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 20, 2014 (May 20, 2014)
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
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)) |
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 Tuesday, May 20, 201 at 9:00 a.m. Central Time at the Norris Conference Center, Red Oak Ballroom A, 304 Houston Street in Fort Worth, Texas. As of March 28, 2014, the record date for the Annual Meeting, there were 163,759,495 shares of common stock issued and outstanding. A quorum of 150,349,862 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 nine nominees for directors to serve a term of one year to expire at the 2015 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 | |||||
| Anthony V. Dub |
138,203,731 | 99.18% | 848,066 | 293,666 | 11,004,399 | |||||
| V. Richard Eales |
138,282,405 | 99.23% | 771,030 | 292,028 | 11,004,399 | |||||
| Allen Finkelson |
137,710,903 | 98.82% | 1,342,473 | 292,087 | 11,004,399 | |||||
| James M. Funk |
138,552,161 | 99.43% | 435,769 | 357,533 | 11,004,399 | |||||
| Jonathan S. Linker |
138,045,558 | 99.06% | 1,007,414 | 292,491 | 11,004,399 | |||||
| Mary Ralph Lowe |
138,646,100 | 99.49% | 341,615 | 357,748 | 11,004,399 | |||||
| Kevin S. McCarthy |
136,752,273 | 98.13% | 2,233,880 | 359,310 | 11,004,399 | |||||
| John H. Pinkerton |
138,285,750 | 99.23% | 769,610 | 290,103 | 11,004,399 | |||||
| Jeffrey L. Ventura |
138,496,126 | 99.39% | 561,702 | 287,635 | 11,004,399 |
| 2. | Stockholders approved, on an advisory basis, the compensation of the Named Executive Officers. |
| Votes For |
% of Voted |
Votes Against |
Abstentions |
Broker Non-Votes | ||||
| 133,858,446 |
96.06% | 5,057,038 | 429,979 | 11,004,399 |
| 3. | Stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm, as set forth below: |
| Votes For |
% of Voted |
Votes Against |
Abstentions |
Broker Non-Votes | ||||
| 149,518,472 |
99.44% | 541,458 | 289,932 | — |
| 4. | The stockholder proposal seeking a report for investors on the Company’s policies and plans to set quantitative targets for methane emissions was withdrawn on May 19, 2014. On that date, Proposal 4 had received less than 10% of “Votes For” the proposal. |
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 20, 2014