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MGY Magnolia Oil & Gas

Filed: 4 May 21, 5:15pm

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 4, 2021

Magnolia Oil & Gas Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-38083

81-5365682

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification Number)

Nine Greenway Plaza, Suite 1300

Houston, Texas 77046

(Address of principal executive offices, including zip code)

(713) 842-9050

Registrant’s telephone number, including area code

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).

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 Exchange Act.

Securities registered pursuant to section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 Per Share

MGY

New York Stock Exchange

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.

(a)The Company’s Annual Meeting was held on May 4, 2021.

(b)The following actions were taken at the Annual Meeting, for which proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, and the final number of votes cast for, votes cast against, abstentions and broker non-votes for each proposal is set forth below:

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:

For

Against

Abstentions

Broker Non-Votes

224,307,391

322,969

480,958

5,410,224

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,
             General Counsel and Corporate Secretary

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