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RANGE RESOURCES CORP

For the period ended May 8, 2024. Filed Mar 29, 2024.

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About this filing

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 8, 2024 · Filed Mar 29, 2024

RRC$48.72-2.9%Stored close · as of Nov 6, 2026
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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 RegistrantFiled 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:
TELEPHONEINTERNETMAILMOBILE 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 SUMMARY5
PROXY STATEMENT12
PROPOSAL 1 ELECTION OF DIRECTORS13
Nomination and Election of Directors Nominated by the Board13
Required Vote and Recommendation13
Nominees For Director – Terms Expire 202515
CORPORATE GOVERNANCE20
Director Compensation27
Compensation Committee Interlocks and Insider Participation29
Stock Ownership-Directors, Management and Certain Beneficial Owners29
Security Ownership of Certain Beneficial Owners30
Delinquent Section 16(a) Reports30
PROPOSAL 2 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION31
Required Vote and Recommendation31
Compensation Discussion and Analysis32
EXECUTIVE SUMMARY33
HOW WE DETERMINE EXECUTIVE COMPENSATION36
2023 COMPENSATION PROGRAM ELEMENTS39
2024 COMPENSATION PROGRAM46
COMPENSATION POLICIES AND PRACTICES49
Compensation Committee Report50
EXECUTIVE COMPENSATION TABLES51
Summary Compensation Table51
Pay Versus Performance52
Pay-For-Performance Alignment55
CAP Versus Total Stockholder Return55
CAP Versus Net Income (Loss)55
CAP Versus Net Debt56

RANGE RESOURCES CORPORATION -2024 Proxy Statement 3

Back to Contents

CEO Pay Ratio of 35 to 157
Grants of Plan-Based Awards in 202358
Outstanding Equity Awards at 2023 Fiscal Year-End60
Option Exercises and Stock Vested in 202361
Non-Qualified Deferred Compensation Plan62
Potential Payments upon Termination and Change in Control66
Other Post-Employment Payments69
Equity Compensation Plan Information70
PROPOSAL 3 APPROVAL OF AN AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR OFFICER EXCULPATION71
Key Features of the Amendment71
Required Vote and Recommendation72
PROPOSAL 4 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM73
Required Vote and Recommendation73
Report of the Audit Committee74
Independent Registered Public Accountants75
Audit Fees75
Tax Fees75
Pre-Approval Policy and Procedures75
OTHER BUSINESS76
STOCKHOLDER PROPOSALS FOR 2025 ANNUAL MEETING76
FREQUENTLY ASKED QUESTIONS AND ANSWERS77
Proxy Materials and Voting Information77
Company Documents, Communications and Stockholder Proposals81
ANNEX A82
ANNEX B84
ANNEX C85

RANGE RESOURCES CORPORATION -2024 Proxy Statement 4

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ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.