--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-22-120369" form_type: "8-K" ticker: "TPL" cik: "0001811074" company_name: "Texas Pacific Land Corp" filed_at: "2022-11-18T23:59:59+00:00" generated_at: "2026-06-21T16:01:15.515638+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.55 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # TPL adjourns vote on authorized share increase to Feb 14; other proposals voted ## Summary - Proposal 4 (increase authorized shares from 7.76M to 46.54M) adjourned to Feb 14, 2023 due to voting commitment dispute. - Class II directors elected: Best, Cook, Epps, Oliver; Donald G. Cook received 3.52M for, 2.08M against. - Say-on-pay passed (3.81M for, 1.52M against); board declassification and auditor ratification also passed. - All five non-binding stockholder proposals (special meeting, spinoff banker, agreement release, written consent, director resignation) failed. ## SEC filing metadata - accession: 0001104659-22-120369 - form_type: 8-K - ticker: TPL - cik: 0001811074 - company_name: Texas Pacific Land Corp - filed_at: 2022-11-18T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.55 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1811074/000110465922120369/0001104659-22-120369-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1811074/000110465922120369/tm2231001d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-22-120369 - JSON: https://secwatch.observer/filing/0001104659-22-120369.json - Plain text: https://secwatch.observer/filing/0001104659-22-120369.txt ## Key facts - Shareholder Votes Texas Pacific Land Corp shareholders rejected To consider a non-binding stockholder proposal regarding director election and resignation policy. at the 2022-11-16 meeting. - Outcome: failed - Meeting: 2022-11-16 source text: Proposal 10: Votes For Votes Against Abstentions Broker Non-Votes To consider a non-binding stockholder proposal regarding director election and resignation policy. 1,613,923 3,729,448 319,010 971,156 evidence_url: https://www.sec.gov/Archives/edgar/data/1811074/000110465922120369/0001104659-22-120369-index.htm - Shareholder Votes Texas Pacific Land Corp shareholders approved To elect four (4) Class II members of the Company’s Board of Directors to serve until the 2025 Annual Meeting of Stockholders (or until successors are elected or directors resign or are removed). at the 2022-11-16 meeting. - Proposal: director election - Outcome: passed - Meeting: 2022-11-16 source text: Proposal 1: To elect four (4) Class II members of the Company’s Board of Directors to serve until the 2025 Annual Meeting of Stockholders (or until successors are elected or directors resign or are removed). Votes For Votes Against Abstentions Broker Non-Votes Rhys J. Best 4,692,006 873,898 96,477 971,156 Donald G. Cook 3,519,576 2,084,963 57,842 971,156 Donna E. Epps 4,537,444 1,064,970 59,967 971,156 Eric L. Oliver 5,332,389 292,114 37,878 971,156 evidence_url: https://www.sec.gov/Archives/edgar/data/1811074/000110465922120369/0001104659-22-120369-index.htm - Shareholder Votes Texas Pacific Land Corp shareholders approved To approve, by advisory non-binding vote, executive compensation. at the 2022-11-16 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2022-11-16 source text: Proposal 2: Votes For Votes Against Abstentions Broker Non-Votes To approve, by advisory non-binding vote, executive compensation. 3,805,062 1,519,062 338,261 971,156 evidence_url: https://www.sec.gov/Archives/edgar/data/1811074/000110465922120369/0001104659-22-120369-index.htm - Shareholder Votes Texas Pacific Land Corp shareholders approved To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation providing for the declassification of the Board. at the 2022-11-16 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2022-11-16 source text: Proposal 3: Votes For Votes Against Abstentions Broker Non-Votes To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation providing for the declassification of the Board. 5,145,043 189,237 328,101 971,156 evidence_url: https://www.sec.gov/Archives/edgar/data/1811074/000110465922120369/0001104659-22-120369-index.htm - Shareholder Votes Texas Pacific Land Corp shareholders rejected To consider a non-binding stockholder proposal regarding hiring an investment banker in connection with the evaluation of a potential spinoff. at the 2022-11-16 meeting. - Outcome: failed - Meeting: 2022-11-16 source text: Proposal 7: Votes For Votes Against Abstentions Broker Non-Votes To consider a non-binding stockholder proposal regarding hiring an investment banker in connection with the evaluation of a potential spinoff. 1,179,368 4,394,928 88,085 971,156 evidence_url: https://www.sec.gov/Archives/edgar/data/1811074/000110465922120369/0001104659-22-120369-index.htm - Shareholder Votes Texas Pacific Land Corp shareholders approved To consider a non-binding stockholder proposal regarding the stockholders’ right to act by written consent. at the 2022-11-16 meeting. - Outcome: passed - Meeting: 2022-11-16 source text: Proposal 9: Votes For Votes Against Abstentions Broker Non-Votes To consider a non-binding stockholder proposal regarding the stockholders’ right to act by written consent. 2,953,574 2,637,404 71,403 971,156 evidence_url: https://www.sec.gov/Archives/edgar/data/1811074/000110465922120369/0001104659-22-120369-index.htm - Shareholder Votes Texas Pacific Land Corp shareholders rejected To consider a non-binding stockholder proposal regarding the release of all remaining obligations of the stockholders’ agreement between the Company and certain stockholders. at the 2022-11-16 meeting. - Outcome: failed - Meeting: 2022-11-16 source text: Proposal 8: Votes For Votes Against Abstentions Broker Non-Votes To consider a non-binding stockholder proposal regarding the release of all remaining obligations of the stockholders’ agreement between the Company and certain stockholders. 1,650,305 3,959,493 52,583 971,156 evidence_url: https://www.sec.gov/Archives/edgar/data/1811074/000110465922120369/0001104659-22-120369-index.htm - Shareholder Votes Texas Pacific Land Corp shareholders rejected To consider a non-binding stockholder proposal regarding the stockholders’ right to call for a special meeting. at the 2022-11-16 meeting. - Outcome: failed - Meeting: 2022-11-16 source text: Proposal 6: Votes For Votes Against Abstentions Broker Non-Votes To consider a non-binding stockholder proposal regarding the stockholders’ right to call for a special meeting. 1,722,246 3,908,265 31,870 971,156 evidence_url: https://www.sec.gov/Archives/edgar/data/1811074/000110465922120369/0001104659-22-120369-index.htm - Shareholder Votes Texas Pacific Land Corp shareholders approved To ratify the appointment of Deloitte & Touche LLP as our independent auditors for the fiscal year ending December 31, 2022. at the 2022-11-16 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2022-11-16 source text: Proposal 5: Votes For Votes Against Abstentions Broker Non-Votes To ratify the appointment of Deloitte & Touche LLP as our independent auditors for the fiscal year ending December 31, 2022. 6,556,453 45,321 31,763 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1811074/000110465922120369/0001104659-22-120369-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.