Section 5 - Corporate Governance and Management 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 9, 2015, the Board of Directors (the "Board") of Southwestern Energy Company (the "Company") amended and restated the Company's Bylaws (as so amended and restated, the "Bylaws") to implement proxy access among other things.

The Company has engaged in discussions with stockholders about proxy access both before and after the Company’s 2015 annual meeting of stockholders, at which a non-binding stockholder proposal on proxy access received majority support.  Conversations since that vote have included representatives of large, long-term stockholders owning together more than 50% of the outstanding common stock as well as members of the Board’s Nominating and Governance Committee and management. These conversations have enabled the Company to gain valuable feedback regarding proxy access, including feedback as to the particular features that the Company’s stockholders view as appropriate to implement the right in a manner that best serves the interests of the Company and its long-term investors.

In general, new Section 2.18 of the Bylaws permits a stockholder, or a group of up to 20 stockholders (with funds having specified relationships constituting a single stockholder), owning 3% or more of the Company’s outstanding common stock continuously for at least three years to nominate and include in the Company’s proxy materials director candidates constituting up to 20% of the Board or two directors, whichever is greater, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in the Bylaws. Shares that have been loaned during any portion of the three-year holding period count as being owned as long as certain conditions for the recall of shares are met. The amendments to the Bylaws also change the time periods for submitting stockholder proposals or nominations for directors that will not be included in the Company’s proxy statement.