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): February 17, 2009 (February 12, 2009)
RANGE RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware
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001-12209
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34-1312571 |
| (State or other jurisdiction of
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(Commission
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(IRS Employer |
| incorporation)
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File Number)
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Identification No.) |
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| 100 Throckmorton Street, Suite 1200 |
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| Ft. Worth, Texas
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76102 |
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(Zip Code) |
| executive offices) |
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Registrant’s telephone number, including area code: (817) 870-2601
(Former name or former address, if changed since last report): Not applicable
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 (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01 Entry Into a Material Definitive Agreement.
On February 12, 2009, the Board of Directors (the “Board”) of Range Resources Corporation (the
“Company”) approved a revised form of indemnification agreement (the “Indemnification Agreement”)
to be entered into with each of its directors and executive officers. The Indemnification
Agreement is a single standard form for each of the Company’s directors and executive officers and
replaces the prior form of Indemnification Agreement in use by the Company since 2005. The
Company’s directors are Charles L. Blackburn, Anthony V. Dub, V. Richard Eales, Allen Finkelson,
James M. Funk, Jonathan S. Linker, Kevin S. McCarthy, John H. Pinkerton and Jeffrey L. Ventura.
The Company’s executive officers are John H. Pinkerton, Chief Executive Officer, Jeffrey L.
Ventura, President and Chief Operating Officer, Roger S. Manny, Executive Vice President and Chief
Financial Officer, Alan W. Farquharson, Senior Vice President — Reservoir Engineering, Steven L.
Grose, Senior Vice President — Appalachia, David P. Poole, Senior Vice President — General
Counsel and Corporate Secretary, Chad L. Stephens, Senior Vice President — Corporate Development,
Rodney L. Waller, Senior Vice President, Chief Compliance Officer and Mark D. Whitley, Senior Vice
President — Southwest Business Unit and Engineering Technology. The Board further authorized the
Company to enter into Indemnification Agreements with future directors and executive officers of
the Company and other persons or categories of persons that may be designated from time to time by
the Company.
The Indemnification Agreement clarifies and updates the prior form of agreement and generally
requires the Company, to the extent permitted under applicable law, to indemnify such persons
against all expenses, judgments, fines and penalties incurred in connection with the defense or
settlement of any actions brought against them by reason of the fact that they are or were
directors or executive officers of the Company or assumed certain responsibilities at the direction
of the Company.
The foregoing description of the Indemnification Agreements is qualified in its entirety by
reference to the full text of the form of Indemnification Agreement, a copy of which is filed as
Exhibit 10.6 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 12, 2009, the Board of the Company adopted amendments to the Company’s Amended and
Restated By-laws (the “By-laws”) to provide for a majority vote standard in uncontested elections
of directors. The By-laws as amended became effective immediately upon their adoption by the
Board.
The amendments to Article III, Section 3.2 of the By-laws implement the new majority vote
standard by providing that, in future uncontested elections of directors, each nominee for director
must receive a majority of the votes cast (meaning that the number of shares voted “for” a nominee
for director must exceed the number of votes cast “against” that nominee for director) in order to
be elected to the Board. Under previous By-law provisions, directors were elected by a vote of a
plurality of the votes cast. In contested elections, directors will continue to be elected by a
vote of a plurality of the votes cast., A “contested election” is an election in which the number
of nominees for director exceeds the number of directors to be elected.
The amendments to Article III, Section 3.3 of the By-laws provide that an incumbent director
may become a nominee for further service on the Board only if the incumbent director submits an
irrevocable resignation that is contingent on not receiving a majority vote in an uncontested
election and the Board’s acceptance of such resignation. If the incumbent director does not receive
a majority vote in an uncontested election, the Governance and Nominating Committee, or such other
committee designated by the Board, will recommend to the Board whether to accept or reject the
resignation or whether other action should be taken. The Board will decide whether to accept or
reject the resignation, and make a public disclosure of its decision, including the rationale
behind its decision if the resignation is rejected, within 90 days following the certification of
election results. If the Board accepts a director’s resignation, or if a nominee for director is
not elected and the nominee is not an incumbent director, the Board may fill the vacancy in
accordance with the provisions of the By-laws as amended.
The foregoing description is a summary of the amendments to the By-laws and is qualified in
its entirety by reference to the Amended and Restated By-laws of Range Resources Corporation, filed
as Exhibit 3.1 to this Current
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