DEF 14A

DEF 14A 1 d134685ddef14a.htm DEF 14A DEF 14A

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.)

Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☑		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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☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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2021

Notice of Annual Meeting of Shareholders

and

Proxy Statement

June 4, 2021 | Dallas, Texas

LOGO

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 4, 2021

To the Matador Resources Company Shareholders:

Please join us for the 2021 Annual Meeting of Shareholders of Matador Resources Company. The meeting will be held at the Westin Galleria, San Antonio Ballroom, 13340 Dallas Parkway, Dallas, Texas 75240, on Friday, June 4, 2021, 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 five 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)

Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021; and

(4)

Any other matters that may properly come before the meeting.

All shareholders of record at the close of business on April 8, 2021 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.

Depending on concerns about the novel coronavirus, or COVID-19, we might hold a virtual annual meeting instead of holding an in-person meeting. We would publicly announce a determination to hold a virtual annual meeting in a press release available at our website, www.matadorresources.com, as soon as practicable before the meeting. In that event, the annual meeting would be conducted solely virtually, on the above date and time, via live audio webcast. You or your proxyholder could participate, vote and examine our shareholder list at the virtual annual meeting by visiting www.virtualshareholdermeeting.com/MTDR2021 and using your control number, but only if we decide to hold a virtual annual meeting.

By Order of the Board of Directors,

LOGO

Joseph Wm. Foran

Chairman and Chief Executive Officer

April 22, 2021

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 4, 2021:

Our Proxy Statement and the Annual Report to Shareholders for the fiscal year ended December 31, 2020 are available for viewing, printing and downloading at https://materials.proxyvote.com/576485.

TABLE OF CONTENTS


	Page
Proxy Statement		1
Proxy Summary		3
Information About the Annual Meeting		8
Proposal 1—Election of Directors		12
Director Diversity		12
Core Competencies		13
Nominees		13
Vote Required		16
Directors Continuing in Office		17

Table of Contents

Table of Contents

Table of Contents

Table of Contents