Viper Energy, Inc.
For the period ended May 19, 2026. Filed Apr 8, 2026.
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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.
May 19, 2026 · Filed Apr 8, 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 Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | 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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(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required |
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| ☐ | Fee paid previously with written 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 2026 ANNUAL MEETING AND PROXY STATEMENT
TUESDAY
May 19, 2026
10:00 a.m. local time
Petroleum Club of Midland
501 West Wall Street
Midland, TX 79701
MESSAGE FROM OUR CHAIRMAN
STEVEN E. WEST
CHAIRMAN OF THE BOARD
April 8, 2026
Dear Viper Energy, Inc. Stockholder:
On behalf of your board of directors, I am pleased to invite you to attend our Annual Meeting of Stockholders to be held on Tuesday, May 19, 2026, at 10:00 a.m., local time, at the Petroleum Club of Midland, 501 West Wall Street, Midland, TX 79701.
It is important that your shares be represented at the meeting. Whether or not you plan to attend the meeting in person, we urge you to grant your proxy to vote your shares by telephone or through the Internet by following the instructions included on the Notice of Internet Availability of Proxy Materials that you received, or if you requested to receive a paper copy of the proxy card, to mark, date, sign and return the proxy card in the envelope provided. Please note that submitting a proxy will not prevent you from attending the meeting in person and voting at such meeting. Please note, however, if a broker or other nominee holds your shares of record and you wish to vote at the meeting, you must obtain from that registered holder a proxy card issued in your name.
You will find information regarding the matters to be voted on at the meeting in the proxy statement. Your interest in Viper Energy, Inc. is appreciated. We look forward to your vote at the Annual Meeting to be held on May 19, 2026.
Sincerely,
Steven E. West
Chairman of the Board
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON TUESDAY
MAY 19, 2026
10:00 a.m. local time
Petroleum Club of Midland
501 West Wall Street
Midland, TX 79701
TO THE STOCKHOLDERS OF VIPER ENERGY, INC.:
The Annual Meeting of Stockholders of Viper Energy, Inc. will be held on May 19, 2026 at 10:00 a.m., local time, at the Petroleum Club of Midland, 501 West Wall Street, Midland, TX 79701, for the following purposes:
| 1. | To elect eight directors to serve until the Company’s 2027 Annual Meeting of Stockholders; |
| 2. | To approve, on an advisory basis, the compensation of the Company’s named executive officers; |
| 3. | To ratify the appointment of Grant Thornton LLP as the Company’s independent auditor for the fiscal year ending December 31, 2026; |
| 4. | To approve an amendment to the Company’s certificate of incorporation to provide that stockholders holding at least 20% of the voting power, determined on a net long basis, continuously for at least one year, may call special meetings of stockholders, and other immaterial changes; and |
| 5. | To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof. |
We are providing access to our proxy materials, including this proxy statement and our 2025 Annual Report on Form 10-K, over the Internet. As a result, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) instead of a paper copy of our proxy materials. The notice contains instructions on how to access those proxy materials over the Internet, as well as instructions on how to request a paper or email copy of our proxy materials. Those stockholders who request a paper copy of our proxy materials as provided in the Notice of Internet Availability will receive such proxy materials by mail. This electronic distribution process reduces the environmental impact and lowers the costs of printing and distributing our proxy materials.
Your vote is important. Please carefully consider the proposals and vote in one of these ways:
| • | Internet – Follow the instructions on the Notice of Internet Availability or the proxy card to vote through the Internet |
| • | Telephone – Follow the instructions on the Notice of Internet Availability or the proxy card to vote by phone |
| • | Mail – If you request to receive a paper copy of our proxy materials, mark, sign, date and promptly return the proxy card in the postage-paid envelope |
| • | Annual Meeting – Submit a ballot at the Annual Meeting |
Only stockholders of record at the close of business on March 27, 2026, or their proxy holders, may vote at the meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 19, 2026. THIS PROXY STATEMENT AND THE COMPANY’S 2025 ANNUAL REPORT ON FORM 10-K ARE AVAILABLE AT WWW.ENVISIONREPORTS.COM/VNOM.
By Order of the Board of Directors,
Will Krueger
Vice President, General Counsel and Secretary
April 8, 2026
The Notice of Internet Availability of Proxy Materials is first being mailed to stockholders on April 8, 2026.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.