ANTERO RESOURCES CORPORATION (NYSE:AR) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry Into a Material Definitive Agreement.
In connection with the appointment of Paul J. Korus as a member of the board of directors (the “Board”) of Antero Resources Corporation (the “Company”), the Company entered into an Indemnification Agreement with Mr.Korus to which the Company will be required to indemnify Mr.Korus to the fullest extent permitted under Delaware law against liability that may arise by reason of his service to the Company and to advance him expenses incurred as a result of any proceeding against him to which he could be indemnified.
The foregoing description is qualified in its entirety by reference to the full text of the Indemnification Agreement, the form of which is filed as Exhibit10.1 to this Current Report on Form8-K and incorporated in this Item 1.01 by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December10, 2018, the Company announced that the Board, upon the recommendation of its Nominating and Governance Committee, appointed Paul J. Korus to the Board as a ClassII director, effective as of December 7, 2018. Also effective December7, 2018, Mr.Korus was appointed to serve on the Board’s Audit Committee. The Board determined that Mr.Korus meets the independence requirements under the rulesof the New York Stock Exchange and the Company’s independence standards, and that there are no transactions between the Company and Mr.Korus that would require disclosure under Item 404(a)of Regulation S-K. There are no understandings or arrangements between Mr.Korus and any other person to which Mr.Korus was selected to serve as a director of the Board.
Mr.Korus will receive the standard non-employee director compensation for serving on 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 April25, 2018.
In connection with his appointment to the Board, the Company entered into an Indemnification Agreement with Mr.Korus. The information included in Item 1.01 of this Current Report on Form8-K is incorporated by reference into this Item 5.02 of this Current Report on Form8-K.
Item 7.01. Regulation FD Disclosure.
A copy of the Company’s press release announcing the appointment of Mr.Korus to the Board is attached as Exhibit99.1 to this Current Report on Form8-K and is incorporated herein by reference.
The information in this Item 7.01 (including the exhibit) shall not be deemed to be “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits
(d)Exhibits.