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 2, 2016

 

 

APPROACH RESOURCES INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-33801   51-0424817

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

One Ridgmar Centre

6500 West Freeway, Suite 800

Fort Worth, Texas

    76116
(Address of principal executive offices)     (Zip Code)

(817) 989-9000

(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 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))

 

 

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

After receiving the requisite number of votes for approval from the stockholders of Approach Resources Inc. (the “Company”) at the Company’s 2016 Annual Meeting of Stockholders (the “Annual Meeting”), the Company executed the Fifth Amendment (the “Fifth Amendment”) to its 2007 Stock Incentive Plan (as amended, the “2007 Plan”), effective June 2, 2016. The Fifth Amendment increases the number of shares available for grant under the 2007 Plan by 2,500,000 shares.

The foregoing description of the Fifth Amendment is a summary and does not purport to be complete. The foregoing description is qualified in its entirety by reference to the full text of the Fifth Amendment, which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

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

The Company held the Annual Meeting on June 2, 2016, in Fort Worth, Texas, for the following purposes: (1) to elect two directors to the class of directors whose respective terms expire at the 2019 Annual Meeting of Stockholders; (2) to approve, on an advisory basis, the compensation of the Company’s named executive officers; (3) to approve the Fifth Amendment to the 2007 Plan; (4) to approve the material terms of the 2007 Plan for purposes of complying with Section 162(m) of the Internal Revenue Code; and (5) to ratify the appointment of Hein & Associates LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016. Each of these items is more fully described in the Company’s proxy statement filed with the Securities and Exchange Commission on April 20, 2016.

At the close of business on April 11, 2016, the record date for the Annual Meeting, there were 41,541,578 shares of the Company’s common stock issued, outstanding and entitled to vote at the Annual Meeting.

Proposal 1 – Election of Directors

Each of the two nominees for director was duly elected by the Company’s stockholders, with votes as follows:

 

Nominee

  

Shares For

  

Shares Withheld

  

Broker Non-Votes

Vean J Gregg III

   21,822,584    818,679    14,307,904

J. Ross Craft

   21,787,238    854,025    14,307,904

 

2


Proposal 2 – Advisory Vote on Executive Compensation

With respect to the advisory vote on the compensation of the Company’s named executive officers as disclosed in the Company’s 2016 proxy statement, the compensation of the Company’s named executive officers was approved, with votes as follows:

 

Shares For

  

Shares Against

  

Shares Abstaining

  

Broker Non-Votes

21,974,512

   549,951    116,800    14,307,904

Proposal 3 – Approval of the Fifth Amendment to the 2007 Stock Incentive Plan

The Fifth Amendment was approved by the Company’s stockholders, with votes as follows:

 

Shares For

  

Shares Against

  

Shares Abstaining

  

Broker Non-Votes

19,018,033

   3,519,774    103,456    14,307,904

Proposal 4 – Approval of the Material Terms of the 2007 Stock Incentive Plan

The material terms of the 2007 Stock Incentive Plan were approved by the Company’s stockholders for purposes of complying with Section 162(m) of the Internal Revenue Code, with votes as follows:

 

Shares For

  

Shares Against

  

Shares Abstaining

  

Broker Non-Votes

21,998,792

   535,035    107,436    14,307,904

Proposal 5 – Ratification of Independent Registered Public Accounting Firm

The appointment of Hein & Associates LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016 was ratified, with votes as follows:

 

Shares For

  

Shares Against

  

Shares Abstaining

  

Broker Non-Votes

36,497,403

   119,920    331,844    —  

 

Item 9.01. Financial Statements and Exhibits.

(d)  Exhibits.

 

Exhibit
No.

  

Description

10.1    Fifth Amendment to the Approach Resources Inc. 2007 Stock Incentive Plan.

 

3


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.

 

APPROACH RESOURCES INC.
By:  

/s/ Josh Dazey

  Josh Dazey
  Vice President, General Counsel

Date: June 2, 2016

 

4


EXHIBIT INDEX

 

Exhibit
No.

  

Description

10.1    Fifth Amendment to the Approach Resources Inc. 2007 Stock Incentive Plan.

 

5

Exhibit 10.1

FIFTH AMENDMENT TO THE

APPROACH RESOURCES INC.

2007 STOCK INCENTIVE PLAN

This Fifth Amendment (the “ Fifth Amendment ”) to the Approach Resources Inc. 2007 Stock Incentive Plan, as amended from time to time (the “ Plan ”), is made effective as of June 2, 2016 (the Amendment Effective Date ”), by Approach Resources Inc., a Delaware corporation (“ Approach ”), subject to approval by Approach’s stockholders.

W I T N E S S E T H :

WHEREAS, Approach established the Plan, originally effective as of June 28, 2007 and most recently amended effective March 2, 2016, under which Approach is authorized to grant equity-based incentive awards to certain employees and service providers of Approach and its subsidiaries;

WHEREAS, Section 14.1 of the Plan provides that Approach’s board of directors (the “ Board ”) may amend the Plan to increase the Plan’s share limitation with the approval of Approach’s stockholders; and

WHEREAS, the Board now desires to amend the Plan in the manner contemplated hereby, subject to approval by Approach’s stockholders at the Company’s 2016 annual meeting, to increase the number of shares available for grant under the Plan by 2,500,000 shares.

NOW, THEREFORE, the Plan shall be amended as of the Amendment Effective Date, subject to approval by Approach’s stockholders, as set forth below:

1. The first sentence of Section 4.1(a) of the Plan is hereby deleted and replaced in its entirety with the following:

 

  (a) Subject to adjustment as provided in Section 4.2, the maximum number of shares of Common Stock that shall be available for grant of Awards under the Plan, on or after May 31, 2012, shall not exceed 6,125,000 shares.

2. Except as set forth above, the Plan shall continue to read in its current state.

IN WITNESS WHEREOF, Approach has caused the execution of this Fifth Amendment by its duly authorized officer, effective as of the Amendment Effective Date.

 

APPROACH RESOURCES INC.
By:   /s/ J.Ross Craft
  J. Ross Craft
 

Chairman, Chief Executive Officer

and President