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) June 1, 2017
  _________________________________
Matador Resources Company
(Exact name of registrant as specified in its charter)
     _________________________________
 
 
 
 
 
 
Texas
 
001-35410
 
27-4662601
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
 
 
5400 LBJ Freeway, Suite 1500, Dallas, Texas
 
75240
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (972) 371-5200
Not Applicable
(Former name or former address, if changed since last report)
     _________________________________
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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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   o

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.   o




Item 5.07
Submission of Matters to a Vote of Security Holders.
Matador Resources Company (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) on June 1, 2017. On the April 7, 2017 record date, there were 100,142,297 shares of the Company’s common stock outstanding with each such share being entitled to one vote.
A total of 92,670,673 shares of the Company’s common stock were represented in person or by proxy at the Annual Meeting. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, as applicable, with respect to each matter is set forth below.

Proposal 1: Election of Directors
The shareholders elected Joseph Wm. Foran and Reynald A. Baribault as Class III directors of the Company for a term expiring at the Annual Meeting of Shareholders in 2020 or the earlier death, retirement, resignation or removal of such director. The shareholders elected R. Gaines Baty as a Class II director of the Company for a term expiring at the Annual Meeting of Shareholders in 2019 or the earlier death, retirement, resignation or removal of such director. The shareholders elected William M. Byerley, Julia P. Forrester and Kenneth L. Stewart as Class I directors of the Company for a term expiring at the Annual Meeting of Shareholders in 2018 or the earlier death, retirement, resignation or removal of such director.
Nominee
 
Votes For
 
Votes Against
 
Votes Abstained
 
Broker Non-Votes
Joseph Wm. Foran
 
78,254,166
 
660,404
 
7,961
 
13,748,142
Reynald A. Baribault
 
78,187,059
 
727,511
 
7,961
 
13,748,142
R. Gaines Baty
 
78,685,461
 
207,659
 
29,411
 
13,748,142
William M. Byerley
 
78,597,466
 
295,654
 
29,411
 
13,748,142
Julia P. Forrester
 
78,684,010
 
209,861
 
28,660
 
13,748,142
Kenneth L. Stewart
 
78,686,829
 
206,291
 
29,411
 
13,748,142

Proposal 2: Approval of the Amendment to the Amended and Restated Certificate of Formation to Increase the Amount of Authorized Common Stock
The shareholders approved the amendment to the Company’s Amended and Restated Certificate of Formation to increase the amount of authorized common stock (the “Amendment”). On June 2, 2017, the Company filed a certificate of amendment with the Secretary of State of the State of Texas related to the Amendment, and the Amendment became effective upon acceptance by the Secretary of State of the State of Texas.
Votes For
 
Votes Against
 
Votes Abstained
 
Broker Non-Votes*
90,935,658
 
1,660,524
 
74,491
 
—
*The Company considered the approval of the Amendment to be a non-routine matter under applicable New York Stock Exchange (the “NYSE”) rules, and therefore the Company’s definitive proxy statement with respect to the Annual Meeting provided that brokers and other nominees could not vote shares with respect to approval of the Amendment without receiving specific voting instructions. However, the NYSE deemed the approval of the Amendment to be a routine matter on which brokers were allowed to vote shares without specific instructions. The table above sets forth the voting results giving effect to the NYSE’s position. If the approval of the Amendment had been deemed by the NYSE to be a non-routine matter, the shareholder vote results would have been as set forth below. In short, the Amendment received a sufficient number of votes to be approved at the Annual Meeting regardless of whether such matter was considered a routine matter or a non-routine matter.
Votes For
 
Votes Against
 
Votes Abstained
 
Broker Non-Votes
77,187,516
 
1,660,524
 
74,491
 
13,748,142

Proposal 3: Advisory Vote on Executive Compensation
The shareholders approved the non-binding advisory resolution approving the compensation of the Company’s named executive officers.
Votes For
 
Votes Against
 
Votes Abstained
 
Broker Non-Votes
77,980,309
 
870,191
 
72,031
 
13,748,142





Proposal 4: Proposal to Ratify the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the Year Ending December 31, 2017
The shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017.
Votes For
 
Votes Against
 
Votes Abstained
92,625,692
 
13,586
 
31,395






SIGNATURE
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.
 
 
 
 
 
 
 
 
 
 
 
 
MATADOR RESOURCES COMPANY
 
 
 
 
Date: June 6, 2017
 
 
 
By:
 
/s/ Craig N. Adams
 
 
 
 
Name:
 
Craig N. Adams
 
 
 
 
Title:
 
Executive Vice President






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