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): July 17, 2018

Vanguard Natural Resources, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-33756	80-0411494
(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

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 7.01. Regulation FD Disclosure.

Vanguard Natural Resources, Inc., a Delaware corporation (the “Company”), hereby announces that it has made available to its stockholders a Notice of Annual Meeting of Stockholders (the “Notice”) and a proxy card (the “Proxy Card”) relating to the Company’s Annual Meeting of Stockholders (the “Meeting”) to be held at the Company’s offices located at 5847 San Felipe, Suite 3000, Houston, Texas 77057, on August 6, 2018, at 1:00 p.m. central time. The Notice and Proxy Card were mailed on or about July 11, 2018 to stockholders of record as of July 6, 2018. A copy of the Notice and the form of the Proxy Card are furnished as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

The information in this Current Report shall not be deemed “soliciting material” or “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section. The information in this Current report shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT NUMBER    DESCRIPTION

Exhibit 99.1 Notice of Annual Meeting of Stockholders, dated July 11, 2018

Exhibit 99.2 Form of Proxy of Vanguard Natural Resources, Inc., dated July 11, 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.
Dated: July 17, 2018	By:	/s/ Jonathan C. Curth
		Name:	Jonathan C. Curth
		Title:	General Counsel & Secretary

EX-99.1

EX-99.2

aNNual mEETiNG Of sTOcKhOldERs Of vaNGuaRd NaTuRal REsOuRcEs, iNc. august 6, 2018 GO GREEN e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access. NOTicE Of iNTERNET availaBiliTy Of PROXy maTERial : The Notice of Meeting and proxy card are available at http://www.astproxyportal.com/ast/21659 Please sign, date and mail your proxy card in the envelope provided as soon as possible. Please detach along perforated line and mail in the envelope provided. ------------------ ---------------- 20700000000000001000 0 080618 ThE BOaRd Of diREcTORs REcOmmENds yOu vOTE “fOR” ThE fOllOwiNG NOmiNEEs: PlEasE siGN, daTE aNd RETuRN PROmPTly iN ThE ENclOsEd ENvElOPE. PlEasE maRK yOuR vOTE iN BluE OR BlacK iNK as shOwN hERE x 1. Election of Directors: In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting. This proxy when properly executed NOmiNEEs: will be voted as directed herein by the undersigned shareholder. if no direction is FOR ALL NOMINEES O Randall M. Albert made, this proxy will be voted fOR all NOmiNEEs in Proposal 1. O Michael V. Alexander WITHH OLD AUTHORITY O Joseph M. Citarrella FOR ALL NOMINEES O W. Greg Dunlevy O Joseph Hurliman, Jr. FOR ALL EXCEPT O (See instructions below) Graham A. Morris O R. Scott Sloan INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT ” and fill in the circle next to each nominee you wish to withhold, as shown here: MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING. To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. Signature of Stockholder Date: Signature of Stockholder Date: Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

vaNGuaRd NaTuRal REsOuRcEs, iNc. 2018 aNNual mEETiNG Of sTOcKhOldERs – admissiON TicKET This admissiON TicKET is iN REsPEcT Of ThE 2018 aNNual mEETiNG Of sTOcKhOldERs Of vaNGuaRd NaTuRal REsOuRcEs, iNc., a dElawaRE cORPORaTiON (ThE "cOmPaNy"), TO BE hEld ON auGusT 6, 2018, aT 1:00 P.m., cENTRal TimE, aT ThE cOmPaNy's OfficEs, lOcaTEd aT 5847 saN fEliPE, suiTE 3000, hOusTON, TEXas 77057 If you are a stockholder of record and you plan to attend the annual meeting, please let us know when you vote your proxy. Please bring the notice of meeting which you received with you to the meeting. This card will serve as your ticket. If you are a “street name” stockholder, tell your broker or nominee that you’re planning to attend the meeting and would like a “legal proxy.” Bring that form to the meeting and you will be provided a ticket at the door. If you can’t get a legal proxy in time, we can still give you a ticket at the door if you bring a copy of your brokerage account statement showing that you were our stockholder as of the record date, July 6, 2018. ------------------ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ---------------- 0 vaNGuaRd NaTuRal REsOuRcEs, iNc. This PROXy is iN REsPEcT Of ThE 2018 aNNual mEETiNG Of sTOcKhOldERs Of vaNGauRd NaTuRal REsOuRcEs, iNc., a dElawaRE cORPORaTiON (ThE “cOmPaNy”), TO BE hEld ON auGusT 6, 2018, aT 1:00 P.m., cENTRal TimE, aT ThE cOmPaNy’s OfficEs, lOcaTEd aT 5847 saN fEliPE, suiTE 3000, hOusTON, TEXas 77057 The stockholder(s) hereby appoint(s) Jonathan C. Curth, Secretary of the Company, as proxy, with the power to appoint his substitute, and hereby authorizes him to represent and to vote, as designated on the reverse side of this Proxy Card, all of the shares of the Company t hat t he s tockholder(s) i s/are e ntitled t o v ote a t t he 2 018 A nnual M eeting o f Stockholders of the Company, to be held on August 6, 2018, at 1:00 P.M., central time, at the Company’s offices, located at 5847 San Felipe, Suite 3000, Houston Texas 77057, and any adjournment or postponement or continuation thereof, hereby revoking any proxies previously given. The undersigned hereby further authorizes such proxies to vote in their discretion upon such other matters as may properly come before such meeting and at any adjournment or postponement or continuation thereof. (continued and to be signed on the reverse side.) 1.1 14475