UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 6, 2025
Texas Pacific Land Corporation
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 1-39804 | 75-0279735 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 2699 Howell Street, Suite 800 | ||
| Dallas, Texas | 75204 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Registrant’s Telephone Number, Including Area Code: 214-969-5530
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.01 per share | TPL | New York Stock Exchange NYSE Texas, Inc. |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On November 6, 2025, Texas Pacific Land Corporation (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). A total of 18,923,012 shares of the Company’s common stock were present in person or represented by proxy at the Annual Meeting. The matters submitted for a vote and the related results are set forth below. A more detailed description of the proposals was included in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on September 26, 2025.
Proposal 1: Election of nine (9) members of the Company’s board of directors to serve until the 2026 Annual Meeting of Stockholders.
| Nominee | Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes | ||||||||||||
| Rhys J. Best | 13,408,342 | 664,572 | 86,625 | 4,763,473 | ||||||||||||
| Donald G. Cook | 12,335,211 | 1,694,289 | 130,039 | 4,763,473 | ||||||||||||
| Barbara J. Duganier | 13,226,538 | 839,933 | 93,068 | 4,763,473 | ||||||||||||
| Donna E. Epps | 13,375,281 | 679,341 | 104,917 | 4,763,473 | ||||||||||||
| Tyler Glover | 13,107,256 | 956,450 | 95,833 | 4,763,473 | ||||||||||||
| Karl F. Kurz | 13,414,864 | 655,467 | 89,208 | 4,763,473 | ||||||||||||
| Robert Roosa | 13,755,485 | 325,564 | 78,490 | 4,763,473 | ||||||||||||
| Murray Stahl | 13,507,787 | 592,143 | 59,609 | 4,763,473 | ||||||||||||
| Marguerite Woung-Chapman | 13,406,470 | 620,515 | 132,554 | 4,763,473 | ||||||||||||
Proposal 2: Approval, by non-binding advisory vote, of the executive compensation paid to the Company’s named executive officers.
| Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes | |||||||||||
| 12,114,623 | 1,880,392 | 158,547 | 4,763,473 | |||||||||||
Proposal 3: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
| Votes Cast For | Votes Cast Against | Abstentions | ||||||||
| 18,742,289 | 102,084 | 72,667 | ||||||||
Proposal 4: Consideration of a non-binding stockholder proposal to reduce the ownership threshold for stockholders to call a special stockholder meeting from 25% to 10%.
| Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes | |||||||||||
| 2,180,247 | 11,923,663 | 49,652 | 4,763,473 | |||||||||||
No other matters were properly presented for consideration or stockholder action at the Annual Meeting.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Texas Pacific Land Corporation | |||
| Date: | November 12, 2025 | By: | /s/ Micheal W. Dobbs |
| Name: | Micheal W. Dobbs | ||
| Title: | SVP, General Counsel and Secretary | ||