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BPZ RESOURCES, INC. FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits

June 23, 2014



Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 20, 2014, BPZ Resources, Inc. ("the Company") held its 2014 Annual Meeting of Shareholders. The following table presents the final voting results for the items that were presented for shareholder approval:

Director Votes For Votes Withheld Stephen C. Beasley 59,436,093 1,145,422 Jerelyn Eagan 59,456,972 1,124,543 Richard Spies 58,677,208 1,904,307 Votes Broker Proposal No. 2 Votes For Against Abstentions Non-votes Approve, by non-binding vote, the compensation of our named executive officers 54,658,959 5,739,278 183,278 38,271,106 Proposal No. 3 One Year Two Years Three Years Abstentions Recommend, by non-binding vote, the frequency of the advisory vote on compensation of named executive officers 52,363,470 265,261 7,655,670 297,114 Votes Broker Proposal No. 4 Votes For Against Abstentions Non-votes Amendment of the 2007 Long-Term Incentive Compensation Plan 57,094,691 3,387,044 99,780 38,271,106 Votes Broker Proposal No. 5 Votes For Against Abstentions Non-votes Amendment of the 2007 Directors' Compensation Incentive Plan 54,510,412 5,969,577 101,526 38,271,106 Votes Broker Proposal No. 6 Votes For Against Abstentions Non-votes Ratify the appointment of BDO USA, LLP as the Company's independent public accountants 98,452,760 356,464 43,397 -



In summary, the results of the votes were:

(i) Mr. Beasley and Ms. Eagan were elected to serve for a term of 3 years and

Mr. Spies was elected to serve for a term of 1 year;



(ii) The shareholders approved, by a non-binding vote, the compensation of our

named executive officers; (iii) The shareholders recommended, by a non-binding vote, one year as their preferred frequency of future advisory votes on compensation for named executive officers;

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(iv) The shareholders approved the amendment to the 2007 Long-Term Incentive

Compensation Plan to increase the number of shares currently reserved for

issuance under the plan from 8.0 million to 12.0 million;



(v) The shareholders approved the amendment to the 2007 Directors' Compensation

Incentive Plan to increase the number of shares currently reserved for issuance under the plan from 2.5 million to 4.0 million; and



(vi) The appointment of BDO USA, LLP as the independent auditors for 2014 was

ratified.



For additional information on these proposals, please see the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 30, 2014.

Item 7.01. Regulation FD Disclosure.

On June 20, 2014, Manolo ZÚÑiga, President and Chief Executive Officer, and Richard Menniti, Chief Financial Officer, of the Company, made a presentation at the 2014 Annual Meeting of Shareholders in Houston. A copy of the presentation materials is attached as Exhibit 99.1 to this Form 8-K. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description Exhibit 99.1 BPZ Resources, Inc. Presentation at its 2014 Annual Meeting of Shareholders in Houston, dated June 20, 2014, and furnished with this report.



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Source: Edgar Glimpses


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