Bulldog Investors, LLP filed a 13D last night declaring their ownership. With the filing came in exhibit containing a proposal for shareholder approval of share issuance.
Reading between the lines, the proposal appears to me to be an appeal to avoid the inevitable litigation that would accompany a largely unwanted deal.
It remains clear that management and investors have very different incentives and have very different priorities.
I wonder if Bulldog smells a deal coming on the heels of the sealed filing outlined in the prior blog post?
Will management use the ever-weakening-poor-governance-tainted currency that is TPL stock to engage in a deal? What return will they get on that currency?
Also note that cash returns (dividend, repurchases) are minimal. Cash is being hoarded. Management is has deals on the brain. Will the return on those deals meet the significant ROI hurdle that was proven by decades of TPL stock repurchases? Almost certainly not.
Entrenchment appears to be first priority.
The Texas Pacific Land Trust Investor 
I believe that many of the dozens of readers of this blog hold more than $25,000 worth of TPL (per Mr. Goldstein’s letter).
Is there value in bombarding these freaking clowns on the board with the same letter?
It is frustrating sitting around twiddling my thumbs.
I thought these problems would be gone once the 2 ring leaders left the board as of 12/31.
Thank You!
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Could try it. I find it amusing that they filed a 13D for a 0.06% position. I should perhaps consider more filings of some of my other shareholdings.
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Fully agree with your assessment of the objective – dilute the present shareholders who are committed to the ROI that comes from reinvesting in the the best asset in the industry.
Worse, the latest meeting added two new board members who, in spite of years in the industry, had not seen fit / value in purchasing shares of TPL prior to being nominated and even up to the time of their election. Clearly they didn’t appreciate the value in the business, suggesting that they, too will find more interest in “transformative” deals that make the company less of what it has been successfully since 1888 and more of something else.
Alas, this proposal is a very weak one. An amendment to the bylawas REQUIRING shareholder approval would have been better.
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But they can still do whatever they want with the cash on the BS without approval?
This company reeks. It could be run by 4-5 people and buy back shares in perpetuity (like it was) but instead Glover and his merry band of know-nothings want to turn it into just another shitco / excuse for their roles to exist.
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Yes. This is the true managerial imperative – creating the need for administration, so that management has something to do and thus a reason to be paid.
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Feels like the $25k must be a typo? They seem to be a real company with over $100m in AUM. So maybe meant to be $25m? Or just $2.5m. However, even if $25m, that still seems pretty small to be asking for stuff.
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The $25,000 is a SEC requirement for submitting a Shareholder Proposal to be included in the company’s Proxy Statement. A web search returned these rules. WRT Rule 14a-8 of the Securities Exchange Act of 1934,
https://www.jonesday.com/en/insights/2020/10/sec-adopts-amendments-to-modernize-shareholder-proposal-rules
“Four Key Takeaways
The ownership and holding requirements have been increased from (x) at least $2,000 or 1% of a company’s securities for at least one year to (y) at least $2,000 (if held for at least three years), at least $15,000 (if held for at least two years) and at least $25,000 (if held for at least one year).
The one-proposal rule now applies to each person rather than to each shareholder—a person may only submit one proposal, directly or indirectly, to a company for the same shareholder meeting.
The shareholder support thresholds for resubmitting shareholder proposals of substantially the same subject matter have been significantly increased from 3/6/10% to 5/15/25% for matters voted on once, twice, or three or more times, respectively, in the past five years.
Shareholders are prohibited from aggregating their holdings to satisfy the increased ownership threshold.”
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All this time I thought B&N were the evil masterminds behind the empire building and shareholder antagonism. Now I am wondering if it was really Glover pushing the buttons all along. A kind of boardroom Keyser Soze from the Usual Suspects.
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Does anyone know the what the timing is and the procedure necessary to get Glover a.) off the Board of Directors and b.) ousted from his CEO role?
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You’d need to get a majority of the board to vote to remove him.
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As was posted before, “The directors who will be up for re-election to one year terms include the 3 Class III directors who were elected to one year terms at the 2023 Annual Meeting Roosa, Stahl, and Woung-Chapman, and the 3 Class I Directors whose terms expire in 2024 Duganier, Glover, and Kurz. The remaining 4 Class II directors whose terms expire in 2025 are Best, Cook, Epps, and Oliver.” If Glover isn’t re-elected as a director at the 2024 annual meeting he is off the Board.
From the ByLaws
“If a nominee for director in an election that is not a Contested Election fails to receive a majority of the votes cast and such nominee is an incumbent director, that director shall promptly tender his or her resignation to the Board, subject to acceptance by the Board. The Nominating and Corporate Governance Committee of the Board (or such other duly constituted committee of the Board authorized to make a recommendation) shall make a recommendation to the Board as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Board shall act on the tendered resignation, taking into account the Nominating and Corporate Governance Committee’s recommendation, and publicly disclose its decision regarding the tendered resignation within ninety (90) days from the date of the certification of the election results. The director who tenders his or her resignation shall not participate in the recommendation
of the Nominating and Corporate Governance Committee or the decision of the Board with respect
to his or her resignation.”
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Just a note to say I appreciate how well charged your phone was when you took the screenshot.
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