Texas Pacific Land (TPL) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for November 6, 2025, with voting on four key proposals, including director elections, executive compensation, auditor ratification, and a shareholder proposal on special meeting thresholds.

• The Board recommends voting for the director slate, executive compensation, and auditor ratification, but against lowering the special meeting threshold.

• The company has actively engaged with shareholders, incorporating feedback into governance and compensation practices.

Voting matters and shareholder proposals

• Nine directors are nominated for election to serve until the 2026 annual meeting, following the completion of board declassification.

• Advisory vote on executive compensation is proposed, with the Board recommending approval.

• Ratification of Deloitte & Touche LLP as independent auditor for 2025 is up for vote.

• A shareholder proposal seeks to reduce the ownership threshold to call a special meeting from 25% to 10%; the Board opposes this, citing governance and operational risks.

Board of directors and corporate governance

• The Board consists of nine independent directors with diverse backgrounds and expertise in energy, finance, governance, and ESG.

• Recent governance enhancements include board declassification, proxy access, and improved shareholder rights.

• Four standing committees oversee governance, audit, compensation, and strategic acquisitions.

• The Board regularly reviews governance practices and encourages shareholder engagement.