UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.             )

Filed by the Registrant   ☒

Filed by a Party other than the Registrant   ☐

Check the appropriate box:

Montage Resources Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

MONTAGE RESOURCES CORPORATION

122 West John Carpenter Freeway, Suite 300

Irving, Texas 75039

April 25, 201928, 2020

NOTICE OF 20192020 ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of Montage Resources Corporation:

Notice is hereby given that the 20192020 Annual Meeting of Stockholders (the “Annual Meeting”) of Montage Resources Corporation (the “Company”) will be held on Friday, June 14, 201919, 2020 at 10:00 a.m. Central Daylight Time, at the Company’s principal executive office building located at 122 West John Carpenter Freeway, 1st Floor Conference Center, Irving, Texas 75039.  The Annual Meeting is being held for the following purposes:

These proposals are described in the accompanying proxy statement.  The Board of Directors has fixed the close of business on April 24, 2019,22, 2020, as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting or any adjournment(s) or postponement(s) thereof.  Only stockholders of record at the close of business on the record date are entitled to notice of and to vote at the Annual Meeting.  The stock transfer books will not be closed.  A list of stockholders entitled to vote at the Annual Meeting will be available for examination at the Company’s principal executive offices for ten days prior to the Annual Meeting.

Pursuant to rules adopted by the Securities and Exchange Commission, we have elected to provide access to our proxy solicitation materials primarily via the Internet, rather than mailing paper copies of these materials to each stockholder.  On or about May 2, 2019,4, 2020, we will mail to each stockholder a Notice of Internet Availability of Proxy Materials with instructions on how to access the proxy materials, vote, or request paper copies.

You are cordially invited to attend the Annual Meeting; however, whether or not you expect to attend the Annual Meeting in person, you are urged to submit your proxy so that your shares of stock may be represented and voted in accordance with your preferences and in order to help establish the presence of a quorum at the Annual Meeting.  You can vote your shares via the Internet, by a toll-free telephone call, or by properly completing, signing and returning a hard copy of the proxy card, which can be requested by following the instructions on the Notice of Internet Availability of Proxy Materials.  If you attend the Annual Meeting and would like to vote in person, you may do so even if you have already dated, signed and returned your proxy card.

Pursuant to the rules of the New York Stock Exchange, if you hold your shares in street name, brokers, banks, or other nominees will not have discretion to vote your shares on the election of directors, the proposal to approve, on an advisory basis, the 2019 compensation of our named executive officers or the proposal to approve, on an advisory basis, the Montage Resources Corporation 2019 Long-Term Incentive Plan.frequency of future advisory votes on named executive officer compensation. We encourage you to provide voting instructions to your broker, bank, or other nominee if you hold your shares in street name so that your voice is heard on such matters.

Although we are currently planning on holding our Annual Meeting in person, we are sensitive to concerns and developments relating to the novel coronavirus (COVID-19) and how they may affect our Annual Meeting.  If we determine it is not possible or advisable to hold our Annual Meeting as currently proposed, we will publicly announce, through a press release and the filing of additional soliciting materials with the Securities and Exchange Commission,  alternative arrangements for the meeting, which may include additional procedures or limitations on meeting attendees, holding the meeting in a different location or on a different date or holding the meeting solely by means of remote communication (i.e., a virtual-only annual meeting).  Please monitor our website at ir.montageresources.com for updated information.

If you are planning to attend our Annual Meeting, please check our website prior to the meeting date.  If we determine to hold our Annual Meeting by remote communication, we will provide information regarding how our stockholders may listen live, submit questions and vote at the Annual Meeting.  In addition, a list of our stockholders of record will be made available electronically during the meeting.  Please be sure to retain the 16-digit number included on your proxy card, voting instruction form or notice in order to verify your identity in the event we hold the Annual Meeting by remote communication. 

YOUR VOTE IS IMPORTANT

Your vote is important. We urge you to review the accompanying proxy statementProxy Statement carefully and to submit your proxy as soon as possible so that your shares will be represented at the Annual Meeting.

TABLE OF CONTENTS

MONTAGE RESOURCES CORPORATION

122 West John Carpenter Freeway, Suite 300

Irving, Texas 75039

PROXY STATEMENT

20192020 ANNUAL MEETING OF STOCKHOLDERS

This Proxy Statement is being furnished to you in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Montage Resources Corporation for use at the Montage Resources Corporation 20192020 Annual Meeting of Stockholders (the “Annual Meeting”). In this Proxy Statement, references to “Montage Resources,” the “Company,” “we,” “us,” “our” and similar expressions refer to Montage Resources Corporation, unless the context or a particular reference provides otherwise.  The Board requests your proxy for the Annual Meeting that will be held on Friday, June 14, 201919, 2020 at 10:00 a.m. Central Daylight Time at the Company’s principal executive office building located at 122 West John Carpenter Freeway, 1st Floor Conference Center, Irving, Texas 75039, for the purposes set forth in the accompanying notice and described in this Proxy Statement. By granting a proxy, you authorize the persons named in the proxy to represent you and vote your shares at the Annual Meeting or any adjournment(s) or postponement(s) thereof.

If you attend the Annual Meeting, you may vote in person.  If you are not present at the Annual Meeting, your shares may be voted only by a person to whom you have given a proper proxy.  Although we are currently planning on holding our Annual Meeting in person, we are sensitive to concerns and developments relating to the novel coronavirus (COVID-19) and how they may affect our Annual Meeting.  If we determine it is not possible or advisable to hold our Annual Meeting as currently proposed, we will publicly announce alternative arrangements for the meeting, as more fully described in our Notice of Annual Meeting.

Brokers are not permitted to vote your shares for discretionarynon-routine matters, which include the election of directors, the proposal to approve, on an advisory basis, the 2019 compensation of our named executive officers and the proposal to approve, on an advisory basis, the Montage Resources Corporation 2019 Long-Term Incentive Plan,frequency of future advisory votes on named executive officer compensation, without your instructions as to how to vote.  Please return your proxy so that your vote can be counted on such matters.

DELIVERY OF PROXY MATERIALS

Mailing Date. Date. The Notice of Internet Availability of Proxy Materials (the “Notice of Availability”) is first being sent to stockholders on or about May 2, 2019.4, 2020.

Stockholders Sharing an Address.Address. Each registered stockholder (meaning you own shares in your own name on the books of our transfer agent, Computershare Trust Company, N.A.) will receive one Notice of Availability per account, regardless of whether you have the same address as another registered stockholder.

Some banks, brokers, and other record holders have begun the practice of “householding” proxy statements and annual reports.  “Householding” is the term used to describe the practice of delivering a single copy of this Proxy Statement and the Company’s 20182019 Annual Report to Stockholders (the “Annual Report”) to any household at which two or more stockholders share an address. This procedure reduces the volume of duplicative information and our printing and mailing costs.  We will deliver promptly, upon written or oral request, a separate copy of this Proxy Statement and our Annual Report to a stockholder at a shared address to which a single copy of such documents was delivered.  Any stockholder who would like to receive a separate copy of the Proxy Statement and our Annual Report, now or in the future, should submit this request to Paul M. Johnston, Executive Vice President, General Counsel and Corporate Secretary, at our principal executive offices, 122 West John Carpenter Freeway, Suite 300, Irving, Texas 75039.

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75039.  Beneficial owners sharing an address who receive multiple copies of this Proxy Statement and our Annual Report and who would like to receive a single copy of such materials in the future will need to contact their broker, bank, or other nominee to request that only a single copy of each document be mailed to all stockholders at the shared address in the future.

Internet Availability of Proxy Materials.Materials.  The Notice of Annual Meeting and this Proxy Statement, along with the Company’s Annual Report (which includes the Company’s Annual Report on Form 10-K (the “Form 10-K”) for the fiscal year ended December 31, 20182019 filed with the Securities and Exchange Commission (the “SEC”) on March 15, 2019 and our Annual Report,10, 2020), are available freeon the Company’s website at ir.montageresources.com under the “Annual Reports & Proxy Statements” section of charge at www.montageresources.com in the “Financial Information” subsection of the “Investors” section.tab.

QUORUM AND VOTING

Voting Stock.Stock. The Company’s common stock, par value $0.01 per share, is the only outstanding class of the Company’s securities that entitles holders to vote generally at meetings of the Company’s stockholders. Each share of common stock outstanding on the record date entitles the holder to one vote at the Annual Meeting.

Record Date.Date. The record date for stockholders entitled to notice of and to vote at the Annual Meeting is the close of business on April 24, 2019.22, 2020. As of the record date, 35,613,45735,809,285 shares of common stock were outstanding and entitled to be voted at the Annual Meeting.

Quorum.Quorum. A quorum of stockholders is necessary to transact business at a meeting of stockholders.  The presence, in person or by proxy, of the holders of a majority of the votes eligible to be cast at the Annual Meeting is necessary to constitute a quorum at the Annual Meeting.  If a quorum is not present, the chairman of the Annual Meeting has the power, at the chairman’s discretion, to adjourn the Annual Meeting from time to time, without notice other than an announcement at the Annual Meeting, until a quorum is present. At any annual meeting reconvened following an adjournment at which a quorum is present, any business may be transacted that might have been transacted at the annual meeting as originally noticed. Abstentions and broker non-votes (as described below) will be included for purposes of determining whether a quorum is present at the Annual Meeting.

Stockholder List.List. In accordance with the General Corporation Law of the State of Delaware, the Company will maintain at its corporate offices in Irving, Texas a list of the stockholders entitled to vote at the Annual Meeting. The list will be open to the examination of any stockholder, for purposes germane to the Annual Meeting, during ordinary business hours for ten days before the Annual Meeting.

Vote Required.Required. Only stockholders of record at the close of business on April 24, 201922, 2020 have the right to vote at the Annual Meeting. Assuming the presence of a quorum, the proposals at the Annual Meeting will require the following votes:

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Representatives of Computershare Trust Company, N.A., the transfer agent for our common stock,Broadridge Financial Solutions will tabulate the votes. Neither our Second Amended and Restated Certificate of Incorporation nor our Second Amended and Restated Bylaws (our “Bylaws”) allow for cumulative voting rights.

Brokers who hold shares in street name for customers are required to vote shares in accordance with instructions received from the beneficial owners. The NYSE’s Rule 452 of the rules of the New York Stock Exchange (the “NYSE”) restricts the ability of brokers who are record holders of shares to exercise discretionary authority to vote those shares in the absence of instructions from beneficial owners. Brokers are permitted to vote on discretionary itemsroutine matters if they have not received instructions from the beneficial owners, but they are not permitted to vote on non-discretionary itemsnon-routine matters absent instructions from the beneficial owner (resulting in a “broker non-vote”). With respect to the Annual Meeting, Rule 452 prohibits such brokers from exercising discretionary authority to vote uninstructed shares in the election of the Company’s directors, or the proposal to approve, on an advisory basis, the Montage Resources Corporation 2019 Long-Term Incentive Plan;compensation of our named executive officers and the proposal to approve, on an advisory basis, the frequency of future advisory votes on named executive officer compensation; but such brokers may exercise discretionary authority to vote uninstructed shares with respect to the ratification of the selection of the Company’s independent registered public accounting firm.

Default Voting.Voting. A proxy that is properly completed and returned will be voted at the Annual Meeting in accordance with the instructions on the proxy. If you properly complete and return a proxy, but do not indicate any contrary voting instructions, your shares will be voted in accordance with the Board’s recommendations, which are as follows:

Voting Procedures.Procedures. If you are a stockholder of record stockholder,as of the close of business on the record date, you may vote your shares or submit a proxy to have your shares voted by one of the following methods:

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If your shares are held in street name, you will receive instructions from the holder of record that you must follow in order for your shares to be voted. Internet and/or telephone voting will also be offered to stockholders owning shares through most banks and brokers.

Revoking Your Proxy.Proxy. You may revoke your proxy in writing at any time before it is exercised at the Annual Meeting by: (i) delivering to the Corporate Secretary of the Company a written notice of the revocation; (ii) signing, dating and delivering to the Corporate Secretary of the Company a proxy with a later date; or (iii) attending the Annual Meeting and voting your shares in person. Your attendance at the Annual Meeting will not revoke your proxy unless you give written notice of revocation to the Corporate Secretary of the Company before your proxy is exercised or unless you vote your shares in person at the Annual Meeting before your proxy is exercised.

Solicitation Expenses.Expenses. The cost of preparing, printing, assembling, and mailing the Proxy Materials and our Annual Report, as well as the reasonable cost of forwarding solicitation materials to the beneficial owners of shares of our common stock, and other costs of solicitation, will be exclusively borne by us. Brokerage houses and other custodians, nominees, and fiduciaries will, in connection with shares of our common stock registered in their names, be requested to forward solicitation material to the beneficial owners of such shares of our common stock. We have not incurred any solicitation expenses in excess of the amount typical for a solicitation of proxies for a non-contested election of directors. In addition to solicitation by mail, our directors, officers, and employees may solicit proxies personally or by telephone, e-mail, facsimile, or other means, without additional compensation. Wages of regular employees and officers are not considered to be expenses incurred with respect to the solicitation of proxies.

Copies of the Annual Report.Report. Upon written request, we will provide any stockholder, without charge, a copy of our Annual Report. Stockholders should direct requests to Paul M. Johnston, Executive Vice President, General Counsel and Corporate Secretary, at our principal executive offices, 122 West John Carpenter Freeway, Suite 300, Irving, Texas 75039. Copies of our Annual Report, the Form 10-K, and the exhibits thereto, are also available at www.sec.gov,, a website maintained by the SEC which contains reports, proxy statements, and other information regarding registrants, including us.

Recent Developments

Business Combination Transaction with Blue Ridge Mountain Resources, Inc.

On February 28, 2019, the Company completed its previously announced business combination transaction with Blue Ridge Mountain Resources, Inc. (“Blue Ridge”) pursuant to that certain Agreement and Plan of Merger, dated as of August 25, 2018 and amended as of January 7, 2019 (the “Merger Agreement”), by and among the Company, Everest Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Company, and Blue Ridge.  Pursuant to the Merger Agreement, Everest Merger Sub Inc. merged with and into Blue Ridge with Blue Ridge continuing as the surviving corporation and a wholly owned subsidiary of the Company (the “Merger”).

As a result of the Merger, each share of common stock, par value $0.01 per share, of Blue Ridge issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”), excluding certain Excluded Shares (as such term is defined in the Merger Agreement), was converted into the right to receive from the Company 0.29506 of a validly issued, fully-paid, and nonassessable share of common stock, par value $0.01 per share, of the Company. The exchange ratio reflects an adjustment to account for the 15-to-1 reverse stock split described below.

Reverse Stock Split

Effective immediately prior to the Effective Time on February 28, 2019, the Company effected a 15-to-1 reverse stock split with respect to the issued and outstanding shares of its common stock.  Except as otherwise expressly disclosed, all issued and outstanding share and per share amounts presented in this Proxy Statement have been adjusted retroactively to reflect the reverse stock split in accordance with ASC 505 “Equity.”

Name Change

Following the Effective Time on February 28, 2019, the Company effected a change in its legal name from “Eclipse Resources Corporation” to “Montage Resources Corporation” through a Certificate of Ownership and Merger providing for a short-form merger pursuant to Section 253 of the General Corporation Law of the State of Delaware pursuant to which a subsidiary formed solely for the purpose of the name change was merged with and into the Company with the Company remaining as the surviving corporation in the merger.  The short-form merger had the effect of amending the Company’s certificate of incorporation to reflect the Company’s new legal name.

PRINCIPAL STOCKHOLDERS

Beneficial Ownership

The following table sets forth information with respect to the beneficial ownership of our common stock as of April 1, 201922, 2020 by:

As of April 1, 2019, 35,381,80822, 2020, 35,809,285 shares of our common stock were outstanding.

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Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the common stock. Except as otherwise indicated, each person or entity named in the table has sole voting and investment power with respect to all shares of our capital shown as beneficially owned, subject to applicable community property laws.  Unless otherwise noted, the mailing address of each person or entity named in the table below is c/o Montage Resources Corporation, 122 West John Carpenter Freeway, Suite 300, Irving, Texas 75039.

* Less than 1%

(1) EnCap Energy Capital Fund VIII, L.P. (“EnCap Fund VIII”) owns directly 3,979,173 shares of common stock, EnCap Energy Capital Fund VIII Co-Investors, L.P. (“EnCap VIII Co-Invest”) owns directly 2,694,673 shares of common stock, EnCap Energy Capital Fund IX, L.P. (“EnCap Fund IX”) owns directly 4,856,485 shares of common stock, and TPR Residual Assets, LLC (“TPR”) owns directly 2,521,573 shares of common stock. TPR is member-managed by EnCap Fund IX.  EnCap Partners GP, LLC (“EnCap Partners GP”) is the sole general partner of EnCap Partners, LP (“EnCap Partners”), which is the managing member of EnCap Investments Holdings, LLC (“EnCap Holdings”), which is the sole member of EnCap Investments Holdings Blocker, LLC (“EnCap Holdings Blocker”). EnCap Holdings Blocker is the sole member of EnCap Investments GP, L.L.C. (“EnCap Investments GP”), which is the sole general partner of EnCap Investments L.P. (“EnCap Investments LP”). EnCap Investments LP is the sole general partner of EnCap Equity Fund VIII GP, L.P. (“EnCap Fund VIII GP”) and EnCap Equity Fund IX GP, L.P. (“EnCap Fund IX GP”). EnCap Fund VIII GP is the sole general partner of each of EnCap Fund VIII and EnCap Fund VIII Co-Invest. EnCap Fund IX GP is the sole general partner of EnCap Fund IX. The business address for the foregoing persons is 1100 Louisiana Street, Suite 4900, Houston, Texas 77002. Messrs. Burroughs, Phillips, Swanson and Zorich serve in various functions and capacities for EnCap.  Please see each director’s biographical information under “Directors and Executive Officers—Biographical Information.”5

(2) Consists of (i) 197,900 shares of common stock owned by Goldman Sachs Trust – Goldman Sachs High Yield Fund, (ii) 13,270 shares of common stock owned by Factory Mutual Insurance Company, (iii) 2,064,330 shares of common stock owned by Goldman Sachs Trust – Goldman Sachs Strategic Income Fund, (iv) 379,587 shares of common stock owned by Goldman Sachs Trust – Goldman Sachs High Yield Floating Rate Fund, (v) 76,736 shares of common stock owned by Goldman Sachs Trust – Goldman Sachs Income Builder Fund, (vi) 127,463 shares of common stock owned by Global Opportunities LLC, (vii) 23,364 shares of common stock owned by Tactical Tilt Overlay LLC, (viii) 52,052 shares of common stock owned by Goldman Sachs Trust – Goldman Sachs Tactical Tilt Overlay Fund, (ix) 311,315 shares of common stock owned by Global Opportunities Offshore WTI Ltd, (x) 71,428 shares of common stock owned by High Yield Floating Rate Portfolio WTI (Lux) Ltd, (xi) 45,032 shares of common stock owned by Global Multi-Sector Credit Portfolio WTI (Lux) Ltd, and (xii) 37,444 shares of common stock owned by FRL WTI Ltd (collectively, the “GSAM funds”). Goldman Sachs Asset Management L.P. serves as the investments manager to each of the GSAM funds. The business address for the foregoing persons is 200 West Street, New York, New York 10005.

(3) Based on the information and records currently in the possession of the Company.  In connection with the consummation of the business combination transaction with Blue Ridge described under “Recent Developments—Business Combination Transaction with Blue Ridge Mountain Resources, Inc.,” on February 28, 2019, Benjamin W. Hulburt resigned as the Company’s Chairman, President and Chief Executive Officer, Matthew R. DeNezza resigned as the Company’s Executive Vice President and Chief Financial Officer, and Christopher K. Hulburt resigned as the Company’s Executive Vice President, Secretary and General Counsel and as a director.

(4) Includes shares that are held directly by Benjamin W. Hulburt and shares held by The Hulburt Family II Limited Partnership, which is controlled by Benjamin W. Hulburt.

(5) Includes shares that are held directly by Christopher K. Hulburt and shares held by CKH Partners II, L.P., which is controlled by Christopher K. Hulburt.

(6) These persons represent the Company’s current directors and executive officers and do not include the named executive officers who resigned on February 28, 2019.

ITEM ONE:  ELECTIONELECTION OF DIRECTORS

Directors are elected to serve for one-year terms and until either they are re-elected or their successors are elected and qualified or until their earlier resignation or removal. Each year, the directors stand for re-election as their terms of office expire. The Board has nominated the followingseven individuals named below for election as directors of the Company, with their terms to expireeach of whom is presently a member of the Board.  If elected, each of the nominees will hold office for a one-year term expiring at the Company’s 20202021 annual meeting of stockholders and until his successor is elected and qualified or until theirhis earlier death, resignation or removal:

removal.

Randall M. Albert

Mark E. Burroughs, Jr.

Eugene I. Davis

Don Dimitrievich

Michael C. Jennings

Richard D. Paterson

D. Martin Phillips

John K. Reinhart

Douglas E. Swanson, Jr.

Robert L. Zorich

The biographicalBiographical information of our director nominees is contained in “Directors“Directors and Executive Officers”Officers” below.

Each of the nominees has consented to being named in this Proxy Statement and to serve as a director if elected.  The Board has no reason to believe that any of its nominees will be unable or unwilling to serve if elected. If a nominee becomes unable or unwilling to accept nomination or election, either the number of the Company’s directors will be reduced or the persons acting under your proxy will vote for the election of a substitute nominee thatselected by the Board.

On March 5, 2020, Eugene I. Davis and Robert L. Zorich, who are currently directors of the Company, notified the Board nominates.that they would not stand for re-election as directors of the Company at the end of their current terms, which will expire at the Annual Meeting. Accordingly, the Board did not nominate Mr. Davis or Mr. Zorich for re-election as a director of the Company at the Annual Meeting and, effective as of the date of the Annual Meeting, reduced the size of the Board from nine to seven directors.  

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES.

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DIRECTORS AND EXECUTIVE OFFICERS

Director Nominees and Executive Officers

Unless otherwise directed in your proxy, it is the intention of the persons named in such proxy to vote the shares represented by such proxy for the election of each of the following nominees as a member of the Board, each to hold office untilfor a one-year term expiring at the Company’s 2021 annual meeting of our stockholders to be held in 2020 and until his successor is dulyelected and qualified and elected or until his earlier death, resignation or removal. The director nominees listed below are presently members of the Board.

Biographical Information

Set forth below is the background, business experience, attributes, qualifications, and skills of the Company’s director nominees and executive officers. Executive officers serve at the discretion of the Board.

Director Nominees

Randall M. Albert has served as a member of our Board since June 2014.2014 and as Chairman of the Board since December 2019. 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 coalbed methane gas business in Southern Appalachia in 1985. He is a board member of Vanguard Natural Resources, Wellsite Fishing and Rentals, and an Advisory Board member to Gas Field Services and Black Bay Energy Capital and 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.

We believe that Mr. Albert should continue to serve as a member of the Board due to his substantial executive and operational experience within the natural gas industry, particularly with respect to the Appalachia Basin.

Mark E. Burroughs, Jr. has served as a member of our Board since January 2011. He currently serves as a Managing Director of EnCap. Prior to joining EnCap in March 2007, Mr. Burroughs spent four years working in UBS Investment Bank’s Global Energy Group. Prior to joining UBS Investment Bank, Mr. Burroughs spent three years at Sanders Morris Harris, Inc., an investment banking firm in Houston, Texas. He received an M.B.A. from the Jesse H.

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Jones School of Management at Rice University and a B.A. in Economics from The University of Texas at Austin. Mr. Burroughs serves on the board of several EnCap portfolio companies as well as Frontier Tubular Solutions. He is also a member of the Houston Producers’ Forum and the Independent Petroleum Association of America.

We believe that Mr. Burroughs should continue to serve as a member of the Board due to his extensive experience in the oil and gas exploration and production industry as well as his experience as an investment banker, which will enable Mr. Burroughs to provide the Board with insight and advice on a full range of business, strategic and financial matters.

Eugene I. Davis has served as a member of our Board since the consummation of our business combination transaction with Blue Ridge in February 2019.  He previously served as a director of Blue Ridge since May 2016. Mr. Davis currently serves as the Chairman and Chief Executive Officer of PIRINATE Consulting Group, LLC, a privately held consulting firm specializing in turnaround management, merger and acquisition consulting, hostile and friendly takeovers, proxy contests and strategic planning advisory services for domestic and international public and private business entities. Since forming PIRINATE in 1997, Mr. Davis has advised, managed, sold, liquidated and served as a chief executive officer, chief restructuring officer, director, chairman or committee chairman of a number of businesses operating in diverse sectors. He was the President, Vice Chairman and a director of Emerson Radio Corporation, a consumer electronics company, from 1990 to 1997 and was the Chief Executive Officer and Vice Chairman of Sport Supply Group, Inc., a direct-mail marketer of sports equipment, from 1996 to 1997. Mr. Davis began his career in 1980 as an attorney and international negotiator with Exxon Corporation and Standard Oil Company (Indiana) and was in private practice from 1984 to 1998. Mr. Davis currently is a director of Seadrill Limited and VICI Properties Inc., and he is a director and co-chairman of the board of Verso Corporation. During the past five years, Mr. Davis has been a director of the following public or formerly public companies: ALST Casino Holdco, LLC, Atlas Air Worldwide Holdings, Inc., Atlas Iron Limited, The Cash Store Financial Services, Inc., Dex One Corp., Genco Shipping & Trading Limited, Global Power Equipment Group, Inc., Goodrich Petroleum Corp., Great Elm Capital Corp., GSI Group, Inc., Hercules Offshore, Inc., HRG Group, Inc., Knology, Inc., SeraCare Life Sciences, Inc., Spansion, Inc., Spectrum Brands Holdings, Inc., Titan Energy LLC, Trump Entertainment Resorts, Inc., U.S. Concrete, Inc. and WMIH Corp. In addition, Mr. Davis is and has been a director of several private companies in various industries.

We believe that Mr. Davis should serve as a member of the Board because of his substantial knowledge about strategic planning, mergers and acquisitions, finance, accounting, capital structure and board practices and his extensive experience serving as a director of public and private companies in various industries, including Blue Ridge.

Don Dimitrievichhas served as a member of our Board since the consummation of our business combination transaction with Blue Ridge in February 2019. He previously served as a director of Blue Ridge since May 2016. Mr. Dimitrievich currently is a Managing Director at HPS Investment Partners, LLC and is responsible for the energy and power portfolio. Prior to joining HPS in 2012, Mr. Dimitrievich was a Managing Director of Citi Credit Opportunities, a credit-focused principal investment group. At Citi Credit Opportunities, Mr. Dimitrievich oversaw the energy and power portfolio and invested in mezzanine, special situation and equity co-investments and secondary market opportunities. Prior to joining Citi, Mr. Dimitrievich worked in the New York office of Skadden, Arps, Slate, Meagher & Flom LLP from 1998 to 2004 focusing on energy M&A and capital markets transactions. Mr. Dimitrievich has a law degree Magna Cum Laude from McGill University in Montreal, Canada and earned a chemical engineering degree with Great Distinction from Queen’s University in Kingston, Canada. Mr. Dimitrievich currently serves on the boards of directors of the following companies: Alta Mesa Resources, Inc., Expro International Group Holdings Ltd., Glacier Oil & Gas Corp., Marquis Resources, LLC and Upstream Exploration Holdings LLC.

We believe that Mr. Dimitrievich should continue to serve as a member of the Board because of his substantial mergers and acquisitions, financing and investing experience in the energy and power industry, as well as his previous experience as a director of Blue Ridge.

Michael C. Jennings has served as a member  HPS and its managed funds and accounts own or control approximately 919,864 shares of our Board since the consummationcommon stock, representing approximately 2.57% of our business combination transaction with Blue Ridge in February 2019. He previously servedshares of common stock outstanding as a director of Blue Ridge and as Chairman of the Blue Ridge board since May 2016. Mr. Jennings has served as Chairman of the Board of HollyFrontier Corporation (“HollyFrontier”) since January 2017, a position he previously held from January 2013 until January 2016. He served as Executive Chairman of HollyFrontier from January 2016 until his retirement in January 2017. Mr. Jennings served as Chief Executive Officer and President of HollyFrontier from the merger of Holly Corporation (“Holly”) and Frontier Oil Corporation (“Frontier”) in July 2011 until January 2016. Mr. Jennings has served as the Chairman of the Board of Holly Logistic Services, L.L.C. (“HLS”) since November 2017. He served as the Chief Executive Officer of HLS from January 2014 until November 2016 and served as President of HLS from October 2015 until February 2016. Mr. Jennings served as President and Chief Executive Officer of Frontier from 2009 until the merger of Holly and Frontier in July 2011. He served as Executive Vice President and Chief Financial Officer of Frontier from 2005 until 2009. Mr. Jennings served as Chairman of the Board of Frontier from 2010 until the merger in July 2011 and served as a director of Frontier from 2008 to July 2011. He currently serves as a director of ION Geophysical Corporation and HLS, the general partner of the general partner of Holly Energy Partners, L.P.

We believe that Mr. Jennings should serve as a member of the Board because of his extensive energy industry experience, as well as his previous experience as a director of Blue Ridge and Chairman of the Blue Ridge board.April 22, 2020.

Richard D. Paterson has served as a member of our Board since June 2014. Mr. Paterson retired from PricewaterhouseCoopers LLP, an international network of auditors, tax and business consultants (“PwC”), in June 2011 after 37 years of service. Most recently, he served as PwC’s Global Leader of its Consumer, Industrial Products and Services Practices (comprising the Automotive, Consumer and Retail, Energy, Utilities and Mining, Industrial Products, Pharmaceutical and Health Industries Sectors) and also as Managing Partner of its Houston Office and U.S. Energy Practice. From 2001 to 2010, Mr. Paterson was PwC’s Global Leader of its Energy, Utilities and Mining Practice. From 1997 to 2001, Mr. Paterson led PwC’s Energy Practice for Europe, Middle East and Africa.  During the aforementioned time periods, Mr. Paterson also was responsible for the audits of numerous PwC clients, principally in the energy sector. He began his career with PwC in 1974 and was admitted as a partner of PwC in 1987. Mr. Paterson serves on the board and as a member of the audit committee of Teekay GP L.L.C.  Teekay GP L.L.C. is the general partner of Teekay LNG Partners, L.P., a large independent owner and operator of LNG carriers.  Previously, Mr. Paterson served (i) on the board and as a member of the audit committee, nominating committee and governance and conflicts committees of Teekay Tankers Ltd. until his appointment as a director of Teekay GP L.L.C. on May 29, 2019; (ii) as lead independent director, chair of the governance committee and a member of the audit committee (chairman of audit committee from 2012 to 2015) of Parker Drilling Company a provider of contract drilling and drilling related services and rental tools to the energy industry. He also serves on the board,until March 26, 2019;  (iii) as a member of the audit committee, nominating committee and governance and conflicts committees of Teekay Tankers Ltd., a provider of marine transportation services to the energy industry.  Previously, Mr. Paterson served on (i) the board and as chairman of the audit committee of Tidewater, Inc. until July 31, 2017; (ii)and (iv) as a member of the board and chairman of the audit and compliance committee of Saipen Canada, Inc., a non-public company, until September 30, 2017; and (iii) the board and as chairman of the audit committee of Zaff GP LLC.2017. Mr. Paterson is a former member of the National Association of Corporate Directors.

Mr. Paterson also previously served as a board member of the U.S./Russia Business Council and the U.S. Energy Association. Mr. Paterson received a B.A. in Marketing and an M.B.A. in Accounting from Michigan State University. He is also a Certified Public Accountant.

We believe that Mr. Paterson should continue to serve as a member of the Board due to his extensive knowledge of the energy industry and his substantial expertise in capital markets, corporate governance matters and the preparation and review of financial statements and disclosures.

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D. Martin Phillips has served as a member of our Board since January 2011. He currently serves as a Managing Partner of EnCap. Prior to joining EnCap in 1989, Mr. Phillips served as a Senior Vice President in the Energy Banking Group of NationsBank in Dallas, Texas. In his capacity as Manager of the U.S./International Division of NationsBank from 1987 to 1989, he had responsibility for credit commitments to a broad spectrum of energy-related companies. Mr. Phillips began his career in 1978 with Republic Bank and served in various senior energy banking positions, including Vice President and Manager of Republic Bank’s energy loan production office in Denver, from 1980 to 1985, and Senior Vice President and Division Manager in Republic Bank’s Houston office from 1986 to 1987. Mr. Phillips holds M.B.A. and B.S. degrees from Louisiana State University. He is a member of the LSU College of Business Hall of Distinction. Mr. Phillips also attended the Stonier Graduate School of Banking at Rutgers University. Mr. Phillips serves on the board of several EnCap portfolio companies and is a member of the Independent Petroleum Association of America, the American Petroleum Institute and the Houston Producers’ Forum.

We believe that Mr. Phillips should continue to serve as a member of the Board due to his substantial experience with energy companies and investments and broad knowledge of the oil and gas industry.

John K. Reinharthas served as our President and Chief Executive Officer and as a member of our Board since the consummation of our business combination transaction with Blue Ridge in February 2019.  He previously served as President and Chief Executive Officer and a director of Blue Ridge since September 2016. Before joining Blue Ridge, Mr. Reinhart served as Executive Vice President and Chief Operations Officer of Ascent Resources, LLC from September 2014 to April 2016.  He served as Senior Vice President—Operations & Technical Services for Chesapeake Energy Corporation from August 2013 to September 2014, leading over 1,400 employees in support of Chesapeake’s corporate development programs. Prior to that time, he served as Chesapeake’s Vice President—Operations, Eastern Division from February 2009 to August 2013, overseeing Chesapeake’s operations and development activities in the Marcellus and Utica Shales.  Mr. Reinhart joined Chesapeake in 2005 and initially held key positions in engineering and asset management in the Mid-Continent region and also established and managed the corporate Engineering Technology Group, which supported corporate operations as technical advisors specializing in facilities, completions, drilling, artificial lift and chemical optimization. Before joining Chesapeake, Mr. Reinhart worked for Schlumberger from 1994 to 2005, where he held positions of increasing responsibility in technical, operational and leadership roles. Mr. Reinhart graduated from West Virginia University in 1994 with a Bachelor of Science degree in Mechanical Engineering.

We believe that Mr. Reinhart should continue to serve as a member of the Board because of his experience and perspective as the Company’s President and Chief Executive Officer and his extensive leadership and operational experience in the oil and gas exploration and production industry.

Douglas E. Swanson, Jr. has served as a member of our Board since January 2011. He is currently a Managing Partner of EnCap. Prior to joining EnCap in 1999, he was in the corporate lending division of Frost National Bank from 1995 to 1997, specializing in energy related service companies, and was a financial analyst in the corporate lending group of Southwest Bank of Texas from 1994 to 1995. Mr. Swanson serves on the board of Earthstone Energy, Inc. and several EnCap portfolio companies. Mr. Swanson also served on the board of Oasis Petroleum Inc. and its predecessor entities from March 2007 until December 2017.  Mr. Swanson is a member of the Independent Petroleum Association of America and the Texas Independent Producers and Royalty Owners Association. Mr. Swanson holds a B.A. in Economics and an M.B.A., both from The University of Texas at Austin.

We believe that Mr. Swanson should continue to serve as a member of the Board due to his extensive experience in the oil and gas exploration and production industry, including serving on the boards of public and private oil and gas exploration and production companies, which will enable Mr. Swanson to provide the Board with insight and advice on a full range of business, strategic and governance matters.

Robert L. Zorich has served as a member of our Board since January 2011. He is the co-founder of EnCap and currently serves as a Managing Partner. Prior to co-founding EnCap, Mr. Zorich was a Senior Vice President of Trust Company of the West, a privately-held pension fund management company, where he was in charge of its Houston office. Prior to joining Trust Company of the West, Mr. Zorich co-founded MAZE Exploration, Inc., an oil and gas exploration, development and reserve acquisition company, where he served as its Co-Chief Executive Officer. During the first seven years of Mr. Zorich’s career, he was a Vice President and Division Manager in the Energy Department of Republic Bank. Approximately half of his tenure with Republic Bank was spent managing Republic Bank’s energy office in London, where he assembled a number of major project financings for development in the North Sea. Mr. Zorich received his B.A. in Economics from the University of California at Santa Barbara. He also received a Master’s Degree in International Management (with distinction) in 1974 from the American Graduate School of International Management in Phoenix, Arizona. Mr. Zorich serves on the board of several EnCap portfolio companies and is a member of the Independent Petroleum Association of America, the Houston Producers’ Forum and Texas Independent Producers and Royalty Owners Association. Mr. Zorich currently serves on the board of directors of Earthstone Energy, Inc., a publicly traded independent oil and gas exploration company. Mr. Zorich also served on the board of Oasis Petroleum Inc. and its predecessor entities from March 2007 until March 2012.

We believe that Mr. Zorich should serve as a member of the Board due to his substantial experience with energy companies and investments and broad knowledge of the oil and gas industry.

Non-Director Executive Officers

Michael L. Hodgeshas served as our Executive Vice President and Chief Financial Officer since the consummation of our business combination transaction with Blue Ridge in February 2019.  He joined Blue Ridge as Senior Vice President of Finance in September 2018. Prior to joining Blue Ridge, Mr. Hodges served as Chief Financial Officer of PayRock Energy II, LLC (an EnCap portfolio company), an exploration and production company focused on oil and natural gas assets within the Eagle Ford Shale of South Texas, from August 2016 to September

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2018. Previously, Mr. Hodges served as Chief Financial Officer of Ward Energy Partners, LLC, a private-equity sponsored business focused on developing liquids-rich assets in the Anadarko Basin of Oklahoma and the DJ Basin of Colorado and Wyoming, from August 2015 to August 2016. Prior to joining Ward Energy Partners, he was Chief Financial Officer of Rex Energy Corporation, a publicly-traded company developing natural resources in the Marcellus Shale of Pennsylvania and the Utica Shale of Ohio, from June 2012 to January 2015. Mr. Hodges began his career in 2001 with Chesapeake Energy Corporation and subsequently worked for SandRidge Energy, Inc. from 2007 to 2012 in various accounting roles of increasing responsibility. Mr. Hodges has approximately 20 years of experience in the upstream oil and gas industry, and his areas of expertise include financial planning and analysis, capital markets, mergers and acquisitions, investor relations and accounting.  He received a B.B.A. in Finance from the University of Oklahoma in 2000 and an M.S. in Energy Management from Oklahoma City University in 2017 and is a Certified Public Accountant in the State of Oklahoma.

Oleg E. Tolmachev has served as our Executive Vice President and Chief Operating Officer since January 1, 2017.  Prior to such time, Mr. Tolmachev served as our Senior Vice President, Drilling & Completions since March 2016.  From February 2013 to February 2016, Mr. Tolmachev served as our Vice President, Drilling & Completions.  Prior to joining Eclipse Resources, from April 2011 to February 2013, Mr. Tolmachev served as the Senior Asset Manager, Utica Shale with Chesapeake Energy Corporation where he was responsible for leading an asset team comprised of land, geology, drilling, resource development and operations for Chesapeake’s Utica Shale projects in Ohio. Prior to joining Chesapeake, from August 2008 to 2011, Mr. Tolmachev held the position of Group Lead Completions, Mid-Continent Business Unit at EnCana Oil and Gas (USA) Inc. where he managed well completions and intervention operations in its Barnett Shale, Deep Bossier and East Texas Haynesville Shale business units. Mr. Tolmachev received his Bachelor of Science degree in Petroleum Engineering from the University of Oklahoma.

Matthew H. Ruckerhas served as our Executive Vice President, Resource Planning and Development since the consummation of our business combination transaction with Blue Ridge in February 2019. He previously served as Vice President, Resource Planning and Development of Blue Ridge since November 2016. Prior to joining Blue Ridge, Mr. Rucker served as a Production Superintendent for Chesapeake Energy Corporation from January 2014 to October 2016, overseeing Chesapeake’s Utica Shale production. As a member of Chesapeake’s Eastern Division leadership team, Mr. Rucker focused on the safe and efficient optimization of production in the Utica Shale and led an operating team of over 45 employees. During his service at Chesapeake, Mr. Rucker held several engineering positions in the Marcellus and Utica Shale Asset Teams within reservoir, primarily focused on strategic joint ventures, divestitures, acquisitions and resource development planning. Mr. Rucker graduated with a Bachelor of Science degree in Petroleum Engineering from Marietta College in 2007, where he continues to serve as Chair of the Marietta College Industry Advisory Council. He is a member of the Society of Petroleum Engineers.

Paul M. Johnstonhas served as our Executive Vice President, General Counsel and Corporate Secretary since the consummation of our business combination transaction with Blue Ridge in February 2019.  He previously served as Senior Vice President and General Counsel of Blue Ridge since June 2010. Mr. Johnston has over 30approximately 40 years of increasing responsibility and management experience in all facets of general corporate, finance, securities, capital markets, mergers and acquisitions and regulatory related legal matters. He is a former partner with the Dallas-based law firm, Thompson & Knight LLP, representing both private and publicly held companies during his twenty-year career with the firm. Mr. Johnston also had ten years of in-house counsel experience before joining Blue Ridge, including his service as Vice President and Corporate Counsel for an NYSE-listed Fortune 250 company from 2000 to 2007, and his service as General Counsel for an SEC-registered investment advisor involved in the management of onshore and offshore hedge funds, from 2007 to 2010.LLP. A 1977 graduate of Texas Tech University, Mr. Johnston received his Juris Doctorate from Texas Tech University in 1980.

Timothy J. Loos has served as the Company’s Senior Vice President – Accounting and Finance since June 2019 and is also the Company’s principal accounting officer. Mr. Loos joined the Company in July of 2014 and previously served as the Vice President of Finance having overseen various areas including Financial Planning and Analysis, Investor Relations and Financial Reporting during his tenure. Prior to joining the Company, Mr. Loos served as Business Specialist for EQT Corporation where he was responsible for developing financial budgets and forecasts, financial analysis and financial modeling. Prior to joining EQT Corporation, from January 2009 to January 2013, Mr. Loos served as the Manager of Gas Accounting for CONSOL Energy, a diversified energy company operating predominantly in the Appalachian Basin. From July 2007 to December 2008, he served as a senior auditor for Deloitte & Touche LLP. From October 2003 to June 2007, he served as senior auditor for UHY LLP. Mr. Loos received a Bachelor of Science degree in Accounting and Finance from John Carroll University and a Masters of Business Administration degree from the University of Pittsburgh, Joseph M. Katz Graduate School of Business. Mr. Loos is a

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Certified Public Accountant, having received such designation from the State of Virginia in 2005, and is a member of the American Institute of Certified Public Accountants.

BOARD OF DIRECTORSDIRECTORS AND COMMITTEES

Board Leadership Structure

The Board does not have a formal policy addressing whether or not the roles of Chairman and Chief Executive Officer should be separate or combined. The directors serving on the Board possess considerable professional and industry experience, significant experience as directors of both public and private companies and a unique knowledge of the challenges and opportunities that the Company faces. As such, the Board believes that it is in the best position to evaluate the needs of the Company and to determine how best to organize the Company’s leadership structure to meet those needs.

At present, the Board has chosen to separate the positions of Chairman and Chief Executive Officer. While the Board believes it is important to retain the flexibility to determine whether the roles of Chairman and Chief Executive Officer should be separated or combined in one individual, the Board believes that this structure represents the appropriate allocation of roles and responsibilities at this time.  With Mr. Jennings’sAlbert’s extensive experience with companies involved in businesses similar to the Company’s business, combined with his leadership qualities, Mr. JenningsAlbert is well-positioned to lead the Board in its fundamental role of providing advice to and oversight of management.  This allows Mr. Reinhart to focus on our day-to-day business and strategy, meet with investors, and convey management’s perspective to other members of the Board.  Mr. Reinhart works closely with Mr. JenningsAlbert to identify appropriate topics of consideration for the Board and to plan effective and informative Board meetings.

Director Independence

Rather than adopting categorical standards, the Board assesses director independence on a case-by-case basis, in each case consistent with applicable legal requirements and the listing standards of the NYSE. After reviewing all relationships each director has with the Company, including the nature and extent of any business relationships between the Company and each director, as well as any significant charitable contributions the Company makes to organizations where its directors serve as board members or executive officers, the Board has affirmatively determined that each of the directors, except John K. Reinhart, has no material relationships with the Company and is independent as defined by the current listing standards of the NYSE.

Executive Sessions

To facilitate candid discussion among the Company’s directors, the non-management directors meet in regularly scheduled executive sessions.  Following his appointment as Chairman of the Board in FebruaryDecember 2019, Mr. JenningsAlbert has presided over these meetings.

Board’s Role in Risk Oversight

In the normal course of its business, the Company is exposed to a variety of risks, including market risks relating to changes in commodity prices, interest rates, technical risks affecting the Company’s resource base, political risks, and credit and investment risk. The Board oversees the strategic direction of the Company, and in doing so considers the potential rewards and risks of the Company’s business opportunities and challenges and monitors the development and management of risks that impact the Company’s strategic goals. The Audit Committee of the Board assists the Board in fulfilling its oversight responsibilities by monitoring the effectiveness of the Company’s systems of financial reporting, auditing, internal controls, and legal and regulatory compliance. At times, a particular risk will be monitored and evaluated by another Board committee with primary responsibility in the area involved.  For example, the Compensation Committee of the Board assists the Board in fulfilling its oversight responsibilities by overseeing the Company’s compensation policies and practices.

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Attendance at Meetings

Pursuant to the Company’s Corporate Governance Guidelines, directors are encouraged but not required to attend the annual meetings of stockholders. The entireMr. Michael Jennings, a former Board member, Mr. Albert, Mr. Paterson and Mr. Reinhart each attended the Company’s 20182019 annual meeting of stockholders.

The Board held 13six meetings during 2018.2019.  No director, other than Mr. Phillips, attended fewer than 75% of the meetings of the Board and of the committees of the Board on which that director served.  Mr. Phillips was unable to attend two of the six meetings of the Board during 2019 because of his prior commitments.

The Board currently has three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee. TheDuring 2019, the Audit Committee held four meetings and the Compensation Committee each held five meetings during 2018.  As described below under “Committees—Nominating and Governance Committee,” we did not have afour meetings.  The Nominating and Governance Committee, during 2018.

which was established on February 28, 2019 in connection with the Company’s business combination transaction with Blue Ridge, did not meet separately from the Board in 2019 and acted by unanimous written consent one time with respect to matters relating to the Company’s 2019 annual meeting of stockholders and certain governance matters.

Committees

Audit Committee

The Audit Committee consists of Messrs. Paterson (Chair), Albert and Jennings,Dimitrievich, each of whom is independent under the rules of the SEC and the listing standards of the NYSE. As required by the rules of the SEC and listing standards of the NYSE, the Audit Committee consists solely of independent directors. The Board has also determined that each member of the Audit Committee is financially literate, and that Mr. Paterson satisfiesand Mr. Dimitrievich satisfy the definition of “audit committee financial expert.”

The Audit Committee oversees, reviews, acts on and reports on various auditing and accounting matters to the Board, including: the selection of our independent accountants, the scope of our annual audits, fees to be paid to the independent accountants, the performance of our independent accountants and our accounting practices. In addition, the Audit Committee oversees our compliance programs relating to legal and regulatory requirements. We have adopted an Audit Committee Charter defining the committee’s primary duties in a manner consistent with the rules of the SEC and applicable stock exchange or marketNYSE standards. A copy of our Audit Committee Charter is posted on our website at www.montageresources.com inir.montageresources.com under the “Governance Documents” section of the “Corporate Governance” subsection under the “Investors” section.tab.  The information on our website is not part of this Proxy Statement.

Compensation Committee

Our Compensation Committee currently consists of Messrs. Burroughs (Chair), Albert, Davis Jennings, and Swanson, each of whom is independent under the rules of the SEC and the listing standards of the NYSE.  On March 5, 2020, Mr. Davis notified the Board that he will not stand for re-election as a director of the Company at the end of his current term, which will expire at the Annual Meeting.  It is anticipated that, effective as of the date of the Annual Meeting, the members of the Compensation Committee will consist of Messrs. Burroughs (Chair), Albert and Swanson.

In 2018,2019, the Compensation Committee engaged Meridian Compensation Partners, LLC (“Meridian”) to review our compensation arrangements for our executive officers and independent directors, including an analysis of both the competitive market and the design of the compensation arrangements. As part of its reports to the Compensation Committee, Meridian evaluated the compensation arrangements of our peer companies and provided competitive compensation data and analysis relating to the compensation of our executive officers and independent directors.

The Compensation Committee reviews, evaluates, and approves the agreements, plans, policies, and programs of the Company to compensate the Company’s executive officers and directors. The Compensation Committee’s goal is to ensure that the Company’s compensation programs are designed to provide a competitive level of compensation to attract and retain talented directors and executives, reward and encourage maximum corporate and individual performance, promote accountability, and assure that the interests of our employees and director interestsdirectors are

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aligned with the interests of the Company’sour stockholders. Pursuant to its charter, the Compensation Committee may delegate to its Chairman, any one of its members or any subcommittee it may form, the responsibility and authority for any particular matter, as it deems appropriate from time-to-time under the circumstances.  To the extent necessary, the Compensation Committee or the Board may delegate the approval of award grants and other transactions and responsibilities regarding the administration of compensatory programs to a subcommittee consisting solely of members of the Compensation Committee who are “Non-Employee Directors” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  We have adopted a Compensation Committee Charter defining the committee’s primary duties in a manner consistent with the rules of the SEC and applicable stock exchange or marketNYSE standards. A copy of our Compensation Committee Charter is posted on our website at www.montageresources.com inir.montageresources.com under the “Governance Documents” section of the “Corporate Governance” subsection under the “Investors” section.tab.

Compensation Committee Interlocks and Insider Participation

No member of our Compensation Committee is or has been one of our officers or employees or has or had any relationship requiring disclosure pursuant to SEC rules. In addition, during 2018, none of our executive officers served as:

Nominating and Governance Committee

Our Nominating and Governance Committee currently consists of Messrs. Davis (Chair), Albert, Paterson and Zorich, each of whom is independent under the rules of the SEC and the listing standards of the NYSE.  On March 5, 2020, Mr. Davis and Mr. Zorich notified the Board that they would not stand for re-election as directors of the Company at the end of their current terms, which will expire at the Annual Meeting.  It is anticipated that, effective as of the date of the Annual Meeting, the members of the Nominating and Governance Committee will consist of Messrs. Swanson (Chair) and Paterson, each of whom is independent under the rules of the SEC and the listing standards of the NYSE.

The Nominating and Governance Committee is responsible for identifying individuals qualified to become Board members and recommending nominees for directorship for approval by the Board. The Nominating and Governance Committee takes into account many factors, including, but not limited to,to: general understanding of marketing, finance, and other disciplines relevant to the success of a large publicly traded company in today’s business environment; understanding of the Company’s business on a technical level; educational and professional background; and principles of diversity that take into account gender, race, ethnicity, background, age, thought and tenure on the Board. The Nominating and Governance Committee evaluates each individual in the context of the Board as a whole, with the objective of recommending a group that can best support the success of the business and, based on its diversity of experience, represent stockholder interests through the exercise of sound judgment.  All the persons nominated for election as directors at the Annual Meeting are recommended as nominees by the Nominating and Governance Committee.

The Nominating and Governance Committee will consider any candidates proposed by our stockholders in conformance with the stockholder proposal procedures of our Bylaws or otherwise established by the Company.  The Committee will review and evaluate information available to it regarding candidates proposed by stockholders and will apply the same criteria, and will follow substantially the same process in considering them, as it does in considering other candidates. The Nominating and Governance Committee may adopt, and periodically review and revise as it deems appropriate, procedures regarding director candidates proposed by stockholders.

We have adopted a Nominating and Governance Committee Charter defining the committee’s primary duties in a manner consistent with the rules of the SEC and applicable stock exchange or marketNYSE standards. A copy of our Nominating and Governance Committee Charter is posted on our website at www.montageresources.com inir.montageresources.com under the “Governance Documents” section of the “Corporate Governance” subsection under the “Investors” section.tab.

During 2018, certain private equity funds managed by EnCap beneficially owned a majority of our common stock, and as a result, we were a “controlled company” within the meaning of the NYSE’s corporate governance standards.  Because the Company was a controlled company within the meaning of the NYSE’s corporate governance standards during 2018, the Company was not required to, and did not have, a nominating and governance committee during 2018.  As a result of the consummation of our business combination transaction with Blue Ridge in February 2019, we are no longer a controlled company within the meaning of the NYSE’s corporate governance standards.

Available Corporate Governance Materials

The following materials are available on the Company’s website at www.montageresources.com inir.montageresources.com under the “Governance Documents” section of the “Corporate Governance” subsection under the “Investors” section:tab:

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Stockholders may obtain a copy, free of charge, of each of these documents by sending a written request to Montage Resources Corporation, Attention: Investor Relations, 122 West John Carpenter Freeway, Suite 300, Irving, Texas 75039.  If we amend or grant a waiver of one or more of the provisions of our Corporate Code of Business Conduct and Ethics, we intend to satisfy the requirements under Item 5.05 of Form 8-K regarding the disclosure of amendments to or waivers from provisions of our Corporate Code of Business Conduct and Ethics that apply to our principal executive officer, principal financial officer, principal accounting officer and controller by posting the required information on our website at the above address.

Communications with Our Board

Stockholders and other interested parties may communicate with our directors, including our non-management directors, individually or as a group, by writing to Paul M. Johnston, Executive Vice President, General Counsel and Corporate Secretary, at our principal executive offices, 122 West John Carpenter Freeway, Suite 300, Irving, Texas 75039. Stockholders and other interested parties may submit such communications on a confidential or anonymous basis by sending the communication in a sealed envelope marked “Communication with Directors” and clearly identifying the intended recipient(s) of the communication.

The Company’s General Counsel will review each communication and will forward the communication, as expeditiously as reasonably practicable, to the addressees if: (1) the communication complies with the requirements of any applicable policy adopted by the Board relating to the subject matter of the communication; and (2) the communication falls within the scope of matters generally considered by the Board. To the extent the subject matter of a communication relates to matters that have been delegated by the Board to a committee or to an executive officer of the Company, then the Company’s General Counsel may forward the communication to the executive officer or chairman of the committee to which the matter has been delegated. The acceptance and forwarding of communications to the members of the Board or an executive officer does not imply or create any fiduciary duty of the Board members or executive officer to the person submitting the communications.

Information may be submitted confidentially and anonymously, although the Company may be obligated by law to disclose the information or identity of the person providing the information in connection with government or private legal actions and in other circumstances. The Company’s policy is not to take any adverse action, and not to tolerate any retaliation, against any person for asking questions or making good faith reports of possible violations of law, the Company’s policies or its Corporate Code of Business Conduct and Ethics.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

This section discusses the material components of our executive compensation program for the individuals who were our “named executive officers” during 2019. As a “smaller reporting company” as defined in Regulation S-K, we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled disclosure requirements applicable to smaller reporting companies.

Named Executive Officers

The following table sets forth our “Named Executive Officers”“named executive officers” for 2018. As an emerging growth company (as such term is defined in the Jumpstart Our Business Startups Act) we have opted to comply with the executive compensation disclosure rules in Item 402 of Regulation S-K applicable to “smaller reporting companies” (as such term is defined in Item 10(f) of Regulation S-K), which require compensation disclosure for our principal executive officer and the two most highly compensated executive officers other than our principal executive officer.2019.

Please see “Directors and Executive Officers” for a description of our current executive officers, which differ from our Named Executive Officers.  In connection with the consummation of theour business combination transaction with Blue Ridge on February 28, 2019, Benjamin W. Hulburt resigned as the Company’s Chairman, President and Chief Executive Officer and Matthew R. DeNezza resigned as the Company’s Executive Vice President and Chief Financial Officer, and Christopher K. Hulburt resigned as the Company’s Executive Vice President, Secretary and General Counsel.Officer.

Summary Compensation Table

The following table summarizes information relating to the compensation earned by our Named Executive Officersnamed executive officers for services rendered in all capacities during the fiscal years ended December 31, 2018, 20172019 and 2016.2018.

(1) For 2018, each15

In accordance with Instruction 2 to Item 402(n)(2)(v) of our Named Executive Officers earned a cash bonus, which was paid in March, 2019.

(2) For 2018, represents 27,697, 14,658 and 12,233 restricted stock units and 27,697, 14,658, and 12,233Regulation S-K under the Exchange Act, assuming that the highest level of performance stockconditions of the performance units granted to Benjamin W. Hulburt, Matthew R. DeNezza, and Christopher K. Hulburt, respectivelyour named executive officers in 2019 will be achieved (i.e., 150% of the number of units granted), the maximum possible value of the performance units, using our stock price on June 18, 2019 (the unit awards described above reflect adjustments with respect to the 15-to-1 reverse stock split that occurred on February 28, 2019). The dollar amount reflects the aggregate grant date fair value of restricted stock units computed in accordance with FASB Topic 718. Performance stock units were valued using a Monte Carlo simulationthe performance units), is $915,300, $406,800 and assume a target payout. The Monte Carlo model utilizes multiple input variables that determine the probability of satisfying the market condition stipulated in the award. Please see Note 9 to our audited financial statements$396,630 for the year ended December 31, 2018, which are included in our Annual Report, for more information.

(3) Includes 401(k) match, healthMessrs. Reinhart, Hodges and life insurance benefits, and cell phone allowance.Tolmachev, respectively.

Fiscal 2019 All Other Compensation Table

Narrative Disclosure to Summary Compensation Table

The following describes material features of our Named Executive Officers’named executive officers’ compensation disclosed in the Summary Compensation Table above.

Base Salary

Each Named Executive Officer’snamed executive officer’s base salary was a fixed component of compensation for each year for performing specific job duties and functions. In August 2017,Effective as of March 1, 2019, we entered into amended and restatedexecutive employment

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agreements with our Named Executive OfficersMessrs. Reinhart, Hodges and Tolmachev, which set the base salaries for such individuals for the remainder of 20172019 at amounts recommendedapproved by the Compensation Committee based on competitive market compensation data provided by our independent compensation consultant, in light ofincluding the base salaries of executives in our peer groups. Undergroup. See “—Employment and Retention Agreements” below for more information.

Non-Equity Incentive Plan Compensation

For 2019, we paid an annual cash performance-based bonus to each of our current named executive officers.  These bonuses were paid in 2020.  The bonus amounts were equal to 154% of Mr. Reinhart’s annual base salary and 131% of the annual base salaries for Mr. Hodges and Mr. Tolmachev as in effect as of December 31, 2019. The Company has historically paid such discretionary annual performance-based bonuses to its officers and employees based on the achievement of certain performance metrics. The performance metrics are set by our Compensation Committee in consultation with executive management.  See “—Employment and Retention Agreements” below for more information.

Employment and Retention Agreements

Effective as of March 1, 2019, we entered into executive employment agreements with Messrs. Reinhart and Hodges and a new executive employment agreement with Mr. Tolmachev. The employment agreements are for an initial term of three years, and automatically extend for an additional one-year renewal term for every year thereafter unless we or the executive gives written notice to the other party that the automatic extension will not occur at least 90 days prior to the end of the initial term, or, if applicable, the then-current renewal term, in each case, unless terminated earlier in accordance with the terms and conditions set forth therein. Pursuant to the terms of the employment agreements, Messrs. Reinhart, Hodges and Tolmachev will (i) receive an annual base salary of $675,000, $400,000, and $390,000, respectively, and (ii) be eligible to receive a discretionary annual performance-based bonus for each year in which such a bonus program is in effect.  Payment of such bonuses is subject to the achievement of certain performance metrics that are set by our Compensation Committee in consultation with executive management.  The achievement of such performance metrics is determined by our Compensation Committee.  The target payout of such bonuses for Messrs. Reinhart, Hodges and Tolmachev under their executive employment agreements is equal to 100%, 85%, and 85%, respectively, of their base salaries. The base salaries and the annual performance-based bonus percentages may be increased by the Board or a designated committee could increasethereof in its discretion but may not be decreased without the Named Executive Officers’ base salaries.  executive’s written consent.  

The Named Executive Officers’ base salaries increasedemployment agreements also contain non-solicitation, non-competition and confidentiality covenants on behalf of the executives in favor of us. In addition, any amounts payable to the executives under the employment agreements will be subject to the compensation recoupment (“clawback”) policy of the Company, as in effect from time to time. See “—Additional Narrative Disclosure—Employment, Severance or Change of Control Agreements” below for a description of the severance benefits payable to the executives under their respective employment agreements.

On February 28, 2019, in connection with the consummation of our business combination transaction with Blue Ridge, we entered into a retention bonus agreement with Mr. Tolmachev. The retention bonus agreement provides for a retention period of two years following the date of the agreement. Pursuant to the terms of the retention bonus agreement, we provided Mr. Tolmachev a retention bonus totaling $1,339,770. Thirty percent of the retention bonus was paid to Mr. Tolmachev as a lump sum cash payment, subject to applicable taxes and withholdings, and 70% of the retention bonus was provided to Mr. Tolmachev in the form of an award of our restricted common stock under our 2014 Long-Term Incentive Plan, as amended, valued at the closing price of our common stock on the NYSE on February 28, 2019, adjusted proportionately to reflect the 15-to-1 reverse stock split of our common stock that was effected on that date. Pursuant to the terms of the retention bonus agreement, if (i) Mr. Tolmachev resigns from employment with us, for any reason, prior to the last day of the retention period or (ii) we terminate Mr. Tolmachev’s employment with us for “Cause” (as such term is defined in Mr. Tolmachev’s employment agreement) prior to the last day of the retention period, Mr. Tolmachev must repay to us the cash portion of his retention bonus in a pro-rata amount reflecting the number of days he was employed by us during the 2018 calendar year by $12,000, $7,640, and $6,800, for Messrs. B. Hulburt, DeNezza and C. Hulburt, respectively.retention period.

Annual Cash BonusesWe entered into a restricted stock award agreement with Mr. Tolmachev to memorialize the equity portion of the retention bonus. Pursuant to the terms of the restricted stock award agreement, 25% of the shares of restricted

For 2018, we paid cash bonuses17

common stock awarded to Mr. Tolmachev vest on each of our Named Executive Officers.the six-month, 12-month, 18-month and 24-month anniversaries of the date of the award, subject to Mr. Tolmachev’s continuing employment through the applicable vesting date. As of April 1, 2020, 50% of the shares of restricted common stock had become vested.  The bonus amounts wereremaining shares of restricted common stock will vest in equal installments on August 28, 2020 and February 28, 2021, subject to 100% of Mr. B. Hulburt’s, 85% of Mr. DeNezza’s, and 85% of Mr. C. Hulburt’s respective salaries for 2018. These bonuses were paid 100% in cash in March, 2019.Tolmachev’s continuing employment through the applicable vesting date. See “—“—Additional Narrative DisclosureDisclosure—Employment, Severance or Change of Control Agreements”—Separation and Release Agreements” below for more information.

Separation and Release Agreements

On August 24, 2018, in connection with our entry into the Merger Agreement,merger agreement providing for our business combination transaction with Blue Ridge, we entered into separation and release agreements with our Named Executive Officers.Messrs. Hulburt and DeNezza.  Pursuant to these separation and release agreements, the Named Executive OfficersMessrs. Hulburt and DeNezza resigned as employeesdirectors, officers and officersemployees of the Company and its subsidiaries effective as of the date of consummation of our business combination transaction with Blue Ridge on February 28, 2019.  See “—Additional Narrative Disclosure—Separation and Release Agreements” below for a description of the benefits paid or provided to our Named Executive OfficersMessrs. Hulburt and DeNezza under their respective separation and release agreements.

Long-Term Incentive Plan

During 2018,2019, the Compensation Committee granted restricted stock unit awards and performance stock unit awards to our Named Executive Officerscurrent named executive officers as part of the Company’s long-term incentive plan. Messrs. B. Hulburt, DeNezza, and C. Hulburt received 27,697, 14,658, and 12,233 restricted stock units and 27,697, 14,658, and 12,333 performance stock units, respectively (the unitThese awards described above reflect adjustments with respectwere granted under the Company’s 2019 Long-Term Incentive Plan that was adopted by the stockholders of the Company at the Company’s 2019 annual meeting of stockholders.  The following table sets forth the awards granted to the 15-to-1 reverse stock split that occurred on February 28, 2019).our current named executive officers.

The restricted stock unit awards were granted on February 23, 2018June 18, 2019. Each unit represents the right to receive one share of our common stock, on and were subject to vestingthe terms and conditions of the award agreement. The units vest in three equal installments on February 23, 2019, February 23,June 18, 2020, June 18, 2021 and February 23, 2021, respectively,June 18, 2022, provided the named executive officer is continuously employed through the applicable vesting date and subject to accelerated vesting (i) under certain circumstances in the event of a change in control of the Company or (ii) upon the death, disability or retirement“involuntary termination” (as defined in the award agreement) of such Named Executive Officer.the named executive officer.

The performance stock unit awards were also granted on February 23, 2018. The vestingJune 18, 2019. Each unit represents the right to receive one share of the units wasour common stock, on and subject to the satisfactionterms and conditions of certainthe award agreement. The named executive officer’s right to receive common stock in respect of the performance criteria duringunits is generally contingent upon (i) the achievement of the performance objective with respect to the performance units and (ii) the named executive officer’s continued employment through the end of the performance period beginning January 1, 2018 and endingapplicable to the performance units. The performance objective is based on “total shareholder return” (as defined in the award agreement) over the performance period. The performance period is June 13, 2019 through December 31, 2020,2021 Achievement with respect to the performance objective is determined based on the Company’s relative ranking with regard to total shareholder return as compared to total shareholder return of the Company’s peer companies identified in the award agreement. The payout percentage of the performance units ranges from 0% to 150% of the number of performance units granted, based on the Company’s total shareholder return for the performance period as compared to the total shareholder return of the peer companies for the performance period. Payout of earned performance units will be made following the completion of the performance period, subject to accelerated vestingearlier payout (and corresponding adjustment of the number of earned units) (i) under certain circumstances in the event of a change in control of the Company or (ii) upon the death, disability or retirement“involuntary termination” (as defined in the award agreement) of the named executive officer.

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The number of restricted stock units and performance units granted to our named executive officers on June 18, 2019 was determined by dividing the dollar value of the awards approved by our Compensation Committee for each named executive officer by a price of $15.00 per share of our common stock.  Use of this price resulted in fewer restricted stock units and performance units being granted to our named executive officers than if the actual closing price of our common stock on the NYSE on the date of grant had been used for such Named Executive Officer.determination.  The actual closing price of our common stock on the NYSE on the date of grant was $6.78 per share.

Pursuant to the separation and release agreements we entered into with each of our Named Executive Officers in connection with our business combination transaction with Blue Ridge,Messrs. Hulburt and DeNezza, all unvested restricted stock unit awards and a portion of the unvested performance stock unit awards forheld by Messrs. B. Hulburt DeNezza, and C. HulburtDeNezza were automatically vested on February 28, 2019.  See ““——Additional Narrative Disclosure—Disclosure—Separation and Release Agreements” for more information.information

Outstanding Equity Awards at 20182019 Fiscal Year-End  

The following table summarizes the outstanding equity awards held by each of our Named Executive Officersnamed executive officers as of December 31, 2018.  The share numbers and per share price described below reflect adjustments with respect to the 15-to-1 reverse stock split that occurred on February 28, 2019.

(1) Represents (i) restricted stock units that were granted on February 23, 2018 and vest in three equal installments on February 23, 2019, February 23, 2020 and February 23, 2021, respectively, (ii) restricted stock units that were granted on February 24, 2017 and vest in three equal installments on February 24, 2018, February 24, 2019 and February 24, 2020, respectively, and (iii) restricted stock units that were granted on April 22, 2016 and vested in three equal installments on April 22, 2017, April 22, 2018 and April 22, 2019, respectively, in each case, subject to accelerated vesting in the event of a change in control or upon death, disability or retirement of such Named Executive Officer.19

(2) Amounts disclosed in this column were calculated by multiplying the number of outstanding stock awards held by each of the Named Executive Officers on December 31, 2018, by the closing price of our common stock on the NYSE on December 31, 2018, which was $15.75 per share (as adjusted for the 15-to-1 reverse stock split).

(3) Represents (i) performance stock units which were granted on February 23, 2018, the vesting of which was subject to the satisfaction of certain performance criteria during the period beginning January 1, 2018 and ending December 31, 2020, (ii) performance stock units which were granted on February 24, 2017, the vesting of which was subject to the satisfaction of certain performance criteria during the period beginning January 1, 2017 and ending December 31, 2019 and (iii) performance stock units which were granted on April 22, 2016, the vesting of which was subject to the satisfaction of certain performance criteria during the period beginning January 1, 2016 and ending December 31, 2018, in each case, subject to accelerated vesting in the event of a change in control or upon death, disability or retirement of such Named Executive Officer. The amounts shown assume target payout.

(4) Pursuant to the separation and release agreements we entered into with each of our Named Executive Officers