UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 18, 2023, at 10:30 a.m. Central time, Texas Pacific Land Corporation (the "Company") reconvened its 2022 annual meeting of stockholders (the “2022 Annual Meeting”), which was initially convened on November 16, 2022.
The 2022 Annual Meeting had been adjourned solely with respect to Proposal 4, a proposal to approve an amendment to the Company’s Certificate of Incorporation increasing the authorized shares of common stock from 7,756,156 shares to 46,536,936 shares, (“Proposal 4”) in order to provide the Company with time to resolve its disagreement with Horizon Kinetics LLC, Horizon Kinetics Asset Management LLC, SoftVest Advisors LLC, and SoftVest, L.P. (the “Investor Group”) over their voting commitments pursuant to their stockholders’ agreement with the Company, which is the subject of the previously disclosed action entitled Texas Pacific Land Corp. v. Horizon Kinetics LLC, No. 2022-1066-JTL (Del. Ch.) (the “Delaware Action”).
Each stockholder of record is entitled to one vote per share of common stock. As of the close of business on September 22, 2022, the record date for the 2022 Annual Meeting, there were 7,710,932 issued and outstanding shares of common stock.
Set forth below are the voting results on Proposal 4, as provided by the Inspector of Election:
Votes For | Votes Against | Abstentions | Broker Non- Votes |
||||||
Proposal to approve an amendment to the Company’s Certificate of Incorporation increasing the authorized shares of common stock from 7,756,156 shares to 46,536,936 shares. | 2,518,781 | 4,158,907 | 34,090 | 0 |
As of the date of the reconvened 2022 Annual Meeting, the Investor Group has maintained their votes against Proposal 4. If the Investor Group had voted their 1,587,902 shares in support of Proposal 4, as the Company believes they are required to do pursuant to the voting commitments in their stockholders’ agreement with the Company, the proposal would have been approved. The outcome of the Delaware Action may change the aforementioned voting results.
Set forth on Exhibit 99.1 attached hereto, are the vote tallies for Proposal 4, as provided by the Company’s proxy solicitor, as of the beginning of each business day following the initial adjournment of the 2022 Annual Meeting on November 16, 2022.
No other matters were properly presented for consideration or stockholder action at the reconvened 2022 Annual Meeting.
Item 9.01 | Financial Statements and Exhibits |
Exhibits | |
99.1 | Vote Tallies for Proposal 4 |
104 | Inline XBRL for the cover page of this Current Report on Form 8-K |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Corporation has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
TEXAS PACIFIC LAND CORPORATION | ||
Date: May 18, 2023 | By: | /s/ Micheal W. Dobbs |
Micheal W. Dobbs | ||
SVP, General Counsel and Secretary |