01—Abstract
Summary
Summary of the 8-K filed November 12, 2024. Cited figures are marked; the original filing is the authoritative source.
Texas Pacific Land Corporation's Form 8-K dated November 12, 2024 reports results from its 2024 Annual Meeting of Stockholders, held November 8, 2024, and a related charter and bylaw change.
Stockholders approved an amendment to the Second Amended and Restated Certificate of Incorporation allowing holders of at least 25%a of outstanding Common Stock to request a special meeting of stockholders, subject to procedures in the Third Amended and Restated Bylaws. The Charter Amendment became effective upon filing with the Delaware Secretary of State on November 12, 2024, and the Board adopted the Third Amended and Restated Bylaws on November 8, 2024, effective the same day. The new bylaws set conditions the Company may use to decline a special meeting request, including non-compliance with procedures, non-proper subject matter, timing windows around the annual meeting, substantially similar business recently presented, and revocations that drop the requesting holders below 25%.
Business at a stockholder-requested special meeting is limited to the purposes stated in the request, though the Board may add matters. At the meeting, all six director nominees were elected, with For votes ranging from 12,705,349 to 13,604,743. Deloitte & Touche LLP was ratified as auditor for fiscal 2024 with 18,680,021 votes for.
The say-on-pay proposal received 12,512,329 votes for and 1,694,784 against. The three non-binding stockholder proposals on clawback policy, written consent, and director renomination each received more votes against than for.
02—Key points
Key Highlights
- Stockholders approved a charter amendment letting holders of at least 25% of Common Stock request a special meeting, effective November 12, 2024.
- The Third Amended and Restated Bylaws, adopted by the Board on November 8, 2024, set detailed request procedures and grounds on which the Company may decline a special meeting.
- Special meeting requests must include business and requesting-holder information similar to what is required for annual meeting nominations or proposals, and holders must maintain 25% ownership through the meeting date.
- All six director nominees were elected to serve until the 2025 Annual Meeting; 4,728,634 broker non-votes were recorded on each director and say-on-pay item.
- Deloitte & Touche LLP was ratified as independent registered public accounting firm for the fiscal year ending December 31, 2024, with 18,680,021 votes for.
- The non-binding say-on-pay proposal received 12,512,329 votes for and 1,694,784 against.
- Three non-binding stockholder proposals on clawback policy, written consent, and director renomination each failed, with more votes against than for.
03—Questions
Frequently Asked Questions
What changed in the Company's governance rights?
Stockholders approved an amendment to the Second Amended and Restated Certificate of Incorporation requiring the Company to call a special meeting upon written request from one or more stockholders owning at least 25% of outstanding Common Stock who meet the bylaw procedures. The amendment took effect on November 12, 2024.
When can the Company decline a special meeting request?
Under the Third Amended and Restated Bylaws, the Company need not call a meeting if requesting holders do not comply with procedures, the business is not a proper subject for stockholder action, the business is not in the written request, notice is received within the period from 90 days before the prior annual meeting anniversary through the next annual meeting's final adjournment, a substantially similar item was presented within 90 days before the notice, the Board has called a meeting within 90 days covering a substantially similar item, or requesting holders revoke requests so they fall below 25%.
How did stockholders vote on the Company's director elections and auditor?
All six nominees were elected, including Barbara J. Duganier, Tyler Glover, Karl F. Kurz, Robert Roosa, Murray Stahl, and Marguerite Woung-Chapman, each with more For than Against votes. Deloitte & Touche LLP was ratified as auditor for fiscal 2024 with 18,680,021 votes for and 176,396 against.
How did stockholders vote on the non-binding executive compensation and stockholder proposals?
The say-on-pay proposal received 12,512,329 votes for, 1,694,784 against, and 146,468 abstentions. The three stockholder proposals on clawback policy, written consent, and director renomination received 2,983,787, 3,853,024, and 2,584,671 votes for, respectively, against 11,210,739, 10,302,830, and 11,654,573 against.
04—Continue