Skip to main content

ANTERO RESOURCES Corp

For the period ended Jun 3, 2026. Filed Apr 23, 2026.

View on SEC.gov

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.

Jun 3, 2026 · Filed Apr 23, 2026

AR$36.08-0.8%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

Cover page

Show cover page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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

ANTERO 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 the appropriate box):

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

JUNE 3, 2026 8:30 A.M. Mountain Time Antero Principal Executive Offices 1615 Wynkoop Street Denver, CO 80202NOTICE of 2026 Annual Meetingof Shareholders
The 2026 Annual Meeting of Stockholders of Antero Resources Corporation (“Antero”, “Antero Resources” or “the Company”) will be held online on Wednesday, June 3, 2026, at 8:30 A.M. Mountain Time. The Annual Meeting is being held for the purposes listed below:
AGENDA
1.Elect the two Class I members of Antero Resources’ Board of Directors (the “Board”) named in this Proxy Statement to serve until Antero’s 2029 Annual Meeting of Stockholders,
2Ratify the appointment of KPMG LLP as Antero’s independent registered public accounting firm for the year ending December 31, 2026,
3.Approve, on an advisory basis, the compensation of Antero’s named executive officers, and
4.Transact other such business as may properly come before the meeting and any adjournment or postponement thereof.
These proposals are described in the accompanying proxy materials.
RECORD DATE
April 13, 2026
By order of the Board of Directors,
Yvette K. Schultz
Chief Compliance Officer, Senior Vice President—Legal, General Counsel and Corporate Secretary

WHO MAY VOTE:

You will be able to vote at the Annual Meeting only if you were a stockholder of record at the close of business on April 13, 2026, the record date for the Annual Meeting. The Board requests your proxy for the Annual Meeting, which will authorize the individuals named in the proxy to represent you and vote your shares at the Annual Meeting or any adjournment or postponement thereof.

HOW TO RECEIVE ELECTRONIC DELIVERY OF FUTURE ANNUAL MEETING MATERIALS:

Pursuant to rules adopted by the Securities and Exchange Commission, we have elected to provide access to our proxy solicitation materials electronically, rather than mailing paper copies of these materials to each stockholder. Beginning on April 23, 2026, we will mail to each stockholder a Notice of Internet Availability of Proxy Materials with instructions on how to access the proxy materials, vote, or request paper copies.

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 3, 2026:

This Notice of Annual Meeting and Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”) are available on our website free of charge atwww.anteroresources.comin the “SEC Filings” subsection of the “Investors” section.

YOUR VOTE IS IMPORTANT

Your vote is important. We urge you to review the accompanying Proxy Statement carefully and to submit your proxy as soon as possible so that your shares will be represented at the meeting.

REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:
If you are a registered stockholder as of the record date, you may vote your shares or submit a proxy to have your shares voted by one of the following methods:INTERNET Use the website listed on the Notice of Internet Availability (the “Notice”)BY TELEPHONE Use the toll-free number listed on the NoticeBY MAIL Sign, date and return your proxy card in the provided pre-addressed envelopeDURING THE ANNUAL MEETING Vote online during the Annual Meeting. See page 11 of the Proxy Statement for instructions on how to attend online

Table of Contents

PROXY SUMMARY4
Executive Compensation Highlights4
Investor Outreach5
Corporate Responsibility5
Current Directors and Board Nominees9
2026 Annual Meeting of Stockholders9
Cautionary Note Regarding Forward-Looking Statements11
ITEM ONE:ELECTION OF DIRECTORS13
Summary of Director Qualifications and Experience14
DIRECTORS15
Class I Directors15
Class II Directors17
Class III Directors19
EXECUTIVE OFFICERS21
CORPORATE GOVERNANCE22
Corporate Governance Guidelines22
Director Independence22
Board Leadership Structure22
How Director Nominees are Selected23
Board’s Role in Risk Oversight24
Board and Committee Self-Evaluations24
Majority Vote Director Resignation Policy25
Meetings25
How to Contact the Board25
Available Governance Materials26
BOARD COMMITTEES27
General27
Audit Committee27
Compensation Committee27
Nominating & Governance Committee28
Conflicts Committee28
Environmental and Safety Committee28
COMPENSATION OF DIRECTORS29
General29
Annual Cash Retainers29
Equity-Based Compensation30
Fees30
Stock Ownership Guidelines30
2025 Non-Employee Director Compensation31
Changes Following Fiscal Year End31
ITEM TWO:RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM32
AUDIT MATTERS33
Audit Committee Report33
Audit and Other Fees34

- 2026 Proxy Statement 2

Back to Contents

ITEM THREE:ADVISORY VOTE ON EXECUTIVE COMPENSATION35
COMPENSATION DISCUSSION AND ANALYSIS36
2025 Named Executive Officers36
2025 Say-on-Pay Advisory Vote36
Compensation Committee Responsiveness to Say-on-Pay Vote and Stockholder Feedback36
How to Communicate with our Board37
Compensation Philosophy and Objectives of Our Compensation Program37
Compensation Best Practices38
Implementing Our Compensation Program Objectives38
Elements of Direct Compensation41
Other Benefits49
2026 Material Compensation Decisions50
Other Matters51
Compensation Committee Report54
EXECUTIVE COMPENSATION TABLES55
2025 Summary Compensation Table55
Grants of Plan-Based Awards for Fiscal Year 202556
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table57
Outstanding Equity Awards at 2025 Fiscal Year-End58
Option Exercises and Stock Vested in Fiscal Year 202562
Pension Benefits62
Nonqualified Deferred Compensation62
Potential Payments Upon Termination or Change in Control63
Securities Authorized for Issuance Under Equity Compensation Plans72
Chief Executive Officer Pay Ratio73
Pay Versus Performance74
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT77
Beneficial Ownership77
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE78
RELATED PERSON TRANSACTIONS79
General79
Agreements with Antero Midstream Corporation79
Employment84
QUORUM AND VOTING85
Voting Stock85
Quorum85
Stockholder List85
Vote Required86
Default Voting87
Revoking Your Proxy87
Solicitation Expenses87
ADDITIONAL INFORMATION88
Stockholders Sharing an Address88
Stockholder Proposals and Director Nominations for the 2027 Annual Meeting88

- 2026 Proxy Statement 3

Back to Contents

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.