RANGE RESOURCES CORP
For the period ended May 8, 2024. Filed Mar 29, 2024.
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May 8, 2024 · Filed Mar 29, 2024
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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 Notice of 2024 Annual Meeting of Stockholders
2024 Proxy Statement
Annual Meeting
Wednesday, May 8, 2024
8:00 a.m. Central Time
| Please vote promptly by: | |||
|---|---|---|---|
| TELEPHONE | INTERNET | MOBILE DEVICE | |
| marking, signing and returning your proxy or voting instruction card | |||
Range Resources Corporation 100 Throckmorton Street Suite 1200 Fort Worth, Texas 76102
Dear Fellow Stockholders,
On behalf of the Board of Directors (the “Board”), we are pleased to invite you to participate in Range Resources’ 2024 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 8, 2024. To access the event you will need to register virtually at https://ir.rangeresources.com/events/event-details/2024-annual-meeting-stockholders. The attached Notice of 2024 Annual Meeting of Stockholders and Proxy Statement provide information about the business we plan to conduct.
Navigating Change
In March 2023 we announced that, after a successful career with Range spanning almost 20 years, Jeff Ventura would retire effective June 2023. Jeff’s vision and technical skills were instrumental in unlocking the Marcellus Shale and during his tenure, production and proved reserves grew significantly. The Board is grateful for his outstanding leadership.
At the May 2023 Annual Meeting, Dennis Degner was appointed Chief Executive Officer and President. Dennis was previously Range’s Executive Vice President and Chief Operating Officer. He brings more than 25 years of modern shale gas development experience and the Board fully expects he will continue to elevate our performance and drive stockholder value.
We continued to enhance and refresh our Board and in October we added one new director, Charles G. Griffie. Charles brings valuable expertise in the areas of midstream and general E&P operations. The Board remains committed to ongoing and thoughtful refreshment to maintain an appropriate balance of tenure, background and skills on the Board.
2023 Operating and Financial Performance
Our workforce performed at an exceptional level in 2023. Our employees successfully adapted to lingering supply chain issues and inflationary pressures. We continue to focus on being resilient through commodity price cycles, which includes a disciplined capital allocation approach, maintaining a strong balance sheet with opportunistic debt reductions along with our return of capital program. Natural gas is a critical source of energy and is necessary to maintain quality of life and will help improve living standards around the world. Our immense inventory will allow us to participate in the growing future demand for natural gas and natural gas liquids in both the United States and the world.
Sustainability
Our commitment to being a responsible, low cost operator and delivering on our environmental goals is critical to our long-term success. By design, our environmentally sustainable strategies also provide commercial efficiencies. We continue to make steady progress towards our announced goal of net zero scope 1 and scope 2 GHG Emissions by the end of 2025.
Listening to Stockholder Feedback
We proactively engage with stockholders and feedback from these engagements informs our viewpoints and decisions. We remain committed to regular and transparent engagement. 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 Board
March 29, 2024
RANGE RESOURCES CORPORATION -2024 Proxy Statement 1
Notice of 2024 Annual Meeting of Stockholders
Date and Time
Wednesday, May 8, 2024
8:00 A.M. Central Time
Place
https://ir.rangeresources.com/events/event-details/2024-annual-meeting-stockholders
Who Can Vote
Stockholders of record at the close of business March 21, 2024 may vote at the Meeting or any postponements or adjournments of the meeting
How to Cast Your Vote
| • | 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 |
| • | To elect the eight nominees named in the attached Proxy Statement to our Board, each for a term expiring at the 2025 annual meeting or when their successors are duly elected and qualified; |
| • | To consider and vote on a non-binding proposal to approve our executive compensation philosophy (“say on pay”); |
| • | To consider a Board proposal to amend our restated Certificate of Incorporation to reflect current Delaware corporate law provisions permitting the exculpation of certain officers; |
| • | 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, 2024; |
| • | To transact any other business properly brought before the 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 offices. 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 at****www.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
**Erin W. McDowell
**Corporate Secretary
March 29, 2024
RANGE RESOURCES CORPORATION -2024 Proxy Statement 2
Table of Contents
| PROXY SUMMARY | 5 |
|---|---|
| PROXY STATEMENT | 12 |
| PROPOSAL 1 ELECTION OF DIRECTORS | 13 |
| Nomination and Election of Directors Nominated by the Board | 13 |
| Required Vote and Recommendation | 13 |
| Nominees For Director – Terms Expire 2025 | 15 |
| CORPORATE GOVERNANCE | 20 |
| Director Compensation | 27 |
| Compensation Committee Interlocks and Insider Participation | 29 |
| Stock Ownership-Directors, Management and Certain Beneficial Owners | 29 |
| Security Ownership of Certain Beneficial Owners | 30 |
| Delinquent Section 16(a) Reports | 30 |
| PROPOSAL 2 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | 31 |
| Required Vote and Recommendation | 31 |
| Compensation Discussion and Analysis | 32 |
| EXECUTIVE SUMMARY | 33 |
| HOW WE DETERMINE EXECUTIVE COMPENSATION | 36 |
| 2023 COMPENSATION PROGRAM ELEMENTS | 39 |
| 2024 COMPENSATION PROGRAM | 46 |
| COMPENSATION POLICIES AND PRACTICES | 49 |
| Compensation Committee Report | 50 |
| EXECUTIVE COMPENSATION TABLES | 51 |
| Summary Compensation Table | 51 |
| Pay Versus Performance | 52 |
| Pay-For-Performance Alignment | 55 |
| CAP Versus Total Stockholder Return | 55 |
| CAP Versus Net Income (Loss) | 55 |
| CAP Versus Net Debt | 56 |
RANGE RESOURCES CORPORATION -2024 Proxy Statement 3
Back to Contents
| CEO Pay Ratio of 35 to 1 | 57 |
|---|---|
| Grants of Plan-Based Awards in 2023 | 58 |
| Outstanding Equity Awards at 2023 Fiscal Year-End | 60 |
| Option Exercises and Stock Vested in 2023 | 61 |
| Non-Qualified Deferred Compensation Plan | 62 |
| Potential Payments upon Termination and Change in Control | 66 |
| Other Post-Employment Payments | 69 |
| Equity Compensation Plan Information | 70 |
| PROPOSAL 3 APPROVAL OF AN AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR OFFICER EXCULPATION | 71 |
| Key Features of the Amendment | 71 |
| Required Vote and Recommendation | 72 |
| PROPOSAL 4 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 73 |
| Required Vote and Recommendation | 73 |
| Report of the Audit Committee | 74 |
| Independent Registered Public Accountants | 75 |
| Audit Fees | 75 |
| Tax Fees | 75 |
| Pre-Approval Policy and Procedures | 75 |
| OTHER BUSINESS | 76 |
| STOCKHOLDER PROPOSALS FOR 2025 ANNUAL MEETING | 76 |
| FREQUENTLY ASKED QUESTIONS AND ANSWERS | 77 |
| Proxy Materials and Voting Information | 77 |
| Company Documents, Communications and Stockholder Proposals | 81 |
| ANNEX A | 82 |
| ANNEX B | 84 |
| ANNEX C | 85 |
RANGE RESOURCES CORPORATION -2024 Proxy Statement 4
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.