Current Report Filing (8-k)
May 05 2021 - 4:26PM
Edgar (US Regulatory)
0001433270
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0001433270
2021-04-30
2021-04-30
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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):
April 30, 2021
ANTERO RESOURCES CORPORATION
(Exact name of registrant as specified in
its charter)
Delaware
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001-36120
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80-0162034
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File
Number)
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(IRS Employer
Identification Number)
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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:
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¨
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the
Act:
Title of each class
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Trading symbol(s)
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Name of each exchange
on which
registered
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Common Stock, par value $0.01 Per Share
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AR
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New York Stock Exchange
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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. ¨
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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On May 5, 2021, Antero Resources Corporation
(the “Company”) announced that its board of directors (the “Board”), upon the recommendation of its
Nominating and Governance Committee, appointed Brenda R. Schroer to the Board as a Class I director effective as of April 30, 2021.
Also effective April 30, 2021, Ms. Schroer was appointed to serve on the Board’s Audit Committee, Compensation Committee and
Nominating & Governance Committee, and, following the completion of the Company’s 2021 Annual Meeting of Stockholders , will serve as Chairperson of the Audit Committee.
The Board determined that Ms. Schroer meets the independence requirements under the rules of the New York Stock Exchange and the
Company’s independence standards, and that there are no transactions between the Company and Ms. Schroer that would require
disclosure under Item 404(a) of Regulation S-K. There are no understandings or arrangements between Ms. Schroer and any other person
pursuant to which Ms. Schroer was selected to serve as a director of the Board.
Ms. Schroer will receive the standard non-employee
director compensation for serving on the Board and committees of the Board. The specific terms of such compensation are described further
in the Company’s annual proxy statement that was filed with the Securities and Exchange Commission on April 28, 2021.
In connection with the appointment of Ms. Schroer
as a member of the Board, the Company entered into an Indemnification Agreement with Ms. Schroer pursuant to which the Company agreed
to indemnify Ms. Schroer to the fullest extent permitted under Delaware law against liability that may arise by reason of her service
to the Company and to advance her expenses incurred as a result of any proceeding against her to which she could be indemnified.
The foregoing description is qualified in its
entirety by reference to the full text of such Indemnification Agreement, the form of which is filed as Exhibit 10.1 to the Company’s
Current Report on Form 8-K filed on April 17, 2018 and incorporated in this Item 5.02 by reference.
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Item 9.01
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Financial Statements and Exhibits
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(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.
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ANTERO RESOURCES CORPORATION
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By
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/s/ Michael N. Kennedy
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Michael N. Kennedy
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Chief Financial Officer and Senior Vice President –Finance
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Dated: May 5, 2021
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