What About the ‘No Action’ Proposals?

Remember these? https://tpltblog.com/2022/07/30/no-action-proposals-22/

1 – Proposal to eliminate stockholders agreement. Status: Made it to the proxy.

2 – Proposal to investigate improprieties by certain directors. Status: No where to be seen.

3 – Directors can’t be elected without a majority of active vote. Status: Company says they are already doing it

4 – Forty to one stock split. Status: Company petitioning to do it. Kinda. (It’s a trap!)

The above are proposals made by shareholders that management is/was in the process of petitioning for permission to ignore. It doesn’t appear as if the SEC has ruled so my guess is that there is a possibility that the proxy could change. I’m no expert.

I do think a serious look at the second (as listed) proposal is worthwhile for shareholders. The proposal outlines some fairly ugly activity (below) by certain directors. The basis used to exclude the proposal doesn’t seem all that strong to me. I’m interested to hear what the readers think about this proposal and the rationale to exclude it. If I’m missing anything as far as SEC process goes, please let me know.

1. Mr. Barry was never duly elected as a TPL trustee in 2017.

2. Messrs. Barry and Norris manufactured a delay in holding a shareholder meeting to “buy time” to make a case against a nominee for trustee and attempted to improperly adjourn or delay the meeting despite lacking the power to do so.

3. Messrs. Barry and Norris caused TPL to file numerous proxy solicitation materials that falsely attacked that nominee’s character.

4. TPL has failed to adequately disclose related party transactions regarding Kelley Drye, a law firm with which Mr. Barry has long been associated.

5. In 2019, Mr. Barry signed a public letter falsely stating that Mission Advisors owned 177,223 shares of TPL and that Mission supported his preferred nominee for the Board.

6. In 2018, Barry and Norris voted to increase their own compensation by about 5,000% in violation of TPL’s Declaration of Trust.

2 thoughts on “What About the ‘No Action’ Proposals?

  1. Proposal 1 was submitted as a request for no action, as the one submitted was redundant with another request that made it on the proxy. Along the lines of some of the issues noted in the other proposals, there should also be an investigation with respect to the alleged related party transaction that occurred with TPL and the Tarka Resources.

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