Matador Resources (MTDR) 8-K Departure of Directors or Certain Officers

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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) March 31, 2022

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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	75240
Dallas,	Texas
(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:

☐ 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))

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

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	MTDR	New York Stock Exchange

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.  ☐

Item 5.02 Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

As announced on January 10, 2022, Matthew V. Hairford retired as President of Matador Resources Company (the “Company”) and David E. Lancaster retired as Executive Vice President and Chief Financial Officer of the Company, in each case effective on March 31, 2022. Messrs. Hairford and Lancaster have both transitioned to roles as Special Advisors to the Company’s Board of Directors and Executive Committee.

In connection with their transition to Special Advisor roles, Messrs. Hairford and Lancaster have each entered into an Advisor Agreement (the “Advisor Agreements”) with a subsidiary of the Company, which agreements were effective simultaneously with Messrs. Hairford’s and Lancaster’s retirements on March 31, 2022 and have terms expiring on December 31, 2023, subject to month-to-month extensions thereafter. Messrs. Hairford and Lancaster will each report to the Chief Executive Officer and Board of Directors of the Company and provide certain services as outlined in their respective Advisor Agreement. Each of the Advisor Agreements provides for an annual fee of $250,000 and confirm the continued vesting of each of Messrs. Hairford’s and Lancaster’s outstanding equity awards during the consulting term. The Advisor Agreements also include confidentiality covenants and a two-year post-termination non-competition and non-solicitation covenant. A copy of each of Messrs. Hairford’s and Lancaster’s Advisor Agreement is attached hereto as Exhibit 10.1 and 10.2, respectively, and is incorporated herein by reference.

Also as previously announced, the Company’s Board of Directors appointed the following executive officers, effective March 31, 2022, to succeed Mr. Hairford as President of the Company: (i) Billy E. Goodwin, age 64, who was the Company’s Executive Vice President and Chief Operating Officer—Drilling, Completions & Production, to President – Operations and (ii) Van H. Singleton, II, age 44, who was the Company’s Executive Vice President of Land, to President – Land, A&D and Planning. In addition, the Company’s Board of Directors appointed Michael D. Frenzel, age 40, the Company’s Senior Vice President and Treasurer, to succeed Mr. Lancaster as Principal Financial Officer, effective March 31, 2022. The biographical information regarding Messrs. Goodwin, Singleton and Frenzel, disclosed in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 22, 2021 (the “Proxy Statement”), under the heading “Executive Officers and Other Senior Officers of the Company” is incorporated herein by reference. In addition, the information related to Mr. Goodwin disclosed in the Proxy Statement under the heading “Transactions With Related Persons” is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description of Exhibit
10.1	Advisor Agreement between MRC Energy Company and Matthew Hairford, effective March 31, 2022.
10.2	Advisor Agreement between MRC Energy Company and David Lancaster, effective March 31, 2022.
104	Cover Page Interactive Data File, formatted in Inline XBRL (included as Exhibit 101).

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: April 4, 2022	By:	/s/ Craig N. Adams
	Name:	Craig N. Adams
	Title:	Executive Vice President