8-K 1 rrc-8k_20180516.htm SCUCCHI APPOINTED AS CFO rrc-8k_20180516.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 16, 2018 (May 16, 2018)

 

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

Fort 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))

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

On May 16, 2018, the Board of Directors of Range Resources Corporation (the “Company’) appointed Mr. Mark Scucchi to serve as Senior Vice President and Chief Financial Officer of the Company. As previously announced, Mr. Scucchi replaces Mr. Roger Manny, who retired from the Company as its Chief Financial Officer, effective May 16, 2018. In connection with Mr. Scucchi’s promotion, his salary was increased to $415,000, effective May 16, 2018.

ITEM 5.07  Submission of Matters to a Vote of Security Holders.

The annual stockholders meeting (the “Annual Meeting”) of the Company was held on Wednesday, May 16, 2018 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 23, 2018, the record date for the Annual Meeting, there were 249,236,194 shares of common stock issued and outstanding. A quorum of 221,898,633 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 ten nominees for directors to serve a term of one year to expire at the 2019 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

   

158,606,949

84.89%

   

28,214,825

   

242,512

   

34,834,347

Anthony V. Dub

   

126,705,593

67.77%

   

60,237,385

   

121,308

   

34,834,347

Allen Finkelson

   

119,319,689

63.82%

   

67,616,270

   

128,327

   

34,834,347

James M. Funk

   

159,992,888

85.63%

   

26,837,957

   

233,441

   

34,834,347

Christopher A. Helms

   

159,915,737

85.59%

   

26,913,967

   

234,582

   

34,834,347

Robert A. Innamorati

   

133,616,916

71.52%

   

53,204,038

   

243,332

   

34,834,347

Greg G. Maxwell

   

160,052,448

85.67%

   

26,767,387

   

244,451

   

34,834,347

Kevin S. McCarthy

   

120,170,880

64.28%

   

66,767,608

   

125,798

   

34,834,347

Steffen E. Palko

   

160,096,052

85.69%

   

26,734,546

   

233,688

   

34,834,347

Jeffrey L. Ventura

   

161,646,334

86.46%

   

25,307,088

   

110,864

   

34,834,347

 

2.

Stockholders approved, on an advisory basis, the compensation philosophy, policies and procedures of the Named Executive Officers.

Votes For

% of Voted

 

Votes Against

 

Abstentions

 

Broker Non-Votes

149,263,534

82.19%

 

32,330,322

 

5,470,430

 

34,834,347

 

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

215,698,941

97.26%

 

6,073,699

 

125,993

 

—

 

4.

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

Votes For

% of Voted

 

Votes Against

 

Abstentions

 

Broker Non-Votes

66,723,752

35.87%

 

119,280,427

 

1,060,107

 

34,834,347

 

5.

The stockholder proposal requesting preparation of a report regarding methane emissions was approved:

Votes For

% of Voted

 

Votes Against

 

Abstentions

 

Broker Non-Votes

90,965,093

50.25%

 

90,026,536

 

6,072,657

 

34,834,347


 

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 16, 2018