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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 5.07Submission 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 

 

2

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
No.		   Description
     
3.1   Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of Antero Resources Corporation, dated June 8, 2023.
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

3

 

 

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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