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Quotes & Info
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| PSTR > SEC Filings for PSTR > Form 8-K on 15-May-2012 | All Recent SEC Filings |
15-May-2012
Change in Directors or Principal Officers, Submission of Matters to a Vote o
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.
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
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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
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Votes Cast
For 18,135,509
Against 1,616,580
Abstentions 30,942
Broker Non-Votes N/A
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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
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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.
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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