Matador Resources Company (MTDR) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 12, 2025, with shareholders voting on director elections, executive compensation, and auditor ratification.

• 2024 marked record operational and financial results, including a major acquisition and increased dividend.

• Key transactions included the $1.8 billion Ameredev acquisition and the Pronto midstream transaction.

• Significant production growth: oil up 33%, natural gas up 26%, and average daily production up 30%.

• Ended 2024 with $1.6 billion in liquidity and a leverage ratio of 1.05x.

Voting matters and shareholder proposals

• Shareholders will vote on four director nominees, an advisory say-on-pay vote, and ratification of KPMG LLP as auditor.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by December 29, 2025.

Board of directors and corporate governance

• Board consists of 11 members, divided into three classes, with nine deemed independent.

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

• Five standing committees: Audit, ESG, Executive, Nominating, and Compensation, plus several advisory committees.

• Annual board and committee evaluations are conducted.