SEC Filings

10-Q
RANGE RESOURCES CORP filed this Form 10-Q on 07/30/2018
Entire Document
 

Each unit granted represents one share of our common stock. These units are settled in stock and the amount of the payout is based on (1) the vesting percentage, which can be from zero to 200% based on performance achieved and (2) the value of our common stock on the vesting date which is determined by the Compensation Committee. Dividend equivalent may accrue during the performance period and would be paid in stock at the end of the performance period. The performance period for the TSR-PSUs is a three year period. The performance period for the PG/RG-PSUs is based on annual performance targets earned over a three-year period.

SARs. At June 30, 2018, there were 1,104 SARs outstanding.

Restricted Stock – Equity Awards

In first six months 2018, we granted 1.8 million restricted stock Equity Awards to employees at an average price of $17.00 which generally vest over a three-year period compared to 875,000 at an average price of $32.93 in first six months 2017. We recorded compensation expense for these awards of $12.4 million in first six months 2018 compared to $12.5 million in the same period of 2017. Restricted stock Equity Awards are not issued to employees until such time as they are vested and the employees do not have the option to receive cash.

Restricted Stock – Liability Awards

In first six months 2018, we granted 675,000 shares of restricted stock Liability Awards as compensation to employees at an average price of $15.22 which vests generally over a three-year period and 131,000 shares were granted to non-employee directors at an average price of $15.46 with immediate vesting. The timing of equity grants to senior officers was moved to March 2018 to align with our proxy statement filings compared to grants in May in previous years. In first six months 2017, we granted 449,000 shares of restricted stock Liability Awards as compensation to employees at an average price of $26.18 with vesting generally over a three-year period and 90,000 shares were granted to non-employee directors at an average price of $25.01 with immediate vesting. We recorded compensation expense for these Liability Awards of $10.5 million in first six months 2018 compared to $9.0 million in first six months 2017. The majority of these awards are held in our deferred compensation plan, are classified as a liability and are remeasured at fair value each reporting period. This mark-to-market amount is reported as deferred compensation expense in our consolidated statements of operations (see additional discussion below). The following is a summary of the status of our non-vested restricted stock outstanding at June 30, 2018:

 

 

Restricted Stock

Equity Awards

 

  

Restricted Stock

Liability Awards

 

 

Shares

 

 

Weighted

Average Grant

Date Fair Value

 

  

Shares

 

 

Weighted

Average Grant

Date Fair Value

 

Outstanding at December 31, 2017

 

833,058

 

 

 $

31.64

  

  

 

55,202

 

 

 $

32.26

  

Granted

 

1,785,446

 

 

 

17.00

  

  

 

806,129

 

 

 

15.25

  

Vested

 

(516,493

)

 

 

24.18

  

  

 

(685,966

)

 

 

15.88

  

Forfeited

 

(128,447

)

 

 

22.09

  

  

 

(21,900

)

 

 

17.63

  

Outstanding at June 30, 2018

 

1,973,564

 

 

20.97

  

  

 

153,465

 

 

$

18.22

  

Stock-Based Performance Units

Production Growth and Reserve Growth Awards. The PG-PSUs and RG-PSUs vest at the end of the three-year performance period. The performance metrics for each year are set by the Compensation Committee no later than March 31 of such year. If the performance metric for the applicable period is not met, then the portion is considered forfeited. The following is a summary of our non-vested PG/RG-PSUs awards outstanding at June 30, 2018:

 

 

 

 

 

 

Number of

Units

 

 

 

Weighted

Average

Grant Date Fair

Value

of Range Stock

 

Outstanding at December 31, 2017

 

122,921

 

 

$

18.66

 

Units granted (a)

 

440,938

 

 

 

15.22

 

Forfeited (b)

 

(23,668

)

 

 

24.15

 

Outstanding at June 30, 2018

 

540,191

 

 

$

15.61

 

(a)

Amounts granted reflect the number of performance units granted; however, the actual payout of shares will be between zero and 200% depending on achievement of specifically identified performance targets.

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