UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) June 4, 2014
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Matador Resources Company
(Exact name of registrant as specified in its charter)
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| Texas | 001-35410 | 27-4662601 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
| 5400 LBJ Freeway, Suite 1500, Dallas, Texas | 75240 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (972) 371-5200
Not Applicable
(Former name or former address, if changed since last report)
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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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Matador Resources Company (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) on June 4, 2014. On the April 9, 2014 record date, there were 65,805,555 shares of the Company’s common stock outstanding with each such share being entitled to one vote per share of common stock.
A total of 56,514,119 shares of the Company’s common stock were represented in person or by proxy at the Annual Meeting. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, as applicable, with respect to each matter is set forth below.
Proposal 1: Election of Directors
The shareholders elected Joseph Wm. Foran, David M. Laney and Reynald A. Baribault as Class III directors of the Company for a three-year term expiring at the Annual Meeting of Shareholders in 2017, and until the election and qualification of such directors’ respective successors or the earlier death, retirement, resignation or removal of such director.
| Nominee | Votes Cast For | Votes Withheld | Broker Non-Votes | |||
| Joseph Wm. Foran | 46,785,686 | 354,365 | 9,374,068 | |||
| David M. Laney | 46,949,098 | 190,953 | 9,374,068 | |||
| Reynald A. Baribault | 47,092,699 | 47,352 | 9,374,068 | |||
Proposal 2: Advisory Vote on Executive Compensation
The shareholders approved the non-binding advisory resolution approving the compensation of the Company’s named executive officers.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 46,482,716 | 571,558 | 85,777 | 9,374,068 | |||
Proposal 3: Proposal to Ratify the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the Year Ending December 31, 2014
The shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2014.
| Votes For | Votes Against | Votes Abstained | ||
| 56,466,369 | 28,536 | 19,214 | ||
| Item 7.01 | Regulation FD Disclosure. |
Attached hereto as Exhibit 99.1 is a press release (the “Press Release”) issued by the Company on June 5, 2014, announcing the preliminary results of the Annual Meeting and providing an operational update. The Press Release is incorporated by reference into this Item 7.01, and the foregoing description of the Press Release is qualified in its entirety by reference to this exhibit.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description of Exhibit | ||
| 99.1 | Press Release, dated June 5, 2014. | ||
SIGNATURE
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.
| MATADOR RESOURCES COMPANY | ||||||
| Date: June 5, 2014 | By: | /s/ Craig N. Adams | ||||
| Name: | Craig N. Adams | |||||
| Title: | Executive Vice President | |||||
Exhibit Index
| Exhibit No. | Description of Exhibit | ||
| 99.1 | Press Release, dated June 5, 2014. | ||