Matador Resources Co
3 nominees · 3 ballot items.
Election of three directors; advisory (non-binding) vote to approve named executive officer compensation (say-on-pay); ratification of KPMG LLP as independent auditors.
Follow how the vote landed and what changed on Matador Resources Co’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
On the ballot3
- 1
Election of Directors
ManagementBoard: FORElect three Class III director nominees—Joseph Wm. Foran, Reynald A. Baribault and Timothy E. Parker—to hold office until the 2029 Annual Meeting.
- 2
Advisory Vote to Approve Named Executive Officer Compensation (Say-on-Pay
ManagementBoard: FORNon-binding, advisory vote to approve the Company’s executive compensation program as disclosed in the proxy (CD&A, compensation tables and narrative).
More detail
This management proposal asks shareholders to cast a non-binding advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and accompanying tables. Management seeks shareholder approval as required under Section 14A of the Exchange Act and uses the vote to gauge investor support for its pay-for-performance philosophy and the specific pay designs (mix of base salary, annual cash incentives tied to Net Debt/Adjusted EBITDA, operating cost per BOE, ROACE and environmental/safety metrics, and long-term awards split between cash-settled phantom units and PSUs tied to relative TSR). The Compensation Committee and Independent Board retain discretion to make final compensation determinations and intend to consider the outcome of this advisory vote in future decisions. The board recommends a vote FOR, arguing the program aligns executive interests with shareholder value, emphasizes variable and performance-based pay (≈76% of CEO target pay variable, ≈50% performance-based), includes governance safeguards such as clawbacks, anti-hedging, stock ownership guidelines, and caps on PSU payouts if absolute TSR is negative. Context includes strong 2025 operating and financial results, high prior say-on-pay support (94% in 2025), and significant shareholder engagement. Risks include that the advisory vote is non-binding and that certain employment agreements include modified single-trigger provisions for the CEO (an older agreement), although the Company states it will use double-trigger protections going forward.
- 3
Ratification of Appointment of KPMG LLP as Independent Registered Public Accounting Firm
ManagementBoard: FORRatify the Audit Committee’s appointment of KPMG LLP as the company’s independent registered public accounting firm for 2026.
Nominees on the ballot3
Top institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.8% | 8,464,400 | $535M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 5.4% | 6,645,564 | $420M |
| 3 | BlackRock, Inc. | 5.2% | 6,471,489 | $409M |
| 4 | STATE STREET CORP | 4.1% | 5,133,566 | $324M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.1% | 5,071,348 | $320M |
| 6 | LSV ASSET MANAGEMENT | 3.1% | 3,847,931 | $243M |
| 7 | T. Rowe Price Investment Management, Inc. | 3.0% | 3,744,792 | $237M |
| 8 | BlackRock, Inc. | 2.8% | 3,462,864 | $219M |
| 9 | ADAGE CAPITAL PARTNERS GP, L.L.C. | 2.4% | 3,035,997 | $192M |
| 10 | ALLIANCEBERNSTEIN L.P. | 2.1% | 2,657,208 | $113M |
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Frequently asked questions
- When is the Matador Resources Co 2026 annual meeting?
- Matador Resources Co (MTDR) holds its 2026 annual shareholder meeting on Thursday, June 11, 2026.
- What is the record date for the Matador Resources Co 2026 meeting?
- The record date for the Matador Resources Co 2026 meeting is Monday, April 13, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Matador Resources Co's 2026 meeting?
- The board is presenting 3 director nominees at the Matador Resources Co 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Matador Resources Co 2026 meeting?
- Shareholders will vote on 3 proposals at the Matador Resources Co 2026 meeting, each tagged with who proposed it and the board's recommendation.
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