01—Abstract
Summary
Summary of the 8-K filed May 19, 2026. Cited figures are marked; the original filing is the authoritative source.
Viper Energy, Inc. filed a Second Amended and Restated Certificate of Incorporation on May 19, 2026.
The filing states that stockholders approved it at the Company's 2026 Annual Meeting of Stockholders, held the same day at the Petroleum Club of Midland in Midland, Texas. The principal governance change lets stockholders holding at least 20%a of the voting power, determined on a net long basis, continuously for at least one year, call special meetings of stockholders. The filing describes the other changes as immaterial.
At the meeting, stockholders re-elected eight directors (Laurie H. Argo, Spencer D. Armour III, Frank C.
Hu, W. Wesley Perry, James L. Rubin, Travis D.
Stice, Kaes Van't Hof and Steven E. West) to serve until the 2027 Annual Meeting. Stockholders approved, on an advisory basis, the compensation of the named executive officers, with 276,982,537 votes for and 42,274,219 against.
They also ratified Grant Thornton LLP as independent auditor for the fiscal year ending December 31, 2026, with 333,814,077 votes for and 367,121 against. The filing lists the amended certificate of incorporation as Exhibit 3.1 and the Inline XBRL cover page as Exhibit 104. Its vote tallies are the only financial-related details it reports.
02—Key points
Key Highlights
- Filed a Second Amended and Restated Certificate of Incorporation on May 19, 2026, approved by stockholders at the 2026 Annual Meeting.
- New provision allows stockholders holding at least 20% of the voting power, on a net long basis, held continuously for at least one year, to call special meetings.
- Proposal 4 (special meeting amendment) received 301,976,161 votes for, 17,401,754 against, 328,916 abstentions and 14,747,090 non-votes.
- All eight director nominees were elected to serve until the 2027 Annual Meeting; Proposal 1 vote tallies are reported individually in the filing.
- Advisory say-on-pay proposal passed with 276,982,537 votes for and 42,274,219 against, plus 450,075 abstentions.
- Stockholders ratified Grant Thornton LLP as independent auditor for fiscal 2026 with 333,814,077 votes for and 367,121 against.
- The filing describes the other charter changes as immaterial, and the full terms are in Exhibit 3.1.
03—Questions
Frequently Asked Questions
What is the main change to Viper Energy's governing documents?
The amended certificate of incorporation allows stockholders holding at least 20% of the voting power, determined on a net long basis and held continuously for at least one year, to call special meetings of stockholders. The filing describes the other changes as immaterial.
Did stockholders approve the charter amendment?
Yes. The filing states that stockholders approved the Second Amended and Restated Certificate of Incorporation, and Proposal 4 passed with 301,976,161 votes for and 17,401,754 against.
Who was elected to the board and for how long?
Eight directors were elected to continue serving until the 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified: Laurie H. Argo, Spencer D. Armour III, Frank C. Hu, W. Wesley Perry, James L. Rubin, Travis D. Stice, Kaes Van't Hof and Steven E. West.
How did stockholders vote on executive compensation and the auditor?
Stockholders approved the named executive officers' compensation on an advisory basis, with 276,982,537 votes for, 42,274,219 against and 450,075 abstentions. They also ratified Grant Thornton LLP as independent auditor for the fiscal year ending December 31, 2026, with 333,814,077 votes for and 367,121 against.
04—Continue