Texas Pacific Land (TPL) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for November 8, 2024, at the Omni Dallas Hotel, Dallas, Texas, with voting on key proposals including director elections, executive compensation, auditor ratification, and amendments to shareholder rights.

• The Board recommends voting for the election of six directors, approval of executive compensation, ratification of Deloitte & Touche LLP as auditor, and an amendment granting holders of 25% of common stock the right to request a special meeting.

• The Board recommends voting against three non-binding shareholder proposals: changes to the clawback policy, allowing action by written consent, and restricting renomination of directors who fail to receive a majority vote.

• Stockholder engagement has led to governance changes, including board declassification, enhanced disclosures, and a proposal to allow special meetings by 25% shareholders.

• The company emphasizes its commitment to best practices in governance, transparency, and regular engagement with shareholders.

Voting matters and shareholder proposals

• Proposal 1: Elect six directors for one-year terms; Board recommends FOR.

• Proposal 2: Advisory vote on executive compensation; Board recommends FOR.

• Proposal 3: Ratify Deloitte & Touche LLP as auditor for 2024; Board recommends FOR.

• Proposal 4: Amend certificate to allow 25% shareholders to call special meetings; Board recommends FOR.

• Proposal 5: Shareholder proposal to strengthen clawback policy; Board recommends AGAINST, citing existing comprehensive policy.

• Proposal 6: Shareholder proposal to permit action by written consent; Board recommends AGAINST, citing transparency and engagement concerns.

• Proposal 7: Shareholder proposal to prohibit renomination of directors failing majority vote; Board recommends AGAINST, citing existing resignation policy.

Board of directors and corporate governance

• Board consists of ten directors, nine of whom are independent; Chair is an independent director.

• Board declassification is being phased in, with all directors to be elected annually starting in 2025.

• Four standing committees: Nominating and Corporate Governance, Audit, Compensation, and Strategic Acquisitions.

• Board refreshment and diversity have been priorities, with recent retirements and new appointments.

• Stock ownership guidelines require directors to hold shares equal to five times the base cash retainer.