Viper Energy Partners (VNOM) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 19, 2026, with voting on director elections, executive compensation, auditor ratification, and a charter amendment regarding special meetings.

• Significant 2025 transactions included the $873M acquisition of 1979 Royalties and the $4B Sitio Royalties acquisition, expanding mineral and royalty interests.

• Conversion from a partnership to a corporation in November 2023 enhanced governance and stockholder rights.

• Board and management emphasize proactive shareholder engagement and sound governance practices.

Voting matters and shareholder proposals

• Proposals include electing eight directors, advisory approval of executive compensation, ratification of Grant Thornton LLP as auditor, and amending the certificate of incorporation to clarify special meeting rights for holders of at least 20% voting power for one year.

• Board recommends voting FOR all proposals.

• Proxy access allows groups holding 3%+ of stock for 3 years to nominate directors.

Board of directors and corporate governance

• Board consists of eight nominees, 75% of whom are independent; two are Diamondback designees as long as Diamondback owns at least 25% of stock.

• Committees: Audit, Compensation, and Nominating/Corporate Governance, all with independent chairs.

• Board diversity includes gender and ethnic representation; 33% of committees are chaired by diverse directors.

• Annual board and committee evaluations, director overboarding policy, and stock ownership guidelines for directors.

• Corporate Governance Guidelines address director qualifications, board refreshment, and inclusion.