UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

☑	Filed by the Registrant	☐	Filed by a party other than the Registrant

CHECK THE APPROPRIATE BOX:
☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

Sitio Royalties Corp.

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑		No fee required
☐		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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Sitio Royalties Corp.
1401 Lawrence Street, Suite 1750
Denver, CO 80202

Letter from the Chairman of the Board

Dear Fellow Shareholders:

It is my pleasure to invite you to attend the 2024 Annual Meeting of Stockholders of Sitio Royalties Corp. (the “Annual Meeting”) to be held on Tuesday, May 14, 2024, at 11:00 AM Central Time, at www.virtualshareholdermeeting.com/STR2024.

The following Notice of Annual Meeting describes the business to be conducted at the Annual Meeting. We encourage you to review the materials and vote your shares.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU CAST YOUR VOTE “FOR” PROPOSALS 1, 2, AND 3, AS DESCRIBED IN THE PROXY STATEMENT.

The Board of Directors of Sitio Royalties Corp. (the “Board”) has fixed the close of business on March 22, 2024 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting or any postponement or adjournment thereof. Accordingly, only stockholders of record at the close of business on the Record Date are entitled to notice of, and shall be entitled to vote at, the Annual Meeting or any postponement or adjournment thereof. Attendance is limited to stockholders of the Company, their proxy holders and our guests. Stockholders holding stock in brokerage accounts must bring a legal proxy or other evidence of share ownership as of March 22, 2024 to be admitted to the meeting.

Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. You can ensure that your shares are represented and voted at the meeting by submitting your proxy/voting instruction over the Internet or by telephone. If you received your proxy materials by mail, you may also submit your proxy/voting instruction by mail by using the traditional proxy/voting instruction card that was included. Instructions for these convenient ways to vote are set forth on both the Notice of Internet Availability of Proxy Materials and the proxy/ voting instruction card.

The Annual Meeting will be completely virtual to enable our stockholders to participate from any location around the world that is convenient to them. You will be able to attend the Annual Meeting at www.virtualshareholdermeeting.com/STR2024. If the Annual Meeting is postponed or adjourned, your proxy will still be valid and may be voted at the rescheduled meeting. You may change or revoke your proxy until it is voted. If you are planning to attend our meeting, please monitor the Investor Relations section of our website at https://investors.sitio.com for updated information. To ensure your vote is counted, we encourage you to vote your shares prior to the Annual Meeting.

Thank you for your continued support of Sitio Royalties Corp.

Sincerely,

Noam Lockshin
Chairman of the Board

VOTING YOUR SHARES IS IMPORTANT.

PLEASE SUBMIT YOUR PROXY/VOTING INSTRUCTION OVER THE INTERNET OR BY TELEPHONE. YOU CAN ALSO COMPLETE, SIGN, DATE AND PROMPTLY RETURN YOUR PROXY/VOTING INSTRUCTION CARD IF YOU RECEIVED PROXY MATERIALS BY MAIL.

2024 PROXY STATEMENT

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Sitio Royalties Corp.
1401 Lawrence Street, Suite 1750
Denver, CO 80202

Letter from the CEO

Dear Fellow Shareholders:

When we sent this letter to you last year, we had recently completed our merger with Brigham Minerals, our second public company merger of 2022. We were fortunate to retain a talented group of professionals from Brigham, and the process of integrating them into the outstanding team at Sitio and of integrating the Brigham assets into Sitio was seamless. While Sitio acquired fewer mineral and royalty interests in 2023 compared to 2022 (a very high bar for comparison!), we made tremendous progress on our three strategic goals: continuing the consolidation of the highly fragmented and inefficiently managed minerals sector, professionally and actively managing the minerals we own to maximize value for our shareholders, and innovating to differentiate Sitio.

Our acquisitions completed in 2023 included our first two asset acquisitions as a public company in which we used our equity as a currency to acquire minerals. Both acquisitions shared many common themes – they were with sellers we have known for years and transacted with in the past, enhanced our footprint in areas where we had lower exposure in our portfolio (one in New Mexico, one in the Midland Basin), and were accretive to our shareholders. Our largest cash acquisition in 2023 was similarly with a seller we have known and pursued for years. Although we continue to see the benefits of scale with each acquisition, we sold assets in 2023 for the first time in our company history. We sold our mature Appalachia and Anadarko Basin assets and allocated those proceeds into our recently announced acquisition of DJ Basin assets which are being actively developed by a high-quality group of operators. As stewards of our shareholders’ capital, we saw this as a unique opportunity to redirect asset sale proceeds into a higher rate of return acquisition.

The less visible, but equally important, aspect of our business involves actively managing the minerals we own – proactively seeking opportunities to lease our minerals to operators on terms that incentivize development and pursuing all royalty payments due to Sitio. Given the scale of our business today which includes over 9,000 leases, interests in over 27,000 wells, and relationships with approximately 189 operators, data management is critical to our success. We have developed customized systems to track all of our interests and verify whether we are missing any payments from our operators. In 2023 alone, we collected more missing payments than we spent on all of our cash G&A for the year. This is a clear demonstration of Sitio Minerals Management adding shareholder value.

In addition to the attractive DJ Basin asset acquisition, we also recently announced a $200 million stock buyback authorization. We remain committed to returning at least 65% of our Discretionary Cash Flow to our shareholders, and now we have the ability to include share buybacks as part of that return of capital. The buyback authorization is a reflection of our outlook for Sitio’s business, which has never been stronger.

Sincerely,

Christopher L. Conoscenti
Chief Executive Officer & Director

SITIO ROYALTIES CORP.

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Notice of Annual Meeting of Stockholders

Date and Time

Tuesday, May 14, 2024
11:00 AM Central Time

Location

Online www.virtualshareholdermeeting.com/STR2024

Record Date

March 22, 2024

Agenda		Board Recommendation		Page Reference
1	To elect the director nominees named in the accompanying proxy statement (the “Proxy Statement”) to our Board		“FOR” each of the nominees	18
2	To conduct a non-binding advisory vote to approve the Company’s compensation of its named executive officers (the “Say-on-Pay Vote”)		“FOR”	50
3	To amend the Company’s Restated Certificate of Incorporation (the “Restated Certificate of Incorporation”) to Eliminate the Supermajority Voting Provision		“FOR”	51

Stockholders will also transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

The Proxy Statement more fully describes these matters. We have not received notice of any other matter that may be properly presented at the Annual Meeting.

Only holders of common stock of record at the close of business on March 22, 2024, are entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements thereof. The use of cameras, sound recording equipment, communication devices or other similar equipment is prohibited.

Your vote is important. Please submit your proxy/voting instruction over the Internet or by telephone by following the instructions on your Notice of Internet Availability of Proxy Materials about how to view the proxy materials. If you received your proxy materials by mail, you may submit your proxy/voting instruction over the Internet or by telephone or by completing, signing, dating and promptly mailing your proxy/voting instruction card that was included. If you attend and plan to participate in the Annual Meeting via live webcast, you may vote online during the meeting using your smartphone or computer.

By Order of the Board of Directors,

Brett S. Riesenfeld
Executive Vice President, General Counsel and Secretary

IMPORTANT NOTICE

Voting your shares is important. If you do not expect to attend the Annual Meeting via live webcast, or if you plan to attend but wish to vote by proxy, please submit your proxy/voting instruction over the Internet or by telephone. If you received your proxy materials by mail, you may also submit your proxy/voting instruction by completing, signing, dating and promptly mailing the proxy/voting instruction card that was included and for which a postage-paid return envelope was provided.

	Internet Visit www.proxyvote.com Available until 11:59 PM Eastern Time on May 13, 2024. You must have the control number that appears on your Notice of Internet Availability of Proxy Materials or proxy/voting instruction card.		Telephone Call 1-800-690-6903 Available until 11:59 PM Eastern Time on May 13, 2024. You must have the control number that appears on your Notice of Internet Availability of Proxy Materials or proxy/voting instruction card.
	Mail Complete, sign and date your proxy/voting instruction card and mail in the postage paid return envelope.		Virtual Meeting If you attend and plan to participate in the Annual Meeting via the live webcast, you may vote online during the meeting using your smartphone or computer.

2024 PROXY STATEMENT

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Highlights

Company Overview

Sitio is a stockholder returns driven company focused on large-scale consolidation of high-quality oil and gas mineral and royalty interests across premium basins, with a diversified set of top-tier operators. Sitio has an objective of generating cash flow from operations that can be distributed to stockholders and reinvested to expand its mineral and royalty interest portfolio.


252,000+	190+	27,000+
Net Royalty Acres (“NRAs“) (1/8 basis)	Total Acquisitions to Date	Gross Wells

Our Investment Thesis

1		2		3		4		5
Mineral and royalty interest ownership provides unique, cost advantaged oil and gas exposure		Differentiated, large-scale consolidation strategy across diversified operators, active minerals management and focus on value-creating innovation		Premier asset base focused at the front end of operators’ cost curves		Disciplined capital allocation focused on value creation and returns		Best-in-class governance model led by experienced board and management

2023 Financial and Operational Highlights


	Returns-Focused Capital Allocation			Cash Margin Enhancement
	■ Acquired 14,227 NRAs in the Permian Basin for $249.3 million across 6 transactions ■ Monetized mature, declining assets in the Appalachia and Anadarko Basins for $114 million			■ Refinanced private unsecured notes with $600 million offering of public unsecured notes, reducing expected interest expense by $11 million per year ■ Reduced cash G&A / Boe by 30% vs. 2022




	Return of Cash to Shareholders			Diversified, Large-Scale & High Quality Asset Base
	■ Paid over $320 million in dividends and distributions ■ Equates to $1.99 / share, or an 8.5% yield based on 12/29/23 closing price			■ Pro forma for all announced acquisitions, Sitio has exposure to >35% of the Permian Basin and nearly 50% of the Greater Wattenberg Field in the DJ Basin ■ Record-high pro forma 53.4 net line-of-sight wells at year-end⁽¹⁾

⁽¹⁾	Includes the impacts from the January 2024 agreement to acquire 13,062 NRAs in the DJ Basin, subject to closing adjustments.

SITIO ROYALTIES CORP.

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Highlights

Mineral and Royalty Businesses are a Structurally Advantaged Asset Class

	Simplicity		Profitability
	Simplicity		Profitability
	■ Mineral interests are perpetual real property interests and, when leased for royalties, have no development capital expenses ■ No physical operations or associated regulatory risks ■ No environmental liabilities: zero scope 1 emissions and scope 2 emissions are only from power consumption at Sitio office locations		■ Highest margin component of the energy value chain, with limited direct exposure to cost inflation, enables sector leading EBITDA to free cash flow conversion ratios ■ Ability to return a majority of discretionary cash flow to stockholders while maintaining a conservative balance sheet
	Efficiency		Scalability
	Efficiency		Scalability
	■ No field staff or lease operating expenses and 100% of capital expenditures are discretionary and tied to corporate investments and acquisitions ■ Data management systems improve royalty management capabilities		■ Highly fragmented mineral and royalty ownership with limited number of buyers capable of large-scale acquisitions ■ G&A expenses do not increase linearly with company scale

Corporate Responsibility

■	Zero environmental liabilities
■	No scope 1 emissions; scope 2 emissions are only from power consumption at Sitio office locations
■	Sitio’s lease form provides an economic disincentive for flaring gas
■	Target leasing minerals to operators with strong environmental track records
■	Employee base and Board reflective of a culture that values diversity
■	~47% of Sitio’s current employees are women
■	5 out of 9 current board members are diverse
■	Management team and employees have experience across the oil and gas value chain to provide unique perspectives on minerals

2024 PROXY STATEMENT

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Proxy Summary

PROPOSAL 1

Election of Directors
The election of each of the director nominees named in this Proxy Statement to hold office until our 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) or until their respective successors are duly elected and qualified.
The Board recommends that stockholders vote FOR the election of each of the nominees.		See page 18

The following table provides summary information about each of the director nominees standing for election to the Board for a one-year term expiring on the date of our 2025 Annual Meeting or until their respective successors are duly elected and qualified. The nominees for director, each of whom has consented to serve, if elected, are as follows:


Noam Lockshin, 39 Chairman of the Board Independent Committee Memberships:	Christopher L. Conoscenti, 48 Chief Executive Officer and Director	Morris R. Clark, 56 Independent Board Member Committee Memberships:


Alice E. Gould, 62 Independent Board Member Committee Memberships:	Claire R. Harvey, 44 Independent Board Member Committee Memberships:	Gayle L. Burleson, 58 Independent Board Member Committee Memberships:


Jon-Al Duplantier, 57 Independent Board Member Committee Memberships:	Richard K. Stoneburner, 70 Independent Board Member Committee Memberships:	John R. (“J.R.”) Sult, 64 Independent Board Member Committee Memberships:

AC – Audit Committee	NCGC – Nominating and Corporate Governance Committee	■ – Member	■ – Chair
CC – Compensation Committee

Board Snapshot

Independence	Age	Gender

SITIO ROYALTIES CORP.

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Proxy Summary

Skills and Experience

Best in Class Governance Incentivizes Board and Management to Optimize Stockholder Returns

Stockholders	Board of Directors	Compensation & Management
■ Board and management compensation is structured to drive absolute total long-term stockholder returns ■ Capital allocation policy prioritizes return of capital to stockholders while preserving balance sheet strength using retained cash	■ 8 of 9 members of the Board are independent ■ Director compensation is substantially equity-based and required to be held until the end of Board service ■ Seven-year term limits for outside directors	■ Incentive compensation is 100% equity based, with emphasis on absolute total stockholder return instead of relative returns or growth with no relationship to stockholder returns ■ Experienced, dedicated management team is 100% focused on Sitio’s business

PROPOSAL 2

Non-Binding Advisory Vote to Approve Company’s Compensation of Named Executive Officers
The approval, on a non-binding, advisory basis, of the Company’s compensation of its named executive officers.
The Board recommends that stockholders vote FOR this proposal.		See page 50

Executive Compensation Alignment with Long-Term
Stockholder Value


	No short-term incentive compensation / cash bonus for executives	75% of long-term incentive compensation tied to absolute total shareholder return


	No portion of compensation tied to relative metrics	Compensation program provides industry-leading alignment with shareholders

2024 PROXY STATEMENT

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Proxy Summary

Target Pay Mix

Conoscenti 2024 Target Total Compensation	Peer Group CEO 2024 Target Total Compensation

Compensation Program Governance

		What We Do					What We Don’t Do


		✓ Focus on absolute total stockholder return ✓ Significant portion of pay is at risk ✓ Majority of equity awards are in the form of performance-based compensation ✓ Annual equity awards for executive officers subject to three-year vesting periods ✓ Maintain policy prohibiting hedging transactions and short sales by insiders ✓ Regularly evaluate risks of our compensation policy ✓ Compensation Committee engages an independent compensation consultant and follows a comprehensive process ✓ Consider peer group reports when establishing compensation					✕ NO payout of PSUs when absolute TSR is negative ✕ NO cash bonuses ✕ NO performance awards issued based on relative achievement ✕ NO excessive benefits or perquisites ✕ NO single-trigger change in control acceleration on time-vested awards ✕ NO short-term incentive compensation ✕ NO employment agreements ✕ NO tax gross up in connection with a change in control

PROPOSAL 3

Amend the Restated Certificate of Incorporation to Eliminate the Supermajority Voting Provision
The approval of the amendment to the Restated Certificate of Incorporation to eliminate the supermajority voting provision.
The Board recommends that stockholders vote FOR this proposal.		See page 51

SEC Form DEF 14A filed by Sitio Royalties Corp.