Range Resources Corporation (RRC) Earnings Call Transcript

Good day, and thank you for standing by. Welcome to the 2023 Annual Meeting of Stockholders conference call. [Operator Instructions] Please be advised that today's conference is being recorded. I'd now like to hand the conference over to your speaker today, Erin McDowell. Please go ahead.

Thank you. Good morning. Thank you for joining the Range Resources Corporation Annual Stockholders Meeting. I am Erin McDowell, the Corporate Secretary. If you have attended our annual meetings, you are familiar with our process. And if not, welcome to our annual meeting. This will consist of a relatively short formal meeting. And if you have any questions about the matters addressed at this meeting, we will have a few minutes at the end. For any other questions about the company, our Investor Relations team is, as always, available to speak to you. At this time, I will turn the meeting over to Greg Maxwell, Chairman of the Board.

Thank you, Erin. Good morning, and welcome to the 2023 Annual Meeting of the Stockholders of Range Resources Corporation. I am Greg Maxwell, Chairman of the Board. With us today are my fellow board members, Brenda Cline; Margaret Dorman; Jim Funk; Steve Gray; Regi Spiller; and Jeffrey Ventura, who is retiring as our CEO and as a Board member today; and also Dennis Degner, who officially takes on his new role as CEO of the company and as our newest Board member. Congratulations to Dennis. I also want to take this opportunity to express on behalf of the entire Board of Directors our sincere gratitude for Jeff Ventura's leadership and service to the company over the past 20 years. Jeff, many thanks for your contributions that have resulted in a successful and resilient business and we wish you the best in retirement. We also have representatives of our independent auditing firm, Ernst & Young. Joining us on the call today remotely Cameron Darden and [ Camil Stall ]. On behalf of the entire Board, I want to thank you for voting your proxy this year, and I assure you the Board carefully considers the results of each year's proxy vote and making decisions about our company. Erin McDowell, who is our Corporate Secretary, will serve as Secretary and record the minutes of this meeting. Erin has also been designated to serve as the Inspector of Election of this meeting, and she has confirmed that a quorum is present. Erin?

Thanks, Greg. Under the company's bylaws, the Board of Directors set March 17, 2023, as the record date. Notice of this meeting was sent on March 31, 2023. There were 241,681,124 shares of common stock outstanding on record date. On request, we will make available an affidavit relating to such notice and a certified list of the company's stockholders as of the record date, compiled by the company's transfer agent. Each outstanding share of common stock is entitled to 1 vote on the matters presented for a vote at this meeting. If anyone has a proxy for a stockholder or wants to vote at this meeting, please e-mail a copy of your proof of stock ownership in your vote to emcdowell@rangeresources.com. At this time, the proposals to be considered at this meeting are as follows: The first item will be the election of 7 directors to serve on the Board until the next annual meeting. Since it is an uncontested election, the stockholders will elect directors by a majority vote as provided by the company's bylaws. The second matter will be to consider and vote on a nonbinding proposal regarding executive compensation. The third matter will be to consider and vote on a nonbinding proposal regarding the company's executive compensation philosophy, also refer to say-on-pay. Finally, the fourth matter is the proposal to ratify the appointment of Ernst & Young as the registered public accounting firm for our 2023 fiscal year. There are over 211 million shares of common stock represented at this meeting, equal to 87.51% of the outstanding common stock of the company. In voting for directors, the vote in favor for is as follows: Brenda Cline, 97.01%; Margaret Dorman, 99.66%; Jim Funk, 94.82%; Steve Gray, 99.32%; Greg Maxwell, 97.71%; Regi Spiller, 97.56%; and Dennis Degner, 99.9%. In the advisory voting on executive compensation proposal, it was approved within 98.13% of the vote. In voting on the say-on-pay proposal, over 95.8% of the votes were cast in favor of the proposal. With approval of over 98.28% of the votes cast, Ernst & Young was ratified as the company's registered public accounting firm for 2023. Greg?

Thank you, Erin. There being no further formal business to conduct, the meeting is adjourned. If you have any questions, we will take them now. As I mentioned before, we would appreciate you directing your questions to the matters addressed during our meeting.