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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
__________________

FORM 8-K
__________________
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 7, 2025
__________________

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

Delaware

(State or other jurisdiction of incorporation

or organization)

001-38083

(Commission
File Number)

81-5365682
(I.R.S. Employer
Identification Number)

Nine Greenway Plaza, Suite 1300

Houston, TX 77046

(713) 842-9050
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

__________________
Not Applicable

(Former name or former address, if changed since last report)

__________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to 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 Symbols

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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 7, 2025, the board of directors (the “Board”) of Magnolia Oil & Gas Corporation (the “Company”) appointed R. Lewis Ropp as a director, effective immediately (the “Appointment Date”), to fill the vacancy on the Board. The Board has determined that Mr. Ropp qualifies as “independent” under the Company’s Corporate Governance Guidelines and the independence standards of the New York Stock Exchange. Mr. Ropp will serve as an independent director until the Company’s 2025 annual meeting of stockholders.  He was also appointed to the Board’s Audit Committee.  

In connection with his appointment, the Company has entered or will enter into its standard form of indemnity agreement with Mr. Ropp, which is incorporated by reference to Exhibit 10.1 hereto and incorporated by reference into this Item 5.02. Mr. Ropp will be paid cash compensation in the same manner as the Company’s other non-employee directors, prorated to reflect his partial year of service during the Board term that commenced May 7, 2024 (the “2024/2025 Board Term”). Upon his appointment to the Board, Mr. Ropp will receive an initial equity award in the form of restricted stock units under the Company’s Long Term Incentive Plan, with the value of such award at the time of grant equal to approximately $165,000, prorated to reflect his partial year of service during the 2024/2025 Board Term. The initial equity award will vest in full on the earlier to occur of (i) the day preceding the next annual meeting of stockholders of the Company at which directors are elected, or (ii) the first anniversary of the Appointment Date, subject to the terms of the Company’s standard award agreement, which is incorporated by reference to Exhibit 10.2 hereto and incorporated by reference into this Item 5.02. Additional information concerning the current compensation of the Company’s non-employee directors is set forth in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on March 21, 2024.

There are no arrangements or understandings between Mr. Ropp and any other person pursuant to which he was selected as a director. Mr. Ropp is not related to any officer or director of the Company. There are no transactions or relationships between Mr. Ropp and any member of his immediate family and the Company or any of its subsidiaries that would be reportable as a related party transaction under Item 404(a) of Regulation S-K.    

Item 7.01Regulation FD Disclosure.

On January 7, 2025, the Company issued a press release announcing the appointment of Mr. Ropp. A copy of the press release is included as Exhibit 99.1 hereto and incorporated herein by reference.  

The information furnished pursuant to this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filings under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.  

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

  

Description

10.1

  

Form of Indemnity Agreement (incorporated herein by reference to Exhibit 10.22 filed with the Annual Report on Form 10-K for the annual period ended December 31, 2023 (File No. 001-38083)).

10.2

Form of 2023 Non-Employee Director Restricted Stock Unit Grant Notice and attached Form of Restricted Stock Unit Agreement under the Magnolia Oil & Gas Corporation Long Term Incentive Plan, as amended (incorporated herein by reference to Exhibit 10.1 filed with the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023 (File No. 001-38083)).

99.1

Press release dated January 7, 2025, of Magnolia Oil & Gas Corporation.

104

Cover Page Interactive Data File (formatted as inline XBRL)

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.

Timothy

 

Magnolia Oil & Gas Corporation

 

 

 

By: 

/s/ Timothy D. Yang

 

 

Name: Timothy D. Yang
Title: Executive Vice President, General Counsel, Corporate Secretary & Land

Dated: January 7, 2025

Graphic

Exhibit 99.1

Magnolia Oil & Gas Corporation Appoints R. Lewis Ropp to its Board of Directors

HOUSTON, TX, January 7, 2025 – Magnolia Oil & Gas Corporation (“Magnolia,” “we,” “our,” or the “Company”) (NYSE: MGY) today announced that its board of directors (the “Board”) has appointed R. Lewis Ropp as an independent director of the Board, effective immediately. Mr. Ropp will serve as a member of the Audit Committee.

“Lewis’s strong background in finance, capital markets, and investment management as well as his experience in oil and gas operations and engineering provide valuable skills to Magnolia’s Board,” said Dan Smith, Chairman of the Board. “We look forward to Lewis joining our Board and sharing his unique perspective gained from having worked in management positions in both the oil service industry and for a major integrated oil company, as well as his expertise in safety and environmental compliance in the energy industry.”

Mr. Ropp is a retired Senior Managing Director and Senior Equity Partner of Barrow Hanley Global Investors, a diversified investment management firm (“Barrow Hanley”), where he served as a Lead Equity Portfolio Manager involved in strategy, new business development, marketing, and client service, from October 2001 until June 2024. Before Barrow Hanley, Mr. Ropp was a research analyst covering exploration and production companies at Howard, Weil, Labouisse, Freidrichs, Inc., and at Frost Securities, Inc. Mr. Ropp began his career in 1981 in the oil and gas industry as an operations manager at The Hargett Companies (later acquired by Weatherford, Inc.) and as an associate project engineer at Baker Hughes Company. He was a process team leader at Shell Oil Company from 1990 to 1997 where he oversaw field development, evaluation, well stimulation and workover, economics, and completion design.

Mr. Ropp has served on the advisory board of Gasology LLC, a private equity-backed energy technology company, since 2024. He previously served on the board of trustees of SAMS, USA from 2007 to 2024, on the board of directors of Leukemia Texas from 2009 to 2024, and on the board of Texas Water Mission from 2010 to 2016. Mr. Ropp received a Bachelor of General Studies in 1982 and a Bachelor of Science in Mechanical Engineering in 1990, both from the University of Louisiana, and a Master of Science in Engineering in 1995 and a Master of Business Administration in 1997, both from Tulane University.

About Magnolia Oil & Gas Corporation

Magnolia (MGY) is a publicly traded oil and gas exploration and production company with operations primarily in South Texas in the core of the Eagle Ford Shale and Austin Chalk formations. Magnolia focuses on generating value for shareholders by delivering steady, moderate annual production growth resulting from its disciplined and efficient philosophy toward capital spending. The Company strives to generate high pre-tax margins and consistent free cash flow allowing for strong cash returns to our shareholders. For more information, visit www.magnoliaoilgas.com.

Contacts for Magnolia Oil & Gas Corporation

Investors

Media

Tom Fitter

Art Pike

(713) 331-4802

(713) 842-9057

tfitter@mgyoil.com

apike@mgyoil.com


v3.24.4
Document and Entity Information
Jan. 07, 2025
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date Jan. 07, 2025
Entity Registrant Name Magnolia Oil & Gas Corporation
Entity Incorporation, State or Country Code DE
Entity File Number 001-38083
Entity Tax Identification Number 81-5365682
Entity Address, Address Line One Nine Greenway Plaza
Entity Address, Adress Line Two Suite 1300
Entity Address, City or Town Houston
Entity Address State Or Province TX
Entity Address, Postal Zip Code 77046
City Area Code 713
Local Phone Number 842-9050
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock
Trading Symbol MGY
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001698990
Amendment Flag false

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