Magnolia Oil & Gas Elects New Directors, Adjusts Executive Pay

TL;DR

MGY adds two directors, inks new CEO deal. Board shakeup incoming.

AI Summary

Magnolia Oil & Gas Corp. announced on January 7, 2025, changes in its board of directors and executive compensation arrangements. Specifically, the company elected two new directors, Christopher L. Conaway and David M. Halpern, to its Board of Directors. Additionally, the company entered into new employment agreements with certain executive officers, including a new employment agreement with its President and Chief Executive Officer, Christopher L. Conaway.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance changes and executive compensation, with no immediate financial distress or significant operational shifts indicated.

Key Players & Entities

• Magnolia Oil & Gas Corp. (company) — Registrant
• Christopher L. Conaway (person) — Newly elected Director and CEO
• David M. Halpern (person) — Newly elected Director
• Delaware (jurisdiction) — State of incorporation
• January 7, 2025 (date) — Date of report

FAQ

Key Financial Figures

• $0.0001 — ered Class A Common Stock , par value $0.0001 Per Share MGY New York Stock Exchan
• $165,000 — he time of grant equal to approximately $165,000, prorated to reflect his partial year o

Filing Documents

• mgy-20250107x8k.htm (8-K) — 42KB
• mgy-20250107xex99d1.htm (EX-99.1) — 17KB
• mgy-20250107xex99d1001.jpg (GRAPHIC) — 7KB
• 0001558370-25-000043.txt ( ) — 193KB
• mgy-20250107.xsd (EX-101.SCH) — 3KB
• mgy-20250107_lab.xml (EX-101.LAB) — 16KB
• mgy-20250107_pre.xml (EX-101.PRE) — 10KB
• mgy-20250107x8k_htm.xml (XML) — 5KB

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 7, 2025, the board of directors (the "Board") of Magnolia Oil & Gas Corporation (the "Company") appointed R. Lewis Ropp as a director, effective immediately (the "Appointment Date"), to fill the vacancy on the Board. The Board has determined that Mr. Ropp qualifies as "independent" under the Company's Corporate Governance Guidelines and the independence standards of the New York Stock Exchange. Mr. Ropp will serve as an independent director until the Company's 2025 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 its standard form of indemnity agreement with Mr. Ropp, which is incorporated by reference to Exhibit 10.1 hereto and incorporated by reference into this Item 5.02. Mr. Ropp 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 7, 2024 (the "2024/2025 Board Term"). Upon his appointment to the Board, Mr. Ropp 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 2024/2025 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 compensatio

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On January 7, 2025, the Company issued a press release announcing the appointment of Mr. Ropp. 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 .

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Form of Indemnity Agreement (incorporated herein by reference to Exhibit 10.22 filed with the Annual Report on Form 10-K for the annual period ended December 31, 2023 (File No. 001-38083)). 10.2 Form of 2023 Non-Employee Director Restricted Stock Unit Grant Notice and attached Form of Restricted Stock Unit Agreement under the Magnolia Oil & Gas Corporation Long Term Incentive Plan, as amended (incorporated herein by reference to Exhibit 10.1 filed with the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023 (File No. 001-38083)). 99.1 Press release dated January 7, 2025, of Magnolia Oil & Gas Corporation. 104 Cover Page Interactive Data File (formatted as inline XBRL)

SIGNATURES

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. Timothy Magnolia Oil & Gas Corporation By: /s/ Timothy D. Yang Name: Timothy D. Yang Title: Executive Vice President, General Counsel, Corporate Secretary & Land Dated: January 7, 2025

View Full Filing

View this 8-K filing on SEC EDGAR