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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 20, 2008
RANGE RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation) |
001-12209 (Commission File Number) |
34-1312571 (IRS Employer Identification No.) |
| 100 Throckmorton Street, Suite 1200 Ft. Worth, Texas |
||
| (Address of principal executive offices) |
76102 (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 obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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 May 20, 2008, Range Resources Corporation (the “Company”) announced certain changes to the
Company’s management and Board of Directors (“Board”) composition pursuant to its internally
developed succession plans.
| • | The Board appointed John H. Pinkerton, the Company’s current President and Chief Executive Officer, as Chairman of the Board, effective May 20, 2008. Mr. Pinkerton informed the Governance and Nominating Committee of the Board that he would relinquish his position as the Company’s President, effective upon his appointment as Chairman of the Board. Mr. Pinkerton’s new title is Chief Executive Officer and Chairman of the Board. Mr. Pinkerton will replace Charles L. Blackburn, the Company’s current Chairman of the Board. Mr. Blackburn has declined another term as Chairman of the Board, but will continue to serve as a director of the Company. Neither Mr. Pinkerton’s decision to relinquish his position as the Company’s President nor Mr. Blackburn’s decision to decline another term as Chairman of the Board involved any disagreement with the Company or any matter relating to the Company’s operations, policies or practices. |
| • | The Board, upon recommendation of its Compensation Committee, approved the appointment of Jeffrey L. Ventura, the Company’s current Chief Operating Officer, as President of the Company, effective May 20, 2008. Mr. Ventura will continue to serve as Chief Operating Officer. Mr. Ventura’s new title is President and Chief Operating Officer. |
| • | The Board, upon recommendation of its Compensation Committee, approved the appointment of Roger S. Manny, the Company’s current Senior Vice President and Chief Financial Officer, as Executive Vice President of the Company, effective May 20, 2008. Mr. Manny’s will continue to serve as Chief Financial Officer. Mr. Manny’s new title is Executive Vice President and Chief Financial Officer. |
| • | The independent directors, upon recommendation of the Governance and Nominating Committee of the Board, approved the creation of the position of Lead Director and elected V. Richard Eales, a current nonemployee Board member, to serve as Lead Director, effective May 20, 2008. The Lead Director, among other things, will coordinate the activities of the independent directors, serve as liaison between the Chairman of the Board, senior management of the Company and the independent directors, and preside at the executive sessions of the independent directors of the Company. |
Mr. Ventura, age 50, has served as the Company’s Chief Operating Officer since he joined the
Company in 2003. He was elected to the Board in 2005. Previously, Mr. Ventura served as President
and Chief Operating Officer of Matador Petroleum Corporation, which he joined in 1997. Additional
biographical information about Mr. Ventura may be found in the Company’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2007.
| Item 7.01 | Regulation FD Disclosure. |
On
May 20, 2008, the Company issued a press release announcing the results of its annual
stockholders’ meeting and the management changes discussed
above. A copy of this press release is furnished as Exhibit 99.1 to this Current
Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report
on Form 8-K under this heading, including Exhibit 99.1, shall not be deemed “filed” for the
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, except as shall be expressly set forth in such a
filing.
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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/ Rodney L. Waller | |||
| Rodney L. Waller | ||||
| Senior Vice President | ||||
Date: May 20, 2008
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EXHIBIT 99.1
NEWS RELEASE
RANGE ANNOUNCES RESULTS OF ANNUAL STOCKHOLDERS’ MEETING
AND MANAGEMENT CHANGES
AND MANAGEMENT CHANGES
FORT WORTH, TEXAS, MAY 20, 2008...RANGE RESOURCES CORPORATION (NYSE: RRC) today announced the
results of its annual stockholders’ meeting and certain management changes.
Annual Meeting Results
Range held its Annual Meeting of Stockholders earlier today. The Annual Meeting was held (i) to
elect a Board of eight directors, each for a one-year term; (ii) to vote on a proposal to amend
Range’s Restated Certificate of Incorporation to increase the number of authorized shares of common
stock to 475 million shares; (iii) to vote on a proposal to amend Range’s 2005 Equity-Based
Compensation Plan; and (iv) to ratify appointment of Ernst & Young LLP as Range’s independent
auditors for 2008. At the meeting, Charles Blackburn, Anthony Dub, Richard Eales, Allen Finkelson,
Jonathan Linker, Kevin McCarthy, John Pinkerton and Jeffrey Ventura were re-elected as directors.
All four proposals set forth in the Company’s proxy were passed by stockholders at the annual
meeting. Voting results for each proposal are available on the Company’s website at
www.rangeresources.com.
Management Changes
Today the Board of Directors appointed John Pinkerton, Range’s current President and Chief
Executive Officer, as Chairman of the Board. His new title will be Chairman of the Board and Chief
Executive Officer. Mr. Pinkerton replaces Charles Blackburn as Chairman of the Board. Mr.
Blackburn will continue to serve as a director of Range. The independent members of the Board of
Directors have approved the creation of the position of Lead Director. Richard Eales, a current
non-employee Board member, has been appointed to serve as Lead Director.
In addition, Jeffrey Ventura, Range’s current Chief Operating Officer, has been appointed
President. Mr. Ventura will continue to serve as Chief Operating Officer, and his new title will
be President and Chief Operating Officer. Roger Manny, Range’s current Senior Vice President and
Chief Financial Officer, has been appointed Executive Vice President. Mr. Manny will continue to
serve as Chief Financial Officer, and his new title will be Executive Vice President and Chief
Financial Officer.
RANGE RESOURCES CORPORATION is an independent oil and gas company operating in the Southwestern,
Appalachian and Gulf Coast regions of the United States.
| 2008-13 | ||||||||
Contact: |
Rodney Waller, Senior Vice President | 817-869-4258 | ||||||
| David Amend, IR Manager | 817-869-4266 | |||||||
| Karen Giles, Corporate Communications Manager | 817-869-4238 | |||||||
| Main number: (817) 870-2601 | ||||||||
| www.rangeresources.com | ||||||||