UNITED STATES
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

June 15, 2011
Date of Report (Date of earliest event reported)

URANERZ ENERGY CORPORATION
(Exact name of registrant as specified in its charter)

NEVADA 001-32974 98-0365605
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)    

1701 East “E” Street  
PO Box 50850  
Casper, Wyoming, USA 85605
(Address of principal executive offices) (Zip Code)

604-689-1659
Registrant's telephone number, including area code

NOT APPLICABLE
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))
[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))


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

Results of Annual General and Special Meeting of Shareholders

On June 15, 2011, Uranerz Energy Corporation held its annual general meeting of shareholders at the Hilton Garden Inn, 1150 N. Poplar Street, Casper, Wyoming at 9:30 a.m. local time. Shareholders representing 56,805,071 shares or 74% of the shares authorized to vote (76,404,574) were present in person or by proxy, representing a quorum for the purposes of the annual general meeting. The shareholders approved the following:

Proposal #1 – Election of Directors
The election of the Nominees to the Company’s Board to serve until the Company’s 2012 Annual Meeting of Shareholders or until successors are duly elected and qualified: 
                   Glenn Catchpole 
                   George Hartman 
                   Dennis Higgs 
                   Paul Saxton 
                   Gerhard Kirchner 
                   Peter Bell 
                   Arnold Dyck
For Against Withheld Spoiled Non Vote

41,221,711
41,085,639
41,091,516
40,884,084
41,220,951
40,763,605
41,165,772
0
0
0
0
0
0
0

299,914
435,986
430,109
637,541
300,674
758,020
355,853

0
0
0
0
0
0
0

15,283,446
15,283,446
15,283,446
15,283,446
15,283,446
15,283,446
15,283,446

Proposal #2 – Articles Amendment
To ratify the amendment of the Company’s Articles of Incorporation to increase the number of authorized shares of common stock from 200,000,000 to 750,000,000

For Against Abstain Spoiled Non Vote
48,831,876 7,215,950 757,245 0 0
Proposal #3 – Stock Option Plan Amendment
To amend the 2005 Nonqualified Stock Option Plan by increasing the number of shares authorized for issuance under the plan from 10,000,000 to 30,000,000 and extending the plan termination date for an additional 10 years
For Against Abstain Spoiled Non Vote
31,221,153 9,571,056 729,416 0 15,283,446
Proposal #4 – Ratification of the Appointment of Auditors
To ratify the appointment of Manning Elliot LLP
For
Against
Abstain
Spoiled
Non Vote
56,172,047 255,495 377,529 0 0
Proposal #5 –Advisory Vote on Executive Compensation For Against Abstain Spoiled Non Vote
40,776,760 294,800 450,065 0 15,283,446



Proposal #6 – Advisory Vote on
Frequency of Advisory Vote on
Executive Compensation
1 Year

2 Years

3 Years

Abstain

Spoiled

Non Vote

5,266,261 826,361

34,835,991

593,012 0 15,283,446

All Nominees for election to the Company’s Board were elected to the Board and will serve until the Company’s 2012 annual meeting of shareholders or until successors are duly elected and qualified. The Articles Amendment, the Stock Option Plan Amendment, the proposal to ratify the appointment of the Company’s Independent Registered Public Accounting Firm for the 2011 fiscal year and the proposal for the advisory vote on the compensation of named executive officers were each approved. In relation to the proposal on the frequency of future advisory votes on the compensation of named executive officers, the frequency of every 3 years received the most votes, and therefore is the advisory recommendation of the shareholders of the Company.

Board Determination of the Frequency of Advisory Vote on Executive Compensation

In consideration of the advisory vote of the shareholders of the Company that an advisory vote on executive compensation should take place every three years and in consideration of the previous recommendation of the Company’s Board and Compensation Committee that the advisory vote on executive compensation should take place every three years, on June 15, 2011, the Company’s Board passed a resolution that the advisory vote on executive compensation will take place every three years.

SIGNATURES

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.

  URANERZ ENERGY CORPORATION
     
DATE: June 21, 2011 By: /s/ “Sandra MacKay”
    Sandra MacKay
    Corporate Secretary