Texas Pacific Land Corp

1. 1

   Election of nine (9) members of the Board of Directors

   ManagementBoard: FOR

   Elect Rhys J. Best, General Donald G. Cook, Peter Doyle, Barbara J. Duganier, Donna E. Epps, Tyler Glover, Karl F. Kurz, Robert Roosa, and Marguerite Woung-Chapman to serve until the 2027 annual meeting of stockholders.

2. 2

   Non-binding advisory vote on executive compensation

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the executive compensation paid to the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   Proposal 2 asks stockholders to approve the compensation paid to the Company’s named executive officers through a non-binding advisory vote. The resolution covers overall executive compensation rather than any single pay element. Management is seeking approval under Section 14A(a)(1) of the Exchange Act and emphasizes that the vote will provide stockholder input for future compensation decisions. The Company describes its program as consisting principally of base salary, annual cash incentives, and long-term equity awards. The long-term program uses performance share units tied to relative total stockholder return and cumulative free cash flow per diluted share, together with time-based restricted stock units. The Company states that its 2025 program was designed to align executive interests with stockholders, tie meaningful compensation to financial and stock-price performance, encourage retention, and avoid excessive risk-taking. Approximately 86% of votes cast at the 2025 annual meeting approved the prior year’s executive compensation program, which the Compensation Committee viewed as support for continuing the overall structure. The Company also conducted stockholder outreach and reported that respondents generally did not seek significant changes, though some favored enhanced disclosure and a greater proportion of performance-based equity. The Board recommends a vote FOR because it considers the 2025 compensation reasonable, appropriate, and aligned with Company performance, while acknowledging that the vote is advisory and not binding.

3. 3

   Ratification of the appointment of Deloitte & Touche LLP

   ManagementBoard: FOR

   Ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

4. 4

   Approval of the redomestication of the Company from Delaware to Texas by conversion

   ManagementBoard: FOR

   Approve the conversion of Texas Pacific Land Corporation from a Delaware corporation into a Texas corporation, including the Plan of Conversion, Texas Certificate of Formation, Texas Bylaws, and related Board resolutions.

   More detail

   Proposal 4 asks stockholders to approve the Company’s conversion from a Delaware corporation into a Texas corporation. Approval also covers the Plan of Conversion, the proposed Texas Certificate of Formation, the proposed Texas Bylaws, and the related Board resolutions. The Company would continue under the same name, with the same business, headquarters, management, employees, assets, liabilities, stock exchange listings, and common-stock share count. Each outstanding Delaware share would automatically become one Texas share, and existing certificates and book-entry positions would remain valid. Management argues that Texas is the Company’s historical and operational home, with virtually all land holdings, headquarters, employees, and business activity located there. The Board also cites recent Texas legal amendments, including codification of the business judgment rule, director and officer protections, the Texas Business Court, an exclusive forum provision, and a jury-trial waiver as potential sources of greater predictability and reduced litigation expense. The Company expects to eliminate approximately $200,000 in annual Delaware franchise taxes and may obtain further savings from lower litigation and insurance costs. The proposal could materially change stockholder litigation rights and the governing legal framework, including derivative-demand rules, books-and-records access, indemnification, appraisal rights, and forum selection, although the Board characterizes overall economic and voting rights as reasonably comparable. The Board acknowledges risks, including loss of Delaware’s extensive case law, uncertainty surrounding the newer Texas Business Court, possible stockholder litigation, transaction costs, and criticism that the move could have anti-takeover or management-protection effects. The Board unanimously recommends a vote FOR, concluding after extensive deliberation that the Texas Redomestication is in the best interests of the Company and its stockholders.

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When is the Texas Pacific Land Corp 2026 annual meeting?

Texas Pacific Land Corp (TPL) holds its 2026 annual shareholder meeting on Thursday, November 5, 2026.

What is the record date for the Texas Pacific Land Corp 2026 meeting?

The record date for the Texas Pacific Land Corp 2026 meeting is Thursday, September 10, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Texas Pacific Land Corp's 2026 meeting?

The board is presenting 9 director nominees at the Texas Pacific Land Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Texas Pacific Land Corp 2026 meeting?

Shareholders will vote on 4 proposals at the Texas Pacific Land Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.