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 4, 2010 (June 3, 2010)
GASTAR EXPLORATION LTD.
(Exact Name of Registrant as Specified in its Charter)
| | | | |
| ALBERTA, CANADA | | 001-32714 | | 98-0570897 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
1331 LAMAR STREET, SUITE 1080
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 5.03 | Amendments to Articles of Incorporation of Bylaws; Change in Fiscal Year. |
The information set forth in Item 5.07 of this Current Report is incorporated by reference herein and so disclosed in this Item 5.03.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 3, 2010, Gastar Exploration Ltd. (the “Company”) held its 2010 Annual General and Special Meeting of Shareholders (the “Annual Meeting”). As of April 14, 2010, the record date for the Annual Meeting, 50,407,642 shares were issued and outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by the shareholders and the final voting results for each such matter are set forth below.
Proposal 1 – Fixing the Number of Directors at Six (6)
The Company’s shareholders voted to fix the number of members of the Board of Directors (“Board”) at six (6) members. The voting results were as follows:
| | | | |
Votes For | | Votes Against | | Withheld (1) |
| | |
| 42,979,949 | | 328,912 | | 865,697 |
| (1) | “Withheld” votes represent the number of absenteeism and broker non-votes. |
Proposal 2 – Election of Directors to the Board
The Company’s shareholders voted to elect the following persons as directors to serve for terms of one year until the next annual meeting and until their successors have been elected and qualified. The voting results were as follows:
| | | | |
Nominee | | Votes For | | Withheld (1) |
| | |
J. Russell Porter | | 24,848,399 | | 404,592 |
| | |
Randolph C. Coley | | 25,111,527 | | 141,464 |
| | |
Robert D. Penner | | 22,902,773 | | 2,350,218 |
| | |
Floyd R. Price | | 25,102,345 | | 150,646 |
| | |
John R. Rooney | | 24,959,839 | | 293,152 |
| | |
John M. Selser | | 25,065,344 | | 187,647 |
| (1) | “Withheld” votes represent the number of absenteeism and broker non-votes. |
Proposal 3 – Ratification of Amended Bylaws
The Company’s shareholders voted to approve a proposal to ratify, by ordinary resolution, an amendment to the bylaws to require (i) that the positions of chief executive officer and chairman of the Board be held by different individuals and (ii) to prohibit any one person from holding both positions concurrently. The foregoing description of the amended bylaws is qualified in its entirety by reference to the full text of such amended bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report and is incorporated herein by reference.
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The voting results were as follows:
| | | | |
Votes For | | Votes Against | | Withheld (1) |
| | |
| 43,178,348 | | 893,576 | | 102,629 |
| (1) | “Withheld” votes represent the number of absenteeism and broker non-votes. |
Proposal 4 – Ratification of the Appointment of Independent Registered Public Accounting Firm
The Company’s shareholders voted to approve a proposal to ratify the appointment of BDO Seidman, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2010. The voting results were as follows:
| | | | |
Votes For | | Votes Against | | Withheld (1) |
| | |
| 43,884,486 | | 220,097 | | 69,979 |
| (1) | “Withheld” votes represent the number of absenteeism and broker non-votes. |
For additional information on these proposals, please see the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 26, 2010.
SECTION 7 – FINANCIAL STATEMENTS AND EXHIBITS
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
The following is a list of exhibits filed or furnished as part of this Current Report.
| | |
Exhibit No. | | Description of Document |
| 3.1 | | Amended Bylaws of Gastar Exploration Ltd., dated as of June 3, 2010. |
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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.
| | | | |
| | GASTAR EXPLORATION LTD. |
| | |
| Date: June 4, 2010 | | By: | | /s/ J. RUSSELL PORTER |
| | | | J. Russell Porter |
| | | | President and Chief Executive Officer |
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EXHIBIT INDEX
| | |
Exhibit
No. | | Description of Document |
| 3.1 | | Amended Bylaws of Gastar Exploration Ltd., dated as of June 3, 2010. |
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