It Takes Two

tpltblogger9 Comments

All the fun stuff always happens when I’m on vacation. Two new directors added to the board to take the place of DM. Board goes to ten.

Hard to deny that both of these directors have significant industry and leadership experience. Maybe we should interpret the quotes from Oliver and Stahl in the press release as a sign that everyone is playing nice?

https://www.texaspacific.com/investors/news-events/press-releases/detail/129/texas-pacific-land-corporation-announces-new-director

9 thoughts on “It Takes Two”

  1. Finally someone with a great pedigree to balance MS & EO in resolving the the Board stacking that happened when Cook turned out to be in Barry’s pocket.

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  4. Section 10.1B of the Certificate of Incorporation, which covers amendments says nothing about requiring an affirmative vote of the Board of Directors. It only cover the requirement of a majority vote of the shareholders. Of course, the board needs to put the amendment on the ballot, but I would imagine the will of the shareholders is well known given the preliminary vote.

    ARTICLE X
    AMENDMENT OF CERTIFICATE OF INCORPORATION

    SECTION 10.1 Amendments .

    (A) The Corporation shall have the right, subject to any express provisions or restrictions contained in this Amended and Restated Certificate of Incorporation, from time to time, to amend this Amended and Restated Certificate of Incorporation or any provision hereof in any manner now or hereafter provided by applicable law, and all rights and powers of any kind conferred upon a director or stockholder of the Corporation by this Amended and Restated Certificate of Incorporation or any amendment hereof are subject to such right of the Corporation.

    (B) Notwithstanding any other provision of this Amended and Restated Certificate of Incorporation or the Bylaws (and in addition to any other vote that may be required by applicable law or this Amended and Restated Certificate of Incorporation), the affirmative vote of the holders of a majority in voting power of the outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class, shall be required to amend, alter or repeal any provision of this Amended and Restated Certificate of Incorporation.

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  5. Its very puzzling why such a simple business would need 10 directors? These two new directors are well qualified with O & G experience, but I suspect there is more to the story. Feels like “old guard” has one of them in their pocket and “reformers” has the other, and this is a compromise solution.

    My hope was we would evolve to less directors since they are well compensated for what does not seem to be a complicated directors role, political issues aside.

    I am guardedly optimistic the board will be de-staggered. They have seen what will happen is more proposals by shareholders on this subject will keep happening at every annual meeting until it gets put to a vote. Given the obstructionist history of the board so far, I would anticipate many shareholder proposals this fall.

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  6. I don’t know if you can get the buffer transcript from his Saturday 2022 annual meeting but around 3:15pm central time, he talked about TPL for around 3 minutes including a comment “it’s a wonderful co”.

    Sent from my iPhone

    >

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    • Interesting, I will try to find this.
      A couple years ago there was talk (I think coming from inside TPL) that two whales tried to buy TPL outright. One was rumored to be Berkshire Hathaway. Not sure how true it was. It was also rumored around the same time that a man named Dana owned half the trust……who knows.

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      • yep, I can only find snippets. maybe in few days a complete version will be posted in video or transcript. I will email you if i find it.
        I have seen WB go on about the qualities of royalty companies, so it does seem like TPL would be up his alley. Pretty sure if he offered me 2k i would sell him my shares today.

        WB-you know how to reach me if interested……

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