Magnolia Oil & Gas (MGY) Proxy filing summary

Executive summary

• Achieved 11% total production growth and 4% oil production growth in 2025, with improved well productivity and operational efficiency, reducing lease operating expenses by 7% to $5.12 per BOE.

• Generated $426.6 million in free cash flow, returning 75% to stockholders via dividends and share repurchases, and completed $67 million in bolt-on acquisitions.

• Maintained a strong balance sheet with $267 million in cash and $400 million in long-term debt, supporting financial flexibility and resilience.

• Continued focus on environmental stewardship, employee development, and community support, highlighted in the 2025 sustainability report.

Voting matters and shareholder proposals

• Proposal 1: Election of eight directors for a one-year term; Board recommends voting FOR each nominee.

• Proposal 2: Advisory, non-binding say-on-pay vote on executive compensation for 2025; Board recommends FOR.

• Proposal 3: Ratification of KPMG LLP as independent auditor for 2026; Board recommends FOR.

• Only holders of record as of March 9, 2026, are entitled to vote; voting available online, by phone, or mail.

Board of directors and corporate governance

• Board consists of eight directors, 88% independent, with diverse backgrounds and expertise in energy, finance, government, and academia.

• Board leadership structure combines CEO and Chairman roles, with a Lead Independent Director providing oversight.

• All Board committees (Audit, Compensation, Governance) are composed entirely of independent directors.

• Board refreshment: 50% of directors added since 2022, with a focus on diversity and relevant expertise.

• Annual self-evaluations and regular review of governance documents.