Magnolia Oil & Gas (MGY) Proxy Filing summary

Executive summary

• Achieved a 10% reduction in lease operating expenses per barrel of oil equivalent in 2024, surpassing cost reduction targets.

• Annual total company production grew 9%, with oil production up 11% and Giddings asset production up 16%.

• Generated $430 million in free cash flow, returning 88% ($378 million) to stockholders via dividends and share repurchases.

• Ended 2024 with $260 million in cash and $400 million in long-term debt, maintaining a strong balance sheet.

• Focused on safety, environmental stewardship, workforce development, and enhanced ESG disclosures.

Voting matters and shareholder proposals

• Election of eight directors for a one-year term.

• Advisory vote on executive compensation (say-on-pay) and on the frequency of future say-on-pay votes (recommended annually).

• Ratification of KPMG LLP as independent auditor for 2025.

Board of directors and corporate governance

• Board consists of eight nominees with diverse backgrounds in energy, finance, government, and academia.

• Seven of eight directors are independent; an independent director serves as Chairman.

• Board committees (Audit, Compensation, Governance) are fully independent.

• Board refreshment: 50% of directors added since 2022, with recent additions bringing expertise in E&P, finance, and capital markets.

• Annual self-evaluations and active stockholder engagement, meeting with holders of over 60% of shares in 2024.