Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

          Officers.




Approval of Plans



On December 29, 2021, Texas Pacific Land Corporation (the "Company") adopted its
2021 Incentive Plan (the "2021 Plan") and its 2021 Non-Employee Director Stock
and Deferred Compensation Plan (the "2021 Directors Plan"). The 2021 Plan and
the 2021 Directors Plan were approved by the Company's Board of Directors (the
"Board") on August 11, 2021 and by the Company's stockholders on December 29,
2021.



2021 Plan



The 2021 Plan will be administered by the Compensation Committee of the Board
(the "2021 Plan Administrator"). Employees of the Company, its affiliates or
subsidiaries are eligible to participate in the 2021 Plan if selected by the
2021 Plan Administrator. The 2021 Plan Administrator's authority includes, but
is not limited to, selecting award recipients, establishing all award terms and
conditions, including the terms and conditions set forth in award agreements,
granting awards as an alternative to or as the form of payment for grants or
rights earned or due under compensation plans or arrangements of the Company,
construing any ambiguous provision of the 2021 Plan or any award agreement, and,
subject to stockholder or participant approvals as may be required, adopting
modifications and amendments to the 2021 Plan or any award agreement. The 2021
Plan provides for the grant of nonqualified stock options, incentive stock
options, stock appreciation rights, restricted stock, restricted stock units,
performance shares, performance units, cash-based awards and other stock-based
awards. Awards granted under the 2021 Plan are generally subject to a minimum
vesting period of at least one year. Awards may be subject to cliff-vesting or
graded-vesting conditions, with graded vesting starting no earlier than one year
after the grant date. The Administrator may provide for shorter vesting periods
in an award agreement for no more than five percent of the maximum number of
shares authorized for issuance under the 2021 Plan. The maximum aggregate number
of shares of the Company's common stock, par value $.01 per share (the "Common
Stock") that may be issued under the 2021 Plan is 75,000 shares.



2021 Directors Plan



The 2021 Directors Plan will be administered by the Company's General Counsel
(the "2021 Directors Plan Administrator"). Each non-employee director of the
Company is eligible to be a participant in the 2021 Directors Plan until they no
longer serve as a non-employee director. The 2021 Directors Plan provides for
the grant of shares of Common Stock subject to one-year vesting requirements
unless otherwise determined by the 2021 Directors Plan Administrator. As of the
first day of each compensation year (as defined in the 2021 Directors Plan), the
Company will grant each participant a number of shares of Common Stock for such
year determined by (i) dividing the amount of each participant's cash retainer
for the compensation year by the fair market value of the shares on the first
day of the compensation year, and (ii) rounding such number of shares up to the
nearest whole share. The Company may revise the foregoing formula for any year
without stockholder approval, subject to the 2021 Directors Plan's overall share
limits. The maximum aggregate number of shares of Common Stock that may be
issued under the 2021 Plan is 10,000 shares. In addition to the grant of shares,
the 2021 Directors Plan also provides for the deferral by participants of all or
part of their cash compensation (in 10% increments) into a deferred cash account
and all or part of their stock compensation (in 10% increments) into a deferred
stock account. Distributions of deferrals under the 2021 Directors Plan will
generally be paid in a lump sum unless the participant specifies installment
payments over a period up to 10 years. Deferred cash account amounts are paid in
cash, and deferred stock is paid in whole shares of common stock. Unless
otherwise elected by the participant, distributions will begin on February 15 of
the year following the year in which the participant ceases to be a non-employee
director. The participant can also elect to have their distributions commence on
(a) the February 15th of the year following the later of the year in which they
cease to be a non- employee director and the year in which they attain a
specified age, or (b) the February 15th of the year following the year in which
they attain a specified age, without regard to whether they are still a
non-employee director.

The foregoing descriptions of the 2021 Incentive Plan and the 2021 Directors Plan are qualified in their entirety by reference to the respective plan documents, which are filed herewith as Exhibits 10.1 and 10.3.

                                       2

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) At the Annual Meeting of Stockholders of the Company on December 29, 2021 (the "Annual Meeting"), the stockholders of the Company voted on seven proposals.

Each stockholder of record is entitled to one vote per share of common stock. On
November 29, 2021, the record date for the Annual Meeting (the "Record Date"),
there were 7,746,356 votes underlying the issued and outstanding shares of
common stock. Present at the Annual Meeting in person or by proxy were holders
common stock representing an aggregate of 4,603,632 votes, or 59.43% of the
voting power underlying the issued and outstanding shares entitled to vote at
the Annual Meeting as of the Record Date, constituting a quorum.

(b) The Inspector of Election issued its final report which certified the final voting results for the Annual Meeting. Set forth below are the final voting results as provided by the independent Inspector of Election:

Proposal 1:

1. To elect three (3) Class I members of the Company's Board of Directors to serve until the 2024 Annual Meeting of Stockholders (or until successors are elected or directors resign or are removed).

                                                                      Broker
                                 Votes For Votes Against Abstentions Non-Votes Votes Cast % Votes For
Barbara J. Duganier              3,759,167    801,458      43,006        0     4,603,631    81.66%
Tyler Glover                     3,729,723    837,917      35,991        0     4,603,631    81.02%
Dana F. McGinnis                 2,259,914   2,302,696     41,021        0     4,603,631    49.09%




Proposal 2:

                                                                      Broker
                                 Votes For Votes Against Abstentions Non-Votes Votes Cast % Votes For
To approve, by advisory          3,655,110    894,665      53,856        0     4,603,631    79.40%
non-binding vote, executive
compensation.





Proposal 3:

                                  1 Year   2 Years  3 Years  Abstentions Votes Cast
To determine, by advisory        4,231,579  18,922   81,467    271,663   4,603,631
non-binding vote, the frequency
of future stockholder advisory
votes on executive compensation.




Proposal 4:

                                                                      Broker
                                 Votes For Votes Against Abstentions Non-Votes Votes Cast % Votes For
To approve the Company's 2021    3,639,736    883,466      80,429        0     4,603,631    79.06%
Incentive Plan.




Proposal 5:

                                                                      Broker
                                 Votes For Votes Against Abstentions Non-Votes Votes Cast % Votes For
To approve the Company's 2021    3,636,563    894,375      72,693        0     4,603,631    78.99%
Non-Employee Director Stock and
Deferred Compensation Plan.




Proposal 6:

                                                                      Broker
                                 Votes For Votes Against Abstentions Non-Votes Votes Cast % Votes For
To ratify the appointment of     4,094,454    474,117      35,060        0     4,603,631    88.94%
Deloitte & Touche LLP as our
independent auditors for the
fiscal year ending December 31,
2021.




Proposal 7:

                                                                      Broker
                                 Votes For Votes Against Abstentions Non-Votes Votes Cast % Votes For
To consider a stockholder        2,574,211   1,984,284     45,136        0     4,603,631    55.92%
proposal requesting that the
Board take actions to declassify
the Board.




                                       3

No other matters were properly presented for consideration or stockholder action at the Annual Meeting.

Notwithstanding the terms of the stockholders' agreement (the "Stockholders'
Agreement"), entered into on June 11, 2020 among Texas Pacific Land Trust (and
later assigned to the Company), Horizon Kinetics LLC and Horizon Kinetics Asset
Management LLC (together with Horizon Kinetics LLC and its affiliates,
"Horizon"), SoftVest Advisors, LLC ("SoftVest Advisors") and SoftVest, L.P.
(together with SoftVest Advisors and its affiliates, "SoftVest"), and Mission
Advisors, LP, Horizon and SoftVest did not vote for the re-election of Mr.
McGinnis. If Horizon and SoftVest had voted for Mr. McGinnis, he would have
received a majority of the votes cast.



Pursuant to the Company's Amended and Restated Bylaws (the "Bylaws"), Mr.
McGinnis is required to promptly tender his resignation to the Board, and the
Nominating and Corporate Governance Committee of the Board will make a
recommendation to the Board as to whether to accept or reject the tendered
resignation. The Board will act on the tendered resignation, taking into account
the Nominating and Corporate Governance Committee's recommendation and the
failure of Horizon and Soft Vest to vote for Mr. McGinnis as described in the
previous paragraph, and publicly disclose its decision regarding the tendered
resignation within ninety days of the date of the certification of the Annual
Meeting results.


Item 8.01. Other Events.




Our annual meeting of stockholders for 2022 is scheduled to be held on November
16, 2022. Any director nomination or stockholder proposal submitted outside the
processes of Rule 14a-8 promulgated under the Securities Exchange Act of 1934,
as amended, which a stockholder intends to present at the Company's 2022 annual
meeting of stockholders, will be untimely unless it is received between July 19,
2022 and August 18, 2022 in accordance with our bylaws. Please refer to our
bylaws for additional requirements in connection with such submissions.

At the Annual Meeting on December 29, 2021, Tyler Glover, the Chief Executive Officer of the Company, delivered remarks to stockholders. The remarks are attached hereto as Exhibit 99.1.

           Cautionary Statement Regarding Forward-Looking Statements



Statements made in the remarks may contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, that are based on the
Company's beliefs, as well as assumptions made by, and information currently
available to, the Company, and therefore involve risks and uncertainties that
are difficult to predict. Generally, future or conditional verbs such as "will,"
"would," "should," "could," or "may" and the words "believe," "anticipate,"
"continue," "intend," "expect" and similar expressions identify forward-looking
statements. Forward-looking statements include, but are not limited to,
references to strategies, plans, objectives, expectations, intentions,
assumptions, future operations and prospects and other statements that are not
historical facts. You should not place undue reliance on forward-looking
statements. Although the Company believes that plans, intentions and
expectations reflected in or suggested by any forward-looking statements made
herein are reasonable, the Company may be unable to achieve such plans,
intentions or expectations and actual results, and performance or achievements
may vary materially and adversely from those envisaged in the statements made in
the remarks.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits.



Exhibit  Description
Number
  10.1     Texas Pacific Land Corporation 2021 Incentive Plan (incorporated by
         reference to Exhibit 10.1 to our Registration Statement on Form S-8
         filed on December 29, 2021 (File No. 333-261938))

10.2 Form of Restricted Stock Award Agreement (Employees) (incorporated by

         reference to Exhibit 10.2 to our Registration Statement on Form S-8
         filed on December 29, 2021 (File No. 333-261938))

  10.3     Texas Pacific Land Corporation 2021 Non-Employee Director Stock and
         Deferred Compensation Plan (incorporated by reference to Exhibit 10.3 to
         our Registration Statement on Form S-8 filed on December 29, 2021 (File
         No. 333-261938))

10.4 Form of Restricted Stock Award Agreement (Directors) (incorporated by

         reference to Exhibit 10.4 to our Registration Statement on Form S-8
         filed on December 29, 2021 (File No. 333-261938))

99.1 Remarks of Tyler Glover at Annual Meeting of Stockholders on December

         29, 2021.

104      Cover Page Interactive Data File (embedded within the Inline XBRL
         document).




                                       4

© Edgar Online, source Glimpses