Inside 24 hours now. As of this writing, I still haven’t received my proxy materials via USPS. Unconscionable. But what else should we expect?
Now is the time to vote. To do so, you have to call MacKenzie Partners at 800-322-2885. They will look up your shares and allow you to cast your vote.
Don’t wait for paper copies or an email from your broker. Neither are coming! Take that as the insult that it is.
DALLAS (December 23, 2021) – Texas Pacific Land Corporation (NYSE: TPL) (“TPL Corporation” or the “Company”) today announced that in light of the recent surge in COVID-19 cases associated with the Omicron variant of the virus, the Company will hold its upcoming Annual Meeting (the “Annual Meeting”) in an entirely virtual format. The Annual Meeting is scheduled to be held on December 29, 2021, at 2:00 p.m. Central time.
A live audio and video of the Annual Meeting will be transmitted via a virtual platform. Information about how to access the virtual meeting can be found in the Company’s revised proxy statement, which is available at SEC.gov. Stockholders will need to visit https://web.lumiagm.com/260628927 and enter the control number included in the Notice of Internet Availability or proxy card that they should receive by mail. Stockholders who access the Annual Meeting online will be able to watch and listen to the meeting and vote online.
Stockholders who wish to still vote their shares in person may do so at the Omni Dallas Hotel, 555 Lamar Street, Dallas, Texas 75202. A live audio and video feed will be available, but the meeting will not be held in person.
Stockholders who have questions or who need assistance in voting their shares or accessing the virtual platform should contact the Company’s proxy solicitor, MacKenzie Partners, at (212) 929-5500 or Toll-Free (800) 322-2885.
The Company intends to provide an opportunity for stockholders to meet in-person with members of the Board of Directors and management when it is safe to do so.
A switch somewhere flipped last night.
At 2:42am and 2:50am I received emails from Merrill Lynch and Fidelity informing of the upcoming meeting and linking me to their websites to vote.
Maybe I just got lucky and it was a coincidence. That said, I spent considerable time on the phone with both companies yesterday.
If you still can’t vote via your broker’s website, you have 3 options.
1- Wait for your meeting materials via snail mail. As soon you receive the packets, find the control number and use it to vote at http://www.proxyvote.com. Fidelity told me that paper copies went out on 12/16.
2- Call your brokerage firm and ask them for your control number. Use the website above to vote it.
3 – Call MacKenzie Partners directly at 800-322-2885. I’m told they can look up your information (without a control number) and submit your vote.
Happy voting!
For the record. It is 12/23 and I have yet to receive my meeting materials via mail. For a 12/29 meeting. Gross.
Couldn’t all this be avoided with proof of ownership shared widely? You know, straightforward truth.
Given the clear representation in your December 20 letter that the Board “conducted an inquiry into the matter” of Mr. McGinnis’s stock ownership, the Board should immediately and publicly release the results of that inquiry to all of the Company’s stockholders. All I have ever sought is the truth about a straightforward factual question: were the representations about who the Company’s second largest stockholder was back in 2019 factually accurate or not? The Board’s refusal to provide an answer to that straightforward question with supporting documentation is what ultimately led to my Delaware lawsuit. Even now, the Board refuses to disclose the results of its “inquiry” to stockholders – a remarkable fact given that the Board is affirmatively asking the stockholders to reelect Mr. McGinnis as a director. If the Board now has determined the answer to the question of Mr. McGinnis’s ownership and has evidence to support its conclusion, then it should publicly set the record straight instead of grandstanding. Transparency – rather than more obfuscation – is what would be in the “best interest of all stockholders.”
“I called Schwab and they had to manually look up the Control number so I can vote my shares ( I own in multiple accounts). Schwab said there is no way for me to look it up on their website because the number comes from a third-party. Back in October I received an email with the link and the control number. Schwab explained it was the companies choice on how to distribute the new control number. So TPL management is obviously playing games.” – Alan
Board – All against
Comp – All against
Auditor – For
Declassification – For
With my vote I wish to convey my disgust in the lack of transparency of the board and management team. Since late 2018 to now, it has been obvious that senior leadership holds shareholders in utter disdain. The willingness to waste shareholder money in fighting shareholders has only been surpassed by the amateur capital allocation policy that we’ve experienced over the same period. Every press release is another twist of the knife. All from a group that has little to no upside exposure to the stock price. It’s an abhorrent agency problem that must end.
I don’t wish to deny any compensation or livelihood to any of the individuals involved. I hold no personal ill will. In my experience as a TPL investor, I see/perceive a persistent lack of good faith towards shareholders. The vote above is my response. A good board should/would take notice of that type of sentiment.
I haven’t. No paper materials yet and neither of my brokers (Fidelity and Merrill) have voting options on their websites.
We’re 5 business days out from the meeting and the USPS is jammed with holiday traffic.
I’m not surprised.
Nine days before the vote, the Board writes to remind shareholders how they think they should vote. Link to the letter is below. Can’t help but think that this letter is in response to the disclosure from CalSTRS today on how they voted.
Why, in the letter below, could the company not address, head on, questions around the suitability of certain board members and representations made on their behalf during the 2019 legal dispute? These questions could be answered objectively and easily. Instead, we get more of the same.
The ability to elect directors is the most important use of the shareholder franchise and all directors should be accountable on an annual basis. A staggered board can entrench management and effectively preclude most takeover bids or proxy contests. Although the board describes the company as being in a period of transition, there is no indication as to how long it expects this period to last, nor is there a “sunset” on the classified board structure. Moreover, this proposal explicitly contemplates a transition period before the board is fully declassified, as the “resolved clause” states that implementation of the proposal would not affect the unexpired terms of directors elected prior to its implementation. If shareholders approve this proposal, as well as a binding management proposal to amend the certificate of incorporation at next year’s annual meeting, the earliest point at which the board could be fully declassified would be the 2024 annual meeting, more than three years after the company’s reorganization was effected in January 2021. Therefore, support for this proposal to declassify the board is warranted.
Big win for shareholders here. This vote will be very close.
Should the board reconsider their recommended vote?
“So why was I asked to be a trustee nominee for the vacant trustee position? I was told the shareholders want someone with corporate governance experience and that they wanted to move the trust forward in a more open and transparent direction. I can be that change agent, and I have served that role in the past. I’m an independent director as defined by the criteria established by the Securities Exchange Commission and the New York Stock Exchange. I have no conflicts of interest and will exercise my duties of care and loyalty with seriousness.” – General Donald Cook
https://www.sec.gov/Archives/edgar/data/97517/000121390019007125/defa14a0419b_texaspacific.htm
The following is a letter sent to the Board this morning by a long time reader.
Subject: Dismay over lawsuit regarding shares owned/controlled by Dana McGinnis and Mission
Texas Pacific Land Board of Directors,
As a shareholder with 2,000 shares, I am disappointed again to see shareholder money being spent on a lawsuit over what is a simple issue to resolve. This is very cut and dried. Dana McGinnis and Mission Advisors either owned the shares they said they did during the proxy fight of 2019, or didn’t. Its not a shades of gray issue. If they controlled or owned them, it is easy to show.
Since this hasn’t been resolved and its easy to show ownership if it happened without disclosing anything confidential, I am convinced the ownership isn’t there. The lawsuit documents communication from Don Cook and TPL counsel with what seems to be a strategy to delay and not resolve the matter with legal tap dancing.
We now have a real problem. This is a material misrepresentation. It calls into question why Dana McGinnis is even on the board, because his misrepresentation of what he owned gave him credibility, which he did not deserve if he did not own or manage the shares. It also raises many ethical questions about Don Cook as described in the lawsuit.With the upcoming proxy vote material is a sentence saying Murray Stahl is going to vote against Dana McGinnis. No additional explanation is offered. This suggests strongly he has an ethical problem with this situation and is voting accordingly.
Which raises an even larger question to the board, why is this ok at all? Why hasn’t the board taken action? Why are we spending legal money (which belongs to the shareholders) on something where its wrong, unethical and indefensible?
I ask the Board of Directors to weigh in publicly with a statement or other press release communication showing how they think on this important issue. Ideally the board should state whether or not Dana McGinnis and Mission owned the shares, or not and take appropriate action.
The silence is deafening and the Board needs to speak up.
Did McGinnis lie?
Did legacy Trustees, now co-chairs of the Board lie?
If so, should there be resignations?
Also if so, was conversion committee corrupted via lie?
Are existing (independent) board members comfortable with any of this?
Is existing management comfortable with this?
If not, what actions will they take?
Will TPL and lawyers be able to talk ISS into voting for “stability” (no on declassification) as it pertains to proposal #7?
If a majority of non-board and non-institutional (assuming ISS sides with board) shareholders vote to declassify (non-binding) will the board take it as a signal for action?
If McGinnis doesn’t get re-elected, what is the time frame for the Nominating Committee (Donald Cook (Chair), Donna Eps, Murray Stahl) to come up with a new candidate?
Post your questions in the comments.
https://twitter.com/atg_capital/status/1468723015533969413?s=21
The plaintiff argues that Dana McGinnis and TPL trustees misrepresented the number of TPL shares under McGinnis’ control.
The Texas Pacific Land Trust Investor 