UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) June 24, 2016
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Matador Resources Company
(Exact name of registrant as specified in its charter)
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Texas | 001-35410 | 27-4662601 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
5400 LBJ Freeway, Suite 1500, Dallas, Texas | 75240 | |
(Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (972) 371-5200
Not Applicable
(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 24, 2016, the Board of Directors (the “Board”) of Matador Resources Company (the “Company”) increased the size of the Board and appointed two new directors, William M. Byerley and Joe A. Davis.
Mr. Byerley retired as a partner of PricewaterhouseCoopers (PwC) in 2014, having joined the firm in 1976 and becoming a partner in 1988. Mr. Byerley was appointed by the Board to serve as a director until the 2017 Annual Meeting of Shareholders or his earlier death, retirement, resignation or removal. He was also appointed by the Board to serve on the Audit and Corporate Governance Committees.
Mr. Davis retired as Executive Vice President, General Counsel and Secretary of EnLink Midstream, LLC (NYSE: ENLC) and EnLink Midstream Partners, LP (NYSE: ENLK) in 2014. Before joining EnLink’s predecessor in 2005, Mr. Davis was a partner and served on the executive committee of the international law firm of Hunton & Williams LLP, where he specialized in energy and utilities law. Mr. Davis was appointed by the Board to serve as a director until the 2017 Annual Meeting of Shareholders or his earlier death, retirement, resignation or removal. He was also appointed by the Board to serve on the Corporate Governance and Compensation Committees.
Messrs. Byerley and Davis will be compensated according to the director compensation program described in the Director Compensation section of the Company’s Proxy Statement for the Annual Meeting of Shareholders held on June 9, 2016 filed on April 28, 2016 and incorporated herein by reference. They will also each enter into an indemnification agreement with the Company in the form included as Exhibit 10.22 to Amendment No. 1 to the Registration Statement on Form S-1 filed on November 14, 2011 and incorporated herein by reference. Neither Mr. Byerley nor Mr. Davis have any direct or indirect interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01 | Regulation FD Disclosure. |
On June 27, 2016, the Company issued a press release announcing the addition of Messrs. Byerley and Davis as members of the Board (the “Press Release”). A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report. The Press Release is incorporated by reference into this Item 7.01, and the foregoing description of the Press Release is qualified in its entirety by reference to this exhibit.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. | Description of Exhibit | ||
99.1 | Press Release, dated June 27, 2016. | ||
SIGNATURE
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.
MATADOR RESOURCES COMPANY | ||||||
Date: June 27, 2016 | By: | /s/ Craig N. Adams | ||||
Name: | Craig N. Adams | |||||
Title: | Executive Vice President | |||||
Exhibit Index
Exhibit No. | Description of Exhibit | ||
99.1 | Press Release, dated June 27, 2016. | ||
Exhibit 99.1
MATADOR RESOURCES COMPANY ANNOUNCES ADDITION OF NEW DIRECTORS
DALLAS, Texas, June 27, 2016 -- Matador Resources Company (NYSE: MTDR) (“Matador” or the “Company”), an independent energy company engaged in the exploration, development, production and acquisition of oil and natural gas resources, with an emphasis on oil and natural gas shale and other unconventional plays and with a current focus on its Delaware Basin operations in Southeast New Mexico and West Texas, today announced an increase in the size of its Board of Directors and the appointment of two new directors.
The Company is pleased to announce the addition of Mr. William M. Byerley to its Board of Directors. Mr. Byerley retired in June 2014 as a partner with PricewaterhouseCoopers (PwC), having joined the firm in 1976 and becoming a partner in 1988. As an assurance partner for PwC, Mr. Byerley almost exclusively served energy and energy-related clients across the industry, from exploration and production companies to midstream entities, with clients ranging in size from large public companies to small, privately-held companies. He holds a Bachelor of Business Administration degree and a Master of Business Administration degree from Southern Methodist University. Mr. Byerley has been appointed by the Board to serve on the Audit and Corporate Governance Committees.
The Company is also pleased to announce the addition of Mr. Joe A. Davis to its Board of Directors. Mr. Davis served as Executive Vice President, General Counsel and Secretary of EnLink Midstream, LLC (NYSE: ENLC) and EnLink Midstream Partners, LP (NYSE: ENLK) and their predecessor entities from 2005 until his retirement in 2014. Before joining EnLink, Mr. Davis was a partner and served on the executive committee of the international law firm of Hunton & Williams LLP, where he specialized in energy and utilities law. He holds a Bachelor of Science degree in Business and Public Administration from the University of Texas at Dallas and a law degree from Baylor Law School. Mr. Davis has been appointed by the Board to serve on the Corporate Governance and Compensation Committees.
About Matador Resources Company
Matador is an independent energy company engaged in the exploration, development, production and acquisition of oil and natural gas resources in the United States, with an emphasis on oil and natural gas shale and other unconventional plays. Its current operations are focused primarily on the oil and liquids-rich portion of the Wolfcamp and Bone Spring plays in the Delaware Basin in Southeast New Mexico and West Texas. Matador also operates in the Eagle Ford shale play in South Texas and the Haynesville shale and Cotton Valley plays in Northwest Louisiana and East Texas.
For more information, visit Matador Resources Company at www.matadorresources.com.
Contact Information
Mac Schmitz
Capital Markets Coordinator
(972) 371-5225
mschmitz@matadorresources.com