Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On April 15, 2022, the Board of Directors (the "Board") of Texas Pacific Land
Corporation (the "Company") appointed Karl F. Kurz and Rhys J. Best as directors
effective immediately. In connection with these appointments, the Board
increased its size to ten (10) directors. Mr. Kurz will be a Class I director
and Mr. Best will be a Class II director.
Messrs. Kurz and Best will receive compensation for service to the Board in
accordance with the non-employee director compensation program paid by the
Company to all non-employee directors. Neither Mr. Kurz nor Mr. Best have any
family relationship with any director, executive officer or other director
designee of the Company, nor has either held any previous position with the
Company or been involved in any transactions with the Company or any of the
Company's directors, executive officers, affiliates or associates that are
required to be disclosed pursuant to the rules and regulations of the Securities
and Exchange Commission.
Mr. Kurz spent nine years at Anadarko Petroleum Corporation, where he held roles
as Chief Operating Officer and Senior Vice President of Northern America
Operations, Midstream and Marketing, and is currently a non-executive Chairman
of the board at American Water Works Co., Inc. (NYSE: AWK). Mr. Kurz also has
extensive private equity experience that includes serving as a senior investment
executive at Ares Capital and CCMP Capital Advisors, where he focused on
investments in the oil and gas upstream and midstream sectors.
Mr. Best is the former Chairman and Chief Executive Officer of Lone Star
Technologies, Inc., a role he retired from after the successful merger with
United States Steel Company (NYSE: X). He has extensive corporate leadership and
governance experience through participation on numerous boards of directors of
major public companies. Notably, Mr. Best served as a director at Cabot Oil and
Gas Corp. from 2008 to 2021, his term ending after the company merged with
Cimarex Energy in 2021 to form Coterra Energy (NYSE: CTRA).
On April 19, 2022, the Company issued a press release announcing the appointment
of Messrs. Kurz and Best, a copy of which is filed herewith as Exhibit 99.1.
Item 8.01. Other Events.
The Board's Nominating and Corporate Governance Committee is in the process of
evaluating the possible declassification of the Board and has retained Delaware
counsel to assist in the evaluation. This process includes a detailed review of
the procedures required to declassify the Board in accordance with rules and
guidance from the Securities and Exchange Commission and Delaware law, as well
as the Company's governance documents and any contractual obligations. The
Nominating and Corporate Governance Committee expects to make a recommendation
to the full Board in time for a proposal, if any, to be included in proxy
materials for the Company's 2022 annual meeting of stockholders. If recommended,
the declassification of the Board would require the affirmative vote of a
majority of the Company's directors and approval of the holders of a majority of
our outstanding common stock.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Press release dated April 19, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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