The company said in a prepared statement to Dallas Business Journal that its classified board structure was recommended while still a trust by the Conversion Exploration Committee. The committee was made up of trustees and investors, most of whom became board members. “The structure is intended to provide stability and continuity to ensure a smooth transition from a trust structure to a c-corporation, and to enable TPL Corporation to attract and retain highly qualified directors who have a focus on the long-term objectives of the company,” a Texas Pacific spokesperson said in a prepared statement to Business Journal.
Tim Schwartz, whose firm Schwartz Investment Counsel owns an almost-1% stake in Texas Pacific, said he was glad when the trust converted to a corporation. “I think that was a huge positive for the company,” Schwartz said. “But since then, I would say there’s been not as much progress as we would have hoped in terms of the corporate governance. And to us, it feels like the board is not that conducive to additional corporate governance improvements. The actions they’ve taken over the past few weeks, that just solidifies that opinion.”
James Spindler, the University of Texas at Austin Mark L. Hart, Jr. Endowed Chair in Corporate and Securities Law and a professor at the McCombs School of Business, said implementing a classified board like Texas Pacific’s can be controversial. Classified boards can entrench directors, protecting them from removal in hostile takeovers or proxy battles — like the one Texas Pacific faced two years ago.
“There’s a general concern among reformers and activist investors, and I think in the larger corporate communities, that classified boards have some negative consequences,” Spindler said. “(They) tend to entrench management. So if you have management that’s making bad decisions, or making self-interested decisions, it’s a lot harder to kick them out.” Harvard Law School professors Alma Cohen and Director of the Program on Corporate Governance Lucian Bebchuk — experts on corporate governance — found through research that there’s a correlation between classified boards and “an economically meaningful reduction in firm value.”
ATG/Gliksberg took to Twitter to elaborate by posting the full reply from the SEC. The letter, dated 11/23, states that Gliksberg can cure the one basis for exclusion found by the SEC by modifying some language in the proposal that would allow for elected directors to not have their terms shortened should the proposal be successful. Gliksberg has a week to act.
I don’t remember electing any directors, but that’s beside the point.
Let’s say Gliksberg modifies the language. That gets us to 11/30. From there, the proposal gets into the new updated proxy which then goes right to the printer. Maybe it arrives in your mailbox in the second week of December?
Come for the investment. Stay for the show. Never a dull moment.
But seriously, Happy Thanksgiving! We have much to be thankful for. (Including my poor grammar).
At the time of this writing, TPL is well inside the 40 days required for electronic proxy notification. This is not a violation of rule, however, as the company can opt to print and deliver all materials (“full set”) within a more narrow deadline.
Put the printer’s bill on the expense line I guess.
In light of the above, TPL’s current Board structure is clearly out-of-step with corporate governance best practices and the consensus policies of the public company community. What is more, the Board’s resistance to modernizing its structure by declassifying is both unexplained and, frankly, inexplicable. If the Board honestly believes as faithful corporate fiduciaries that there are good reasons for retaining its antiquated classification scheme, then one would have expected it to invite a vigorous debate with its shareholders on the question at the upcoming Annual Meeting.
Hard to argue with a call for modern governance.
Why does it have to come to this? Elliot just got two seats on DUK’s board with 0.2% ownership but we can’t vote on proposals from passionate, long term shareholders? Something isn’t right.
When will the board align itself with shareholders?
It is hard to argue against modern corporate governance standings but, predictably, TPL has found a way. Would suggest that shareholders read this proposal and management’s response in its entirety.
At this point it is fair to say that TPL management holds the shareholders in very low regard. We appear to have an HBS-case-magnitude agency problem on our hands. I will respond in turn and vote no or abstain on all director and currently known proposal votes.
“Berkshire has repurchased about 1% of its outstanding shares during each quarter in 2021. Its current market value is around $648 billion. Berkshire has repurchased $20.2 billion of stock so far in 2021 and is on pace for about $27 billion for the full year, above the $24.7 billion repurchased in 2020.”
Edit: Below is what I wrote to a contact after the call. What was your reaction?
“I think they took a well deserved victory lap on water. Margins are turning up and that business does need active management. Using bid/ask as an excuse for keeping $400MM in cash on the sheet seems like a stretch.”