01—Abstract
Summary
Summary of the 8-K filed November 12, 2025. Cited figures are marked; the original filing is the authoritative source.
Texas Pacific Land Corporation held its Annual Meeting of Stockholders on November 6, 2025, with 18,923,012 shares of common stock present in person or represented by proxy.
Stockholders elected all nine board nominees to serve until the 2026 Annual Meeting, including Rhys J. Best, Donald G. Cook, Barbara J.
Duganier, Donna E. Epps, Tyler Glover, Karl F. Kurz, Robert Roosa, Murray Stahl, and Marguerite Woung-Chapman.
Each nominee received more votes cast for than against, though the margins varied; for example, Donald G. Cook received 12,335,211 votes for and 1,694,289 against, while Robert Roosa received 13,755,485 for and 325,564 against. Stockholders also approved, on a non-binding advisory basis, the executive compensation of the named executive officers, with 12,114,623 votes for and 1,880,392 against.
They ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, with 18,742,289 votes for and 102,084 against. A non-binding stockholder proposal to reduce the ownership threshold for stockholders to call a special meeting from 25%a to 10% was not approved, receiving 2,180,247 votes for and 11,923,663 against. The filing notes that a more detailed description of the proposals appeared in the Definitive Proxy Statement on Schedule 14A filed September 26, 2025.
02—Key points
Key Highlights
- Annual Meeting held November 6, 2025, with 18,923,012 shares of common stock present in person or by proxy
- All nine board nominees elected to serve until the 2026 Annual Meeting of Stockholders
- Non-binding advisory say-on-pay proposal approved: 12,114,623 votes for versus 1,880,392 against
- Deloitte & Touche LLP ratified as independent registered public accounting firm for fiscal year ending December 31, 2025: 18,742,289 votes for versus 102,084 against
- Non-binding proposal to lower the special meeting call threshold from 25% to 10% did not pass: 2,180,247 for versus 11,923,663 against
- Broker non-votes of 4,763,473 recorded on director election, say-on-pay and special meeting proposals
03—Questions
Frequently Asked Questions
When and where was the Annual Meeting held, and how many shares were represented?
The Annual Meeting of Stockholders was held on November 6, 2025, and 18,923,012 shares of the Company's common stock were present in person or represented by proxy.
Who was elected to the board of directors?
Nine nominees were elected to serve until the 2026 Annual Meeting of Stockholders: Rhys J. Best, Donald G. Cook, Barbara J. Duganier, Donna E. Epps, Tyler Glover, Karl F. Kurz, Robert Roosa, Murray Stahl, and Marguerite Woung-Chapman.
Did stockholders approve the executive compensation of the named executive officers?
Yes. In a non-binding advisory vote, 12,114,623 shares were voted for approval, 1,880,392 against, and 158,547 abstained, with 4,763,473 broker non-votes.
Was the stockholder proposal to lower the special meeting threshold approved?
No. The non-binding proposal to reduce the ownership threshold to call a special stockholder meeting from 25% to 10% received 2,180,247 votes for and 11,923,663 against, with 49,652 abstentions and 4,763,473 broker non-votes.
Which auditor did stockholders ratify for 2025?
Stockholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, with 18,742,289 votes for, 102,084 against, and 72,667 abstentions.
04—Continue