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 17, 2017

Eclipse Resources Corporation

(Exact name of registrant as specified in its charter)

(814) 308-9754

(Registrant’s telephone number, including area code)

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:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☒

On May 17, 2017, the stockholders of Eclipse Resources Corporation (the “Company”) approved the Eclipse Resources Corporation 2014 Long-Term Incentive Plan (the “LTIP”), as amended by the First Amendment (the “Amended LTIP”). The Amended LTIP increases the number of shares of the Company’s common stock available for issuance under the LTIP by 9,000,000 shares. The approval of the Amended LTIP also constitutes re-approval of certain material terms of the LTIP for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended.

A copy of the Amended LTIP is attached hereto as Exhibit 10.1 and incorporated herein by reference.

At the Company’s 2017 Annual Meeting of Stockholders (the “Annual Meeting”) held on May 17, 2017, Benjamin W. Hulburt, Richard D. Paterson and Mark E. Burroughs, Jr. were re-elected to the Company’s Board of Directors, the Company’s stockholders ratified the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017, the Company’s stockholders approved the Amended LTIP and no other business was properly brought before the Annual Meeting. The matters voted upon at the Annual Meeting are described in detail in the definitive proxy statement filed by the Company with the Securities and Exchange Commission on March 23, 2017. The voting results of the Annual Meeting are set forth below.

Item One – Election of Directors – The Company’s stockholders elected Benjamin W. Hulburt, Richard D. Paterson and Mark E. Burroughs, Jr. to each serve as a director of the Company for three-year terms expiring at the Company’s 2020 annual meeting of stockholders. The voting results for each of these individuals were as follows:

Item Two – Ratification of the Selection of Independent Registered Public Accounting Firm – The Company’s stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017. The voting results were 248,845,304 shares “FOR,” 489,318 shares “AGAINST,” and 2,694 abstentions.

Item Three – Approval of the Eclipse Resources Corporation 2014 Long-Term Incentive Plan, as amended by the First Amendment – The Company’s stockholders approved the Amended LTIP. The voting results were 218,195,148 shares “FOR,” 2,353,586 shares “AGAINST,” 291,948 abstentions, and 28,496,634 broker non-votes.

Item 9.01 Financial Statements and Exhibits.

SIGNATURES

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

Date: May 18, 2017

Index to Exhibits