ISS Comes Down Hard on Board

tpltblogger20 Comments

ISS recently issued its voting recommendations (have you voted yet?) for the upcoming meeting. While I can’t share the report I can offer two highlights.

1) ISS recommends voting AGAINST all incumbent candidates. Shareholders voted in a right to act by written consent proposal last year and the board ignored it. I’m guessing they won’t ignore it next year.

“The board failed to disclose any meaningful engagements with shareholders or implementation of the majority-supported shareholder proposal providing shareholders with the right to act by written consent at the prior annual meeting.

2) ISS recommends voting FOR proposals 4 (right to call a special meeting), 6 (executive share retention), and 7 (right to act by written consent (again)).

All in, this is a win for shareholders. We are harder to ignore. Full rolling one year terms soon. Can you feel the tension in the air? I know I can.

20 thoughts on “ISS Comes Down Hard on Board”

  3. What does ISS stand for? I don’t believe it is the International Space Station, and why should I care.

    OK I did some digging ISS is Institutional Shareholder Services [a Proxy Firm].

    What does the institutional shareholder services do?
    Institutional Shareholder Services (ISS) provides proxy voting advice for institutional investors such as brokerage firms, mutual funds, hedge funds, and pension funds. Like all shareholders, institutional investors often get to vote on proposals of the companies that they invest in. May 31, 2023

    Liked by 1 person

  4. Hell yeah! this has to be a pretty rare occurrence (like a Ranger world series).

    Somebody get me a plate, the Cookies are almost done.

    ps. voted a while ago. ‘For’ MS, ‘Against’ everyone else and in general ‘For’ anything the board recommended against.

    Liked by 4 people

  5. Nice! It didn’t help ISS to get fooled with last year’s proxy, only to reverse its vote recommendation on the share expansion when the trial showed false and misleading information was given to shareholders.

    They now see the board today for what it is, serving the agency model and the views of Barry and Norris. Shareholders be damned. Pay no attention to the fact the shareholders actually own the company.

    Less than a week until real change begins. Can’t wait!

    Liked by 1 person

  8. No educated guesses here…. But, I wonder if it has anything to do with the Judge wanting to see Barry and Norris retire prior to ruling on the decision… Makes me wonder if HK would have been willing to have a softer ruling if those two resigned…. But those are just wild guesses. Will we see something on the Judge’s calendar first or would we just see the opinion be issued? Laster hasn’t had many written briefs in a while.

    An earlier comment mentioned golden parachutes. Does the timing of the GC’s golden parachute while awaiting a decision on some serious allegations not seem awful?

    Ted – Any idea on what kind of timeline we should expect moving forward?

    Like

    • JackFutures,

      It’s certainly an interesting question on the lengthy time to a decision. From my legal research into the Delaware Court of Chancery, I tried to find if there were any specific court rules on releases of opinions.

      I first read the rules of Court of Chancery. Its 125 pages and court rules are designed to make procedural matters move along faster, by having them match timelines, forms that are similar and process agreements on submissions, motions and general court operations.

      There are not any specific rules on timelines after a case is considered submitted for the Chancery Court that I could find.

      I believe the timeline question falls under the general rule for the Chancery Court which is seen in nearly all courts in the United States, and is also in the other Delaware courts and Delaware Supreme Court.

      Here is the Delaware Supreme Court rule: “Each Justice is obligated to decide all assigned matters within 90 days of submission. If any matter is pending before a Justice beyond 90 days, that Justice must file a report with the Chief Justice by the 10th day of the next month with an explanation for the delay.”

      The TPL trial was in April. Two post-trial briefs were allowed from the Plaintiff (TPL Management) and Defendants (HK and Softvest). The last brief was filed June 26th. Final oral arguments were heard on July 1. At this point the case was fully submitted.

      We are now four plus months since the submission date.

      My best guess: There is a confidential agreement among all the parties to not release the legal decision until after the Annual Meeting on November 10th. The legal decision could be released a few weeks after, or even longer.

      Since we are now in the land of conjecture, consider the incentives for the three groups involved, specifically the plaintiffs, the defendants and the Judge. It’s not hard to imagine scenarios where they all get something by kicking the ruling decision out after the annual meeting.

      The recent “cooperation agreement” of late July where we learned that Barry and Norris wouldn’t be seeking election gives some insight into which group is now in the drivers seat and a potential prediction of the case outcome.

      Liked by 2 people

  10. For the first time in several years I will miss the annual meting due to travel schedule. I would like the following from posters if possible:
    1. Brief summary of the nature and discussion of the meeting and general atmosphere of the room.
    2. Any comments (probably not) from leadership on the long delayed decision from the Delaware court!
    3. Any comments on a potential stock split (which effectively led to the court decision) in the nature of 3-1; 6-1 or 10-1?
    Thank you

    Liked by 1 person

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