Game of Chicken

tpltblogger25 Comments

Does the slate of board members that is up for election in 2022 have any chance of being endorsed by ISS/passive/big active/etc if Dana McGinnis remains on the board?

Would a board member on this year’s slate have a chance of re-election if he/she was vocal about (as vocal as board members can get) shareholder concerns?

Does not taking action now raise the probability of challengers in the coming election?

Is anyone going to take a stand for good governance? Or do the investors have to do all the work?

How is any of this good for the long term careers of management/board? Why does it all feel like a short term cash grab? Where is the leadership?

Perhaps things are happening behind the scenes but investors feel frustrated and abandoned. Is that what this team wants their legacy to be?

25 thoughts on “Game of Chicken”

  2. If Dana McGinnis remains on the Board after he lost the election there will be legal consequences and monetary consequences for the current Board members. I can’t imagine they would be stupid enough to allow that to happen. But I would not put anything past them!

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  3. Do we have any kind of calendar/roadmap for what happens next? Radio silence from the company is concerning.

    Part of me worries that they are looking at WTI, and hope that a massive print on the next quarter’s earnings will placate shareholders. Then they’ll kick the can down the road, keep McGinnis, blame HK for voting in contravention of the settlement agreement, and nothing will change.

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  4. The board is violating their fiduciary responsibilities. Unfortunately it will require legal action or a firm such as Elliott to become involved.

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  5. Mr. TPLbloogger, you effectively summarized the chaotic thoughts streaming around my head. The lack of timely communication regarding the consequences of the shareholder vote is indeed concerning. When TPL announces earnings next week, I would certainly expect that we will get much greater clarity into the resignation of McGinnis and board de-staggering. Is this recent silence mere foot-dragging, or is there a greater crisis underway behind the scenes?

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  6. Good questions. These are the same questions I had before the structure change. I was of my impression that with the Corp. change we had a chance to fix some of these. It now appears it is business as usual with those driving the change now part of the BAU.

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  7. Anyone wants to call Dana McGinnis and ask him if he’s resigned yet?

    Mission Advisors. 210.323.2000

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  8. The fact that Dana did not resign immediately after the vote shows his lack of honor, integrity and ethics. This is what is wrong with $300,000 Director Fees. He is going to cling on as long as he can. I doubt he would care enough to stay on the BOD if the Fee he was getting was $25,000. Of course Darth Vader and Thanos also want him to stay on to keep their majority.

    The sad part is I doubt the BOD are getting any work done with this much animosity amongst themselves – which means big decisions that affect shareholders like buybacks, special dividends, acquisitions, etc are probably very difficult to make right now in their fancy conference room.

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  9. Let’s face it, the name of their game is “Screw the shareholders” pure and simple. How can a 300% bonus for Glover to sit on his butt and collect passive income from increased royalties from higher oi;prices be justified, What are the performance targets that trigger it? Being able to find the executive bathroom and not slobber over the bank statements? Governance includes protecting stockholder interests and that ain’t happening.

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    • Couldn’t agree more….didn’t know collecting royalties is such a challenging job that will compensate managers 300% base salary… seriously the world has gone mad to allow this kind of scam to happen

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  11. I recently heard Carl Icahn’s interview on Bloomberg Radio. His description of the kind of company he seeks for investment fits TPL to a T: poorly managed, and with great potential value unrecognized in the stock price. Would any of the contributors to the blog be willing and able to reach out to him?
    Bob

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  12. The earnings release for Q4 is the longest gap I have seen after a quarter ends. Am assuming it’s because of the fallout from the election and positioning. One has to hope with the strong vote to destagger the board would try to get in front of this issue instead of continuing to be anti-shareholder.

    Since this hasn’t spilled over into the public, and I have seen no new lawsuits filed, its looking like they are dealing with the Dana drama internally. The challenge is we still have the two trustees on the board, showing an outsized influence. Lets hope the “good governance” directors start to do their job for the shareholders and not themselves.

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  13. FACTS:
    1- W do not know if Mc Ginny’s has resigned or not.

    2- There is nothing to prevent the board from reappointing him.

    3- Moreover, there is no requirement he be replaced if he does resign. The position could remain un filled until the next election, the 2022 annual meeting presumably next November or even possibly next December. Of course we have yet to have any word fro TPL as to whether McGinnis has in fact as required byb the shareholder vote, resigned. Why is this? The board was quick to initiate stock option plans for themselves and for top management. Within minutes after the board meeting ended even though the shareholders were NOT INFORMED Of THE VOTING ON THIS MATTER UNTIL THE FOLLOWING WEEK. Amazing what is of immediate importance to directors and and what is not.

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  14. 4- The three former Trust gentlemen (the two Chairmen and the CEO) on the board probably want Dana McGinnis gone as well as everyone else because he is an embarrassment to them as a liar, having lied about having been the second largest share holder when he filed this proxy statement:
    https://www.sec.gov/Archives/edgar/data/97517/000119312519122672/d732626dpx14a6g.htm on April 25, 2019 BECAUSE he provided no evidence whatever that he owned any TPL shares at all and has provided none since then until he filed a Form 3 on 1/11/2021 stating “INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES” https://docoh.com/filing/1811074/0001213900-21-001477/TPL-3 which was THE FIRST TIME HE EVER PUBLICLY SHOWED HE OWNED ANY SHARES (2,000) OF TPL. The McGinnis Form 3 states he owned 2,000 shares of TPL but provides no date of purchase or price paid. Prior to this there is no filing on EDGAR (SEC.GOV) showing any transactions or holdings of TPL by Dana McGinnis. If he and his entities managed more than $100 million in securities of TPL and or other qualified SEC securities he would have had to file Form 13F every quarter but neither he nor his entities ever filed any Form 13F. Had he been the second largest TPL shareholder he would have had to have owned more than $100 million of TPL. Owning 2,000 shares would in no way have been anywhere even close to McGinnis being the second largest shareholder at anytime in the last about 25 or more years. In fact Eric Oliver was the second largest shareholder which McGinnis and the TPL Trust and Trustees and executives and subsequently the TPL Corporation board and officers all had to be aware of and knew AND HAD TO KNOW FOR CERTAIN as Mr. Oliver was the candidate for the open Trustee position and filed what he owned in numerous SEC filings in 2019 and 2020. Furthermore there were numerous other shareholders who had filed Form13F’s indicating TPL ownership which made them the number three and four and so onTPL shareholders. Dana McGinnis filed a false document with the SEC (see opening sentence in this paragraph.)

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  15. CEO Tyler Glover stated at the December TPL annual meeting that he was not going to discuss the matter of McGinnis statement and public filing that he was the second arrest shareholder because he (and presumably the TPL Board) looked into the matter and satisfied themselves that what McGinnis stated was correct information. Of course if it was Mr. Glover could easily have stated he what he and the board saw which was the specific evidence of McGinnis owning enough shares to have been the second largest shareholder on on April 25, 2019. But GOLVER would not so state. Why? Clearly the answer is there was no such evidence, no SEC filing of a Form 13F, no brokerage firm statement, no copy of the TPL shareholder records, no record of McGinnis having well over $100 million in TPL stock or even of having or managing assets of over $100 million so CEO Glover must have been loose with his tongue and told us a fib in making the statement he was satisfied that McGinnis was the second largest shareholder. It could not be a simpler thing to prove than to prove one is a shareholder of whatever number of shares one claims to own. Yet neither McGinnis nor Glover have shown or even indicated what proof they had. The board members to have been silent on this lying matter and so the question is why is CEO Glover and the TPL board effectively lying to us and being satisfied McGinnis was the second largest shareholder and ipso facto owned well over $100 million of our shares in 2019 and why is such a silly item normally an unimportant thing as the record of shareholder holdings, which are a black and white matter, being lied about to by management and the board to TPL shareholders, and the SEC?

    Something is very rotten in Texas!

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    • Anon, perhaps is because without the ‘actual activist’ Dana would still be a board member and the board would be forever staggered. barry and norris started all this by going all trudeau on us (long before it was cool).

      Dana was just their useful idiot.

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  17. Can this group have a meaningful decision on next steps after the call this week? The options can be reaching out to the SEC in a group letter or legal action or something else (not my world). There has been a great deal of venting on this sting (me included) but time for action. Optimistically, they might surprise us and share what is happening. Realistically, it will be the same type of call of Tyler reading a script.

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