Additional Proxy Soliciting Materials (definitive) (defa14a)
October 07 2022 - 9:02AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE l4A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant x
Filed by
a Party other than the Registrant ¨
Check the appropriate box:
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Preliminary Proxy
Statement |
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Confidential, for Use of the
Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Under §
240. l4a-l2 |
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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x |
No fee required |
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Fee paid previously with preliminary
materials. |
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Fee computed on table in exhibit
required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
| Your
Vote
Counts!
1700 PACIFIC AVENUE, SUITE 2900
DALLAS, TX 75201
TEXAS PACIFIC LAND CORPORATION
2022 Annual Meeting
Vote by November 15, 2022
10:59 PM CT
You invested in
TEXAS PACIFIC LAND CORPORATION
and it’s time to vote!
You have the right to vote on proposals being presented at the Annual Meeting.
This is an important notice regarding the
availability of proxy material for the stockholder meeting to be held on November 16, 2022.
Get informed before you vote
View the Notice and Proxy Statement and Annual Report online OR you can receive a free paper or email copy of the material(s) by
requesting prior to November 2, 2022. If you would like to request a copy of the material(s) for this and/or future stockholder
meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com.
If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not
otherwise receive a paper or email copy.
Vote in Person at the Meeting*
November 16, 2022
10:30 AM, local time
The Renaissance Dallas Hotel
2222 North Stemmons Freeway
Dallas, TX 75207
*Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
Smartphone users
Point your camera here and
vote without entering a
control number
V1.1
For complete information and to vote, visit
www.ProxyVote.com
Control #
D91180-P79181
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| THIS IS NOT A VOTABLE BALLOT
This is an overview of the proposals being presented at the
upcoming stockholder meeting. Please follow the instructions on
the reverse side to vote these important matters.
Vote at www.ProxyVote.com
Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Sign up for E-delivery”.
Voting Items
Board
Recommends
D91181-P79181
NOTE:
To transact such other business as may properly come before the Annual Meeting of Stockholders or any reconvened
meeting following any adjournment or postponement thereof.
1. To elect the four Class II directors named in the accompanying Proxy Statement to serve until the 2025 Annual Meeting
of Stockholders.
Nominees:
1b. Donald G. Cook
1c. Donna E. Epps
1a. Rhys J. Best
1d. Eric L. Oliver
2. To approve, by non-binding advisory vote, the executive compensation paid to our named executive officers.
3. To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of
Incorporation”) providing for the declassification of the Board.
4. To approve an amendment to the Company’s Certificate of Incorporation increasing the authorized shares of common
stock from 7,756,156 shares to 46,536,936 shares.
5. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal
year ending December 31, 2022.
6. To consider a non-binding stockholder proposal regarding the stockholders’ right to call for a special stockholder
meeting.
7. To consider a non-binding stockholder proposal regarding hiring an investment banker in connection with the evaluation
of a potential spinoff.
8. To consider a non-binding stockholder proposal regarding the release of all remaining obligations of the stockholders’
agreement between the Company and certain stockholders.
9. To consider a non-binding stockholder proposal regarding the stockholders’ right to act by written consent.
10. To consider a non-binding stockholder proposal regarding director election and resignation policy.
For
For
For
For
For
For
For
For
Against
Against
Against
Against
Against
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