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GST > SEC Filings for GST > Form 8-K on 7-Jun-2012All Recent SEC Filings

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Form 8-K for GASTAR EXPLORATION LTD


7-Jun-2012

Submission of Matters to a Vote of Security Holders


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

On June 7, 2012, Gastar Exploration Ltd. (the "Company") held its 2012 Annual General and Special Meeting of Shareholders (the "Annual Meeting"). As of April 20, 2012, the record date for the Annual Meeting, 65,743,544 shares were issued and outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by the shareholders and the final voting results for each such matter are set forth below.

Proposal 1 - Fixing the Number of Directors at Six (6)

The Company's shareholders voted to fix the number of members of the Board of Directors ("Board") at six (6) members. The voting results were as follows:

Votes For Votes Against Votes Abstain Broker Non-Vote 56,360,578 1,334,546 579,861 68,768

Proposal 2 - Election of Directors to the Board

The Company's shareholders voted to elect the following persons as directors to
serve for terms of one year until the next annual meeting or until their
successors have been elected and qualified. The voting results were as follows:



           Nominee                Votes For                Withheld (1)
       John H. Cassels            37,851,498                 20,492,255
       Randolph C. Coley          37,619,854                 20,723,899
       Robert D. Penner           37,796,056                 20,547,697
       J. Russell Porter          37,652,778                 20,690,975
       Floyd R. Price             37,614,494                 20,729,259
       John M. Selser             37,298,058                 21,045,695

(1) "Withheld" votes represent the number of absenteeism and broker non-votes.

Proposal 3 - Ratification of the Appointment of Independent Registered Public Accounting Firm

The Company's shareholders voted to approve a proposal to ratify the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2012. The voting results were as follows:

Votes For Votes Against Votes Abstain Broker Non-Vote 57,253,591 978,054 112,108 -

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Proposal 4 - Approval of the Second Amendment to the 2006 Long-Term Stock Incentive Plan

The Company's shareholders voted to approve the Second Amendment to the 2006 Long-Term Stock Incentive Plan. The voting results were as follows:

Votes For Votes Against Votes Abstain Broker Non-Vote 24,937,210 12,829,903 646,134 19,930,506

Proposal 5 - Advisory Vote on Executive Compensation

The Company's shareholders voted to approve the compensation paid to the Company's named executive officers and the related compensation philosophy, policies and procedures. The voting results were as follows:

Votes For Votes Against Votes Abstain Broker Non-Vote 35,235,145 2,609,870 523,232 19,930,506

For additional information on these proposals, please see the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 16, 2012.

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