Antero Resources Corporation (AR)
NYSE: AR · Real-Time Price · USD
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AGM 2024

Jun 5, 2024

Operator

Welcome to the 2024 annual meeting of Stockholders for Antero Resources Corporation. It is now my pleasure to introduce Yvette Schultz. vette, the floor is yours.

Yvette Schultz
Chief Compliance Officer and SVP of Legal, General Counsel, and Corporate Secretary, Antero Resources

Thank you. Good morning, ladies and gentlemen. It is now 8:30 A.M. Mountain Time, and in accordance with the notice of the annual meeting, I call the Antero Resources Corporation 2024 Annual Meeting of Stockholders to order. I'm Yvette Schultz, Chief Compliance Officer, Senior Vice President of Legal, General Counsel, and Corporate Secretary, and have been appointed by Mr. Paul Rady, Chairman of the Board of Directors, to preside at today's meeting. We also have 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 Vinson & Elkins, our outside counsel. On behalf of the Board of Directors, I welcome you to the 2024 Annual Meeting.

Before we begin the business of the meeting, please note that immediately prior to the opening of the poll, we will be answering questions with respect to proposals being considered at today's meeting, including questions previously submitted in accordance with the instructions of the proxy statement. 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. Out of 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. Following the meeting, we will publish an answer to each question we receive that is germane to the matters being voted on today on our Investor Relations website at www.anteroresources.com/investors as soon as practical. Please note that this meeting is being recorded.

However, no one attending is permitted to use any audio recording device. I have appointed a representative from American Election Services, LLC, 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 15th, 2024 , 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 15th, 2024, are entitled to vote at the 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 in our Corporate Offices in Denver, Colorado, during the last 10 days. 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 25, 2024. 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 the annual meeting, the matters to be considered at today's annual meeting are: the election of two Class II Directors to serve until the company's 2027 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, 2024, the approval on an advisory basis of the compensation of the company's named Executive Officers, and the approval of the amended and restated Antero Resources Corporation 2020 Long-Term Incentive Plan. Each of the matters to be considered today is described in the proxy statement, which has been 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 advise 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 from the board 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. The first proposal is the election of two Class II Directors for a three-year term. The board's nominees for election are W. Howard Keenan, Jr. and Jacqueline C. Mutschler. 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, 2024. The appointment of KPMG is discussed in the proxy statement. The third 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. The fourth proposal is to approve the amended and restated Antero Resources Corporation 2020 Long-Term Incentive Plan. The amended and restated Antero Resources Corporation 2020 Long-Term Incentive Plan is also discussed in the proxy statement. If any stockholder has a question regarding any of the proposals and has not already done so, please submit your question through the web portal. Michael Kennedy, our Chief Financial Officer and Senior Vice President of Finance, will now address the questions that we have received.

Michael Kennedy
CFO and SVP of Finance, Antero Resources

Thanks, Yvette. The first question we received relates to general corporate matters. It reads: What impact will the company's recent credit rating upgrade have on the company? We recently received an investment-grade credit rating from S&P to go along with the investment-grade credit rating we had from Fitch since September of 2022. As a result of our investment-grade ratings, we expect a substantial reduction in letters of credit in connection with our firm transportation portfolio and reduced interest expense. Our investment-grade credit rating illustrates the success of our debt reduction program, which began in the fourth quarter of 2019, and has lessened our debt by more than $2 billion since that time. The second question we received relates to ESG governance matters. It reads: How does the company embrace diversity in boardroom and among senior management?

We value diversity and are committed to making opportunities for development and progress available to all employees. In recent years, we have promoted a number of women to senior management roles, including our Chief Compliance Officer, Chief Accounting Officer, Senior Vice President, Geology, and Vice President, Production. In 2023, more than a third of our newly hired employees identified as being from a group that has been historically underrepresented. As noted in our proxy statement, 43% of our Independent Directors are also women, with the three most recent additions to our Board of Directors being women. We remain focused on identifying qualified candidates that would be a good fit for our board and that could further enhance diversity. The final question we received relates to compensation.

It reads: What consideration did you give to the votes received for the 2023 Say on Pay vote in constructing the 2024 compensation proposal for Antero's named Executive officers? We value the opinion of our stockholders and included in our Proxy Statement is a detailed response for the votes received for our 2023 Say on Pay advisory vote. Following this vote, we engaged with stockholders representing 40% of our outstanding stock, with our Chief Financial Officer participating in all of these meetings. Based on the input we received during this engagement, we understood that stockholders supported our compensation program, with the exception of the off-cycle equity award granted in October of 2022. As a result, no off-cycle awards were granted in 2023, and the company has no current plans to grant additional off-cycle awards. I will now turn the floor back over to Yvette.

Yvette Schultz
Chief Compliance Officer and SVP of Legal, General Counsel, and Corporate Secretary, Antero Resources

Thank you, Mike. Having addressed those questions, 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 everyone has had the opportunity to vote, this concludes the matters to be voted on at today's meeting. It is now 8:39 A.M. Mountain Time, and I declare the poll closed. The final voting results will be tallied by the Inspector of Election and subsequently announced in accordance with the requirements of the Securities and Exchange Commission. I am aware of no other business that should be brought before this meeting.

This concludes the Antero Resources 2024 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.

Operator

This concludes the meeting. Thank you for your participation, and you may now disconnect.

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