Magnolia Oil & Gas Corp - 8-K Summary
Business Context and Reporting Period
This Form 8-K reports on the results of the 2024 Annual Meeting of Shareholders held by Magnolia Oil & Gas Corporation on May 7, 2024. The filing details the voting outcomes for director elections, executive compensation, and the ratification of the independent auditor.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity metrics. This report focuses exclusively on corporate governance voting results.
Material Changes and Voting Results
The following actions were taken at the Annual Meeting:
- Director Elections: All eight (8) nominees were elected to one-year terms. Notable voting results included:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Christopher G. Stavros | 189,317,682 | 1,126,012 | 5,345,358 |
| Dan F. Smith | 188,366,799 | 2,076,895 | 5,345,358 |
| Arcilia C. Acosta | 168,640,231 | 21,803,463 | 5,345,358 |
| Edward P. Djerejian | 182,951,928 | 7,491,766 | 5,345,358 |
| David M. Khani | 189,983,081 | 460,613 | 5,345,358 |
| James R. Larson | 183,014,230 | 7,429,464 | 5,345,358 |
| Shandell M. Szabo | 190,011,184 | 432,510 | 5,345,358 |
| John B. Walker | 181,569,177 | 8,874,517 | 5,345,358 |
- Say-on-Pay Vote: Shareholders approved the advisory resolution regarding 2023 executive compensation with 186,992,516 votes for, 3,382,525 against, and 68,653 abstentions.
- Auditor Ratification: Shareholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for 2024 with 195,236,831 votes for and 507,397 against.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items.
Key Facts for Investor Verification
- Verify the total number of shares outstanding to calculate the percentage of votes withheld for each director, particularly for Arcilia C. Acosta who received the highest number of withheld votes (21,803,463).
- Confirm the specific terms of the one-year director mandates commencing May 7, 2024.
- Review the full proxy statement (DEF 14A) for detailed executive compensation data referenced in the approved say-on-pay vote.
- Confirm the scope of KPMG LLP's engagement for the 2024 fiscal year following ratification.