UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

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¨	Preliminary proxy statement	¨	Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨	Definitive proxy statement
x	Definitive additional materials
¨	Soliciting material under Rule 14a-12

QEP RESOURCES, INC.

(Name of Registrant as Specified In Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 24, 2013.

QEP RESOURCES, INC.	Meeting Information
	Meeting Type:            Annual Meeting
	For holders as of:      March 25, 2013
	Date:  May 24, 2013                Time:  8:00 AM
	Location:  The Westin Denver Downtown
	1672 Lawrence Street
	Denver, CO 80202

	QEP RESOURCES, INC.                 1050 17TH STREET                 SUITE 500                 DENVER, CO 80265	You are receiving this communication because you hold shares in the company named above.
		This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
		We encourage you to access and review all of the important information contained in the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and voting instructions.

—  Before You Vote  —

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:

NOTICE AND PROXY STATEMENT             ANNUAL REPORT

How to View Online:

Have the information that is printed in the box marked by the arrow     (located on the following page) and visit: www.proxyvote.com.

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

1) BY INTERNET:             www.proxyvote.com

2) BY TELEPHONE:          1-800-579-1639

3) BY E-MAIL*:                  sendmaterial@proxyvote.com

* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 12, 2013 to facilitate timely delivery.

—  How To Vote  —

Please Choose One of the Following Voting Methods

	Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
	Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions.
	Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

Voting Items

	The Board of Directors recommends you vote FOR the following:
	1.	Election of Directors
		Nominees for 3 year terms:
		01)	Julie A. Dill
		02)	L. Richard Flury
		03)	M.W. Scoggins
		Nominee for 1 year term:
		04)	Robert E. McKee III
	The Board of Directors recommends you vote FOR proposals 2, 3 and 4.
	2.	To approve, by non-binding advisory vote, the Company’s executive compensation program.
	3.	To ratify the appointment of PricewaterhouseCoopers LLP for fiscal year 2013.
	4.	To approve a proposal regarding declassification of the Board.
	The Board of Directors recommends you vote AGAINST the following proposal:
	5.	If presented, to support by advisory vote, a shareholder proposal to separate the roles of chair and CEO.
	NOTE: Such other business as may properly come before the meeting or any adjournment thereof.