SM Energy Co 8-K

What Happened

• On January 27, 2026, SM Energy Company held a special stockholder meeting tied to its pending merger with Civitas Resources, Inc. under the previously announced Merger Agreement.
• Stockholders approved the issuance of SM Energy common stock to Civitas stockholders as contemplated by the merger and also approved an amendment increasing authorized SM Energy common shares from 200 million to 400 million.
• SM Energy and Civitas issued a joint press release on January 27, 2026 announcing the meeting results and the expected closing date; that release is furnished as Exhibit 99.1 to the Form 8‑K.

Key Details

• Meeting date: January 27, 2026.
• Vote on issuance of SM Energy shares to Civitas holders: For 86,811,927; Against 453,043; Abstain 361,226; Broker non‑votes 0.
• Vote to increase authorized common stock from 200,000,000 to 400,000,000: For 86,363,965; Against 896,440; Abstain 365,791; Broker non‑votes 0.
• Proxy materials were included in the joint Form S‑4 registration statement (File No. 333‑291956), declared effective December 19, 2025.

Why It Matters

• These approvals are required corporate steps for the merger to proceed: the issuance vote and the authorized‑shares increase enable the share exchange contemplated in the Merger Agreement.
• For investors, the approved authorization increase signals that SM Energy will issue a material number of new shares as part of the transaction, which will change share count and ownership proportions once the deal closes.
• The companies have publicly confirmed the vote results and provided an expected closing timeframe via a joint press release, indicating the transaction is moving toward completion subject to any remaining conditions.