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):  May 11, 2011


NGP CAPITAL RESOURCES COMPANY
(Exact name of registrant as specified in its charter)

Maryland
814-00672
20-1371499
(State or other jurisdiction of
incorporation)
(Commission
File Number)
(IRS  Employer
Identification No.)
     
1221 McKinney Street, Suite 2975
Houston, Texas
 
77010
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code:  (713) 752-0062
 
Not Applicable
(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 obligation of the registrant under any of the following provisions (see General Instruction A.2.):

[ ] 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 May 11, 2011, NGP Capital Resources Company, a Maryland corporation (the “Company”), held its Annual Meeting of Stockholders (the “Annual Meeting”).  All matters voted upon at the Annual Meeting were approved with the required votes.  The matters that were voted upon at the Annual Meeting, and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, as to each such matter, where applicable, are set forth below:

Proposal 1: Election of Directors

The Company’s stockholders elected one Class I director to serve for a three-year term expiring in 2014.  The voting results were as follows:
 
   
Votes For
 
Votes Withheld
 
Broker Non-Votes
Edward W. Blessing
 
12,005,471
 
1,785,602
 
-
 
Proposal 2: Ratification of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011.  The voting results were as follows:
 
Votes For
 
Votes Withheld
 
Abstentions
 
Broker Non-Votes
19,845,778
 
113,058
 
73,976
 
-
 
Proposal 3: Annual Meeting Adjournment or Postponement

The Company’s stockholders approved the proposal to adjourn or postpone the Annual Meeting to another time or place to permit, among other things, further solicitation of proxies if necessary to obtain additional votes in favor of the election of one Class I director to serve until the 2014 annual meeting of stockholders or the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011.  The voting results were as follows:
 
Votes For
 
Votes Withheld
 
Abstentions
 
Broker Non-Votes
16,854,221
 
3,083,563
 
95,007
 
26

Because a sufficient number of holders of the shares of Common Stock of the Company voted to elect Mr. Edward W. Blessing to serve as a director of the Company and because a sufficient number of holders of the shares of Common Stock of the Company voted to ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for fiscal year 2011, it was not necessary for the Company to act upon the proposal to adjourn or postpone the Annual Meeting.
 
[Signature page to follow]
 

 
 
 

 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


       
  NGP Capital Resources Company  
       
       
  By:
/s/ Stephen K. Gardner
 
   
Stephen K. Gardner
 
   
President & Chief Executive Officer
 
 
 



Date:  May 13, 2011