Item 5.02
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
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Range Resources Corporation, a Delaware corporation (Range), Memorial Resource Development Corp., a Delaware corporation (MRD), and
Medina Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Range (Merger Sub), entered into an Agreement and Plan of Merger, dated May 15, 2016 (the Merger Agreement). Pursuant to the Merger
Agreement, and upon the terms and subject to the conditions set forth in the Merger Agreement, Range will acquire MRD in exchange for newly-issued shares of Range common stock, par value $0.01 per share (Range Common Stock), and Merger
Sub will be merged with and into MRD, with MRD continuing as the surviving entity and a direct wholly-owned subsidiary of Range (the Merger).
Pursuant to Section 2.6 of the Merger Agreement, contingent upon the Merger closing, Range has agreed to (a) increase the size of the Range board of
directors (the Range Board) by one member, effective as of the effective time of the Merger and (b) fill the Range Board vacancy created by that increase with one member of the existing MRD board of directors (the MRD
Board) who has been designated by the existing MRD Board, subject to the review by, and approval and recommendation of, the Governance and Nominating Committee of the Range Board (the Range Nominating Committee).
In accordance with Section 2.6 of the Merger Agreement, the MRD Board designated Robert A. Innamorati for consideration by the Range Nominating Committee
to be appointed to the Range Board, effective as of the consummation of the Merger. Mr. Innamorati currently serves as an independent MRD director and he has indicated his willingness to serve on the Range Board.
On June 27, 2016, at a joint meeting of the Range Nominating Committee and the Range Board, the Range Nominating Committee considered and unanimously
recommended the appointment of Mr. Innamorati as a member of the Range Board. After receiving the Range Nominating Committees recommendation that Mr. Innamorati be appointed to the Range Board, the Range Board, by unanimous vote,
contingent upon closing the Merger, increased the size of the Range Board by one director (for a total of ten directors) and appointed Mr. Innamorati to fill the open position on the Range Board.
Both the increase in the size of the Range Board and Mr. Innamoratis appointment are subject to, and effective upon, the completion of the Merger.
Therefore, if the Merger Agreement is terminated without the occurrence of the Merger, Mr. Innamorati will not serve as a Range director and the size of the Range Board will remain nine directors.
As Mr. Innamorati will serve as a non-employee director, subject to, and effective upon, the completion of the Merger, Range has not and will not enter
into an employment agreement with Mr. Innamorati. If Mr. Innamorati becomes a Range director, he will receive the same compensation as Ranges other non-employee directors, prorated as appropriate. In this regard, on the date he
becomes a Range director, Mr. Innamorati will receive an equity grant under Ranges 2005 Equity Based Compensation Plan consisting of a number of restricted shares of Range Common Stock (rounded to the nearest whole share) equal to a
prorated annual director dollar value, divided by the closing price for the Range Common Stock on the date that his appointment becomes effective.
The
Range Board determined that there are no conflicts of interest or related party transactions preventing Mr. Innamorati from serving on the Range Board and further determined that he qualifies as an independent director under the New
York Stock Exchange definition of the term independent and the Securities and Exchange Commissions definition of non-employee director.
The completion of the Merger is subject to the satisfaction or waiver of certain closing conditions as further described in Ranges Current Report on
Form 8-K as filed with the Securities and Exchange Commission on May 19, 2016, which is incorporated herein by reference.