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8-K
false000031585200003158522024-05-082024-05-08

 

 

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): May 8, 2024 (May 8, 2024)

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 Street, Suite 1200

Fort Worth, Texas

76102

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (817) 870-2601

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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 Instructions 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))

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

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, $0.01 par value

RRC

 

New York Stock Exchange

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 5.07 Submission of Matters to a Vote of Security Holders

 

The Annual Meeting of Stockholders of Range Resources Corporation (the "Company") was held on Wednesday, May 8, 2024 at 8:00 a.m. Central Time. As of March 21, 2024, the record date for the Annual Meeting, there were 242,592,521 shares of the Company's common stock outstanding. A quorum of 227,193,022 shares of the Company's common stock was present or represented at the meeting.

The matters submitted to a vote of the Company's stockholders at the Annual Meeting were as follows:

1.
Stockholders elected each of the Company's eight nominees for director to serve a term of one year to expire at the 2025 Annual Meeting or until their successors are duly elected and qualified, as set forth below:

 

 

Name

 

Votes For

 

 

Votes Against

 

 

Abstentions

 

 

Broker Non-Votes

 

Brenda A. Cline

 

 

206,907,175

 

 

 

2,304,570

 

 

 

108,415

 

 

 

17,872,862

 

Margaret K. Dorman

 

 

208,457,614

 

 

 

755,670

 

 

 

106,876

 

 

 

17,872,862

 

James M. Funk

 

 

201,443,680

 

 

 

7,765,827

 

 

 

110,653

 

 

 

17,872,862

 

Steve D. Gray

 

 

208,279,234

 

 

 

927,236

 

 

 

113,690

 

 

 

17,872,862

 

Charles G. Griffie

 

 

208,198,560

 

 

 

1,010,650

 

 

 

110,950

 

 

 

17,872,862

 

Greg G. Maxwell

 

 

208,512,442

 

 

 

697,959

 

 

 

109,759

 

 

 

17,872,862

 

Reginal W. Spiller

 

 

206,629,149

 

 

 

2,581,103

 

 

 

109,908

 

 

 

17,872,862

 

Dennis L. Degner

 

 

208,978,448

 

 

 

228,754

 

 

 

112,958

 

 

 

17,872,862

 

 

2.
Stockholders approved, on an advisory basis, the compensation philosophy, policies and procedures for the Company's Named Executive Officers ("say on pay"), as set forth below:

 

Votes For

 

 

Votes Against

 

 

Abstentions

 

 

Broker Non-Votes

 

 

205,874,522

 

 

 

3,234,690

 

 

 

210,948

 

 

 

17,872,862

 

 

3.
Stockholders approved the amendment to the Company's Restated Certificate of Incorporation to reflect current Delaware corporate law provisions permitting the exculpation of certain officers, as set forth below:

 

Votes For

 

 

Votes Against

 

 

Abstentions

 

 

Broker Non-Votes

 

 

200,577,345

 

 

 

8,547,120

 

 

 

195,695

 

 

 

17,872,862

 

 

4.
Stockholders ratified the selection of Ernst & Young LLP as the Company's independent registered public accounting firm, as set forth below:

Votes For

 

 

Votes Against

 

 

Abstentions

 

 

223,482,333

 

 

 

3,503,818

 

 

 

206,871

 

 

ITEM 8.01 Other Events

 

As set forth in ITEM 5.07 above, at the Company’s Annual Meeting on May 8, 2024, the stockholders approved the Third Amendment (herein so called) to the Company’s Restated Certificate of Incorporation. As more fully disclosed in the Company’s 2024 definitive proxy statement (filed with the SEC on March 29, 2024), the Third Amendment made certain changes to Article EIGHTH of the Company’s Restated Certificate of Incorporation to permit the exculpation of certain Company officers in accordance with Delaware General Corporation Law. On May 8, 2024, the Company filed the Third Amendment with the office of the Secretary of State of the State of Delaware, and it became effective upon such filing. The Third Amendment is filed herewith as Exhibit 3.1.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number Description

3.1 Third Amendment to the Restated Certificate of Incorporation of Range Resources Corporation

2

 

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/ Mark S. Scucchi

 

Mark S. Scucchi

 

Executive Vice President & Chief Financial Officer

Date: May 8, 2024

 

 

 

 

3
EX-3.1

Exhibit 3.1

CERTIFICATE OF THIRD AMENDMENT
TO THE
RESTATED CERTIFICATE OF INCORPORATION
OF
RANGE RESOURCES CORPORATION

 

Range Resources Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:

 

1.
The Board of Directors of the Corporation, at a duly called and convened meeting of its members on December 6, 2023, duly adopted a resolution setting forth a proposed amendment to the Corporation’s Restated Certificate of Incorporation (the “Restated Certificate of Incorporation”), declared such amendment to be advisable and directed that such amendment be considered at the annual meeting of the stockholders of the Corporation on May 8, 2024. The resolution setting forth the amendment is as follows:

 

RESOLVED, that Article EIGHTH of the Corporation’s Restated Certificate of Incorporation be hereby amended to restate the text of Article EIGHTH in its entirety as follows:

 

“EIGHTH: No director or officer of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except for liability (i) for any breach of the director’s or officer’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) regarding any director, under Section 174 of the Delaware General Corporation Law, (iv) for any transaction from which the director or officer derived an improper personal benefit, or (v) regarding any officer, in any action by or in the right of the Corporation. In addition to the circumstances in which a director or officer of the Corporation is not liable as set forth in the preceding sentence, a director or officer of the Corporation shall not be liable to the fullest extent permitted by any amendments to the Delaware General Corporation Law hereafter enacted that further limits or permits the Corporation to limit or eliminate the liability of a director or officer. Any repeal or modification of this Article EIGHTH shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.”

 
2.
At the Corporation’s annual meeting on May 8, 2024, which was duly held in accordance with Section 222 of the Delaware General Corporation Law, the proposed amendment to the Restated Certificate of Incorporation was presented to the Corporation’s stockholders pursuant to the resolution of the Corporation’s Board of Directors, and the amendment was duly adopted and approved by the stockholders of the Corporation owning more than a majority of the Corporation’s outstanding shares of common stock entitled to vote thereon in accordance with the provisions of Section 242 of the Delaware General Corporation Law.

 

IN WITNESS WHEREOF, Range Resources Corporation has caused this Certificate to be duly executed in its name by Erin W. McDowell, its Senior Vice President and General Counsel, as of May 8, 2024.

 

RANGE RESOURCES CORPORATION
 

By:

 /s/ Erin W. McDowell

Erin W. McDowell,

Senior Vice President and General Counsel