Texas Pacific Land (TPL) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting is scheduled for November 8, 2024, with key proposals including director elections, executive compensation, auditor ratification, and amendments to shareholder rights.

• The Board recommends voting for all director nominees, executive compensation, auditor ratification, and a special meeting right for holders of 25% of shares, but against three shareholder proposals.

• Significant shareholder engagement occurred, with feedback influencing governance and compensation practices, including board declassification and enhanced disclosures.

Voting matters and shareholder proposals

• Proposals include electing six directors, a say-on-pay vote, auditor ratification, granting 25% holders the right to call special meetings, and three non-binding shareholder proposals (clawback policy, written consent, director renomination).

• The Board supports the first four proposals and opposes the three shareholder proposals, citing existing policies and governance standards.

• Shareholder proposals address executive pay clawbacks, written consent rights, and director renomination after failed elections.

Board of directors and corporate governance

• The Board is transitioning to annual elections for all directors by 2025, with a diverse mix of skills and backgrounds.

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

• Recent actions include board refreshment, increased diversity, and enhanced investor communications.

• Majority of directors are independent; the Chair is an independent director.