Viper Energy Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$VNOM
Oil & Gas Production
Energy
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 19, 2026
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(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||||||||
| (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 filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| (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 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 19, 2026, Viper Energy, Inc. (the “Company”) filed an amended and restated certificate of incorporation (the “Second Amended and Restated Certificate of Incorporation”). The Second Amended and Restated Certificate of Incorporation was approved by the requisite number of votes by the Company’s stockholders at the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”). 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 foregoing description of the Second Amended and Restated Certificate of Incorporation does not purport to be complete and is qualified in its entirety by reference to the actual terms of the Second Amended and Restated Certificate of Incorporation, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 19, 2026, the Company held its 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 four proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 8, 2026. 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 III, 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 2027 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 | 310,344,798 | 8,831,195 | 530,838 | 14,747,090 | ||||||||||||||||||||||
| Spencer D. Armour III | 315,032,706 | 4,416,722 | 257,403 | 14,747,090 | ||||||||||||||||||||||
Frank C. Hu | 316,463,712 | 2,958,396 | 284,723 | 14,747,090 | ||||||||||||||||||||||
W. Wesley Perry | 314,801,157 | 4,647,690 | 257,984 | 14,747,090 | ||||||||||||||||||||||
James L. Rubin | 310,270,317 | 9,178,249 | 258,265 | 14,747,090 | ||||||||||||||||||||||
Travis D. Stice | 318,943,050 | 507,744 | 256,037 | 14,747,090 | ||||||||||||||||||||||
Kaes Van't Hof | 318,926,187 | 524,450 | 256,194 | 14,747,090 | ||||||||||||||||||||||
Steven E. West | 312,229,207 | 7,219,518 | 258,106 | 14,747,090 | ||||||||||||||||||||||
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 | |||||||||||||||||
| 276,982,537 | 42,274,219 | 450,075 | 14,747,090 | |||||||||||||||||
Proposal 3
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:
| For | Against | Abstain | Non-Votes | |||||||||||||||||
| 333,814,077 | 367,121 | 272,723 | — | |||||||||||||||||
Proposal 4
The Company’s stockholders approved 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. The results of the stockholder vote on Proposal 4 were as follows:
| For | Against | Abstain | Non-Votes | |||||||||||||||||
| 301,976,161 | 17,401,754 | 328,916 | 14,747,090 | |||||||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Description | |||||||
| 3.1 | ||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | |||||||
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.
VIPER ENERGY, INC. | ||||||||||||||
| Date: | May 19, 2026 | |||||||||||||
| By: | /s/ Teresa L. Dick | |||||||||||||
| Name: | Teresa L. Dick | |||||||||||||
| Title: | Chief Financial Officer, Executive Vice President and Assistant Secretary | |||||||||||||