SM ENERGY (SM)
Sector: Energy
2026 Annual Meeting Analysis
SM ENERGY · Meeting: May 21, 2026
Directors FOR
7
Directors AGAINST
4
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of the 11 directors named in this Proxy Statement
Against Analysis
Brookman joined the board in February 2024, giving him more than 24 months of tenure by the meeting date, and SM's stock has fallen roughly 31 percentage points behind peer companies over three years, which exceeds the policy trigger; however, his tenure only partially overlaps the underperformance period, which is noted as mitigating context, but the 5-year gap of -65.6pp also exceeds the applicable threshold so no mitigant applies.
Peru has served on the board since 2014, meaning he was fully present during the three-year period in which SM's stock trailed its peer group by over 30 percentage points; the 5-year check does not rescue the vote because the 5-year gap of -65.6pp also exceeds the applicable 20pp threshold, confirming this is not a recent blip but a sustained pattern of underperformance relative to peers.
Quintana has served on the board since 2006 and as Chairman since 2023, giving him the longest tenure and highest accountability for the period in which SM's stock underperformed its peer group by over 30 percentage points over three years; the 5-year gap of -65.6pp also exceeds the threshold, so the underperformance is not a recent anomaly and no mitigant applies.
Robeson has served on the board since 2014, giving her full overlap with the three-year underperformance period; the 5-year check shows the same pattern with a -65.6pp gap, confirming sustained underperformance relative to peers, so no mitigant applies and the AGAINST vote stands.
For Analysis
Clark joined the board on January 30, 2026, which is less than 24 months before the May 2026 meeting, so he is exempt from the TSR trigger under the new-director exemption; no other policy concerns apply.
Fox joined the board on January 30, 2026, less than 24 months before the meeting, so she is exempt from the TSR trigger; no other policy concerns apply.
Helms joined the board on January 30, 2026, less than 24 months before the meeting, so he is exempt from the TSR trigger; no other policy concerns apply.
McDonald joined the board on January 30, 2026, less than 24 months before the meeting, so she is exempt from the TSR trigger; as the newly appointed CEO her compensation is evaluated separately under Say on Pay and no director-level policy concerns apply.
Venkatraman joined the board in November 2024, which is less than 24 months before the May 2026 meeting, so he is exempt from the TSR trigger under the new-director exemption; no other policy concerns apply.
Van Kempen joined the board on January 30, 2026, less than 24 months before the meeting, so he is exempt from the TSR trigger; no other policy concerns apply.
Willard joined the board on January 30, 2026, less than 24 months before the meeting, so he is exempt from the TSR trigger; no other policy concerns apply.
Of the 11 director nominees, 4 long-tenured directors (Brookman, Peru, Quintana, and Robeson) receive AGAINST votes because SM's stock has underperformed its disclosed compensation peer group by approximately 30.5 percentage points over three years, exceeding the 20-percentage-point trigger that applies when absolute three-year returns are negative; the 5-year check confirms the underperformance is not a temporary blip for the three who have served since 2014. The six directors who joined the board in January or late 2024 are exempt as new directors within the 24-month window, and McDonald is separately the new CEO.
Say on Pay
✓ FORCEO
Elizabeth A. McDonald
Total Comp
$4,475,172
Prior Support
93%%
The CEO's total reported compensation of approximately $4.5 million is modest for a mid-cap energy company CEO and well within expected ranges for a newly appointed CEO at a $7 billion oil and gas producer, so the pay level check passes. The compensation structure is appropriately weighted toward variable pay — the proxy states 88% of the former CEO's target pay and approximately 80% of other executives' pay was performance-linked — and the long-term equity program uses meaningful performance conditions including absolute and relative total shareholder return hurdles that actually resulted in a below-target payout of 0.28x for the most recently completed three-year period, demonstrating the plan does constrain payouts when performance disappoints. Prior year say-on-pay support was 93%, well above the 70% threshold that would require action, and no governance red flags such as missing clawback policies or excessive fixed pay are present.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The auditor fee table provided in the filing text did not contain parseable dollar amounts for audit fees and non-audit fees, so the non-audit fee ratio test cannot be calculated; per policy, the trigger requires confirmed data and the default is FOR in the absence of confirmed figures. Deloitte & Touche is a Big 4 firm appropriate for a company of SM Energy's $7.1 billion market cap, and no restatement concerns are noted in the filing.
Actual Vote Results
Meeting held May 21, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Ashwin Venkatraman | 99.8% | 190.6M | 293,905 | ✓ Elected |
| Lloyd W. Helms, Jr. | 99.7% | 190.3M | 594,145 | ✓ Elected |
| Morris R. Clark | 99.7% | 190.2M | 640,712 | ✓ Elected |
| Elizabeth A. McDonald | 99.6% | 190.1M | 777,562 | ✓ Elected |
| Carrie M. Fox | 99.3% | 189.5M | 1.4M | ✓ Elected |
| Ramiro G. Peru | 99.3% | 189.5M | 1.4M | ✓ Elected |
| Howard A. Willard III | 96.8% | 184.7M | 6.1M | ✓ Elected |
| Rose M. Robeson | 96.7% | 184.5M | 6.4M | ✓ Elected |
| Barton R. Brookman | 95.3% | 181.9M | 9.0M | ✓ Elected |
| Wouter T. Van Kempen | 92.2% | 176.0M | 14.9M | ✓ Elected |
| Julio M. Quintana | 89.2% | 170.3M | 20.6M | ✓ Elected |
Say on Pay
For 181.7M · Against 9.0M · Abstain 504,033
Auditor Ratification
For 215.2M · Against 325,601 · Abstain 447,801
Overall Assessment
SM Energy's 2026 annual meeting ballot contains three standard proposals: director elections, Say on Pay, and auditor ratification. Four long-tenured directors receive AGAINST votes due to sustained stock underperformance relative to disclosed peers, while Say on Pay and auditor ratification both receive FOR votes based on an appropriately structured, performance-weighted compensation program and a Big 4 auditor engagement.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing