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    Magnolia Oil & Gas Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    5/8/26 4:07:59 PM ET
    $MGY
    Oil & Gas Production
    Energy
    Get the next $MGY alert in real time by email
    Magnolia Oil & Gas Corp_May 8, 2026
    0001698990false00016989902026-05-082026-05-08

    ​

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549

    FORM 8-K

    CURRENT REPORT

    Pursuant to Section 13 or 15(d)

    of the Securities Exchange Act of 1934

    Date of report (Date of earliest event reported): May 8, 2026

    ​

    ​

    ​

    Magnolia Oil & Gas Corporation

    (Exact name of registrant as specified in its charter)

    ​

    ​

    ​

    Delaware

    001-38083

    81-5365682

    (State or other jurisdiction
    of incorporation)

    (Commission
    File Number)

    (I.R.S. Employer
    Identification Number)

    ​

    ​

    ​

    ​

    Nine Greenway Plaza, Suite 1300

    Houston, Texas 77046

    ​

    (Address of principal executive offices, including zip code)

    ​

    ​

    ​

    ​

    (713) 842-9050

    ​

    (Registrant’s telephone number, including area code)

    ​

    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:

    ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

    ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

    ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

    ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    ​

    ​

    ​

    ​

    ​

    ​

    Securities registered pursuant to section 12(b) of the Act:

    ​

    ​

    ​

    Title of each class

    Trading Symbol(s)

    Name of each exchange on which registered

    Class A Common Stock, par value $0.0001 Per Share

    MGY

    New York Stock Exchange

    ​

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

    Emerging growth company ☐

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

    ​

    Item 5.07

    Submission of Matters to a Vote of Security Holders.

    (a)Magnolia Oil & Gas Corporation (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on May 8, 2026.

    ​

    (b)The following actions were taken at the Annual Meeting, for which proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, and the final number of votes cast for, votes withheld or cast against, abstentions and broker non-votes for each proposal is set forth below:

    1.  Each of the eight (8) nominees for director was elected to serve a one (1) year term, commencing on the date of the Annual Meeting. The final voting results were as follows:

    ​

    ​

    ​

    Nominees

    For

    Withheld

    Broker Non-Votes

    Christopher G. Stavros

    172,835,380

    2,812,423

    3,800,061

    Dan F. Smith

    170,323,036

    5,324,767

    3,800,061

    Arcilia C. Acosta

    159,322,189

    16,325,614

    3,800,061

    Edward P. Djerejian

    170,064,029

    5,583,774

    3,800,061

    David M. Khani

    174,592,767

    1,055,036

    3,800,061

    James R. Larson

    168,811,411

    6,836,392

    3,800,061

    R. Lewis Ropp

    174,593,907

    1,053,896

    3,800,061

    Shandell M. Szabo

    174,593,837

    1,053,966

    3,800,061

    ​

    2.  The stockholders approved an advisory, non-binding resolution regarding the compensation of the Company’s named executive officers for 2025 (the “say-on-pay vote”). The final voting results were as follows:

    For

    Against

    Abstentions

    Broker Non-Votes

    172,184,401

    3,156,663

    306,739

    3,800,061

    ​

    ​

    3.  The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year was ratified. The final voting results were as follows:

    For

    Against

    Abstentions

    Broker Non-Votes

    178,579,318

    589,404

    279,142

    n/a

    ​

    ​

    2

    SIGNATURES

    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.

    ​

    ​

    ​

    ​

    ​

    MAGNOLIA OIL & GAS CORPORATION

    ​

    ​

    ​

    ​

    Date: May 8, 2026

    By:       /s/ Timothy D. Yang

    ​

    Name:  Timothy D. Yang

    ​

    Title:    Executive Vice President, Chief Legal and Commercial Officer, Corporate Secretary and Land

    ​

    ​

    ​

    ​

    ​

    ​

    3

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