Additional Proxy Soliciting Materials (definitive) (defa14a)
October 29 2021 - 8:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE l4A
(Rule 14a-101)
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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Soliciting Material Under Rule l4a-l2
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TEXAS PACIFIC
LAND CORPORATION
(Name of Registrant As Specified In Its Charter)
N/A
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(Name of Person(s) Filing Proxy statement, if Other Than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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x
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No fee required.
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¨
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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 in 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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(5)
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Total fee paid:
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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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(3)
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Filing Party:
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(4)
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Date Filed:
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October
29, 2021
Commission File Number: 1-39804
Exact name of registrant
as specified in its charter:
TEXAS PACIFIC LAND CORPORATION
State or other jurisdiction of incorporation or organization:
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IRS Employer Identification
No.:
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Delaware
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75-0279735
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Address of principal executive offices:
1700
Pacific Avenue, Suite 2900,
Dallas,
Texas 75201
Registrant’s telephone number, including
area code:
214-969-5530
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
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If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transmission period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
(par value $.01 per share)
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TPL
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New York Stock Exchange
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On October 29, 2021, Texas Pacific Land
Corporation (the “Company”) issued a press release announcing that the Board of Directors of the Company (the “Board”)
has determined to postpone the 2021 Annual Meeting of Stockholders (“the 2021 Annual Meeting”) from November 16, 2021 to December
29, 2021. The Board has also fixed the close of business on November 29, 2021 as the new record date for the determination of stockholders
entitled to notice of and to vote at the 2021 Annual Meeting or any adjournments thereof.
The Board decided to postpone the 2021 Annual
Meeting in order to provide the Company with additional time to review and respond to stockholder proposals that have been received by
the Company.
The Company filed a definitive proxy statement
with the Securities and Exchange Commission (the “SEC”) on October 4, 2021 and an Amendment No. 1 to the definitive proxy
statement with the SEC on October 22, 2021. The Company will be filing a second amendment to the definitive proxy statement with the SEC,
which will contain information regarding the postponement.
The press release issued by the Company
is attached as Exhibit 99.1 hereto and is incorporated herein by this reference.
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Item 9.01.
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Financial Statements and Exhibits.
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Exhibit
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Number
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Description
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99.1
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Press Release, dated as of October 29, 2021
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104
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Cover Page Interactive Data File (embedded within the Incline XBRL document).
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SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
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TEXAS PACIFIC LAND CORPORATION
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Dated: October 29, 2021
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By:
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/s/ Micheal W. Dobbs
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Name: Micheal W. Dobbs
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Title: SVP, General Counsel and Secretary
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Exhibit 99.1
TEXAS PACIFIC POSTPONES ANNUAL MEETING
DALLAS -- (BUSINESS WIRE) -- Texas Pacific
Land Corporation (NYSE: TPL) (the “Company”) today announced that the Board of Directors of the Company (the “Board”)
has determined to postpone the 2021 Annual Meeting of Stockholders (“the 2021 Annual Meeting”) from November 16, 2021 to December
29, 2021. The Board has also fixed the close of business on November 29, 2021 as the new record date for the determination of stockholders
entitled to notice of and to vote at the 2021 Annual Meeting or any adjournments thereof.
The Board decided to postpone the 2021 Annual
Meeting in order to provide the Company with additional time to review and respond to stockholder proposals that have been received by
the Company.
The Company filed a definitive proxy statement
with the Securities and Exchange Commission (the “SEC”) on October 4, 2021 and an Amendment No. 1 to the definitive proxy
statement with the SEC on October 22, 2021. The Company will be filing a second amendment to the definitive proxy statement with the SEC,
which will contain information regarding the postponement.
About TPL
Texas Pacific Land Corporation is one of the largest
landowners in the State of Texas with approximately 880,000 acres of land in West Texas, with the majority of its ownership concentrated
in the Permian Basin. The Company is not an oil and gas producer, but its surface and royalty ownership allow revenue generation through
the entire value chain of oil and gas development, including through fixed fee payments for use of our land, revenue for sales of materials
(caliche) used in the construction of infrastructure, providing sourced water and treated produced water, revenue from our oil and gas
royalty interests, and revenues related to saltwater disposal on our land. The Company also generates revenue from pipeline, power line
and utility easements, commercial leases and seismic and temporary permits related to a variety of land uses including midstream infrastructure
projects and hydrocarbon processing facilities.
Additional Information
In connection with the 2021 Annual Meeting, the
Company filed a definitive proxy statement with the SEC on October 4, 2021 and an Amendment No. 1 to the definitive proxy statement with
the SEC on October 22, 2021. The definitive proxy statement, a form of proxy and Amendment No. 1 have been made available to the Company’s
stockholders. Stockholders are urged to read the definitive proxy statement, as amended, and any other documents filed by the Company
with the SEC in connection with the 2021 Annual Meeting because they contain important information. Stockholders are able to obtain, for
free, copies of documents filed with the SEC at the SEC’s website at http://www.sec.gov.
Investor Relations
IR@texaspacific.com
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