UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest reported event): May 10, 2011
POSTROCK ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Commission File No. 001-34635
Delaware (State or other jurisdiction of Incorporation or organization) |
27-0981065 (I.R.S. Employer Identification No.) |
210 Park Avenue Oklahoma City, Oklahoma (Address of Principal Executive Offices) |
73102 (Zip Code) |
Registrants Telephone Number, including Area Code: (405) 600-7704
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 | Entry into a Material Definitive Agreement. |
On May 11, 2011 and effective February 21, 2011, Quest Eastern Resource LLC (QER), a
subsidiary of PostRock Energy Corporation (PostRock), entered into an amendment to the Third
Amended and Restated Credit Agreement, dated September 21, 2010 (as amended, the QER Credit
Agreement), among QER, as the borrower, the lender party thereto and Royal Bank of Canada, as
administrative agent and collateral agent. The amendment further delays the date on which the
first interest payments under the QER Credit Agreement are due as follows: (1) interest payments on
LIBOR loans will not be due until the last day of each interest period occurring after June 30,
2011, and (2) interest payments on base rate loans will not be due until the last business day of
each fiscal quarter beginning on September 30, 2011. The amendment also further delays the date on
which certain payments accrued and owing under overriding royalty interests previously assigned to
the lender are due to July 1, 2011, should an Approved Disposition, as such term is defined in the
QER Credit Agreement, not occur on or prior to June 30, 2011. The amendment did not result in an
increase in cash interest expense and no amendment fees were incurred in connection therewith.
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 10, 2011, at the annual meeting of stockholders of PostRock, the stockholders approved
the amendment of PostRocks 2010 Long-Term Incentive Plan (the LTIP). The amendment increases
the number of shares of common stock reserved for issuance under the LTIP by 2,000,000 shares. For
a description of the terms of the LTIP, please see the section of PostRocks definitive proxy
statement captioned Approval of Amendment of 2010 Long-Term Incentive Plan, filed with the
Securities and Exchange Commission on March 18, 2011, and incorporated by reference herein.
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The 2011 annual meeting of the stockholders of PostRock was held on May 10, 2011. Matters
voted on at the annual meeting and the results thereof were as follows:
1. | Election of directors. The following individuals were elected to PostRocks board of directors until PostRocks next annual meeting of stockholders or until their successors are duly elected and qualified: |
Broker | ||||||
Nominee | For | Withheld | Non-Votes | |||
Nathan M. Avery |
9,195,616 | 98,924 | 4,770,995 | |||
William H. Damon III |
9,196,817 | 97,723 | 4,770,995 | |||
Thomas J. Edelman |
8,840,126 | 454,414 | 4,770,995 | |||
David C. Lawler |
9,194,806 | 99,734 | 4,770,995 | |||
Duke R. Ligon |
9,171,759 | 122,781 | 4,770,995 | |||
J. Philip McCormick |
9,196,312 | 98,228 | 4,770,995 | |||
James E. Saxton, Jr. |
9,196,809 | 97,731 | 4,770,995 | |||
Daniel L. Spears |
9,197,350 | 97,190 | 4,770,995 | |||
Mark A. Stansberry |
9,196,808 | 97,732 | 4,770,995 |
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 2,000,000 shares: |
Votes Cast | ||
For |
8,779,475 | |
Against |
492,572 | |
Abstentions |
22,493 | |
Broker Non-Votes |
4,770,995 |
3. | Ratification of Auditors. Stockholders ratified the appointment of UHY LLP as PostRocks independent registered public accounting firm for 2011: |
Votes Cast | ||
For |
13,761,340 | |
Against |
296,832 | |
Abstentions |
7,363 | |
Broker Non-Votes |
|
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
POSTROCK ENERGY CORPORATION |
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By: | /s/ David J. Klvac | |||
David J. Klvac | ||||
Executive Vice President and Chief Accounting Officer |
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Date: May 16, 2011