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

Date of Report (Date of earliest event reported): June 21, 2011

Brigham Exploration Company
(Exact name of registrant as specified in its charter)

Delaware		001-34224		75-2692967
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

6300 Bridgepoint Parkway Building Two, Suite 500 Austin, Texas		78730
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (512) 427-3300

(Former name or former address if changed since last report.)

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 5.07 Submission of Matters to a Vote of Security Holders

We held our Annual Meeting of Stockholders on June 21, 2011. The matters on which the stockholders voted, in person or by proxy, were to (1) elect seven directors to serve until the Annual Meeting of Stockholders in 2012, (2) approve the appointment of KMPG LLP as our independent registered public accounting firm for the year ending December 31, 2011, (3) approve, by a non-binding advisory vote, the compensation paid to our named executive officers in 2010, (4) determine, in a non-binding advisory vote, whether a stockholder vote to approve the compensation of our named executive officers should occur every one, two or three years, (5) amend the 1997 Director Stock Option Plan to extend the term of future options to be granted pursuant to the 1997 Director Stock Option Plan from seven years to ten years and (6) approve the grant of 1,500 shares of common stock to each of our non-employee directors.

The results of the voting are as follows:

1. Election of Directors

Each of the seven directors was elected to serve until the Annual Meeting of Stockholders in 2012. The voting results were as follows:

Nominee		Votes For				Votes Withheld				Broker Non-Votes
Ben M. (“Bud”) Brigham			74,088,968				15,811,615				17,367,400
David T. Brigham			75,692,990				14,207,593				17,367,400
Harold D. Carter			72,626,756				17,273,827				17,367,400
Stephen C. Hurley			86,850,767				3,049,816				17,367,400
Stephen P. Reynolds			87,076,908				2,823,675				17,367,400
Hobart A. Smith			86,313,822				3,586,761				17,367,400
Scott W. Tinker, Ph.D.			88,412,070				1,488,513				17,367,400

2. Approval of the Appointment of Independent Registered Public Accounting Firm

The stockholders approved the appointment of KPMG as our independent registered public accounting firm for the year ending December 31, 2011. The voting results were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
107,036,869		195,525		42,129		0

3. Advisory Vote on Executive Compensation

The stockholders approved the compensation paid to our named executive officers in 2010. The voting results were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
86,304,417		3,453,069		143,096		17,373,941

4. Advisory Vote on the Frequency of the Say-on-Pay Vote

Our stockholders recommended that the “say-on-pay” vote be taken every year. The voting results were as follow:

One Year		Two Years		Three Years		Abstentions		Broker Non-Votes
56,619,326		2,376,689		27,779,768		124,798		17,373,942

Although the vote is advisory, our Board of Directors values the opinion of our stockholders. In light of the voting results on this proposal, the Board has determined that the Company will hold an annual “say-on-pay” vote until the next stockholder vote regarding the frequency of the “say-on-pay” vote.

5. Amendment to the 1997 Director Stock Option Plan

The stockholders approved the amendment to the 1997 Director Stock Option Plan to extend the term of future options to be granted pursuant to the 1997 Director Stock Option Plan from seven years to ten years. The voting results were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
70,044,449		19,641,239		214,894		17,373,941

A copy of the Amendment to the 1997 Director Stock Option Plan is attached hereto as Exhibit 10.35 and is incorporated herein by reference. The description of the Amendment to the 1997 Director Stock Option Plan in this Current Report on Form 8-K is a summary and is qualified in its entirety by the terms of the Amendment to the 1997 Director Stock Option Plan.

6. Grant of 1,500 Shares of Common Stock to Each of Our Non-Employee Directors

The stockholders approved the grant of 1,500 shares to each of our non-employee directors. The voting results were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
64,996,148		24,716,151		188,284		17,373,940

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is filed as part of this current report on Form 8-K:

10.35 Amendment to the 1997 Director Stock Option Plan

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 thereunto duly authorized.

BRIGHAM EXPLORATION COMPANY

Date: June 24, 2011