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):
November 1, 2018 (October 30, 2018)
RANGE RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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001-12209 |
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34-1312571 |
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(State or other jurisdiction of |
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(Commission |
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(IRS Employer |
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100 Throckmorton Street, Suite 1200 Fort Worth, Texas |
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76102 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (817) 870-2601
(Former name or former address, if changed since last report): Not applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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).
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Emerging Growth Company |
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 30, 2018, Steven D. Gray was appointed to the Board of Directors of Range Resources Corporation (the “Company”). Mr. Gray is expected to serve on the compensation committee. The Board has determined that (i) Mr. Gray is “independent” for purposes of Section 10A-3 of the Securities Exchange Act of 1934, as amended and the applicable rules and regulations of the SEC; (ii) Mr. Gray has no material relationship with the Company that would interfere with his independence from management and (iii) Mr. Gray will otherwise be an “independent director” for purposes of the rules and regulations of the New York Stock Exchange.
Mr. Gray will receive compensation for his services as director consistent with that provided to other non-employee directors, as previously described in the Company’s Annual Proxy Statement filed with the SEC on April 6, 2018. Mr. Gray will also be indemnified for his actions associated with being a director to the fullest extent permitted under Delaware law.
There have not been any transactions since the beginning of 2018, nor are there any proposed transactions, in which the Company was or is to be a participant involving amounts exceeding $120,000 and in which Mr. Gray had or will have a direct or indirect material interest. Mr. Gray was appointed as a director pursuant to an agreement announced on July 9, 2018 between the Company, SailingStone Holdings LLC and SailingStone Capital Partners LLC, where the Company and the SailingStone parties agreed to appoint two mutually agreed upon independent directors to the Company’s Board.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits:
99.1 Press release dated November 1, 2018.
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.
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RANGE RESOURCES CORPORATION |
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By: |
/s/ David P. Poole |
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David P. Poole, |
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Senior Vice President- |
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General Counsel and Corporate Secretary |
Exhibit 99.1
NEWS RELEASE
Steve Gray Appointed as Range Director
FORT WORTH, TEXAS, November 1, 2018. RANGE RESOURCES CORPORATION (NYSE: RRC) announced today that Steve Gray has been appointed to the Company's Board of Directors. Mr. Gray’s appointment is effective October 30, and was mutually agreed upon by the Company’s Board of Directors and SailingStone Capital Partners, LLC. Mr. Gray will serve on the Board’s compensation committee.
Previously, Mr. Gray served as a founder, director and Chief Executive Officer of RSP Permian Inc. from their inception in 2010 to 2018. When RSP Permian merged with Concho Resources Inc., he joined Concho’s Board of Directors and currently serves on the Reserves Committee. Prior to forming RSP Permian, Mr. Gray founded several successful oil and gas ventures spanning nearly 20 years in partnerships with Natural Gas Partners, an Irving, Texas based private equity company. Prior to going into business for himself, Mr. Gray spent 11 years employed in the oil and gas industry in various capacities as a petroleum engineer. In 2016, Mr. Gray received the national Ernst & Young Entrepreneur of the Year award in their Energy and Clean-Tech category.
“Steve Gray brings great technical expertise and a strong track record of business success in the oil and gas industry to our Board. We are confident Steve’s extensive background in the oil and gas industry will be an asset to the Company as we focus on translating our world-class Marcellus Shale position into shareholder value,” said Jeff Ventura, CEO and President of Range Resources.
Greg Maxwell, Range’s Chairman added “The Range Board is committed to an active and ongoing Board refreshment process, which is critical to maintaining deep industry knowledge and technical expertise and providing robust oversight. We believe adding an independent director with Steve’s broad experience, coupled with recently announced Board retirements, shows Range’s commitment to best corporate governance practices.”
Mr. Gray is on the Board of Directors of the Texas Tech Foundation. In addition, he is a member of the Petroleum Engineering Academy and serves on the Dean’s Advisory Council for the College of Engineering at Texas Tech University—the same institution from which he earned a Bachelor of Science in Petroleum Engineering. He is also a member of the Executive Advisory Council of the George W. Bush Presidential Center in Dallas, Texas.
RANGE RESOURCES CORPORATION (NYSE: RRC) is a leading U.S. independent natural gas, NGL and oil producer with operations focused in stacked-pay projects in the Appalachian Basin and North Louisiana. The Company pursues an organic growth strategy targeting high return, low-cost projects within its large inventory of low risk development drilling opportunities. The Company is headquartered in Fort Worth, Texas. More information about Range can be found at www.rangeresources.com.
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SOURCE: Range Resources Corporation
Range Investor Contact:
Laith Sando, Vice President – Investor Relations
817-869-4267
lsando@rangeresources.com
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