LandBridge Company (LB) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 18, 2026, in a hybrid format, allowing both in-person and virtual participation, with voting available electronically or by mail.

• Shareholders of record as of April 23, 2026, are eligible to vote on four main proposals, including director elections, auditor ratification, executive compensation, and the frequency of future say-on-pay votes.

• The board recommends voting for all director nominees, for the ratification of Deloitte & Touche LLP as auditor, for the executive compensation package, and for annual say-on-pay votes.

Voting matters and shareholder proposals

• Proposals include electing 11 directors for a one-year term, ratifying Deloitte & Touche LLP as auditor for 2026, approving executive compensation on an advisory basis, and determining the frequency of future say-on-pay votes.

• The board recommends annual say-on-pay votes and supports all proposals.

• No other shareholder proposals were received for this meeting.

Board of directors and corporate governance

• The board consists of 11 directors, with four meeting independence requirements; the chairman and CEO roles are separated.

• LandBridge Holdings, as a controlling shareholder, designates a majority of the board under the shareholder agreement.

• The company is a "controlled company" under NYSE rules, exempt from certain governance requirements, but maintains an independent audit committee.

• Board committees include an audit committee and ad hoc conflicts committee; no standing compensation or nominating committees due to controlled status.

• Directors are elected annually; after a trigger event, the board will be classified into three classes with staggered terms.