UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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

Check the appropriate box:
	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material under §240.14a-12

RANGE 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 all boxes that apply):
	No fee required.
	Fee paid previously with preliminary materials.
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

RANGE RESOURCES CORPORATION
Notice of 2024 Annual Meeting of Stockholders

2024 Proxy Statement

Annual Meeting

Wednesday, May 8, 2024
8:00 a.m. Central Time

Please vote promptly by:

TELEPHONE	INTERNET	MAIL	MOBILE DEVICE



		marking, signing and returning your proxy or voting instruction card

Range Resources Corporation
100 Throckmorton Street
Suite 1200
Fort Worth, Texas 76102

Dear Fellow Stockholders,

On behalf of the Board of Directors (the “Board”), we are pleased to invite you to participate in Range Resources’ 2024 Annual Meeting of Stockholders (the “Annual Meeting” or the “Meeting”). Our Annual Meeting will be held telephonically, commencing at 8:00 a.m., Central Time, on Wednesday, May 8, 2024. To access the event you will need to register virtually at https://ir.rangeresources.com/events/event-details/2024-annual-meeting-stockholders. The attached Notice of 2024 Annual Meeting of Stockholders and Proxy Statement provide information about the business we plan to conduct.

Navigating Change

In March 2023 we announced that, after a successful career with Range spanning almost 20 years, Jeff Ventura would retire effective June 2023. Jeff’s vision and technical skills were instrumental in unlocking the Marcellus Shale and during his tenure, production and proved reserves grew significantly. The Board is grateful for his outstanding leadership.

At the May 2023 Annual Meeting, Dennis Degner was appointed Chief Executive Officer and President. Dennis was previously Range’s Executive Vice President and Chief Operating Officer. He brings more than 25 years of modern shale gas development experience and the Board fully expects he will continue to elevate our performance and drive stockholder value.

We continued to enhance and refresh our Board and in October we added one new director, Charles G. Griffie. Charles brings valuable expertise in the areas of midstream and general E&P operations. The Board remains committed to ongoing and thoughtful refreshment to maintain an appropriate balance of tenure, background and skills on the Board.

2023 Operating and Financial Performance

Our workforce performed at an exceptional level in 2023. Our employees successfully adapted to lingering supply chain issues and inflationary pressures. We continue to focus on being resilient through commodity price cycles, which includes a disciplined capital allocation approach, maintaining a strong balance sheet with opportunistic debt reductions along with our return of capital program. Natural gas is a critical source of energy and is necessary to maintain quality of life and will help improve living standards around the world. Our immense inventory will allow us to participate in the growing future demand for natural gas and natural gas liquids in both the United States and the world.

Sustainability

Our commitment to being a responsible, low cost operator and delivering on our environmental goals is critical to our long-term success. By design, our environmentally sustainable strategies also provide commercial efficiencies. We continue to make steady progress towards our announced goal of net zero scope 1 and scope 2 GHG Emissions by the end of 2025.

Listening to Stockholder Feedback

We proactively engage with stockholders and feedback from these engagements informs our viewpoints and decisions. We remain committed to regular and transparent engagement. We value your views and would like to hear from you.

On behalf of the entire Board, we would like to thank all of our stockholders for your ongoing support and investment in Range. We are proud of our employees for their many accomplishments and I am very grateful for the counsel and guidance of my fellow directors. We look forward to your vote at the Annual Meeting.

Sincerely yours,

Greg G. Maxwell
Chairman of the Board

March 29, 2024

RANGE RESOURCES CORPORATION - 2024 Proxy Statement 1

Notice of 2024 Annual
Meeting of Stockholders

Date and Time

Wednesday, May 8, 2024

8:00 A.M. Central Time

Place

https://ir.rangeresources.com/events/event-details/2024-annual-meeting-stockholders

Who Can Vote

Stockholders of record at the close of business March 21, 2024 may vote at the Meeting or any postponements or adjournments of the meeting

How to Cast Your Vote

•	Online before the meeting: www.proxyvote.com
•	By phone: 800-690-6903
•	Proxy Card or Voting Instruction Form: Complete, sign, and return your proxy card
•	Scan the QR code on your proxy card by mobile device
•	You may vote at the Annual Meeting

	•	To elect the eight nominees named in the attached Proxy Statement to our Board, each for a term expiring at the 2025 annual meeting or when their successors are duly elected and qualified;
	•	To consider and vote on a non-binding proposal to approve our executive compensation philosophy (“say on pay”);
	•	To consider a Board proposal to amend our restated Certificate of Incorporation to reflect current Delaware corporate law provisions permitting the exculpation of certain officers;
	•	To consider and vote on a proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm as of and for the fiscal year ending December 31, 2024;
	•	To transact any other business properly brought before the meeting,

Stockholders will also vote on any other business that is properly brought before the Meeting. The list of stockholders entitled to vote at the Meeting will be open to the examination of any stockholder for any purpose relevant to the Meeting during normal business hours for ten days before the Meeting at our Fort Worth offices. The list will also be available during the Meeting for inspection by stockholders.

MacKenzie Partners, Inc. has been retained to assist us in the process of obtaining your vote, If you have any questions regarding the Meeting or require assistance in voting your shares, please contact them at 800-322-2885 or call them collect at 212-929-5500.

Whether or not you plan to attend the Meeting, please complete, date and sign the enclosed proxy and return it in the envelope provided or you may vote online at www.proxyvote.com using the control number printed on the proxy. You may revoke your proxy at any time before its exercise and vote at the Meeting.

By Order of the Board of Directors

Erin W. McDowell
Corporate Secretary

March 29, 2024

RANGE RESOURCES CORPORATION - 2024 Proxy Statement 2

Table of Contents

PROXY SUMMARY		5

PROXY STATEMENT		12

PROPOSAL 1 ELECTION OF DIRECTORS		13
Nomination and Election of Directors Nominated by the Board		13
Required Vote and Recommendation		13
Nominees For Director – Terms Expire 2025		15

CORPORATE GOVERNANCE		20
Director Compensation		27
Compensation Committee Interlocks and Insider Participation		29
Stock Ownership-Directors, Management and Certain Beneficial Owners		29
Security Ownership of Certain Beneficial Owners		30
Delinquent Section 16(a) Reports		30

PROPOSAL 2 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION		31
Required Vote and Recommendation		31
Compensation Discussion and Analysis		32

EXECUTIVE SUMMARY		33

HOW WE DETERMINE EXECUTIVE COMPENSATION		36

2023 COMPENSATION PROGRAM ELEMENTS		39

2024 COMPENSATION PROGRAM		46

COMPENSATION POLICIES AND PRACTICES		49
Compensation Committee Report		50

EXECUTIVE COMPENSATION TABLES		51
Summary Compensation Table		51
Pay Versus Performance		52
Pay-For-Performance Alignment		55
CAP Versus Total Stockholder Return		55
CAP Versus Net Income (Loss)		55
CAP Versus Net Debt		56

RANGE RESOURCES CORPORATION - 2024 Proxy Statement 3

Back to Contents

CEO Pay Ratio of 35 to 1		57
Grants of Plan-Based Awards in 2023		58
Outstanding Equity Awards at 2023 Fiscal Year-End		60
Option Exercises and Stock Vested in 2023		61
Non-Qualified Deferred Compensation Plan		62
Potential Payments upon Termination and Change in Control		66
Other Post-Employment Payments		69
Equity Compensation Plan Information		70

PROPOSAL 3 APPROVAL OF AN AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR OFFICER EXCULPATION		71
Key Features of the Amendment		71
Required Vote and Recommendation		72

PROPOSAL 4 RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		73
Required Vote and Recommendation		73
Report of the Audit Committee		74
Independent Registered Public Accountants		75
Audit Fees		75
Tax Fees		75
Pre-Approval Policy and Procedures		75

OTHER BUSINESS		76

STOCKHOLDER PROPOSALS FOR 2025 ANNUAL MEETING		76

FREQUENTLY ASKED QUESTIONS AND ANSWERS		77
Proxy Materials and Voting Information		77
Company Documents, Communications and Stockholder Proposals		81

ANNEX A		82

ANNEX B		84

ANNEX C		85

RANGE RESOURCES CORPORATION - 2024 Proxy Statement 4

Back to Contents

PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all the information that you should consider and you should read the entire proxy statement carefully before voting. For more complete information regarding our 2023 performance, please review our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

2024 ANNUAL MEETING INFORMATION

Your Vote Is Very Important – VOTE TODAY

It is important that you vote. Please carefully review the proxy materials for the 2024 Annual Meeting and follow the instructions below to cast your vote on all of the voting matters.

Voting Matters and Board Recommendations

RANGE RESOURCES CORPORATION - 2024 Proxy Statement 5

Back to Contents

Board Nominees and Committee Memberships

Committee Membership

Name

Age

Director
Since

Principal
Occupation

Audit

Compensation

ESG and Safety

Governance
and Nominating

Brenda A. Cline
Independent

2015

Chief Financial Officer, Treasurer and Secretary of the Chair Kimbell Art Foundation

Chair

Margaret K. Dorman
Independent

2019

Former EVP, Chief Financial Officer and Treasurer of Smith International, Inc.

Chair

James M. Funk
Independent

2008

Former Senior Vice President of Equitable Resources

Chair

Steve D. Gray
Independent

2018

Former Chief Executive Officer of RSP Permian, Inc.

Chair

Charles G. Griffie
Independent

2023

Former SVP Engineering and Operations, Western Midstream Partners

Greg G. Maxwell
Independent
Chairman

2015

Former Executive Vice President, Finance and Chief Financial Officer of Phillips 66

Reginal W. Spiller
Independent

2021

President and CEO of Azimuth Energy Investments, LLC and formerly Deputy Assistant Secretary of Oil & Gas at U.S. Department of Energy

Dennis L. Degner

2023

Chief Executive Officer and President. Previously Executive Vice President, Chief Operating Officer of Range Resources Corporation

Key Qualifications

The following are some of the key qualifications and skills of our Board.

CEO/Senior
Officer
Experience

Industry
Experience

Financial
Reporting
Experience

Banking/
Finance
Experience

Engineering/
Geoscience

Technology

Risk
Management

Environmental,
Health,
Safety and
Sustainability

Brenda A. Cline

Margaret K. Dorman

James M. Funk

Steve D. Gray

SEC Form DEF 14A filed by Range Resources Corporation