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# Texas Pacific Land Asks Holders To Vote To Leave Delaware For Texas On November 5
- URL: https://www.bullished.co/texas-pacific-land-asks-holders-to-vote-to-leave-delaware-for-texas-on-november-5-ac2db531/
- Published: 2026-10-25T12:35:52.000Z
- Updated: 2026-10-28T17:08:50.000Z
- Description: The board says reincorporating in Texas would keep stockholder rights intact, and its largest holder has a representative on the board.
- Author: Matteo Parrino
- Tags: SEC Filings, TPL, Industry: Energy, Topic: Leadership & Governance

Texas Pacific Land, the Dallas-based landowner that holds about 882,000 surface acres mostly in the Permian Basin, is [urging stockholders](https://www.sec.gov/Archives/edgar/data/0001811074/000110465926118468/tm2627999d1%5Fdefa14a.htm?ref=bullished.co) to approve Proposal 4, which would move its incorporation from Delaware to Texas. The board mailed a letter Friday ahead of the annual meeting on November 5.

## Why the board wants Texas

The board told holders there is "no meaningful connection to Delaware" beyond the company's state of incorporation. Texas, by contrast, is where its headquarters, management, employees, business operations, most directors and virtually all land sit, the letter says.

It describes the company as one of the largest private landowners in Texas, with [approximately 894,000 acres](https://www.sec.gov/Archives/edgar/data/0001811074/000110465926118468/tm2627999d1%5Fdefa14a.htm?ref=bullished.co) across 23 counties. The board also points to a business court system Texas has built in recent years and a legal framework it says emphasizes clarity and common-sense governance.

The directors voted unanimously for the move, according to the letter. The board includes a representative of the largest stockholder, Horizon Kinetics Holding Corporation.

## Rights holders would keep

The letter says the conversion would preserve annual director elections and a majority-of-votes-cast standard in uncontested elections. Stockholders would also keep the right to nominate directors, submit business proposals, call special meetings and amend the bylaws.

The board argues the change would formalize the company's tie to the state and benefit the company and its holders.

## From 1888 trust to Delaware corporation

The letter traces the company to 1888, when it was organized as a business trust to receive land from the Texas and Pacific Railway Company. In 2021 it became a Delaware corporation.

Since then, the letter says, governance has changed through board declassification, stockholder representation on the board, special meeting rights, board refreshment guidelines and proxy access policies.

The company is not an oil and gas producer. Its land segment earns royalties, easement and lease fees and land sales, and made up 62% of 2025 revenue, while water services made up 38%, according to its annual report. Its market value was $23.3 billion in the most recent reading.

Holders vote on Proposal 4 at the annual meeting on November 5, and the board's letter asks them to vote "FOR."

Learn

- [A Checklist For Reading A Proxy Statement's Executive Pay Table →](https://www.bullished.co/learn/how-to-read-proxy-statement-executive-compensation/)  
Read a proxy statement's executive pay in six steps: summary table, pay ratio, perks, related-party deals, activist settlements and votes, with real examples.

### Sources

- [Texas Pacific Land — DEFA14A (2026-10-23)](https://www.sec.gov/Archives/edgar/data/0001811074/000110465926118468/tm2627999d1%5Fdefa14a.htm?ref=bullished.co) — SEC EDGAR
- [Texas Pacific Land Corporation (TPL) Stock Forecasts](https://finance.yahoo.com/research/reports/ARGUS%5F6311%5FQuantitativeReport%5F1792540800000?ref=bullished.co) — Yahoo Finance