0001698990false00016989902024-05-072024-05-07

​

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): May 7, 2024

​

​

​

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

​

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 2024 Annual Meeting of Shareholders (the “Annual Meeting”) on May 7, 2024.

​

(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 withheld or 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

Withheld

Broker Non-Votes

Christopher G. Stavros

189,317,682

1,126,012

5,345,358

Dan F. Smith

188,366,799

2,076,895

5,345,358

Arcilia C. Acosta

168,640,231

21,803,463

5,345,358

Edward P. Djerejian

182,951,928

7,491,766

5,345,358

David M. Khani

189,983,081

460,613

5,345,358

James R. Larson

183,014,230

7,429,464

5,345,358

Shandell M. Szabo

190,011,184

432,510

5,345,358

John B. Walker

181,569,177

8,874,517

5,345,358

​

2.  The shareholders approved an advisory, non-binding resolution regarding the compensation of the Company’s named executive officers for 2023 (the “say-on-pay” vote). The final voting results were as follows:

For

Against

Abstentions

Broker Non-Votes

186,992,516

3,382,525

68,653

5,345,358

​

3.  The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year was ratified. The final voting results were as follows:

For

Against

Abstentions

Broker Non-Votes

195,236,831

507,397

44,824

n/a

​

​

2

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: May 7, 2024

By:       /s/ Timothy D. Yang

​

Name:  Timothy D. Yang

​

Title:    Executive Vice President, General Counsel,
             Corporate Secretary and Land

​

​

​

​

​

​

3

v3.24.1.u1
Document and Entity Information
May 07, 2024
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date May 07, 2024
Entity Registrant Name Magnolia Oil & Gas Corp
Entity Incorporation, State or Country Code DE
Entity File Number 001-38083
Entity Tax Identification Number 81-5365682
Entity Address, Address Line One Nine Greenway Plaza, Suite 1300
Entity Address, City or Town Houston
Entity Address State Or Province TX
Entity Address, Postal Zip Code 77046
City Area Code 713
Local Phone Number 842-9050
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock
Trading Symbol MGY
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001698990
Amendment Flag false
Magnolia Oil and Gas (NYSE:MGY)
Historical Stock Chart
From Oct 2024 to Nov 2024 Click Here for more Magnolia Oil and Gas Charts.
Magnolia Oil and Gas (NYSE:MGY)
Historical Stock Chart
From Nov 2023 to Nov 2024 Click Here for more Magnolia Oil and Gas Charts.