UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 5, 2025, the Board of Directors of Texas Pacific Land Corporation (the “Company”) approved and adopted the Fourth Amended and Restated Bylaws of the Company (the “Fourth Amended and Restated Bylaws”), which became effective upon approval, to implement a proxy access right, as well as to make certain conforming, clarifying, administrative and other non-substantive changes.
Pursuant to the Fourth Amended and Restated Bylaws, a stockholder, or a group of up to 20 stockholders, who has continuously owned at least 3% of the Company’s outstanding common stock for at least three consecutive years, may nominate the greater of two or 25% of the number of directors in office as of the last day on which the notice of proxy access nomination (the “Nomination Notice”) may be submitted, if the stockholder(s) and the nominee(s) satisfy the applicable eligibility, procedural, content and notice requirements set forth in the Fourth Amended and Restated Bylaws. Stockholders seeking to have one or more nominees included in the Company’s proxy statement must deliver the Nomination Notice required by the Fourth Amended and Restated Bylaws to the attention of the Secretary of the Corporation not earlier than the close of business on the 150th day before the date of the one year anniversary of the immediately preceding year’s annual meeting, and not later than the close of business on the 120th day before the date of such anniversary; provided, however, that in the event that no annual meeting was held in the previous year or the date of the annual meeting is scheduled for a date that is more than 30 days before or more than 60 days after such anniversary date, to be timely, the Nomination Notice must be received not earlier than the close of business on the 150th day before such annual meeting and not later than the close of business on the later of the 120th day before such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the Company.
The foregoing description of the Fourth Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth Amended and Restated 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Fourth Amended and Restated Bylaws of Texas Pacific Land Corporation. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Texas Pacific Land Corporation | ||
| Date: August 8, 2025 | By: | /s/ Micheal W. Dobbs |
| Name: | Micheal W. Dobbs | |
| Title: | SVP, General Counsel and Secretary |