13 thoughts on “’22 Meeting Closed”

  1. I suppose it’s naive to think that they can’t do much damage in a year?

    Isn’t it true that, in 2025, the board strong-arming will be coming to an end, and we can elect shareholder-friendly stewards our capital to join Stahl and Oliver? (And hopefully fire any executives that don’t understand how to create value?)

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    • “Isn’t it true that, in 2025, the board strong-arming will be coming to an end, and we can elect shareholder-friendly stewards our capital to join Stahl and Oliver?”

      I would also like confirmation of this.

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  2. I used to have an engineer who worked for me who had an interesting technique for accessing privileged information. He would state as a fact something he knew to be false and wait for management to correct him usually providing privileged non public information. he wasn’t entitled to know. I wonder if some of the comments on this blog are actually trolls using the same techniques.

    The rules of the game are spelled out in documents that can be accessed on the TPL website. They include the TPL corporate governance documents which are available for download: Corporate Charter, Amended and Restated ByLaws, Audit Committee Charter, Compensation Commitee Charter, Nominating and Governance Committee Charter, etcetera. Additionally, the text of the Stockholders Agreement and the Cooperation Agreement are available.

    I would suggest that you review sone or all of them and then draw your own conclusions.

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        • No just another small TPL stockholder who has been digging into this stock for over a year. 

          https://tpltblog.com/2023/08/01/cooperation-agreement/

          If you read the Cooperation Agreement you will discover that

          “Paragraph 4

          Immediately after the Termination Date, and as long as either Mr. Stahl or Mr. Oliver serves on the Board, without the prior written consent of the Company, neither the Investor Group nor Messrs. Stahl and Oliver shall, and shall cause their respective Affiliates and controlled Associates not to, directly or indirectly:

          (a) (i) nominate, recommend for nomination or give notice of an intent to nominate or recommend for nomination a person for election at any Stockholder Meeting at which directors are to be elected; (ii) initiate, encourage or participate in any solicitation of proxies in respect of any election contest or removal contest with respect to directors; (iii) submit, initiate, make or be a proponent of any stockholder proposal for consideration at, or bring any other business before, any Stockholder Meeting; (iv) initiate, encourage or participate in any solicitation of proxies in respect of any stockholder proposal for consideration at, or other business brought before, any Stockholder Meeting; or (v) initiate, encourage or participate in any “withhold” or similar campaign with respect to any

          Stockholder Meeting; or

          (b) make any (i) public or private (other than to the Board) proposal with respect to or (ii) seek to encourage, advise or assist any person in so encouraging or advising with respect to, in each case: (A) any change in the number or term of directors serving on the Board or the filling of any vacancies on the Board, (B) any change in the capitalization, dividend or share repurchase policy of the Company, (C) any other change in the Company’s business, operations, strategy, management, governance, corporate structure, or other affairs or policies, (D) any Extraordinary Transaction, (E) causing a class of securities of the Company to be delisted from, or to cease to be authorized to be quoted on, any securities exchange or (F) causing a class of equity securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act.”

          Basically, I view your comment that started this thread as wishful thinking that doesn’t take into account the reality of the situation. Where do you think a nonaligned board candidate is going to come from? If a sitting board member isn’t reelected, read the corporate charter and bylaws to find out how the Board selects their replacement [not the stockholders]. Then read the Nominating Committee and Governance Charter to understand the hoops a challenging board candidate has to jump thru just to get on the proxy statement.

          As to firing employees what makes you think that the stockholders have that power?

          With all due respect why don’t you do some research?

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  3. With all due respect some of us have been holding this stock for decades, so please, lecture us more.

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  4. Doing the math on the proposal, the vote for share increase works out exactly as a six-fold share increase….so, in theory, they could do a 6 for 1 split and we’d be looking at an aprox $265 share price…..I’d be OK if that’s the game plan as the bid-ask spread would obviously tighten up, increasing liquidity and opening the door for additional institutional interest….I formerly was CEO of an RIA (Registered Investment Advisor) and liquidity was always a concern with investments we contemplated….

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    • Likewise, I wouldn’t have any concerns with a share split, because all per-share amounts would remain the same. However, my understanding is that management is after a share issuance which would dilute existing shareholders 6:1. Is that not the case?

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    • If it was just a straight 6:1 split there would have been no reason for any of the battles since ’22. 

      However, the math from this earlier post breaks down Proposal 4. There is a 3:1 split for the common stockholders … but an additional doubling of the authorized common shares to make an equivalent number of new shares available for management M&A safaris. Plus authorization for preferred stock:

      https://tpltblog.com/2022/10/07/finalized-proxy-out-they-hate-you/

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      • I believe if you review the Certificate of Incorporation posted on the TPL Website you will find that the Preferred Shares are already authorized and may be issued without a vote of the common shareholders. That is one of the criteria in the conversion committee plan spelled out on pages 4 and 5 of the Post Trial opinion.

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  6. Here is the text from the 2022 Annual meeting Proxy as posted on this Blog.

    September 2022 – The Texas Pacific Land Trust Investor (tpltblog.com)

    PROPOSAL FOUR

    APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION INCREASING THE NUMBER OF SHARES OF AUTHORIZED COMMON STOCK

    The Board recommends that stockholders consider and vote in favor of the adoption of an amendment (the “Authorized Shares Amendment”) to Article IV of the Amended and Restated Certificate of Incorporation of the Company (the “Certificate”) that would increase the authorized number of shares of common stock of the Company, par value $0.01 per share, (the “Common Stock”) from 7,756,156 shares (as presently authorized) to 46,536,936 shares. The Board has adopted the Authorized Shares Amendment, subject to stockholder approval, and declared it to be advisable and in the best interests of the Company.

    Section 4.1(A) of Article IV of the Certificate, marked to show the Authorized Shares Amendment, is as follows:

    (A) The total number of shares of stock that the Corporation shall have authority to issue is 8,756,156 47,536,936 shares of stock, classified as:(1)1,000,000 shares of preferred stock, par value $0.01 per share (“Preferred Stock”); and(2)7,756,156 46,536,936 shares of common stock, par value $0.01 per share (“Common Stock”).”

    Here is the link to the Delaware Court of Chancery Opinion wrt Proposal 4 https://courts.delaware.gov/Opinions/Download.aspx?id=356230

    I believe it is over 70 pages long! Enjoy reading it [Grin]!

    Please let us know what you think the answer is.

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