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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

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

On June 6, 2018, at the 2018 Annual Meeting of Stockholders of Approach Resources Inc. (the “Company”), the Company’s stockholders approved the Company’s 2018 Long Term Incentive Plan which, among other items, reserves 6,950,000 shares for issuance under such plan.

A summary of the Company’s 2018 Long Term Incentive Plan is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2018. That summary and the above description of the Company’s 2018 Long Term Incentive Plan do not purport to be complete and are qualified in their entirety by reference to the Company’s 2018 Long Term Incentive Plan, which is filed as Exhibit10.1 to this Current Report on Form8-K and is incorporated herein by reference.

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

The Company held its Annual Meeting on June 6, 2018, in Fort Worth, Texas, for the following purposes: (1) to elect two directors to the class of directors whose respective terms expire at the 2021 Annual Meeting of Stockholders; (2) to approve, on an advisory basis, the compensation of the Company’s named executive officers; (3) to approve the Company’s 2018 Long Term Incentive Plan; and (4) to ratify the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.Each of these items is more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2018.

At the close of business on April 12, 2018, the record date for the Annual Meeting, there were 94,627,262 shares of the Company’s 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 Company’s stockholders, with votes as follows:

Nominee

Shares For

Shares Withheld

Broker Non-Votes

James C. Crain

69,566,407

2,533,141

17,500,341

Matthew D. Wilks

71,116,218

983,330

17,500,341

Proposal 2 – Advisory Vote on Executive Compensation

With respect to the advisory vote on the compensation of the Company’s named executive officers as disclosed in the Company’s 2018 proxy statement, the compensation of the Company’s named executive officers was approved, with votes as follows:

Shares For

Shares Against

Shares Abstaining

Broker Non-Votes

58,059,202

9,726,353

4,313,993

17,500,341

Proposal 3 – Approval of the 2018 Long Term Incentive Plan

The Company’s 2018 Long Term Incentive Plan was approved by the Company’s stockholders, with votes as follows:

Shares For

Shares Against

Shares Abstaining

Broker Non-Votes

64,542,926

3,386,781

4,169,841

17,500,341

Proposal 4 – Ratification of Independent Registered Public Accounting Firm

The appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018 was ratified, with votes as follows:

Shares For

Shares Against

Shares Abstaining

Broker Non-Votes

88,645,578

629,523

324,790

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.

Description

10.1

2018 Long Term Incentive Plan.

Approach Resources Inc ExhibitEX-10.1 2 arex-ex101_6.htm EX-10.1 arex-ex101_6.htm Exhibit 10.1 APPROACH RESOURCES INC. 2018 Long Term Incentive Plan 1.        Purpose. The purpose of the Approach Resources Inc. 2018 Long Term Incentive Plan (as amended from time to time,…To view the full exhibit click here
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.

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