0001193125-15-221485.txt : 20150612 0001193125-15-221485.hdr.sgml : 20150612 20150612123652 ACCESSION NUMBER: 0001193125-15-221485 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150611 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20150612 DATE AS OF CHANGE: 20150612 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Gastar Exploration Inc. CENTRAL INDEX KEY: 0001431372 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 383531640 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35211 FILM NUMBER: 15927871 BUSINESS ADDRESS: STREET 1: 1331 LAMAR STREET STREET 2: SUITE 650 CITY: HOUSTON STATE: TX ZIP: 77010 BUSINESS PHONE: (713) 739-1800 MAIL ADDRESS: STREET 1: 1331 LAMAR STREET STREET 2: SUITE 650 CITY: HOUSTON STATE: TX ZIP: 77010 FORMER COMPANY: FORMER CONFORMED NAME: Gastar Exploration USA, Inc. DATE OF NAME CHANGE: 20080402 8-K 1 d942139d8k.htm 8-K 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): June 12, 2015 (June 11, 2015)

 

 

GASTAR EXPLORATION INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

DELAWARE   001-35211   38-3531640

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

1331 LAMAR STREET, SUITE 650

HOUSTON, TEXAS 77010

(Address of principal executive offices)

(713) 739-1800

(Registrant’s telephone number, including area code)

 

 

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))

 

 

 

SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

 

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

On June 11, 2015, Gastar Exploration Inc. (the “Company”) held its 2015 Annual Meeting of Stockholders (the “Annual Meeting”). As of April 21, 2015, the record date for the Annual Meeting, 80,145,777 shares of common stock were issued and outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by the stockholders and the final voting results for each such matter are set forth below.

Proposal 1 - Election of Directors to the Board

The Company’s stockholders elected each of the following persons as directors to serve for terms of one year until the next annual meeting and their successors have been elected and qualified. The voting results were as follows:

 

Nominee

    Votes For      Votes Withheld      Broker Non-Vote  

John H. Cassels

      26,424,409         7,036,007         27,386,713   

Randolph C. Coley

      32,708,016         752,400         27,386,713   

Stephen A. Holditch

      32,725,676         734,740         27,386,713   

Robert D. Penner

      32,630,371         830,045         27,386,713   

J. Russell Porter

      32,496,039         964,377         27,386,713   

Jerry R. Schuyler

      31,787,976         1,672,440         27,386,713   

John M. Selser Sr.

      26,443,179         7,017,237         27,386,713   

Proposal 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm

The Company’s stockholders approved a proposal to ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2015. The voting results were as follows:

 

Votes For

   

Votes Against

   

Votes Abstain

   

Broker Non-Vote

60,321,211    359,377    166,541    —  

Proposal 3 - Advisory Vote on Executive Compensation

The Company’s stockholders approved on a non-binding advisory basis the compensation of the Company’s named executive officers as disclosed in the proxy statement pursuant to the compensation disclosure rules of the Securities Exchange Commission. The voting results were as follows:

 

Votes For

   

Votes Against

   

Votes Abstain

   

Broker Non-Vote

23,636,151    9,675,666    148,599    27,386,713

 

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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.

Date: June 12, 2015

 

GASTAR EXPLORATION INC.
By:

/s/ J. Russell Porter

J. Russell Porter
President and Chief Executive Officer

 

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