8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): December 13, 2019

Montage Resources Corporation

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-36511	46-4812998
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
122 West John Carpenter Freeway, Suite 300 Irving, Texas		75039
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (469) 444-1647

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instructions A.2. below):

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.01 Per Share	MR	New York Stock Exchange

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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; CompensatoryArrangements of Certain Officers.

On December 13, 2019, Michael Jennings notified the Board of Directors (the “Board”) of Montage Resources Corporation (the “Company”) of his decision to resign from the Board, effective that date.  Mr. Jennings stated that he resigned from the Board to focus on his new role as Chief Executive Officer and President of HollyFrontier Corporation (“HollyFrontier”), to which he was appointed effective as of January 1, 2020, as announced by HollyFrontier on November 15, 2019.  At the time of his resignation, Mr. Jennings served as Chairman of the Board and as a member of the Board’s Audit and Compensation Committees.

In connection with Mr. Jennings’ resignation from the Board, the size of the Board was reduced from ten members to nine members, Randall Albert, currently a member of the Board, was appointed as Chairman of the Board and as a member of the Board’s Compensation Committee and Don Dimitrievich, currently a member of the Board, was appointed as a member of the Board’s Audit Committee.

Item 7.01Regulation FD Disclosure.

On December 16, 2019, the Company issued a press release announcing the resignation of Michael Jennings as Chairman of the Board and the appointment of Randall Albert as new Chairman of the Board.  A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified therein as being incorporated therein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit Number	Description
99.1	Press Release, dated December 16, 2019.

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.

	MONTAGE RESOURCES CORPORATION
Date: December 16, 2019	By:	/s/ Paul M. Johnston
	Name:	Paul M. Johnston
	Title:	Executive Vice President, General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

Montage Resources Corporation Announces Randall M. Albert to Succeed Michael Jennings as Chairman of the Board of Directors

IRVING, TX- December 16, 2019- (BUSINESS WIRE) - Montage Resources Corporation (NYSE:MR) (the “Company” or “Montage Resources”) today announced that Michael Jennings, Chairman of the Board, has resigned from the board of directors of the Company (the "Board") effective as of December 13, 2019 in order to focus his efforts on his recent appointment as CEO and President of HollyFrontier Corporation (NYSE: HFC) (“HollyFrontier”), to which he was appointed effective as of January 1, 2020, as announced by HollyFrontier on November 15, 2019.  The resignation was not the result of any disagreement with the Company or any of its affiliates on any matter relating to the Company's operations, policies or practices. In connection with Mr. Jennings resignation from the Board, the size of the Board was reduced from ten members to nine members and Randall M. Albert, currently a member of the Board, was appointed as Chairman of the Board and will serve on the Company’s Audit Committee and Compensation Committee.

John Reinhart, President and CEO, commented, “On behalf of my fellow directors, the Company's management team, and its shareholders, I would like to thank Mike for his service to Montage Resources over these past few years.  Mike joined the Board in 2016 and has provided valuable leadership, insight and assistance to the Company's progress during his tenure. We are grateful for his contributions and wish him the very best in the future. Additionally, we are extremely pleased with the Board’s decision to appoint Randy as our new Chairman.  He has many years of valuable operational experience in the Appalachian Basin and we look forward to his stewardship in this vital role.”

Randall M. Albert previously served as a member of the board of Montage Resources predecessor (Eclipse Resources Corporation) since June 2014 and was elected Lead Independent Director of Eclipse Resources Corporation in November 2014. Mr. Albert served as the Chief Operating Officer of the Gas Division of CONSOL Energy Inc., a producer of coal and natural gas (“CONSOL”), from 2010 until January 2014. From 2005 until 2010, he was the operational leader of CONSOL’s gas business in Northern Appalachia. Mr. Albert began working for CONSOL in 1979 and was selected to lead the operation of its coal bed methane gas business in Southern Appalachia in 1985. He is a board member of Wellsite Fishing and Rentals, and an Advisory board member to Gas Field Services and Black Bay Energy Capital and he served as a founding advisory member of the board and chairman of the Marcellus Shale Coalition. Additionally, he currently serves on the advisory board for the Virginia Tech Mining Engineering Department. Mr. Albert is a Registered Professional Engineer in Virginia and West Virginia and holds a B.S. degree in Mining Engineering from Virginia Polytechnic Institute and State University, where in 2016 Mr. Albert was inducted into the Academy of Engineering Excellence, the highest honor bestowed on College of Engineering graduates at Virginia Tech.

About Montage Resources

Montage Resources is an exploration and production company with approximately 218,000 net effective undeveloped acres currently focused on the Utica and Marcellus Shales of southeast Ohio, West Virginia and North Central Pennsylvania. For more information, please visit the Company’s website at www.montageresources.com.

Contact:

Montage Resources Corporation

Douglas Kris, Investor Relations

(469) 444-1736

dkris@mresources.com