Sector: Energy
MATADOR RESOURCES · Meeting: June 11, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Three Director Nominees
Matador's 3-year price return of +36.2% is strong positive territory, and the gap versus the XLE energy ETF (-18.5 percentage points) falls well short of the 65-percentage-point threshold required to trigger a negative vote; no overboarding, attendance, or independence concerns apply to Mr. Foran.
No TSR underperformance trigger applies (gap of -18.5pp vs. XLE is far below the 65pp threshold for strong-positive absolute TSR); Mr. Baribault is independent, serves on no other public company boards, and attended at least 75% of meetings in 2025.
No TSR underperformance trigger applies (same -18.5pp vs. XLE gap, well below 65pp threshold); Mr. Parker is independent, serves as lead independent director, serves on no other public company boards, and attended at least 75% of meetings in 2025.
All three Class III nominees pass every policy screen: Matador's 3-year price return of +36.2% is solidly positive, and the company's underperformance versus the XLE energy ETF benchmark is only 18.5 percentage points — far below the 65-percentage-point threshold that applies when absolute 3-year returns exceed 20%. No overboarding, attendance failures, independence issues, or familial relationship concerns were identified for any nominee.
CEO
Joseph Wm. Foran
Total Comp
$9,775,611
Prior Support
94%%
CEO total compensation of approximately $9.8 million is reasonable for a founder-CEO of a $7.8 billion energy company with record operational results in 2025, including 20%+ production growth and record Adjusted EBITDA of $2.3 billion. The compensation structure is well-designed: approximately 76% of the CEO's target pay is variable and at risk, with roughly 50% tied to performance stock awards that vest based on Matador's total shareholder return relative to peers over a three-year period — meeting the policy's requirement that a majority of senior executive pay be performance-based. Prior-year shareholder support was a strong 94%, and the company's 5-year price return of +156.8% demonstrates solid long-term alignment between executive pay and shareholder outcomes.
Auditor
KPMG LLP
Tenure
N/A
Audit Fees
$2,240,000
Non-Audit Fees
$202,000
The combined non-audit fees (audit-related fees of $55,000 plus tax fees of $147,000 = $202,000) represent approximately 9% of core audit fees ($2,185,000), well below the 50% threshold that would raise independence concerns; KPMG is a Big 4 firm appropriate for Matador's $7.8 billion market cap; no tenure disclosure was provided but the tenure trigger requires confirmed data to fire, so no negative vote is warranted on that basis alone.
Matador's 2026 annual meeting ballot is straightforward with three standard proposals and no stockholder submissions. All three proposals — director elections, auditor ratification, and advisory say-on-pay — pass every relevant policy screen, supported by strong company performance, a well-structured pay program, clean audit fee ratios, and TSR that comfortably avoids the director-accountability threshold.
