The following are excerpts from the four shareholder proposals that TPL management is petitioning the SEC to not address:
Stockholder Proposal of Gabi Gliksberg
Shareholders ask our Board of Directors to take the steps necessary to permit removal of directors by a majority vote of shareholders, with or without cause, to the fullest extent possible and that this be called out in the bylaws and/or Articles of Incorporation.
TPL’s present bylaws provide excessive job security for the Board of Directors. The bylaws can provide job security to a director who clearly needs to be removed but the director insists with finding fault with credible evidence. In addition, the bylaws can even provide job security to a director who has been convicted of a felony by a court of competent jurisdiction so long as that conviction remains subject to direct appeal!
Shareholders should hold the power to vote on removing directors without the need for cause. This proposal represents an important step forward in director accountability.
Stockholder Proposal of Jason Hubert
Shareholders request that TPL’s Board of Directors perform a review of the
Company’s processes surrounding the preparation of its SEC-filed Proxy
Materials.
Stockholder Proposal of Lion Long Term Partners LP
Resolved, that the Board of Directors of the Company adopt a policy
whereby, in connection with any proposal to increase the authorized number of
shares of common stock of the Company, other than solely through a stock split,
the Company request the New York Stock Exchange (“NYSE”), when first
submitting the Company’s proxy materials to the NYSE for review, not to categorize
such proposal as routine under Rule 452 of the NYSE’s Guide.
Stockholder Proposal of Special Opportunities Fund
RESOLVED: The stockholders will consider it a breach of fiduciary duty for the board of directors to authorize severance pay for any senior manager in excess of such individual’s base annual compensation unless it is unanimously approved.
SUPPORTING STATEMENT: The Company has been engaged in contentious litigation with certain directors. Given this tension in the boardroom, we believe it is possible that at some point there may be changes to the board of directors and to senior management. The purpose of this non-binding proposal is to advise the directors that the stockholders believe that, unless unanimously approved by the board, authorizing any severance pay that would constitute a lucrative golden parachute for any senior manager may be subject to a legal challenge as a breach of a director’s fiduciary duty.
Talking my book but all seem prudent and in keeping with good governance to me. We’ll probably never know (though we can suspect) who has/had the real decision rights behind many of the micro actions (such as trashed proposals) taken by the company that were so obviously contrary to the wishes of engaged investors. Perhaps the “refreshed” board (and by extension management team) will foster a culture of prioritizing shareholder interests over entrenchment, ego, and contempt.
The Texas Pacific Land Trust Investor 