TPL shareholders back board slate; say‑on‑pay passes, auditor ratified

Rhea-AI Filing Summary

Texas Pacific Land (TPL) reported results from its November 6, 2025 Annual Meeting. Stockholders elected nine directors. The non-binding say‑on‑pay advisory vote passed with 12,114,623 votes for, 1,880,392 against, and 158,547 abstentions. Deloitte & Touche LLP was ratified as auditor with 18,742,289 votes for, 102,084 against, and 72,667 abstentions. A stockholder proposal to reduce the threshold to call a special meeting from 25% to 10% did not pass, with 2,180,247 for and 11,923,663 against. Quorum was met with 18,923,012 shares present or represented by proxy.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

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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

FAQ

What did TPL stockholders decide at the 2025 Annual Meeting?

Nine directors were elected, the advisory say‑on‑pay passed, the auditor was ratified, and a proposal to lower the special meeting threshold failed.

Did Texas Pacific Land (TPL) approve executive compensation?

Yes. The advisory vote passed with 12,114,623 for, 1,880,392 against, and 158,547 abstentions.

Who is TPL’s auditor for 2025 and how did the vote go?

Stockholders ratified Deloitte & Touche LLP with 18,742,289 for, 102,084 against, and 72,667 abstentions.

What happened to the proposal to cut TPL’s special meeting threshold to 10%?

It did not pass. Votes were 2,180,247 for and 11,923,663 against, with 49,652 abstentions.

Was there a quorum at TPL’s Annual Meeting?

Yes. 18,923,012 shares were present in person or by proxy.

How many directors were elected to TPL’s board?

Stockholders elected nine directors to serve until the 2026 Annual Meeting.

What is TPL’s stock symbol and exchange?

TPL trades on the New York Stock Exchange under the symbol TPL.