UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Item 5.07 |
Submission of Matters to a Vote of Security Holders.
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At the 2022 annual meeting of stockholders (the “Annual Meeting”) of Texas Pacific Land Corporation (the “Company”) that was convened on November 16, 2022, the stockholders of the Company voted on ten proposals.
The Annual Meeting was adjourned with respect to Proposal 4, a proposal to approve an amendment to the Company’s Certificate of Incorporation increasing the authorized shares of common stock from 7,756,156 shares to 46,536,936 shares, in order to provide the Company with time to resolve its disagreement with certain stockholders over their voting commitments pursuant to their stockholders’ agreement with the Company. The Annual Meeting will be reconvened on February 14, 2023 at 10:30 a.m. Central time at the Company’s offices located at 1700 Pacific Avenue, Suite 2900, Dallas, Texas 75201.
Each stockholder of record is entitled to one vote per share of common stock. On September 22, 2022, the record date for the Annual Meeting (the “Record Date”), there were 7,710,932 issued and outstanding shares of common stock. Present at the Annual Meeting in person or by proxy were holders of 6,633,537 shares of common stock or 86.02% of the voting power entitled to vote at the Annual Meeting as of the Record Date, constituting a quorum.
The Inspector of Election issued its final report, which certified final voting results with respect to all proposals voted upon at the Annual Meeting other than Proposal 4. Set forth below are the final voting results, as provided by the Inspector of Election:
Proposal 1:
To elect four (4) Class II members of the Company’s Board of Directors to serve until the 2025 Annual Meeting of Stockholders (or until successors are elected or directors resign or are removed).
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||
| Rhys J. Best | 4,692,006 | 873,898 | 96,477 | 971,156 | ||||||||||||
| Donald G. Cook | 3,519,576 | 2,084,963 | 57,842 | 971,156 | ||||||||||||
| Donna E. Epps | 4,537,444 | 1,064,970 | 59,967 | 971,156 | ||||||||||||
| Eric L. Oliver | 5,332,389 | 292,114 | 37,878 | 971,156 | ||||||||||||
Proposal 2:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||
| To approve, by advisory non-binding vote, executive compensation. | 3,805,062 | 1,519,062 | 338,261 | 971,156 | ||||||||||||
Proposal 3:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||
| To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation providing for the declassification of the Board. | 5,145,043 | 189,237 | 328,101 | 971,156 | ||||||||||||
Proposal 5:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||
| To ratify the appointment of Deloitte & Touche LLP as our independent auditors for the fiscal year ending December 31, 2022. | 6,556,453 | 45,321 | 31,763 | 0 | ||||||||||||
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Proposal 6:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||
| To consider a non-binding stockholder proposal regarding the stockholders’ right to call for a special meeting. | 1,722,246 | 3,908,265 | 31,870 | 971,156 | ||||||||||||
Proposal 7:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||
| To consider a non-binding stockholder proposal regarding hiring an investment banker in connection with the evaluation of a potential spinoff. | 1,179,368 | 4,394,928 | 88,085 | 971,156 | ||||||||||||
Proposal 8:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||
| To consider a non-binding stockholder proposal regarding the release of all remaining obligations of the stockholders’ agreement between the Company and certain stockholders. | 1,650,305 | 3,959,493 | 52,583 | 971,156 | ||||||||||||
Proposal 9:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||
| To consider a non-binding stockholder proposal regarding the stockholders’ right to act by written consent. | 2,953,574 | 2,637,404 | 71,403 | 971,156 | ||||||||||||
Proposal 10:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||
| To consider a non-binding stockholder proposal regarding director election and resignation policy. | 1,613,923 | 3,729,448 | 319,010 | 971,156 | ||||||||||||
No other matters were properly presented for consideration or stockholder action at the Annual Meeting.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Corporation has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| TEXAS PACIFIC LAND CORPORATION | ||
| Date: November 18, 2022 | By: | /s/ Micheal W. Dobbs |
| Micheal W. Dobbs | ||
| SVP and General Counsel | ||
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