Move to Adjourn; Not So Fast

tpltblogger6 Comments

Parliamentary proceedure says that a majority vote is needed to adjourn a meeting after a motion is made to do so.

Blue has said they will open and close the 5/22 meeting with no business taking place but my research (grain of salt alert) says there needs to be majority vote to ajourn.

The White Card has ammended it’s proxy to allow for voting on behalf of the proxied shares it controls.

As such, it looks like White will oppose any motion to adjourn and will then move to hold the Trustee vote.

I didn’t fully understand the nuances when I first posted this.

It is my guess that the vote happens on 5/22.

If you’re local, you might consider getting over there to witness it in person.

In light of the foregoing, to the extent that a holder of Shares has returned or returns a WHITE proxy card that is signed, dated and either marked “FOR” the election of Eric Oliver or not marked with respect to the Trustee Proposal, the persons named as proxies on the WHITE proxy card will vote such proxies:
 
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in opposition of any (1) proposal or motion presented at the Special Meeting by any person (including the Trustees) to adjourn the Special Meeting, or (2) other proposal or motion that may be submitted to a vote of the holders of Shares at the Special Meeting that has the effect of delaying holding a vote on the Trustee Proposal; and
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in favor of any proposal or motion that may be presented at the Special Meeting to a vote of holders of Shares that facilitates the submission of the Trustee Proposal to a vote of holders of Shares on May 22, 2019.
 
We do not believe that the incumbent Trustees have the power under the Trust’s Declaration of Trust to unilaterally postpone or cancel the Special Meeting, as it has already been properly called and noticed. Such postponement or cancellation requires prior approval of the holders of Shares.

It is our intent to take any appropriate action to submit the Election Proposal to a vote of the holders of Shares present in person or by proxy at the Special Meeting on May 22, 2019.  In that regard, and depending on actions that may be attempted to be taken by the incumbent Trustees at the Special Meeting, we may bring one or more procedural proposals or motions at the Special Meeting to, among other things, vote against any purported adjournment of the Special Meeting that is effected without a valid vote of holders of Shares, continue the Special Meeting, and elect a person from among the holders of Shares present to preside the Special Meeting if the incumbent Trustees cease to be present at the Special Meeting or otherwise refuse to preside the Special Meeting.
 
As we have previously noted, the proxy statement filed by the Trust in connection with the Special Meeting states that for purposes of the Special Meeting there will be a quorum if the holders of a majority of the outstanding Shares are present in person or by proxy.  We do not, however, believe that there is any basis in the Declaration of Trust or applicable law for the proposition that there is a quorum requirement at the Special Meeting.

6 thoughts on “Move to Adjourn; Not So Fast”

  1. 2 Questions (1) Can the author of this blog (or someone else) please livestream this shareholder meeting via their phone (or otherwise). Can’t make the meeting but would love to see it. (2) If i’ve already voted FOR Oliver – does that count/help HK for this meeting?

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    • I think there is a no device policy in the meeting. Also, I believe your vote for white gives them proxy power to vote on your behalf that the meeting not be closed + move to tally the trustee vote.

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  2. Looks like this makes it impossible for the trustees to move the election unless they have a majority of the votes. Any move to postpone without a vote is not going to happen. If the trustees don’t have the votes, then the election and Oliver winning will happen.

    HK has played this chess game at the grandmaster level. The trustees in spite of their expensive advisors, attorneys, and spin controllers are still learning the game. Its interesting how silent its been this week from the Blue card team. They realize the clock is winding down, and they have nothing they can do to stop it.

    TPLblogger, as the election gets closer perhaps we need a new thread to predict both the election outcome and percentage of votes for each candidate?

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  3. One thing I wonder about is what happens if/when Oliver joins the Trust? If the other two choose to continue this destructive behavior, all of his proposals may be blocked (as referred that email from current Trustees).

    I hope it doesn’t come to that, but I do wonder what recourse we’d have as shareholders.

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    • CS,

      The six page TPL trust agreement has language that says if there are $500,000 in shares at par value represented, anything can be brought to a vote. Par value was $100 a share when the trust was created. I have not done the math to see after splits and such how many shares that represents, but feel confident that HK has, and with their 25% ownership could force an election at any time to recall a trustee.

      Depending on how lopsided the vote is will also be a factor for the existing two trustees. Given their poor decision making on this trustee fight will them make them a target. Wouldn’t be at all surprised to see both of them gone in the next year. They could either be removed by a recall, or they simply resign and leave once they see the voting numbers are hopeless.

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  4. I think that even with the resistance from the other 2 trustees, at least Oliver will make sure that things become public, That alone should cause one or the other to read the smoke signals and roll over. There will be more transparency just by having Oliver there.

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