APPROACH RESOURCES INC. (NASDAQ:AREX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

After receiving the requisite number of votes for approval from
the stockholders of Approach Resources Inc. (the Company) at the
Companys 2017 Annual Meeting of Stockholders (the Annual
Meeting), the Company executed the Sixth Amendment (the Sixth
Amendment) to its 2007 Stock Incentive Plan (as amended, the 2007
Plan), effective June7, 2017. The Sixth Amendment (i) increases
the maximum number of shares available to grant to an individual
in a single year by 420,000 shares, (ii)increases the maximum
number of shares of common stock that may be subject to
nonqualified stock options and stock appreciation rights that may
be granted to an individual in a single year by 420,000 shares,
and (iii)limits awards under the 2007 Plan to
anynon-employeedirector during any calendar year to awards having
a value determined on the grant date (computed in accordance with
applicable financial accounting rules) of not more than $500,000,
when added to all cash paid to the director during the same
calendar year.

The foregoing description of the Sixth Amendment is a summary and
does not purport to be complete. The foregoing description is
qualified in its entirety by reference to the full text of the
Sixth Amendment, which is filed herewith as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated herein by
reference.

Item5.07 Submission of Matters to a Vote of Security
Holders.

The Company held the Annual Meeting on June7, 2017, in Fort
Worth, Texas, to (i)elect two directors to the class of directors
whose respective terms expire at the 2020 Annual Meeting of
Stockholders, (ii)approve, on an advisory basis, the compensation
of the Companys named executive officers, (iii)approve, on an
advisory basis, the frequency of future advisory votes on the
Companys executive compensation, (iv)approve the Sixth Amendment
to our 2007 Stock Incentive Plan and the material terms of the
2007 Stock Incentive Plan for purposes of complying with
Section162(m) of the Internal Revenue Code, and (v)ratify the
appointment of Hein Associates LLP as the Companys independent
registered public accounting firm for the fiscal year ending
December31, 2017. Each of these items is more fully described in
the Companys proxy statement filed with the Securities and
Exchange Commission on April25, 2017.

At the close of business on April13, 2017, the record date for
the Annual Meeting, there were 86,284,226 shares of the Companys
common stock issued, outstanding and entitled to vote at the
Annual Meeting.

Proposal 1 Election of Directors

Each of the two nominees for director was duly elected by the
Companys stockholders, with votes as follows:

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Proposal 2 Advisory Vote on Executive Compensation

With respect to the advisory vote on the compensation of the
Companys named executive officers as disclosed in the Companys
2017 proxy statement, the compensation of the Companys named
executive officers was approved, with votes as follows:

Proposal 3 Advisory Vote on Frequency of Future Advisory
Votes

With respect to the advisory vote on the frequency of future
advisory votes on executive compensation, the votes were as
follows:

Based on these results, and consistent with the Board of
Directors prior recommendation to the Companys stockholders in
connection with such vote, the Company has determined that, until
the next vote on the frequency of advisory votes on executive
compensation, the Company will hold an advisory vote on executive
compensation every year. In accordance with SEC regulations, the
Company must hold a vote on the frequency of advisory votes on
executive compensation at least once every six years.

Proposal 4 Approval of the Sixth Amendment to the 2007 Plan
and the Material Terms of the 2007 Plan

The Sixth Amendment to the 2007 Plan and the material terms of
the 2007 Plan, as amended, were approved by the Companys
stockholders, with votes as follows:

Proposal 5 Ratification of Independent Registered Public
Accounting Firm

The appointment of Hein Associates LLP as the Companys
independent registered public accounting firm for the fiscal year
ending December31, 2017 was ratified, with votes as follows:

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.

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About APPROACH RESOURCES INC. (NASDAQ:AREX)

Approach Resources Inc. is an independent energy company. The Company is focused on the exploration, development, production and acquisition of unconventional oil and gas reserves in the Midland Basin of the greater Permian Basin in West Texas. The Company’s business segment is the exploration and production of oil, natural gas liquids (NGLs) and natural gas. The Company’s assets cover an area of approximately 126,000 net acres. Its proved reserves are approximately 166.6 million barrels of oil equivalent. The Company’s proved reserves are primarily located in Crockett and Schleicher Counties, Texas. The Company’s Permian Basin acreage is known as the Project Pangea. The Company owns and operates approximately 800 producing oil and gas wells in the Permian Basin. The Company, through a joint venture with EnCana Oil & Gas (USA) Inc., holds interests in the approximately 3,000 gross acre project in Limestone and Robertson Counties, Texas, in the East Texas Cotton Valley trend.