UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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of the Securities Exchange Act of 1934
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) As described under Item 5.07 below, Magnolia Oil & Gas Corporation (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”) on May 4, 2021. At the Annual Meeting, the Company’s stockholders approved the Second Amendment to the Magnolia Oil & Gas Corporation Long Term Incentive Plan, as amended from time to time (the “Plan”), which amendment was adopted by the Company’s Board of Directors on March 10, 2021, subject to stockholder approval at the Annual Meeting. The Second Amendment increases the maximum total number of shares of the Company’s Class A Common Stock, par value $0.0001 per share (“Common Stock”), that the Company may issue under the Plan by 5,000,000, from 11,800,000 to 16,800,000 shares, and is effective May 4, 2021.
The foregoing summary is qualified in its entirety by the complete terms and conditions of the Second Amendment and the Plan. A description of the material terms of the Plan, as amended by the Second Amendment, is provided in the Company’s proxy statement on Schedule 14A filed with the Securities and Exchange Commission (“SEC”) on March 19, 2021 (the “Proxy Statement”). The full text of the Second Amendment is included as Appendix A to the Proxy Statement, filed with the SEC on March 24, 2021, and is incorporated herein by reference.
Item 5.07Submission of Matters to a Vote of Security Holders.
1. Each of the seven (7) nominees for director was elected to serve a one (1) year term, commencing on the date of the Annual Meeting. The final voting results were as follows:
Nominees | For | Against | Abstentions | Broker Non-Votes |
Stephen I. Chazen | 220,892,122 | 4,086,688 | 132,508 | 5,410,224 |
Arcilia C. Acosta | 222,733,748 | 2,233,785 | 143,785 | 5,410,224 |
Angela M. Busch | 222,779,811 | 2,188,237 | 143,270 | 5,410,224 |
Edward P. Djerejian | 222,100,378 | 2,878,475 | 132,465 | 5,410,224 |
James R. Larson | 222,097,905 | 2,881,421 | 131,992 | 5,410,224 |
Dan F. Smith | 224,241,954 | 737,405 | 131,959 | 5,410,224 |
John B. Walker | 224,652,410 | 326,949 | 131,959 | 5,410,224 |
2. The stockholders approved an advisory, non-binding resolution regarding the compensation of the Company’s named executive officers for 2020 (the “say-on-pay” vote). The final voting results were as follows:
3. The stockholders approved the Second Amendment to the Plan to increase the number of shares of Common Stock available for issuance thereunder. The final voting results were as follows:
For | Against | Abstentions | Broker Non-Votes |
219,328,368 | 5,302,259 | 480,691 | 5,410,224 |
4. The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2021 fiscal year was ratified. The final voting results were as follows:
For | Against | Abstentions | Broker Non-Votes |
230,478,447 | 4,636 | 38,479 | n/a |
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.
MAGNOLIA OIL & GAS CORPORATION | |
Date: May 4, 2021 | By: /s/ Timothy D. Yang |
Name: Timothy D. Yang | |
Title: Executive Vice President, |
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