Antero Resources Corporation filed SEC Form 8-K: Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Regulation FD Disclosure, Financial Statements and Exhibits
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 14, 2025, Antero Resources Corporation (“Antero Resources”) and Antero Midstream Corporation (“Antero Midstream”) announced that, effective today, Michael N. Kennedy will serve as Chief Executive Officer and President of Antero Resources and Antero Midstream, and serve on each company’s Board of Directors. In connection with his promotion, Mr. Kennedy will cease to be Chief Financial Officer of Antero Resources and SVP—Finance of Antero Resources and Antero Midstream. Mr. Kennedy’s promotion comes in connection with the announcement that Paul M. Rady will transition from his roles as Chief Executive Officer and President and as a member and Chairman of the Boards of Directors of Antero Resources and Antero Midstream to his roles as Chairman Emeritus of each company to focus on his family, health and philanthropy. Mr. Rady’s transition to the Chairman Emeritus role is not the result of any disagreement with Antero Resources or Antero Midstream.
Mr. Kennedy has served as Chief Financial Officer of Antero Resources since 2021 and SVP—Finance of Antero Resources and Antero Midstream since 2016. Mr. Kennedy also served as Chief Financial Officer of Antero Midstream and its predecessors from 2016 to 2021. Mr. Kennedy has been a member of the Board of Directors of Antero Midstream since 2021. Prior to joining Antero, Mr. Kennedy spent 12 years at Forest Oil Corporation, where he held various positions, including Executive Vice President and Chief Financial Officer from 2009 to 2013. From 1996 to 2001, Mr. Kennedy was an auditor with Arthur Andersen focusing on the Natural Resources Industry. Mr. Kennedy holds a B.S in Accounting from the University of Colorado at Boulder.
In connection with Mr. Kennedy’s promotion and Mr. Rady’s transition to Chairman Emeritus, Antero Resources announced new responsibilities for certain members of its Board of Directors and management team:
Antero Resources is separating the roles of Chairman of the Board and Chief Executive Officer. Benjamin A. Hardesty, the Lead Independent Director of Antero Resources, will serve as Chairman of the Board of Antero Resources. Mr. Hardesty has served on the Board of Directors of Antero Resources since its IPO in 2013. He has also served on the Board of Directors of many other public and private companies and as President of the Independent Oil and Gas Association of West Virginia. From 1995 to 2010, Mr. Hardesty held senior leadership positions at Dominion Energy affiliated companies, including serving as President of Dominion E&P, Inc. from 2007 to 2010. From 1978 to 1995, Mr. Hardesty served in roles of increasing responsibility at Development Drilling Corp and Stonewall Gas Company. Mr. Hardesty received a Bachelor of Science from West Virginia University and a Master of Science from George Washington University.
Brendan E. Krueger, currently Vice President—Finance and Treasurer of Antero Resources and Chief Financial Officer, Vice President—Finance and Treasurer of Antero Midstream, will serve as Chief Financial Officer, SVP—Finance and Treasurer of Antero Resources, will cease to be Chief Financial Officer of Antero Midstream, and will serve as SVP—Finance and Treasurer of Antero Midstream. Mr. Krueger, 40, has served in multiple leadership roles at Antero Resources and Antero Midstream, including as Vice President—Finance and Treasurer of Antero Resources since 2018 and 2019, respectively, and as Chief Financial Officer, Vice President—Finance and Treasurer of Antero Midstream since 2021. From 2007 to 2014, Mr. Krueger worked in investment banking focused on equity and debt financing and M&A advisory primarily with Wells Fargo Securities and Robert W. Baird & Co. Mr. Krueger earned his Bachelor of Business Administration in Finance from the University of Notre Dame.
The management and board transitions described herein will be effective as of August 14, 2025.
In connection with Mr. Rady’s transition to Chairman Emeritus, Antero Resources and Antero Midstream entered into a Chairman Emeritus Agreement (the “Emeritus Agreement”) with Mr. Rady, pursuant to which Mr. Rady will transition from his current roles as President and Chief Executive Officer and member and Chairman of the Board of Directors. Pursuant to the Emeritus Agreement, Mr. Rady will serve as Chairman Emeritus until December 31, 2028, unless the Board extends his term as Chairman Emeritus beyond such date. As Chairman Emeritus, Mr. Rady will be entitled to receive an annual salary of $50,000, will continue to vest in outstanding equity awards pursuant to their terms, will be eligible to participate in company benefit plans and will be eligible to participate in any company severance plan that may be adopted during his term as Chairman Emeritus. Mr. Rady will also be entitled to a pro-rated portion of his 2025 annual incentive bonus. The foregoing summary of the Emeritus Agreement is qualified in its entirety by the Emeritus Agreement, a copy of which is filed as Exhibit 10.1 with this Current Report on Form 8-K and is incorporated herein by reference.
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On August 14, 2025, the Board of Directors of Antero Resources amended and restated its bylaws (as amended and restated, the “Third A&R Bylaws”) to outline the responsibilities of the Chairman of the Board, Chairman Emeritus and Chief Executive Officer roles in new Sections 3.14 and 3.15 and revised Section 5.4, and to remove the Chairman of the Board from the list of required officers of the company in Section 5.3.
The foregoing summary and description of the provisions of the Third A&R Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Third A&R Bylaws, a copy of which is filed as Exhibit 3.1 with this Current Report on Form 8-K and is incorporated herein by reference.
| Item 7.01 | Regulation FD |
On August 14, 2025, Antero Resources and Antero Midstream issued two joint press releases announcing certain management and board transitions. Copies of the press releases are furnished as Exhibit 99.1 and 99.2 hereto and are incorporated by reference herein.
In accordance with General Instruction B.2 of Form 8-K, the information furnished in this Item 7.01 (including the exhibits) is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 3.1 | Third Amended and Restated Bylaws of Antero Resources Corporation, dated August 14, 2025. | |
| 10.1 | Chairman Emeritus Agreement, by and between Antero Resources Corporation, Antero Midstream Corporation and Paul Rady, dated August 14, 2025. | |
| 99.1 | Press release dated August 14, 2025. | |
| 99.2 | Press release dated August 14, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
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.
| ANTERO RESOURCES CORPORATION | ||
| By: | /s/ Brendan E. Krueger | |
| Brendan E. Krueger | ||
| Chief Financial Officer, Senior Vice President—Finance and Treasurer | ||
Dated: August 14, 2025