Investor Group Reports On Latest Efforts By Trustees Of Texas Pacific Land Trust To Interfere With Shareholder Democracy
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To the TPL Trustees:
As you know, many brokers that hold TPL shares on behalf of beneficial owners outsource the function of distributing proxy materials and tabulating votes to a company called Broadridge Financial Solutions, Inc. (“Broadridge”). Many TPL shareholders have returned their white voting instruction forms to Broadridge, which would ordinarily aggregate all the votes cast for Eric Oliver and deliver to us an official vote and proxy that we can bring with us to the special meeting on Wednesday, May 22, 2019.
We were recently advised that you and your advisors have instructed and demanded that Broadridge not issue to us an official vote and proxy in advance of the special meeting that will convene this Wednesday. According to your instructions, Broadridge will not deliver to us an official vote and proxy until June 6, 2019. In our view, this is simply unacceptable and unprecedented.
As we have previously stated, we believe that without a shareholder vote on May 22 you do not have the right or authority to adjourn, postpone or in any way delay the shareholder meeting you previously called to vote on the election of TPL’s third trustee.
The impact of your behind-the-scenes machinations at Broadridge are clear: you are attempting to unilaterally disenfranchise every single TPL shareholder that has cast a vote for Eric Oliver through a Broadridge white voting instruction form, including tampering with the authority shareholders have legally granted to us to oppose any adjournment or delay effort.
Of course, as you know, even if Broadridge does not issue us a signed vote, we will know (through the daily reports received from Broadridge and other official records) exactly how many shares voted in favor of Eric Oliver as of the time shareholders convene on Wednesday.
We demand that you immediately instruct Broadridge to issue to us an official vote and proxy for votes cast so that we can bring it with us on May 22, 2019. In your efforts to maintain your lifetime appointment as trustees, we believe you have gone yet another step too far going into dangerous territory by tampering with the integrity of the corporate voting system. We encourage you to reconsider your actions in this regard.
Shareholders Deserve to be Heard at an Orderly May 22, 2019 Special Meeting
As we have previously disclosed, we intend to attend the May 22, 2019 meeting in person and oppose any efforts seeking to adjourn or otherwise delay a vote on the election of the third trustee. We also intend to exercise our right as shareholders to otherwise address those present at the meeting. Given the steps you have taken at Broadridge to continue to thwart the voice of shareholders, we now believe that you and your advisors are prepared to stop at nothing to impede the process of bringing the third trustee matter to a shareholder vote.
We are deeply concerned that you and your agents may go to even greater lengths to concoct an excuse to interrupt or disrupt the special meeting on May 22, 2019. We hope the trustees put the gamesmanship aside and let the shareholders’ voice be heard.
We request that before this coming Wednesday you publicly disclose to shareholders all the steps you and your counsel (at whose offices the meeting will occur) have taken or will take to consider and provide for all potential “eventualities.” For example, we expect you to disclose any written and oral instructions given to security personnel, including as to how they should handle disruptive shareholders and controversies, if any were to emerge, the number of in-person attendees you currently anticipate at the meeting, and the proactive steps you have taken to handle the need for any overflow at the meeting.
We look forward to promptly hearing from you.
SoftVest, L.P., Horizon Kinetics LLC and ART-FGT Family Partners
cc: Peter R. Gleason
President and CEO
National Association of Corporate Directors
1515 N. Courthouse Road, Suite 1200
Arlington, VA 22201