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 12, 2015 (June 11, 2015)
GASTAR EXPLORATION INC.
(Exact Name of Registrant as Specified in its Charter)
| DELAWARE | 001-35211 | 38-3531640 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1331 LAMAR STREET, SUITE 650
HOUSTON, TEXAS 77010
(Address of principal executive offices)
(713) 739-1800
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
| ¨ | 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)) |
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 11, 2015, Gastar Exploration Inc. (the “Company”) held its 2015 Annual Meeting of Stockholders (the “Annual Meeting”). As of April 21, 2015, the record date for the Annual Meeting, 80,145,777 shares of common stock were issued and outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by the stockholders and the final voting results for each such matter are set forth below.
Proposal 1 - Election of Directors to the Board
The Company’s stockholders elected each of the following persons as directors to serve for terms of one year until the next annual meeting and their successors have been elected and qualified. The voting results were as follows:
| Nominee |
Votes For | Votes Withheld | Broker Non-Vote | |||||||||
| John H. Cassels |
26,424,409 | 7,036,007 | 27,386,713 | |||||||||
| Randolph C. Coley |
32,708,016 | 752,400 | 27,386,713 | |||||||||
| Stephen A. Holditch |
32,725,676 | 734,740 | 27,386,713 | |||||||||
| Robert D. Penner |
32,630,371 | 830,045 | 27,386,713 | |||||||||
| J. Russell Porter |
32,496,039 | 964,377 | 27,386,713 | |||||||||
| Jerry R. Schuyler |
31,787,976 | 1,672,440 | 27,386,713 | |||||||||
| John M. Selser Sr. |
26,443,179 | 7,017,237 | 27,386,713 | |||||||||
Proposal 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm
The Company’s stockholders approved a proposal to ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2015. The voting results were as follows:
| Votes For |
Votes Against |
Votes Abstain |
Broker Non-Vote | |||
| 60,321,211 | 359,377 | 166,541 | — |
Proposal 3 - Advisory Vote on Executive Compensation
The Company’s stockholders approved on a non-binding advisory basis the compensation of the Company’s named executive officers as disclosed in the proxy statement pursuant to the compensation disclosure rules of the Securities Exchange Commission. The voting results were as follows:
| Votes For |
Votes Against |
Votes Abstain |
Broker Non-Vote | |||
| 23,636,151 | 9,675,666 | 148,599 | 27,386,713 |
2
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.
Date: June 12, 2015
| GASTAR EXPLORATION INC. | ||
| By: | /s/ J. Russell Porter | |
| J. Russell Porter | ||
| President and Chief Executive Officer | ||
3