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):

July 2, 2019 (July 1, 2019)

 

RANGE RESOURCES CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

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):

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

 

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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ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On July 1, 2019, the Board of Directors (the “Board”) of Range Resources Corporation (the “Company’) expanded the Board to nine directors and appointed Margaret K. Dorman as a director of the Company, to serve through the annual meeting of stockholders to be held in 2020.  Ms. Dorman has been appointed to serve on the Audit Committee.

 

There are no understandings or arrangements between Ms. Dorman and any other person pursuant to which Ms. Dorman was selected to serve as a director of the Board.  There are no relationships between Ms. Dorman and the Company or any of its subsidiaries that would require disclosure pursuant to Item 404(a) of Regulation S-K.

 

Ms. Dorman will be entitled to the same compensation as other non-employee directors; namely, (a) a $75,000 annual cash retainer, payable quarterly and prorated in the case of a partial quarter, (b) $200,000 annual grant of restricted stock, prorated for service of less than a full year, which vests immediately, (c) a director indemnification agreement with the Company and (d) additional benefits as described in the Company’s definitive proxy statement delivered to its stockholders in connection with the 2019 annual meeting of stockholders and filed with the Securities and Exchange Commission on April 5, 2019.

 

Item 7.01 Regulation FD Disclosure.

 

Ms. Dorman is a non-employee director of Equitrans Midstream Corporation and currently serves as Chairman of the Management Development and Compensation Committee and as a member of the Audit Committee.  Additionally, Ms. Dorman is a director of privately-held Rubicon Oilfield International, where she serves as chair of the Audit Committee and as a member of the Compensation Committee.  Ms. Dorman served as a director of EQT Corporation from January 2012 until the separation of EQT and Equitrans Midstream in November 2018.  Ms. Dorman served as Chief Financial Officer and Treasurer of Smith International, Inc., a publicly-traded supplier of oil and gas products and services, between May 1999 and October 2009.  Prior to her time at Smith International, Inc., Ms. Dorman worked as an auditor with Ernst and Young LLP.  She also has prior board and audit committee experience, having served as a director of Hanover Compressor Company from 2004 to 2007, including as a member and ultimately chair of its Audit Committee.

 

The Board has determined that Ms. Dorman is an independent director.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.Description

 

99.1Press release dated July 1, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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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:  July 2, 2019

 

 

 

Exhibit 99.1

NEWS RELEASE

Margaret Dorman Appointed as Range Director

FORT WORTH, TEXAS, July 1, 2019.   RANGE RESOURCES CORPORATION (NYSE: RRC) announced today that Margaret K. Dorman has been appointed to the Company's Board of Directors. Ms. Dorman’s appointment is effective July 1 and was mutually agreed upon by the Company’s Board of Directors and SailingStone Capital Partners, LLC. Ms. Dorman will serve on the Board’s audit committee.

Ms. Dorman has 30 years of experience in the energy industry, largely focused in the oilfield service and equipment sector.  In 2009, she retired as the Executive Vice President, Chief Financial Officer and Treasurer of Smith International, Inc. (now part of Schlumberger Limited) after spending more than a decade in that role.  Previously, she held management positions at Landmark Graphics, prior to its acquisition by Halliburton Corporation, and Ernst & Young.  Ms. Dorman also has significant board and committee experience.  She has served as an independent director of Equitrans Midstream Corporation since the November 2018 separation from EQT Corporation and, for the previous seven years, as an independent director of EQT Corporation.  She currently is a member of the audit committee of Equitrans Midstream and chairs the management development and compensation committee.  Additionally, Ms. Dorman is a director of privately-held Rubicon Oilfield International, where she serves as chair of the audit committee and a member of the compensation committee.

“Ms. Dorman brings significant financial expertise and a strong background in the oil and gas industry to our Board. We are confident Margaret’s background in finance and extensive industry experience will be an asset to Range 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 diverse expertise to provide robust oversight.  We believe adding an independent director with Ms. Dorman’s experience, coupled with Board changes we have made over the last several years, shows Range’s commitment to best corporate governance practices.”

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 development 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.

 

SOURCE: Range Resources Corporation 2019-12

 

Range Investor Contact:

Laith Sando, Vice President – Investor Relations

817-869-4267

lsando@rangeresources.com

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