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 10, 2014

Warren Resources, Inc.

(Exact Name of Registrant
as Specified in Charter)

1114 Avenue of the Americas, 34th Floor

New York, New York 10036

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (212) 697-9660

(Former Name or Former Address, if Changed Since Last Report): N/A

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

Warren Resources, Inc. held its Annual Meeting of Shareholders on June 10, 2014. The matters voted upon at the Annual Meeting and the final results of such voting are set forth below:

Proposal 1. To elect each of Mr. Chet Borgida and Mr. Marcus C. Rowland as directors for a term expiring at the 2017 Annual Meeting, or until their successors are duly elected:

All directors were duly elected.

Proposal 2. To approve an amendment to the Charter, as amended, to increase the number of authorized shares of our common stock from 100,000,000 to 200,000,000:

The amendment to the Charter increasing authorized shares of common stock to 200,000,000 was approved.

Proposal 3. Ratification of the appointment of Grant Thornton LLP as independent auditors for 2014:

The selection of independent auditors was ratified.

Proposal 4. To approve, on a non-binding advisory basis, the Company’s compensation of its named executive officers as disclosed in the 2014 proxy statement:

On a non-binding advisory basis, the Company’s compensation of its named executive officers as disclosed in the 2014 proxy statement was approved.

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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 thereunto duly authorized.

Date: June 13, 2014

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