Viper Energy Partners (VNOM) Proxy filing summary

Executive summary

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

• Significant corporate developments in 2025 include the conversion to corporate status, major acquisitions (Sitio and 1979 Royalties), and internal reorganization.

• Board and management emphasize proactive shareholder engagement, governance enhancements, and alignment of interests through compensation and ownership policies.

Voting matters and shareholder proposals

• Shareholders will vote to elect eight directors, approve executive compensation (say-on-pay), ratify Grant Thornton LLP as auditor, and amend the certificate of incorporation to clarify special meeting rights.

• Board recommends voting FOR all proposals.

• Proxy access allows eligible shareholders to nominate directors; special meetings can be called by holders of at least 20% voting power for one year.

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 shares.

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

• Board diversity includes gender and ethnic representation; regular evaluations and director overboarding policy in place.

• Corporate Governance Guidelines address director qualifications, tenure, independence, and stock ownership.