Revised Proxy Soliciting Materials (definitive) (defr14a)
October 22 2021 - 6:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to
Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. 1)
Filed
by the Registrant x
Filed
by a Party other than the Registrant ¨
Check
the appropriate box:
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¨
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Preliminary Proxy Statement
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¨
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Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
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¨
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Definitive Proxy Statement
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x
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Definitive Additional Materials
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¨
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Soliciting Material Under Rule 14a-12
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TEXAS PACIFIC LAND CORPORATION
(Name of Registrant as Specified
In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate
box):
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¨
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
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1)
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Title of each class of securities to which transaction applies:
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2)
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Aggregate number of securities to which transaction applies:
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3)
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Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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4)
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Proposed maximum aggregate value of transaction:
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¨
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Fee paid previously with preliminary materials.
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¨
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Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing:
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1)
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Amount previously paid:
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2)
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Form, Schedule or Registration Statement No:
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TEXAS PACIFIC LAND CORPORATION
1700 Pacific Avenue, Suite 2900
Dallas, TX 75201
(214) 969-5530
2021 ANNUAL MEETING OF STOCKHOLDERS
November 16, 2021
Amendment No.
1 to Proxy Statement
EXPLANATORY NOTE
This
Amendment No. 1 to Schedule 14A (“Amendment No. 1”) is being filed to amend Texas Pacific Land Corporation’s (the “Company”)
definitive proxy statement for its 2021 annual meeting of stockholders (“Original Proxy Statement”), which was filed with
the Securities and Exchange Commission on October 4, 2021, in order to restate the voting standard required for Proposals 4 and 5, to
approve the Company’s 2021 Incentive Plan and to approve the Company’s 2021 Non-Employee Director Stock and Deferred Compensation
Plan, respectively.
All
other items in the Original Proxy Statement remain unchanged and are incorporated herein by reference. In addition, this Amendment No.
1 does not reflect events occurring after the date of the Original Proxy Statement or modify or update disclosures that may have been
affected by subsequent events.
IF
YOU HAVE ALREADY SUBMITTED YOUR PROXY, YOU DO NOT NEED TO TAKE ANY ACTION UNLESS YOU WISH TO CHANGE YOUR VOTE.
CHANGES
TO ORIGINAL PROXY STATEMENT
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1.
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On page 4, under the heading, “How many votes are required to approve each proposal?” the
descriptions of Proposals 4 and 5 are amended in their entirety to read as follows:
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Proposal Four: The 2021 Incentive Plan will be
approved if the Votes Cast favoring approval exceed the Votes Cast opposing approval. Abstentions will be treated as votes “AGAINST”
this proposal. Broker non-votes will have no effect on the outcome of this proposal.
Proposal Five: The 2021 Non-Employee Director
Stock and Deferred Compensation Plan will be approved if the Votes Cast favoring approval exceed the Votes Cast opposing approval. Abstentions
will be treated as votes “AGAINST” this proposal. Broker non-votes will have no effect on the outcome of this proposal.
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2.
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On page 3, the response under the heading “What constitutes a quorum?” is amended in its
entirety to read as follows:
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A majority of the aggregate voting power of the outstanding
shares of Common Stock as of the Record Date must be present, in person or by proxy, at the Annual Meeting in order to have the required
quorum for the transaction of business. If the aggregate voting power of the shares of Common Stock present, in person and by proxy, at
the Annual Meeting does not constitute the required quorum, the Annual Meeting may be adjourned to a subsequent date for the purpose of
obtaining a quorum.
Shares of Common Stock that are voted “FOR,”
“AGAINST” or “ABSTAIN” are treated as being present at the Annual Meeting for purposes of establishing a quorum.
Shares that are voted “FOR,” “AGAINST” or “ABSTAIN” with respect to a matter will also be treated
as shares entitled to vote at the Annual Meeting (the “Votes Cast”) with respect to such matter.
Important Notice Regarding Availability of Proxy
Materials for the Annual Meeting on November 16, 2021:
This Amendment
No. 1, as well as Texas Pacific Land Corporation’s Original Proxy Statement,
the form of proxy
card, and the Annual Report on Form 10-K for the fiscal year ended December 31, 2020,
are available at
https://www.astproxyportal.com/ast/23956.
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