Goalposts Moved

They still don’t respect you.

Two steps forward on the business front as of late. One giant step back in terms of governance.

If you were preparing a proposal, your time frame just got shortened from two months to 10 days. This is disgusting.

Hey Rhys Best and Karl Kurz, is this what you signed up for? Do you think this is right? Do you think this is how a modern corporation should be governed? Are you ready to associate yourself with this circus? Cook, Duganier, and Epps have already compromised their reputations by being party to continued ugly displays like this. Are you willing to compromise your good names?

Readers, are you planning a proposal? Each shareholder is allowed one. If you need ideas or help, email me. The clock is ticking.

What they said on 12/7/21

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.

What they said today

Texas Pacific Land Corporation (the “Company”) expects to hold its 2022 annual meeting of stockholders on November 16, 2022. Any stockholder proposal to be submitted pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended, must be received by the Corporate Secretary at the principal executive offices of the Company no later than June 18, 2022, which the Company believes is a reasonable time before it begins to print and distribute its proxy materials.

Any other stockholder proposal or nomination that 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 the advance notice provisions of our bylaws. Please refer to our bylaws for additional requirements in connection with such submissions.

10 thoughts on “Goalposts Moved

  1. IS THIS LEGAL? HOW DO ALL THESE DIRECTORS STAND BY WHILE TPL TRAMPLES ON OUR RIGHTS AS SHAREHOLDERS. TRULY DESPICABLE AND SLEAZY BEHAVIOR. THIS HAS DAVID BARRY’S FINGERS ALL OVER IT.

    Liked by 1 person

  2. Wow….lets treat shareholders with as much disrespect as we can. We don’t want to have any of those pesky shareholders putting any proposal requests forward. Especially since last time those annoying shareholders got the advisory vote passed on destaggering the board.

    Time for me to drop an email to all the board. Does anyone have the two new directors email addresses?

    Liked by 1 person

    • Yes I agree. Here are their email addresses and the email I wrote…

      TO:
      dbarry@kelleydrye.com ; dbarry@texaspacific.com ; John@norris-weberlaw.com ; TGlover@texaspacific.com ; Eric@softvest.com ; info@horizonkinetics.com ; jkesslen@horizonkinetics.com ; dianeanddon@sbcglobal.net ; bduganier@texaspacific.com ; depps@texaspacific.com ; r.j.best@serenllc.net; rbest@austin-ind.com; karlkurz@aol.com; kkurz@texaspacific.com; rbest@texaspacific.com; csteddum@texaspacific.com ; jnorris@texaspacific.com; Shawn Amini

      CC:
      tpltblog@gmail.com

      Dear TPL Board Members,

      In 2021, shareholders large and small joined forces to declassify the board of directors of Texas Pacific Land Corporation. It was made abundantly clear that the board supported the ideology of a classified board structure and that it was the best path forward. Shareholders disagreed, and we did something about it.

      On December 7th, 2021, Texas Pacific released a DEF14A proxy filing which states, “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.”

      On June 8th, earlier this week, the board released an 8-K filing revising what was stated on December 7th, “Texas Pacific Land Corporation (the “Company”) expects to hold its 2022 annual meeting of stockholders on November 16, 2022. Any stockholder proposal to be submitted pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended, must be received by the Corporate Secretary at the principal executive offices of the Company no later than June 18, 2022, which the Company believes is a reasonable time before it begins to print and distribute its proxy materials. Any other stockholder proposal or nomination that 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 the advance notice provisions of our bylaws. Please refer to our bylaws for additional requirements in connection with such submissions.

      How does the board justify shifting up the received-by date by such a significant amount of time while now giving shareholders only 10 days to submit proposals? @dbarry@texaspacific.com and @John@norris-weberlaw.com, this is a slap in the face to shareholders and, it is a clear sign of disrespect of those for whom you serve.

      To the rest of the board, specifically our independent directors, how can you stand idly by and watch the unacceptable behavior of Dave Barry and John Norris and their treatment of shareholders?

      @Shawn Amini, please provide me with the bylaws as of June 8th.

      All directors, kindly confirm receipt of this email.

      Thank you,

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  3. Ted and Mr. Blogger,

    Perhaps you share the email u r going to send and the email addresses in a new post so that many of us can do it also ( using the correct language to make the point ). Thanks

    Liked by 1 person

  4. As Yogi Berra Would say, this is déjà vu all over again! With the positive news coming out recently I really hoped that management had began to take their jobs as directors seriously. But this new development further solidifies they’re complete lack of respect for shareholders. David Berry and the rest of his ilk are clearly on borrowed time. We have to band together and vote them out!

    Liked by 1 person

  5. Of course they do this with the stock at ATHs, assuming shareholders would not be as upset as they were 6 months ago. The Board members who had no honor/integrity/ethics from Day 1 will unfortunately continue to exhibit this behavior as long as they are getting paid $250-$300k per year. Do not expect them to represent shareholders if that compensation comes under risk. They will continue to do whatever it takes to protect their positions and ridiculous fees.

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  6. This is the most egregious thing David Berry has ever done and that’s saying something! He does not respect shareholders. He does not respect the company. And he certainly doesn’t respect our money. We need to vote him out! I’m going to submit a proposal requiring him to resign. We should all do the same! Obviously they will never allow it to be voted on but at least the other (independent) board members will understand shareholder sentiment.

    Liked by 1 person

  7. ahhh………i feel that warm glow of inner hatred again. All is right and toasty in the world. Barry and Norris never fail to disappoint. They are the grapefruit IPAs of my world (excluding Ballast Point which makes a very good one).

    Liked by 1 person

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