UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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o Preliminary Proxy Statement
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o Definitive Proxy Statement
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o Soliciting Material under §240.14a-12
EAGLE ROCK ENERGY PARTNERS, L.P.
(Name of Registrant as Specified In Its Charter)
________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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May 22, 2012
Dear Fellow Limited Partner,
The annual meeting of Eagle Rock Energy Partners, L.P. (the “Partnership”) scheduled for May 22, 2012 was adjourned for lack of requisite quorum to June 8, 2012, at 9:00 a.m., local time, at 1415 Louisiana Street, The Wedge Tower, Suite 2700, Houston, Texas 77002.
The current voting results reflect that the Partnership's unitholders have been voting with management's recommendations at a rate of over 97% for all three proposals.
The meeting was adjourned with respect to all three proposals on account of lack of requisite quorum to act on the proposal regarding election of Elected Directors, notwithstanding achievement of quorum with respect to the other two proposals. Quorum is more difficult to achieve for the election of Elected Directors because in connection with the previous modification of control, as has been disclosed, Natural Gas Partners and certain of its affiliates are not permitted to vote on such proposal and are not counted as present or outstanding for purposes of calculating quorum for such proposal.
The Partnership is continuing to solicit proxies with respect to all three proposals of the Partnership (i.e., the election of Elected Directors, the approval of named executive officer compensation, and the ratification of KPMG LLP as the independent registered public accounting firm of the Partnership).
Our records show your common units have not yet been voted; we urge you to vote today.
The unitholders of record on March 26, 2012, the record date for the annual meeting, will continue to be the unitholders entitled to vote at the adjourned meeting.
Please vote today!
Your vote is extremely important to us. The fastest way to vote is by telephone or internet. Instructions on how to vote your units are enclosed.
We have retained Morrow & Co., LLC to assist us in soliciting your vote. If you have any questions or need assistance voting, please contact Morrow & Co., LLC, our proxy solicitor, at 1-888-836-9724.
Thank you for taking the time to vote your common units. We appreciate your continued investment in the Partnership.
Sincerely,
Joseph A. Mills
Chairman and Chief Executive Officer
P. O. Box 2968
Houston, TX 77252-2968
281-408-1200 Office WWW.EAGLEROCKENERGY.COM