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 21, 2019
____________________

ROSEHILL RESOURCES INC.
(Exact name of registrant as specified in its charter)
____________________
Delaware
001-37712
47-5500436
(State or other jurisdiction of incorporation)
(Commission File
Number)
(IRS Employer
Identification No.)

16200 Park Row, Suite 300
Houston, Texas, 77084
(Address of principal executive offices, including zip code)

(281) 675-3400
(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:

☐ 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))

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).

þ 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 Securities Exchange Act of 1934. ☐

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock
ROSE
The NASDAQ Capital Market
Class A Common Stock Public Warrants
ROSEW
The NASDAQ Capital Market
Class A Common Stock Public Units
ROSEU
The NASDAQ Capital Market







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

The annual meeting of the stockholders of Rosehill Resources Inc. (the “Company”) was held on May 21, 2019 (the “Annual Meeting”). The proposals voted upon at the Annual Meeting and the final voting results are indicated below. For additional information on these proposals, please see the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 30, 2019.

Proposal 1—Election of Directors

Harry Quarls and Francis Contino were elected to continue to serve as the Company’s Class II directors, each to serve for a three-year term and until his successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal. Votes regarding the persons elected were as follows:

Nominee
 
For
 
Withhold
 
Broker Non-Votes
Harry Quarls
 
33,056,508
 
1,367,550
 
Francis Contino
 
33,573,316
 
850,742
 

Proposal 2—Ratification of the Appointment of BDO USA, LLP

The appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for 2019 was ratified. The voting results were as follows:

For
 
Against
 
Abstain
 
Broker Non-Votes
34,416,720
 
6,338
 
1,000
 





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.

 
 
ROSEHILL RESOURCES INC.
 
 
 
 
Date: May 23, 2019
 
By:
/s/ R. Craig Owen
 
 
Name:
R. Craig Owen
 
 
Title:
Chief Financial Officer