01—Abstract
Summary
Summary of the 8-K filed September 16, 2026. Cited figures are marked; the original filing is the authoritative source.
Viper Energy, Inc. (VNOM) filed a Form 8-K on September 16, 2026 under Item 5.02 to report a board change.
On September 15, 2026, the Board of Directors increased its size by one director, bringing the full Board to nine directors, and appointed John Grotzinger as a director. Dr. Grotzinger will serve until the 2027 annual meeting of stockholders and until his successor is elected and qualified, or until his earlier death, resignation, retirement, disqualification or removal. He has not been appointed to any Board committee.
The filing describes Dr. Grotzinger as a geology and planetary science expert with over 40 years of experience. He is a member of the National Academy of Sciences and the Harold Brown Professor of Geology at the California Institute of Technology, a role he has held since 2021. He previously served as Division Chair of Geological and Planetary Sciences at Caltech from 2014 to 2024 and as Chief Scientist of NASA's Mars Science Laboratory Curiosity rover mission from 2007 to 2014.
He has also served on the Halliburton Labs advisory board since 2020 and on the Shell Science Advisory Board from 2014 to 2019. As a non-employee director, Dr. Grotzinger will be compensated under the company's non-employee director compensation program, as disclosed in the proxy statement filed April 8, 2026, and will receive a pro-rated annual restricted stock unit award for his partial year of service.
The company has also entered into an indemnification agreement with him, in the same form used with the other directors. The filing states there are no arrangements under which he was selected as a director and no related-person transactions requiring disclosure under Item 404(a) of Regulation S-K.
02—Key points
Key Highlights
- Board expanded by one seat to nine directors following the appointment of John Grotzinger, effective with the September 15, 2026 board action.
- Dr. Grotzinger is the Harold Brown Professor of Geology at Caltech (since 2021) and a member of the National Academy of Sciences.
- He previously served as Chief Scientist of NASA's Mars Science Laboratory Curiosity rover mission from 2007 to 2014.
- He has not been assigned to any Board committee.
- Compensation consists of the standard non-employee director program plus a pro-rated annual restricted stock unit award for his partial year of service.
- The company entered into an indemnification agreement with him, identical in form to those with other directors.
- The filing reports no related-person transactions under Item 404(a) of Regulation S-K in connection with the appointment.
03—Questions
Frequently Asked Questions
Who was appointed to Viper Energy's Board of Directors?
John Grotzinger, who the filing describes as having over 40 years of experience in geology, geobiology, and planetary science. He was appointed by the Board on September 15, 2026, and the Board was increased by one seat to nine directors.
How long will Dr. Grotzinger serve as a director?
He will hold office until the 2027 annual meeting of stockholders and until his successor is elected and qualified, or until his earlier death, resignation, retirement, disqualification or removal.
What compensation will the new director receive?
As a non-employee director, he will be paid under the company's non-employee director compensation program, as disclosed in the April 8, 2026 proxy statement. He will also receive a pro-rated annual restricted stock unit award reflecting his partial year of service.
Does the appointment involve any related-party transactions or special selection arrangements?
No. The filing states there are no arrangements between Dr. Grotzinger and any other person under which he was selected as a director, and no transactions requiring disclosure under Item 404(a) of Regulation S-K in connection with the appointment.
What relevant background does Dr. Grotzinger bring to the Board?
He previously chaired the Division of Geological and Planetary Sciences at Caltech (2014 to 2024), served as Chief Scientist of NASA's Mars Science Laboratory Curiosity rover mission (2007 to 2014), and served on the Shell Science Advisory Board (2014 to 2019) and the Halliburton Labs advisory board (since 2020).
04—Continue