Business Context and Reporting Period
This Form 8-K Current Report was filed by Matador Resources Company on January 24, 2024. The filing primarily addresses corporate governance changes, specifically the appointment of a new director to the Board of Directors.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on personnel appointments and related compensation arrangements.
Material Changes
The material change reported is the appointment of Susan M. Ward as a director by the Board of Directors on January 24, 2024. Key details regarding this appointment include:
- Background: Ms. Ward is a former 12-year Senior Executive of Shell Oil Company with over 20 years of service, including roles in M&A, Commercial Finance, and as CFO of Shell Midstream Partners.
- Committee Assignments: She has been appointed to the Audit Committee, Environmental, Social and Corporate Governance Committee, Marketing and Midstream Committee, and Prospect Committee.
- Independence: The Board determined Ms. Ward is independent and qualifies as an audit committee financial expert.
- Term: She will serve until the 2024 Annual Meeting of Shareholders or earlier death, retirement, resignation, or removal.
Guidance, Outlook, and Compensation
The filing provides no operational guidance, outlook, or management commentary regarding future business performance. Regarding compensation for the new director:
- Initial Award: Ms. Ward will receive an initial award of restricted stock units with a grant date value of approximately $70,000.
- Vesting: The award vests immediately prior to the election of nominees for director at the 2024 Annual Meeting of Shareholders.
- Program: Compensation follows the non-employee director compensation program described in the Company's 2023 Proxy Statement.
Investor Verification Checklist
- Verify the full text of the press release (Exhibit 99.1) for additional context on the appointment.
- Review the Company's 2023 Proxy Statement to understand the full non-employee director compensation program.
- Confirm the composition of the Audit Committee to ensure compliance with independence requirements following this appointment.
- Note that this filing contains no financial data; refer to the most recent 10-K or 10-Q for financial metrics.