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Get filing alertsViper Energy stockholders approve 20% threshold for calling special meetings
Filed May 19, 2026 · Period ending May 19, 2026 · ~1 min read
Key Changes
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Stockholders approved amendment allowing holders of 20%+ voting power (held continuously for one year) to call special meetings, passing with 94.5% support and enhancing shareholder governance rights.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Say-on-pay vote passed with 86.8% support (276,982,537 for, 42,274,219 against, 450,075 abstentions, 14,747,090 broker non-votes), reflecting elevated opposition of 13.2% that may warrant board review of compensation practices.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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All eight directors elected with 97.2%–99.8% support in uncontested elections; Travis D. Stice and Kaes Van't Hof received highest approval at 99.8%.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Grant Thornton LLP ratified as independent auditor for 2026 with 99.8% support (333,814,077 for, 367,121 against, 272,723 abstentions).
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
Summary
Viper Energy's 2026 annual meeting produced one notable governance change: stockholders approved an amendment to the certificate of incorporation allowing holders of at least 20% of voting power (measured on a net long basis and held continuously for one year) to call special meetings. The proposal passed with 94.5% support, lowering the threshold for stockholder-initiated meetings and enhancing governance flexibility for significant long-term holders. The say-on-pay vote passed with 86.8% support, but the 13.2% opposition is elevated compared to typical executive compensation approvals and may prompt the board to review compensation structure or disclosure practices.
All other matters were routine: eight directors were re-elected with strong support (97.2%–99.8%), and Grant Thornton LLP was ratified as auditor with 99.8% approval. The governance amendment is the primary takeaway for investors tracking shareholder rights at VNOM.
Section-by-Section Diff
Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws
Item 5.03 — Amendments to Articles of Incorporation or Bylaws filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
The Second Amended and Restated Certificate of Incorporation provides 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 makes other immaterial changes.
The company amended its certificate of incorporation to grant stockholders holding at least 20% of voting power (on a net long basis, held continuously for one year) the right to call special stockholder meetings. This governance change enhances stockholder rights by providing a mechanism for significant stockholders to convene meetings outside the regular annual schedule. The amendment was approved by stockholders at the 2026 Annual Meeting.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
VNOM held its 2026 annual meeting, electing 8 directors, approving executive compensation, ratifying auditor, and amending bylaws for special meetings.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
The appointment of Grant Thornton LLP as the Company’s independent auditor for the fiscal year ending December 31, 2026 was ratified. The results of the stockholder vote on Proposal 3 were as follows: ForAgainstAbstainNon-Votes 333,814,077367,121272,723—
Grant Thornton LLP was ratified as independent auditor with 99.8% support. This is a routine approval with no broker non-votes, as auditor ratification is a matter brokers can vote on without client instruction.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify