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 14, 2024
SITIO ROYALTIES CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41585 | 88-4140242 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 1401 Lawrence Street, Suite 1750 |
| Denver, Colorado 80202 |
| (Address of principal executive office and Zip Code) |
(720) 640-7620
Registrant’s telephone number, including area code
N/A
(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 (see General Instruction A.2. below):
| ☐ | Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communication 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 Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Class A common stock, par value $0.0001 per share | STR | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As described in greater detail under Item 5.07 below, Sitio Royalties Corp. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on May 14, 2024. At the Annual Meeting, upon the recommendation of the Company’s board of directors (the “Board”), the Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation to eliminate the supermajority voting provision (the “Charter Amendment”).
The Charter Amendment became effective immediately upon filing with the Secretary of State of the State of Delaware on May 17, 2024. A description of the Charter Amendment is provided in “Proposal 3 – Amend the Restated Certificate of Incorporation to Eliminate the Supermajority Voting Provision” of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 29, 2024 (the “Proxy Statement”), which description and text are incorporated herein by reference.
The foregoing description of the terms of the Charter Amendment does not purport to be complete and is qualified in its entirety by the full text of the Charter Amendment, which is filed herewith as Exhibit 3.1 and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 14, 2024, the Company held the Annual Meeting. At the Annual Meeting, the stockholders voted on three proposals, each of which is described in detail in the Proxy Statement.
There were 156,961,870 shares of the Company’s common stock (“common stock”) issued and outstanding on March 22, 2024, the record date (the “Record Date”) for the Annual Meeting. At the Annual Meeting, the holders of 135,911,471 shares of common stock, voting as a single class, were represented in person or by proxy, representing approximately 86.59% of the total outstanding shares as of the Record Date, which constituted a quorum.
The final voting results with respect to each proposal are set forth in the following tables.
Proposal 1 - Election of Directors
The results of the vote to elect the nine nominees identified in the Proxy Statement to serve as directors until the 2025 Annual Meeting of Stockholders or until their successors are duly elected and qualified were as follows:
Nominee | For | % For | Withheld | Broker Non- Votes | ||||||||||||
Noam Lockshin | 135,348,374 | 99.59 | % | 563,097 | 0 | |||||||||||
Christopher L. Conoscenti | 135,654,246 | 99.81 | % | 257,225 | 0 | |||||||||||
Morris R. Clark | 135,111,648 | 99.41 | % | 799,823 | 0 | |||||||||||
Alice E. Gould | 135,435,822 | 99.65 | % | 475,649 | 0 | |||||||||||
Claire R. Harvey | 128,866,694 | 94.82 | % | 7,044,777 | 0 | |||||||||||
Gayle L. Burleson | 135,531,442 | 99.72 | % | 380,029 | 0 | |||||||||||
Jon-Al Duplantier | 135,467,948 | 99.67 | % | 443,523 | 0 | |||||||||||
Richard K. Stoneburner | 129,515,426 | 95.29 | % | 6,396,045 | 0 | |||||||||||
John R. (“J.R.”) Sult | 124,004,016 | 91.24 | % | 11,907,455 | 0 | |||||||||||
Proposal 2 - Non-Binding Advisory Vote to Approve Company’s Compensation of Named Executive Officers
The results of the non-binding advisory vote to approve the Company’s compensation of its named executive officers were as follows:
For | % For | Against | Abstain | Broker Non- | ||||
| 134,885,095 | 99.24% | 845,945 | 180,431 | 0 |
Proposal 3 - Vote to Approve the Amendment to the Company’s Restated Certificate of Incorporation to Eliminate the Supermajority Voting Provision
The results of the vote to approve the amendment to the Company’s Restated Certificate of Incorporation to eliminate the supermajority voting provision were as follows:
For | % For | Against | Abstain | Broker Non- | ||||
| 135,447,892 | 99.66% | 335,237 | 128,342 | 0 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit Number | Description | |
| 3.1 | Amendment to the Restated Certificate of Incorporation of Sitio Royalties Corp., dated as of May 17, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
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.
| Sitio Royalties Corp. | ||||||
| Date: May 17, 2024 | By: | /s/ Brett Riesenfeld | ||||
| Name: | Brett Riesenfeld | |||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||