Dorchester Minerals (DMLP) Proxy Filing summary

Executive summary

• 2024 results were driven by increased Royalty Properties sales volumes from drilling in the Permian Basin and Bakken, and new production from recent acquisitions, offset by lower NPI sales, leasing, and natural gas prices.

• Net income for 2024 was $92.4 million, with $146.5 million distributed to limited partners.

• Significant acquisitions included mineral, royalty, and overriding royalty interests in New Mexico, Texas, and Colorado, totaling over $235 million in value and over 16,900 net royalty acres.

• First payments were received on 1,943 gross and 12 net new wells on Royalty Properties, and 146 gross and 2 net new wells on NPI Properties, with activity concentrated in key oil and gas regions.

Voting matters and shareholder proposals

• Unitholders will vote to elect three managers to the Board and Advisory Committee, and to approve Grant Thornton LLP as independent auditor for 2025.

• Board recommends voting FOR all nominees and the auditor appointment.

• Only holders of record as of March 21, 2025, are entitled to vote; 47,339,756 units outstanding, each with one vote.

• Quorum requires a majority of outstanding units; plurality needed for manager election, majority for auditor approval.

• Next say-on-pay advisory vote will be held at the 2026 Annual Meeting.

Board of directors and corporate governance

• Board is led by a separate Chairman and CEO, with a majority of managers deemed independent under NASDAQ and SEC rules.

• Board held nine meetings in 2024; all managers attended at least 75% of meetings.

• Advisory Committee serves as Audit and Compensation Committees, addressing conflicts of interest and business opportunities.

• No nominating committee; nominations made by members of the general partner.

• Code of Business Conduct and Ethics reviewed and found adequate in 2025.