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PSTR > SEC Filings for PSTR > Form 8-K on 13-May-2013All Recent SEC Filings

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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 7, 2013, 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 5,000,000 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 26, 2013, and incorporated by reference herein (the "Proxy Statement"). At the annual meeting, stockholders of PostRock also approved the adoption of the PostRock Energy Services Corporation Deferred Compensation Plan (the "Deferred Compensation Plan"). For a description of the Deferred Compensation Plan, please see the section of the Proxy Statement captioned "Approval of Deferred Compensation Plan."

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

The 2013 annual meeting of the stockholders of PostRock was held on May 7, 2013. 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:

           Nominee                    For           Withheld        Non-Votes
           Nathan M. Avery          32,733,875         231,588       6,844,624
           Terry W. Carter          32,795,223         170,240       6,844,624
           William H. Damon III     32,704,561         260,902       6,844,624
           Thomas J. Edelman        31,087,114       1,878,349       6,844,624
           Duke R. Ligon            32,695,462         270,001       6,844,624
           J. Philip McCormick      32,824,087         141,376       6,844,624
           Mark A. Stansberry       32,824,544         140,919       6,844,624

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 5,000,000 shares:

                                             Votes Cast
                         For                  31,211,653
                         Against               1,599,657
                         Abstentions             154,153
                         Broker Non-Votes      6,844,624

3. Approval of Deferred Compensation Plan. Stockholders approved the adoption of the Deferred Compensation Plan:

                                             Votes Cast
                         For                  31,272,438
                         Against               1,441,345
                         Abstentions             251,680
                         Broker Non-Votes      6,844,624

4. Ratification of Auditors. Stockholders ratified the appointment of UHY LLP as PostRock's independent registered public accounting firm for 2013:

                                             Votes Cast
                         For                  39,356,457
                         Against                 178,111
                         Abstentions             275,519
                         Broker Non-Votes            N/A

5. Approval of Executive Compensation, by Non-binding Vote. Stockholders approved, on an advisory basis, the compensation of PostRock's named executive officers:

                                             Votes Cast
                         For                  32,687,817
                         Against                  79,480
                         Abstentions             198,166
                         Broker Non-Votes      6,844,624

6. Frequency of Non-Binding Vote on Executive Compensation. The proposal on the frequency with which PostRock will hold an advisory vote on the compensation of its named executive officers, or "say-on-pay" votes, received the following votes:

                                         Votes Cast
                              1 Year       1,644,298
                              2 Years        337,522
                              3 Years     30,957,759
                              Abstain         25,884

Consistent with the Board of Directors' recommendation in the Proxy Statement and the voting results, PostRock intends to hold future advisory say-on-pay votes every three years until it next holds an advisory vote on the frequency of say-on-pay votes as required under SEC rules.

White Deer Energy L.P. and its affiliates voted all 19,489,510 one one-hundredths of a share of Series B Voting Preferred Stock entitled to vote at the meeting for all director nominees, for the approval of the LTIP amendment, for the approval of the Deferred Compensation Plan, for the ratification of accountants, for the advisory approval of the compensation of PostRock's named executive officers and for say-on-pay votes every three years, which are included in the tabulation of votes in 1-6 above.

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