Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934



Date of report (Date of earliest event reported): December 7, 2018




(Exact Name of Registrant as Specified in its Charter)







(State or Other Jurisdiction
of Incorporation)


(Commission File Number)


(IRS Employer
Identification No.)


1615 Wynkoop Street

Denver, Colorado 80202

(Address of Principal Executive Offices) (Zip Code)


Registrant’s Telephone Number, including Area Code (303) 357-7310



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company ¨


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨





Item 1.01                   Entry Into a Material Definitive Agreement.


In connection with the appointment of Paul J. Korus as a member of the board of directors (the “Board”) of Antero Resources Corporation (the “Company”), the Company entered into an Indemnification Agreement with Mr. Korus pursuant to which the Company will be required to indemnify Mr. Korus to the fullest extent permitted under Delaware law against liability that may arise by reason of his service to the Company and to advance him expenses incurred as a result of any proceeding against him to which he could be indemnified.


The foregoing description is qualified in its entirety by reference to the full text of the Indemnification Agreement, the form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.


Item 5.02.                Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On December 10, 2018, the Company announced that the Board, upon the recommendation of its Nominating and Governance Committee, appointed Paul J. Korus to the Board as a Class II director, effective as of December 7, 2018. Also effective December 7, 2018, Mr. Korus was appointed to serve on the Board’s Audit Committee. The Board determined that Mr. Korus meets the independence requirements under the rules of the New York Stock Exchange and the Company’s independence standards, and that there are no transactions between the Company and Mr. Korus that would require disclosure under Item 404(a) of Regulation S-K. There are no understandings or arrangements between Mr. Korus and any other person pursuant to which Mr. Korus was selected to serve as a director of the Board.


Mr. Korus will receive the standard non-employee director compensation for serving on the Board. The specific terms of such compensation are described further in the Company’s annual proxy statement that was filed with the Securities and Exchange Commission on April 25, 2018.


In connection with his appointment to the Board, the Company entered into an Indemnification Agreement with Mr. Korus.  The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02 of this Current Report on Form 8-K.


Item 7.01.                Regulation FD Disclosure.


A copy of the Company’s press release announcing the appointment of Mr. Korus to the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.


The information in this Item 7.01 (including the exhibit) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.


Item 9.01 Financial Statements and Exhibits


(d) Exhibits.







Form of Amended and Restated Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (Commission File No. 001-36120) filed on April 17, 2018).



Antero Resources Corporation press release, dated December 10, 2018.






Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.









/s/ Glen C. Warren, Jr.



Glen C. Warren, Jr.



President and Chief Financial Officer


Dated: December 10, 2018