rrc-8k_20170517.htm

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)

 

 

Delaware

 

001-12209

 

34-1312571

(State or other jurisdiction of
incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

 

 

 

 

 

100 Throckmorton, Suite 1200

Ft. Worth, Texas

 

76102

(Address of principal executive offices)

 

(Zip Code)

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):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Emerging Growth Company

 

 

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.

 


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:

 

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:

Name

 

Votes For

% of Voted

 

Votes Against

 

Abstentions

 

Broker Non-Votes

Brenda A. Cline

 

183,580,236

92.63%

 

14,528,553

 

69,286

 

20,809,589

Anthony V. Dub

 

175,739,552

88.67%

 

22,384,197

 

54,326

 

20,809,589

Allen Finkelson

 

173,428,528

87.51%

 

24,693,114

 

56,433

 

20,809,589

James M. Funk

 

187,212,162

94.46%

 

10,901,640

 

64,273

 

20,809,589

Christopher A. Helms

 

185,361,740

93.53%

 

12,750,565

 

65,770

 

20,809,589

Robert A. Innamorati

 

191,257,639

96.50%

 

6,847,224

 

73,212

 

20,809,589

Mary Ralph Lowe

 

181,155,865

91.41%

 

16,951,479

 

70,731

 

20,809,589

Greg G. Maxwell

 

185,678,495

93.69%

 

12,430,804

 

68,776

 

20,809,589

Kevin S. McCarthy

 

170,631,781

86.10%

 

27,484,944

 

61,350

 

20,809,589

Steffen E. Palko

 

186,140,326

93.92%

 

11,965,099

 

72,650

 

20,809,589

Jeffrey L. Ventura

 

183,299,167

92.49%

 

14,730,241

 

148,667

 

20,809,589

 

 

2.

Stockholders approved, on an advisory basis, the compensation philosophy, policies and procedures of the Named Executive Officers (“Say on Pay”).

Votes For

% of Voted

 

Votes Against

 

Abstentions

 

Broker Non-Votes

136,258,472

68.75%

 

61,759,555

 

160,048

 

20,809,589

 

 

3.

Stockholders approved, on an advisory basis, the frequency of presentation of future Say on Pay votes.

Votes For 1 Year

 

Votes for 2 Years

 

Votes for 3 Years

 

Abstentions

192,040,985

 

168,572

 

5,843,727

 

124,791

 

 

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:

Votes For

% of Voted

 

Votes Against

 

Abstentions

 

Broker Non-Votes

215,228,383

98.28%

 

3,650,921

 

108,360

 

 

 

5.

The stockholder proposal requesting publication of a political spending report was not approved:

Votes For

% of Voted

 

Votes Against

 

Abstentions

 

Broker Non-Votes

72,114,271

36.38%

 

123,409,092

 

2,654,712

 

20,809,589

 



SIGNATURES

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.

 

RANGE RESOURCES CORPORATION

 

 

 

 

 

 

By:

/s/ David P. Poole

 

David P. Poole

 

Senior Vice President-General Counsel and Corporate Secretary

 

 

Date:  May 17, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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