Summary of OMEGA PROTEIN CORP

Change in Directors or Principal Officers, Financial Statements and Exhibits

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

On December 4, 2012, the Compensation Committee of the Board of Directors of Omega Protein Corporation (the "Company") awarded the following grants of restricted common stock under the Company's 2006 Incentive Plan to the Company executive officers listed below:

        Officer                            Title                    Number of Shares

Bret D. Scholtes              President and Chief Executive         50,000
                              Officer

Andrew C. Johannesen          Executive Vice President and          35,000
                              Chief Financial Officer

John D. Held                  Executive Vice President,             25,000
                              General Counsel and Secretary

Dr. Mark E. Griffin           Senior Vice President - Sales         35,000
                              and Marketing and R & D

Matthew Phillips              President of Cyvex Nutrition,         25,000
                              Inc. subsidiary

Gregory Toups                 Vice President, Controller and        10,000
                              Chief Accounting Officer

All of these shares will vest on December 4, 2015 and have a value of $6.31 per share, the Fair Market Value (as defined in the 2006 Incentive Plan) on the date of grant. The grants were made pursuant to the form of Restricted Stock Agreement attached hereto as Exhibit 10.1.

The foregoing description of the Restricted Stock Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Restricted Stock Agreement, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

On December 4, 2012, the Compensation Committee also approved the following discretionary cash bonuses to be paid to the Company executive officers listed below:

      Officer                            Title                      2012 Cash Bonus
Bret D. Scholtes          President and Chief Executive                    $270,000
                          Officer

Andrew C. Johannesen      Executive Vice President and Chief               $195,000
                          Financial Officer

John D. Held              Executive Vice President, General                $175,000
                          Counsel and Secretary

Dr. Mark E. Griffin       Senior Vice President - Sales and                $190,000
                          Marketing and R & D

Gregory Toups             Vice President, Controller and                    $90,000
                          Chief Accounting Officer