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 8, 2026
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Magnolia Oil & Gas Corporation | ||
(Exact name of registrant as specified in its charter) | ||
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Delaware | 001-38083 | 81-5365682 |
(State or other jurisdiction | (Commission | (I.R.S. Employer |
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| Nine Greenway Plaza, Suite 1300 Houston, Texas 77046 | |
(Address of principal executive offices, including zip code) | ||
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| (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))
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Securities registered pursuant to section 12(b) of the Act: | ||
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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. |
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:
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Nominees | For | Withheld | Broker Non-Votes |
Christopher G. Stavros | 172,835,380 | 2,812,423 | 3,800,061 |
Dan F. Smith | 170,323,036 | 5,324,767 | 3,800,061 |
Arcilia C. Acosta | 159,322,189 | 16,325,614 | 3,800,061 |
Edward P. Djerejian | 170,064,029 | 5,583,774 | 3,800,061 |
David M. Khani | 174,592,767 | 1,055,036 | 3,800,061 |
James R. Larson | 168,811,411 | 6,836,392 | 3,800,061 |
R. Lewis Ropp | 174,593,907 | 1,053,896 | 3,800,061 |
Shandell M. Szabo | 174,593,837 | 1,053,966 | 3,800,061 |
2. The stockholders approved an advisory, non-binding resolution regarding the compensation of the Company’s named executive officers for 2025 (the “say-on-pay vote”). The final voting results were as follows:
For | Against | Abstentions | Broker Non-Votes |
172,184,401 | 3,156,663 | 306,739 | 3,800,061 |
3. The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year was ratified. The final voting results were as follows:
For | Against | Abstentions | Broker Non-Votes | |||
178,579,318 | 589,404 | 279,142 | n/a | |||
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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.
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| MAGNOLIA OIL & GAS CORPORATION |
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Date: May 8, 2026 | By: /s/ Timothy D. Yang |
| Name: Timothy D. Yang |
| Title: Executive Vice President, Chief Legal and Commercial Officer, Corporate Secretary and Land |
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