Giving Thanks for Passed Proposals and Future Board Action

tpltblogger26 Comments

Happy Thanksgiving!

Lawrence Goldstein of Santa Monica Partners LP wrote a letter to the board and asked me to share it. I couldn’t agree more with the contents of the letter. As ISS has communicated, it is time to get to work on enacting the will of the shareholders.

Santa Monica Partners letter to Micheal Dobbs BOD 11-20-23.pdfDownload

26 thoughts on “Giving Thanks for Passed Proposals and Future Board Action”

  3. That would benefit the BOD and management how???
    Nice try, but the kids are already driving this WOT with a wall ahead.

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        • It will benefit board members by allowing them to keep their seats. Institutional holders and managers have guidelines to withhold support from directors who fail to respond to such shareholder initiatives.

          For example, the Federal Retirement Thrift Investment Board relies on BlackRock and State Street to manage its $872 billion in assets. Those guidelines make it clear they will generally withhold support from directors who do not support these type initiatives.

          Liked by 2 people

    • It’s not designed to benefit management. It’s designed to make them accountable and govern with integrity.

      PS What’s a WOT? So far I’ve got World of Tanks, War on Terror, and Waste of Time.

      Liked by 1 person

  5. I would like to commend Mr. Goldstein on his succinctly written letter and am sure that the Board will follow his lead and certify this proposal. As shown by the show of hands at this past annual meeting, it is clear that the shareholders want to return to the previous model, rather than the one the Board has recently backed. I regret to say that Tyler Glover’s compensation package might even need to be revised, so that he is incentivized to repurchase and retire shares, rather than the one he has now, which may lead him to continually look for larger Acquisitions and Sales opportunities to build his income.
    -Craig M. Cohen

    Liked by 1 person

    • I have given the subject some more study and came to realize that there are costs associated with a stockholder called special meeting. Some of those costs will be borne by all of the stockholders of TPL whether they agree with the proposal submitted by some of the stockholders or not and some of the costs will be borne by those stockholders calling for a Special meeting both to meet the legal requirements of the SEC and State of Delaware and to solicit proxies exceeding the 25% threshold of shareholders supporting a call [demand] for a special meeting.

      Remember T.A.A S.T A A F.L. [There Ain’t Any Such Thing As A Free Lunch]!

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      • What I was trying to express was that a Stockholder Demanded Special meeting has to follow the same requirements as an Annual Meeting in terms of definition of the proposal, timing, notification of stockholders, preparation of agenda, conduct of business, etc. It isn’t a free form lynch mob as much as some commenters would apparently like it to be. There are costs to the company to make that happen that come out of the corporate kitty. What does it cost to have an annual meeting? What burning issue is there that can’t wait for the next Annual meeting?

        Also there are costs to the individuals requesting/demanding a Special Meeting in assembling the backing of 25% of the shareholders that I assume they aren’t reimbursed for.

        Liked by 1 person

  8. Has someone written a summary of major corporate governance issues remaining wrt TPL? And the timeline for potentially solving those?

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  9. Does anyone know if there is a standard operating procedure for how ANY legitimate takeover proposals would be decided? Would it be decided by the Board to accept or reject such a proposal, or would shareholders get a vote? Or perhaps that is a case when a “Special Meeting” would come in handy?

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    • A little searching produced a Wikipedia article that contains some interesting information. It will take some time to digest.

      https://en.wikipedia.org/wiki/Shareholder_rights_plan

      Scroll down to “Other Takeover Defenses” the first bullet point

      “Limitations on the ability to call special meetings or take action by written consent.” Makes you wonder doesn’t it!

      The last bullet point “Classified boards with staggered elections for the board of directors. For example, if a company had nine directors, then three directors would be up for re-election each year, with a three-year term. This would present a potential acquirer with the position of having a hostile board for at least a year after the first election.”

      ”

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    • I don’t think there is much chance for someone to buy. The structure of a royalty company with multiple operators gets in the way. This was a perfect stand alone company then management believed they were smarter than the double number of the management’s IQ. All they needed to do was sign the checks.

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  10. In order to implement the two majority supported shareholder proposals the company’s certificate of incorporation needs to be amended. The board cannot amend the certificate unilaterally. Any amendment must be approved by a majority of shareholders. I would not expect to see or hear of any action on the shareholder proposals until the 2024 annual meeting since they don’t need to take action sooner.

    This is, of course, if the board acts at all. As with the 2022 written consent shareholder proposal, the board may not put up any certificate amendment proposal on written consent or special meetings. Although, with HK/SB no longer subject to the voting agreement, it may be better for all to do the normal course and put up management proposals to amend the certificate.

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  11. I think that a simple way out with the new Board members is to first direct Glover that no acquisitions can be made without Board approval and that buying back and retiring shares is his major objective.
    He and the General need to be voted off the Board at the first opportunity. He’s trying to build the company in his image by growing it, and that’s NOT not our motivation.

    Liked by 1 person

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