Antero Resources Corporation (AR)
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AGM 2020

Jun 17, 2020

Speaker 1

Good morning, and welcome to the Antero Resources Corporation 2020 Annual Meeting of Stockholders. I would now like to turn the conference over to Yvette Schultz. Please go ahead, ma'am.

Speaker 2

Thank you. Good morning, ladies and gentlemen. It is now 8:30 am Mountain Time. In accordance with the notice of the annual meeting, I call the Antero Resources Corporation 2020 Annual Meeting of Stockholders to order. I am Yvette Schultz, General Counsel and Vice President of Legal and have been appointed by Mr.

Paul Rady, Chairman of the Board of Directors to preside at today's meeting and act as the Secretary of the meeting. We also have other members of our Board of Directors participating today as well as members of our management and representatives from KPMG LLP, our independent registered public accounting firm as well as Scott Rubinsky of Vincent and Elkins, our outside counsel. On behalf of the Board of Directors, I welcome you to the 2020 Annual Meeting. Before we begin the business of the meeting, please note that immediately prior to the opening of the polls, we will be answering questions with respect to the proposal being considered at today's meeting. You may submit a question at any time by typing your question into the text box on the meeting page and when ready submitting it.

As consideration for others, please limit yourself to one question. Though we may not be able to address every question, we will do our best to answer as many as possible. We are unable to address your question during today's meeting, we encourage you to contact Michael Kennedy, Senior Vice President of Finance at 303-357-7310 or mkennedyanteroresources.com after the meeting. Please note that this meeting is being recorded. However, no one attending is permitted to use any audio recording device.

Have appointed a representative from Broadridge Financial Solutions to act as the Inspector of Election for the meeting. The Inspector of Election has taken the oath of office, which I have directed to be filed with the company's records. There are a few formalities to cover before we get into the business of this meeting. I will now report on the record date, listing of stockholders, notice, quorum and matters to be considered at today's Annual Meeting. April 22, 2020 was set by a resolution of the Board of Directors as the record date for today's annual meeting.

All stockholders of record or their proxy holders at the close of business on April 22, 2020 are entitled to vote at today's Annual Meeting. We have available for your inspection a listing of stockholders as of the record date on the meeting page. A duplicate listing was available for inspection by stockholders upon request during the last 10 days in accordance with the instructions on our website. Notice of this meeting was duly given in accordance with the company's bylaws and Delaware law. We received an affidavit from Broadridge Financial Services certifying that the notice of the annual meeting and proxy statement were sent to all stockholders beginning on April 27, 2020.

The affidavit is available for inspection by any stockholder upon request and will be filed with the company's records. As set forth in the agenda and the notice of annual meeting, the matters to be considered at today's annual meeting are the election of 3 Class 1 Directors to serve until the company's 2023 Annual Meeting of Stockholders the ratification of the appointment of KPMG LLP as the company's independent registered public accounting firm for the year ending December 31, 2020 the approval on an advisory basis of the compensation of the company's named executive officers the approval of the 2020 long term incentive plan and the approval of an amendment and restatement of the company's certificate of incorporation to effect a reverse stock split that will reduce the number of shares of outstanding common stock in accordance with the ratio to be determined by the Board within a range of 1 share of common stock for every 5 to 20 shares of common stock or any number in between currently outstanding and reduced by a corresponding proportion the number of authorized shares of common stock for the stock. Each of the matters to be considered today is described in the proxy statement, which was made available as described in the notice of annual meeting.

The proxy statement has been filed with the Securities and Exchange Commission and can be found on the SEC's website and our website. I have determined and hereby advised that a quorum is present. Legal notice having been given, this meeting is now convened and open for the transaction of business. We will now have the presentations for the 5 proposals addressed in the proxy statement as specified on today's agenda. After these have been formally presented to the meeting, we will have a period for questions and the presentation of any statements in opposition or support.

The first proposal is the election of Class I Directors for a 3 year term. The Board's nominees for election are Paul M. Rady, Glenn C. Warren, Jr. And Thomas B.

Tyree, Jr. The second proposal is the ratification of the appointment of KPMG LLP as the company's independent registered public accounting firm for the year ending December 31, 2020. The appointment of KPMG is discussed in the proxy statement. The 3rd proposal is to approve the compensation of the company's named executive officers. This proposal is a non binding stockholder advisory vote.

The company's executive compensation is also discussed in the proxy statement. 4th proposal is to approve the company's 2020 long term incentive plan and substantially the form attached to the proxy statement as Appendix A. Summary of this plan was also included in the proxy statement. Final proposal is to approve an amendment and restatement of company's Certificate of Incorporation and substantially the form attached to the proxy statement of Appendix B to effect a reverse stock split that will reduce the number of shares of outstanding common stock in accordance with the ratio to be determined by the Board within a range of 1 share of common stock for every 5 to 20 shares of common stock or any number in between currently outstanding and reduced by a corresponding proportion the number of authorized shares of common stock and preferred stock. This proposal is discussed in the proxy statement.

If any stockholder has a question regarding any of proposals that has not already been able to submit one, please submit your question through the web portal. Michael Kennedy, our Senior Vice President of Finance will now address the questions that we have received.

Speaker 3

Thanks, Yvette. I'd like to thank the shareholders for their participation today and their continued support of Antero Resources. We have received a couple of questions that I will address now. The first question relates to the stock split, It reads, since the preliminary proxy statement was filed, Antero stock price has increased significantly. Given current trading prices is adopted, do you still expect to implement reverse stock split?

Well, assuming it is approved by the shareholders, whether we implement it or not is up to the Board of Directors. We put the reverse stock split on the ballot to ensure that we are compliant with the NYSE listing standards. At today's higher trading price, we are comfortably within their listing standards, so the reverse stock split may not be necessary or beneficial. The second question we received relates to governance. It reads, what is the company doing to respond to the increased stock holder focus on environmental, social and governance issues?

While on the governance front, Board has added 3 experienced members, 2 of which are women and all with extensive industry experience. Additionally, we also made strides related to our environmental, social and governance issues, including forming an ESG committee. This committee provides guidance to the Board of Directors on matters related to ESG issues. That's all the time we have for questions today. If there are further questions, please feel free to reach out to the company.

Speaker 2

Thanks, Mike. Having addressed the questions received that are in respect of the proposals being considered at today's meeting, I now declare the polls open for voting. Any stockholder who has not yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or Internet and do not want to change their vote do not need to take any further action. Now that everybody has had an opportunity to vote, this concludes the matters to be considered and voted upon at today's meeting.

It is now 8:39 a. M. Mountain Time and I declare the polls closed. The Inspector of Elections will now count the votes. I've been advised by the Inspector of Election that based on preliminary tabulation of the votes more than a majority of the votes cast online or by proxy by the holders of common stock voted in favor of each of the company's nominees for Class 1 member of the company's Board of Directors to serve until the company's 2023 Annual Meeting of Stockholders ratification of the appointment of KPMG LLP as the company's independent registered public accounting firm for the year ending December 31, 2020 the compensation of the company's named executive officers as disclosed in the proxy statement and approval of the 2020 long term incentive plan and substantially the form attached to the proxy statement as Appendix A.

I've also been advised by the Inspector of Election that based on preliminary tabulation of the votes, at least 2 thirds of the shares outstanding and entitled to vote have voted in favor of the approval of an amendment and restatement of the company's certificate of incorporation and substantially the form attached to the proxy statement of Appendix D to affect our reverse stock split that will reduce the number of shares of outstanding common stock in accordance with the ratio to be determined by the Board within a range of 1 share of common stock for every 5 to 20 shares of common stock or any number in between currently outstanding and reduced by a corresponding proportion the number of authorized shares of common stock and preferred stock. The final voting results will be tallied by the Inspector of and subsequently announced in accordance with the requirements of the Securities and Exchange Commission. I'm aware of no other business that should be brought before this meeting. This concludes the Antero 2020 Annual Meeting of Stockholders. On behalf of the Board of Directors and employees of Antero Resources Corporation, I want to thank you for attending today's meeting.

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