Independent
Tenure on this board
4.4 yrs
Also a director at
Arcosa Inc (ACA)
9 nominees · 4 ballot items.
Stockholders will vote on the election of nine directors, advisory approval of named executive officer compensation, ratification of Deloitte & Touche LLP as independent auditor, and approval of the Company’s redomestication from Delaware to Texas by conversion.
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.
Approve, on a non-binding advisory basis, the executive compensation paid to the Company’s named executive officers as disclosed in the proxy statement.
Proposal 2 asks stockholders to approve the overall compensation paid to the Company’s named executive officers for fiscal 2025 on a non-binding advisory basis. It is not directed at any individual pay element, but instead covers the compensation program and disclosures presented in the Compensation Discussion and Analysis and related tables. The Board argues that the program is designed to attract, motivate, and retain executives while aligning their financial interests with stockholders. The 2025 program included base salaries, annual cash incentives tied to free cash flow per diluted share, Adjusted EBITDA, and strategic objectives, plus long-term PSUs and RSUs. The Company reports that its 2025 financial performance exceeded target levels on both financial incentive metrics and that strategic objectives were scored at 120% of target. Each named executive officer earned a bonus equal to 123% of target, while at least half of long-term incentive awards were performance-based. The Company also emphasizes stockholder engagement, noting that approximately 86% of votes cast supported the prior year’s executive compensation program and that recent outreach produced no specific requests for major changes. The advisory vote is non-binding, but the Compensation Committee and Board will consider the result when making future compensation decisions. The Board recommends FOR approval because it considers the compensation reasonable, competitive, performance-linked, and aligned with 2025 results.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve the conversion of the Company from a Delaware corporation into a Texas corporation, including the Plan of Conversion, Texas Certificate of Formation, Texas Bylaws, and related Board resolutions.
Proposal 4 asks stockholders to approve converting Texas Pacific Land Corporation 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 Board’s redomestication resolutions. The conversion would preserve the Company’s legal existence, name, business, headquarters, employees, assets, liabilities, contracts, equity awards, and NYSE listing, while changing the governing corporate law from Delaware to Texas. Management emphasizes that the Company has deep and longstanding Texas connections, including its headquarters, operations, workforce, Board activities, and approximately 894,000 acres of land. The Board believes recent Texas legal reforms, including codification of the business judgment rule and creation of a specialized Texas Business Court, may provide greater certainty for strategic decision-making and reduce opportunistic litigation. The proposed Texas governing documents retain several existing governance features, including annual director elections, majority voting for uncontested director elections, proxy access, and a 25% stockholder threshold to call special meetings. The proposal would also establish Texas-based exclusive forum provisions and a jury-trial waiver for specified internal entity claims, which could reduce litigation costs but may constrain stockholder choice of forum and trial format. The Company expects to eliminate approximately $200,000 of annual Delaware franchise taxes and may obtain additional savings from lower litigation expenses or insurance premiums. The Board acknowledges risks, including loss of Delaware’s mature case law, uncertainty regarding the newer Texas Business Court, possible investor criticism, transaction costs, and potential litigation challenging the move. The Board recommends FOR approval because it believes the Texas Redomestication aligns the Company’s legal domicile with its operational home, preserves comparable stockholder rights, enhances predictability, and serves long-term stockholder value.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | HORIZON KINETICS ASSET MANAGEMENT LLC | 14.21% | 9,802,899 | $4.3B |
| 2 | STATE STREET CORP | 5.75% | 3,964,748 | $1.7B |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 5.52% | 3,808,863 | $1.7B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.62% | 3,184,079 | $1.4B |
| 5 | BlackRock, Inc. | 3.62% | 2,499,252 | $1.1B |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.12% | 1,461,954 | $637M |
| 7 | BlackRock, Inc. | 1.73% | 1,192,667 | $522M |
| 8 | FIRST MANHATTAN CO. LLC. | 1.54% | 1,064,741 | $466M |
| 9 | SoftVest Advisors, LLC | 1.54% | 1,062,099 | $465M |
| 10 | Sixth Street Partners Management Company, L.P. | 0.94% | 647,812 | $284M |
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