Viper Energy Partners (VNOM) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 20, 2025, with voting on director elections, executive compensation, and auditor ratification.

• Transitioned from a partnership to a corporation in November 2023, enhancing governance and stockholder rights.

• Major pending acquisition (Drop Down) to expand mineral and royalty interests, subject to stockholder approval and expected to close May 2025.

• Board and management emphasize proactive stockholder engagement and continuous governance improvements.

Voting matters and shareholder proposals

• Stockholders will vote to elect eight directors, approve executive compensation on an advisory basis, and ratify Grant Thornton LLP as independent auditors.

• Board recommends voting FOR all proposals.

• Proxy access allows eligible stockholders to nominate directors; special meetings can be called by holders of at least 20% of voting stock.

• Majority voting standard for director elections; mandatory resignation if not elected by majority.

Board of directors and corporate governance

• Board consists of eight nominees, with approximately 75% independent directors.

• Diamondback retains rights to designate up to three directors as long as it owns at least 25% of outstanding stock.

• Board committees (audit, compensation, nominating/governance) are fully independent.

• Recent bylaw amendments provide proxy access, special meeting rights, majority voting, and declassified board.

• Board and committees conduct annual performance evaluations and maintain director overboarding policies.