Additional Proxy Soliciting Materials (definitive) (defa14a)
03 Mai 2022 - 12:18PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934 (Amendment
No. )
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Filed by the Registrant |
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Filed by a Party other than the Registrant |
Check the appropriate box: |
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under §240.14a-12 |

ANTERO RESOURCES CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box): |
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No fee required. |
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Fee paid previously with preliminary materials. |
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Fee computed on table in exhibit required by Item 25(b) per
Exchange Act Rules 14a-6(i)(1) and 0-11. |

JUNE 7, 2022
8:30 A.M. Mountain Time
Antero Principal Executive Offices
1615 Wynkoop Street
Denver, CO 80202
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AMENDED
NOTICE
of 2022 Annual Meeting
of Shareholders
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The 2022 Annual Meeting of Stockholders of Antero Resources
Corporation (“Antero”) will be held online on Tuesday, June 7,
2022, at 8:30 A.M. Mountain Time. The Annual Meeting is being held
for the purposes listed below:
AGENDA
1. |
Elect the
three Class III members of Antero Resources Corporation’s Board of
Directors (the “Board”) named in this Proxy Statement to serve
until Antero’s 2025 Annual Meeting of Stockholders, |
2. |
Ratify the
appointment of KPMG LLP as Antero’s independent registered public
accounting firm for the year ending December 31, 2022, |
3. |
Approve, on an
advisory basis, the compensation of Antero’s named executive
officers, |
4. |
Approve, on an
advisory basis, the preferred frequency of advisory votes on
executive compensation, and |
5. |
Transact other such business as may
properly come before the meeting and any adjournment or
postponement thereof. |
These proposals are described in the accompanying proxy
materials.
RECORD DATE
April 18, 2022
By
order of the Board of Directors,

Yvette K. Schultz
Chief Compliance Officer, Senior Vice President—Legal, General Counsel
and Secretary
WHO MAY VOTE:
You will be able to vote at the Annual Meeting only if you were a
stockholder of record at the close of business on April 18, 2022,
the record date for the Annual Meeting. The Board requests your
proxy for the Annual Meeting, which will authorize the individuals
named in the proxy to represent you and vote your shares at the
Annual Meeting or any adjournment or postponement thereof.
HOW TO RECEIVE ELECTRONIC DELIVERY OF FUTURE ANNUAL MEETING
MATERIALS:
Pursuant to rules adopted by the Securities and Exchange
Commission, we have elected to provide access to our proxy
solicitation materials electronically, rather than mailing paper
copies of these materials to each stockholder. Beginning on April
28, 2022, we will mail to each stockholder a Notice of Internet
Availability of Proxy Materials with instructions on how to access
the proxy materials, vote, or request paper copies.
IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY
MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE
7, 2022:
This Notice of Annual Meeting and Proxy Statement and the Company’s
Annual Report on Form 10-K for the year ended December 31, 2021
(the “Form 10-K”) are available on our website free of charge at
www.anteroresources.com in the “SEC Filings” subsection of
the “Investors” section.
YOUR VOTE IS IMPORTANT
Your vote is important. We urge you to review the accompanying
Proxy Statement carefully and to submit your proxy as soon as
possible so that your shares will be represented at the
meeting.
REVIEW YOUR PROXY STATEMENT
AND
VOTE IN ONE OF FOUR WAYS: |
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If
you are a registered stockholder as of the record date, you may
vote your shares or submit a proxy to have your shares voted by one
of the following methods: |
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INTERNET
Use
the website listed
on the Notice of Internet
Availability (the
“Notice”)
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BY
TELEPHONE
Use the toll-free number
listed on the Notice
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BY MAIL
Sign, date and return
your proxy card in the
provided pre-addressed
envelope
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DURING THE
ANNUAL MEETING
Vote online during the
Annual Meeting. See page
10 of the Proxy Statement
for instructions on how to
attend online
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Explanatory Note
On April 28, 2022, Antero Resources Corporation (”Antero”)
filed with the Securities and Exchange Commission (the “SEC”) its
Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”)
and the related proxy card (the “Proxy Card”) for the 2022 Annual
Meeting of Stockholders. This supplement to the Proxy Statement and
Proxy Card (the “Supplement”) is being filed to add a new Item Four
and submit a proposal to our stockholders for an advisory vote on
the preferred frequency with which we should include an
advisory say-on-pay vote in our proxy materials for
future stockholder meetings. Item Four was inadvertently omitted
from the Proxy Statement and Proxy Card when originally filed with
the SEC, and this filing corrects that omission. Other than the
addition of Item Four to the Proxy Statement, the Proxy Card and
the Notice of the Annual Meeting, no other changes have been made
to the Proxy Statement or the Proxy Card, and they continue to be
in full force and effect as originally filed and continue to seek
the vote of stockholders for the proposals to be voted on at the
Annual Meeting.
This Supplement should be read together with the Proxy Statement,
which should be read in its entirety. Capitalized terms used but
not otherwise defined in this Supplement have the meanings ascribed
to them in the Proxy Statement.
2022 Proxy Statement Supplement
This Supplement supplements and amends the Proxy Statement to
(i) add a new Item Four to the Proxy Statement that provides
for an advisory vote on the preferred frequency with which we
should include an advisory say-on-pay vote in our proxy
materials for future stockholder meetings, and (ii) update the
Notice of 2022 Annual Meeting of Shareholders to add the new Item
Four. This Supplement and a revised proxy card (the “Revised Proxy
Card”) are being made available to stockholders beginning on or
about May 2, 2022. This Supplement does not provide all of the
information that you should read and consider before voting on all
of the proposals that are being presented to stockholders for their
vote at the Annual Meeting. Additional information is contained in
the Proxy Statement. To the extent that the information in this
Supplement differs from, updates or conflicts with the information
contained in the Proxy Statement, the information in this
Supplement shall amend and supersede the information in the Proxy
Statement. Except as so amended or superseded, all information set
forth in the Proxy Statement remains unchanged and important for
your consideration before voting. Accordingly, we encourage you to
read this Supplement carefully and in its entirety, together with
the Proxy Statement.
With respect to Item Four, stockholders may vote to have the
say-on-pay vote every one year, every two years, every three years
or abstain from voting in response to the resolution set forth
below. The affirmative vote of a plurality of the shares present in
person or represented by proxy at the Annual Meeting and entitled
to vote on this matter will be deemed to be the frequency preferred
by the stockholders. Abstentions will have no effect on the
vote.
Item Four is a “non-routine” matter. Accordingly, if you
hold shares beneficially in “street name” and do not provide your
broker with voting instructions as to Item Four, your shares may
constitute “broker non-votes” as to Item Four.
Broker non-votes occur on a matter when a broker is not
permitted to vote on that matter without instructions from the
beneficial owner and instructions are not given. Broker non-votes
will have no effect on the vote.
ITEM FOUR: ADVISORY VOTE ON PREFERRED FREQUENCY OF ADVISORY VOTES
ON EXECUTIVE COMPENSATION
As described in Item Three above, our stockholders are being
provided the opportunity to cast an advisory vote on our executive
compensation program. The advisory vote on executive compensation
described in Item Three above is referred to as a “say-on-pay”
vote.
Pursuant to Section 14A of the Exchange Act, this Item Four
affords stockholders the opportunity to cast an advisory vote on
how often we should include a say-on-pay vote in our proxy
materials for future annual stockholder meetings (or a special
stockholder meeting for which we must include executive
compensation information in the proxy statement for that meeting).
We believe that say-on-pay votes should be conducted every year so
that stockholders may provide us with direct and timely input on
our executive compensation program. Please note that this vote is
advisory and not binding on Antero or the Board in any way. The
Board and the Compensation Committee will take into account the
outcome of the vote, however, when considering the frequency of
future advisory votes on executive compensation. The Board may
decide now or in the future that it is in the best interests of our
stockholders and our company to hold an advisory vote on executive
compensation on a different frequency than the frequency receiving
the most votes cast by our stockholders.
Under this Item Four, stockholders may vote to have the say-on-pay
vote every one year, every two years, every three years or
abstain from voting in response to the resolution set forth
below.
"RESOLVED, that the shareholders determine, on an advisory basis,
whether the preferred frequency of an advisory vote on the
executive compensation of Antero’s named executive officers as set
forth in the company's proxy statement should be every year, every
two years, or every three years."
The proxy card provides stockholders with the opportunity to choose
among four options (holding the vote every one, two or three years,
or abstaining) and, therefore, stockholders will not be voting to
approve or disapprove the recommendation of the Board.
THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE FOR THE OPTION OF
"ONE YEAR" AS THE PREFERRED FREQUENCY FOR ADVISORY VOTES ON
EXECUTIVE COMPENSATION.



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