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. )
Filed by the RegistrantQ
Filed by a Party other than the Registrant£
Check the appropriate box:
£ Preliminary Proxy Statement
£ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
£ Definitive Proxy Statement
Q Definitive Additional Materials
£ Soliciting Material Pursuant to §240.14a-12
Vanguard Natural Resources, LLC
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
Q No fee required.
£ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
£ Fee paid previously with preliminary materials.
| £ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| (1) | Amount Previously Paid: |
| (2) | Form, Schedule or Registration Statement No.: |
VANGUARD NATURAL RESOURCES, LLC
5847 San Felipe, Suite 3000
Houston, Texas 77057
SUPPLEMENT TO THE PROXY STATEMENT
dated April 5, 2012
This supplement to the proxy statement dated April 5, 2012 relates to the proxy being solicited by the Board of Directors of Vanguard Natural Resources, LLC (“Vanguard”) for the 2012 Annual Meeting of Unitholders (the “Annual Meeting”) to be held on Friday, May 18, 2012, at 10:30 a.m. (local time), at Royal Oaks Country Club, 2910 Royal Oaks Country Club Drive, Houston, Texas 77082, and at any adjournments or postponements of the Annual Meeting.
This supplement to the proxy statement provides information about Morrow & Co., LLC, which will be assisting Vanguard’s directors, officers and employees in the solicitation of proxies for the Annual Meeting. This supplement to the proxy statement amends and restates a portion of the “Questions & Answers on Voting Procedures” section of the proxy statement under the subsection “Who is soliciting my proxy, how is it being solicited, and who pays the cost?”
May 15, 2012
Who is soliciting my proxy, how is it being solicited, and who pays the cost?
We will pay the expenses of soliciting proxies for the Annual Meeting, including the cost of preparing, assembling and mailing the proxy solicitation materials. Computershare Investor Services, LLC (“Computershare”), as part of its duties as our registrar and transfer agent, mails our proxy solicitation materials to certain of our unitholders. Fees for this service are included in the annual fee we pay to Computershare for its services as registrar and transfer agent, provided, however, we are obligated to pay Computershare out-of-pocket expenses of approximately $1,000.In addition, we have engaged Morrow & Co., LLC to assist in the solicitation of proxies for the Annual Meeting for a base fee of $7,500 plus fees for additional solicitation services, as needed. We have also agreed to reimburse Morrow & Co., LLC for reasonable out-of-pocket expenses incurred in connection with the proxy solicitation. Our directors, officers and employees may also solicit proxies in person or by other means of communication. These directors, officers and employees will not be additionally compensated but may be reimbursed for reasonable out-of-pocket expenses in connection with such solicitation. We are required to request that brokers, banks and other nominees that hold our common units in their names furnish our proxy materials to the beneficial owners of the units, and we must reimburse these brokers, banks and other nominees for the expenses of doing so, in accordance with statutory fee schedules.
The matters to be considered and acted upon at the Annual Meeting are referred to in the preceding notice and are discussed below more fully.
