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 20, 2012 BARON ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 333-146627 26-0582528 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 300 S. C.M. Allen Parkway, Suite 400, San Marcos, TX 78666 (Address of principal executive offices) (Zip Code) (512) 392-5775 Registrant's telephone number, including area code 392 West Mill Street, New Braunfels, Texas 78130 (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions. [ ] 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)) ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On June 1, 2012, the Board of Directors of Baron Energy, Inc (the "Company") approved an increase in the number of authorized shares of the Company's common stock, par value of $0.001, from 75,000,000 to 150,000,000 ("Authorized Share Increase"). As of June 1, 2012, 71,073,983 shares of the Company's common stock were issued and outstanding and entitled vote on the Authorized Share Increase. As of June 20, 2012, the Company received written consents approving the Authorized Share Increase from stockholders holding 56,901,009 shares (51.08% of shares entitled to vote) of the Company's outstanding common stock. On June 25, 2012 the Company filed a Certificate of Amendment to Articles of Incorporation amending Article 4 of the Company's Articles of Incorporation and increasing the number of the Company's authorized shares of common stock, par value of $0.001, from 75,000,000 to 150,000,000. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BARON ENERGY, INC. Date: June 26, 2012 By: /s/ Ronnie L. Steinocher ----------------------------------------- Name: Ronnie L. Steinocher Title: President and Chief Executive Officer 3