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PSTR > SEC Filings for PSTR > Form 8-K on 15-May-2012All Recent SEC Filings

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Form 8-K for POSTROCK ENERGY CORP


15-May-2012

Change in Directors or Principal Officers, Submission of Matters to a Vote o


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

On May 9, 2012, at the annual meeting of stockholders of PostRock Energy Corporation ("PostRock"), the stockholders approved an amendment to PostRock's 2010 Long-Term Incentive Plan (the "LTIP") to increase the number of shares of common stock reserved for issuance under the LTIP by 3,000,000 shares and to increase the individual annual grant limits with respect to equity awards from 150,000 shares to 300,000 shares. For a description of the terms of the LTIP and the amendment, please see the section of PostRock's definitive proxy statement captioned "Approval of Amendment of 2010 Long-Term Incentive Plan," filed with the Securities and Exchange Commission on March 30, 2012, and incorporated by reference herein.



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

The 2012 annual meeting of the stockholders of PostRock was held on May 9, 2012. Matters voted on at the annual meeting and the results thereof were as follows:

1. Election of directors. The following individuals were elected to PostRock's board of directors until PostRock's next annual meeting of stockholders or until their successors are duly elected and qualified:

                                                                    Broker
            Nominee                    For          Withheld       Non-Votes
            Nathan M. Avery          13,955,443       263,060       5,564,528
            Terry W. Carter          13,981,977       236,526       5,564,528
            William H. Damon III     13,921,514       296,989       5,564,528
            Thomas J. Edelman        13,657,737       560,766       5,564,528
            Duke R. Ligon            13,883,352       335,151       5,564,528
            J. Philip McCormick      13,980,627       237,876       5,564,528
            Mark A. Stansberry       13,981,884       236,619       5,564,528

2. Approval of LTIP Amendment. Stockholders approved the amendment of the LTIP to increase the number of shares of common stock reserved for issuance under the plan by 3,000,000 shares and to increase the individual annual grant limits with respect to equity awards from 150,000 shares to 300,000 shares:

                                             Votes Cast
                         For                  13,472,208
                         Against                 738,458
                         Abstentions               7,837
                         Broker Non-Votes      5,564,528



3. Approval of Charter Amendment. Stockholders approved an amendment to the PostRock restated certificate of incorporation to increase the amount of authorized common stock from 40,000,000 shares to 100,000,000 shares:

                                             Votes Cast
                         For                  18,135,509
                         Against               1,616,580
                         Abstentions              30,942
                         Broker Non-Votes            N/A

4. Ratification of Auditors. Stockholders ratified the appointment of UHY LLP as PostRock's independent registered public accounting firm for 2012:

                                             Votes Cast
                         For                  19,452,151
                         Against                 212,291
                         Abstentions             118,589
                         Broker Non-Votes            N/A

White Deer Energy L.P. and its affiliates voted all 10,038,575 one one-hundredths of a share of Series B Voting Preferred Stock entitled to vote at the meeting for all director nominees and for the approval of the LTIP amendment, the approval of the amendment to the restated certificate of incorporation and the ratification of accountants, which are included in the tabulation of votes in 1-4 above.



Item 8.01 Other Events.

On May 10, 2012, the compensation committee of the board of directors of PostRock approved the annual grant of 20,000 restricted stock units to each non-employee director. In addition, the board of directors approved an amendment to the director compensation plan to permit the non-employee directors to elect to receive restricted stock units in lieu of all or a portion of the annual cash compensation otherwise payable to the non-employee directors under the existing director compensation plan.


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