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 17, 2017 (May 17, 2017)
RANGE RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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001-12209 |
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34-1312571 |
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(State or other jurisdiction of |
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(Commission |
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(IRS Employer |
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100 Throckmorton, Suite 1200 Ft. Worth, Texas |
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76102 |
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(Address of principal executive offices) |
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Registrant’s telephone number, including area code: (817) 870-2601
(Former name or former address, if changed since last report): Not applicable
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).
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Emerging Growth Company |
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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. |
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ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The annual stockholders’ meeting (the “Annual Meeting”) of Range Resources Corporation (the “Company”) was held on Wednesday, May 17, 2017 at 8:00 a.m. Central Time at the Worthington Renaissance Hotel, Bur Oak Room, 200 Main Street in Fort Worth, Texas. As of March 24, 2017, the record date for the Annual Meeting, there were 247,557,467 shares of common stock issued and outstanding. A quorum of 218,987,664 shares of common stock was present or represented at the Annual Meeting.
The matters submitted to a vote of security holders at the Annual Meeting were as follows:
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1. |
Stockholders elected each of the Company’s eleven nominees for director to serve a term of one year to expire at the 2018 Annual Meeting or until their successors are duly elected and qualified, as set forth below: |
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Name |
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Votes For |
% of Voted |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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Brenda A. Cline |
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183,580,236 |
92.63% |
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14,528,553 |
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69,286 |
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20,809,589 |
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Anthony V. Dub |
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175,739,552 |
88.67% |
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22,384,197 |
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54,326 |
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20,809,589 |
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Allen Finkelson |
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173,428,528 |
87.51% |
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24,693,114 |
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56,433 |
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20,809,589 |
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James M. Funk |
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187,212,162 |
94.46% |
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10,901,640 |
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64,273 |
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20,809,589 |
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Christopher A. Helms |
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185,361,740 |
93.53% |
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12,750,565 |
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65,770 |
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20,809,589 |
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Robert A. Innamorati |
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191,257,639 |
96.50% |
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6,847,224 |
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73,212 |
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20,809,589 |
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Mary Ralph Lowe |
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181,155,865 |
91.41% |
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16,951,479 |
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70,731 |
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20,809,589 |
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Greg G. Maxwell |
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185,678,495 |
93.69% |
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12,430,804 |
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68,776 |
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20,809,589 |
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Kevin S. McCarthy |
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170,631,781 |
86.10% |
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27,484,944 |
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61,350 |
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20,809,589 |
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Steffen E. Palko |
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186,140,326 |
93.92% |
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11,965,099 |
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72,650 |
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20,809,589 |
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Jeffrey L. Ventura |
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183,299,167 |
92.49% |
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14,730,241 |
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148,667 |
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20,809,589 |
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2. |
Stockholders approved, on an advisory basis, the compensation philosophy, policies and procedures of the Named Executive Officers (“Say on Pay”). |
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Votes For |
% of Voted |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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136,258,472 |
68.75% |
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61,759,555 |
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160,048 |
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20,809,589 |
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3. |
Stockholders approved, on an advisory basis, the frequency of presentation of future Say on Pay votes. |
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Votes For 1 Year |
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Votes for 2 Years |
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Votes for 3 Years |
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Abstentions |
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192,040,985 |
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168,572 |
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5,843,727 |
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124,791 |
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4. |
Stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2017, as set forth below: |
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Votes For |
% of Voted |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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215,228,383 |
98.28% |
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3,650,921 |
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108,360 |
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5. |
The stockholder proposal requesting publication of a political spending report was not approved: |
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Votes For |
% of Voted |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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72,114,271 |
36.38% |
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123,409,092 |
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2,654,712 |
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20,809,589 |
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.
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RANGE RESOURCES CORPORATION |
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By: |
/s/ David P. Poole |
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David P. Poole |
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Senior Vice President-General Counsel and Corporate Secretary |
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Date: May 17, 2017
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