Independent
Tenure on this board
3.7 yrs
7 nominees · 1 ballot item.
Approve reincorporation of the Company from Delaware to Texas by conversion, including adoption of the Plan of Conversion and Texas governing documents.
Approve the Texas Reincorporation: convert Granite Ridge from a Delaware corporation to a Texas corporation, including approval of the Plan of Conversion and adoption of the Texas Certificate of Formation and Texas Bylaws; each outstanding Delaware share will convert into one Texas share; no change in ticker or economic rights.
This management proposal seeks shareholder approval to convert Granite Ridge Resources, Inc. from a Delaware corporation to a Texas corporation via a statutory conversion under Delaware and Texas law. Management and an independent Special Committee concluded the move aligns the Company’s legal domicile with its operational footprint in Texas, leverages recent Texas statutory reforms (including codification of the business judgment rule and the Texas Business Court) to increase predictability and potentially insulate against opportunistic litigation, and may modestly reduce costs (notably eliminating Delaware franchise tax obligations). The Plan of Conversion preserves economic rights (one Delaware share converts into one Texas share), retains NYSE listing and ticker, and does not change headquarters, management, operations, or employment. The proposed Texas Charter and Bylaws adopt certain Texas-specific governance provisions: a 3% ownership threshold for derivative suits, a 50% threshold for calling special meetings, exclusive forum selection in Texas Business Court, and stock ownership requirements for shareholder proposals if and when the TBOC permits. The Board and the Special Committee both unanimously recommended the Proposal. Detractors may raise concerns about the limits on derivative litigation, exclusive forum choice, and heightened ownership thresholds for shareholder proposals and special meetings; proxy advisors may scrutinize these governance trade-offs. Approval requires a majority of outstanding shares; abstentions count as votes against. The board recommends a FOR vote, citing alignment, legal predictability, and litigation risk reduction as key rationales.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Grey Rock Energy Management, LLC | 41.9% | 55,265,968 | $324M |
| 2 | HAMILTON LANE ADVISORS LLC | 5.6% | 7,387,888 | $43M |
| 3 | Utah Retirement Systems | 4.0% | 5,243,683 | $31M |
| 4 | Georgetown University | 2.4% | 3,183,114 | $19M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 2.4% | 3,128,347 | $18M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 2.3% | 3,083,172 | $18M |
| 7 | AMERICAN CENTURY COMPANIES INC | 2.3% | 2,998,102 | $18M |
| 8 | BlackRock, Inc. | 1.6% | 2,084,111 | $12M |
| 9 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.1% | 1,475,852 | $9M |
| 10 | BlackRock, Inc. | 1.1% | 1,449,919 | $9M |
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