Sitio Royalties Corp. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$STR
Oil & Gas Production
Energy
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 13, 2025
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 13, 2025, Sitio Royalties Corp. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders voted on three proposals, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 28, 2025 (the “Proxy Statement”).
There were 77,977,229 shares of Class A common stock, par value $0.0001 per share (the “Class A common stock”), and 73,391,244 shares of Class C common stock, par value $0.0001 per share (the “Class C common stock,” and, together with the Class A common stock, the “common stock”), outstanding, respectively on March 21, 2025, the record date (the “Record Date”) for the Annual Meeting. At the Annual Meeting, the holders of 141,121,397 shares of common stock, voting as a single class, were represented in person or by proxy, representing approximately 93.23% 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 2026 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 | 129,312,054 | 96.49% | 4,703,503 | 7,105,840 | ||||||||||
| Christopher L. Conoscenti | 133,610,009 | 99.70% | 405,548 | 7,105,840 | ||||||||||
| Morris R. Clark | 133,470,889 | 99.59% | 544,668 | 7,105,840 | ||||||||||
| Alice E. Gould | 133,389,378 | 99.53% | 626,179 | 7,105,840 | ||||||||||
| Claire R. Harvey | 126,544,486 | 94.43% | 7,471,071 | 7,105,840 | ||||||||||
| Gayle L. Burleson | 133,483,914 | 99.60% | 531,643 | 7,105,840 | ||||||||||
| Jon-Al Duplantier | 133,212,930 | 99.40% | 802,627 | 7,105,840 | ||||||||||
| Richard K. Stoneburner | 126,676,794 | 94.52% | 7,338,763 | 7,105,840 | ||||||||||
| John R. (“J.R.”) Sult | 124,730,221 | 93.07% | 9,285,336 | 7,105,840 | ||||||||||
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-Votes | ||||||||||
| 133,156,679 | 99.36% | 662,086 | 196,792 | 7,105,840 | ||||||||||
Proposal 3 – Ratification of Independent Registered Public Accounting Firm
The results of the vote to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 were as follows:
| For | % For | Against | Abstain | ||||||||
| 138,005,656 | 97.79% | 3,016,759 | 98,982 | ||||||||
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 15, 2025 | By: | /s/ Brett S. Riesenfeld | ||||||||
| Name: | Brett S. Riesenfeld | ||||||||||
| Title: | Executive Vice President, General Counsel and Secretary | ||||||||||