8-K
RANGE RESOURCES CORP (RRC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 12, 2021 (May 12, 2021)
RANGE RESOURCES CORPORATION
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-12209 | 34-1312571 |
|---|---|---|
| (State or Other Jurisdiction<br><br><br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br><br>Identification No.) |
| 100 Throckmorton Street, Suite 1200<br><br><br>Fort Worth, Texas | 76102 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (817) 870-2601
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br><br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 par value | RRC | New York Stock Exchange |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders of the Company was held by telephone on Wednesday, May 12, 2021 at 8:00 a.m. Central Time. As of March 26, 2021, the record date for the Annual Meeting, there were 259,586,435 shares of common stock issued and outstanding. A quorum of 228,462,276 shares of common stock was present or represented at the Annual Meeting.
The matters submitted to a vote of security holders at the Annual Meeting were as follows:
| 1. | Stockholders elected each of the Company’s seven nominees for director to serve a term of one year to expire at the 2022 Annual Meeting or until their successors are duly elected and qualified, as set forth below: | |||
|---|---|---|---|---|
| Name | Votes For | Votes Against | Abstentions | Broker Non-Votes |
| --- | --- | --- | --- | --- |
| Brenda A. Cline | 196,530,367 | 8,951,879 | 1,123,403 | 21,856,627 |
| Margaret K. Dorman | 189,885,460 | 15,593,778 | 1,126,411 | 21,856,627 |
| James M. Funk | 195,251,315 | 10,222,615 | 1,131,719 | 21,856,627 |
| Steve D. Gray | 203,430,894 | 2,044,416 | 1,130,339 | 21,856,627 |
| Greg G. Maxwell | 172,377,708 | 33,059,734 | 1,168,207 | 21,856,627 |
| Steffen E. Palko | 202,944,193 | 2,532,055 | 1,129,401 | 21,856,627 |
| Jeffrey L. Ventura | 204,547,883 | 906,592 | 1,151,174 | 21,856,627 |
| 2. | Stockholders approved, on an advisory basis, the compensation philosophy, policies and procedures of the Named Executive Officers, as set forth below: | |||
| --- | --- | |||
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |
| --- | --- | --- | --- | |
| 194,793,084 | 9,055,064 | 2,757,501 | 21,856,627 | |
| 3. | Stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm, as set forth below: | |||
| --- | --- | |||
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |
| --- | --- | --- | --- | |
| 226,553,770 | 804,542 | 1,103,964 | - | |
| 4. | Stockholders approved an increase to the number of shares of common stock issuable under the Amended and Restated 2019 Equity-Based Compensation Plan, as set forth below: | |||
| --- | --- | |||
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |
| --- | --- | --- | --- | |
| 182,587,715 | 21,674,563 | 2,343,371 | 21,856,627 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RANGE RESOURCES CORPORATION | |
|---|---|
| By: | /s/ David P. Poole |
| David P. Poole | |
| Senior Vice President-General Counsel and Corporate Secretary |
Date: May 12, 2021
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