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Texas Pacific Land Corp

For the period ended Nov 8, 2024. Filed Sep 24, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Nov 8, 2024 · Filed Sep 24, 2024

TPL$272.36+0.1%Stored close · as of Nov 6, 2026
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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

Filed by the Registrant ☒

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 § 240.14a-12

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TEXAS PACIFIC LAND CORPORATION

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(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)

Payment of Filing Fee (Check the appropriate box):

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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

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

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​Date and Time November 8, 2024 1:00 p.m. CT​​
​Location OMNI DALLAS HOTEL​ 555 South Lamar Street Dallas, Texas 75202​

Dear Fellow Stockholders:

We invite you to attend the 2024 Annual Meeting of Stockholders of Texas Pacific Land Corporation, a Delaware corporation (the “Company”), which is scheduled to be held on November 8, 2024, at 1:00 p.m. Central time (including any adjournment, postponement or continuation thereof, the “Annual Meeting”) at the Omni Dallas Hotel, 555 South Lamar Street, Dallas, Texas 75202. At the Annual Meeting, you will be asked to vote on the following proposals (as more fully described in the proxy statement accompanying this notice):

Proposals to Be Voted On

​1​​​To elect six (6) members of the Company’s Board of Directors (the “Board”) to serve until the 2025 annual meeting of stockholders.​
​2​​​To approve, by non-binding advisory vote, the executive compensation paid to our named executive officers.​
​3​​​To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.​
​4​​​To approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to give holders of 25% of the Company’s common stock the right to request a special meeting.​
​5​​​To consider a non-binding stockholder proposal regarding an amendment to the Company’s Clawback Policy.​
​6​​​To consider a non-binding stockholder proposal regarding stockholders’ ability to act by written consent.​
​7​​​To consider a non-binding stockholder proposal regarding the renomination of directors.​

Only holders of shares of our common stock, par value $0.01, as of the close of business on September 13, 2024 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting.

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​IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON NOVEMBER 8, 2024​

The Company’s Notice of Annual Meeting of Stockholders, Proxy Statement on Schedule 14A, Annual Report on Form 10-K and form of proxy card are available free of charge at www.proxyvote.com.

YOUR VOTE IS VERY IMPORTANT. We hope you will attend the Annual Meeting. However, whether or not you plan to attend the meeting, please promptly vote your shares by following the instructions on the Notice of Internet Availability of Proxy Materials, your proxy card or your voting instruction form, as applicable. If you attend the Annual Meeting and vote in person, your vote by proxy will not be used.

By Order of the Board of Directors,

Rhys J. Best

Chair

September 24, 2024

Dallas, Texas

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.