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EX-99.1 - Vanguard Natural Resources, Inc.ex991eroc_vnrjointpressrel.htm


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): October 5, 2015
Vanguard Natural Resources, LLC
(Exact name of registrant specified in its charter)

Delaware
 
001-33756
 
61-1521161
(State or Other Jurisdiction
 
(Commission
 
(IRS Employer
Of Incorporation)
 
File Number)
 
Identification No.)

5847 San Felipe, Suite 3000
Houston, TX 77057
(Address of principal executive offices, zip code)

Registrant’s telephone number, including area code: (832) 327-2255



(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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-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

Vanguard Natural Resources, LLC (“Vanguard”) held its 2015 Annual Meeting of Unitholders (the “Annual Meeting”) on October 5, 2015. At the Annual Meeting, Vanguard’s unitholders were requested to (i) consider and vote on a proposal to approve the issuance of Vanguard Common Units to be issued as Merger Consideration to the holders of Eagle Rock Common Units in connection with the Merger, (ii) elect five director nominees to the board of directors of Vanguard to serve until Vanguard’s 2016 Annual Meeting of Unitholders, and (iii) ratify the appointment of BDO USA, LLP as independent auditor of Vanguard for the fiscal year ending December 31, 2015. Each of these items is more fully described in the joint proxy statement/prospectus of Vanguard and Eagle Rock filed with the SEC on September 3, 2015.
The final results of the matters voted upon at the Annual Meeting are as follows:
Proposal No. 1 — Election of Directors: The election of each of the five nominees for the board of directors of Vanguard was approved as follows:
Nominee
 
For
 
Withheld
 
Broker Non-Votes
W. Richard Anderson
 
22,711,207
 
808,742
 
52,764,605
Bruce W. McCullough
 
22,715,050
 
804,899
 
52,764,605
Richard A. Robert
 
21,934,009
 
1,585,940
 
52,764,605
Loren Singletary
 
22,706,304
 
813,645
 
52,764,605
Scott W. Smith
 
22,701,647
 
818,392
 
52,764,515

Proposal No. 2 — Ratification of the Appointment of BDO USA, LLP: The appointment of BDO was approved as follows:
For
 
Against
 
Abstain
 
Broker Non-Votes
74,683,147
 
1,004,231
 
597,176
 
-

Proposal No. 3— Approval of the Issuance of Vanguard Common Units: The issuance of Vanguard Common Units to be issued as Merger Consideration to the holders of Eagle Rock Common Units in connection with the Merger was approved as follows:
For
 
Against
 
Abstain
 
Broker Non-Votes
21,871,885
 
977,398
 
670,349
 
52,764,922
 





Item 7.01    Regulation FD Disclosures

On October 5, 2015, Vanguard and Eagle Rock issued a joint press release announcing Eagle Rock unitholder approval of the Merger and Vanguard unitholder approval of the issuance of Vanguard Common Units as Merger Consideration to Eagle Rock unitholders. A copy of the press release is attached as Exhibit 99.1 hereto.
The information furnished pursuant to Item 7.01 in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended.
Item 9.01    Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number
 
Description
 
 
 
Exhibit 99.1
 
Joint Press release dated October 5, 2015







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.

 
VANGUARD NATURAL RESOURCES, LLC

 
 
 
 
 
Dated: October 5, 2015
By:
/s/ Richard A. Robert

 
Name:
Richard A. Robert
 
Title:
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)








EXHIBIT INDEX
Exhibit Number
 
Description
 
 
 
Exhibit 99.1
 
Joint Press release dated October 5, 2015