Additional Proxy Soliciting Materials (definitive) (defa14a)
May 03 2022 - 6:18AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities
Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant |
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Filed by a Party other than the Registrant |
Check the appropriate box: |
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under §240.14a-12 |
ANTERO RESOURCES CORPORATION
(Name of Registrant as Specified In Its
Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box): |
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No fee required. |
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Fee paid previously with preliminary materials. |
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Fee computed on table in exhibit required by Item 25(b) per Exchange
Act Rules 14a-6(i)(1) and 0-11. |
JUNE 7, 2022
8:30 A.M. Mountain Time
Antero Principal
Executive Offices
1615 Wynkoop Street
Denver, CO 80202
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AMENDED
NOTICE
of 2022 Annual Meeting
of Shareholders
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The 2022 Annual Meeting of Stockholders of Antero Resources Corporation (“Antero”) will be held
online on Tuesday, June 7, 2022, at 8:30 A.M. Mountain Time. The Annual Meeting is being held for the purposes listed below:
AGENDA
1. |
Elect the three Class III members of Antero Resources Corporation’s Board of Directors (the “Board”)
named in this Proxy Statement to serve until Antero’s 2025 Annual Meeting of Stockholders, |
2. |
Ratify the appointment of KPMG LLP as Antero’s independent registered public accounting firm for the
year ending December 31, 2022, |
3. |
Approve, on an advisory basis, the compensation of Antero’s named executive officers, |
4. |
Approve, on an advisory basis, the preferred frequency of advisory votes on executive compensation, and |
5. |
Transact other such business as may properly come before the meeting and any adjournment or postponement thereof. |
These proposals are described in the accompanying proxy materials.
RECORD DATE
April 18, 2022
By order of the Board of Directors,
Yvette K. Schultz
Chief Compliance Officer, Senior Vice President—Legal,
General Counsel and Secretary
WHO MAY VOTE:
You will be able to vote at the Annual Meeting only if you were a stockholder of record at the close of business
on April 18, 2022, the record date for the Annual Meeting. The Board requests your proxy for the Annual Meeting, which will authorize
the individuals named in the proxy to represent you and vote your shares at the Annual Meeting or any adjournment or postponement
thereof.
HOW TO RECEIVE ELECTRONIC DELIVERY OF FUTURE ANNUAL MEETING MATERIALS:
Pursuant to rules adopted by the Securities and Exchange Commission, we have elected to provide access to
our proxy solicitation materials electronically, rather than mailing paper copies of these materials to each stockholder. Beginning
on April 28, 2022, we will mail to each stockholder a Notice of Internet Availability of Proxy Materials with instructions on how
to access the proxy materials, vote, or request paper copies.
IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 7, 2022:
This Notice of Annual Meeting and Proxy Statement and the Company’s Annual Report on Form 10-K for the
year ended December 31, 2021 (the “Form 10-K”) are available on our website free of charge at www.anteroresources.com
in the “SEC Filings” subsection of the “Investors” section.
YOUR VOTE IS IMPORTANT
Your vote is important. We urge you to review the accompanying Proxy Statement carefully and to submit your
proxy as soon as possible so that your shares will be represented at the meeting.
REVIEW YOUR PROXY STATEMENT AND
VOTE IN ONE OF FOUR WAYS: |
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If you are a registered stockholder as of the record date, you may vote your shares or submit a proxy to have
your shares voted by one of the following methods: |
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INTERNET
Use the website listed
on the Notice of Internet
Availability (the
“Notice”)
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BY
TELEPHONE
Use the toll-free number
listed on the Notice
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BY MAIL
Sign, date and return
your proxy card in the
provided pre-addressed
envelope
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DURING THE
ANNUAL MEETING
Vote online during the
Annual Meeting. See page
10 of the Proxy Statement
for instructions on how to
attend
online
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Explanatory Note
On April 28, 2022, Antero Resources Corporation
(”Antero”) filed with the Securities and Exchange Commission (the “SEC”) its Definitive Proxy Statement
on Schedule 14A (the “Proxy Statement”) and the related proxy card (the “Proxy Card”) for the 2022 Annual
Meeting of Stockholders. This supplement to the Proxy Statement and Proxy Card (the “Supplement”) is being filed to
add a new Item Four and submit a proposal to our stockholders for an advisory vote on the preferred frequency with which we should
include an advisory say-on-pay vote in our proxy materials for future stockholder meetings. Item Four was inadvertently
omitted from the Proxy Statement and Proxy Card when originally filed with the SEC, and this filing corrects that omission. Other
than the addition of Item Four to the Proxy Statement, the Proxy Card and the Notice of the Annual Meeting, no other changes have
been made to the Proxy Statement or the Proxy Card, and they continue to be in full force and effect as originally filed and continue
to seek the vote of stockholders for the proposals to be voted on at the Annual Meeting.
This Supplement should be read together
with the Proxy Statement, which should be read in its entirety. Capitalized terms used but not otherwise defined in this Supplement
have the meanings ascribed to them in the Proxy Statement.
2022 Proxy Statement Supplement
This Supplement supplements and amends
the Proxy Statement to (i) add a new Item Four to the Proxy Statement that provides for an advisory vote on the preferred
frequency with which we should include an advisory say-on-pay vote in our proxy materials for future stockholder meetings,
and (ii) update the Notice of 2022 Annual Meeting of Shareholders to add the new Item Four. This Supplement and a revised
proxy card (the “Revised Proxy Card”) are being made available to stockholders beginning on or about May 2,
2022. This Supplement does not provide all of the information that you should read and consider before voting on all of the proposals
that are being presented to stockholders for their vote at the Annual Meeting. Additional information is contained in the Proxy
Statement. To the extent that the information in this Supplement differs from, updates or conflicts with the information contained
in the Proxy Statement, the information in this Supplement shall amend and supersede the information in the Proxy Statement. Except
as so amended or superseded, all information set forth in the Proxy Statement remains unchanged and important for your consideration
before voting. Accordingly, we encourage you to read this Supplement carefully and in its entirety, together with the Proxy Statement.
With respect to Item Four, stockholders
may vote to have the say-on-pay vote every one year, every two years, every three years or abstain from voting in response to the
resolution set forth below. The affirmative vote of a plurality of the shares present in person or represented by proxy at the
Annual Meeting and entitled to vote on this matter will be deemed to be the frequency preferred by the stockholders. Abstentions
will have no effect on the vote.
Item Four is a “non-routine” matter.
Accordingly, if you hold shares beneficially in “street name” and do not provide your broker with voting instructions
as to Item Four, your shares may constitute “broker non-votes” as to Item Four. Broker non-votes occur
on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owner and instructions
are not given. Broker non-votes will have no effect on the vote.
ITEM FOUR: ADVISORY VOTE
ON PREFERRED FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION
As described in Item Three above, our stockholders
are being provided the opportunity to cast an advisory vote on our executive compensation program. The advisory vote on executive
compensation described in Item Three above is referred to as a “say-on-pay” vote.
Pursuant to Section 14A of the Exchange
Act, this Item Four affords stockholders the opportunity to cast an advisory vote on how often we should include a say-on-pay vote
in our proxy materials for future annual stockholder meetings (or a special stockholder meeting for which we must include executive
compensation information in the proxy statement for that meeting). We believe that say-on-pay votes should be conducted every year
so that stockholders may provide us with direct and timely input on our executive compensation program. Please note that this vote
is advisory and not binding on Antero or the Board in any way. The Board and the Compensation Committee will take into account
the outcome of the vote, however, when considering the frequency of future advisory votes on executive compensation. The Board
may decide now or in the future that it is in the best interests of our stockholders and our company to hold an advisory vote on
executive compensation on a different frequency than the frequency receiving the most votes cast by our stockholders.
Under this Item Four, stockholders may vote
to have the say-on-pay vote every one year, every two years, every three years or abstain from voting in response to the resolution
set forth below.
"RESOLVED, that the shareholders determine,
on an advisory basis, whether the preferred frequency of an advisory vote on the executive compensation of Antero’s named
executive officers as set forth in the company's proxy statement should be every year, every two years, or every three years."
The proxy card provides stockholders with
the opportunity to choose among four options (holding the vote every one, two or three years, or abstaining) and, therefore, stockholders
will not be voting to approve or disapprove the recommendation of the Board.
THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE FOR THE OPTION OF "ONE YEAR" AS THE PREFERRED FREQUENCY FOR ADVISORY VOTES ON EXECUTIVE COMPENSATION.
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