Range Resources 8-K 2011
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
May 19, 2011 (May 18, 2011)
RANGE RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
Registrants 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 obligations of the registrant under any of the following provisions (see General Instruction A.2. below):
(e) Compensatory Arrangements with Certain Officers.
On May 18, 2011 at the annual stockholders meeting (the Annual Meeting) of Range Resources Corporation (the Company), the stockholders of the Company approved and adopted the Second Amendment (the Amendment) to the Companys Amended and Restated 2005 Equity-Based Compensation Plan (the 2005 Plan) to increase the number of shares of the common stock authorized to be issued under the Companys 2005 Plan by 850,000 shares.
Pursuant to the Amendment, 850,000 additional Plan Shares (as defined in the 2005 Plan) will be immediately available for future awards under the 2005 Plan. As of March 25, 2011, 4,435,678 shares are available for awards under the 2005 Plan. As part of the approval of the 2005 Plan by the stockholders in 2005, the Company agreed to suspend any further grants under the 1999 Stock Option Plan (the 1999 Plan) and transfer the authorized but unissued shares in the 1999 Plan to the 2005 Plan. Therefore, the 2005 Plan provides that any shares related to options currently outstanding under the 1999 Plan which lapse or are forfeited will become available for issuance under the 2005 Plan. Pursuant to the Amendment, the maximum number of shares available for future award under the 2005 Plan (assuming none of the shares underlying options currently outstanding under the 1999 Plan lapse or are forfeited) has increased from 4,435,678 to 5,285,678 shares. The additional 850,000 shares approved under the Amendment have been added to the existing 5,675,000 authorized 162(m) Covered Shares (as defined in the 2005 Plan) approved by stockholders specifically for the 2005 Plan.
The foregoing description is a brief summary of the Amendment and does not purport to be a complete statement of the parties rights and obligations under the 2005 Plan. The foregoing description is qualified in its entirety by reference to the full text of the Second Amendment to Range Resources Corporation Amended and Restated 2005 Equity Based Compensation Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The Annual Meeting of the Company was held on Wednesday, May 18, 2011 at 9:00 a.m. Central Time at the Companys offices at 100 Throckmorton Street, Suite 1200 in Fort Worth, Texas. As of March 25, 2011, the record date for the Annual Meeting, there were 160,639,880 shares of common stock issued and outstanding. A quorum of 142,748,105 shares of common stock was present or represented at the Annual Meeting.
The matters submitted to a vote of security holders at the Annual Meeting were as follows:
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.
Date: May 19, 2011
RANGE RESOURCES CORPORATION