UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
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.
Item 9.01 | Financial Statements and Exhibits |
(d Exhibits.
Exhibits |
Description |
10.1 | Form of Amended and Restated Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (Commission File No. 001-36120) filed on April 17, 2018). |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
ANTERO RESOURCES CORPORATION | ||
By | /s/ Michael N. Kennedy | |
Michael N. Kennedy | ||
Chief Financial Officer and Senior Vice President –Finance |
Dated: May 5, 2021
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