Current Report Filing (8-k)
08 Juni 2023 - 10:50PM
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2023-06-06
2023-06-06
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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 6, 2023
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 |
|
Trading
symbol(s) |
|
Name of each exchange on which registered |
| 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 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
As further described below in Item 5.07 of this
Current Report on Form 8-K, on June 6, 2023, at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of
Antero Resources Corporation (the “Company”), the Company’s stockholders approved an amendment (the “Amendment”)
to the Company’s Second Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer
exculpation. On June 8, 2023, the Company filed the Amendment with the Secretary of State of the State of Delaware, and the Amendment
became effective upon filing.
A description of the Amendment is set forth in
the Company’s definitive proxy statement, which was filed with the Securities and Exchange Commission (the “SEC”) on
April 27, 2023 (the “Proxy”) in the section entitled “Item 4: Amendment to Antero’s Charter to Reflect Officer
Exculpation,” which description is incorporated herein by reference. The description is qualified in its entirety by reference to
the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated
herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the Company’s stockholders
were requested to (i) elect three Class I members of the Company’s Board of Directors to serve until the Company’s
2026 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, 2023; (iii) approve, on an advisory basis, the compensation of the Company’s
named executive officers; and (iv) approve the amendment to the Company’s amended and restated certificate of incorporation
to reflect new Delaware law provisions regarding officer exculpation. Each of these items is more fully described in the Proxy.
The results of the matters voted upon at the Annual
Meeting are as follows:
Proposal
No. 1 - Election of Class I Directors: Votes regarding the persons elected as Class I directors were as follows:
| Nominee | |
For | |
Withheld | |
Broker Non-Votes | |
| Paul M. Rady | |
| 159,453,525 | |
| 72,062,147 | |
| 29,943,631 | |
| Thomas B. Tyree, Jr. | |
| 174,075,189 | |
| 57,440,483 | |
| 29,943,631 | |
| Brenda R. Schroer | |
| 177,984,255 | |
| 53,531,417 | |
| 29,943,631 | |
Proposal
No. 2 — Ratification of the Appointment of KPMG LLP: The voting results were as follows:
| For | | |
Against | | |
Abstain | |
| | 258,240,983 | | |
| 2,396,674 | | |
| 821,646 | |
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 | |
| | 121,146,756 | | |
| 108,744,084 | | |
| 1,624,832 | | |
| 29,943,631 | |
Proposal
No. 4 — Approval of the Amendment to the Company’s amended and restated certificate of incorporation to reflect new Delaware
law provisions regarding officer exculpation: The voting results were as follows:
| For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| | 201,125,568 | | |
| 29,444,411 | | |
| 945,693 | | |
| 29,943,631 | |
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.
| |
ANTERO RESOURCES CORPORATION |
| |
|
|
| |
|
|
| |
By: |
/s/ Michael N. Kennedy |
| |
|
Michael N. Kennedy |
| |
|
Chief Financial Officer and Senior Vice President – Finance |
Dated: June 8, 2023
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