Current Report Filing (8-k)
18 Maio 2023 - 6:26PM
Edgar (US Regulatory)
0001811074
false
0001811074
2023-05-18
2023-05-18
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 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):
May 18, 2023
Texas
Pacific Land Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware |
001-39804 |
75-0279735 |
(State or Other
Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification Number) |
1700 Pacific Avenue, Suite 2900, Dallas, Texas 75201
(Address of Principal Executive Offices, including Zip Code)
Registrant’s
telephone number, including area code: 214-969-5530
Not Applicable
(Former Name or Former Address, if Changed Since
Last Report)
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:
| ¨ | 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 ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common Stock (par value $.01 per share)
|
|
TPL |
|
New York Stock Exchange |
|
Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
On May 18, 2023, at 10:30
a.m. Central time, Texas Pacific Land Corporation (the "Company") reconvened its 2022 annual meeting of stockholders (the “2022 Annual Meeting”), which was initially
convened on November 16, 2022.
The 2022 Annual Meeting had
been adjourned solely with respect to Proposal 4, a proposal 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, (“Proposal 4”) in order to provide
the Company with time to resolve its disagreement with Horizon Kinetics LLC, Horizon Kinetics Asset Management LLC, SoftVest Advisors
LLC, and SoftVest, L.P. (the “Investor Group”) over their voting commitments pursuant to their stockholders’ agreement
with the Company, which is the subject of the previously disclosed action entitled Texas Pacific Land Corp. v. Horizon Kinetics LLC, No.
2022-1066-JTL (Del. Ch.) (the “Delaware Action”).
Each stockholder of record
is entitled to one vote per share of common stock. As of the close of business on September 22, 2022, the record date for the 2022 Annual
Meeting, there were 7,710,932 issued and outstanding shares of common stock.
Set forth below are the voting
results on Proposal 4, as provided by the Inspector of Election:
| |
Votes
For | |
Votes
Against | |
Abstentions | |
Broker Non-
Votes |
|
Proposal 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. | |
2,518,781 | |
4,158,907 | |
34,090 | |
0 |
|
As of the date of the reconvened 2022 Annual Meeting,
the Investor Group has maintained their votes against Proposal 4. If the Investor Group had voted their 1,587,902 shares in support of
Proposal 4, as the Company believes they are required to do
pursuant to the voting commitments in their stockholders’ agreement with the Company,
the proposal would have been approved. The outcome of the Delaware Action may change the aforementioned voting
results.
Set forth on Exhibit 99.1 attached hereto, are
the vote tallies for Proposal 4, as provided by the Company’s proxy solicitor, as of the beginning of each business day following
the initial adjournment of the 2022 Annual Meeting on November 16, 2022.
No other matters were properly presented for consideration
or stockholder action at the reconvened 2022 Annual Meeting.
| Item 9.01 | Financial Statements and Exhibits |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Corporation has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
|
TEXAS PACIFIC LAND CORPORATION |
|
|
Date: May 18, 2023 |
By: |
/s/ Micheal W. Dobbs |
|
|
Micheal W. Dobbs |
|
|
SVP, General Counsel and Secretary |
Texas Pacific Land (NYSE:TPL)
Gráfico Histórico do Ativo
De Abr 2024 até Mai 2024
Texas Pacific Land (NYSE:TPL)
Gráfico Histórico do Ativo
De Mai 2023 até Mai 2024