Lion’s Open Letter

Lion Long Term Partners LP

May 11, 2023

Open Letter to Proxy Advisors and

To Stockholders of Texas Pacific Land Corporation

Dear Fellow Stockholders and Proxy Advisors,

On April 28th, following the release of the transcript of the April 17th trial hearing in Delaware Chancery Court, we wrote to Glass Lewis, Institutional Shareholder Services and Egan Jones (the “Proxy Advisors”) urging them to review their recommendation to vote “For” Proposal 4 (to amend the Company’s Certificate of Incorporation to increase by sixfold the number of authorized shares of common stock of the Company) at the adjourned 2022 Texas Pacific Land Corporation (“TPL” or the “Company”) Annual Meeting, to be held May 18, 2023 solely to consider Proposal 4. We also wrote to The New York Stock Exchange urging them to review their classification of Proposition 4 as “Routine”.

Yesterday Glass Lewis announced that it has changed its recommendation with respect to Proposal 4 to “Against” and we urge the other Proxy Advisors to review their case files and Glass Lewis’ detailed explanation of its change in position and follow Glass Lewis in recommending an Against vote on Proposal 4, and we urge the Stockholders of the Company who have voted For Proposal 4 to reconsider their position.

In its May 9 update of its analysis of Proposal 4, Glass Lewis explains its change of recommendation as based on its review of the documents filed in the Delaware Chancery Court litigation initiated by the Company against the “Investor Group” of the Company owning some 21% of the Company outstanding common shares, and TPL’s April 25 supplemental proxy materials. (Lion Long Term Partners is not a member of the Investor Group.)

Glass Lewis noted that the Investor Group submitted proxies for the 2022 Annual Meeting to vote against Proposal 4, and that at the Annual Meeting management had obtained favorable votes from only 35.2% of the outstanding common shares, well short of the simple majority required for approval of Proposal 4.

Glass Lewis further noted that the position of the Investor Group is that the Company should be governed as it has for most of its 135-year history operating as a liquidating trust vehicle with no ability to issue new shares, let alone for the purpose of pursuing external acquisitions, and that, if approved, Proposal 4 would give management of the Company many billions of dollars’ worth of unissued Company stock, effectively giving the Company a blank check to dilute stockholders through acquisitions with stock and equity compensation grants to management.

In its highly perceptive nine paragraph analysis Glass Lewis argues strongly that Stockholders should vote against Proposal 4 and it noted that Stockholders who have previously cast votes in favor of Proposal 4 still have the ability to switch their votes to AGAINST, which Glass Lewis now advises they do.

We do too.

Yours sincerely,

Stephen Nicholas Walker

York GP Ltd.

General Partner of Lion Long Term Partners LP

4 thoughts on “Lion’s Open Letter

  1. One hopes TPL management realizes and recognizes the shift that has occurred. They will immediately suspend all litigation and subsequent shareholders cost.
    After the last two years, I don’t hold out hope.

    Liked by 1 person

  2. A 100,000 megawatt spotlight has exposed the dirty rats for what they are, and now their ill-fated gambit has been thoroughly discredited, and nearly scuttled, so very curious now to see how they respond. Do they raise a white flag and issue a mea culpa in the hope of saving there cushy gigs, or do they go scorched-earth with shareholder money, double down on their misadventure, and destroy more TPL value?


  3. We completely Agree. Tim Yates for Seaboard Associates, Inc– a long term TPL shareholder– not a member of the investor group. I also own the shares individually and through Horizon Kinetics.

    Liked by 1 person

  4. I am so appreciative of this blog and the like minded individuals who post here.

    Thank you all.

    This feels like great progress to me!

    Liked by 1 person

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