Range Resources Corp. Files Definitive Proxy Statement

Ticker: RRC · Form: DEF 14A · Filed: Mar 29, 2024 · CIK: 315852

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Executive Compensation, Shareholder Meeting, Range Resources

TL;DR

<b>Range Resources Corp. has filed its Definitive Proxy Statement for the period ending May 8, 2024.</b>

AI Summary

RANGE RESOURCES CORP (RRC) filed a Proxy Statement (DEF 14A) with the SEC on March 29, 2024. Range Resources Corp. filed a Definitive Proxy Statement (DEF 14A) on March 29, 2024. The filing covers the period ending May 8, 2024. The company's fiscal year ends on December 31. Range Resources Corp. was formerly known as Lomak Petroleum Inc., with a name change on July 3, 1992. The filing includes data related to executive compensation and equity awards for Jeffrey L. Ventura and Dennis L. Degner across multiple years (2020-2023).

Why It Matters

For investors and stakeholders tracking RANGE RESOURCES CORP, this filing contains several important signals. This DEF 14A filing provides shareholders with information regarding upcoming proxy matters, including executive compensation details and voting recommendations. Shareholders can review executive compensation data, including equity awards and their year-over-year changes, to inform their voting decisions.

Risk Assessment

Risk Level: low — RANGE RESOURCES CORP shows low risk based on this filing. The filing is a routine DEF 14A, which is standard for public companies and does not indicate any unusual financial or operational distress.

Analyst Insight

Review the executive compensation details and voting recommendations within the DEF 14A to make informed decisions at the upcoming shareholder meeting.

Executive Compensation

NameTitleTotal Compensation
Jeffrey L. VenturaMember
Dennis L. DegnerMember

Key Numbers

Key Players & Entities

FAQ

When did RANGE RESOURCES CORP file this DEF 14A?

RANGE RESOURCES CORP filed this Proxy Statement (DEF 14A) with the SEC on March 29, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by RANGE RESOURCES CORP (RRC).

Where can I read the original DEF 14A filing from RANGE RESOURCES CORP?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by RANGE RESOURCES CORP.

What are the key takeaways from RANGE RESOURCES CORP's DEF 14A?

RANGE RESOURCES CORP filed this DEF 14A on March 29, 2024. Key takeaways: Range Resources Corp. filed a Definitive Proxy Statement (DEF 14A) on March 29, 2024.. The filing covers the period ending May 8, 2024.. The company's fiscal year ends on December 31..

Is RANGE RESOURCES CORP a risky investment based on this filing?

Based on this DEF 14A, RANGE RESOURCES CORP presents a relatively low-risk profile. The filing is a routine DEF 14A, which is standard for public companies and does not indicate any unusual financial or operational distress.

What should investors do after reading RANGE RESOURCES CORP's DEF 14A?

Review the executive compensation details and voting recommendations within the DEF 14A to make informed decisions at the upcoming shareholder meeting. The overall sentiment from this filing is neutral.

How does RANGE RESOURCES CORP compare to its industry peers?

Range Resources Corp. operates in the Crude Petroleum & Natural Gas industry.

Are there regulatory concerns for RANGE RESOURCES CORP?

This filing is a standard DEF 14A, a type of proxy statement required by the SEC for public companies.

Industry Context

Range Resources Corp. operates in the Crude Petroleum & Natural Gas industry.

Regulatory Implications

This filing is a standard DEF 14A, a type of proxy statement required by the SEC for public companies.

What Investors Should Do

  1. Review the executive compensation details for Jeffrey L. Ventura and Dennis L. Degner.
  2. Analyze the equity award data and year-over-year changes for the period 2020-2023.
  3. Understand the voting matters presented in the proxy statement for the upcoming shareholder meeting.

Key Dates

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure. No specific comparison to a prior filing's financial performance is available in this document.

Filing Stats: 4,411 words · 18 min read · ~15 pages · Grade level 15 · Accepted 2024-03-29 16:08:41

Key Financial Figures

Filing Documents

Security Ownership of Certain

Security Ownership of Certain Beneficial Owners 30 Delinquent Section 16(a) Reports 30 PROPOSAL 2 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION 31 Required Vote and Recommendation 31 Compensation Discussion and Analysis 32 EXECUTIVE SUMMARY 33 HOW WE DETERMINE EXECUTIVE COMPENSATION 36 2023 COMPENSATION PROGRAM ELEMENTS 39 2024 COMPENSATION PROGRAM 46 COMPENSATION POLICIES AND PRACTICES 49 Compensation Committee Report 50 EXECUTIVE COMPENSATION TABLES 51 Summary Compensation Table 51 Pay Versus Performance 52 Pay-For-Performance Alignment 55 CAP Versus Total Stockholder Return 55 CAP Versus Net Income (Loss) 55 CAP Versus Net Debt 56 RANGE RESOURCES CORPORATION - 2024 Proxy Statement 3 Back to Contents CEO Pay Ratio of 35 to 1 57 Grants of Plan-Based Awards in 2023 58 Outstanding Equity Awards at 2023 Fiscal Year-End 60 Option Exercises and Stock Vested in 2023 61 Non-Qualified Deferred Compensation Plan 62 Potential Payments upon Termination and Change in Control 66 Other Post-Employment Payments 69 Equity Compensation Plan Information 70 PROPOSAL 3 APPROVAL OF AN AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR OFFICER EXCULPATION 71 Key Features of the Amendment 71 Required Vote and Recommendation 72 PROPOSAL 4 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 73 Required Vote and Recommendation 73 Report of the Audit Committee 74 Independent Registered Public Accountants 75 Audit Fees 75 Tax Fees 75 Pre-Approval Policy and Procedures 75 OTHER

BUSINESS

BUSINESS 76 STOCKHOLDER PROPOSALS FOR 2025 ANNUAL MEETING 76 FREQUENTLY ASKED QUESTIONS AND ANSWERS 77 Proxy Materials and Voting Information 77 Company Documents, Communications and Stockholder Proposals 81 ANNEX A 82 ANNEX B 84 ANNEX C 85 RANGE RESOURCES CORPORATION - 2024 Proxy Statement 4 Back to Contents PROXY SUMMARY This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all the information that you should consider and you should read the entire proxy statement carefully before voting. For more complete information regarding our 2023 performance, please review our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 . 2024 ANNUAL MEETING INFORMATION Your Vote Is Very Important – VOTE TODAY It is important that you vote. Please carefully review the proxy materials for the 2024 Annual Meeting and follow the instructions below to cast your vote on all of the voting matters. Voting Matters and Board Recommendations RANGE RESOURCES CORPORATION - 2024 Proxy Statement 5 Back to Contents Board Nominees and Committee Memberships Committee Membership Name Age Director Since Principal Occupation Audit Compensation ESG and Safety Governance and Nominating Brenda A. Cline Independent 63 2015 Chief Financial Officer, Treasurer and Secretary of the Chair Kimbell Art Foundation Chair Margaret K. Dorman Independent 60 2019 Former EVP, Chief Financial Officer and Treasurer of Smith International, Inc. Chair James M. Funk Independent 74 2008 Former Senior Vice President of Equitable Resources Chair Steve D. Gray Independent 64 2018 Former Chief Executive Officer of RSP Permian, Inc. Chair Charles G. Griffie Independent 51 2023 Former SVP Engineering and Operations, Western Midstream Partners Greg G. Maxwell Independent Chairman 67 2015 Former Executive Vice President

Executive Compensation Overview Program Summary

Executive Compensation Overview Program Summary The Compensation Committee believes that a program weighted toward variable, at-risk compensation helps align the interest of management and stockholders. The chart below illustrates our CEO's 2023 at-risk compensation. A significant portion of reported compensation is an incentive for future performance and realized only if Range meets certain performance measures. Mr. Degner was appointed President and Chief Executive Officer on May 10, 2023. CEO COMPENSATION MIX IN 2023 (1) (1) Amounts shown reflect salary paid in 2023. Annual Cash Incentive Award for 2023, which was paid in 2024 based on 2023 performance and the grant date fair value of Long-Term Incentive Awards granted in 2023. Environmental, Social and Governance (ESG) Our investors are interested in how sustainability is integrated into our business objectives and corporate culture. In our annual board outreach, we reviewed our progress against stated corporate objectives and covered topics from our 2022 - 2023 Corporate Sustainability Report ("CSR"), which is available on our company website. We believe our focus on balance sheet strength, full-cycle costs and environmental performance positions us to sustainably create value for our stockholders through commodity cycles. We remain focused on our direct emissions through continued emissions reduction efforts, including evaluation and implementation of new technology and engineering solutions along with appropriate carbon offsets. The 2022-2023 CSR is not incorporated by reference herein or otherwise made a part of this Proxy Statement or any other filings with the SEC. Highlights from our 2022 - 2023 CSR are summarized below: RANGE RESOURCES CORPORATION - 2024 Proxy Statement 10 Back to Contents ESG Highlights ENVIRONMENTAL STEWARDSHIP We continue to make progress with our goal of Net Zero Scope 1 and Scope 2 GHG Emissions by 2025 through continued GHG emissions reduction efforts, includin

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