Musings at $1127*

Management getting paid big $$ but the stock is 36% off last year’s high in a pocket of tremendous strength in the oil market. WTI @ $82.25.

XLE up 0.4% today. TPL down 4%.

Cash the checks and buyback the shares. It’s not hard.

At what point does the board look at changing strategic direction and management? Are the shareholders being served?

This thing sure isn’t trading like an “ETF of the Permian”.

Is this what we are paying for? Full day 1/13: -$96, -7.85%, $1127.90 close.

The General Finally Has Some Shares

After talking a big game about buying shares to align himself with shareholders and ultimately not following through, the General finally got his shares (for free) today. Enjoy!

https://ir.stockpr.com/tpltrust/sec-filings-email/content/0001104659-22-003199/tm222230d6_4seq1.html

All of the board got shares today and will no doubt work hard to keep that gravy train rolling.

Next elections are in 9 months.

In case you were worried, McGinnis received shares as well.

https://ir.stockpr.com/tpltrust/sec-filings-email/content/0001104659-22-003192/tm222230d2_4seq1.html

Let Them Know

This blog always gets a bit more editorialized when I get fired it up. I try to keep it objective but I’m far from perfect.

After reflecting on the election yesterday, I think our next job as shareholders is to let the board know that we have spoken through our votes.

For #7 to win with such a large percentage of the vote bound by a stockholders agreement is really nothing short of a miracle.

We need to capitalize on that momentum and let the board know that we demand good governance. We demand representation.

Let them know.

Write. Email. Tweet. Call.

Keep doing it all until the change we voted for is manifested.

Votes Are In!

https://ir.stockpr.com/tpltrust/sec-filings-email/content/0001104659-22-001496/tm2136642d1_8k.htm

McGinnis – No*

Declassify – Yes

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.

The nominating committee is chaired by Donald Cook. Donna Epps and Murray Stahl are members.

The most tone deaf thing in the world would be for McGinnis to be not allowed to resign. There appears to be a material chance of that happening given the way this is written.

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.

On “declassify”, my guess is we don’t hear anything else about it until the next meeting unless more external pressure is applied.

New Owners

https://ir.stockpr.com/tpltrust/sec-filings-email/content/0001104659-22-000420/tm2136408-1_4seq1.html

https://ir.stockpr.com/tpltrust/sec-filings-email/content/0001104659-22-000422/tm2136408-2_4seq1.html

https://ir.stockpr.com/tpltrust/sec-filings-email/content/0001104659-22-000425/tm2136408-3_4seq1.html

Shares vest at the end of 2022 and 2023.

Guys, the price will go up if fewer shares exist. You want that now, right?

Also, it’s clear that that votes have been counted. But first things first, of course.

Meeting – Live Blog

7 people in room. Norris, Dobbs, Glover, Steddum, among folks in room

2:00 – Norris opens meeting

2:01 – Glover speaks. Says questions can be submitted via Q&A portal or annualmeetingtpl@texaspacific.com

2:02 – Introduces directors

2:04 – official business starts

2:06 – Gliksberg is asked to present #7. Screen goes blank. Audio cuts off.

2:08 – Sounds like it is an audio clip. Tried again. Still not working.

2:09 – Dobbs says polls close at 2:30. Vote via web portal.

2:09 – Trying Gliksberg audio again. No dice.

2:11 – Silence

2:11 – Gliksberg audio finally plays. No video.

2:14 – Dobbs says polls are open until 2:30 and we’ll hear about the results via 8K in 4 biz days

2:15 – Glover reads history of the company. Reports that company was useless shithole prior to his active management.

2:20 – Meeting attendees in virtual chat say that voting is closed. Many not able to vote.

2:24 – Glover still chatting. Meeting attendee chat is not happy.

2:27 – Glover says they are going to try to use cash to grow. If there is some left, it will be returned to shareholders. They don’t appear to care about your capital policy preferences.

2:28 – Dobbs says voting will be extended until 3pm Central. Pause until then.

Question while we wait – If you own very little of a company but are charged with making capital allocation decisions for said company, what types of incentives and motivations would influence those decisions? How would you want to be compensated for your efforts?

2:51 – Dobbs comes in and says polls will be extended until 3:30 Central time. Leaves extra time to leaf through a favorite. https://www.amazon.com/Their-Finest-Riverside-Cambridge-Second/dp/B00FO67K4Y

3:11 – Meeting attendee chat disabled. Management tired of getting roasted.

3:12 – Aaaannnnd we’re back! Dobbs says polls will be open until 3:30 and asks for questions via the portal.

3:13 – Back to hold music

Question while we wait – On a scale from 1 to 10, how uncomfortable are the new independent board members right now?

3:29 – chat was opened back up for a while. closed again.

3:30 – Dobbs back. Says polls are closed.

3:30 – John Norris adjourns meeting

3:30 – Q&A starts without video.

3:31 – Question – Why is board classified. Answer – Refer to materials we already disclosed

3:33 – John Norris – Board conducted inquiry into McGinnis shares. Says he and clients blocked up got him to 2nd largest status. Board satisfied w/ that and doesn’t want to spend more time on it.

3:37 – 90 FTE. 1/3 of which are water biz dedicated.

3:38 – Capital allocation is driven by “active management” philosophy. Read between the lines – the old way is gone.

3:40 – “We don’t control mail”. Sorry you couldn’t vote.

3:42 – Breaking to see if there are more questions

3:46 – “We got a question on repurchases”. Then doesn’t answer it. “Yeah, we talk about it quarterly.”

3:47 – TPL owns a turbo prop plane. Helps w/ getting employees around and managing assets

3:48 – Q&A over

Control Number Needed To Attend

Heads up:

A live audio and video of the Annual Meeting will be transmitted via a virtual platform. Information about how to access the virtual meeting can be found in the Company’s revised proxy statement, which is available at SEC.gov. Stockholders will need to visit https://web.lumiagm.com/260628927 and enter the control number included in the Notice of Internet Availability or proxy card that they should receive by mail. Stockholders who access the Annual Meeting online will be able to watch and listen to the meeting and vote online.

https://ir.stockpr.com/tpltrust/sec-filings-email/content/0001104659-21-152918/tm2136231d2_defa14a.htm

Live Chat

I was thinking of live-blogging the meeting tomorrow, but this might be even better. See you in there.

annual meeting slack chat

The link above didn’t want to work on Safari on my Mac but it worked just fine in Chrome.

24 Hours – VOTE

Inside 24 hours now. As of this writing, I still haven’t received my proxy materials via USPS. Unconscionable. But what else should we expect?

Now is the time to vote. To do so, you have to call MacKenzie Partners at 800-322-2885. They will look up your shares and allow you to cast your vote.

Don’t wait for paper copies or an email from your broker. Neither are coming! Take that as the insult that it is.

Meeting Goes Virtual

https://ir.stockpr.com/tpltrust/sec-filings-email/content/0001104659-21-152918/tm2136231d2_defa14a.htm

DALLAS (December 23, 2021) – Texas Pacific Land Corporation (NYSE: TPL) (“TPL Corporation” or the “Company”) today announced that in light of the recent surge in COVID-19 cases associated with the Omicron variant of the virus, the Company will hold its upcoming Annual Meeting (the “Annual Meeting”) in an entirely virtual format. The Annual Meeting is scheduled to be held on December 29, 2021, at 2:00 p.m. Central time.

A live audio and video of the Annual Meeting will be transmitted via a virtual platform. Information about how to access the virtual meeting can be found in the Company’s revised proxy statement, which is available at SEC.gov. Stockholders will need to visit https://web.lumiagm.com/260628927 and enter the control number included in the Notice of Internet Availability or proxy card that they should receive by mail. Stockholders who access the Annual Meeting online will be able to watch and listen to the meeting and vote online.

Stockholders who wish to still vote their shares in person may do so at the Omni Dallas Hotel, 555 Lamar Street, Dallas, Texas 75202. A live audio and video feed will be available, but the meeting will not be held in person.

Stockholders who have questions or who need assistance in voting their shares or accessing the virtual platform should contact the Company’s proxy solicitor, MacKenzie Partners, at (212) 929-5500 or Toll-Free (800) 322-2885.

The Company intends to provide an opportunity for stockholders to meet in-person with members of the Board of Directors and management when it is safe to do so.