RANGE RESOURCES CORP
For the period ended May 14, 2025. Filed Apr 4, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 14, 2025 · Filed Apr 4, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.)
| Filed by the Registrant | Filed by a Party other than the Registrant |
Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material under §240.14a-12
RANGE RESOURCES CORPORATION
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
No fee required.
Fee paid previously with preliminary materials.
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
RANGE RESOURCES CORPORATION
2025 Proxy Statement
Annual Meeting
Wednesday, May 14, 2025
8:00 a.m. Central Time
| Please vote promptly by: | ||
|---|---|---|
| TELEPHONE | INTERNET | MAILmarking, signing and returning your proxy or voting instruction card |
24 Proxy Statement May 8, 2024 Annual Meeting visit rangeresources.com
Dear Fellow Stockholders,
On behalf of the Board of Directors (the “Board”), we are pleased to invite you to participate in Range Resources’ 2025 Annual Meeting of Stockholders (the “Annual Meeting” or the “Meeting”). Our Annual Meeting will be held telephonically, commencing at 8:00 a.m., Central Time, on Wednesday, May 14, 2025. To access the event you will need to register virtually athttps://ir.rangeresources.com/events/event-details/2025-annual-meeting-stockholders. The attached Notice of 2025 Annual Meeting of Stockholders and Proxy Statement provide information about the business we plan to conduct.
Board Refreshment
In September 2024 we announced that after a successful tenure on the Board, Steve Gray would retire effective October 2024. James Funk is not standing for reelection and is retiring from our Board effective May 14, 2025 in accordance with our Board retirement age guidelines. Steve's and James's experience and technical skills were invaluable in guiding Range to the best financial and operational position in Company history. The Board is grateful for their service. We continued to enhance and refresh our Board and in February 2025, we added one new director, Christian ("Chris") Kendall. Chris brings a wealth of technical expertise and a proven record of success as an executive in the energy sector. The Board remains committed to ongoing and thoughtful refreshment to maintain an appropriate balance of tenure, background and skills on the Board.
2024 Performance and Strategic Outlook
Our workforce performed at an exceptional level in 2024 as we successfully navigated natural gas pricing weakness. We safely completed our operational plans, while generating free cash flow and investing in the long-term development of Range's world-class asset base. Range's strong performance enabled the Company to return capital to stockholders through share repurchases and dividends, while further strengthening the balance sheet. We believe this demonstrates Range's resilience through commodity price cycles.
Our strategy for 2025 and beyond remains to deliver consistent, repeatable financial returns to our stockholders while executing safe and environmentally responsible operations. We are excited about the opportunities that lie before us. Natural gas and natural gas liquids ("NGLs") are critical sources of energy that are central to meeting the needs of humanity worldwide in the lower-carbon world of the future. We expect Appalachian natural gas to play a pivotal role in meeting surging energy demands driven by domestic base-load power demand growth and the global expansion of liquefied natural gas markets. Our high-quality, low emissions intensity asset base is well-positioned to meet growing future demand for natural gas and NGLs in both the United States and the world.
Listening to Stockholder Feedback
We proactively engage with stockholders and feedback from these engagement helps inform our viewpoints and decisions. We remain committed to regular and transparent engagements. We value your views and would like to hear from you.
On behalf of the entire Board, we would like to thank all of our stockholders for your ongoing support and investment in Range. We are proud of our employees for their many accomplishments, and I am very grateful for the counsel and guidance of my fellow directors. We look forward to your vote at the Annual Meeting.
Sincerely yours,
Greg G. Maxwell
Chairman of the BoardApril 4, 2025
Notice of 2025 Annual
Meeting of Stockholders
| Items of Business | Who Can Vote | ||
| 1 | To elect the seven nominees named in the attached Proxy Statement to our Board, each for a term expiring at the 2026 annual meeting or when their successors are duly elected and qualified; | Stockholders of record at the close of business March 17, 2025, may vote at the Meeting or any postponements or adjournments of the Meeting. | |
| Date & TimeWednesday, May 14, 2025, 8:00 A.M.Central Time | |||
| 2 | To consider and vote on a non-binding proposal to approve our executive compensation philosophy (“say-on-pay”); | ||
| Placehttps://ir.rangeresources.com/events/event-details/2025-annual-meeting-stockholders | |||
| 3 | To consider and vote on a proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm as of and for the fiscal year ending December 31, 2025; and | ||
| How to Cast Your Vote | |||
| 4 | To transact any other business properly brought before the meeting. | •Online before the Meeting: www.proxyvote.com•By phone: 800-690-6903•Proxy Card or Voting Instruction Form: Complete, sign, and return your proxy card•Scan the QR code on your proxy card by mobile device•You may vote at the Annual Meeting | |
Stockholders will also vote on any other business that is properly brought before the Meeting. The list of stockholders entitled to vote at the Meeting will be open to the examination of any stockholder for any purpose relevant to the Meeting during normal business hours for ten days before the Meeting at our Fort Worth office at the address listed below. The list will also be available during the Meeting for inspection by stockholders.
MacKenzie Partners, Inc. has been retained to assist us in the process of obtaining your vote. If you have any questions regarding the Meeting or require assistance in voting your shares, please contact them at 800-322-2885 or call them collect at 212-929-5500.
Whether or not you plan to attend the Meeting, please complete, date and sign the enclosed proxy and return it in the envelope provided or you may vote online atwww.proxyvote.com using the control number printed on the proxy. You may revoke your proxy at any time before its exercise and vote at the Meeting.
| By Order of the Board of Directors | 100 Throckmorton StreetSuite 1200Fort Worth, Texas 76102 |
|---|---|
| Erin W. McDowell | |
| Corporate Secretary | |
TABLE OF CONTENTS
| Proxy Summary | 1 | Grants of Plan-Based Awards in 2024 | 50 | |
|---|---|---|---|---|
| Outstanding Equity Awards at 2024 Fiscal Year-End | 52 | |||
| Proxy Statement | 9 | Option Exercises and Stock Vested in 2024 | 53 | |
| PROPOSAL 1: Election of Directors | 10 | Potential Payments upon Termination and Change in Control | 57 | |
| Nomination and Election of Directors Nominated by theBoard | 10 | Other Post-Employment Payments | 59 | |
| Equity Compensation Plan Information | 60 | |||
| Required Vote and Recommendation | 10 | Pay Versus Performance | 61 | |
| Nominees For Director – Terms Expire 2026 | 12 | Pay-For-Performance Alignment | 63 | |
| CAP Versus Total Stockholder Return | 63 | |||
| Corporate Governance | 17 | CAP Versus Net Income (Loss) | 6464 | |
| Director Compensation | 26 | CAP Versus Net Debt | ||
| Compensation Committee Interlocks and InsiderParticipation | 27 | |||
| PROPOSAL 3: Ratification of the Appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm | 66 | |||
| Stock Ownership-Directors, Management and CertainBeneficial Owners | 28 | |||
| Security Ownership of Certain Beneficial Owners | 29 | Required Vote and Recommendation | 66 | |
| Report of the Audit Committee | 67 | |||
| PROPOSAL 2: Advisory Vote to Approve Executive Compensation | 30 | Independent Registered Public Accountants | 68 | |
| Audit Fees | 69 | |||
| Required Vote and Recommendation | 30 | Tax Fees | 69 | |
| Compensation Discussion and Analysis | 31 | Pre-Approval Policy and Procedures | 69 | |
| How We Determine Executive Compensation | 31 | Other Business | 70 | |
| 2024 Compensation Program Elements | 33 | Stockholder Proposals for 2026 Annual Meeting | 70 | |
| 2025 Compensation Program | 40 | Frequently Asked Questions and Answers | 71 | |
| Compensation Committee Report | 47 | Proxy Materials and Voting Information | 71 | |
| Company Documents, Communications and Stockholder Proposals | 74 | |||
| Executive Compensation Tables | 48 | |||
| Summary Compensation Table | 48 | |||
| CEO Pay Ratio | 49 | Annex A | 76 | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.