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): June 22, 2016

 


 

ANTERO RESOURCES CORPORATION

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

001-36120

 

80-0162034

(State or other jurisdiction
of incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

1615 Wynkoop Street

Denver, Colorado 80202

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (303) 357-7310

 


 

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:

 

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))

 

 

 



 

Item 5.07                   Submission of Matters to a Vote of Security Holders.

 

Antero Resources Corporation (the “Company”) held its 2016 Annual Meeting of Stockholders (the “Annual Meeting”) on June 22, 2016. At the Annual Meeting, the Company’s stockholders were requested to (i) elect three Class III members of the Company’s Board of Directors to serve until the Company’s 2019 annual meeting of stockholders; (ii) ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016; (iii) approve, on an advisory basis, the compensation of the Company’s named executive officers; and (iv) approve, on an advisory basis, the preferred frequency of advisory votes on executive compensation. A stockholder proposal concerning a methane emissions report was withdrawn by the proponent, so was not voted upon. Each of these items is more fully described in the Company’s definitive proxy statement, which was filed with the Securities and Exchange Commission on April 27, 2016.

 

The results of the matters voted upon at the Annual Meeting are as follows:

 

Proposal No. 1 — Election of Class III Directors: The election of each Class III director was approved as follows:

 

Nominee

 

For

 

Withheld

 

Broker
Non-Votes

 

Richard W. Connor

 

238,085,397

 

2,023,660

 

11,150,560

 

Robert J. Clark

 

238,327,333

 

1,781,724

 

11,150,560

 

Benjamin A. Hardesty

 

236,206,160

 

3,902,897

 

11,150,560

 

 

Proposal No. 2 — Ratification of the Appointment of KPMG LLP: The ratification of the appointment of KPMG LLP was approved as follows:

 

For

 

Against

 

Abstain

 

250,032,344

 

609,379

 

617,894

 

 

Proposal No. 3 — Approval of the Compensation, on an Advisory Basis, of the Company’s Named Executive Officers: The compensation of the Company’s named executive officers was approved, on an advisory basis, as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

238,114,200

 

1,538,657

 

456,200

 

11,150,560

 

 

Proposal No. 4 — Approval, on an Advisory Basis, of the Preferred Frequency of Advisory Votes on Executive Compensation: The holding of advisory votes on executive compensation every year was approved, on an advisory basis, as follows:

 

Every Year

 

Every Two Years

 

Every Three Years

 

Abstain

 

Broker Non-Votes

 

237,593,669

 

12,010

 

2,113,665

 

389,713

 

11,150,560

 

 

The Company has determined that it will hold an advisory vote on executive compensation every year, until the next stockholder advisory vote on the preferred frequency of advisory votes on executive compensation.

 

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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.

 

 

ANTERO RESOURCES CORPORATION

 

 

 

 

 

By:

/s/ GLEN C. WARREN, JR.

 

 

Glen C. Warren, Jr.

 

 

President and Chief Financial Officer

 

 

 

Dated: June 23, 2016

 

 

 

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