MAGNOLIA OIL GAS CORP CLASS A (MGY)
Sector: Energy
2026 Annual Meeting Analysis
MAGNOLIA OIL GAS CORP CLASS A · Meeting: May 8, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Stavros has served as a director since September 2022 (within the 3-year TSR measurement window but over 24 months); MGY's 3-year price return of 63.6% is strong positive (>20%), and the gap versus the XLE ETF benchmark is only -4.0pp, far below the 65pp threshold required to trigger a vote against — no TSR concern applies.
Smith has served since May 2017 and brings extensive energy and board leadership experience; MGY's 3-year TSR is strongly positive at 63.6% and trails XLE by only 4.0pp, well below the 65pp trigger threshold, so no TSR concern applies.
Acosta has served since May 2017 with relevant CEO and governance experience; no TSR trigger applies given MGY's strong positive 3-year return and only a 4.0pp gap versus XLE, far below the 65pp threshold.
Djerejian has served since May 2017 with significant public company board and governance experience; MGY's 3-year TSR is strongly positive and the XLE gap of 4.0pp is far below the 65pp trigger threshold, so no TSR concern applies.
Khani joined in February 2024, which is within 24 months of the analysis date, making him exempt from the TSR trigger under the new-director exemption; he also brings deep energy finance expertise as a former CFO of EQT Corporation.
Larson has served since July 2018 with strong oil and gas finance credentials including former CFO of Anadarko; no TSR trigger applies given the 4.0pp gap versus XLE is far below the 65pp threshold for a strongly positive 3-year return.
Ropp joined in January 2025, well within the 24-month new-director exemption period, so no TSR trigger applies; he brings relevant energy and investment management expertise.
Szabo joined in May 2024, within the 24-month new-director exemption period, so no TSR trigger applies; she brings deep upstream oil and gas technical and operational experience.
All eight director nominees receive a FOR vote. MGY's 3-year price return of 63.6% is strongly positive and trails the XLE energy ETF benchmark by only 4.0 percentage points, far short of the 65-percentage-point threshold required to trigger an against vote for directors with meaningful tenure. Three directors (Khani, Ropp, Szabo) joined within the past 24 months and are exempt from the TSR trigger entirely. No overboarding, attendance, independence, or familial relationship concerns were identified.
Say on Pay
✓ FORCEO
Christopher G. Stavros
Total Comp
$6,693,001
Prior Support
98%%
The CEO received total compensation of approximately $6.7 million, which is reasonable for the CEO of a $5.9 billion energy company with strong operational performance in 2025, including 11% production growth and $426 million of free cash flow. The pay structure is well-designed: approximately 87% of CEO target pay is variable (annual bonus plus performance stock awards plus time-based equity), far above the 50-60% policy minimum, with performance stock awards tied to relative total shareholder return over a three-year period — a rigorous, long-term metric. The prior say-on-pay vote received over 98% support, there is a robust clawback policy in place, and the company's 3-year total shareholder return of 63.6% reflects strong value creation for shareholders.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
9 yrs
Audit Fees
$1,550,000
Non-Audit Fees
$0
KPMG has served as Magnolia's auditor since February 2017 — approximately 9 years — well below the 25-year tenure threshold that would raise independence concerns. Non-audit fees are zero, so the non-audit fee ratio is 0%, far below the 50% threshold. KPMG is a Big 4 firm appropriate for a company of Magnolia's $5.9B market cap. No material restatements were identified.
Overall Assessment
Magnolia's 2026 annual meeting ballot is straightforward and shareholder-friendly across all three proposals. All eight director nominees receive FOR votes given the company's strong stock performance, no overboarding or independence issues, and appropriate board refreshment; the auditor ratification is uncontroversial with zero non-audit fees and only nine years of KPMG tenure; and the say-on-pay program earns a FOR vote based on a well-structured, predominantly variable pay mix with meaningful performance conditions and near-unanimous prior-year shareholder support.