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 20, 2025

___________

VIPER ENERGY, INC.

(Exact Name of Registrant as Specified in Charter)

001-36505

46-5001985

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

500 West Texas Ave.

Suite 100

Midland,

79701

(Address of principal
executive offices)

(Zip code)

(432) 221-7400

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐ Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications 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 Securities Exchange Act of 1934:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.000001 Par Value	VNOM	The Nasdaq Stock Market LLC
		(NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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

On May 20, 2025, Viper Energy, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) at the Petroleum Club of Midland at 501 West Wall Street, Midland, Texas 79701. At the Annual Meeting, the Company’s stockholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 10, 2025. The following is a brief description of each matter voted upon and the results of such voting, including the number of votes cast for each matter and the number of votes cast against, abstentions and broker non-votes, if applicable, with respect to each matter.

Proposal 1

Laurie H. Argo, Spencer D. Armour, Frank C. Hu, W. Wesley Perry, James L. Rubin, Travis D. Stice, Kaes Van't Hof and Steven E. West were elected to continue to serve as the Company’s directors until the 2026 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. The results of the stockholder vote on Proposal 1 were as follows:


Name of Nominee	For	Against	Abstain	Non-Votes
Laurie H. Argo	190,301,974	8,294,493	539,041	8,572,765
Spencer D. Armour	196,238,089	2,594,182	303,237	8,572,765
Frank C. Hu	196,349,656	2,454,333	331,519	8,572,765
W. Wesley Perry	196,001,426	2,830,091	303,991	8,572,765
James L. Rubin	198,173,783	804,832	156,893	8,572,765
Travis D. Stice	198,677,264	278,559	179,685	8,572,765
Kaes Van't Hof	198,657,867	293,469	184,172	8,572,765
Steven E. West	192,981,125	5,999,359	155,024	8,572,765

Proposal 2

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The results of the stockholder vote on Proposal 2 were as follows:


For	Against	Abstain	Non-Votes
164,978,320	33,850,646	306,541	8,572,766

Proposal 3

The appointment of Grant Thornton LLP as the Company’s independent auditors for the fiscal year ending December 31, 2025 was ratified. The results of the stockholder vote on Proposal 3 were as follows:


For	Against	Abstain	Non-Votes
207,259,987	309,437	138,849	—

SIGNATURE

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.

VIPER ENERGY, INC.

Date:

May 20, 2025

By:

/s/ Teresa L. Dick

Name:

Teresa L. Dick

Title:

Chief Financial Officer, Executive Vice President and Assistant Secretary

Viper Energy, Inc. 8-K