8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 21, 2018

Vanguard Natural Resources, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-33756	61-1521161
(State or Other Jurisdiction	(Commission	(IRS Employer
Of Incorporation)	File Number)	Identification No.)

5847 San Felipe, Suite 3000

Houston, TX 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 (see General Instruction A.2. below):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d) Election of Joseph Hurliman, Jr. as Director

On February 21, 2018, pursuant to a written consent of stockholders, the stockholders of Vanguard Natural Resources, Inc. (the “Company”) owning approximately 51% of the issued and outstanding shares of common stock of the Company, par value $0.001 per share, entitled to vote thereon, elected Joseph Hurliman, Jr. to fill a vacancy on the board of the directors of the Company (the “Board”). Mr. Hurliman was appointed to serve as a member of the Health, Safety, and Environmental Committee of the Board (the “HSE Committee”).

In consideration for his service on the Board, and in accordance with the Board’s compensation policy for non-employee directors, Mr. Hurliman will receive: (i) an annual cash retainer of $100,000, which will be paid quarterly in arrears; and (ii) an annual equity grant of restricted stock units with a $100,000 grant date value that vests ratably on the first four anniversaries of the grant date; provided, however, that twenty-five percent (25%) of the initial grant will vest immediately, with the remainder vesting ratably on the first three anniversaries of the grant date.

There is no arrangement or understanding between Mr. Hurliman and any other persons pursuant to which he was selected to serve as a director. Mr. Hurliman has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 5.07Submission of Matters to a Vote of Security Holders

Election of New Director

The information disclosed under Item 5.02 of this report is incorporated by reference into this Item 5.07.

Item 8.01. Other Events

On February 21, 2018, the Company issued a press release announcing Mr. Hurliman’s appointment to the Board and HSE Committee, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number	Description
Exhibit 99.1	Press Release dated February 21, 2018

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, INC.
	By:	/s/ R. Scott Sloan
	Name:	R. Scott Sloan
	Title:	President and Chief Executive Officer
Dated: February 21, 2018

EX-99.1

Exhibit 99.1

NEWS RELEASE

Vanguard Natural Resources, Inc. Announces Election of a New Director

HOUSTON-February 21, 2018 -- Today Vanguard Natural Resources, Inc. (the “Company” or “Vanguard”) announced changes to the board of directors (the “Board”) of the Company.

Election of New Director

On February 21, 2018, Joseph Hurliman, Jr. was elected by the stockholders of the Company to join the Board, filling the vacancy created by Mr. Scott Smith’s resignation. Mr. Hurliman was appointed by the Board to serve as a member of the Health, Safety, and Environmental Committee of the Board. Mr. Hurliman will stand for reelection at the Company’s next Annual Meeting of Stockholders.

Joseph Citarrella, Chairman of the Board, remarked “We are very excited to welcome Joe to the board of directors. Joe bring over 35 years of oil and gas expertise with an emphasis on unconventional shale exploration and development, reserves assessment and commercial evaluation and development. He will be a tremendous asset to the Company and its shareholders.”

Most recently, Mr. Hurliman was President and CEO of Discovery Natural Resources, LLC. Previously, Mr. Hurliman lead a variety of roles within BP Exploration and its joint venture partnerships and affiliates, including more than thirty years in North America, South America, the UK and Russia. He held a number of senior positions in reservoir and asset management on some of BP Exploration’s largest projects. Mr. Hurliman was previously on the board of directors of FIML Natural Resources, LLC. Mr. Hurliman holds a B.A. in Chemistry from Whitman College and a B.S. in Chemical Engineering from The California Institute of Technology

About Vanguard Natural Resources, Inc.

Vanguard Natural Resources, Inc. is an independent oil and gas company focused on the acquisition, production and development of oil and natural gas properties. Vanguard’s assets consist primarily of producing and non-producing oil and natural gas reserves located in the Green River Basin in Wyoming, the Permian Basin in West Texas and New Mexico, the Gulf Coast Basin in Texas, Louisiana, Mississippi and Alabama, the Anadarko Basin in Oklahoma and North Texas, the Piceance Basin in Colorado, the Big Horn Basin in Wyoming and Montana, the Arkoma Basin in Arkansas and Oklahoma, the Wind River Basin in Wyoming, and the Powder River Basin in Wyoming. More information on Vanguard can be found at www.vnrenergy.com.

Forward-Looking Statements

We make statements in this news release that are considered forward-looking statements within the meaning of the Securities Exchange Act of 1934, as amended. These forward-looking statements are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain

and involve a number of risks and uncertainties that are beyond our control. In addition, management's assumptions about future events may prove to be inaccurate. Management cautions all readers that the forward-looking statements contained in this news release are not guarantees of future performance, and we cannot assure you that such statements will be realized or the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to factors listed in the “Risk Factors” section in our SEC filings and elsewhere in those filings. All forward-looking statements speak only as of the date of this news release. We do not intend to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise.

SOURCE: Vanguard Natural Resources, Inc.

CONTACT: Vanguard Natural Resources, Inc.

Investor Relations

Lisa Godfrey, 832-327-2234

IR@vnrenergy.com