527263_Matador_Proxy_Final_BMK.pdf - 2018 Notice of Annual...

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2018Notice of Annual Meeting of ShareholdersandProxy StatementJune 7, 2018|Dallas, Texas
One Lincoln Centre5400 LBJ Freeway, Suite 1500Dallas, Texas 75240NOTICE OF ANNUAL MEETING OF SHAREHOLDERSTo Be Held on June 7, 2018To the Matador Resources Company Shareholders:Please join us for the 2018 Annual Meeting of Shareholders of Matador Resources Company. The meetingwill be held at the Westin Galleria, San Antonio Ballroom, 13340 Dallas Parkway, Dallas, Texas 75240, onThursday, June 7, 2018, 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 theattached Proxy Statement;(3)Advisory vote on the frequency of advisory votes to approve executive compensation;(4)Ratification of the appointment of KPMG LLP as the Company’s independent registered publicaccounting firm for the year ending December 31, 2018; and(5)Any other matters that may properly come before the meeting.All shareholders of record at the close of business on April 13, 2018 are entitled to vote at the meeting orany postponement or adjournment of the meeting. A list of the shareholders of record is available at theCompany’s offices in Dallas, Texas.By Order of the Board of Directors,Joseph Wm. ForanChairman and Chief Executive OfficerApril 26, 2018YOUR VOTE IS IMPORTANT!Whether or not you will attend the meeting, please vote as promptly as possible by using theInternet or telephone or by signing, dating and returning your proxy card to the address listed on thecard.Important Notice Regarding the Availability of Proxy Materials for theAnnual Meeting of Shareholders to Be Held on June 7, 2018:Our Proxy Statement and the Annual Report to Shareholders for the fiscal year ended December 31, 2017are available for viewing, printing and downloading at .
TABLE OF CONTENTSTABLE OF CONTENTSPageProxy Statement1Proxy Summary3Information About the Annual Meeting6Proposal 1—Election of Directors10Nominees10Vote Required12Directors Continuing in Office13Advisors to the Board16Corporate Governance18Independence of Directors18Majority Vote in Director Elections18Board Leadership Structure19Board Committees20Board’s Role in Risk Oversight24Strategic Planning and Compensation Committee Interlocks and Insider Participation24Communications with Directors24Executive Officers and Other Senior Officers of the Company25Proposal 2—Advisory Vote to Approve Named Executive Officer Compensation32Vote Required33Proposal 3—Advisory Vote on the Frequency of Advisory Votes to Approve Named Executive OfficerCompensation34Proposal 4—Ratification of the Appointment of KPMG LLP35Fees of Independent Registered Public Accounting Firm for Fiscal Years 2017 and 201635Report of the Audit Committee36Vote Required37Executive Compensation38Compensation Discussion and Analysis38

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