RANGER OIL CORPORATION
Annual Meeting of Shareholders
To Be Held on May 2, 2022
This Proxy Statement and the accompanying proxy card are being furnished to shareholders of Ranger Oil Corporation, which is referred to in this Proxy Statement as the “Company,” “we,” “us” or “our,” in connection with the solicitation by or on behalf of the Board of Directors of the Company, or the “Board,” of proxies to be voted at the 2022 Annual Meeting of Shareholders, or the “Annual Meeting,” to be held at 10:30 a.m., Central time, on Monday, May 2, 2022 and at any adjournment, postponement or continuation thereof. The Annual Meeting will be held at the Hyatt Regency Houston West, Houston, Texas. This Proxy Statement and the accompanying proxy card are first being mailed on or about March 29, 2022. Our principal executive offices are located at 16285 Park Ten Place, Suite 500, Houston, Texas 77084.
As discussed above, we intend to hold this Annual Meeting in person. However, we are monitoring the situation regarding COVID-19, taking into account guidance from the Centers for Disease Control and Prevention and the World Health Organization. The health and well-being of our employees, Board members and stockholders is our top priority. Accordingly, we are planning for the possibility that we may have to again provide for Annual Meeting attendance or participation by means of remote communication if we determine it is not advisable to hold an in-person meeting or if individuals are unable to attend in person. We will announce any such updates as promptly as practicable, and details on how to participate will be issued by press release, posted on our website, and/or filed with the SEC as additional proxy materials. As always, we encourage you to vote your shares prior to the annual meeting.
Record Date and Voting Rights
Only holders of record of shares of our Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), or Class B Common Stock, par value $0.01 per share (“Class B Common Stock” and together with the Class A Common Stock, the “Common Stock”), at the close of business on March 18, 2022 will be entitled to vote at the Annual Meeting. On that date, there were outstanding 21,115,294 shares of our Class A Common Stock and 22,548,998 outstanding shares of our Class B Common Stock.
Holders of our Common Stock will vote together as a single class at the Annual Meeting. Holders of our Common Stock are entitled to one vote per share of Common Stock on all matters to be presented at the Annual Meeting. Therefore, up to 43,664,292 votes may be cast at the Annual Meeting. All shares represented by properly executed and delivered proxies will be voted at the Annual Meeting.
The presence, in person or by proxy, of a majority in voting power of the outstanding Common Stock (including the Class B Common Stock, as indicated above) at the Annual Meeting constitutes a quorum. If a share is represented for any purpose at the Annual Meeting, it is deemed to be present for quorum purposes for all matters considered at the Annual Meeting. If a quorum is not present at the Annual Meeting, the holders of a majority of the shares entitled to vote who are present or represented by proxy have the power to adjourn the Annual Meeting from time to time without notice, other than an announcement at the Annual Meeting of the time and place of the adjourned meeting, until a quorum is present. In addition, under our Seventh Amended and Restated Bylaws (the “Bylaws”), our Chairman has the power to adjourn the Annual Meeting for any reason from time to time without notice, other than an announcement of the time and place of the adjourned meeting, provided that a new record date is not set. At any such adjourned meeting at which a quorum is present, any business may be transacted that may have been transacted at the Annual Meeting.
Directors will be elected (Proposal No. 1) by the affirmative vote of the majority of the votes cast at the Annual Meeting, which means the number of votes cast “for” such nominee exceeds the number of votes cast “against” such