Lion Roars

https://ir.stockpr.com/tpltrust/sec-filings-email/content/0001193125-22-270749/d411484dpx14a6g.htm

This proposal appears specifically designed to fit into the guidelines of major proxy advisory firms, which normally recommend a “For” vote on a stock split and share issuance authorizations if it results in the company having twice the number of shares outstanding after the split. Management and the current Board undoubtedly are hoping that this proposal will slip through with ETF and Index funds following normal procedures on “routine” items. But, given the long history of TPL, this “blank check” authorization for management and the current Board to dramatically change the business strategy of TPL is anything but “routine.”

If item 4 is approved, management and the current Board will have twenty three million shares, each one worth today $668 (post split) at their disposal to spend on buying up assets, subject only to stockholder approval if, under NYSE rules, a future share issuance exceeds 20% of the shares outstanding. This is far from being business as usual. It’s scary. The advantages of a stock split are minimal in comparison with the dangers of allowing management and the current Board to dramatically change the business strategy of TPL without effective stockholder input.

NOT Routine – TAKE ACTION! – LET THEM KNOW!

Management has deemed the upcoming vote on Proposal 4 as “routine”. As this link explains, “routine” proposals can be voted upon by the brokers of clients who do not vote themselves. This vote is called a “broker non-vote”.

Big Problem!

-A proposal to potentially dilute your equity and voting stake by 50% is not routine!

-A proposal for a company that has been repurchasing shares/units for 100+ year to suddenly change course is not routine!

-A proposal that puts a billions of dollars of M&A capital into the hands of an inexperience management team is not routine!

-A proposal to undermine your investment by a board that largely HAS NOT BEEN ELECTED BY SHAREHOLDERS is not routine!

-A proposal that upends the investment thesis (concentration) of generations of TPL investors is not routine!

ISS and other proxy advisors all too often take the side of management without fully immersing themselves in the details. It is my guess that ISS will do so in this case. As such, non-votes (abstains) will be counted as YES votes.

Should non-votes decide an item of this importance? Certainly not! Should this proposal and vote be classified as routine? Certainly not!

A board of professionals who characterize their oversight as thoughtful and diligent must be compelled to care about the long term consequences of their actions. At a minimum, future elections would be very challenging. Additionally, inclusions on other boards could be an issue as there could be a taint on a board member who is outed as having low regard towards their duty of care for shareholders. It is possible that the board doesn’t fully understand the position of most long-term TPL investors; education could be necessary.

Proposal 4 has been constructed and communicated as a slimy slight of hand. First, a massive share authorization was introduced via a stock split trojan horse. Secondly, the proposal was characterized as routine to disempower engaged shareholders. Are board members aware of this? Do they want to be a part of this?

With that, it is incumbent upon investors to make it clear to the board that our will (NO DILUTION!) must be represented. I’m urging you to take ALL of the actions below with special emphasis on #2 and #3. WRITE! :

1 – Make plans to attend the annual meeting in person on November 16th.

2 – Write to the board via Investor Relations. IR@texaspacific.com Specifically address your letter to the board.

3 – Write to the board via physical mail. Specifically address your envelope and letter to the board. Texas Pacific Land Corporation 1700 Pacific Avenue Suite 2900 Dallas, TX 75201 

4 – Write to the proxy advisors that will be guiding passive, institutional, and broker non-votes.

ISS

Glass Lewis

5 – Write to your favorite financial publications and columnists. Dallas Morning News, The Houston Chronicle, The Fort Worth Star Telegram, The Wall Street Journal, Matt Levine from Bloomberg, CNBC (especially if you know a producer), and Investors Business Daily could be a great start. The more he and others hear about this “railroading” in the making, the better.

6 – Write open letters to the board. I will host to them and link to them from the blog if you would like.

7 – Reach out to other investors. Band together. Take a stand together. I would urge buy side investment managers to co-author letters in opposition.

8 – Reach out to your brokers (Fidelity, Schwab, Merrill, and the like) and let them know about the complexity of this issue. You UHNW/family office/RIA folks out there hold tremendous sway with brokers and prime brokers. And they make lots of money off of you. Let them know how strongly you feel about this issue.

9 – Reach out to the NYSE to let them know that a stock that they list is engaged in poor governance.

10 – Tweet this. Spread the word. This is a model for HOW NOT TO DO GOVERNANCE.

11 – Reach out to Morningstar Sustainalytics to make them aware that this action is not ESG friendly.

Let them know!

Let them know this this proposal is NOT ROUTINE!

Let the board know you don’t appreciate management playing with a stacked deck on YOUR DIME!

This vote, as slated, is NOT FAIR and does not represent healthy governance.

Management and some part of the board is trying to cut YOUR vote in half so they are more likely to stay in power when declassification comes into effect. Your voice will be severely diminished at the time when it matters the most. Do not stand for it!

Let them know! Take action!

Finalized Proxy Out; They Hate You

https://ir.stockpr.com/tpltrust/sec-filings-email/content/0001104659-22-106944/tm2227513d1_def14a.htm

After a century of being one of, if not the best, compounders the NYSE has ever seen, the brain trust in Dallas wants to change the formula. Decades of being a capital returning, stake concentrating machine are to be cast aside for an unproven management team to have the ability to do BILLIONS in M&A.

Here are how the numbers breakout for Proposal Four:

Current shares: 7,710,932

Proposed split: 3 for 1

Shares needed for anti-dilutive straight split: (7,710,932 x 3) = 23,132,796

Proposed shares (hold on to your seat): 46,536,936

Shares in excess of split need: 23,404,140 or 7,801,830 in current share value (adjust for 3 to 1)

Potential market value of excess shares at $2000 each: $15.6B

THEY WANT A $16B CHECKBOOK.

Your investment is in the process of being stolen. Vote no on 4.

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”).

Purposes of Increasing the Number of Shares of Authorized Common Stock; Potential Stock Split in the Form of a Stock Dividend

In connection with the Corporate Reorganization, the number of authorized shares of Common Stock was fixed in the Certificate to be equal to the number of shares of the Trust (the “sub-share certificates”) that were outstanding as of immediately prior to the Corporate Reorganization. This was done in part to allow the newly-created Board to determine, in the future, whether to approve the authorization of additional shares of Common Stock through an amendment to the Certificate and to propose the same for approval by stockholders of the Company.

The Certificate currently authorizes the issuance of a total of 8,756,156 shares of stock. Of such shares, 7,756,156 are classified as Common Stock and 1,000,000 are classified as preferred stock. Pursuant to the Corporate Reorganization, on January 11, 2021, the Company issued and distributed 7,756,156 shares of Common Stock to all of the holders of the sub-share certificates as of immediately prior to the Corporate Reorganization.

As of September 22, 2022, there were 7,710,932 shares of Common Stock issued and outstanding and no shares of preferred stock issued or outstanding. In addition to this number of shares of Common Stock outstanding, as of September 22, 2022, the Company had 45,224 shares of Common Stock held in treasury, of which 10,400 shares of Common Stock were reserved for issuance for awards granted pursuant to the 2021 Incentive Plan.

Unlike almost every company in the S&P 500 or S&P Midcap 400, the Company does not have any authorized but unissued shares of Common Stock available for future issuances. The only shares of Common Stock that are available to the Company for future issuances are its limited treasury shares. The Company may use available treasury shares as it deems fit for new issuances of Common Stock, such as under the 2021 Incentive Plan or the 2021 Non-Employee Director Stock and Deferred Compensation Plan (the “2021 Directors Plan” and together with the 2021 Incentive Plan, the “Incentive Plans”), or as consideration for acquisitions (as further described below). The primary method by which the Company can acquire more treasury shares is by reacquiring outstanding shares of Common Stock through stock repurchases.

If stockholders approve the Authorized Shares Amendment, it would permit the Board to effect a potential 3-for-1 split of the Company’s Common Stock in the form of a stock dividend of 2 shares per outstanding share totaling 15,421,864 based on the number of shares outstanding on September 22, 2022 (the “Stock Split”). Currently, the number of shares of Common Stock authorized, but not outstanding and not reserved for issuance for any specific purpose, is insufficient to effectuate the Stock Split. The increase in authorized shares will provide the Company with the ability to effect the Stock Split to lower the price per share of Common Stock to attract a broader investor base and increase stock liquidity. The Board has approved the Stock Split, subject to the Authorized Shares Amendment and there not being any material changes in the Company’s financial condition or results of operation or the market price for the Common Stock that would cause the Board to change its view on the desirability of effecting the Stock Split.

The Company could additionally use its ability to issue additional Common Stock for other purposes in the future, including: the sale of securities to raise capital; payment of consideration for acquisitions; payment of stock dividends; grants made to employees under new or expanded existing compensation plans or arrangements; and other corporate purposes. An increase in the number of authorized shares of Common Stock would also provide the Company with flexibility with respect to future transactions, including acquisitions of additional assets where the Company would have the option to use its Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) as consideration (rather than cash), financing future growth, financing transactions and other general corporate purposes. Any of such transactions, facilitated by the issuance of additional shares of Common Stock, could have the potential to benefit the Company and stockholders by, among other things, growing the Company’s business or assets, increasing stockholder value, or increasing the marketability and liquidity of the Common Stock.

Other than with respect to the Stock Split and under the Incentive Plans, the Company does not have any present intention to issue Common Stock in the immediate future. The submission of this Proposal Four is not part of any other existing plan of the Board to engage in any transaction that would require the proposed increase. However, the Company desires to have the flexibility to use Common Stock as consideration for the acquisition of additional assets. Authorized but unissued shares of Common Stock may be used by the Company from time to time as appropriate and opportune situations arise. The ability to issue additional shares would enable the Company to act quickly as opportunities arise and to avoid the time-consuming and costly need to hold a special meeting of stockholders in every case to seek stockholder approval for the issuance of additional shares of Common Stock. The Board believes that, in the future, occasions may arise where the time required to obtain stockholder approval might adversely delay or prohibit the Company’s ability to enter into a desirable transaction or deny it the flexibility to facilitate the effective use of its securities. Therefore, failure to approve this Proposal Four, in addition to prohibiting the Stock Split, could, in effect, prevent the Company from pursing strategic acquisitions.

Effects of the Authorized Shares Amendment

For the reasons discussed above, the Board believes that it is in the best interests of the Company to increase the number of authorized shares of Common Stock.

If this Proposal Four is approved by stockholders, the Company’s current Certificate will be amended to increase the number of shares of authorized stock of the Company to 47,536,936 shares of stock, of which 46,536,936 shares would be classified as Common Stock. The additional, newly-authorized shares of Common Stock would be part of the existing class of Common Stock and, if and when issued, would have rights identical to the currently issued and outstanding Common Stock. The Authorized Shares Amendment would not affect the number of shares of preferred stock authorized.

The Authorized Shares Amendment would not change any of the rights, restrictions, terms or provisions relating to the Common Stock or any preferred stock that may be issued in the future. Under the Delaware General Corporation Law (the “DGCL”), stockholders of the Company will not be entitled to appraisal rights with respect to the Authorized Shares Amendment and will not have any preemptive rights with respect to the additional shares being authorized. No further approval by stockholders would be necessary prior to the issuance of any additional shares of Common Stock, except as may be required by law or applicable NYSE rules. In certain circumstances, generally relating to the number of shares to be issued and the identity of the recipient, the rules of the NYSE require stockholder authorization in connection with the issuance of such additional shares (i.e., stockholder approval is generally required for stock issuances if the number of shares of common stock to be issued is equal to or in excess of 20% of the number of shares of common stock outstanding, otherwise than through a cash public offering). Subject to Delaware law and the rules of the NYSE, the Board has the sole discretion to issue additional shares of Common Stock for such consideration as may be determined by the Board.

The issuance of any additional shares of Common Stock may have the effect of diluting the percentage of stock ownership of present stockholders of the Company. Furthermore, although the Board has not recommended the Authorized Shares Amendment in order to discourage tender offers or takeover attempts of the Company, the availability of more authorized shares of Common Stock for issuance may have the effect of discouraging a merger, tender offer, proxy contest or other attempt to obtain control of the Company.

If the Authorized Shares Amendment is adopted, it will become effective upon filing a Certificate of Amendment with the Delaware Secretary of State. The Board intends to cause such filing promptly following stockholder approval, but the Board nevertheless would retain the discretion under Delaware law, until such time, to not implement the Authorized Shares Amendment. In such case, the number of authorized shares would accordingly remain at its current level.

Effect of the Stock Split

If stockholders adopt the Authorized Shares Amendment and the Company subsequently undertakes and consummates the Stock Split, the amount of the Company’s Common Stock account as reflected in the Company’s consolidated financial statements will be increased to reflect the additional shares issues at a par value of $0.01 per share and the amount of the additional paid-in capital account will be reduced by the same amount, with no overall net effect on total stockholders’ equity. Further, pursuant to the anti-dilution adjustment provisions of the Incentive Plans, proportionate adjustments would be made to the number of shares of Common Stock that remain available for issuance pursuant to such plans, as well as the outstanding awards under such plans.

THE BOARD RECOMMENDS A VOTE “FOR” APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION INCREASING THE NUMBER OF SHARES OF AUTHORIZED COMMON STOCK.

Foxes Guarding Hen House

“Show me the incentive and I will show you the outcome.” – Charlie Munger

It’s no secret that I am staunchly opposed to a new share authorization in excess of exactly what is needed for a split. It is my belief that any excess shares will be either used for 1) management and director compensation or 2) M&A.

1) In the case of increased compensation, it is a natural human instinct and incentive is to want more. The incentive there is obvious. It is up to you as the shareholder to determine if the D and O team is worth that extra comp.

2) As to M&A, have you ever met a board member or a C-suite employee that didn’t want to be part of a larger market cap company? Regardless of how they arrived there (stock price appreciation or otherwise), there is personal benefit in presiding over a larger empire. Whether that larger empire (if we get there via buying assets with stock) is good for you and me, that is your decision. Does career building enrich shareholders? You decide.

In the case of M&A, what evidence do we have that this team is actually good at it? How have recent purchases fared? What about the recent sales? Where is proof that the team has a solid core competence in asset trading? Do you want them using your stock to do that?

With the board having 22% of the vote (10 board members voting the economic stake of the 2 of the board members), the temptation to give into the incentives outlined above is huge. And it will be done on your dime. Said another way, 8 board members (Stahl and Oliver excluded) with a combined total stake of 3,326 shares (0.04% of shares outstanding) have a supermajority to vote 22% of YOUR company in accordance with THEIR incentives.

Can you count on them to do the right thing? Sure. The right thing for them personally. Not the right thing for you.

Don’t let yourself get diluted.

We’ll see what the numbers look like when the final proxy looks like. I’d love to be pleasantly surprised by a number that isn’t in excess of 3 to 1, but my base case is higher. I’ll be sure to let readers know where it lands.

Happy $2000

Just a reminder that a 3 for 1 split (even if it didn’t provide for extra shares for shananigans) is pointless.

Also, if this team can’t figure out a good split number to use to hide a share authorization, can you really trust them to spend that authorization?

Amateur hour.

Don’t let yourself get diluted.

It’s A Trap! (P4)

Is it? Some thoughts on Proposal Four (P4) are below. The complete, unaltered, text of P4 is quoted at the bottom of the post. Please share your thoughts in the comments.

  • The easiest observation is that we can’t tell what P4 really is yet. The blanks are still blank. If management really wants to do a stock split and nothing else, the TO number will be 3x the FROM number. Anything in excess of (TO – 3 x FROM) = management comp and M&A fodder.
  • I’d like to be pleasantly surprised with a 3x number but I’ll take the over. Glover talks way to much about deals in quarterly calls for M&A to not be top of mind. $500MM (ballpark) in cash on the balance sheet but it doesn’t get you very far in deal land with WTI @ $83 and Brent at $90.
  • Everyone (including the board) likes to get paid, so there is easy incentive for issuance there too.
  • If you’re going to split an $1800 stock, why do it 3 to 1? What does $600 get you that $1800 doesn’t? Who gives them this advice? TPL has had daily share volume of 47k over the past 30 days. If they were part of the S&P500 that would place the ticker 7th from the bottom in terms of daily shares traded. If volume triples from here they would go from 7th to 32nd. Not a very big jump. TPL is much more relevant in daily dollar value traded (price x share); they rank middle of the pack compared to the S&P500. Clearly the needle mover here is straight share volume and clearly the 3 to 1 doesn’t get it done.
  • Lastly, Stahl and Oliver don’t have to vote for it. A split (I think) qualifies as an extraordinary action. The stockholders agreement allows for S & O to vote independently. See pages 3 and 13.
  • https://www.sec.gov/Archives/edgar/data/97517/000121390020014919/ea122864ex10-1_texas.htm

In short, I don’t think you should vote yes on P4. 3 to 1 doesn’t get you anywhere in terms of price (still very high) or share liquidity.

One thing is for certain, any extra shares will dilute your stake.

If you want a split, call IR and ask them to:

  1. Increase the ratio. 18x or 36x seem more appropriate.
  2. Limit the authorization to SHARES NEEDED FOR SPLIT ONLY.

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 [_________] 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 [________] 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 [________] shares of common stock, par value $0.01 per share (“Common Stock”).

Purposes of Increasing the Number of Shares of Authorized Common Stock; Potential Stock Split

In connection with the Corporate Reorganization, the number of authorized shares of Common Stock was fixed in the Certificate to be equal to the number of shares of the Trust (the “sub-share certificates”) that were outstanding as of immediately prior to the Corporate Reorganization. This was done in part to allow the newly-created Board to determine, in the future, whether to approve the authorization of additional shares of Common Stock through an amendment to the Certificate and to propose the same for approval by stockholders of the Company.

The Certificate currently authorizes the issuance of a total of 8,756,156 shares of stock. Of such shares, 7,756,156 are classified as Common Stock and 1,000,000 are classified as preferred stock. Pursuant to the Corporate Reorganization, on January 11, 2021, the Company issued and distributed 7,756,156 shares of Common Stock to all of the holders of the sub-share certificates as of immediately prior to the Corporate Reorganization.

As of September [__], 2022, there were [__________] shares of Common Stock issued and outstanding and no shares of preferred stock issued or outstanding. In addition to this number of shares of Common Stock outstanding, as of September [__], 2022, the Company had [_____] shares of Common Stock held in treasury, of which (i) [___________] shares of Common Stock were reserved for issuance for awards granted pursuant to the 2021 Incentive Plan, and (ii) [_________] shares of Common Stock were reserved for issuance for awards granted pursuant to the 2021 Non-Employee Director Stock and Deferred Compensation Plan (the “2021 Directors Plan” and together with the 2021 Incentive Plan, the “Incentive Plans”).

Unlike almost every company in the S&P 500 or 400, the Company does not have any authorized but unissued shares of Common Stock available for future issuances. The only shares of Common Stock that are available to the Company for future issuances are its limited treasury shares. The Company may use available treasury shares as it deems fit for new issuances of Common Stock, such as under the Incentive Plans, or as consideration for acquisitions (as further described below). The primary method by which the Company can acquire more treasury shares is by reacquiring outstanding shares of Common Stock through stock repurchases.

If stockholders approve the Authorized Shares Amendment, it would permit the Board to effect a potential 3-for-1 split of the Company’s Common Stock in the form of a stock dividend of 2 shares per outstanding share totaling [___________] (the “Stock Split”). Currently, the number of shares of Common Stock authorized, but not outstanding and not reserved for issuance for any specific purpose, is insufficient to effectuate the Stock Split. The increase in authorized shares will provide the Company with the ability to effect the Stock Split to lower the price per share of Common Stock to attract a broader investor base and increase stock liquidity. The Board has approved the Stock Split, subject to the Authorized Shares Amendment and there not being any material changes in the Company’s financial condition or results of operation or the market price for the Common Stock that would cause the Board to change its view on the desirability of effecting the Stock Split.

The Company could additionally use its ability to issue additional Common Stock for other purposes in the future, including: the sale of securities to raise capital; payment of consideration for acquisitions; payment of stock dividends; grants made to employees under new or expanded existing compensation plans or arrangements; and other corporate purposes. An increase in the number of authorized shares of Common Stock would also provide the Company with flexibility with respect to future transactions, including acquisitions of additional assets where the Company would have the option to use its Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) as consideration (rather than cash), financing future growth, financing transactions and other general corporate purposes. Any of such transactions, facilitated by the issuance of additional shares of Common Stock, could have the potential to benefit the Company and stockholders by, among other things, growing the Company’s business or assets, increasing stockholder value, or increasing the marketability and liquidity of the Common Stock.

Other than with respect to the Stock Split and under the Incentive Plans, the Company does not have any present intention to issue Common Stock in the immediate future. The submission of this Proposal Four is not part of any other existing plan of the Board to engage in any transaction that would require the proposed increase. However, the Company desires to have the flexibility to use Common Stock as consideration for the acquisition of additional assets. Authorized but unissued shares of Common Stock may be used by the Company from time to time as appropriate and opportune situations arise. The ability to issue additional shares would enable the Company to act quickly as opportunities arise and to avoid the time-consuming and costly need to hold a special meeting of stockholders in every case to seek stockholder approval for the issuance of additional shares of Common Stock. The Board believes that, in the future, occasions may arise where the time required to obtain stockholder approval might adversely delay or prohibit the Company’s ability to enter into a desirable transaction or deny it the flexibility to facilitate the effective use of its securities. Therefore, failure to approve this Proposal Four, in addition to prohibiting the Stock Split, could, in effect, prevent the Company from pursing strategic acquisitions.

Effects of the Authorized Shares Amendment

For the reasons discussed above, the Board believes that it is in the best interests of the Company to increase the number of authorized shares of Common Stock.

If this Proposal Four is approved by stockholders, the Company’s current Certificate will be amended to increase the number of shares of authorized stock of the Company to [_________] shares of stock, of which [________] shares would be classified as Common Stock. The additional, newly-authorized shares of Common Stock would be part of the existing class of Common Stock and, if and when issued, would have rights identical to the currently issued and outstanding Common Stock. The Authorized Shares Amendment would not affect the number of shares of preferred stock authorized.

The Authorized Shares Amendment would not change any of the rights, restrictions, terms or provisions relating to the Common Stock or any preferred stock that may be issued in the future. Under the Delaware General Corporation Law (the “DGCL”), stockholders of the Company will not be entitled to appraisal rights with respect to the Authorized Shares Amendment and will not have any preemptive rights with respect to the additional shares being authorized. No further approval by stockholders would be necessary prior to the issuance of any additional shares of Common Stock, except as may be required by law or applicable NYSE rules. In certain circumstances, generally relating to the number of shares to be issued and the identity of the recipient, the rules of the NYSE require stockholder authorization in connection with the issuance of such additional shares. Subject to Delaware law and the rules of the NYSE, the Board has the sole discretion to issue additional shares of Common Stock for such consideration as may be determined by the Board.

The issuance of any additional shares of Common Stock may have the effect of diluting the percentage of stock ownership of present stockholders of the Company. Furthermore, although the Board has not recommended the Authorized Shares Amendment in order to discourage tender offers or takeover attempts of the Company, the availability of more authorized shares of Common Stock for issuance may have the effect of discouraging a merger, tender offer, proxy contest or other attempt to obtain control of the Company.

If the Authorized Shares Amendment is adopted, it will become effective upon filing a Certificate of Amendment with the Delaware Secretary of State. The Board intends to cause such filing promptly following stockholder approval, but the Board nevertheless would retain the discretion under Delaware law, until such time, to not implement the Authorized Shares Amendment. In such case, the number of authorized shares would accordingly remain at its current level.

Effect of the Stock Split

If stockholders adopt the Authorized Shares Amendment and the Company subsequently undertakes and consummates the Stock Split, the amount of the Company’s Common Stock account as reflected in the Company’s consolidated financial statements will be increased to reflect the additional shares issues at a par value of $0.01 per share and the amount of the additional paid-in capital account will be reduced by the same amount, with no overall net effect on total stockholders’ equity. Further, pursuant to the anti-dilution adjustment provisions of the Incentive Plans, proportionate adjustments would be made to the number of shares of Common Stock that remain available for issuance pursuant to such plans, as well as the outstanding awards under such plans.

THE BOARD RECOMMENDS A VOTE “FOR” APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION INCREASING THE NUMBER OF SHARES OF AUTHORIZED COMMON STOCK

What About the ‘No Action’ Proposals?

Remember these? https://tpltblog.com/2022/07/30/no-action-proposals-22/

1 – Proposal to eliminate stockholders agreement. Status: Made it to the proxy.

2 – Proposal to investigate improprieties by certain directors. Status: No where to be seen.

3 – Directors can’t be elected without a majority of active vote. Status: Company says they are already doing it

4 – Forty to one stock split. Status: Company petitioning to do it. Kinda. (It’s a trap!)

The above are proposals made by shareholders that management is/was in the process of petitioning for permission to ignore. It doesn’t appear as if the SEC has ruled so my guess is that there is a possibility that the proxy could change. I’m no expert.

I do think a serious look at the second (as listed) proposal is worthwhile for shareholders. The proposal outlines some fairly ugly activity (below) by certain directors. The basis used to exclude the proposal doesn’t seem all that strong to me. I’m interested to hear what the readers think about this proposal and the rationale to exclude it. If I’m missing anything as far as SEC process goes, please let me know.

1. Mr. Barry was never duly elected as a TPL trustee in 2017.

2. Messrs. Barry and Norris manufactured a delay in holding a shareholder meeting to “buy time” to make a case against a nominee for trustee and attempted to improperly adjourn or delay the meeting despite lacking the power to do so.

3. Messrs. Barry and Norris caused TPL to file numerous proxy solicitation materials that falsely attacked that nominee’s character.

4. TPL has failed to adequately disclose related party transactions regarding Kelley Drye, a law firm with which Mr. Barry has long been associated.

5. In 2019, Mr. Barry signed a public letter falsely stating that Mission Advisors owned 177,223 shares of TPL and that Mission supported his preferred nominee for the Board.

6. In 2018, Barry and Norris voted to increase their own compensation by about 5,000% in violation of TPL’s Declaration of Trust.

“Abhorrent Governance”

https://310value.substack.com/p/texas-pacific-land-corporation-a

Nice rundown on the proxy here. Can’t help agree with the author’s thoughts on #4.

Proposal 4: It’s a Trap!

The fourth proposal seems great as the current share price is close to $1,800 per share and several investors believe that a stock split would help generate additional interest in the company. The board points out that more shares are needed to execute a split, ergo, please approve more shares. However, where it gets dangerous for shareholders is that they also say that the additional shares could be used as consideration for acquisitions, and as grants to employees. Regarding acquisitions, the long-held investment thesis in TPL is that it was a liquidating trust. No capital was necessary to grow the royalty businesses and all excess cash flow was to be used to pay dividends and / or retire shares. Furthermore, the company has a share buyback program in place, why go the other way? Last comment on acquisitions, management does not have the trust of the shareholders to deploy large amounts of capital via acquisitions. Regarding the stock grants, there are enough issues with management compensation to compound the issue by allowing the company another piggy bank to extract from.

Would also wholeheartedly agree with the sentiment below. Given the size and pay of this board, waiting a year for action is a joke.

The meeting is November 16, 2022. Advice I would give to the board, is that if any of the non-binding proposals pass, do not let another year go by before having a binding vote, such as was done with the proposal to declassify the board. Have a special meeting as soon as possible so the shareholders’ wishes can be implemented.

Proxy Statement 2022

https://ir.stockpr.com/tpltrust/sec-filings-email/content/0001104659-22-100872/tm2226031d1_pre14a.htm

Thoughts:

1 – Scroll through this blog and look at all of the shit shareholders (even post c-corp) have been put through. Ask who advocated on your behalf and who didn’t. Vote accordingly. Remember the proxy and meeting fun last year?

2 – Non binding say on pay. They don’t care what you think.

3 – For

4 – Is it for split only? Looks like a trap if you read page 20.

5 – For

6 – For

7 – undecided

8 – For

9 – For

Quick instincts above.

Non-votes are “no” votes for 3 and 4.

Proposal Three: Approval of an amendment to the Company’s Certificate of Incorporation providing for the declassification of the Board requires the affirmative vote of the majority of voting power of the outstanding shares of Common Stock entitled to vote on the matter. Abstentions and broker non-votes (if any) will have the effect of a vote “AGAINST” this proposal.

Proposal Four: Approval of an amendment to the Company’s Certificate of Incorporation increasing the amount of authorized shares of Common Stock requires the affirmative vote of the majority of voting power of the outstanding shares of Common Stock entitled to vote on the matter. Abstentions (if any) will have the effect of a vote “AGAINST” this proposal. Because brokers have discretionary authority to vote on this proposal, we do not expect any broker non-votes.

And finally, all proposals are non-binding. What else would you expect?