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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/18/23 Texas Pacific Land Corp. 8-K:5,9 5/18/23 11:361K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 30K 2: EX-99.1 Miscellaneous Exhibit HTML 163K 6: R1 Cover HTML 47K 9: XML IDEA XML File -- Filing Summary XML 12K 7: XML XBRL Instance -- tm2316194d1_8k_htm XML 15K 8: EXCEL IDEA Workbook of Financial Reports XLSX 8K 4: EX-101.LAB XBRL Labels -- tpl-20230518_lab XML 96K 5: EX-101.PRE XBRL Presentations -- tpl-20230518_pre XML 64K 3: EX-101.SCH XBRL Schema -- tpl-20230518 XSD 12K 10: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K 11: ZIP XBRL Zipped Folder -- 0001104659-23-062322-xbrl Zip 22K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): i May 18, 2023
i Texas Pacific Land Corporation
(Exact Name of Registrant as Specified in its Charter)
| i Delaware | i 001-39804 | i 75-0279735 |
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification Number) |
i 1700 Pacific Avenue, i Suite 2900, i Dallas, i Texas i 75201
(Address of Principal Executive Offices, including Zip Code)
Registrant’s telephone number, including area code: i 214- i 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:
| i ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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).
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. ¨
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading
Symbol(s) |
Name of each exchange on which registered | ||
| i TPL | i New York Stock Exchange |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 18, 2023, at 10:30 a.m. Central time, Texas Pacific Land Corporation (the "Company") reconvened its 2022 annual meeting of stockholders (the “2022 Annual Meeting”), which was initially convened on November 16, 2022.
The 2022 Annual Meeting had been adjourned solely with respect to Proposal 4, a proposal to approve an amendment to the Company’s Certificate of Incorporation increasing the authorized shares of common stock from 7,756,156 shares to 46,536,936 shares, (“Proposal 4”) in order to provide the Company with time to resolve its disagreement with Horizon Kinetics LLC, Horizon Kinetics Asset Management LLC, SoftVest Advisors LLC, and SoftVest, L.P. (the “Investor Group”) over their voting commitments pursuant to their stockholders’ agreement with the Company, which is the subject of the previously disclosed action entitled Texas Pacific Land Corp. v. Horizon Kinetics LLC, No. 2022-1066-JTL (Del. Ch.) (the “Delaware Action”).
Each stockholder of record is entitled to one vote per share of common stock. As of the close of business on September 22, 2022, the record date for the 2022 Annual Meeting, there were 7,710,932 issued and outstanding shares of common stock.
Set forth below are the voting results on Proposal 4, as provided by the Inspector of Election:
| Votes For | Votes Against | Abstentions | Broker Non- Votes |
||||||
| Proposal to approve an amendment to the Company’s Certificate of Incorporation increasing the authorized shares of common stock from 7,756,156 shares to 46,536,936 shares. | 2,518,781 | 4,158,907 | 34,090 | 0 |
As of the date of the reconvened 2022 Annual Meeting, the Investor Group has maintained their votes against Proposal 4. If the Investor Group had voted their 1,587,902 shares in support of Proposal 4, as the Company believes they are required to do pursuant to the voting commitments in their stockholders’ agreement with the Company, the proposal would have been approved. The outcome of the Delaware Action may change the aforementioned voting results.
Set forth on Exhibit 99.1 attached hereto, are the vote tallies for Proposal 4, as provided by the Company’s proxy solicitor, as of the beginning of each business day following the initial adjournment of the 2022 Annual Meeting on November 16, 2022.
No other matters were properly presented for consideration or stockholder action at the reconvened 2022 Annual Meeting.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibits | |
| 99.1 | Vote Tallies for Proposal 4 |
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Corporation has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| TEXAS PACIFIC LAND CORPORATION | ||
| Date: May 18, 2023 | By: | /s/ Micheal W. Dobbs |
| Micheal W. Dobbs | ||
| SVP, General Counsel and Secretary | ||
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / For Period end: | 5/18/23 | 4 | ||
| 11/16/22 | 4, 8-K, DEF 14A, DEFA14A, PRE 14A | |||
| 9/22/22 | 4 | |||
| List all Filings | ||||