REX ENERGY CORPORATION (NASDAQ:REXX) Files An 8-K Submission of Matters to a Vote of Security Holders

Item5.07

On May5, 2017, Rex Energy Corporation (the Company) held the 2017
Annual Meeting. As of March10, 2017, the record date for the 2017
Annual Meeting, there were 98,013,126 shares of common stock
issued and outstanding. A quorum of common stockholders, present
in person or by proxy, representing 73,415,967 shares of common
stock was present at the 2017 Annual Meeting. The final voting
results of the 2017 Annual Meeting are set forth below. Each of
these items is more fully described in the Companys Proxy
Statement filed with the Securities and Exchange Commission on
April4, 2017.

Proposal One Election of Directors

The Companys common stockholders elected each of the Companys six
nominees for director to serve a term of one year to expire at
the 2018 Annual Meeting of Stockholders or until their respective
successors are duly elected and qualified, as set forth below:

Proposal Two Ratification of the Appointment of
Independent Registered Public Accounting Firm

The Companys common stockholders ratified the selection of KPMG
LLP as the Companys independent registered public accounting firm
for the fiscal year ending December31, 2017, as set forth below:

Proposal Three Advisory Vote on Frequency of Advisory
Votes on Executive Compensation

The Companys common stockholders approved that an advisory vote
to approve the compensation of the Companys named executive
officers should take place each year, as set forth below:

In accordance with the recommendation of the Companys Board of
Directors (the Board) on this matter and these voting results,
the Company has determined to hold an advisory vote to approve
the compensation of the Companys named executive officers each
year until the next stockholder vote on the frequency of such
advisory votes. A stockholder vote on the frequency of such
advisory votes is required to be held at least once every six
years.

Proposal Four Advisory Vote on Executive
Compensation

The Companys common stockholders approved the compensation of its
named executive officers as described in the Companys definitive
Proxy Statement filed with the Securities and Exchange Commission
on April4, 2017, as set forth below:

Proposal Five Amendment to the Companys Certificate of
Incorporation to Implement a Reverse Stock Split of the Companys
Common Stock, solely at the discretion of the Board

The Companys common stockholders approved a grant of
discretionary authority to the Board to effect an amendment to
the Companys Certificate of Incorporation to implement a reverse
stock split of the outstanding shares of the Companys common
stock at a reverse stock split ratio between 1-for-5 and 1-for-10, with
such ratio determined by the Board in its sole discretion (the
Reverse Stock Split Proposal), as described in the Companys
definitive Proxy Statement filed with the Securities and Exchange
Commission on April4, 2017.