Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 6, 2024, the board of directors (the “Board”) of Magnolia Oil & Gas Corporation (the “Company”) increased the size of the Board from seven to eight directors and appointed David Khani to fill the vacancy created by such increase, effective immediately (the “Appointment Date”). The Board has determined that Mr. Khani qualifies as “independent” under the Company’s Corporate Governance Guidelines and the independence standards of the New York Stock Exchange. Mr. Khani will serve as an independent director until the Company’s 2024 annual meeting of stockholders. He was also appointed to the Board’s Audit Committee.
In connection with his appointment, the Company has entered or will enter into an indemnity agreement with Mr. Khani substantially in the form of its standard indemnity agreement with other Board members, which is incorporated by reference to Exhibit 10.1 hereto and incorporated by reference into this Item 5.02. Mr. Khani will be paid cash compensation in the same manner as the Company’s other non-employee directors, prorated to reflect his partial year of service during the Board term that commenced May 3, 2023 (the “2023/2024 Board Term”). Upon his appointment to the Board, Mr. Khani will receive an initial equity award in the form of restricted stock units under the Company’s Long Term Incentive Plan, with the value of such award at the time of grant equal to approximately $165,000, prorated to reflect his partial year of service during the 2023/2024 Board Term. The initial equity award will vest in full on the earlier to occur of (i) the day preceding the next annual meeting of stockholders of the Company at which directors are elected, or (ii) the first anniversary of the Appointment Date, subject to the terms of the Company’s standard award agreement, which is incorporated by reference to Exhibit 10.2 hereto and incorporated by reference into this Item 5.02. Additional information concerning the current compensation of the Company’s non-employee directors is set forth in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on March 17, 2023.
There are no arrangements or understandings between Mr. Khani and any other person pursuant to which he was selected as a director. Mr. Khani is not related to any officer or director of the Company. There are no transactions or relationships between Mr. Khani and any member of his immediate family and the Company or any of its subsidiaries that would be reportable as a related party transaction under Item 404(a) of Regulation S-K.
Item 7.01Regulation FD Disclosure.
On February 6, 2024, the Company issued a press release announcing the appointment of Mr. Khani. A copy of the press release is included as Exhibit 99.1 hereto and incorporated herein by reference.
The information furnished pursuant to this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filings under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
