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Form 8-K ANTERO RESOURCES Corp For: Jun 07

June 8, 2022 4:38 PM EDT

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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): June 7, 2022

 

 

 

ANTERO RESOURCES CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware   001-36120   80-0162034
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification Number)

 

1615 Wynkoop Street

Denver, Colorado 80202

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s Telephone Number, Including Area Code (303) 357-7310

 

 

 

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:

 

¨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))

 

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

 

Title of each class on which registered

Trading symbol(s)

Name of each exchange
Common Stock, par value $0.01 Per Share AR New York Stock Exchange

 

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 5.07 Submission of Matters to a Vote of Security Holders.

 

Antero Resources Corporation (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) on June 7, 2022. At the Annual Meeting, the Company’s stockholders were requested to (i) elect three Class III members of the Company’s Board of Directors to serve until the Company’s 2025 annual meeting of stockholders; (ii) ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022; (iii) approve, on an advisory basis, the compensation of the Company’s named executive officers; and (iv) approve, on an advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers. Each of these items is more fully described in the Company’s definitive proxy statement, which was filed with the Securities and Exchange Commission (the “SEC”) on April 28, 2022, and supplement to the Company’s definitive proxy statement, which was filed with the SEC on May 3, 2022.

 

The results of the matters voted upon at the Annual Meeting are as follows:

 

Proposal No. 1 - Election of Class III Directors: Votes regarding the persons elected as Class III directors were as follows:

 

Nominee  For   Withheld   Broker Non-Votes 
Robert J. Clark   219,140,612    7,655,186    37,372,655 
Benjamin A. Hardesty   156,757,296    70,038,502    37,372,655 
Vicky Sutil   222,052,144    4,743,654    37,372,655 

 

Proposal No. 2 — Ratification of the Appointment of KPMG LLP: The voting results were as follows:

 

For   Against   Abstain 
 263,326,305    584,568    257,580 

 

Proposal No. 3 — Approval of the Compensation, on an Advisory Basis, of the Company’s Named Executive Officers: The voting results were as follows:

 

For   Against   Abstain   Broker Non-Votes 
 221,317,163    5,040,662    437,973    37,372,655 

 

Proposal No. 4 — Approval, on an Advisory Basis, of the Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers: The voting results were as follows:

 

One Year   Two Years   Three Years   Abstain   Broker Non-Votes 
 215,629,829    371,737    10,390,791    403,441    37,372,655 

 

The Company has determined that it will hold an advisory vote on executive compensation on an annual basis until the next stockholder advisory vote on this matter.

 

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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.

 

  ANTERO RESOURCES CORPORATION
   
  By: /s/ Michael N. Kennedy
    Michael N. Kennedy
    Chief Financial Officer and Senior Vice President –Finance
   
Dated: June 8, 2022  

 

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