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.
15 thoughts on “Proxy Statement and Meeting (11/10/23)”
TPL thinks that shareholders ability to call a special meeting is not warranted given their “robust shareholder engagement”. I wonder if robust shareholder engagement includes suing and sending subpoenas to your largest shareholders.
Impressive amount of shareholder friendly proposals. Agree with TPL blogger on they all need our support. Unfortunately this year HK and Softvest have to vote with the board’s recommendation. But 2024 they can vote how they want.
Was half expecting another attempt by management to have an anti-shareholder proposal on the ballot. Relieved there isn’t one!
Humorous the expected pathetic arguments by management against them. We need these for the simple reason most of the board has shown an abysmal disregard for shareholders and keeping the company as a compounding machine.
Really chuckled over the proposal concerning shareholder ownership of a significant amount of shares. And their lame arguments they already have something in place. They do, but none of the key executives meet the current guidelines.
Can’t wait until 2024 to start voting out directors that have shown their anti-shareholder values.
I wish we could do next years vote like on the show Survivor (maybe someone can help me write that up as a shareholder proposal?).
And the fourth person voted out of Survivor TPL..(pause)….General , grab your torch and please leave the board room. You can leave your honor and dignity bag on the seat. ………………………..Donald, the tribe has spoken
Skimming the Proxy Statement I found one sentence in two places that I was very happy to see “The Co-Chairs of the Board are currently independent, and the Board intends to elect a new independent Chair to serve following the conclusion of the Annual Meeting.” I had a concern that in the spirit of chicanery the I Sue twins might have orchestrated combining the Chairman position with the CEO position. If the Chair is an independent director that can’t happen, plus after the Annual Meeting they don’t to get to vote on it. I believe it also contradicts the announcement of the Cooperation Agreement that a new Chair or Co Chairs would be announced at the Annual Meeting.
Thanks for sharing – the level of shareholder engagement here is impressive. I don’t have the same sense of voting that you do – it is tempting to vote for the proposals reflexively in order to humiliate management, but we should be careful, and recognize where a proposal might make the governance worse, not better.
Issue 1 – I think “yes” on Stahl, but “no” on the other two. Not clear that they are better than the predecessors, and at least one seems to be nominated because of immutable characteristics more than character.
Issue 2 – clearly a “no”
Issue 3 – No. Here is a good place to humiliate management – vote against their hand-picked allies, the auditor. A strong vote against an auditor is uncommon, which is why it will be so effective. Quite frankly, there is no reason to pick such an expensive firm. During the long and happy decades of the Land Trust, a local Texas CPA firm did the job adequately. Do we think that the Water Business is so complicated that it requires a totally different auditor?
Issue 4 – Yes. This is good governance, as it provides the major shareholders, acting in concert, the opportunity to hold a meeting to address issues that they consider to be inadequately adddressed by the BoD or the management. It requires that issues be brought in front of the shareholders, providing us with a chance to weigh in..
Issue 5 -No. The intent here is good, but the execution is wrong. The problem is that the definition of “independent” is wrong. Someone who gets the job because management uses control of the proxy machinery to appoint their friends (like Disney’s BoD, all Iger pawns) doesn’t have independence from management – they owe management. Moreover, we all know very successful companies that have combined roles (BRK, AMZN, even Stahl’s own FRMO). The issue isn’t “independence” in this sense – it is MAJOR SHAREHOLDING. This should be defeated, in favor of a proposal to require that the Chairmanship be offered to the LARGEST – NON PASSIVE – SHAREHOLDER (and offered in order of shareholdings). This would achieve the goal that is really intended here – to have the board’s agenda be controlled by someone who expects to earn economic returns from their shareholdings.
Issue 6 – Yes. This is a fine proposal, requiring long term holding. A better one would require management to place an overwhelming (above 50%) of their net worth into the stock.
Issue 7 – No. This is a bad idea. If you have an FRMO situation, maybe it’s fine. But written consent will make governance harder and less transparent, however, much it might be desirable to smack management, the procedures should go through the board.
Issue 8 – this is a bad idea, since the proposal doesn’t force the NYSE to do anything and instead invites it to clarify when it WOULD support management. No.
Issue 9 – Again, this is tempting, but fruitless. It would likely be much better to pay management some $ to simply go away. Denying the BoD that exit ramp is more likely to hurt the company than management. Here’s hopng that manangement is fired for cause.
The proposal simply requires TPL to ASK the NYSE to define dilutive share issuance as an unusual activity to create an “out” for the large shareholders to vote against any proposal to increase shares. But this is one of those that could harm us by succeeding – namely what if it passes, management goes to the NYSE and the NYSE says – well, it is unusual unless you do XYZ – or simply declines to define it as unusual.
We don’t control the NYSE’s rulemaking and they could define the rule in a way that management could exploit. I suppose that the by-laws cannot be amended in a way that achieves the same goal (allowing the shareholder agreement to be set aside for the purpose of votes on dilution), but that makes more sense to me than looking for the NYSE to be a deus ex machina.
Thinking about it isn’t the shareholder agreement now moot with the Cooperation Agreement in place. Plus neither the stockholders or TPL have any control over the NYSE’s actions as you stated.
@Leonard – Thanks – good points! probably right about the shareholder agreement being moot now. Hadn’t even thought about the fact that is has been superceded. Anyway, I don’t think there’s much value in this proposal.
Ok so, this is a great trivia question and I only know the answer because I asked Murray about it personally.
BTW, if you haven’t ever checked out http://www.frmocorp.com – go do so and plan to spend several hours curled up with Murray Stahl in the form of the annual letters and shareholder and quarterly meeting Q&A. Simply great stuff. The HK quarterly commentary by Steve Bregman, is even more magisterial and very well researched.
As to FRMO – that is the ticker, and you are on to it with the FRM Nexus, which had the ticker FRMN. This is the predecessor firm to FRMO (it was trying to build value through the “Nexus” between Food, Retail and Medical real estate. Ultimately, it didn’t belong in a public vehicle, and in 2001 it was spun out thru a no-longer-allowed “reverse pooling of assets” that left a public shell and $10k in the bank which was then sold to the Stahl Bregman group.
FRM Nexus had had the ticker “FRMN” and when Murray took it over, they simply took the next one in order, which would be FRMO. Murray has confirmed this. It makes sense, the company didn’t have a “strategic plan” – it was part of a capital strategy rather than an operating one.
While it did get an operating business (research), the intent has always been to build or acquire a bigger business and that leaves the name open to being based on the operating business. 20 years on, tho, buying a business at an attractive rate has been hard, tho they do now effectively control some other firms, like WELX.
The Texas Pacific Land Trust Investor 
TPL thinks that shareholders ability to call a special meeting is not warranted given their “robust shareholder engagement”. I wonder if robust shareholder engagement includes suing and sending subpoenas to your largest shareholders.
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“I’ve sentenced boys younger than you to the gas chamber. Didn’t want to do it. I felt I owed it to them.” – Judge Smails
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Your votes mirror my own. Most are shareholder proposals and we ALL need to stand by them.
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Impressive amount of shareholder friendly proposals. Agree with TPL blogger on they all need our support. Unfortunately this year HK and Softvest have to vote with the board’s recommendation. But 2024 they can vote how they want.
Was half expecting another attempt by management to have an anti-shareholder proposal on the ballot. Relieved there isn’t one!
Humorous the expected pathetic arguments by management against them. We need these for the simple reason most of the board has shown an abysmal disregard for shareholders and keeping the company as a compounding machine.
Really chuckled over the proposal concerning shareholder ownership of a significant amount of shares. And their lame arguments they already have something in place. They do, but none of the key executives meet the current guidelines.
Can’t wait until 2024 to start voting out directors that have shown their anti-shareholder values.
LikeLiked by 3 people
I wish we could do next years vote like on the show Survivor (maybe someone can help me write that up as a shareholder proposal?).
And the fourth person voted out of Survivor TPL..(pause)….General , grab your torch and please leave the board room. You can leave your honor and dignity bag on the seat. ………………………..Donald, the tribe has spoken
LikeLiked by 2 people
Thank you!
LikeLiked by 2 people
Skimming the Proxy Statement I found one sentence in two places that I was very happy to see “The Co-Chairs of the Board are currently independent, and the Board intends to elect a new independent Chair to serve following the conclusion of the Annual Meeting.” I had a concern that in the spirit of chicanery the I Sue twins might have orchestrated combining the Chairman position with the CEO position. If the Chair is an independent director that can’t happen, plus after the Annual Meeting they don’t to get to vote on it. I believe it also contradicts the announcement of the Cooperation Agreement that a new Chair or Co Chairs would be announced at the Annual Meeting.
LikeLiked by 2 people
Thanks for sharing – the level of shareholder engagement here is impressive. I don’t have the same sense of voting that you do – it is tempting to vote for the proposals reflexively in order to humiliate management, but we should be careful, and recognize where a proposal might make the governance worse, not better.
Issue 1 – I think “yes” on Stahl, but “no” on the other two. Not clear that they are better than the predecessors, and at least one seems to be nominated because of immutable characteristics more than character.
Issue 2 – clearly a “no”
Issue 3 – No. Here is a good place to humiliate management – vote against their hand-picked allies, the auditor. A strong vote against an auditor is uncommon, which is why it will be so effective. Quite frankly, there is no reason to pick such an expensive firm. During the long and happy decades of the Land Trust, a local Texas CPA firm did the job adequately. Do we think that the Water Business is so complicated that it requires a totally different auditor?
Issue 4 – Yes. This is good governance, as it provides the major shareholders, acting in concert, the opportunity to hold a meeting to address issues that they consider to be inadequately adddressed by the BoD or the management. It requires that issues be brought in front of the shareholders, providing us with a chance to weigh in..
Issue 5 -No. The intent here is good, but the execution is wrong. The problem is that the definition of “independent” is wrong. Someone who gets the job because management uses control of the proxy machinery to appoint their friends (like Disney’s BoD, all Iger pawns) doesn’t have independence from management – they owe management. Moreover, we all know very successful companies that have combined roles (BRK, AMZN, even Stahl’s own FRMO). The issue isn’t “independence” in this sense – it is MAJOR SHAREHOLDING. This should be defeated, in favor of a proposal to require that the Chairmanship be offered to the LARGEST – NON PASSIVE – SHAREHOLDER (and offered in order of shareholdings). This would achieve the goal that is really intended here – to have the board’s agenda be controlled by someone who expects to earn economic returns from their shareholdings.
Issue 6 – Yes. This is a fine proposal, requiring long term holding. A better one would require management to place an overwhelming (above 50%) of their net worth into the stock.
Issue 7 – No. This is a bad idea. If you have an FRMO situation, maybe it’s fine. But written consent will make governance harder and less transparent, however, much it might be desirable to smack management, the procedures should go through the board.
Issue 8 – this is a bad idea, since the proposal doesn’t force the NYSE to do anything and instead invites it to clarify when it WOULD support management. No.
Issue 9 – Again, this is tempting, but fruitless. It would likely be much better to pay management some $ to simply go away. Denying the BoD that exit ramp is more likely to hurt the company than management. Here’s hopng that manangement is fired for cause.
Issue 10 – unspecified.
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Very good point on #5. Not sure I follow on #8.
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The proposal simply requires TPL to ASK the NYSE to define dilutive share issuance as an unusual activity to create an “out” for the large shareholders to vote against any proposal to increase shares. But this is one of those that could harm us by succeeding – namely what if it passes, management goes to the NYSE and the NYSE says – well, it is unusual unless you do XYZ – or simply declines to define it as unusual.
We don’t control the NYSE’s rulemaking and they could define the rule in a way that management could exploit. I suppose that the by-laws cannot be amended in a way that achieves the same goal (allowing the shareholder agreement to be set aside for the purpose of votes on dilution), but that makes more sense to me than looking for the NYSE to be a deus ex machina.
LikeLiked by 2 people
Thinking about it isn’t the shareholder agreement now moot with the Cooperation Agreement in place. Plus neither the stockholders or TPL have any control over the NYSE’s actions as you stated.
LikeLiked by 1 person
@Leonard – Thanks – good points! probably right about the shareholder agreement being moot now. Hadn’t even thought about the fact that is has been superceded. Anyway, I don’t think there’s much value in this proposal.
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What does FRMO stand for? [I had to research it because I didn’t know Grin]! I am guessing its the second one.
“What does FRMO mean? This page is about the various possible meanings of the acronym, abbreviation, shorthand or slang term: FRMO.”
Term Definition Rating
FRMO F R M Nexus, Inc.
Business » NASDAQ Symbols
FRMO Financial Risk Management Organization
Business » Management — and more…
FRMO Free Runners Masonic Order
Community » Clubs”
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Ok so, this is a great trivia question and I only know the answer because I asked Murray about it personally.
BTW, if you haven’t ever checked out http://www.frmocorp.com – go do so and plan to spend several hours curled up with Murray Stahl in the form of the annual letters and shareholder and quarterly meeting Q&A. Simply great stuff. The HK quarterly commentary by Steve Bregman, is even more magisterial and very well researched.
As to FRMO – that is the ticker, and you are on to it with the FRM Nexus, which had the ticker FRMN. This is the predecessor firm to FRMO (it was trying to build value through the “Nexus” between Food, Retail and Medical real estate. Ultimately, it didn’t belong in a public vehicle, and in 2001 it was spun out thru a no-longer-allowed “reverse pooling of assets” that left a public shell and $10k in the bank which was then sold to the Stahl Bregman group.
FRM Nexus had had the ticker “FRMN” and when Murray took it over, they simply took the next one in order, which would be FRMO. Murray has confirmed this. It makes sense, the company didn’t have a “strategic plan” – it was part of a capital strategy rather than an operating one.
While it did get an operating business (research), the intent has always been to build or acquire a bigger business and that leaves the name open to being based on the operating business. 20 years on, tho, buying a business at an attractive rate has been hard, tho they do now effectively control some other firms, like WELX.
LikeLiked by 1 person
Control numbers are available.
Start the exit music please.
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