| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
Cross Timbers Royalty Trust (the “Trust”) held a special meeting of its unitholders on May 4, 2022, at 12:00 p.m., Central Time, at Shady Oaks Country Club, 320 Roaring Springs Road, Fort Worth, Texas 76114 (the “Special Meeting”).
At the Special Meeting, unitholders of the Trust were asked to consider and vote upon (i) the appointment of Argent Trust Company as successor trustee of the Trust, (ii) an amendment to the Cross Timbers Royalty Trust Indenture dated February 12, 1991, as amended and restated on January 13, 1992 (the “Trust Indenture”), that would permit a bank or trust company with capital, surplus and undivided profits of at least $20,000,000 to serve as successor trustee of the Trust, and (iii) to approve an adjournment of the Special Meeting, if necessary or appropriate, to permit solicitation of additional proxies in favor of the above proposals.
Of the 6,000,000 units outstanding and entitled to vote as of the record date for the Special Meeting, 3,190,358 units were present at the Special Meeting in person or by proxy. As such, a quorum was established at the Special Meeting.
The proposals voted on by the unit holders at the Special Meeting and the voting results are set forth below.
1. Proposal to approve the appointment of Argent Trust Company as successor trustee to serve as trustee of the Trust once the resignation of Simmons Bank, the current Trustee of the Trust, takes effect, was approved by the following vote:
| | | | | | | | | | | | |
For | | Against | | | Abstain | | | Broker Non-Votes | |
2,988,557 | | | 108,375 | | | | 93,426 | | | | 0 | |
2. Proposal to approve an amendment to the Trust Indenture to permit a trust company which has a capital, surplus and undivided profits (as of the end of its last fiscal year prior to its appointment) of at least $20,000,000 to serve as trustee of the Trust, was not approved by the following vote:
| | | | | | | | | | | | |
For | | Against | | | Abstain | | | Broker Non-Votes | |
2,949,115 | | | 136,744 | | | | 104,499 | | | | 0 | |
3. Proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, to permit solicitation of additional proxies in favor of the above proposals, was approved by the following vote:
| | | | | | | | | | | | |
For | | Against | | | Abstain | | | Broker Non-Votes | |
2,954,200 | | | 112,745 | | | | 123,413 | | | | 0 | |
On May 5, 2022, the Trust issued a press release announcing the voting results of the Special Meeting. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
As previously disclosed, the resignation of Simmons Bank, as trustee, and Argent’s appointment as successor trustee, are subject to certain conditions set forth in an agreement between Simmons Bank and Argent, including approval by the unitholders of the Trust and of certain other trusts of which Simmons Bank acts as trustee (or a court) of (i) Argent’s appointment as successor trustee and (ii) any amendments to the Trust Indenture or to the trust agreements and indentures of the other trusts (whether by unitholder approval or a court) necessary to permit Argent to serve as successor trustee.
