mtdr-20240426

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Filed by a Party other than the Registrant ☐

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☐ Preliminary Proxy Statement

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☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

Matador Resources Company

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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			2024
			Notice of Annual Meeting of Shareholders and
			Proxy Statement

June 13, 2024 | Dallas, Texas




One Lincoln Centre 5400 LBJ Freeway, Suite 1500 Dallas, Texas 75240 www.matadorresources.com NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To Be Held on June 13, 2024

To the Matador Resources Company Shareholders: Please join us for the 2024 Annual Meeting of Shareholders of Matador Resources Company. The meeting will be held at the Hilton Anatole, Imperial Ballroom, 2201 N. Stemmons Freeway, Dallas, Texas 75207, on Thursday, June 13, 2024, at 9:30 a.m., Central Daylight Time. At the meeting, you will hear a report on our business and act on the following matters: (1)Election of the four nominees for director named in the attached Proxy Statement; (2)Advisory vote to approve the compensation of our named executive officers as described in the attached Proxy Statement; (3)Advisory vote on the frequency of future advisory votes to approve named executive officer compensation; (4)Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024; and (5)Any other matters that may properly come before the meeting. All shareholders of record at the close of business on April 16, 2024 are entitled to vote at the meeting or any postponement or adjournment of the meeting. A list of the shareholders of record is available at the Company’s offices in Dallas, Texas.

By Order of the Board of Directors,

Joseph Wm. Foran Chairman and Chief Executive Officer

April 26, 2024
YOUR VOTE IS IMPORTANT! Whether or not you will attend the meeting, please vote as promptly as possible by using the Internet or telephone or by signing, dating and returning your proxy card to the address listed on the card. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on June 13, 2024: Our Proxy Statement and the Annual Report to Shareholders for the fiscal year ended December 31, 2023 are available for viewing, printing and downloading at https://materials.proxyvote.com/576485.

TABLE OF CONTENTS


	Page		Page
Proxy Statement	2	Letter to Shareholders	49
Proxy Summary	4	Executive Compensation	50
Information About the Annual Meeting	9	Compensation Discussion and Analysis	50
Proposal 1 \| Election of Directors	13	Strategic Planning and Compensation Committee Report	68
Director Skills & Experience	13	Summary Compensation Table	69
Nominees	15	Grants of Plan-Based Awards Table	69
Vote Required	18	Outstanding Equity Awards at December 31, 2023	71
Directors Continuing in Office	19	Option Exercises and Stock Vested	72
Corporate Governance	25	Potential Payments upon Termination or Change in Control	73
Independence of Directors	25	Chief Executive Officer Pay Ratio	77
Majority Vote in Director Elections	26	Pay Versus Performance	78
Board Leadership Structure	26	Director Compensation	82
Board Committees	28	Compensation for 2023-2024	83
Board's Role in Risk Oversight	33	Director Stock Ownership Guidelines	83
Environmental, Social, and Governance (ESG) Initiatives	33	Securities Authorized for Issuance Under Equity Compensation Plans	84
Strategic Planning and Compensation Committee Interlocks and Insider Participation	35	Transactions With Related Persons	85
Communications with Directors	36	Security Ownership of Certain Beneficial Owners and Management	89
Executive Officers and Other Senior Officers of the Company	36	Additional Information	91
Proposal 2 \| Advisory Vote to Approve Named Executive Officer Compensation	44	Delinquent Section 16(a) Reports	91
Vote Required	44	Shareholder Proposals for the 2025 Proxy Statement	91
Proposal 3 \| Advisory Vote on the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation	45	Director Nominations or Other Business for Presentation at the 2025 Annual Meeting	91
Proposal 4 \| Ratification of the Appointment of KPMG LLP	46	Annual Report on Form 10-K	92
Fees of Independent Registered Public Accounting Firm for Fiscal Years 2023 and 2022	46	Other Business	93
Report of the Audit Committee	47	Annex A Non-GAAP Financial Measures	94
Vote Required	48

1 Matador Resources Company | 2024 Proxy Statement

PROXY STATEMENT

Matador Resources Company

One Lincoln Centre

5400 LBJ Freeway, Suite 1500

Dallas, Texas 75240

www.matadorresources.com

PROXY STATEMENT For

ANNUAL MEETING OF SHAREHOLDERS To Be Held on June 13, 2024

This Proxy Statement is being mailed on or about April 26, 2024 to the shareholders of Matador Resources Company (“Matador” or the “Company”) in connection with the solicitation of proxies by the Board of Directors (the “Board”) of the Company to be voted at the Annual Meeting of Shareholders of the Company to be held at the Hilton Anatole, Imperial Ballroom, 2201 N. Stemmons Freeway, Dallas, Texas 75207, on June 13, 2024, at 9:30 a.m., Central Daylight Time (the “Annual Meeting” or the “2024 Annual Meeting”), or at any postponement or adjournment thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders. The address of the Company’s principal executive office is One Lincoln Centre, 5400 LBJ Freeway, Suite 1500, Dallas, Texas 75240.

If you are a shareholder of record, you may vote in person by attending the meeting, by completing and returning a proxy by mail or by using the Internet or telephone. You may vote your proxy by mail by marking your vote on the enclosed proxy card and following the instructions on the card. To vote your proxy using the Internet or telephone, see the instructions on the proxy form and have the proxy form available when you access the Internet website or place your telephone call.

The named proxies will vote your shares according to your directions. If you sign and return your proxy but do not make any of the selections, the named proxies will vote your shares: (i) FOR the election of the four nominees for director as set forth in this Proxy Statement, (ii) FOR the approval, on an advisory basis, of the compensation of the Company’s named executive officers as disclosed in this Proxy Statement, (iii) for future advisory votes on named executive officer compensation (the “Frequency Vote”) to occur EVERY YEAR and (iv) FOR the ratification of KPMG LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2024. Your proxy may be revoked at any time before it is exercised by filing with the Company a written revocation addressed to the Corporate Secretary, by executing a proxy bearing a later date or by attending the Annual Meeting and voting in person.

The cost of soliciting proxies will be borne by the Company. In addition to the use of postal services and the Internet, proxies may be solicited by directors, officers and employees of the Company (none of whom will receive any additional compensation for any assistance they may provide in the solicitation of proxies) in person or by telephone.

The outstanding voting securities of the Company consist of issued and outstanding common stock, par value $0.01 per share (the “Common Stock”). The record date for the determination of the shareholders entitled to notice of and to vote at the Annual Meeting, or any postponement or adjournment thereof, has been established by the Board as the close of business on April 16, 2024 (the “Record Date”). As of the Record Date, there were 124,780,249 shares of Common Stock outstanding and entitled to vote.

The presence, in person or by proxy, of the holders of record of a majority of the outstanding shares entitled to vote is necessary to constitute a quorum for the transaction of business at the Annual Meeting, but if a quorum should not be present, the meeting may be adjourned from time to time until a quorum is obtained. A holder of Common Stock will be entitled to one vote per share on each matter properly brought before the meeting. Cumulative voting is not permitted in the election of directors.

The proxy card provides space for a shareholder to abstain with respect to any or all nominees for the Board. The affirmative vote of a majority of the votes cast by holders of shares present in person or represented by proxy and entitled to vote on the election of directors at the Annual Meeting is required for the election of each nominee for director. With respect to the election of directors in an uncontested election, such as that being held at the Annual Meeting, “majority of the votes cast” means the number of votes cast “for” the election of such nominee exceeds the number of votes cast “against” such nominee. See “Corporate Governance—Majority Vote in Director Elections” for additional information regarding election of directors.

2 Matador Resources Company | 2024 Proxy Statement

With respect to the Frequency Vote, because this vote is non-binding, the choice receiving the greatest number of votes will be considered the frequency recommended by the Company’s shareholders, even if that choice does not receive a majority of the votes.

The other proposals require the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy and entitled to vote at the meeting. Shares held by a shareholder who abstains from voting on any or all proposals will be included for the purpose of determining the presence of a quorum. Other than with respect to the election of directors and the Frequency Vote, an abstention will effectively count as a vote cast against the remaining proposals. Broker non-votes on any matter as to which the broker has indicated on the proxy that it does not have discretionary authority to vote will be treated as shares not entitled to vote with respect to that matter. However, such shares will be considered present and entitled to vote for quorum purposes so long as they are entitled to vote on at least one other matter.

3 Matador Resources Company | 2024 Proxy Statement

PROXY SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully prior to voting. For more complete information regarding our 2023 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2023.

2024 Annual Meeting of Shareholders

DATE AND TIME:

LOCATION

RECORD DATE:

VOTING:

June 13, 2024 at 9:30 a.m., Central Daylight Time

Hilton Anatole

Imperial Ballroom

2201 N. Stemmons Freeway

Dallas, Texas 75207

April 16, 2024

Shareholders as of the close of business on the Record Date are entitled to vote. Each share of Common Stock is entitled to one vote at the Annual Meeting.


Proposal			Board Recommendation
Election of Four Director Nominees (page 15)			FOR
Advisory Vote to Approve Named Executive Officer Compensation (page 44)			FOR
Advisory Vote on the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation (page 45)			1 YEAR
Ratification of the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for 2024 (page 46)			FOR

2023 Business Highlights

The year 2023 was another outstanding year for Matador, including record oil and natural gas production, steadily decreasing costs and better-than-expected free cash flow. We utilized this free cash flow and the strength of our balance sheet, including over $500 million of cash at the beginning of 2023, to repay borrowings under the Credit Agreement (as defined below), make profitable investments in our oil and natural gas properties and our midstream businesses, including the acquisition of Advance Energy Partners Holdings, LLC (“Advance”), and pay a steadily increasing fixed dividend to our shareholders.

Advance Acquisition

On April 12, 2023, we completed the acquisition of Advance from affiliates of EnCap Investments L.P., including certain oil and natural gas properties, undeveloped acreage and midstream assets located primarily in Lea County, New Mexico and Ward County, Texas (the “Initial Advance Acquisition”). On December 1, 2023, we acquired additional interests from affiliates of EnCap Investments L.P., including overriding royalty interests and royalty interests in certain oil and natural gas properties located primarily in Lea County, New Mexico, most of which were included in the Initial Advance Acquisition (the “Advance Royalty Acquisition" and, together with the Initial Advance Acquisition, the “Advance Acquisition”). The Initial Advance Acquisition added approximately 18,500 net acres in the core of the northern Delaware Basin with approximately 99% of such acreage held by production and provided a significant increase in our drilling inventory with 206 gross (174 net) operated locations in our core target formations and an additional 38 gross (35 net) upside locations in the Wolfcamp D formation. This new acreage also provided further expansion opportunities for Pronto Midstream, LLC (“Pronto”), our wholly-owned midstream subsidiary operating in Lea County, New Mexico.

4 Matador Resources Company | 2024 Proxy Statement

Business Highlights

In part as a result of the Advance Acquisition, Matador grew its average daily production from approximately 100,000 barrels of oil and natural gas equivalent (“BOE”) per day in early January 2023 to just over 154,000 BOE per day in the fourth quarter of 2023. Matador also achieved record oil and natural gas reserves in 2023 as total proved oil and natural gas reserves increased 29%, or approximately 103.0 million BOE year-over-year, to a record high of 460.0 million BOE, as compared to 357.0 million BOE in 2022.

Production Growth


26%	24%	25%
increase in oil production	increase in natural gas production	increase in daily oil equivalent production

•A 26% increase in oil production to a record 27.5 million barrels (“Bbl”) of oil produced in 2023 from 21.9 million Bbl of oil produced in 2022.

•A 24% increase in natural gas production to a record 123.4 billion cubic feet (“Bcf”) of natural gas produced in 2023 from 99.3 Bcf of natural gas produced in 2022.

•A 25% increase in average daily oil equivalent production to a record 131,813 BOE per day, including 75,457 Bbl of oil per day and 338.1 million cubic feet (“MMcf”) of natural gas per day, in 2023, from 105,465 BOE per day, including 60,119 Bbl of oil per day and 272.1 MMcf of natural gas per day, in 2022.

•Continued drilling of longer laterals, with an average completed lateral length for operated wells turned to sales in 2023 of approximately 9,800 feet.

•Capital expenditures for drilling, completing and equipping wells (“D/C/E capital expenditures”) for 2023 of $1.16 billion, which was below our estimated range for 2023 D/C/E capital expenditures of $1.18 to $1.32 billion as provided on February 21, 2023 and was in the middle of the revised estimated range of $1.10 to $1.22 billion, as provided on July 25, 2023.

•Continued focus on increasing efficiency and innovation, including successfully implementing "simul-frac" operations, 100% dual-fuel utilization on Matador completed wells and successful execution on our first two "U-turn" two-mile lateral wells.

5 Matador Resources Company | 2024 Proxy Statement

Capital Resources and Financial Highlights

We achieved annual net income of $846.0 million and annual Adjusted EBITDA (a non-GAAP financial measure) of $1.85 billion in 2023 despite significantly lower realized weighted average oil and natural gas prices of $77.88 per barrel and $3.25 per Mcf in 2023 as compared to $96.32 per barrel and $7.98 per Mcf in 2022. San Mateo Midstream, LLC (“San Mateo”), our midstream joint venture, achieved its second-best annual net income of $131.0 million and record high annual Adjusted EBITDA (a non-GAAP financial measure) of $200.0 million in 2023.

Financial Strength

$1.05 Billion

$0.20

$38.2 Million

new capital

dividend per share in the fourth quarter

performance incentives received from Five Point

•The generation of free cash flow in all four quarters of 2023.

•The amendment of our dividend policy in the fourth quarter of 2023, pursuant to which we increased the quarterly cash dividend from $0.15 per share of Common Stock to $0.20 per share of Common Stock.

•The receipt of $38.2 million in performance incentives directly from Five Point Energy, LLC, our joint venture partner in San Mateo (“Five Point”).

•The issuance of $500.0 million in aggregate principal amount of 6.875% senior notes due 2028 (the "2028 Notes").

•The revision of our Fourth Amended and Restated Credit Agreement (the “Credit Agreement”) at our spring and fall redetermination processes to collectively (i) increase the borrowing base to $2.50 billion, as compared to $2.25 billion at December 31, 2022, (ii) increase the elected borrowing commitment to $1.325 billion, as compared to $775.0 million at December 31, 2022, (iii) increase the maximum facility amount to $2.00 billion, as compared to $1.50 billion at December 31, 2022 and (iv) add two new banks to our lending group.

•The amendment of San Mateo’s revolving credit facility (the “San Mateo Credit Facility”) in October 2023 to
(i) increase the lender commitments from $485.0 million to $535.0 million and (ii) add a new bank to San Mateo’s lending group.

6 Matador Resources Company | 2024 Proxy Statement

Environmental, Social and Governance (“ESG”) Initiatives (page 33)

At Matador, we are committed to creating long-term value in a responsible manner. Our aim is to reliably and profitably provide the energy that society needs in a manner that is safe, protects the environment and is consistent with the industry’s best practices and the highest applicable regulatory and legal standards. In alignment with this goal, we maintain an active ESG program that is overseen and supported by senior management and the Board’s Environmental, Social and Corporate Governance Committee. In October 2023, we were pleased to issue Matador’s annual Sustainability Report, which included quantitative metrics aligned with standards developed by an industry leader, the Sustainability Accounting Standards Board (“SASB”). For additional information on the Company’s ESG efforts, see “Corporate Governance—Environmental, Social and Governance (ESG) Initiatives” on page 33. Information included in our Sustainability Report is not incorporated into this Proxy Statement.

Director Nominees (page 15)

Our Board currently has 11 members and is divided into three classes of directors, designated Class I, Class II and Class III. Directors are elected for three-year terms. The table below provides certain summary information about each nominee for director named in this Proxy Statement:

Name

Age

Director Since

Principal Occupation

Committee Memberships

William M. Byerley*

2016

Retired Partner, PricewaterhouseCoopers LLP (PwC)

A,ESG,MM

Monika U. Ehrman*

2019

Professor of Law, Southern Methodist University Dedman School of Law

ESG,E,SPC,MM,O,P

Kenneth L. Stewart*

2017

Retired EVP, Compliance and Legal Affairs, Children’s Health System of Texas; Retired Partner, Chair—United States, Norton Rose Fulbright US LLP

ESG,E,SPC,CM

Susan M. Ward*

2024

Former Head, M&A and Commercial Finance, Shell Oil Company

A,ESG,MM,P


*			Independent Director

A			Audit Committee
CM			Capital Markets and Finance Committee
E			Executive Committee
ESG			Environmental, Social and Corporate Governance Committee
MM			Midstream and Marketing Committee
O			Operations and Engineering Committee
P			Prospect Committee
SPC			Strategic Planning and Compensation Committee

7 Matador Resources Company | 2024 Proxy Statement

Executive Compensation Highlights (page 50)

Our Executive Compensation Philosophy

SEC Form DEF 14A filed by Matador Resources Company