Viper Energy Inc

This proposal requests a non-binding, advisory approval of the Company’s named executive officer compensation as disclosed in the proxy statement. Management seeks this advisory endorsement to confirm stockholder support for its pay-for-performance framework and to inform future compensation decisions; the board and its compensation committee state they will review and consider the voting outcome when setting future pay practices. The Company’s compensation architecture is shaped by its Services and Secondment Agreement with Diamondback (under which most executives are employed and compensated by Diamondback) but Viper’s compensation committee retains authority over equity awards under Viper’s LTIP and has, since 2024, emphasized performance-based restricted stock unit grants tied to relative TSR versus a defined peer group, with an absolute TSR modifier and multi-year vesting to align pay with long-term stockholder returns. The compensation committee also engages an independent consultant (Meridian) and has incorporated stockholder feedback (including a prior ~79.4% say-on-pay approval) into program design. Because many executives are seconded from Diamondback, there is added governance complexity: Diamondback determines base pay and many cash compensation elements while Viper’s committee structures additional equity awards to align incentives with Viper stockholders. The LTIP performance metrics (relative TSR percentile with an absolute TSR modifier and payout collar) concentrate pay outcomes on sustained relative market performance over a three-year period, intending to incentivize long-term value creation while limiting upside in negative absolute TSR scenarios. From an analytical perspective, stockholders should weigh that the advisory vote is non-binding, the interplay between Diamondback’s compensation decisions and Viper’s LTIP, and whether the relative TSR peer group and modifier create robust alignment without encouraging undue risk-taking. The board’s recommendation to vote FOR reflects its view that the compensation program balances retention, performance incentives and alignment with stockholder interests; however, the advisory nature means ongoing engagement and scrutiny of plan design and outcomes will remain important to evaluate actual alignment over time.

Proposal 4 asks stockholders to amend the certificate of incorporation to align it with the bylaws by expressly permitting the Chairman or Board to call a special meeting following a request from one or more stockholders who collectively have continuously held a 20% net‑long position for at least one year. Management frames the change as a governance enhancement that gives significant long‑term holders a time‑sensitive mechanism to convene stockholders for critical matters, while guarding against opportunistic or short‑term activists by requiring a net‑long calculation and a one‑year holding period. The board emphasizes the administrative and operational costs and distraction associated with special meetings and therefore sets the threshold relatively high—20% net‑long and a continuous one‑year holding requirement—to ensure requests reflect sustained, large‑scale stockholder interest. The amendment also includes other immaterial, technical conforming changes and is accompanied by the complete proposed Second Amended and Restated Certificate of Incorporation in the Appendix. From a governance perspective, the proposal modestly increases stockholder rights for large, long‑term holders while maintaining safeguards against frivolous calls; investors should consider how this threshold interacts with the Company’s ownership structure (including Diamondback’s substantial holdings and director designation rights) and whether the net‑long test and procedural requirements provide adequate guardrails. Approval requires a majority of outstanding shares voting together as a single class; the board recommends FOR, seeing the change as a calibrated enhancement of stockholder rights that balances responsiveness with protection of long‑term corporate focus. The practical effect, if approved, would be to give a relatively small number of large, long‑term holders the ability to force a special meeting in extraordinary circumstances, which could be beneficial for addressing urgent governance or strategic issues but could also concentrate leverage among the largest holders. Analysts assessing the proposal should weigh the Company’s current control dynamics, the administrative safeguards described in the bylaws, and potential downstream effects on corporate engagement and activism.