Proxy!

tpltblogger15 Comments

https://ir.stockpr.com/tpltrust/sec-filings-email/content/0001104659-21-147282/tm2134765d1_defr14a.htm

Question 7 is new. Some changes quoted below.

In addition to the addition of question #7, the other large item of note is Murray Stahl informing the board that he intends to vote against the election of Dana McGinnis. Didn’t see that one coming!

Post other observations in the comments please. What else caught your eye?

Proposal Seven: Approval of the stockholder proposal requesting that the Board take actions to declassify the Board requires the affirmative vote of a majority of the votes cast on the matter. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

What is the deadline for receipt of stockholder proposals to be presented at the next annual meeting of stockholders?  In order for any stockholder proposal submitted pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Company’s bylaws, to be included in the Company’s Proxy Statement to be issued in connection with the 2022 Annual Meeting of Stockholders, such stockholder proposal must be received by the Company no later than August 8, 2022. Any such stockholder proposal submitted, including any accompanying supporting statement, may not exceed 500 words, as per Rule 14a-8(d) of the Exchange Act. Any such stockholder proposals submitted outside the processes of Rule 14a-8 promulgated under the Exchange Act, which a stockholder intends to bring forth at the Company’s 2022 annual meeting of stockholders, will be untimely unless it is received between August 31, 2022 and September 30, 2022 in accordance with our bylaws and Rule 14a-4 of the Exchange Act. Any changes to such dates will be disclosed in our periodic reports on Form 10-Q or Form 10-K, or current reports on Form 8-K, filed with the Securities and Exchange Commission (“SEC”). Any such request should be directed to the Company’s Secretary at 1700 Pacific Avenue, Suite 2900, Dallas, Texas, 75201 or (214) 969-5530.

Murray Stahl, in violation of the Stockholders’ Agreement, has informed the Company in writing on December 2, 2021 that he intends to vote against the election of Dana F. McGinnis. 

PROPOSAL SEVEN

STOCKHOLDER PROPOSAL

The following non-binding, advisory proposal was submitted by Gabriel Gliksberg, a stockholder of the Company. Mr. Gliksberg has informed the Company that his address is 538 West Stratford Place, Chicago, Illinois 60657, and that he is the beneficial owner of 100 shares of Common Stock.

“Resolved: shareholders of the Company recommend that as soon as practicable the Board of Directors take all necessary steps within its legal power and in accordance with applicable law (and subject to shareholder approval) to declassify the Board of Directors and reorganize it into one class with each director subject to election each year. Implementation of this proposal will not affect the unexpired terms of directors elected prior to the implementation of the proposal from completing the term for which such director was elected.”

SUPPORTING STATEMENT SUBMITTED BY MR. GLIKSBERG

There seems to be virtually unanimous consensus in the institutional investment world that declassified boards are the preferred governance structure.

Per the Harvard law School forum on Corporate Governance website1;

declassified boards highlight how annual elections can increase accountability and responsiveness to shareholders. Over the past five years, corporations have seen a strong migration away from classified boards to annually elected boards with no director classes. Indeed, almost 90% of large-cap companies now have declassified boards, up from about two-thirds in 2011.

Per Institutional Shares Services’ (ISS) guidelines2;

General Recommendation: Vote Against proposals to classify (stagger) the board.

Vote for proposals to repeal classified boards and to elect all directors annually.

STATEMENT OF THE BOARD OF DIRECTORS RECOMMENDING A VOTE AGAINST THIS STOCKHOLDER PROPOSAL

The Board’s Nominating and Corporate Governance Committee regularly reviews the appropriate structure and composition of the Board and is committed to evaluate the classified structure with the intent to implement, contingent upon the Board’s review, a declassified board in the future. The Committee and Board will be thoughtful in their evaluations of Board structure and governance, consider input from all stockholders and the Board will share relevant changes to Board structure and governance with our stockholders as deemed appropriate.

However, especially in light of the Company’s unique circumstances, proper review must be undertaken to study the procedures required in accordance with rules and guidance from the SEC, Delaware law and the Company’s charter documents and other binding agreements. The Company is committed to beginning the process of undertaking such steps, but cannot support the stockholder proposal as submitted.

Accordingly, the Board of Directors recommends a vote AGAINST this stockholder proposal.

15 thoughts on “Proxy!”

  3. I am looking to see what I missed.
    What changed from the first set of proxy material other than #7?
    The original (useless) trustees get to keep taking our money for another year (plus).

    Input is welcome –

    Thanks

    Like

  4. Gabi… Please release a statement clearly articulating your position on the new proxy. Respectfully, cryptic posts here and dunking on Twitter are not as impactful as a clearly stated argument which can be understood by a broader base of people voting. I support what you’ve done thus far, I believe you’re in the right… at this point it’s about vote gathering.

    Liked by 1 person

  5. @Bdawg 100%. I’m waiting on a few final items that my lawyers and others are working on before I am ready to broadly share my views fully. But by early next week, at the latest, I will ensure that my thoughts on the proxy issues are distributed and more clearly articulated for the non-twitter / GIF-loving crowd.

    I understand full well that this is about vote-gathering, and rest assured that that work will get done. Many large shareholders have already reached out, and the view is virtually unanimous: the Board behavior has been entirely unacceptable during this proxy season (as well as during the 2019 proxy contest), and change is necessary.

    The Company is owned by its shareholders and the Board serves at the behest of its shareholders. When a Board takes self-entrenching steps in opposition to their shareholders’ well-being, the Board members must be held accountable. The first step is to create a mechanism by which to hold everyone responsible on at least an annual basis (ie de-staggering a board). And that’s what we are doing with this proposal.

    Nothing compares to the blog and the great work that tpltblogger has done thus far, but twitter is an additionally great platform to quickly disseminate information to shareholders and other interested parties more broadly. And there will be some very, very interesting content posted up there in the coming days.

    In the meantime, feel free to reach out directly at tpl@atgfund.com if you (or any other shareholders) are interested in discussing any specific points of the proxy in more detail.

    Liked by 3 people

  6. Gabi, very strong work. Thanks for all that you are doing and fighting the good fight. I’m still following but from more of a distance now due to the original trustees being so terrible. The Stahl vote against Mission caught me off guard but doesn’t surprise me considering The Mission letter during the original battle that was nothing more than a drunken whiskey rant. Very nicely done Murray.

    Question is…. Is this something exempt from the stockholders agreement? “Pursuant to the Stockholders’ Agreement, the stockholder parties have agreed to vote all of the shares of Common Stock they beneficially own at each annual or special meeting of stockholders of the Company in accordance with the Board’s recommendations, subject to certain exceptions.” Is this one considered a certain exception? I wonder if Stahl flipping on this one will help to flip the board…. One can only hope. If it’s not an exception, what are the consequences? I’m confident he already thought this through, but I wish I had a fast forward button on this Netflix bender.

    Thoughts?

    Liked by 1 person

  7. Stahl voting against McGinnis, awesome! That means there is definitely discord on the BOD. I am still not 100% clear on whether the settlement agreement means that Stahl has to vote all of HK shares as per the BOD recommendations, or just the shares he personally owns. This statement in the filing makes me doubtful that Stahl has to vote all of HK shares as per the BOD:

    “Horizon separately reports its position and transactions in the securities of the Company on Forms 4 and Schedule 13D. Mr. Stahl disclaims beneficial ownership in any of the accounts managed by Horizon except to the extent of his pecuniary interest therein.”

    If that is the case, we might just have 20% of the vote supporting us in voting against the proposals that are not shareholder friendly. Perhaps Stahl is our Santa?

    Liked by 2 people

    • Sam, this was exactly the question I was asking the Investor Relations person. After a long tussle my take is: board members do have to vote all shares controlled (owned and managed) per the recommendations of the board with some exceptions. Is this one of the exceptions?..not sure as I got out tussled….. but i love the sound of it.

      This meeting is setting up to be like the time I found a squirrel in my house. I wanted it out, it didn’t want to go. We went round and round. It also did the best it could to delay our meeting. We eventually reached a semi-legal settlement, it sleeps on the beams inside and poops on my floors……and I get to clean up after it. Hopefully TPL investors do better.

      Liked by 1 person

  8. As a small shareholder interested in the long term value of my holdings I’ll ask a naive question: While it might feel satisfying to vote against the entrenched trustees, isn’t stock based compensation the right alignment between us and the board of directors?

    I am leaning towards Yes on proposal 4&5

    Like

    • I’ve been wondering the same. What keeps me leaning against is that I’ve seen far to many good companies morph into management enrichment vehicles. This USED to be an equity concentration story. I have hesitancy in going the other way.

      Liked by 1 person

      • My personal view at the moment is best summed up as “if you give them an inch they’ll take a mile”.

        My current thinking is that I will reject anything at the moment BECAUSE it came from management/Board. They have behaved atrociously over the past several months, and the best way to send that message is by voting down every single thing they advocate for. The new board proved themselves to continue to not have our best interests in mind, or worse, and that means that I do no trust them to open up pandora’s box of compensating anyone with shares.

        For example, when the more aggressive bonus program began for the Named Executive Officers, several execs were contractually obligated to use 25% of their after-tax cash bonus payments to purchase shares in the open market within six months. It will surprise no one that has followed this company for a few years, but do you think those open market purchases were made? We have a few filings from Tyler Glover in the Spring of 2021, but nothing close to 25% of the bonuses that he’s received since that program was implemented.

        So I question what sort of Compensation Committee we have if they are not enforcing these basic requirements.

        Two-thirds of the members of the Compensation Committee (Duganier and McGinnis) are up for re-election, and I will be voting against both. The third member of that committee, Donald Cook, promised in his 2019 video that he would buy shares shortly after he joined the board. It’s been nearly a year and he continues to own 0 shares.

        One last note on this: there’s an additional small change in this new proxy versus the old proxy:

        “If this Proposal Four is approved, the Company is considering making prompt grants of restricted stock to certain employees in recognition of the continuing service, although the recipients and amounts have not yet been determined.”

        I’m particularly not interested in the Company granting stock to anyone that has not even complied with their existing obligations to purchase stock with the bonuses they received that were contingent on buying shares. And I’m equally uninterested in using stock to compensate directors that are failing to provide proper oversight on those issues as well.

        Liked by 2 people

        • Gabi, excellent points. Especially given the insane salaries they are being given to be a Director, you would think they could spare some of that to have some skin in the game. And you are right, why is management not being held liable for breach of contract?

          Liked by 1 person

    • Its a total compensation issue to me. Not particularly wedded to what form that compensation takes as long as the cost is the same, transparent and reasonable. For an entity like TPL, the easier to understand the better. I view TPL as a liquidating asset (when the oil is gone much of the value goes with it), which makes raiding the profits all the worse. I somehow doubt Cook is gonna find another use for the land that is as valuable as the oil. He is just expensive window dressing in a blue suit.

      I am basically voting against any recommendation from the board until we get a real board interested in shareholders.

      Today I named my squirrel Dana. I hope he leaves voluntarily too, but I’m betting he don’t.

      Liked by 2 people

  9. Thank you so much Gabi for taking my thoughts into consideration tactfully, and further communicating your plan to me/us. I do understand your points on the value of twitter and the need to prepare a fuller statement with your lawyers, makes sense. Good luck to you and looking forward to hearing more.

    Liked by 2 people

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