UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): June 7, 2019
Magnolia Oil & Gas Corporation
(Exact name of registrant as specified in its charter)
| | |
Delaware | 001-38083 | 81-5365682 |
(State or other jurisdiction
of incorporation) | (Commission
File Number) | (I.R.S. Employer
Identification Number) |
Nine Greenway Plaza, Suite 1300
Houston, Texas 77046
(Address of principal executive offices, including zip code)
(713) 842-9050
Registrant’s telephone number, including area code
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 |
Class A Common Stock, par value $0.0001 Per Share | MGY | New York Stock Exchange |
Warrants to purchase Class A Common Stock | MGY.WS | 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 5.07 Submission of Matters to a Vote of Security Holders.
(a) Magnolia Oil & Gas Corporation (the “Company”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”) on June 7, 2019.
(b) The following actions were taken at the Annual Meeting, for which proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, and the final number of votes cast for, votes cast against, abstentions and broker non-votes for each proposal is set forth below:
1. Each of the eight (8) nominees for director was elected to serve a one (1) year term, commencing on the date of the Annual Meeting. The final voting results were as follows:
| | | | | | | | | |
Nominees | | For | | Against | | Abstentions | | Broker Non-Votes | |
Stephen I. Chazen | | 234,300,243 | | 861,257 | | 437,985 | | 2,543,673 | |
Arcilia C. Acosta | | 233,862,237 | | 1,405,763 | | 331,485 | | 2,543,673 | |
Angela M. Busch | | 234,829,635 | | 438,365 | | 331,485 | | 2,543,673 | |
Edward P. Djerejian | | 234,075,374 | | 1,192,626 | | 331,485 | | 2,543,673 | |
James R. Larson | | 234,825,535 | | 442,465 | | 331,485 | | 2,543,673 | |
Michael G. MacDougall | | 234,046,308 | | 1,210,692 | | 342,485 | | 2,543,673 | |
Dan F. Smith | | 234,791,614 | | 476,386 | | 331,485 | | 2,543,673 | |
John B. Walker | | 234,143,063 | | 1,124,937 | | 331,485 | | 2,543,673 | |
2. The stockholders approved an advisory, non-binding resolution regarding the compensation of the Company’s named executive officers for 2018 (the “say-on-pay vote”). The final voting results were as follows:
| | | | | | | |
For | | Against | | Abstentions | | Broker Non-Votes | |
230,058,238 | | 5,446,614 | | 94,633 | | 2,543,673 | |
3. On the advisory, non-binding resolution regarding the frequency with which the Company will hold future say-on-pay votes, a majority of the votes cast by stockholders approved that such future say-on-pay votes should occur on an annual basis. The final voting results were as follows:
| | | | | | | | | |
Annual | | Two Years | | Three Years | | Abstentions | | Broker Non-Votes | |
235,419,299 | | 60,259 | | 32,024 | | 87,903 | | 2,543,673 | |
4. The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2019 fiscal year was ratified. The final voting results were as follows:
| | | | | | | |
For | | Against | | Abstentions | | Broker Non-Votes | |
237,803,673 | | 235,144 | | 86,341 | | n/a | |
SIGNATURES
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.
| | |
| MAGNOLIA OIL & GAS CORPORATION |
| | |
Date: June 7, 2019 | By: | /s/ Timothy D. Yang |
| Name: | Timothy D. Yang |
| Title: | Executive Vice President, General Counsel and Corporate Secretary |
