UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) of ~~the~~theSecurities ~~Securities~~ Exchange Act of 1934

Date of Report (Date of earliest event reported): January ~~28,~~ ~~2019 (January 25~~31, 2019)

WildHorse Resource Development Corporation



WildHorse Resource Development Corporation
(Exact name of Registrant as specified in its Charter)
Delaware		001-37964	81-3470246
(State or other jurisdiction of incorporation)		(Commission File No.)	(IRS Employer Identification No.)
6100 North Western Avenue, Oklahoma City, Oklahoma			73118
(Address of principal executive offices)			(Zip Code)
	(405) 848-8000
	(Registrant’s telephone number, including area code)

(Exact name of registrant as specified in its charter)



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. below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Delaware	001-37964		81-3470246
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).
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)
		Emerging growth company	o
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.			o

~~920~~Introductory ~~Memorial~~Note ~~City Way, Suite 700 Houston, TX 77024~~

On February 1, 2019, Coleburn Inc., a Delaware corporation (~~Address~~“Merger Sub”) and a wholly owned subsidiary of ~~principal~~Chesapeake ~~executive~~Energy ~~offices~~Corporation (“Chesapeake”), completed its previously announced merger with WildHorse Resource Development Corporation, a Delaware corporation (~~Zip~~“WildHorse”), ~~Code~~pursuant to the Agreement and Plan of Merger, dated as of October 29, 2018, as amended (the “Merger Agreement”), among Chesapeake, Merger Sub and WildHorse. Pursuant to the Merger Agreement, Merger Sub merged with and into WildHorse (the “First Merger”), with WildHorse continuing as the surviving corporation. Immediately following the effective time of the First Merger, WildHorse merged with and into Brazos Valley Longhorn, L.L.C., a wholly owned limited liability company subsidiary of Chesapeake (“BVL”) (the “Second Merger” and, together with the First Merger, the “Merger”), with BVL continuing as a wholly owned subsidiary of Chesapeake (the “Surviving Company”). The events described in this Current Report on Form 8-K took place in connection with the completion of the Merger.

~~Registrant’s~~Item ~~telephone~~5.07 ~~number,~~Submission ~~including~~of ~~area~~Matters ~~code:~~to ~~(713)~~a ~~568-4910~~Vote of Security Holders.

~~Check~~On ~~the~~January ~~appropriate~~31, ~~box~~2019, ~~below~~at ifa Special Meeting of Stockholders (the ~~Form 8-K~~“Special ~~filing~~Meeting”) isof ~~intended~~WildHorse, toWildHorse ~~simultaneously~~stockholders ~~satisfy~~voted ~~the~~on ~~filing~~three ~~obligation~~proposals ofthat ~~the~~are ~~registrant~~described ~~under~~in ~~any~~detail ofin WildHorse’s definitive proxy statement (as filed with the ~~following~~Securities ~~provisions:~~and Exchange Commission on December 26, 2018). The final voting results are disclosed below.

o1. ~~Written~~Merger ~~communications~~Proposal. ~~pursuant~~The tonumber ~~Rule 425~~of ~~under~~shares voted for or against, as well as abstentions and broker non-votes, if applicable, with respect to the ~~Securities~~Merger ~~Act~~Proposal ~~(17~~presented ~~CFR~~at ~~230.425)~~the Special Meeting was:

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



Votes For	Votes Against	Abstentions
121,872,419	1,429,688	239,417

o2. ~~Pre~~Non-~~commencement~~Binding, ~~communications~~Advisory ~~pursuant~~Compensation toProposal. ~~Rule 14d~~The number of shares voted for or against, as well as abstentions and broker non-~~2(b) under~~votes, ~~the~~if ~~Exchange~~applicable, ~~Act~~with ~~(17~~respect ~~CFR~~to ~~240.14d~~the Non-~~2(b))~~Binding, Advisory Compensation Proposal presented at the Special Meeting was:

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Votes For	Votes Against	Abstentions
118,564,444	4,659,420	317,660

~~Indicate~~3. byAdjournment ~~check~~Proposal. ~~mark~~The ~~whether~~number ~~the~~of ~~registrant~~shares isvoted anfor ~~emerging~~or ~~growth~~against, ~~company~~ as ~~defined~~well inas ~~Rule 405~~abstentions ofand ~~the~~broker ~~Securities~~non-votes, ~~Act~~if ofapplicable, ~~1933~~with ~~(§230.405~~respect ofto ~~this~~the ~~chapter)~~Adjournment orProposal ~~Rule 12b-2~~presented ofat the ~~Securities~~Special ~~Exchange~~Meeting ~~Act of 1934 (§240.12b-2 of this chapter).~~was:

Emerging growth company o



Votes For	Votes Against	Abstentions
119,078,405	4,206,679	256,440

IfItem an7.01 ~~emerging~~Regulation ~~growth~~FD 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 ActDisclosure. o

~~Item~~On ~~5.02.~~February ~~Departure~~1, of2019, ~~Directors~~Chesapeake orissued ~~Certain~~a ~~Officers;~~press ~~Election~~release ofannouncing ~~Directors;~~the ~~Appointment~~completion of ~~Certain~~the ~~Officers;~~Merger. ~~Compensatory~~A ~~Arrangements~~copy of ~~Certain~~the ~~Officers~~press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

OnItem January 25, 2019, WildHorse Resource Development Corporation (the “Company”) entered into a Confidentiality, Non-Competition, Non-Solicitation Agreement (the “Non-Competition Agreement”) with each of Jay Graham and Anthony Bahr (the “Executives”)9.01 ~~Under~~Financial ~~the~~Statements ~~Non-Competition Agreement, the Executives are bound by a perpetual confidentiality covenant~~ and ~~may not, at any time, disclose any confidential or proprietary information belonging to the Company or any of its subsidiaries (the “Company Group”)~~Exhibits. Further, the Non-Competition Agreement provides that, subject to certain exceptions enumerated therein, for a period of 12 months following the date on which the Executives are no longer employed by the Company Group, the Executives will be prohibited from (i) directly or indirectly engaging in business and operations that are the same or similar to the business and operations in which any member of the Company Group engages, including the acquisition, exploitation, development and production of oil, natural gas and natural gas liquids resources, in the Market Area (as defined in the Non-Competition Agreement), but not including the operation of assets that are owned by an unaffiliated third party, even if such assets are in the Market Area, (ii) appropriating any business opportunity of, or relating to, any member of the Company Group, in the Market Area, or (iii) soliciting, canvassing, approaching, encouraging, enticing or inducing any Protected Customer or Supplier (each as defined in the Non-Competition Agreement) to: (A) cease or lessen its business with any member of the Company Group; or (B) refuse or decline to enter into business with, supply products or services to or purchase products or services from, any member of the Company Group. Pursuant to the terms of the Non-Competition Agreement, the Executives have agreed that should the Executives violate the terms of the Non-Competition Agreement, the Executives will immediately forfeit any rights to payments or benefits pursuant to the Company’s Executive Change in Control and Severance Benefit Plan (the “Severance Plan”) and will be required to return any and all payments or monetary benefits received pursuant to the Severance Plan prior to such violation.

~~The~~(d) ~~Non-Competition Agreement for Mr~~Exhibits. ~~Graham and Mr. Bahr is filed as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K, and is incorporated herein by reference.~~

Item 9.01. Financial Statements and Exhibits.



Exhibit No.			Document Description
99.1			Chesapeake Energy Corporation press release dated February 1, 2019.

~~(d) Exhibits~~SIGNATURE

10.1		Confidentiality, Non-Competition, Non-Solicitation Agreement by and between the Company and Jay Graham.
10.2		Confidentiality, Non-Competition, Non-Solicitation Agreement by and between the Company and Anthony Bahr.

Pursuant to the requirements of the Securities Exchange Act of 1934, Brazos Valley Longhorn, L.L.C., as successor by merger to the registrant, has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

1BRAZOS VALLEY LONGHORN, L.L.C. (successor in interest to WildHorse Resource Development Corporation) By: /s/ James R. Webb James R. Webb Executive Vice President - General Counsel and Corporate Secretary

~~SIGNATURES~~Date: February 1, 2019

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.

	WILDHORSE RESOURCE DEVELOPMENT CORPORATION
	By:	/s/ Kyle N. Roane
	Name:	Kyle N. Roane
	Title:	Executive Vice President, Business Development and General Counsel
Dated: January 28, 2019

Filing Compare · Brazos Valley Longhorn, L.L.C.