UNITED STATES | ||
Washington, D.C. 20549 | ||
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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
On September 21, 2022, Magnolia Oil & Gas Company (the “Company”) announced that Stephen Chazen, who had served as the Company’s Chairman, President and Chief Executive Officer since 2018, was no longer able to serve in his positions due to serious health reasons, and appointed Christopher Stavros as President and Chief Executive Officer and as a director. On such date, Dan Smith, who previously served as the Company’s Lead Independent Director, was appointed to serve as Chairman of the Board of Directors (the “Board”). On September 23, 2022, the Company announced that Mr. Chazen passed away and the resulting Board vacancy was removed.
Mr. Stavros has been employed by the Company since 2018, most recently as Executive Vice President and Chief Financial Officer. Mr. Stavros will continue to serve as the Chief Financial Officer of the Company until a permanent successor is appointed. Prior to joining the Company, Mr. Stavros served as Senior Vice President and Chief Financial Officer of Occidental Petroleum Corporation. Mr. Stavros holds a BSBA degree from Boston University and an MBA from the University of Rochester. Additional information regarding Mr. Stavros’ business experience is included in the Company’s SEC filings and on its website.
There are no transactions between the Company and Mr. Stavros that would require disclosure under Item 404(a) of Regulation S-K. There are no understandings or arrangements between Mr. Stavros and any other person pursuant to which he was selected to serve as a director of the Board. Mr. Stavros will not receive any compensation for his service as a director.
Item 7.01 Regulation FD Disclosure
On September 21, 2022, the Company issued a press release announcing the changes at the officer and director levels. A copy of the press release is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On September 23, 2022, the Company issued a press release announcing Mr. Chazen’s passing. A copy of the press release is filed herewith as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
The information furnished in this Item 7.01 (including the exhibits) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall such information be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
| Description |
99.1 | ||
99.2 |
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104 | Cover Page Interactive Data File (formatted as inline XBRL) |
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 | |
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| By: | /s/ Timothy D. Yang |
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| Name: Timothy D. Yang |
Dated: September 23, 2022