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): December 13, 2011 (December 8, 2011)

 

 

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, Suite 1200 Ft. Worth, Texas		76102
(Address of principal executive offices)		(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):

 

¨	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))

 

 

 

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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

Range Resources Corporation (the “Company”) hereby furnishes the information set forth in its Press Release, dated December 13, 2011, announcing the appointment of John H. Pinkerton to the office of Executive Chairman of the Board of Directors, the appointment of Jeffrey L. Ventura to the office of President and Chief Executive Officer and the appointment of Ray N. Walker to the office of Senior Vice President and Chief Operating Officer. These appointments are effective January 1, 2012 for terms expiring at the 2012 annual meeting of shareholders. A copy of the Press Release is attached as Exhibit 99.1.

Mr. Pinkerton has served as the Company’s CEO since 1992. Mr. Ventura, currently President and Chief Operating Officer of Range, has been with the Company since 2003 and was elected a Director in 2005. Mr. Walker has been with the Company since 2006 and is currently Senior Vice President-Safety, Environment and Regulatory. Previously, Mr. Walker was employed by Halliburton in various technical and management roles, Union Pacific Resources and several private companies where he served as an officer. Mr. Walker has 34 years of oil and gas operations and management experience and is a Registered Petroleum Engineer.

In connection with these appointments, the Compensation Committee of the Board of Directors set Mr. Pinkerton’s base salary at $640,000 and he is eligible for a bonus under our previously announced cash bonus plan with a target bonus opportunity of 100% of his base salary. Our Compensation Committee set Mr. Ventura’s base salary at $800,000 with a target bonus opportunity under our previously announced cash bonus plan of 100%. Mr. Walker’s base salary was set at $400,000. Both Mr. Pinkerton and Mr. Ventura shall participate in the Range Resources Corporation Amended and Restated Executive Change in Control Severance Benefit Plan at the “3X” participation level.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits:

99.1     Press Release dated December 13, 2011

 

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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.

 

Date: December 13, 2011

 

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EXHIBIT INDEX

 

Exhibit Number		Description
99.1		Press Release dated December 13, 2011

 

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Exhibit 99.1

NEWS RELEASE

RANGE ANNOUNCES MANAGEMENT PROMOTIONS

FORT WORTH, TEXAS, DECEMBER 13, 2011…RANGE RESOURCES CORPORATION (NYSE: RRC) today announced several management promotions. In June, Range announced a CEO transition plan whereby Jeff Ventura, the Company’s current President and Chief Operating Officer will assume the role of Chief Executive Officer beginning January 1, 2012. At such time, John Pinkerton, Range’s current CEO, will assume the position of Executive Chairman. In concert with the CEO transition plan, Range’s Board of Directors recently approved several additional management promotions, all of which will be effective on January 1, 2012. Ray Walker has been promoted to Senior Vice President and Chief Operating Officer. Mr. Walker will oversee all of Range’s operations and will continue to lead Range’s environmental, safety, regulatory and best practices programs. Alan Farquharson has been promoted to Senior Vice President – Reservoir Engineering and Economics. In his new role, Mr. Farquharson will oversee the corporate reservoir engineering as well as the long-range planning function and will report to Mr. Ventura. Ralph Tijerina has been promoted to Vice President – Safety and Environmental. With his promotion, Mr. Tijerina will oversee the Company’s entire safety and environmental effort and will report to Mr. Walker. The Company announced earlier in the year, the promotion of Mark Whitley to Senior Vice President – Northern Appalachia and Southwest Division. Mr. Whitley will continue to oversee the Company’s operations of the Marcellus Shale along with its activities in Texas and New Mexico.

Commenting on the organizational enhancements, John Pinkerton, Range’s Chairman and CEO stated: “We congratulate Ray, Alan, and Ralph as their promotions and increased responsibilities are well deserved. With approximately 100 years of combined industry experience, these gentlemen will play a key role in Range’s future success. Looking forward, the entire Range management team as well as all of our employees are focused on finishing 2011 on a strong note and are excited about Range’s prospects for the future.”

RANGE RESOURCES CORPORATION (NYSE: RRC) is an independent natural gas company operating in the Appalachia and Southwest regions of the United States.

Except for historical information, statements made in this release, including those relating to anticipated results are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are based on assumptions and estimates that management believes are reasonable based on currently available information; however, management’s assumptions and Range’s future performance are subject to a wide range of business risks and uncertainties and there is no assurance that these goals and projections can or will be met. Any number of factors could cause actual results to differ materially from those in the forward-looking statements, including, but not limited to, the volatility of oil and gas prices, the results of our hedging transactions, the costs and results of drilling and operations, the timing of production, mechanical and other inherent risks associated with oil and gas production, weather, the availability of drilling equipment, changes in interest rates, litigation, uncertainties about reserve estimates, environmental risks and regulatory changes. Range undertakes no obligation to publicly update or revise any forward-looking statements. Further information on risks and uncertainties is available in Range’s filings with the Securities and Exchange Commission (“SEC”), which are incorporated by reference.

 

 

2011-34

SOURCE: Range Resources Corporation

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Investor Contacts:

Rodney Waller, Senior Vice President

817-869-4258

David Amend, Investor Relations Manager

817-869-4266

Laith Sando, Senior Financial Analyst

817-869-4267

or

Media Contact:

Matt Pitzarella, Director of Corporate Communications

724-873-3224

www.rangeresources.com