Business Context and Reporting Period
This Form 8-K filing by Matador Resources Co. reports on the results of the Annual Meeting of Shareholders held on June 7, 2012. The report details the voting outcomes for five specific proposals submitted to security holders.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This document focuses exclusively on corporate governance and shareholder voting results rather than financial performance metrics.
Material Changes and Voting Results
On the record date of April 26, 2012, there were 55,507,543 shares of common stock outstanding. A total of 40,926,753 shares were represented at the meeting. The material outcomes were:
- Proposal 1 (Election of Directors): Shareholders elected two Class I directors, Margaret B. Shannon and Michael C. Ryan, for three-year terms. Both received 37,443,414 votes for, with 353,112 votes withheld and 3,130,227 broker non-votes.
- Proposal 2 (Executive Compensation): The advisory vote on executive compensation was approved with 35,922,888 votes for, 1,809,028 votes withheld, and 64,610 abstentions.
- Proposal 3 (Frequency of Compensation Votes): Shareholders voted in favor of holding future advisory votes on executive compensation annually ("1 Year"), receiving 36,305,186 votes. The company will proceed with annual votes as recommended.
- Proposal 4 (2012 Long-Term Incentive Plan): The adoption of the 2012 Long-Term Incentive Plan was approved with 36,597,637 votes for, 276,214 votes withheld, and 922,675 abstentions.
- Proposal 5 (Auditor Ratification): The appointment of Grant Thornton LLP as the independent registered public accounting firm for the year ending December 31, 2012, was ratified with 40,866,343 votes for, 52,150 votes withheld, and 8,260 abstentions.
Guidance, Outlook, and Risks
The filing does not contain management commentary on financial guidance, outlook, risks, contingencies, or unusual items. The only forward-looking statement indicates the company's intent to hold annual advisory votes on executive compensation based on the shareholder vote.
Important Facts for Investors to Verify
- Confirmation that the newly elected directors (Shannon and Ryan) have qualified for their three-year terms expiring in 2015.
- Verification of the specific terms and share limits within the newly approved 2012 Long-Term Incentive Plan.
- Confirmation that Grant Thornton LLP has formally accepted the appointment as the independent auditor for the 2012 fiscal year.
- Review of the company's subsequent 10-K or 10-Q filings for the actual financial performance metrics absent from this 8-K.