Shareholders of Viper Energy (NASDAQ: VNOM) back 20% special-meeting right
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Viper Energy, Inc. reported results from its 2026 Annual Meeting and adopted a Second Amended and Restated Certificate of Incorporation. Stockholders approved an amendment allowing holders of at least 20% of voting power, determined on a net long basis and held for at least one year, to call special meetings.
All eight director nominees were re-elected, with support generally above 310 million votes for each. Stockholders approved, on an advisory basis, executive compensation and ratified Grant Thornton LLP as independent auditor for the fiscal year ending December 31, 2026.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 5.03, 5.07, 9.01
3 items
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
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.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Special meeting threshold: 20% voting power
Say-on-pay votes for: 276,982,537 votes
Say-on-pay votes against: 42,274,219 votes
+5 more
8 metrics
Special meeting threshold
20% voting power
Net long basis, held continuously for at least one year
Say-on-pay votes for
276,982,537 votes
Advisory approval of named executive officer compensation
Say-on-pay votes against
42,274,219 votes
Advisory approval of named executive officer compensation
Auditor ratification votes for
333,814,077 votes
Ratification of Grant Thornton LLP for fiscal year ending December 31, 2026
Auditor ratification votes against
367,121 votes
Ratification of Grant Thornton LLP
Proposal 4 votes for
301,976,161 votes
Amendment to allow 20% holders to call special meetings
Proposal 4 votes against
17,401,754 votes
Amendment on special meeting right and other immaterial changes
Example director support
318,943,050 votes
Votes for Travis D. Stice as director under Proposal 1
Key Terms
net long basis, broker non-votes, Second Amended and Restated Certificate of Incorporation, named executive officers, +2 more
6 terms
net long basis financial
"voting power, determined on a net long basis, continuously for at least one year"
broker non-votes financial
"including the number of votes cast for each matter and the number of votes cast against, abstentions and broker non-votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Second Amended and Restated Certificate of Incorporation regulatory
"filed an amended and restated certificate of incorporation (the “Second Amended and Restated Certificate of Incorporation”)"
named executive officers financial
"approved, on an advisory basis, the compensation of the Company’s named executive officers"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
independent auditor financial
"The appointment of Grant Thornton LLP as the Company’s independent auditor for the fiscal year ending December 31, 2026 was ratified"
An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.
Annual Meeting of Stockholders financial
"held its Annual Meeting at the Petroleum Club of Midland"
FAQ
What governance change did Viper Energy (VNOM) stockholders approve?
Stockholders approved an amendment allowing holders of at least 20% of voting power, on a net long basis for one year, to call special meetings. This change is reflected in Viper Energy’s Second Amended and Restated Certificate of Incorporation.
Which directors were elected at Viper Energy’s 2026 Annual Meeting?
Stockholders re-elected Laurie H. Argo, Spencer D. Armour III, Frank C. Hu, W. Wesley Perry, James L. Rubin, Travis D. Stice, Kaes Van't Hof and Steven E. West. Each will serve until the 2027 Annual Meeting or until a successor is duly elected and qualified.
Was Viper Energy’s independent auditor ratified for 2026?
Yes. Stockholders ratified the appointment of Grant Thornton LLP as Viper Energy’s independent auditor for the fiscal year ending December 31, 2026, with 333,814,077 votes for, 367,121 against and 272,723 abstentions, and no broker non-votes reported for this proposal.
What is Viper Energy’s new special meeting ownership threshold?
The amended certificate of incorporation provides that stockholders holding at least 20% of the company’s voting power, determined on a net long basis and held continuously for at least one year, may call special meetings of stockholders, subject to the detailed terms in the charter.
Where was Viper Energy’s 2026 Annual Meeting held?
The 2026 Annual Meeting of Viper Energy stockholders took place at the Petroleum Club of Midland, located at 501 West Wall Street, Midland, Texas 79701. At this meeting, four proposals were voted on and all received the required level of stockholder approval.