sm-20240402

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )


Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:
o			Preliminary Proxy Statement
o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material under §240.14a-12



SM 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 all boxes that apply):
x			No fee required.
o			Fee paid previously with preliminary materials.
o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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2024 Proxy Statement



Notice of Annual Meeting of Stockholders May 23, 2024 Denver, Colorado

Dear Fellow SM Energy Stockholder,

On behalf of the Board of Directors, I am pleased to invite you to participate in SM Energy Company’s 2024 Annual Meeting of Stockholders. We will continue to host the annual meeting in a virtual format because it allows for expanded access, improved communications, and reduced costs to our stockholders as we minimize the impact to the environment.

2023: Increasing Capital Return While Delivering Excellent Financial Results and Operational Performance

During 2023, we remained committed to our strategic objectives of sustainably growing value for all stakeholders through operational execution, maintaining and expanding our portfolio quality and depth, and returning capital to our stockholders. We returned approximately $300 million to our stockholders during the year, which we accomplished through share repurchases and the payment of dividends in the amount of $0.60 per share. Additionally, in late 2023, we announced a 20 percent increase to our fixed dividend, to $0.72 annually, beginning in the first quarter of 2024. In total, our capital return program delivered an approximate seven percent yield to market capitalization as of year-end 2023.

In addition to our capital return program, our financial and operational execution resulted in a strengthened balance sheet that achieved net debt(1) below $1 billion, while at the same time growing the Company’s Midland Basin acreage position by nearly 30,000 net acres (37 percent increase), and achieving a Company-record level of estimated net proved reserves that represented an increase of 13 percent as compared with the prior year.

2024: Well Positioned to Build on our Successes

Looking forward into 2024, we intend to maintain focus on operational execution to deliver low breakeven and high return wells, continue to enhance our asset portfolio, and return capital to our stockholders. We believe that our geosciences, engineering and technology teams have a proven track record of consistently improving capital efficiencies, well performance and growing inventory.

Furthermore, building on our strong balance sheet, we expect to continue to return capital to our stockholders through our recently increased fixed dividend payments and our share repurchase program, under which approximately $215 million remained available for repurchases as of year-end 2023. We are well positioned as we enter the year and look forward to executing on our 2024 goals and strategy.

Stewardship and Safety

We believe that stewardship is a component of operational excellence, and safety is our top priority. During 2023, we demonstrated superior safety metrics, including a total recordable incident rate of 0.20 per 200,000 hours worked (a 38 percent improvement from 2022) and reported a spill rate that was a 45 percent improvement over 2022.

We continue to enhance our ESG-related disclosures through, among other efforts, ongoing participation in the CDP and TCFD disclosure frameworks. We are proud to report a Leadership level score of A- from CDP for participation in the

2023 Climate Change Questionnaire, a testament to our commitment to all aspects of being a premier operator. This score places SM Energy among leaders in the upstream energy space. ESG-related performance metrics continue to represent both quantitative and qualitative components of our compensation programs for all employees, and we set rigorous goals designed to incentivize employee performance in these areas.

Risk Oversight

Our Board is acutely focused on oversight of the risks that are most relevant to our business, including cyber and climate-related risks, and I invite you to review the Risk Oversight section of our Corporate Governance disclosures in the accompanying Proxy Statement for additional information.

Board Composition and Refreshment

The members of our Board of Directors are your elected representatives, and we seek to advance your long-term interests. We pursue this commitment, in part, through regular Board refreshment and by maintaining a diverse and broadly inclusive Board membership, with five of nine director nominees gender or ethnically diverse. In early 2024, we welcomed Mr. Bart Brookman to our Board and look forward to his insights and experience that will benefit our stockholders. Mr. Brookman is a seasoned executive in the upstream exploration and production industry, having served most recently as the President and Chief Executive Officer of PDC Energy.

We Ask for Your Support

Our purpose is to make people’s lives better by responsibly producing energy supplies, contributing to domestic energy security and prosperity, and having a positive impact on the communities where we live and work. We value your input and the trust that you have placed in us through your continued investment in SM Energy. Your vote is important to us. We ask for your continued support as we seek to deliver sustainable profitability in a manner that places the safety and well-being of our employees and others above all, while recognizing our obligations as a good steward of the environment and the energy resources we produce.


Sincerely, Julio M. Quintana Chairman of the Board

(1) Net Debt, a non-GAAP metric used by management and the investment community to assess the Company’s financial condition, is calculated as the total principal amount of outstanding senior notes plus amounts drawn, if any, on

the Company’s senior secured revolving credit facility, less cash and cash equivalents.

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To All Stockholders:

The 2024 Annual Meeting of Stockholders of SM Energy Company (the “Annual Meeting”) is to be conducted by live audio webcast on Thursday, May 23, 2024, at 3:30 p.m. Mountain Time. In order to attend the virtual Annual Meeting, stockholders must register at: http://www.viewproxy.com/sm-energy/2024/htype.asp.

The meeting is being convened to:

1.elect nine individuals to our Board of Directors to serve until the next annual meeting of our stockholders and until their respective successors are elected and qualified, or until their earlier resignation or removal;

2.hold an advisory vote to approve the compensation of our named executive officers;

3.ratify the appointment by our Audit Committee of Ernst & Young LLP as our independent registered public accounting firm for 2024; and

4.transact such other business that may properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof.

Our Board of Directors (the “Board”) is using this Proxy Statement to solicit proxies on our behalf for use at the Annual Meeting and has fixed the close of business on April 1, 2024, as the record date (the “Record Date”) for determining stockholders entitled to receive notice of, to participate in, and to vote at the Annual Meeting and at any adjournment(s) or postponement(s) thereof. We are furnishing our proxy materials, including this Proxy Statement, a proxy card or voting instruction card, and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, to the majority of our stockholders via the Internet. Accordingly, on or about April 4, 2024, a Notice of Internet Availability of Proxy Materials (the “Notice”) will be mailed by intermediaries to our stockholders as of the Record Date, containing instructions on how to access the proxy materials via the Internet or request proxy materials in printed form, and how to vote your shares.

You will be able to participate in the Annual Meeting from any location worldwide via live audio webcast, and electronically vote your shares and submit questions online. We have adopted this online format to expand access to the Annual Meeting, improve communications, and lower the cost to our stockholders, the Company and the environment. To participate in the virtual Annual Meeting, you must first register at http://www.viewproxy.com/sm-energy/2024/htype.asp by 11:59 p.m. (EDT) on May 22, 2024. You will need to enter your name, phone number, and email address, and you will then receive a meeting invitation by email containing your unique access link and password for joining the meeting. We recommend that you log in a few minutes before the Annual Meeting begins to ensure you are logged in when the meeting starts.

Participation in the Annual Meeting will be restricted to stockholders as of the Record Date who have registered by or before May 22, 2024, and our guests.

Your vote is important. Regardless of whether you plan to participate in the Annual Meeting, we encourage you to vote by using the Internet instructions provided in the Notice or the proxy card. If the Proxy Statement and a proxy card are mailed to you, please complete, sign, date, and return the proxy card in the enclosed envelope as soon as possible. Thank you for your support for the recommendations of our Board of Directors.


IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 23, 2024. The Notice of Annual Meeting of Stockholders, the Proxy Statement for the 2024 Annual Meeting of Stockholders, and the Form 10-K for the fiscal year ended December 31, 2023, are available at http://www.viewproxy.com/sm-energy/2024

By Order of the Board of Directors,

Andrew T. Fiske

Deputy General Counsel and Corporate Secretary

Denver, Colorado

April 4, 2024

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TABLE OF CONTENTS


PROXY STATEMENT SUMMARY	1	PROPOSAL 2—ADVISORY VOTE ON EXECUTIVE
		COMPENSATION	60
CORPORATE GOVERNANCE	8
Overview	8	DIRECTOR COMPENSATION	62
Board and Committee Independence	8	2023 Non-Employee Director Compensation	62
Board Leadership Structure	8	General	62
Stockholder Engagement	9
Corporate Responsibility and our Commitment to Sustainability	9	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Human Capital	10	AND MANAGEMENT	63
Board and Committee Meetings	11	Common Stock	63
Committee Functions	11	Section 16(a) Beneficial Ownership Reporting Compliance	64
Risk Oversight	13	Restricted Stock Units and Performance Share Units	64
Director Nominations and Qualifications	14
Communications with our Board	15	REPORT OF THE AUDIT COMMITTEE	65
		Audit Committee Pre-Approval Policy and Procedures	66
PROPOSAL 1—ELECTION OF DIRECTORS	16	2023 Annual Report	66
Director Nominee Core Competencies and Composition Highlights	17
Director Nominees	19	INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	67

INFORMATION ABOUT OUR EXECUTIVE OFFICERS	24	PROPOSAL 3—RATIFICATION OF THE APPOINTMENT OF
		ERNST & YOUNG LLP AS OUR INDEPENDENT
COMPENSATION DISCUSSION AND ANALYSIS	27

SEC Form DEF 14A filed by SM Energy Company