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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 13, 2020 (May 13, 2020)

 

RANGE RESOURCES CORPORATION

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-12209

34-1312571

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

100 Throckmorton Street, Suite 1200

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)

 

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, $0.01 par value

      

RRC

 

New York Stock Exchange

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. 

 

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ITEM 5.07  Submission of Matters to a Vote of Security Holders.

 

The Annual Meeting of the Company was held on Wednesday, May 13, 2020 at 8:00 a.m. Central Time at The Worthington Renaissance Hotel, Bur Oak Room, 200 Main Street in Fort Worth, Texas. As of March 27, 2020, the record date for the Annual Meeting, there were 255,684,829 shares of common stock issued and outstanding. A quorum of 214,534,688 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 2021 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

 

160,171,225

 

14,493,108

 

332,054

 

39,538,301

Margaret K. Dorman

 

171,835,380

 

2,700,633

 

460,374

 

39,538,301

James M. Funk

 

169,314,918

 

5,485,993

 

195,476

 

39,538,301

Steve D. Gray

 

171,935,409

 

2,864,673

 

196,305

 

39,538,301

Greg G. Maxwell

 

172,279,050

 

2,530,422

 

186,915

 

39,538,301

Steffen E. Palko

 

166,745,902

 

8,059,793

 

190,692

 

39,538,301

Jeffrey L. Ventura

 

173,207,404

 

1,601,077

 

187,906

 

39,538,301

 

 

 

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

103,271,153

 

71,142,243

 

582,991

 

39,538,301

 

 

 

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

210,272,464

 

3,986,626

 

275,598

 

-

 

 

 

4.

Stockholders approved an increase to the number of shares of common stock issuable under the 2019 Equity-Based Compensation Plan, as set forth below:

 

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

123,002,218

 

51,689,970

 

304,199

 

39,538,301

 

2


 

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 13, 2020

 

 

 

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