Viper Energy, Inc. 8-K

What Happened
Viper Energy, Inc. (VNOM) filed an 8-K on May 19, 2026 disclosing an amended and restated certificate of incorporation approved by stockholders at the Company’s 2026 Annual Meeting. The amendment provides that stockholders holding at least 20% of the voting power, determined on a net long basis and continuously for at least one year, may call special meetings of stockholders. The Annual Meeting was held May 19, 2026 at the Petroleum Club of Midland; eight directors were re-elected and Grant Thornton LLP was ratified as auditor.

Key Details

• Amendment approved May 19, 2026; right to call special meetings requires ≥20% of voting power on a net long basis held continuously for ≥1 year.
• Vote on the charter amendment (Proposal 4): For 301,976,161; Against 17,401,754; Abstain 328,916; Non‑votes 14,747,090.
• Directors re-elected (terms to 2027): Laurie H. Argo, Spencer D. Armour III, Frank C. Hu, W. Wesley Perry, James L. Rubin, Travis D. Stice, Kaes Van't Hof, Steven E. West. Vote totals varied by nominee (e.g., Travis D. Stice: For 318,943,050; Against 507,744).
• Advisory vote on executive compensation (Proposal 2): For 276,982,537; Against 42,274,219; Abstain 450,075.
• Auditor ratification (Proposal 3): Grant Thornton LLP ratified — For 333,814,077; Against 367,121; Abstain 272,723.

Why It Matters
This charter change strengthens the procedural rights of sizable, long-term shareholders by allowing them to call special meetings, which can make it easier for significant holders to push governance actions or proposals without waiting for the next annual meeting. The stockholder votes also confirm the board slate and the company’s auditor while showing notable but non‑controlling opposition on executive compensation. Investors should view this as a governance development that could influence shareholder engagement and activism going forward.