8-K 1 vnr-8xkxannualmeetingresul.htm 8-K VNR-8-K-AnnualMeetingResults060514


 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): June 5, 2014
 
Vanguard Natural Resources, LLC
(Exact name of registrant as specified in its charter)
 
DELAWARE
 
001-33756
 
61-1521161
(State or other jurisdiction of
incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

 
5847 San Felipe, Suite 3000
Houston, Texas 77057
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code (832) 327-2255
 
 
(Former name or former address, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 5.07. Submission of Matters to a Vote of Security Holders.

Vanguard Natural Resources, LLC (the “Company”) held its 2014 Annual Meeting of Unitholders (the “Annual Meeting”) on June 5, 2014. At the Annual Meeting, the Company’s unitholders were requested to (i) elect five directors to the Company’s Board of Directors to serve until the Company’s 2015 Annual Meeting of Unitholders, (ii) to approve a non-binding advisory vote on executive compensation and (iii) ratify the appointment of BDO USA, LLP as independent auditor of the Company for the fiscal year ending December 31, 2014. Each of these items is more fully described in the Company’s proxy statement filed on April 17, 2014 (the “Proxy”).
The final results of the matters voted upon at the Annual Meeting are as follows:
Proposal No. 1 — Election of Directors: The election of each of the five nominees for the Company’s Board of Directors was approved as follows:
Nominee
 
For
 
Withheld
 
Broker Non-Votes
W. Richard Anderson
 
21,175,579
 
569,856
 
49,392,351
Bruce W. McCullough
 
21,348,537
 
396,898
 
49,392,351
Richard A. Robert
 
21,101,486
 
643,949
 
49,392,351
Loren Singletary
 
21,339,604
 
405,831
 
49,392,351
Scott W. Smith
 
21,342,467
 
402,968
 
49,392,351
    
Proposal No. 2 — To approve a non-binding advisory vote on executive compensation: The compensation of the Company’s executive officers was approved on an advisory basis as follows:
For
 
Against
 
Abstain
18,493,151
 
1,849,940
 
1,402,328

Proposal No. 3 — Ratification of the Appointment of BDO USA, LLP: The appointment of BDO USA, LLP was approved as follows:
For
 
Against
 
Abstain
69,933,550
 
718,671
 
485,565








SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
VANGUARD NATURAL RESOURCES, LLC

By:        /s/ Scott W. Smith            
Name:    Scott W. Smith
Title:    President, Chief Executive Officer and Director
June 5, 2014