Sector: Energy
MATADOR RESOURCES · Meeting: June 11, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Three Director Nominees
Matador's 3-year price return of +36.2% is strong positive territory, and the gap versus the XLE energy ETF (-18.5 percentage points) falls well short of the 65-percentage-point threshold required to trigger a negative vote; no overboarding, attendance, or independence concerns apply to Mr. Foran.
No TSR underperformance trigger applies (gap of -18.5pp vs. XLE is far below the 65pp threshold for strong-positive absolute TSR); Mr. Baribault is independent, serves on no other public company boards, and attended at least 75% of meetings in 2025.
No TSR underperformance trigger applies (same -18.5pp vs. XLE gap, well below 65pp threshold); Mr. Parker is independent, serves as lead independent director, serves on no other public company boards, and attended at least 75% of meetings in 2025.
All three Class III nominees pass every policy screen: Matador's 3-year price return of +36.2% is solidly positive, and the company's underperformance versus the XLE energy ETF benchmark is only 18.5 percentage points — far below the 65-percentage-point threshold that applies when absolute 3-year returns exceed 20%. No overboarding, attendance failures, independence issues, or familial relationship concerns were identified for any nominee.
CEO
Joseph Wm. Foran
Total Comp
$9,775,611
Prior Support
94%%
CEO total compensation of approximately $9.8 million is reasonable for a founder-CEO of a $7.8 billion energy company with record operational results in 2025, including 20%+ production growth and record Adjusted EBITDA of $2.3 billion. The compensation structure is well-designed: approximately 76% of the CEO's target pay is variable and at risk, with roughly 50% tied to performance stock awards that vest based on Matador's total shareholder return relative to peers over a three-year period — meeting the policy's requirement that a majority of senior executive pay be performance-based. Prior-year shareholder support was a strong 94%, and the company's 5-year price return of +156.8% demonstrates solid long-term alignment between executive pay and shareholder outcomes.
Auditor
KPMG LLP
Tenure
N/A
Audit Fees
$2,240,000
Non-Audit Fees
$202,000
The combined non-audit fees (audit-related fees of $55,000 plus tax fees of $147,000 = $202,000) represent approximately 9% of core audit fees ($2,185,000), well below the 50% threshold that would raise independence concerns; KPMG is a Big 4 firm appropriate for Matador's $7.8 billion market cap; no tenure disclosure was provided but the tenure trigger requires confirmed data to fire, so no negative vote is warranted on that basis alone.
Meeting held June 11, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Joseph Wm. Foran | 99.0% | 108.4M | 1.1M | ✓ Elected |
| Timothy E. Parker | 91.6% | 100.2M | 9.2M | ✓ Elected |
| Reynald A. Baribault | 87.0% | 95.2M | 14.2M | ✓ Elected |
Say on Pay
For 105.0M · Against 4.3M · Abstain 332,051
Auditor Ratification
For 114.3M · Against 1.2M · Abstain 257,553
Matador's 2026 annual meeting ballot is straightforward with three standard proposals and no stockholder submissions. All three proposals — director elections, auditor ratification, and advisory say-on-pay — pass every relevant policy screen, supported by strong company performance, a well-structured pay program, clean audit fee ratios, and TSR that comfortably avoids the director-accountability threshold.
