September 6, 2024
Paul M. Rady
Chairman, President, and Chief Executive Officer
Antero Resources Corporation
1615 Wynkoop Street
Denver, CO 80202
Re: Antero Resources Corporation
Definitive Proxy Statement on Schedule 14A
Filed April 25, 2024
File No. 001-36120
Dear Paul M. Rady:
We have limited our review of your most recent definitive proxy statement
to those issues
we have addressed in our comments.
Please respond to this letter by providing the requested information
and/or confirming that
you will revise your future proxy disclosures in accordance with the topics
discussed below. If
you do not believe a comment applies to your facts and circumstances, please
tell us why in your
response.
After reviewing your response to this letter, we may have additional
comments.
Definitive Proxy Statement on Schedule 14A
Pay Versus Performance, page 73
1. It appears that you have included net income (loss) and comprehensive
income (loss)
attributable to Antero Resources Corporation in column (h) of your pay
versus
performance table in lieu of net income as required by Item 402(v)(2)(v)
of Regulation S-
K. Please include net income (loss), as reported in your audited GAAP
financial
statements, in column (h) for all years covered by the table. Refer to
Regulation S-K
Compliance and Disclosure Interpretations Question 128D.08. Please note
that you may
voluntarily provide supplemental measures of net income or financial
performance, so
long as any additional disclosure is clearly identified as
supplemental, not misleading,
and not presented with greater prominence than the required disclosure.
See Pay Versus
Performance, Release No. 34-95607 (August 25, 2022) [87 FR 55134
(September 8,
2022)] at Section II.F.3.
2. We note that you have included Total Net Debt, a non-GAAP measure, as
your Company-
September 6, 2024
Page 2
Selected Measure pursuant to Item 402(v)(2)(vi) of Regulation S-K. While
Company-
Selected Measure disclosure is not subject to Regulation G or Item 10(e)
of Regulation S-
K, you must disclose how the measure is calculated from your audited
financial
statements. It is not clear from your disclosure on pages 44-45 how the
Company-Selected
Measure is calculated from your audited financial statements. Please
tell us and revise
future filings to explain how Total Net Debt is calculated from your
audited financial
statements. Note that incorporation by reference to disclosure in a
separate filing, such as
your earnings release, will not satisfy this disclosure requirement.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Christopher Dunham at 202-551-3783 or Amanda Ravitz at
202-551-3412
with any questions.
Sincerely,
Division of
Corporation Finance
Disclosure Review
Program