Matador Resources Company (MTDR) Proxy filing summary

Executive summary

• Achieved record operational and financial results in 2025, including 20% oil and 23% natural gas production growth, and a 21% increase in average daily oil equivalent production to 207,070 BOE per day.

• Net income reached $759.2 million and Adjusted EBITDA was $2.3 billion, with free cash flow generated in each quarter and a leverage ratio of 1.1x at year-end.

• Increased annual dividend twice in 2025 to $1.50 per share and repurchased 1.35 million shares for $55.8 million.

• Expanded Delaware Basin acreage by acquiring 17,500 net acres through 690 transactions, resulting in a 9% increase in proved reserves to 667 MMBOE.

• Maintained strong shareholder alignment, with directors and executive officers making over 100 stock purchases and zero sales in the past five years.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of three director nominees, (2) advisory approval of executive compensation, (3) ratification of KPMG LLP as independent auditor for 2026, and (4) other business as may arise.

• Board recommends voting FOR all proposals.

• Majority voting standard applies for uncontested director elections; directors must tender resignation if not elected by majority.

Board of directors and corporate governance

• Board consists of 10 members divided into three classes, with eight classified as independent under SEC and NYSE rules.

• Board leadership includes a combined Chairman/CEO, a lead independent director, and a deputy lead independent director.

• Board committees include Audit, Executive, Nominating and Corporate Governance, and Strategic Planning and Compensation, plus advisory committees for specialized oversight.

• Annual board and committee evaluations are conducted, and all directors attended at least 75% of meetings in 2025.