On December 21, 2016, the Board of Directors (the Board) of
Matador Resources Company (the Company) amended the Amended and
Restated Bylaws of the Company (as so amended, the Bylaws) to
implement a majority voting standard in uncontested director
elections (the Amendment). to the Bylaws, in an election of
directors at a meeting of shareholders at which a quorum is
present, (i) if the number of nominees exceeds the number of
directors to be elected (a contested election), directors shall
be elected by a plurality of the votes cast by the holders of
shares present in person or represented by proxy and entitled to
vote on the election of directors at such meeting and (ii) in an
election of directors that is not a contested election (an
uncontested election), directors shall be elected by a majority
of the votes cast by the holders of shares present in person or
represented by proxy and entitled to vote on the election of
directors at such meeting. For purposes of the Bylaws, in an
uncontested election, a majority of the votes cast means that the
number of shares voted for a director must exceed the number of
votes cast against that director.

Prior to the adoption of the Amendment, directors were elected by
a plurality of the votes cast, whether or not the election was a
contested election.

The description of the Bylaws set forth above is qualified in its
entirety by reference to the terms of the Bylaws, a copy of which
is filed as Exhibit 3.1 to this Current Report on Form 8-K and is
incorporated herein by reference.

In connection with the Amendment referred to in Item 5.03 above,
the Board approved and adopted an amendment to the Companys
Corporate Governance Guidelines (as amended, the Guidelines) on
December 21, 2016 to implement a resignation policy for directors
who fail to receive the required number of votes in an
uncontested election in accordance with the Bylaws.

The Guidelines are available on the Companys website,
www.matadorresources.com, on the Corporate Governance page under
the Investors tab. Documents and information on the Companys
website are not incorporated by reference herein.

(d) Exhibits