Magnolia Oil & Gas (NYSE: MGY) 2026 meeting backs board, pay

Rhea-AI Filing Summary

FAQ

Filing Exhibits & Attachments

8-K Event Classification

Key Figures

Key Terms

What did Magnolia Oil & Gas (MGY) stockholders vote on at the 2026 annual meeting?

Were Magnolia Oil & Gas (MGY) director nominees elected at the 2026 meeting?

How did Magnolia Oil & Gas (MGY) stockholders vote on 2025 executive compensation?

Which auditor did Magnolia Oil & Gas (MGY) ratify for fiscal 2026?

What were broker non-votes at Magnolia Oil & Gas (MGY) 2026 meeting?

(Moderate)

(Neutral)

Form Type

8-K

Magnolia Oil & Gas Corporation held its 2026 Annual Meeting of Stockholders on May 8, 2026. Stockholders elected eight directors to one-year terms, with leading nominees such as Shandell M. Szabo receiving 174,593,837 votes for and 1,053,966 withheld.

Stockholders approved an advisory say-on-pay resolution covering 2025 executive compensation, with 172,184,401 votes for, 3,156,663 against and 306,739 abstentions. They also ratified the appointment of KPMG LLP as independent registered public accounting firm for the 2026 fiscal year, with 178,579,318 votes for, 589,404 against and 279,142 abstentions.

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Votes for Shandell M. Szabo: 174,593,837 votes Votes withheld Shandell M. Szabo: 1,053,966 votes Say-on-pay votes for: 172,184,401 votes +4 more

7 metrics

Votes for Shandell M. Szabo 174,593,837 votes Director election at 2026 Annual Meeting

Votes withheld Shandell M. Szabo 1,053,966 votes Director election at 2026 Annual Meeting

Say-on-pay votes for 172,184,401 votes 2025 executive compensation advisory resolution

Say-on-pay votes against 3,156,663 votes 2025 executive compensation advisory resolution

Auditor ratification votes for KPMG 178,579,318 votes Ratification as 2026 independent registered public accounting firm

Auditor ratification votes against 589,404 votes Ratification of KPMG for 2026 fiscal year

Broker non-votes on say-on-pay 3,800,061 votes Advisory 2025 executive compensation resolution

Annual Meeting of Stockholders, broker non-votes, advisory, non-binding resolution, say-on-pay vote, +1 more

5 terms

Annual Meeting of Stockholders financial

"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on May 8, 2026"

broker non-votes financial

"the final number of votes cast for, votes withheld or cast against, abstentions and broker non-votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory, non-binding resolution financial

"approved an advisory, non-binding resolution regarding the compensation of the Company’s named executive officers for 2025"

A advisory, non-binding resolution is a formal proposal put to a vote—often at a shareholder meeting—that expresses the opinion or recommendation of shareholders but does not have legal force to change company policy. It matters to investors because it signals collective views on issues like executive pay, corporate governance, or strategy; like a public petition, it can influence management and market perception even though the board is not legally required to follow it.

say-on-pay vote financial

"the compensation of the Company’s named executive officers for 2025 (the “say-on-pay vote”)"

A say-on-pay vote is a shareholder advisory vote on a company’s executive compensation package, usually held at the annual meeting to approve or voice disapproval of how top managers are paid. Think of it as a feedback button for owners: while the vote is often nonbinding, a strong negative outcome warns of governance problems, can force pay-policy changes, damage board credibility and ultimately influence long-term shareholder returns.

independent registered public accounting firm financial

"The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year was ratified"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

Accepted by SEC EDGAR 05/08/2026 - 04:07 PM

Stockholders elected eight directors to one-year terms, approved a 2025 advisory say-on-pay resolution, and ratified KPMG LLP as independent registered public accounting firm for the 2026 fiscal year, reflecting standard governance and compensation approvals for Magnolia Oil & Gas.

Yes. All eight director nominees, including Christopher G. Stavros and Shandell M. Szabo, were elected to one-year terms. Each received substantially more votes “for” than “withheld,” alongside broker non-votes recorded on the election proposals at the Magnolia Oil & Gas 2026 Annual Meeting.

Stockholders approved the advisory 2025 say-on-pay resolution with 172,184,401 votes for, 3,156,663 against and 306,739 abstentions. There were also 3,800,061 broker non-votes, but the overall outcome supported the company’s named executive officer compensation program for 2025.

Stockholders ratified KPMG LLP as Magnolia Oil & Gas Corporation’s independent registered public accounting firm for the 2026 fiscal year, with 178,579,318 votes for, 589,404 against and 279,142 abstentions, indicating broad stockholder support for retaining KPMG in the audit role.

Broker non-votes are shares held by brokers that are not voted on certain non-routine proposals. For Magnolia Oil & Gas, broker non-votes totaled 3,800,061 on the director elections and the advisory say-on-pay proposal during the 2026 Annual Meeting of Stockholders.

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


Magnolia Oil & Gas Corporation
(Exact name of registrant as specified in its charter)

Delaware	001-38083	81-5365682
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

	Nine Greenway Plaza, Suite 1300 Houston, Texas 77046
(Address of principal executive offices, including zip code)

	(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))



Securities registered pursuant to section 12(b) of the Act:

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.

(a)Magnolia Oil & Gas Corporation (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on May 8, 2026.

(b)The following actions were taken at the Annual Meeting, for which proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, and the final number of votes cast for, votes withheld or cast against, abstentions and broker non-votes for each proposal is set forth below:

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:


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:

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.


	MAGNOLIA OIL & GAS CORPORATION


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

Source: View Original Filing on SEC EDGAR

Against

Abstentions

Broker Non-Votes

3 documents