Form DEFA14A Approach Resources Inc

Title of each class of securities to which transaction applies:

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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

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Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on June 2, 2016.

Meeting Type: Annual Meeting

APPROACH RESOURCES INC.

6500 WEST FREEWAY, SUITE 800

ONE RIDGMAR CENTRE

FORT WORTH, TEXAS 76116

Location:  6500 West Frwy, Suite 800

                  Fort Worth, Texas 76116

You are receiving this communication because you hold shares in the company named above.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com, scan the QR Barcode on the reverse side, or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

Before You Vote

    How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:

NOTICE AND PROXY STATEMENT             2015 ANNUAL REPORT TO STOCKHOLDERS

How to View Online:

Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com, or scan the QR Barcode below.

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

1) BY INTERNET:          www.proxyvote.com

2) BY TELEPHONE:     1-800-579-1639

3) BY E-MAIL*:             [email protected]

*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 19, 2016 to facilitate timely delivery.

How To Vote                                         

    Please Choose One of the Following Voting Methods

Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

Vote By Internet: Go to www.proxyvote.com or from a smart phone, scan the QR Barcode above. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions.

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

Voting items

The Board of Directors recommends you vote

FOR the following:

1.

Election of Directors

Nominees:

01)     J. Ross Craft, P.E.              

The Board of Directors recommends you vote FOR proposals 2, 3, 4 and 5.

2.

To approve, on an advisory basis, executive compensation.

3.

To approve the Fifth Amendment to our 2007 Stock Incentive Plan to increase the maximum number of available shares by 2,500,000 shares.

4.

To approve the material terms of the 2007 Stock Incentive Plan, as amended by the Fifth Amendment, for purposes of complying with Section 162(m) of the Internal Revenue Code.

5.

To ratify the appointment of Hein & Associates LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016.

NOTE: To obtain directions to attend the meeting and vote in person, contact Investor Relations at (817) 989-9000.