ANTERO RESOURCES CORPORATION - DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant

Filed by a Party other than the Registrant

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	Preliminary Proxy Statement
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	Definitive Proxy Statement
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	Soliciting Material under §240.14a-12

ANTERO RESOURCES CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
	No fee required
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	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

JUNE 6, 2023

8:30 A.M. Mountain Time

Antero Principal Executive Offices

1615 Wynkoop Street
Denver, CO 80202

NOTICE

of 2023 Annual Meeting
of Shareholders

The 2023 Annual Meeting of Stockholders of Antero Resources Corporation (“Antero”) will be held online on Tuesday, June 6, 2023, at 8:30 A.M. Mountain Time. The Annual Meeting is being held for the purposes listed below:

AGENDA

1.	Elect the three Class I members of Antero Resources Corporation’s Board of Directors (the “Board”) named in this Proxy Statement to serve until Antero’s 2026 Annual Meeting of Stockholders,
2.	Ratify the appointment of KPMG LLP as Antero’s independent registered public accounting firm for the year ending December 31, 2023,
3.	Approve, on an advisory basis, the compensation of Antero’s named executive officers,
4.	Approve the amendment to Antero’s amended and restated certificate of incorporation (“Charter”) to refect new Delaware law provisions regarding officer exculpation (the “Exculpation Amendment”),
5.	Transact other such business as may properly come before the meeting and any adjournment or postponement thereof.
These proposals are described in the accompanying proxy materials.
RECORD DATE
April 17, 2023

By order of the Board of Directors,



Yvette K. Schultz
Chief Compliance Officer, Senior Vice President—Legal, General Counsel and Corporate Secretary

WHO MAY VOTE:

You will be able to vote at the Annual Meeting only if you were a stockholder of record at the close of business on April 17, 2023, the record date for the Annual Meeting. The Board requests your proxy for the Annual Meeting, which will authorize the individuals named in the proxy to represent you and vote your shares at the Annual Meeting or any adjournment or postponement thereof.

HOW TO RECEIVE ELECTRONIC DELIVERY OF FUTURE ANNUAL MEETING MATERIALS:

Pursuant to rules adopted by the Securities and Exchange Commission, we have elected to provide access to our proxy solicitation materials electronically, rather than mailing paper copies of these materials to each stockholder. Beginning on April 27, 2023, we will mail to each stockholder a Notice of Internet Availability of Proxy Materials with instructions on how to access the proxy materials, vote, or request paper copies.

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 6, 2023:

This Notice of Annual Meeting and Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”) are available on our website free of charge at www.anteroresources.com in the “SEC Filings” subsection of the “Investors” section.

YOUR VOTE IS IMPORTANT

Your vote is important. We urge you to review the accompanying Proxy Statement carefully and to submit your proxy as soon as possible so that your shares will be represented at the meeting.


REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:

If you are a registered stockholder as of the record date, you may vote your shares or submit a proxy to have your shares voted by one of the following methods:	INTERNET Use the website listed on the Notice of Internet Availability (the “Notice”)	BY TELEPHONE Use the toll-free number listed on the Notice	BY MAIL Sign, date and return your proxy card in the provided pre-addressed envelope	DURING THE ANNUAL MEETING Vote online during the Annual Meeting. See page 10 of the Proxy Statement for instructions on how to attend online

Table of Contents

PROXY STATEMENT		4

PROXY SUMMARY		4
Corporate Responsibility		4
Investor Outreach		8
Executive Compensation Highlights		8
Current Directors and Board Nominees		9
2023 Annual Meeting of Stockholders		9
Cautionary Note Regarding Forward-Looking Statements		11

ITEM ONE: ELECTION OF DIRECTORS		13

DIRECTORS		15
Class I Directors		15
Class II Directors		17
Class III Directors		18

EXECUTIVE OFFICERS		20

CORPORATE GOVERNANCE		21
Corporate Governance Guidelines		21
Director Independence		21
Board Leadership Structure		21
Election of Lead Director		22
How Director Nominees are Selected		23
Board’s Role in Risk Oversight		24
Board and Committee Self-Evaluations		24
Majority Vote Director Resignation Policy		25
Meetings		25
How to Contact the Board		25
Available Governance Materials		26

BOARD COMMITTEES		27
General		27
Audit Committee		27
Compensation Committee		27
Nominating & Governance Committee		28
Conflicts Committee		28
Environment, Social and Governance (ESG) Committee		28

COMPENSATION OF DIRECTORS		29
General		29
Annual Cash Retainers		29
Equity-Based Compensation		30
Fees		30
Stock Ownership Guidelines		30
2022 Non-Employee Director Compensation		30

ITEM TWO: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		31

AUDIT MATTERS		32
Audit Committee Report		32
Audit and Other Fees		33

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ITEM THREE: ADVISORY VOTE ON EXECUTIVE COMPENSATION		34

COMPENSATION DISCUSSION AND ANALYSIS		35
2022 Named Executive Officers		35
2022 Say-on-Pay and Say-on-Frequency Advisory Votes		35
Compensation Philosophy and Objectives of Our Compensation Program		36
Compensation Best Practices		36
Implementing Our Compensation Program Objectives		37
Elements of Direct Compensation		40
Other Benefits		48
2023 Compensation Decisions		49
Other Matters		49
Compensation Committee Report		53

EXECUTIVE COMPENSATION TABLES		54
Summary Compensation Table		54
Grants of Plan-Based Awards for Fiscal Year 2022		55
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table		57
Outstanding Equity Awards at 2022 Fiscal Year-End		58
Option Exercises and Stock Vested in Fiscal Year 2022		63
Pension Benefits		63
Nonqualified Deferred Compensation		63
Potential Payments Upon Termination or Change in Control		64
Equity Compensation Plan Information		74
Chief Executive Officer Pay Ratio		74

ITEM FOUR: AMENDMENT TO ANTERO’S CHARTER TO REFLECT OFFICER EXCULPATION		78

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		80
Beneficial Ownership		80

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		81

DELINQUENT SECTION 16(A) REPORTS		81

RELATED PERSON TRANSACTIONS		82
General		82
Agreements with Antero Midstream Corporation		82
Employment		87

QUORUM AND VOTING		87
Voting Stock		87
Quorum		87
Stockholder List		88
Vote Required		88
Default Voting		89
Revoking Your Proxy		89
Solicitation Expenses		89
Copies of the Annual Report		89

ADDITIONAL INFORMATION		90
Proxy Materials, Annual Report and Other Information		90
Stockholders Sharing an Address		90
Stockholder Proposals and Director Nominations for the 2024 Annual Meeting		90

APPENDIX A: AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION		92

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PROXY STATEMENT

PROXY SUMMARY

This summary highlights information contained in this Proxy Statement. This proxy summary does not contain all of the information you should consider, and you should read this entire Proxy Statement before voting.

Corporate Responsibility

Some highlights of our ESG and corporate responsibility efforts appear below. Please visit https://www.anteroresources.com/esg for more information and a link to our most recent ESG report.

Human Capital Management

The largest contribution in making Antero a responsible and sustainable company comes from our talented and experienced employees. We encourage our employees to embrace our values, and work every day to make these values apparent in all that we do.

•	The safety and security of our people and the integrity of our operations are our top priorities. Our health and safety compliance program seeks to protect our workforce and the communities in which we operate by setting a goal of zero incidents, zero harm, zero compromise. We have well developed and thoughtful processes for identifying and mitigating safety risks:

	–	Identification – behavior-based safety programs, job safety analysis, emergency response drills and contractor vetting through a reputable third-party vendor

	–	Mitigation – contractor safety improvement plans, root cause analyses, risk ranking/mitigation reviews, pre-job safety startup reviews, and a library of over 30 individual training courses

•	Our success as a company is not only measured by our financial results but also by how we treat our employees. We strive to help our people enjoy healthier lives, achieve educational goals, and pursue economic opportunities for themselves and their families by offering competitive compensation and benefits, including:

	–	Healthcare coverage – medical and prescription, dental and vision

	–	Financial assistance – health savings accounts, student loan repayment reimbursement, dependent care flexible spending account coverage and 401(k) plan with matching up to 6%

	–	Insurance – basic life, accidental death and disability, short-term and long-term disability coverage

	–	Lifestyle – employee assistance program, holidays and personal choice days, paid vacation and sick leave, company-paid parental leave, subsidized gym memberships and free parking and public transportation

•	We have continued to operate throughout the COVID-19 pandemic, in some cases subject to federal, state and local regulations, and we have taken and continue to take steps to protect the health and safety of our workers. In response to the COVID-19 pandemic, we have:

	–	Implemented protocols that we believe to be in the best interest of our employees, as well as the communities in which we operate, and that comply with government orders, when applicable.

	–	During 2022, transitioned from a hybrid working arrangement for non-field level employees, which involved a combination of in-office and remote work-from-home arrangements, to an in-office working arrangement for all non-field level employees.

•	Doing the right thing is essential to our culture. To that end, we conduct an annual, company-wide ethics and compliance training program that covers, among other things, ethical business practices, insider trading, and anti-discrimination and anti-harassment.

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•	We respect human rights and promote them in our supply chain by, among other things, adhering to our internal policies, including:

	–	Supplier Code of Conduct – promotes the fair and ethical treatment by suppliers, contractors, independent consultants and other parties that Antero works with through a set of guidelines focusing on equal opportunity, workplace safety, protection of the environment, compensation and protection of proprietary information and requires the protection of human rights and respect for freedom of association

	–	Human, Labor and Indigenous Rights Policy –promotes respect of human rights through compliance with applicable national and local laws as well as pertinent trends and norms with respect to compensation, discrimination, health and safety, community and indigenous peoples; prohibits child labor, forced labor and human trafficking; recognizes freedom of association; prohibits workplace harassment, discrimination, and misuse of employer power, in line with applicable laws related to all of these topics; and provides access to a hotline for reporting concerns or grievances

Community Engagement

We are committed to enhancing the communities where we live and work. Recent highlights of our community engagement and investment include:

•	Together with Antero Midstream Corporation (“Antero Midstream”):

	–	Donated $147,000 in grant funding from the Antero Foundation to nearly 50 regional food pantries across West Virginia and Ohio

	–	Improved community infrastructure in West Virginia and Ohio through nearly $300 million in improved road and infrastructure upgrades since 2014

•	Through the Antero Foundation, in 2022, Antero and Antero Midstream:

	–	Established an employer matching campaign to assist the Colorado communities affected by the Marshall fires

	–	Contributed meaningful employment opportunities in the Appalachian Region

	–	Donated much-needed funds and equipment to healthcare providers in response to the COVID-19 pandemic

	+ $828K		Over $2.5MM
	donated to philanthropic and community endeavors, including to food pantries and food banks in West Virginia and Ohio		donated in the last five years

Diversity

We recognize the importance of supporting and promoting diversity in our workplace. Our Diversity and Inclusion Policy promotes diversity and equal opportunity in the hiring process by prohibiting all forms of unlawful discrimination based on, among other things, age, race, ethnicity, religion, sex, gender identity and other impermissible factors. In addition, we identify qualifications, attributes, and skills that are important to be represented on the Board. We consider individuals of all backgrounds, skills and viewpoints when seeking employees and candidates for Board service.

As set forth in our Diversity and Inclusion Policy and our Nominating & Governance Committee Charter, we view diversity broadly to include diversity of backgrounds, skills and viewpoints as well as traditional diversity concepts such as race, gender, national origin, religion, sexual orientation or identity. Our Diversity and Inclusion Policy and our Nominating and Governance Committee Charter require that each pool of candidates to be considered to fill a vacancy on the Board shall include at least one individual who would be considered diverse based on traditional diversity concepts. We also consider the value of diversity in our hiring process. Our outside recruiters are asked to review our Diversity and Inclusion Policy and implement practices that

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align with it, including providing us with a diverse pool of employee candidates. We monitor employee metrics in areas such as gender, age and ethnicity.

In recent years, we have promoted a number of women to senior management roles, including Chief Compliance Officer, Senior Vice President—Legal and General Counsel, Chief Accounting Officer and Senior Vice President—Accounting, Senior Vice President—Geology and Vice President—Production. In 2022, over one-third of our newly hired employees at Antero and Antero Midstream identified as diverse.

As of December 31, 2022:

24%	3	30%
of our employees are women	out of seven independent directors are women	of our directors and senior vice presidents are women

Governance

Our Board has ultimate oversight over the company’s operational performance and ethical conduct. This includes, in partnership with our executive leadership team, managing our risk mitigation. Highlights of our corporate, environmental and social governance programs include:

•	Director independence and Board composition

	–	Seven out of eight directors are independent

	–	We have an independent lead director

	–	Each Board committee is comprised entirely of independent directors

	–	The ages of our directors range from 47 to 78 years old, and the average director tenure is 7.9 years

•	Focus on Environmental and Social Matters

	–	We have an ESG Committee of the Board that guides and governs our ESG initiatives

	–	We have an ESG Advisory Council, made up of leaders from across the organization, that develops a centralized, systematic approach for identifying, managing and communicating ESG risks and opportunities

	–	15% of executive compensation is tied to ESG performance

	–	100% of employees completed training for our Human Labor and Indigenous Rights Policy, our Diversity and Inclusion Policy and our Supplier Code of Conduct

•	Valuing investor feedback and alignment with stockholders

	–	We proactively engage with stockholders and other stakeholders, including with respect to ESG programs and performance

	–	Our executive compensation program and robust stock ownership guidelines applicable to directors and executives were thoughtfully designed to incentivize the maximization of shareholder value

	–	Our corporate policies generally prohibit hedging or pledging company stock

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Environment and Safety⁽¹⁾

We believe safety and environmental stewardship are intrinsically linked. Our goal of Zero incidents, Zero harm, and Zero compromise empowers every employee to make the safest decisions to protect our people and the planet. Our dedicated staff of health, safety, security and environmental (“HSSE”) professionals manage our HSSE programs and are committed to our performance as a safe and sustainable energy company. In addition, stewardship of the environment is a fundamental value in our overall business strategy. In 2022, we were again named one of Newsweek’s Top 400 Most Responsible Companies, finishing with one of the highest environmental scores among our industry peers.

2022 ESG highlights include



Reduced our Scope 1 GHG emissions by approximately 10% from our 2021 performance	87% total produced water reused or recycled	Our methane intensity rate of 0.014% and methane leak loss rate of 0.016% are industry leading
Our employees completed 7,268 health and safety training hours

•	ESG disclosures are aligned with the Sustainability Accounting Standards Board (SASB) and the recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD)

•	Management regularly reports to the Board ESG Committee on pertinent ESG risks and opportunities, including climate related topics

•	Utilized our GHG & Methane Reduction Working Group and ESG Advisory Council to identify emission-reduction opportunities

•	Ranked #1 oil and gas company for environmental performance in Rystad’s 2022 ESG Scorecard Report

•	Already achieved our 2025 goal of a 50% reduction in our industry-leading methane leak loss rate and 10% reduction in Scope 1 GHG emissions from our 2019 baseline

•	Continued progress on our goal to achieve Net Zero Scope 1 (direct) and Scope 2 (indirect from the purchase of energy) emissions by 2025 through implementation of emission reduction practices and technologies

•	Committed to replace or convert all of our natural gas-driven pneumatics by the end of 2025, with over 6,200 pneumatics addressed since 2021

•	Reduced the number of leaks per inspection from 2021 through our leak detection and repair program

•	Received a Responsibly Sourced Gas certification with respect to certain well pads following the completion of a pilot project with Project Canary

•	Continue to be an industry leader with one of the lowest rates for both lost time injuries and OSHA recordable injuries, achieving a very low lost time incident rate of 0.048% and recordable incident rate of 0.434% for employees and contractors

•	An active member of the U.S. EPA Natural Gas STAR program, ONE Future, The Environmental Partnership, and the Colorado State University’s Methane Emissions Technology Evaluation Center. Our participation in these organizations and programs provides us with information and resources as we continue our efforts to reduce Scope 1 and Scope 2 GHG emissions

(1)

Data retrieved from Antero Midstream’s and Antero Resources’ 2021 ESG Reports or calculated from the 2021 ESG Reports and public disclosures. Antero Resources’ and Antero Midstream’s emission intensity is based on the total GHG emissions reported to the EPA under Subpart W of the Greenhouse Gas Reporting Rule Program. Antero Resources’ and Antero Midstream’s methane leak loss rate performance is derived from average data derived from OneFuture. GHG intensity includes companies’ midstream and/or downstream operations.

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Investor Outreach

Antero and the Board value input from stockholders, and we are committed to maintaining an open dialogue to receive feedback on important items. In 2022, we met with stockholders to discuss, among other things, environmental and social matters.

Executive Compensation Highlights

•	Key 2022 Company performance highlights:

	–	net cash provided by operating activities increased by $1.4 billion, or 84%, from $1.7 billion in 2021 to $3.1 billion in 2022;

	–	long-term debt decreased by $942 million, or 44%, from $2.1 billion in 2021 to $1.2 billion in 2022; and

	–	the Company repurchased 25 million shares of our common stock, or approximately 8% of common stock outstanding.

Below is a summary of key components of our executive compensation program for, and performance levels achieved in 2022:

•	Long-term incentive compensation awards are 50% performance-based for our Named Executive Officers based on rigorous absolute TSR performance hurdles and leverage metrics. All long-term incentive awards vest over several years to reward sustained Company performance over time.

•	Executive compensation is tied in part to a qualitative assessment of ESG performance by the Compensation Committee. Key ESG performance highlights include:

	–	ranked #1 oil and gas company for environment in Rystad’s 2022 ESG Scorecard Report;

	–	upgraded to an “A” from “BBB” by MSCI ESG; and

	–	completed Project Canary pilot project with respect to certain well pads.

•	The annual incentive plan for 2022 included metrics we felt were key to value creation, including operational strategy (disciplined capital expenditures and production volume), leverage goals, cash cost containment and ESG goals. After giving consideration to the results of the annual incentive program of 103.9%, the Compensation Committee felt that such result did not adequately reflect the performance of the Named Executive Officers. As a result, the Compensation Committee increased the annual incentive program payout to reflect 150% of target performance. The Compensation Committee considered market-based information presented by NFP Compensation Consulting (“NFPCC”), formerly Longnecker & Associates, the Compensation Committee’s independent compensation consultant, the Company’s superior stock performance (2022 TSR of 77%, leading all peers) and operating results. The full details of our annual incentive plan metrics, goals and results are shown on page 43 of the proxy.

•	Performance awards with a performance period ending in 2022 paid out at 200% of target.

•	Each of the Named Executive Officers is employed at-will and none of the Named Executive Officers is party to an employment agreement, severance agreement or change in control agreement.

Below is a summary of material changes to the Company’s compensation program or philosophy during 2022. These changes were made after consultation with NFPCC and after a review of individual Named Executive Officers and Company performance. The Compensation Committee feels that these changes were not only appropriate but important to retain, appropriately reward, and motivate our world-class executive team, particularly in light of:

	–	the Company’s stock price performance and strong operational performance in 2021 and 2022;

	–	successful management of two separate publicly traded companies; and

	–	an increasingly competitive talent market.

•	Exceptional performance should be appropriately rewarded. In 2022, the Compensation Committee generally targeted the 75^thpercentile of compensation for similarly situated executives in the 2022 peer group for our Named Executive Officers.

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•

We want our Named Executive Officers as focused on our long-term sustainable growth as we are. Our executive compensation program should be competitive with our peers, particularly those we are outperforming. In the fall of 2022, after an evaluation of the value of the performance and equity compensation grants made by the Company over the previous three years as compared to its peers, the Compensation Committee granted additional long-term incentive awards, half of which were performance-based, to the Named Executive Officers as a correction of a misalignment between pay and performance. This resulted in an increase in value of equity awards for 2022 as compared to 2021.

Current Directors and Board Nominees

Director

Committee Memberships

Name

Class

Age

Occupation

Director Since

Audit

Comp

Nom & Gov

Conflicts

ESG

Paul M. Rady
Chairman of the Board

Class I

Antero’s Chief Executive Officer and President

2004

Brenda R. Schroer

Class I

Chief Financial Officer of Endeavor Energy Resources

2021

Thomas B. Tyree, Jr.

Class I

Chairman of Northwoods Energy LLC

2019

W. Howard Keenan, Jr.

Class II

Member of Yorktown Partners LLC

2004

Jacqueline C. Mutschler

Class II

Independent Director of Weatherford International plc; Executive Consultant

2020

Robert J. Clark

Class III

Former Chairman of 3 Bear Energy, LLC

2013

Benjamin A. Hardesty Lead Director

Class III

Owner of Alta Energy LLC

2013

Vicky Sutil

Class III

Independent Director of Delek US Holdings, Inc.

2019

Chairperson

Board Composition Highlights

2023 Annual Meeting of Stockholders

We are pleased this year to conduct the Annual Meeting solely online via the Internet through a live webcast and online stockholder tools. We are conducting the Annual Meeting virtually because we believe a virtual format makes it easier for stockholders to attend and participate. Moreover, this format empowers stockholders around the world to participate at no cost.

Here are several ways our virtual format will enhance stockholder access and participation and protect stockholder rights:

•

We Encourage Questions. Stockholders can submit questions for the meeting online in advance or live during the meeting, following the instructions below. During the meeting, we will answer as many appropriate stockholder-submitted questions as time permits. Following the Annual Meeting, we will publish an answer to each appropriate question we received on our Investor Relations website at www.anteroresources.com/investors as soon as practical.

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•	We Believe in Transparency. Although the live webcast is available only to stockholders at the time of the meeting, we will post a webcast replay, the final report of the inspector of election, and answers to all appropriate questions asked by stockholders in connection with the Annual Meeting to our Investor Relations website at www.anteroresources.com/investors.

•	We Proactively Take Steps to Facilitate Your Participation. During the Annual Meeting, we will offer live technical support for all stockholders attending the meeting.

Meeting Admission

You are entitled to attend and participate in the virtual Annual Meeting only if you were a stockholder as of the close of business on April 17, 2023 or if you hold a valid proxy for the Annual Meeting. If you are not a stockholder, you may still view the meeting after the recording has been posted on our Investor Relations website.

Attending Online. If you plan to attend the Annual Meeting online, please read the instructions below so you understand how to gain admission. If you do not comply with these procedures, you will not be able to participate in the Annual Meeting.

Stockholders may participate in the Annual Meeting by visiting www.virtualshareholdermeeting.com/ AR2023. If you are a stockholder of record, you will need the control number on your Notice of Internet Availability (the “Notice”) or proxy card to log in. For beneficial stockholders who do not have a control number, instructions to gain access to the meeting may be provided on the voting instruction card you receive from your broker, bank, or other nominee.

Stockholders of record hold shares directly with American Stock Transfer and Trust Company LLC. “Beneficial” or “street name” stockholders hold shares through a broker, bank, or other nominee.

Please allow ample time to check in to the virtual meeting. The site will be available beginning at 8:15 A.M. Mountain Time. We will have technicians ready to assist if you have difficulties accessing or participating in the virtual meeting at (844) 986-0822 (if you are in the U.S.); or (303) 562-9302 (if you are outside the U.S.).

Asking Questions. Stockholders who wish to submit a question in advance may do so on our Annual Meeting website, www.virtualshareholdermeeting. com/AR2023, which will be open 15 minutes before the Annual Meeting begins. Stockholders also may submit questions live during the meeting. We plan to reserve up to 20 minutes for appropriate stockholder questions to be read and answered by Company personnel during the meeting, but we will only address questions that are germane to the matters being voted on at our Annual Meeting. Stockholders can also access copies of this Proxy Statement and annual report at our Annual Meeting website.

Voting Before or During the Meeting

Whether you are a stockholder of record or a beneficial stockholder, you may direct how your shares are voted without participating in the Annual Meeting. We encourage stockholders to vote well before the Annual Meeting, even if they plan to attend. If you are a registered stockholder as of the record date, you may vote your shares or submit a proxy to have your shares voted by one of the following methods:

•	Online. Submit a proxy electronically using the website listed on the Notice. You will need the control number from your Notice to log on to the website. Internet voting facilities will be available until 11:59 p.m., Eastern Time, on Monday, June 5, 2023.

•	By Telephone. Request the proxy materials and submit a proxy by telephone using the toll-free number listed on the Notice. You will need the control number from your Notice when you call. Telephone voting facilities will be available until 11:59 p.m., Eastern Time, on Monday, June 5, 2023.

•	By Mail. You may request a hard copy proxy card by following the instructions on the Notice. You can submit your proxy by signing, dating and returning your proxy card in the provided pre-addressed envelope.

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•	In Person Online. If you are a registered stockholder and you attend the Annual Meeting online, you can vote via the Internet during the meeting. Follow the instructions at www.virtualshareholdermeeting.com/AR2023 to vote during the meeting.

If you are a beneficial stockholder, you will receive instructions from the holder of record that you must follow for your shares to be voted. Most banks and brokers offer Internet and telephone voting. If you do not give voting instructions, your broker will not be permitted to vote your shares on any matter that comes before the Annual Meeting except the ratification of our auditors.

As of the record date, 300,135,248 shares of common stock were outstanding and entitled to be voted at the Annual Meeting.

Revoking Your Proxy or Changing Your Vote. Stockholders of record may revoke their proxy at any time before the electronic polls close by submitting a later-dated vote via the Internet, by telephone or by mail; by delivering instructions to our Secretary before the Annual Meeting commences; or by voting online in person during the Annual Meeting. Simply attending the meeting will not affect a vote that you have already submitted.

Beneficial stockholders may revoke any prior voting instructions by contacting the broker, bank, or other nominee that holds their shares prior to the Annual Meeting or by voting online during the meeting.

Cautionary Note Regarding Forward-Looking Statements

This Proxy Statement includes “forward-looking statements.” Such forward-looking statements are subject to a number of risks and uncertainties, many of which are not under Antero Resources’ control. All statements, except for statements of historical fact, made in this Proxy Statement regarding activities, events or developments Antero Resources expects, believes or anticipates will or may occur in the future, such as those regarding Antero Resources’ (1) ability to achieve its Net Zero, methane leak loss rate and GHG emissions goals; (2) its plans, strategies, initiatives, and objectives; (3) our assumptions and expectations; (4) the scope and impact of our ESG risks and opportunities; and (5) standards and expectations of third parties are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Company goals are aspirational and not guarantees or promises that goals will be met. All forward-looking statements speak only as of the date of this hereof. Although Antero Resources believes that the plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that these plans, intentions or expectations will be achieved. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements. Except as required by law, Antero Resources expressly disclaims any obligation to and does not intend to publicly update or revise any forward-looking statements.

The actual conduct of our activities, including the development, implementation or continuation of any goals (including sustainability goals), commitments, strategies, initiatives, and objectives, discussed or forecasted in this report may differ materially in the future. In addition, many of the standards and metrics used in preparing this Proxy Statement and the 2021 ESG Report, and other sustainability information provided by the Company continue to evolve and are based on management expectations and assumptions believed to be reasonable at the time of preparation but should not be considered guarantees. The standards and metrics used, and the expectations and assumptions they are based on, have not been verified by any third party. Statistics, metrics, and measurements relating to ESG matters are estimates and may be based on assumptions or developing standards. Assumptions, standards, statistics, metrics, and measurements used in preparing this report continue to evolve, and these statements are based on management’s beliefs, assumptions, and expectations based on currently available information, are not guarantees of future performance, and are subject to risks, uncertainties, and assumptions that are difficult to predict, including those identified in our most recent filings with the Securities and Exchange Commission (“SEC”) on Form 10-K and Form 10-Q. While we anticipate continuing to monitor and report on certain sustainability information, we cannot guarantee that such data will be consistent year-to-year, as methodologies and expectations continue to evolve. We hereby expressly disclaim any

- 2023 Proxy Statement

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obligation or duty not otherwise required by legal, contractual, and other regulatory requirements to update, correct, provide additional details regarding, supplement, or continue providing such data, in any form, in future. Furthermore, there are sources of uncertainty and limitations that exist that are beyond our control and could impact the Company’s plans and timelines, including the reliance on technological and regulatory advancements and market participants’ behaviors and preferences.

In addition, while we seek to align these disclosures with the recommendations of various third-party frameworks, such as the Task Force on Climate-Related Financial Disclosures, we cannot guarantee strict adherence to these framework recommendations. Additionally, our disclosures based on these frameworks may change due to revisions in framework requirements, availability of information, changes in our business or applicable governmental policy, or other factors, some of which may be beyond our control. Moreover, with regards to our participation in, or certification under, various frameworks, we may incur certain costs associated with such frameworks and cannot guarantee that such participation or certification will have the intended results on our or our products’ ESG profile. In addition, the calculation of the methane leak loss rate disclosed in the 2021 ESG Report is based on ONE Future protocol, which is based on the EPA Greenhouse Gas Reporting Program currently in effect. We also calculate our Scope 1 emissions in accordance with the EPA Greenhouse Gas Program, which is subject to change, and revisions to this program could result in the calculation of increased emissions from our operations, which in turn could impact our ability to meet our Scope 1 and 2 GHG emission reduction goals on our proposed timeline. Scope 1 emissions are the Company’s direct greenhouse gas emissions, and Scope 2 emissions are the Company’s indirect greenhouse gas emissions associated with the purchase of electricity, steam, heat or cooling. With respect to its emissions goal, Antero Resources anticipates achieving Net Zero Scope 1 and Scope 2 emissions by 2025 through operational efficiencies and the purchase of carbon offsets; however, such goals are aspirational and we could face unexpected material costs as a result of our efforts to meet these goals. Moreover, given uncertainties related to the use of emerging technologies, the state of markets for and availability of verified quality carbon offsets, we cannot predict whether or not we will be able to meet these goals in a timely fashion, if at all, or whether any offsets we purchase will ultimately achieve the emission reduction it represents.

This Proxy Statement and the 2021 ESG Report contain statements based on hypothetical or severely adverse scenarios and assumptions, and these statements should not necessarily be viewed as being representative of current or actual risk or forecasts of expected risk. These scenarios cannot account for the entire realm of possible risks and have been selected based on what we believe to be a reasonable range of possible circumstances based on information currently available to us and the reasonableness of assumptions inherent in certain scenarios; however, our selection of scenarios may change over time as circumstances change. While future events discussed in this Proxy Statement or the 2021 ESG Report may be significant, any significance should not be read as necessarily rising to the level of materiality of certain disclosures included in Antero Resources’ SEC filings.

Antero Resources cautions you that these forward-looking statements are subject to all the risks and uncertainties, incident to the exploration for and development, production, gathering and sale of natural gas, NGLs and oil most of which are difficult to predict and many of which are beyond the Antero Resources’ control. These risks include, but are not limited to, the risks described under the heading “Item 1A. Risk Factors” in Antero Resources’ Annual Report on Form 10-K for the year ended December 31, 2022. Unless otherwise provided, the information contained in this report is expressly not incorporated by reference into any filing of the Company made with the SEC, or any other filing, report, application, or statement made by the Company to any federal, state, tribal, or local governmental authority.

- 2023 Proxy Statement

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ITEM ONE: ELECTION OF DIRECTORS

The Board is divided into three classes. Directors in each class are elected to serve for three-year terms and until they are re-elected, their successors are elected and qualified, or they resign or are removed. Each year, the directors of one class stand for re-election as their terms of office expire.

Based on recommendations from our Nominating & Governance Committee, the Board has nominated the following individuals for election as Class I directors of Antero, with terms to expire at the 2026 Annual Meeting of Stockholders, barring an earlier resignation or removal:



Paul M. Rady	Brenda R. Schroer	Thomas B. Tyree, Jr.

All nominees currently serve as Class I directors of Antero. Their biographical information is contained in “Directors” below.

The Board has no reason to believe that any of its nominees will be unable or unwilling to serve if elected. If a nominee becomes unable or unwilling to accept nomination or election, either the size of the Board will be reduced or the individuals acting under your proxy will vote for the election of a substitute nominee recommended by the Board.

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF EACH OF THE DIRECTOR NOMINEES.

- 2023 Proxy Statement

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Summary of Director Qualifications and Experience

We recognize the importance of diversity on our Board. Pursuant to our Diversity and Inclusion Policy and the Nominating and Governance Committee Charter, we view diversity broadly to include diversity of backgrounds, skills and viewpoints as well as traditional diversity concepts such as race, gender, national origin, religion or sexual orientation or identity. The Board believes that all directors should have sound business judgment, personal and professional integrity, an ability to work as part of a team, willingness to commit the required time to serve as a Board member, business experience, and financial literacy. The Nominating & Governance Committee considers diversity along with other factors when reviewing director candidates, and our Diversity and Inclusion Policy and our Nominating and Governance Committee Charter require that each pool of candidates to be considered to fill a vacancy on the Board shall include at least one individual who would be considered diverse based on traditional diversity concepts such as race, gender, national origin, religion, or sexual orientation or identity.

As of the date hereof, the Board embodied a diverse set of experiences, qualifications, attributes, and skills, as shown below:

Rady

Schroer

Tyree

Keenan

Mutschler

Clark

Hardesty

Sutil

Executive Leadership

•

Financial

•

Accounting/Audit

•

Risk Management

•

Operations

•

Industry

•

NOTICE

PROXY STATEMENT

PROXY SUMMARY

Corporate Responsibility

Human Capital Management

Community Engagement

Diversity

Governance

Environment and Safety(1)

Investor Outreach

Executive Compensation Highlights

Current Directors and Board Nominees

2023 Annual Meeting of Stockholders

Meeting Admission

Voting Before or During the Meeting

Cautionary Note Regarding Forward-Looking Statements

ITEM ONE: ELECTION OF DIRECTORS

Summary of Director Qualifications and Experience

Environment and Safety⁽¹⁾

SEC Form DEF 14A filed by Antero Resources Corporation