Form 8-K - Current report

Sitio Royalties Corp.

Date: May 17, 2024

/s/ Brett Riesenfeld

Brett Riesenfeld

Executive Vice President, General Counsel and Secretary

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- Votes
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- Votes
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.

Exhibit 3.1

CERTIFICATE OF AMENDMENT TO

RESTATED CERTIFICATE OF INCORPORATION

SITIO ROYALTIES CORP.

This certificate of amendment (this “Certificate of Amendment”), dated May 17, 2024, has been duly executed and is filed pursuant to the General Corporation Law of the State of Delaware (the “DGCL”) to amend the Restated Certificate of Incorporation, filed on December 28, 2022 (the “Certificate of Incorporation”), of Sitio Royalties Corp., a Delaware corporation (the “Corporation”), under the DGCL.

1. The name of the Corporation is Sitio Royalties Corp.

2. This Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL.

3. The Certificate of Incorporation is hereby amended so that Article XI is amended and restated in its entirety to read as follows:

“The Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Restated Certificate (including any Preferred Stock Designation), and other provisions authorized by the laws of the State of Delaware at the time in force that may be added or inserted, in the manner now or hereafter prescribed by this Restated Certificate and the DGCL; and, except as set forth in Article VIII, all rights, preferences and privileges of whatever nature herein conferred upon stockholders, directors or any other persons by and pursuant to this Restated Certificate in its present form or as hereafter amended are granted subject to the rights reserved in this Article XI. Notwithstanding anything to the contrary contained in this Restated Certificate or the Bylaws, and notwithstanding that a lesser percentage or vote may be permitted from time to time by applicable law, no provision of this Restated Certificate may be altered, amended or repealed in any respect, nor may any provision of this Restated Certificate or of the Bylaws inconsistent therewith be adopted, unless in addition to any other vote required by this Restated Certificate or otherwise required by law, such alteration, amendment, repeal or adoption is approved at a meeting of the stockholders called for that purpose by the affirmative vote of the holders of a majority of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.”

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment to the Certificate of Incorporation as of the date first written above.


By:		/s/ Brett Riesenfeld
Name:		Brett Riesenfeld
Title:		Executive Vice President, General Counsel and Secretary

SIGNATURE PAGE TO

CERTIFICATE OF AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION OF

SITIO ROYALTIES CORP.

Document and Entity Information	May 14, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001949543
Current Fiscal Year End Date	--12-31
Document Type	8-K
Document Period End Date	May 14, 2024
Entity Registrant Name	SITIO ROYALTIES CORP.
Entity Incorporation State Country Code	DE
Entity File Number	001-41585
Entity Tax Identification Number	88-4140242
Entity Address, Address Line One	1401 Lawrence Street
Entity Address, Address Line Two	Suite 1750
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80202
City Area Code	(720)
Local Phone Number	640-7620
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Class A common stock, par value $0.0001 per share
Trading Symbol	STR
Security Exchange Name	NYSE
Entity Emerging Growth Company	false