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): December 13, 2019

Montage Resources Corporation

(Exact name of Registrant as Specified in Its Charter)

Registrant’s Telephone Number, Including Area Code: (469) 444-1647

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

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).

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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 13, 2019, Michael Jennings notified the Board of Directors (the “Board”) of Montage Resources Corporation (the “Company”) of his decision to resign from the Board, effective that date.  Mr. Jennings stated that he resigned from the Board to focus on his new role as Chief Executive Officer and President of HollyFrontier Corporation (“HollyFrontier”), to which he was appointed effective as of January 1, 2020, as announced by HollyFrontier on November 15, 2019.  At the time of his resignation, Mr. Jennings served as Chairman of the Board and as a member of the Board’s Audit and Compensation Committees.

In connection with Mr. Jennings’ resignation from the Board, the size of the Board was reduced from ten members to nine members, Randall Albert, currently a member of the Board, was appointed as Chairman of the Board and as a member of the Board’s Compensation Committee and Don Dimitrievich, currently a member of the Board, was appointed as a member of the Board’s Audit Committee.

Item 7.01Regulation FD Disclosure.

On December 16, 2019, the Company issued a press release announcing the resignation of Michael Jennings as Chairman of the Board and the appointment of Randall Albert as new Chairman of the Board.  A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified therein as being incorporated therein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

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.