Business Context and Reporting Period
This Form 8-K, dated January 20, 2026, reports on corporate governance changes at SM Energy Company (SM) in connection with its previously announced merger with Civitas Resources, Inc. The filing details the departure of current directors and officers and the appointment of new leadership effective upon the closing of the merger transactions.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on personnel changes and merger-related governance.
Material Changes
Departure of Directors
Effective upon the closing of the First Merger, the following directors resigned: Carla J. Bailo, Anita M. Powers, William D. Sullivan, and Herbert S. Vogel. The resignations are not due to any disagreements regarding operations or policies.
Appointment of Directors
The Board size increased to 11 members. The following individuals were appointed as new directors effective upon the closing of the First Merger:
- Elizabeth A. McDonald
- Morris R. Clark
- Carrie M. Fox
- Lloyd W. "Billy" Helms, Jr.
- Wouter van Kempen
- Howard A. Willard III
Committee appointments were also made, including Ramiro G. Peru as Chairman of the Audit Committee, Howard A. Willard III as Chairman of the Compensation Committee, and Wouter van Kempen as Chairman of the Governance and Sustainability Committee. The Executive Committee was dissolved.
Appointment and Departure of Officers
Effective upon the closing of the Second Merger:
- Elizabeth A. McDonald was appointed President and Chief Executive Officer (CEO).
- Blake D. McKenna was appointed Executive Vice President and Chief Operating Officer (COO).
- Herbert S. Vogel will cease serving as CEO.
Compensation and Outlook
Executive Compensation
Compensation packages for the new officers were approved as follows:
| Officer | Base Salary | Short-Term Incentive Target | Long-Term Incentive Target |
|---|---|---|---|
| Elizabeth A. McDonald (CEO) | $900,000 | 120% of base salary | $5,300,000 (40% RSUs, 60% PSUs) |
| Blake D. McKenna (COO) | $550,000 | 100% of base salary | $2,200,000 (50% RSUs, 50% PSUs) |
Outlook and Risks
The filing includes forward-looking statements regarding the expectation that remaining conditions to the closing of the Mergers will be satisfied. The company notes that actual results may differ materially due to known and unknown risks, including those detailed in their Form 10-K and 10-Q filings. The communication is not an offer to sell securities.
Investor Verification Checklist
- Verify the closing status of the First and Second Mergers between SM Energy, Merger Sub, and Civitas Resources.
- Review the definitive Joint Proxy Statement/Prospectus (Form S-4) for detailed terms of the merger and voting requirements.
- Confirm the effective dates of the leadership transitions, which are contingent on the merger closings.
- Examine the background and qualifications of the new directors and officers, particularly Elizabeth A. McDonald and Blake D. McKenna.
- Check for any subsequent filings regarding the satisfaction of merger conditions or regulatory approvals.