https://ir.stockpr.com/tpltrust/sec-filings-email/content/0001104659-21-154326/tm2136226d1_s8.htm
Large, accelerated filer.
Looks like the incentive plans passed.
Month: December 2021
Meeting – Live Blog
7 people in room. Norris, Dobbs, Glover, Steddum, among folks in room
2:00 – Norris opens meeting
2:01 – Glover speaks. Says questions can be submitted via Q&A portal or annualmeetingtpl@texaspacific.com
2:02 – Introduces directors
2:04 – official business starts
2:06 – Gliksberg is asked to present #7. Screen goes blank. Audio cuts off.
2:08 – Sounds like it is an audio clip. Tried again. Still not working.
2:09 – Dobbs says polls close at 2:30. Vote via web portal.
2:09 – Trying Gliksberg audio again. No dice.
2:11 – Silence
2:11 – Gliksberg audio finally plays. No video.
2:14 – Dobbs says polls are open until 2:30 and we’ll hear about the results via 8K in 4 biz days
2:15 – Glover reads history of the company. Reports that company was useless shithole prior to his active management.
2:20 – Meeting attendees in virtual chat say that voting is closed. Many not able to vote.
2:24 – Glover still chatting. Meeting attendee chat is not happy.
2:27 – Glover says they are going to try to use cash to grow. If there is some left, it will be returned to shareholders. They don’t appear to care about your capital policy preferences.
2:28 – Dobbs says voting will be extended until 3pm Central. Pause until then.
Question while we wait – If you own very little of a company but are charged with making capital allocation decisions for said company, what types of incentives and motivations would influence those decisions? How would you want to be compensated for your efforts?
2:51 – Dobbs comes in and says polls will be extended until 3:30 Central time. Leaves extra time to leaf through a favorite. https://www.amazon.com/Their-Finest-Riverside-Cambridge-Second/dp/B00FO67K4Y
3:11 – Meeting attendee chat disabled. Management tired of getting roasted.
3:12 – Aaaannnnd we’re back! Dobbs says polls will be open until 3:30 and asks for questions via the portal.
3:13 – Back to hold music
Question while we wait – On a scale from 1 to 10, how uncomfortable are the new independent board members right now?
3:29 – chat was opened back up for a while. closed again.
3:30 – Dobbs back. Says polls are closed.
3:30 – John Norris adjourns meeting
3:30 – Q&A starts without video.
3:31 – Question – Why is board classified. Answer – Refer to materials we already disclosed
3:33 – John Norris – Board conducted inquiry into McGinnis shares. Says he and clients blocked up got him to 2nd largest status. Board satisfied w/ that and doesn’t want to spend more time on it.
3:37 – 90 FTE. 1/3 of which are water biz dedicated.
3:38 – Capital allocation is driven by “active management” philosophy. Read between the lines – the old way is gone.
3:40 – “We don’t control mail”. Sorry you couldn’t vote.
3:42 – Breaking to see if there are more questions
3:46 – “We got a question on repurchases”. Then doesn’t answer it. “Yeah, we talk about it quarterly.”
3:47 – TPL owns a turbo prop plane. Helps w/ getting employees around and managing assets
3:48 – Q&A over
What Questions Did You Ask?
Post your submitted questions in the comments section. Let’s see which questions actually get addressed and answered. ……And which ones get avoided.
Control Number Needed To Attend
Heads up:
A live audio and video of the Annual Meeting will be transmitted via a virtual platform. Information about how to access the virtual meeting can be found in the Company’s revised proxy statement, which is available at SEC.gov. Stockholders will need to visit https://web.lumiagm.com/260628927 and enter the control number included in the Notice of Internet Availability or proxy card that they should receive by mail. Stockholders who access the Annual Meeting online will be able to watch and listen to the meeting and vote online.
https://ir.stockpr.com/tpltrust/sec-filings-email/content/0001104659-21-152918/tm2136231d2_defa14a.htm
Live Chat
I was thinking of live-blogging the meeting tomorrow, but this might be even better. See you in there.
The link above didn’t want to work on Safari on my Mac but it worked just fine in Chrome.
24 Hours – VOTE
Inside 24 hours now. As of this writing, I still haven’t received my proxy materials via USPS. Unconscionable. But what else should we expect?
Now is the time to vote. To do so, you have to call MacKenzie Partners at 800-322-2885. They will look up your shares and allow you to cast your vote.
Don’t wait for paper copies or an email from your broker. Neither are coming! Take that as the insult that it is.
Meeting Goes Virtual
DALLAS (December 23, 2021) – Texas Pacific Land Corporation (NYSE: TPL) (“TPL Corporation” or the “Company”) today announced that in light of the recent surge in COVID-19 cases associated with the Omicron variant of the virus, the Company will hold its upcoming Annual Meeting (the “Annual Meeting”) in an entirely virtual format. The Annual Meeting is scheduled to be held on December 29, 2021, at 2:00 p.m. Central time.
A live audio and video of the Annual Meeting will be transmitted via a virtual platform. Information about how to access the virtual meeting can be found in the Company’s revised proxy statement, which is available at SEC.gov. Stockholders will need to visit https://web.lumiagm.com/260628927 and enter the control number included in the Notice of Internet Availability or proxy card that they should receive by mail. Stockholders who access the Annual Meeting online will be able to watch and listen to the meeting and vote online.
Stockholders who wish to still vote their shares in person may do so at the Omni Dallas Hotel, 555 Lamar Street, Dallas, Texas 75202. A live audio and video feed will be available, but the meeting will not be held in person.
Stockholders who have questions or who need assistance in voting their shares or accessing the virtual platform should contact the Company’s proxy solicitor, MacKenzie Partners, at (212) 929-5500 or Toll-Free (800) 322-2885.
The Company intends to provide an opportunity for stockholders to meet in-person with members of the Board of Directors and management when it is safe to do so.
Brokerages Show Proxy Campaign
A switch somewhere flipped last night.
At 2:42am and 2:50am I received emails from Merrill Lynch and Fidelity informing of the upcoming meeting and linking me to their websites to vote.
Maybe I just got lucky and it was a coincidence. That said, I spent considerable time on the phone with both companies yesterday.
If you still can’t vote via your broker’s website, you have 3 options.
1- Wait for your meeting materials via snail mail. As soon you receive the packets, find the control number and use it to vote at http://www.proxyvote.com. Fidelity told me that paper copies went out on 12/16.
2- Call your brokerage firm and ask them for your control number. Use the website above to vote it.
3 – Call MacKenzie Partners directly at 800-322-2885. I’m told they can look up your information (without a control number) and submit your vote.
Happy voting!
For the record. It is 12/23 and I have yet to receive my meeting materials via mail. For a 12/29 meeting. Gross.
Gliksberg Responds
Couldn’t all this be avoided with proof of ownership shared widely? You know, straightforward truth.
Given the clear representation in your December 20 letter that the Board “conducted an inquiry into the matter” of Mr. McGinnis’s stock ownership, the Board should immediately and publicly release the results of that inquiry to all of the Company’s stockholders. All I have ever sought is the truth about a straightforward factual question: were the representations about who the Company’s second largest stockholder was back in 2019 factually accurate or not? The Board’s refusal to provide an answer to that straightforward question with supporting documentation is what ultimately led to my Delaware lawsuit. Even now, the Board refuses to disclose the results of its “inquiry” to stockholders – a remarkable fact given that the Board is affirmatively asking the stockholders to reelect Mr. McGinnis as a director. If the Board now has determined the answer to the question of Mr. McGinnis’s ownership and has evidence to support its conclusion, then it should publicly set the record straight instead of grandstanding. Transparency – rather than more obfuscation – is what would be in the “best interest of all stockholders.”
They Underestimate Your Resolve
“I called Schwab and they had to manually look up the Control number so I can vote my shares ( I own in multiple accounts). Schwab said there is no way for me to look it up on their website because the number comes from a third-party. Back in October I received an email with the link and the control number. Schwab explained it was the companies choice on how to distribute the new control number. So TPL management is obviously playing games.” – Alan
My Votes
Board – All against
Comp – All against
Auditor – For
Declassification – For
With my vote I wish to convey my disgust in the lack of transparency of the board and management team. Since late 2018 to now, it has been obvious that senior leadership holds shareholders in utter disdain. The willingness to waste shareholder money in fighting shareholders has only been surpassed by the amateur capital allocation policy that we’ve experienced over the same period. Every press release is another twist of the knife. All from a group that has little to no upside exposure to the stock price. It’s an abhorrent agency problem that must end.
I don’t wish to deny any compensation or livelihood to any of the individuals involved. I hold no personal ill will. In my experience as a TPL investor, I see/perceive a persistent lack of good faith towards shareholders. The vote above is my response. A good board should/would take notice of that type of sentiment.
Have You Voted Yet?
I haven’t. No paper materials yet and neither of my brokers (Fidelity and Merrill) have voting options on their websites.
We’re 5 business days out from the meeting and the USPS is jammed with holiday traffic.
I’m not surprised.
The Board Urges
Nine days before the vote, the Board writes to remind shareholders how they think they should vote. Link to the letter is below. Can’t help but think that this letter is in response to the disclosure from CalSTRS today on how they voted.
Why, in the letter below, could the company not address, head on, questions around the suitability of certain board members and representations made on their behalf during the 2019 legal dispute? These questions could be answered objectively and easily. Instead, we get more of the same.
Public Entities Vote Disclosures
ISS Says Yes on #7
The ability to elect directors is the most important use of the shareholder franchise and all directors should be accountable on an annual basis. A staggered board can entrench management and effectively preclude most takeover bids or proxy contests. Although the board describes the company as being in a period of transition, there is no indication as to how long it expects this period to last, nor is there a “sunset” on the classified board structure. Moreover, this proposal explicitly contemplates a transition period before the board is fully declassified, as the “resolved clause” states that implementation of the proposal would not affect the unexpired terms of directors elected prior to its implementation. If shareholders approve this proposal, as well as a binding management proposal to amend the certificate of incorporation at next year’s annual meeting, the earliest point at which the board could be fully declassified would be the 2024 annual meeting, more than three years after the company’s reorganization was effected in January 2021. Therefore, support for this proposal to declassify the board is warranted.
Big win for shareholders here. This vote will be very close.
Should the board reconsider their recommended vote?
The Texas Pacific Land Trust Investor 