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 Companys 2017 Annual Meeting of Stockholders (the Annual Meeting), the Company executed the Sixth Amendment (the Sixth Amendment) to its 2007
Stock Incentive Plan (as amended, the 2007 Plan), effective June 7, 2017. The Sixth Amendment (i) increases the maximum number of shares available to grant to an individual in a single year by 420,000 shares, (ii) increases the
maximum number of shares of common stock that may be subject to nonqualified stock options and stock appreciation rights that may be granted to an individual in a single year by 420,000 shares, and (iii) limits awards under the 2007 Plan to
any non-employee director during any calendar year to awards having a value determined on the grant date (computed in accordance with applicable financial accounting rules) of not more than $500,000, when added to all cash paid to the
director during the same calendar year.
The foregoing description of the Sixth 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 Sixth 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 7, 2017, in Fort Worth, Texas, to (i) elect two directors to the class of directors whose
respective terms expire at the 2020 Annual Meeting of Stockholders, (ii) approve, on an advisory basis, the compensation of the Companys named executive officers, (iii) approve, on an advisory basis, the frequency of future advisory
votes on the Companys executive compensation, (iv) approve the Sixth Amendment to our 2007 Stock Incentive Plan and the material terms of the 2007 Stock Incentive Plan for purposes of complying with Section 162(m) of the Internal
Revenue Code, and (v) ratify the appointment of Hein & Associates LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2017. Each of these items is more fully described in
the Companys proxy statement filed with the Securities and Exchange Commission on April 25, 2017.
At the close of business on
April 13, 2017, the record date for the Annual Meeting, there were 86,284,226 shares of the Companys 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 Companys stockholders, with votes as follows:
|
|
|
|
|
|
|
Nominee
|
|
Shares For
|
|
Shares Withheld
|
|
Broker Non-Votes
|
Alan D. Bell
|
|
55,274,480
|
|
1,245,469
|
|
21,137,740
|
Morgan D. Neff
|
|
55,291,699
|
|
1,228,250
|
|
21,137,740
|
2
Proposal 2 Advisory Vote on Executive Compensation
With respect to the advisory vote on the compensation of the Companys named executive officers as disclosed in the Companys 2017
proxy statement, the compensation of the Companys named executive officers was approved, with votes as follows:
|
|
|
|
|
|
|
Shares For
|
|
Shares Against
|
|
Shares Abstaining
|
|
Broker Non-Votes
|
53,963,898
|
|
2,215,532
|
|
340,519
|
|
21,137,740
|
Proposal 3 Advisory Vote on Frequency of Future Advisory Votes
With respect to the advisory vote on the frequency of future advisory votes on executive compensation, the votes were as follows:
|
|
|
|
|
|
|
|
|
One Year
|
|
Two Years
|
|
Three Years
|
|
Shares Abstaining
|
|
Broker Non-Votes
|
54,250,165
|
|
557,170
|
|
1,303,385
|
|
409,229
|
|
21,137,740
|
Based on these results, and consistent with the Board of Directors prior recommendation to the
Companys stockholders in connection with such vote, the Company has determined that, until the next vote on the frequency of advisory votes on executive compensation, the Company will hold an advisory vote on executive compensation every year.
In accordance with SEC regulations, the Company must hold a vote on the frequency of advisory votes on executive compensation at least once every six years.
Proposal 4 Approval of the Sixth Amendment to the 2007 Plan and the Material Terms of the 2007 Plan
The Sixth Amendment to the 2007 Plan and the material terms of the 2007 Plan, as amended, were approved by the Companys stockholders,
with votes as follows:
|
|
|
|
|
|
|
Shares For
|
|
Shares Against
|
|
Shares Abstaining
|
|
Broker Non-Votes
|
52,476,434
|
|
3,649,378
|
|
394,137
|
|
21,137,740
|
Proposal 5 Ratification of Independent Registered Public Accounting Firm
The appointment of Hein & Associates LLP as the Companys independent registered public accounting firm for the fiscal year
ending December 31, 2017 was ratified, with votes as follows:
|
|
|
|
|
|
|
Shares For
|
|
Shares Against
|
|
Shares Abstaining
|
|
Broker Non-Votes
|
76,465,231
|
|
660,630
|
|
531,828
|
|
|