Sector: Energy
RANGE RESOURCES CORP · Meeting: May 13, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Director since 2015 with strong financial expertise (CPA, Audit Committee Chair); RRC's 3-year price return of 88.6% is strongly positive and well above the ^MDY — S&P MidCap 400 benchmark, no TSR underperformance trigger fires; no overboarding, attendance, or independence concerns.
Director since 2019 with deep energy industry and financial expertise (CPA, former CFO of Smith International); RRC's 3-year price return of 88.6% is strongly positive and well above the ^MDY — S&P MidCap 400 benchmark, no TSR underperformance trigger fires; no overboarding, attendance, or independence concerns.
Director since 2023 with 25+ years of oil and gas experience; joined within approximately 3 years ago with tenure overlapping less than the full measurement period, and RRC's strong 3-year return means no TSR trigger fires regardless; no overboarding, attendance, or independence concerns.
Director since 2025, well within the 24-month new-director exemption period, so the TSR trigger does not apply; brings 30+ years of oil and gas CEO-level experience; no overboarding, attendance, or independence concerns.
Independent Chairman since 2015 with extensive energy finance experience (former CFO of Phillips 66, CPA); RRC's 3-year price return of 88.6% is strongly positive and well above the ^MDY — S&P MidCap 400 benchmark, no TSR underperformance trigger fires; no overboarding, attendance, or independence concerns.
Director since 2021 with energy industry, geoscience, and public policy expertise; RRC's 3-year price return of 88.6% is strongly positive and well above the ^MDY — S&P MidCap 400 benchmark, no TSR underperformance trigger fires; no overboarding, attendance, or independence concerns.
CEO and director since 2023; as an executive director he is subject to the same TSR trigger, but RRC's 3-year price return of 88.6% is strongly positive and well above the ^MDY — S&P MidCap 400 benchmark so no trigger fires; no independence or overboarding issues apply to an internal executive director.
All seven director nominees receive a FOR vote. RRC's 3-year stock price return of 88.6% is strongly positive and substantially outperforms the ^MDY — S&P MidCap 400 benchmark, meaning the TSR underperformance trigger does not fire for any director. The board is well-qualified with relevant energy industry, financial, and operational expertise, a board skills matrix is disclosed, all independent directors have appropriate committee assignments, attendance was 100% for all directors, and no overboarding concerns exist.
CEO
Dennis L. Degner
Total Comp
$8,375,421
Prior Support
99%%
CEO total compensation of $8,375,421 is reasonable for a $10.7B energy company with strong operational and financial performance in 2025, and prior say-on-pay support was 99% — well above the 70% threshold that would require a response. The pay mix is heavily variable and performance-based: the CEO receives 60% of his long-term incentive award as performance stock awards tied to relative TSR vs. peers over a three-year period, with payouts ranging from 0% to 200% of target, and annual bonuses are tied to multiple objective financial and operational metrics. A meaningful clawback policy is in place, stock ownership requirements are robust (CEO holds stock worth 36x base salary), and there are no repricing or backdating concerns.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$2,880,000
Non-Audit Fees
$88,370
Non-audit fees (tax fees of $84,532 plus other fees of $3,838 = $88,370) represent only about 3.1% of audit fees of $2,880,000, well below the 50% threshold that would raise independence concerns. EY is a Big 4 firm appropriate for a $10.7B market cap company. Auditor tenure is not disclosed in the filing so the tenure trigger cannot fire per policy. No material restatements are noted.
Range Resources' 2026 annual meeting presents a clean ballot with no significant governance concerns — all seven director nominees receive FOR votes supported by RRC's outstanding 3-year stock return of 88.6% that far exceeds the ^MDY — S&P MidCap 400 benchmark, auditor ratification passes easily with non-audit fees at just 3.1% of audit fees, and the say-on-pay proposal earns a FOR vote based on a strongly performance-linked pay structure that received 99% shareholder support in 2025. No stockholder proposals appear on the ballot.
19 companies disclosed in 2026 proxy filing
