | $278M |
| 9 | BlackRock, Inc. | 3.23% | 7,745,705 | $242M |
| 10 | DONALD SMITH CO., INC. | 3.01% | 7,208,899 | $225M |
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