UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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).
Emerging growth company
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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 27, 2021, Steffen E. Palko notified Range Resources Corporation (the “Company”) of his intention to resign from the Company’s Board of Directors (the “Board”) effective on that date. Mr. Palko also indicated his intention to resign from the Compensation Committee and ESG & Safety Committee on that date. Mr. Palko’s resignation was not due to any disagreement with the Company or its management with respect to any matter relating to the Company’s operations, policies or practices.
In addition, on September 27, 2021, the Board appointed Mr. Reginal Spiller as a director, to serve through the annual meeting of stockholders to be held in 2022. Mr. Spiller has been appointed to serve on the Governance and Nominating Committee and the ESG and Safety Committee.
There are no understandings or arrangements between Mr. Spiller and any other person pursuant to which Mr. Spiller was selected to serve as a director of the Board. There are no relationships between Mr. Spiller and the Company or any of its subsidiaries that would require disclosure pursuant to Item 404(a) of Regulation S-K.
Mr. Spiller 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) $180,000 annual grant of restricted stock, prorated for service of less than a full year, which vests at the end of one year, (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 2021 annual meeting of stockholders and filed with the Securities and Exchange Commission on April 2, 2021.
Item 7.01 Regulation FD Disclosure.
Mr. Spiller is the President & Chief Executive Officer of Azimuth Energy Investments LLC which provides energy advisory services to upstream companies. He has more that 35 years of experience in the oil and gas industry and has worked in 60 plus countries at a variety of executive-level positions. His public sector experience includes a three-year tenure as Deputy Assistant Secretary for Gas and Petroleum Technologies at the US Department of Energy focusing on the development of advanced technologies for the natural gas and oil industry. A geologist by training, he has held a number of positions with the National Academy of Science and has served on several university boards. Mr. Spiller holds a master’s degree in geology from Pennsylvania State University and an undergraduate degree in geology from the State University of New York.
The Board has determined that Mr. Spiller is an independent director.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release dated September 27, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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 thereunto duly authorized.
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RANGE RESOURCES CORPORATION |
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Date: |
September 27, 2021 |
By: |
/s/ DAVID P. POOLE |
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David P. Poole |
Exhibit 99.1
NEWS RELEASE
Range Announces Changes to Board of Directors: Reginal Spiller Joins the Board of Directors and Steffen Palko Retires
FORT WORTH, TEXAS, September 27, 2021 -- RANGE RESOURCES CORPORATION (NYSE: RRC) (“Range” or the “Company”) today announced the appointment of Reginal W. Spiller to its Board of Directors, concurrent with the retirement of Dr. Steffen A. Palko, effective September 27, 2021.
Range Chairman, Greg Maxwell stated, “We are very pleased to announce the addition of Reg Spiller to the Range board. Mr. Spiller has extensive experience in the oil and gas industry and has served our country at a high level in the U.S. Department of Energy. He is active with the National Energy Technology Laboratory (NETL) programs in southwestern Pennsylvania and West Virginia, as well as other national labs. He has over 40 years of international and domestic oil and gas and energy capital market experience. His expertise and leadership in the energy industry, combined with his public service experience advancing energy technologies, make him a strong addition to Range’s board.”
Mr. Spiller began his energy career as a geologist with Exxon USA and is now President and CEO of Azimuth Energy Investments, LLC, providing energy advisory services to upstream companies. Mr. Spiller also had a distinguished public service career, having served as the Deputy Assistant Secretary of Oil and Gas at the U.S. Department of Energy, focusing on the development of advanced technologies for the natural gas and oil industry. He is still active with the DOE’s fossil energy technology and carbon capture projects and has served on several National Research Council/National Academy of Science boards. Mr. Spiller is a member of American Association of Petroleum Geologists, Society of Petroleum Engineers, Geologic Society of America, and the National Association of Black Geoscientists.
Mr. Spiller earned a bachelor’s degree in geology from the State University of New York and a M.S. in geology from Penn State University.
Greg Maxwell stated, “We want to thank Steve for his dedicated service to Range. Since joining our board in 2016, Steve has shared his wisdom, industry experience and expertise in guiding Range to become the most capital efficient operator in the Marcellus Shale. We wish Steve and his family all the best in his retirement.”
Dr. Palko commented, “After serving on the Range Board for the last five years, it is gratifying to look back at the accomplishments of the Company and to think about its future potential as a top-tier operator with a world-class inventory. I believe that natural gas will play a critical role in the coming decades as the world moves toward cleaner, more efficient fuels, and I have the utmost confidence the Range team will translate our abundant Appalachia resource into significant shareholder value.”
RANGE RESOURCES CORPORATION (NYSE: RRC) is a leading U.S. independent natural gas and NGL producer with operations focused in stacked-pay projects in the Appalachian Basin. 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.
2021-1
Range Investor Contact:
Laith Sando, Vice President – Investor Relations
817-869-4267
lsando@rangeresources.com
Range Media Contact:
Mark Windle, Manager of Corporate Communications
724-873-3223
mwindle@rangeresources.com
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