Viper Energy Partners (VNOM) Proxy Filing summary

Executive summary

• A special meeting is scheduled for May 1, 2025, for stockholders to vote on the acquisition of Endeavor Subsidiaries, referred to as the Pending Drop Down.

• The transaction involves acquiring all equity interests in Endeavor Subsidiaries from Endeavor Energy Resources, with a proposed purchase price of $4.45 billion.

• Supplemental disclosures were issued in response to stockholder demand letters and lawsuits alleging material omissions in the proxy statement.

• Management asserts that all required disclosures have been made and that the legal claims are without merit, but additional information was provided to avoid delays.

• Forward-looking statements highlight risks related to transaction completion, anticipated benefits, and market conditions.

Voting matters and shareholder proposals

• Stockholders are asked to approve the Pending Drop Down, with a majority vote required from non-affiliated stockholders.

• Proxy materials were mailed to stockholders starting April 2, 2025.

• Legal actions and demand letters from stockholders allege insufficient disclosure, but management has supplemented the proxy statement voluntarily.

Board of directors and corporate governance

• The board and its audit committee engaged Hunton Andrews Kurth LLP for legal advice on the transaction, leveraging their prior experience with similar deals.

• Board members are named as defendants in some of the lawsuits related to the transaction.

• Information about directors and executive officers is available in recent proxy and annual reports.