ISS Change of Heart

tpltblogger4 Comments

This alert updates the analysis published Oct. 27, 2023 with respect to the vote recommendation on director Murray Stahl (Item 1b). In the original analysis, a vote against Stahl – the only incumbent director on the ballot this year – was recommended due to the board’s failure to take action on a shareholder proposal which received majority support at the 2022 annual meeting. Upon further review, given that Stahl is a designated director of Horizon Kinetics pursuant to a shareholders’ agreement (which, among other things, requires Horizon Kinetics to vote “in accordance with the recommendation of the majority of the Board in respect of any stockholder proposal submitted pursuant to Rule 14a-8”), and that various improvements in governance have come about since the initial contested director election in 2019, and given that the company has not stated that the board’s opposition to the 2022 shareholder proposal (or to the similar proposal on this year’s ballot) was unanimous, we are not able to conclude with confidence that Stahl is accountable for the company’s failure to implement the majority-supported proposal. Accordingly, notwithstanding the board’s failure to take action on the shareholder proposal, support for Stahl’s election is considered warranted. All other vote recommendations remain unchanged.

4 thoughts on “ISS Change of Heart”

  1. Didn’t want to look completely stupid apparently.

    I agree that the other two director nominees don’t seem to help or add more shareholdings to the board.

    I still think that all serious TPL shareholders have an obligation to vote against the auditors – Deloitte sponsored the conference at which Stuart Kirk explained calmly why investors need not fret about global warming.

    Kirk’s pointed speech contradicted frequently that of former Deloitte Global Chairwoman Sharon Thorne, who was arguing for the immense need for climate risk auditing. This would obviously serve Deloitte at the expense of shareholders, who would bear the incremental burden of management investing in an infrastructure to assess those risks and THEN to have it audited at large expense by a Big 4 firm.

    UNMENTIONED is the degree to which such climate auditing is a benefit to TPL MANAGEMENT – which can justify further empire building with the sort of “what should we do, our auditors are requiring it?” aw shucks. This is another kind of administrative capture of our lovely company by management for itself and against the shareholders and the shareholder reps on the board.

    We should reject Deloitte and it’s brigandage and encourage management to return to a smaller and less expensive audit; we survived with a small Texas firm for decades with no harm to our financial well being.

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