New Proposal – Declassify the Board

First, an update on two proposals of which we are aware:

Update on proposal of Special Opportunities Fund, LLC

Update on proposal of Robert J. Zaccheo, Jr

To no one’s surprise, management is pushing back on both. TPL’s team has branded both as “micromanaging”. The authors of both proposals have responded to TPL’s response. Now we wait.

Now, to the newest proposal:

Proposal of Gabriel Gliksberg

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.

If you would like to follow along at home, the SEC search page is a handy tool. As are the No-Action Response List, the No-Action Response Chart, and the Incoming No-Action Response List.

13 thoughts on “New Proposal – Declassify the Board

  1. I wonder if the MS group on the BOD can all resign and become activist investors instead, might serve all shareholders better. Or have they too gone over to the dark side?

    Liked by 1 person

    • They 100% haven’t gone over to the dark side. There are so few things that need to happen before this company can truly unlock unbelievable value for shareholders like never before. Stick with it, things will hopefully change sooner than later. It’s proposals like this from shareholders that are going to get the gears turning.

      Liked by 1 person

  2. Many companies have the full board up every year for election. A very reasonable proposal to me. But for TPL to take 17 pages of fancy lawyer dancing to push back is truly amazing. The argument is really every possible argument. No silver bullet to their position, so use a shotgun in case something might work. Feels desperate.

    This will be fun. Plan to support all these outside proposals, and vote against all the directors and any proposals they are pushing. Will go their way on the auditors only.
    Its just 2,000 shares, but hope with many others and some institutional support this may get their attention.

    Agree there is a significant agency problem. Its a golden goose of an investment, so I can understand why the old trustees are still trying to pull strings and cash in. Would feel different if any of them (other than Stahl and Oliver) had any meaningful share ownership. Or for most of them ANY shareholder ownership.

    Liked by 1 person

    • Its sad how there is hardly any integrity left. They are all waiting for their free shares to show how they are “aligned” with shareholders. You would think Gen Cook of all people would have some integrity, with his tear jerking fireplace video on how he completely agreed that they should have skin in the game. He must be thrilled collecting his quarter million dollar fee, probably sitting on the same library chair with a cigar laughing at the shareholders… can you tell I’m a little bitter? 🙂

      Liked by 1 person

  3. Sad to say there are two distinct groups in TPL…….owners of the company and the group that uses TPL to take their cash from. The owners (shareholders) want high profitability so to stock will rise.
    the other group ( Grover and the two co-chairman0 want to take their cash out to pay their salaries.
    This arrangement has existed for years and sad to say still exists today.

    Liked by 1 person

  4. I share the general skepticism about the Mgmt team and in particular the disdain for the lack of ownership by all, that said, we just went through a brutally expensive fight that distracted us at an important time. The agreed upon classes reflect the settlement reached at the end of that. Murray & co will do the right thing. I’ll be voting against the agency directors and Mgmt suggestions but we have to let them work the plan they agreed to. Part of the reason TPL couldn’t buy shares in 20 was they were wrapped up in all this crapola. Murray isn’t a natural activist and I imagine his view is that even a moron couldn’t screw Tpl up. But I’m confident he has our interests in mind and the proper ong term time horizon. Love this board and best to you all.

    Liked by 1 person

  5. I feel like we are seeing a continuation of the same fight that started with the election/non-election of the 3rd Trustee. The Court settlement was just a delay for both sides to regroup. New players have entered (General Cookie monster for the Empire and MS for the rebellion), and the field of battle has changed (Trust to C-corp).

    I’m hoping that now that the battle has shifted to the C-Corp death star, someone in the rebellion knows the location of that darned airduct. Take the shot Luke!
    Angry Ewok

    Liked by 1 person

  6. I’m a shareholder for 8 years now and I must say that I only agree with declassifying the board, and even that I would expect to resolve within three years, as it was really just a settlement thing. I don’t want to own a company where capital allocation is determined by shareholder proposal…the drumbeat here to repurchase shares at *any* price is also shareholder unfriendly.

    Liked by 2 people

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