01—Abstract
Summary
Summary of the 8-K/A filed February 28, 2024. Cited figures are marked; the original filing is the authoritative source.
Texas Pacific Land Corporation filed this Amendment No. 1 to its May 18, 2023 Form 8-K to update the voting results for Proposal 4 at its 2022 Annual Meeting.
Proposal 4 sought to amend the Certificate of Incorporation to increase authorized common stock from 7,756,156 shares to 46,536,936 shares. The Company's earlier disclosure reported the results of that vote. The filing states that on February 27, 2024, the Company disclosed that the Delaware Supreme Court affirmed the December 1, 2023 Court of Chancery ruling in the Company's favor in its litigation with Horizon Kinetics LLC, Horizon Kinetics Asset Management LLC, SoftVest Advisors, LLC and SoftVest, L.P.
(the "Investor Group"). Under the June 2020 Stockholders' Agreement, the ruling holds that the Investor Group should have voted with the Board's recommendation on Proposal 4. The 1,587,902 shares then held by the Investor Group are therefore deemed voted for Proposal 4, and the Company's stockholders are deemed to have approved the proposal.
The reconvened meeting was held on May 18, 2023, solely for Proposal 4. The meeting had originally been convened on November 16, 2022, and the record date was September 22, 2022, when 7,710,932 shares of common stock were outstanding. The updated tally reported in the filing is 4,106,683 votes for, 2,571,005 votes against, 34,090 abstentions and zero broker non-votes.
The filing was signed on February 28, 2024 by Micheal W. Dobbs, SVP, General Counsel and Secretary.
02—Key points
Key Highlights
- Amendment No. 1 updates the Proposal 4 voting results from the Company's May 18, 2023 Form 8-K to reflect a court ruling.
- Proposal 4 sought to increase authorized common stock from 7,756,156 shares to 46,536,936 shares.
- The Delaware Supreme Court affirmed the December 1, 2023 Court of Chancery ruling in favor of the Company in its litigation with the Investor Group, disclosed February 27, 2024.
- Under the June 2020 Stockholders' Agreement, the 1,587,902 shares held by the Investor Group are deemed voted for Proposal 4, and the proposal is deemed approved by stockholders.
- Updated tally: 4,106,683 votes for, 2,571,005 votes against, 34,090 abstentions and zero broker non-votes.
- The reconvened meeting was held May 18, 2023 at 10:30 a.m. Central time, after the 2022 Annual Meeting was first convened on November 16, 2022.
- The record date was September 22, 2022, when 7,710,932 shares of common stock were issued and outstanding.
03—Questions
Frequently Asked Questions
What does this amendment change?
It updates the voting results for Proposal 4, the proposal to increase authorized common stock from 7,756,156 to 46,536,936 shares, to give effect to the court ruling that the Investor Group's 1,587,902 shares are deemed voted for the proposal.
What was the court ruling about?
The Delaware Supreme Court affirmed the December 1, 2023 Court of Chancery ruling in favor of the Company. The ruling holds that under the June 2020 Stockholders' Agreement, the Investor Group should have voted with the Board's recommendation on Proposal 4 at the 2022 Annual Meeting.
Was Proposal 4 approved?
Yes. The filing states that, because the Investor Group's shares are deemed voted for Proposal 4, the proposal is deemed approved by the Company's stockholders.
Who signed the filing and when?
Micheal W. Dobbs, SVP, General Counsel and Secretary, signed on behalf of Texas Pacific Land Corporation, with a date of February 28, 2024.
04—Continue