Milestone Carbon, a subsidiary of Milestone Environmental Services and an emerging leader in permanent carbon sequestration services for industrial emitters, today announced an agreement under which Milestone Carbon will lease from Texas Pacific Land Corporation (NYSE: TPL) (“TPL”) more than 22,000 acres of land and pore space for permanent geologic sequestration of CO2 in the Permian Basin. The acreage, located in Loving and Midland counties, would support carbon capture and storage (“CCS”) projects at industrial facilities in West Texas, including natural gas processing and power plants.
“Continued development of carbon capture projects by Milestone Carbon is promising, and we are excited that TPL’s expansive surface footprint could potentially serve as a key resource to this emerging industry,” said Tyler Glover, CEO of TPL. “This is another opportunity that reaffirms our commitment to sustainability, and we are encouraged by the potential benefits carbon capture could provide in the future for all the stakeholders involved in these projects.”
Posting this because it is a frequently asked question.
There are no voting restrictions on proposals next year.
What is the deadline for receipt of director nominations and stockholder proposals to be presented at the next annual meeting of stockholders?
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”), to be included in the Company’s Proxy Statement to be issued in connection with the 2024 Annual Meeting of Stockholders, such stockholder proposal must be received by the Company no later than June 12, 2024. 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 director nominations or 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 2024 annual meeting of stockholders, will be untimely unless it is received between July 13, 2024 and August 12, 2024 in accordance with the Company’s Amended and Restated Bylaws (the “Bylaws”). In order for stockholders to give timely notice of nominations for directors for inclusion on a universal proxy card in connection with the 2024 annual meeting of stockholders, notice must be submitted no later than September 11, 2024 and include all of the information required by Rule 14a-19 under 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 SEC. Any such request should be directed to the Company’s Secretary at 1700 Pacific Avenue, Suite 2900, Dallas, Texas, 75201.
We invite you to attend the 2023 Annual Meeting of Stockholders of Texas Pacific Land Corporation, a Delaware corporation (the “Company”), which will be held on November 10, 2023, at 11:00 a.m. Central time (the “Annual Meeting”) at the Renaissance Dallas Hotel, 2222 North Stemmons Freeway, Dallas, Texas 75207. At the Annual Meeting, you will be asked to vote on the following proposals (as more fully described in the proxy statement accompanying this notice):
1.
To elect three (3) members of the Company’s Board of Directors (the “Board”) to serve until the 2024 annual meeting of stockholders.
2.
To approve, by non-binding advisory vote, the executive compensation paid to our named executive officers.
3.
To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023.
4.
To consider a non-binding stockholder proposal regarding stockholders’ ability to call for a special stockholder meeting.
5.
To consider a non-binding stockholder proposal regarding adopting a policy that requires an independent Chair of the Company’s Board of Directors.
6.
To consider a non-binding stockholder proposal regarding adopting a policy requiring executives to retain a significant portion of stock until retirement.
7.
To consider a non-binding stockholder proposal regarding stockholders’ ability to act by written consent.
8.
To consider a non-binding stockholder proposal regarding adopting a policy to request that the New York Stock Exchange not categorize any increase in the authorized number of shares as routine.
9.
To consider a non-binding stockholder proposal regarding severance pay to senior managers as a breach of fiduciary duty.
10.
To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.
Only stockholders of record at the close of business on September 14, 2023 are entitled to notice of and to vote at the Annual Meeting or any adjournment thereof.
My vote after a quick skim (subject to change, of course):
For: 3, 4, 5, 6, 7, 8, 9. Against: 2
Extremely strong showing by a very engaged shareholder base. Not sure I’ve ever seen so many pro-investor proposals on a single proxy. But remember….
On July 28, 2023, the Company and the Investor Group entered into a Cooperation Agreement (the “Cooperation Agreement”) pursuant to which (i) Mr. Stahl, Ms. Woung-Chapman and Mr. Roosa would be nominated by the Company for election at the Annual Meeting, (ii) the resignation letters submitted by Messrs. Stahl and Oliver pursuant to the Stockholders’ Agreement (as described above) were considered withdrawn and no longer effective, (iii) the Investor Group agreed to vote or cause to be voted all of the shares of Common Stock over which the Investor Group has direct or indirect voting control for the election of the three nominees named above in Proposal 1, for Proposals 2 and 3, and in accordance with the recommendation of the majority of the Board in respect of Proposals 4-9. The Cooperation Agreement also provided for mutual non-disparagement covenants and certain standstill obligations for the Investor Group as long as one of Mr. Stahl or Mr. Oliver remain on the Board. In addition, the termination date of the Stockholders’ Agreement was changed to occur following the completion of the Annual Meeting, which in no event will extend beyond December 31, 2023.
The SEC can not concur that there is good enough reason to exclude proposals that 1) require categorizing share authorizations as something other than routine and 2) prohibit golden parachutes.
Both are good protections for shareholders. I can’t wait to vote on them.
The Texas Pacific Land Trust Investor 