Calling for Action and Turning the Screws

tpltblogger11 Comments

Investor Group Calls On Texas Pacific Land Shareholders To Hold Trustees David Barry And John Norris Accountable For Their Flagrant Disregard Of Shareholders’ Rights And Investments

We remind all shareholders that they have rights under the declaration of trust, including the power under article Four, to inspect the books of the Trust.  Two weeks ago, SoftVest delivered to TPL a demand to inspect certain records that we believe all shareholders are entitled to review under the declaration of trust.   However, we have yet to receive a single requested document.  What are Mr. Barry and Mr. Norris trying to hide?

We encourage all shareholders to review our demand and submit their own demand directly to Trustee David Barry (DBarry@KelleyDrye.com), with copy to Robert Packer (Robert@tpltrust.com).  We invite shareholders to use our form if they deem the information we requested to also be important to them.  Shareholders might also want to ask whether the votes included in Mr. Barry’s total when he was “elected” trustee in 2017 improperly included broker non-votes.

Highlighting not mine.  Do we take this as evidence that negotiations aren’t going well?  I wonder why?

 

I don’t recall having read about the broker non-vote issue in prior White card releases.  Will do some digging though the cut and paste below from the link directly above would suggest that broker non-votes shouldn’t be applied to Trustee elections.

In short, a stockholder does not actually vote by proxy at a stockholders meeting, but rather instructs the broker how to vote. Sometimes, the broker can vote those shares even if it doesn’t receive any instruction from the beneficial owner. Under stock exchange rules, banks, brokers and other holders of record who hold shares of stock in “street name” for a beneficial owner of those shares, as described above, typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. Such record holders, however, are not allowed to exercise their voting discretion with respect to the approval of matters determined to be “non-routine.”

 

For your convenience:

Texas Pacific Land Trust
1700 Pacific Ave., Ste.2770
Dallas, TX 7520l

 

 

 

 

11 thoughts on “Calling for Action and Turning the Screws”

  2. Wow!

    Looks like HK believes even a small investor like me (ok, more shares than Packer and Glover and one director combined) have the right to inspect the books.

    I like the publishing of the email addresses on where to send your request. The heat just got turned up to a rapid boil.

    This certainly suggests the two sides are miles away from a compromise. Guess the current trustees want no part of Oliver, and there is no middle ground.

    Nice touch to now question the election process of Mr. Barry. Seems fair to me given what they are questioning about Eric Oliver.

    Fasten those seat belts…its going to get bumpy.

    Liked by 3 people

  3. To simplify this, would it be possible to draft a petition or other document for us unit holders to be added to the SoftVest letter?

    Liked by 1 person

    • Pepere42,

      I think the strategy is to flood them with lots of individual requests. Thats both more painful to see hundreds of emails come in, and have to potentially answer each one of them.

      I plan to just take the pdf of the Softvest letter, and send, requesting answers also to all the questions. Will be interesting to see if I get any reply at all. Will keep this blog posted.

      Liked by 2 people

      • I think that could be a reason for them to ask for a delayed response. I’d like them to get on with generating the info that’s requested instead. I think that adding other investors to SoftVest’s request will give theirs more validity,

        Liked by 2 people

  4. Regardless of what happens with the lawsuit, I still want all the answers that have been asked in the letter. If you go back to the beginning of the blog, I’ve always maintained that they had something to hide which was causing their actions, and I want to find out what they are.

    Liked by 2 people

  5. Here’s what appeared in the 2016 Annual Report about the election of David Berry. Very interesting that SofVest is now questioning the circumstances and disclosures around his election. I don’t remember thinking twice about his election at the time when he ran unopposed, but in hindsight it sure appears he was quickly ushered in with little fanfare.

    The Trustees were saddened that Mr. James K. Norwood passed away on September 27, 2016. Mr. Norwood was a Trustee from June 14, 2006 and the Trust will sorely miss him. At a Special Meeting of the Holders of Sub-share Certificates of Proprietary Interest (“Sub-share Certificates”) held on January 12, 2017, the holders of Sub-share Certificates elected Mr. David E. Barry as a Trustee to fill the vacancy created by the death of Mr. Norwood.
    Mr. Barry graduated from the College of the Holy Cross in 1966 with a degree in Physics and from Harvard Law School in 1969. He spent his entire legal career at the law firm Kelley Drye & Warren LLP until he became a retired partner in 2012. Mr. Barry is now President of Sidra Real Estate, Inc. and Tarka Resources, Inc.

    Liked by 2 people

  7. As I have mentioned many times; it seems like HK and SoftVest are several steps ahead of these moronic trustees. Shareholders have spoken — we elected Eric Oliver. Murray is a genius…a grandmaster if you will at chess — they predicted all of this would happen etc. I am not sure how this plays out; or what this might mean for valuation..I mean what if there is fraud here?? It is highly unlikely; but needs to be thought about. I really dont know how you value this — all I know is that I want a much more professional board, and more active buyback of shares. Thoughts??

    Liked by 4 people

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