Votes Are In!

McGinnis – No*

Declassify – Yes

Notwithstanding the terms of the stockholders’ agreement (the “Stockholders’ Agreement”), entered into on June 11, 2020 among Texas Pacific Land Trust (and later assigned to the Company), Horizon Kinetics LLC and Horizon Kinetics Asset Management LLC (together with Horizon Kinetics LLC and its affiliates, “Horizon”), SoftVest Advisors, LLC (“SoftVest Advisors”) and SoftVest, L.P. (together with SoftVest Advisors and its affiliates, “SoftVest”), and Mission Advisors, LP, Horizon and SoftVest did not vote for the re-election of Mr. McGinnis. If Horizon and SoftVest had voted for Mr. McGinnis, he would have received a majority of the votes cast.

Pursuant to the Company’s Amended and Restated Bylaws (the “Bylaws”), Mr. McGinnis is required to promptly tender his resignation to the Board, and the Nominating and Corporate Governance Committee of the Board will make a recommendation to the Board as to whether to accept or reject the tendered resignation. The Board will act on the tendered resignation, taking into account the Nominating and Corporate Governance Committee’s recommendation and the failure of Horizon and Soft Vest to vote for Mr. McGinnis as described in the previous paragraph, and publicly disclose its decision regarding the tendered resignation within ninety days of the date of the certification of the Annual Meeting results.

The nominating committee is chaired by Donald Cook. Donna Epps and Murray Stahl are members.

The most tone deaf thing in the world would be for McGinnis to be not allowed to resign. There appears to be a material chance of that happening given the way this is written.

Our annual meeting of stockholders for 2022 is scheduled to be held on November 16, 2022. Any director nomination or stockholder proposal submitted outside the processes of Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended, which a stockholder intends to present at the Company’s 2022 annual meeting of stockholders, will be untimely unless it is received between July 19, 2022 and August 18, 2022 in accordance with our bylaws. Please refer to our bylaws for additional requirements in connection with such submissions.

On “declassify”, my guess is we don’t hear anything else about it until the next meeting unless more external pressure is applied.

18 thoughts on “Votes Are In!

  1. Considering they made 85,000 shares available……. How concerned should we be with that considering the way the vote went? That and the fact that the “we will consider” the resignation crap….. I don’t know but I really don’t like the way that all reads. Maybe I’m just a pessimist now with all of this crap……. Anyone else reading it like that?

    Liked by 1 person

    • Yes, companies requiring submission of candidates/proposals a few months before the annual meeting is totally in line with usual practices.

      Liked by 1 person

  2. My prediction : the Nominating and Corporate Governance Committee will recommend to the Board that they accept the resignation. The Board will reject the resignation given that Stahl and Oliver did not vote according to the shareholders agreement. Lawyers will get involved and a fight will ensue between Stahl/Oliver and the Trustee groupies. Shareholders will pay for all the legal fees. Rinse and repeat.

    Liked by 1 person

  3. So, the Nominating Governance Committee (Cook, Epps, Stahl) will make a recommendation to the board about whether to accept the resignation? It certainly seems wishy washy. Even if the recommendation is to accept the resignation, might the board just ignore it?

    If that happens, I think you see a full-on shareholder activist campaign. Stahl is probably risking litigation as it is by not voting for McGinnis. Maybe he and Softvest will go back into battle mode, or maybe an outside activist will join the mix.

    Liked by 1 person

  4. Wow, that was much closer than I anticipated. It looks like the small shareholders have a different view than the institutional (or whoever cast 49% for Dana). This is definitely disappointing, but at least we find out if Epps is a stooge or not.


    • If SoftVest and Horizon hadn’t rebelled, we would have been totally hosed. It makes me very glad I was able to vote my (modest) shares. I know not everyone was able to.

      Liked by 1 person

      • no joke Luke. I really thought that 2/3 of all non MS votes would have gone against Dana, but it was the exact opposite. I was really out of touch i guess. That so many shareholders vote “for” Dana is discouraging.

        Liked by 1 person

  5. Can anyone point me to a public copy of the original stockholder agreement? I am wondering what “certain exceptions” may cover…

    This is from the proxy:

    “ Pursuant to the Stockholders’ Agreement, Messrs. McGinnis, Oliver and Stahl have agreed to vote all of their shares of Common Stock at each annual or special meeting of stockholders of the Company in accordance with the Board’s recommendations, subject to certain exceptions.”

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