Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On June 27, 2017, Gastar Exploration Inc. (the “Company”) held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”). Certain funds managed indirectly by Ares Management LLC, the sole holders of 2,000 shares of Special Voting Preferred Stock, par value $0.01 per share (“Special Voting Shares”) of the Company, which represents 100% of the issued and outstanding shares of Special Voting Shares, voted the 2,000 shares of Special Voting Shares by written ballot in favor of electing each of Ronald D. Scott and Nathan W. Walton (collectively, the “Special Voting Shares Designees”) to the board of directors of the Company. Each of the Special Voting Shares Designees will be a Preferred Director as such term is defined in the previously filed Certificate of Designation in respect of the Special Voting Shares (the “Special Voting Shares Certificate of Designation”) and each of the Special Voting Shares Designees will serve for the term commencing immediately upon the conclusion of the Annual Meeting and continuing until the next annual meeting of the stockholders of the Company and until his successor is duly elected and qualified, unless such Preferred Director is earlier removed in accordance with the Special Voting Shares Certificate of Designation, resigns or is otherwise unable to serve.
As of May 10, 2017, the record date for the Annual Meeting, 211,903,583 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:
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Nominee
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Votes For
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Votes Withheld
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Broker Non-Vote
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John H. Cassels
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132,023,559
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3,414,648
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41,371,959
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Randolph C. Coley
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134,055,462
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1,382,745
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41,371,959
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Stephen A. Holditch
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134,283,747
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1,154,460
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41,371,959
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Robert D. Penner
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134,042,128
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1,396,079
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41,371,959
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J. Russell Porter
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128,603,941
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6,834,266
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41,371,959
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Jerry R. Schuyler
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134,064,993
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1,373,214
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41,371,959
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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, 2017. The voting results were as follows:
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Votes For
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Votes Against
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Votes Abstain
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Broker Non-Vote
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176,338,652
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322,884
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148,630
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-
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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:
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Votes For
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Votes Against
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Votes Abstain
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Broker Non-Vote
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132,203,307
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2,950,171
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284,729
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41,371,959
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Proposal 4 – Advisory Vote on the Frequency of the Advisory Vote on the Compensation of the Named Executive Officers
The Company’s stockholders approved on a non-binding advisory basis the frequency on which the Company’s named executive officers’ compensation is voted upon to be 1 year. The voting results were as follows:
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One Year
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Two Years
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Three Years
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Abstain
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131,485,710
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205,836
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3,614,939
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131,722
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Based on these results, the Company will hold annual non-binding advisory votes regarding our Named Executive Officer compensation until the next required frequency vote occurs.
Proposal 5 – Approval of an amendment to the Company’s Long-Term Incentive Plan
The Company’s stockholders approved the amendment to the Long-Term Incentive Plan to increase the number of shares available for awards under the plan as well as certain other additional changes. The voting results were as follows:
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Votes For
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Votes Against
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Votes Abstain
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Broker Non-Vote
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128,777,531
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6,185,864
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474,812
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41,371,959
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Proposal 6 – Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock
(the “Certificate of Incorporation Amendment”)
The Company’s stockholders approved the Certificate of Incorporation Amendment to increase the number of authorized shares of common stock from 550,000,000 to 800,000,000. The voting results were as follows:
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Votes For
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Votes Against
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Votes Abstain
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Broker Non-Vote
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165,356,705
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10,085,747
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1,367,714
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-
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