SM Energy Co 8-K

What Happened
SM Energy Company (SM) filed an 8-K describing board and executive changes tied to its previously announced merger agreement with Civitas Resources, Inc. (entered Nov. 2, 2025). On Jan. 20, 2026 four directors (Carla J. Bailo, Anita M. Powers, William D. Sullivan and Herbert S. Vogel) submitted resignations effective upon closing of the First Merger. The Board resolved that, as of the First Merger closing, the Board size will increase to 11 and six new directors will be appointed. In connection with the Second Merger closing, Elizabeth A. McDonald will become President & CEO and Blake D. McKenna will become Executive VP & COO; Herbert S. Vogel will cease to be CEO at that time. The changes are made under the terms of the Merger Agreement; resignations were not due to disagreements with the company.

Key Details

• Merger framework: Agreement and Plan of Merger dated Nov. 2, 2025 — First Merger (Merger Sub into Civitas) followed immediately by Second Merger (Civitas into SM).
• Board changes effective at First Merger close (appointed to serve until next annual meeting): Elizabeth A. McDonald (also later CEO), Morris R. Clark, Carrie M. Fox, Lloyd W. “Billy” Helms, Jr., Wouter van Kempen and Howard A. Willard III. Board expanded to 11 members.
• Executive appointments effective at Second Merger close: Elizabeth A. McDonald named President & CEO (base salary $900,000; STI target 120% of base; LTI target $5,300,000 — 40% RSUs / 60% PSUs). Blake D. McKenna named EVP & COO (base $550,000; STI target 100%; LTI target $2,200,000 — 50% RSUs / 50% PSUs).
• Board committee moves: Audit, Compensation and Governance & Sustainability committee rosters updated and Executive Committee dissolved; Ramiro G. Peru named Audit Chair; Howard A. Willard III Compensation Chair; Wouter van Kempen Governance & Sustainability Chair.

Why It Matters
These leadership and board changes are directly tied to the planned Civitas acquisition and will shape SM’s governance and management team going forward. Investors should note the timing: director appointments take effect at the First Merger close and CEO/COO changes at the Second Merger close. The disclosed pay and incentive targets for the incoming CEO and COO show how management will be compensated and aligned with performance after closing. The Mergers remain subject to closing conditions; SM has filed an S-4/Joint Proxy Statement and investors should review those materials once available for additional details and timing.