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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 20, 2025
___________
VIPER ENERGY, INC.
(Exact Name of Registrant as Specified in Charter)
| | | | | | | | | | | | | | | | | |
DE | 001-36505 | 46-5001985 | |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | |
| 500 West Texas Ave. | | | | |
| Suite 100 | | | | |
| Midland, | TX | | | 79701 | |
(Address of principal
executive offices) | | | (Zip code) | |
(432) 221-7400
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Class A Common Stock, $0.000001 Par Value | VNOM | The Nasdaq Stock Market LLC |
| | (NASDAQ Global Select Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 20, 2025, Viper Energy, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) at the Petroleum Club of Midland at 501 West Wall Street, Midland, Texas 79701. At the Annual Meeting, the Company’s stockholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 10, 2025. The following is a brief description of each matter voted upon and the results of such voting, including the number of votes cast for each matter and the number of votes cast against, abstentions and broker non-votes, if applicable, with respect to each matter.
Proposal 1
Laurie H. Argo, Spencer D. Armour, Frank C. Hu, W. Wesley Perry, James L. Rubin, Travis D. Stice, Kaes Van't Hof and Steven E. West were elected to continue to serve as the Company’s directors until the 2026 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. The results of the stockholder vote on Proposal 1 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name of Nominee | | For | | Against | | Abstain | | Non-Votes |
Laurie H. Argo | | 190,301,974 | | 8,294,493 | | 539,041 | | 8,572,765 |
Spencer D. Armour | | 196,238,089 | | 2,594,182 | | 303,237 | | 8,572,765 |
Frank C. Hu | | 196,349,656 | | 2,454,333 | | 331,519 | | 8,572,765 |
W. Wesley Perry | | 196,001,426 | | 2,830,091 | | 303,991 | | 8,572,765 |
James L. Rubin | | 198,173,783 | | 804,832 | | 156,893 | | 8,572,765 |
Travis D. Stice | | 198,677,264 | | 278,559 | | 179,685 | | 8,572,765 |
Kaes Van't Hof | | 198,657,867 | | 293,469 | | 184,172 | | 8,572,765 |
Steven E. West | | 192,981,125 | | 5,999,359 | | 155,024 | | 8,572,765 |
Proposal 2
The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The results of the stockholder vote on Proposal 2 were as follows:
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Non-Votes |
| 164,978,320 | | 33,850,646 | | 306,541 | | 8,572,766 |
Proposal 3
The appointment of Grant Thornton LLP as the Company’s independent auditors for the fiscal year ending December 31, 2025 was ratified. The results of the stockholder vote on Proposal 3 were as follows:
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Non-Votes |
| 207,259,987 | | 309,437 | | 138,849 | | — |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | VIPER ENERGY, INC. |
| | | | |
| Date: | May 20, 2025 | | | |
| | | | |
| | | By: | /s/ Teresa L. Dick |
| | | Name: | Teresa L. Dick |
| | | Title: | Chief Financial Officer, Executive Vice President and Assistant Secretary |