Brokerages Show Proxy Campaign

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.

Gliksberg Responds

Couldn’t all this be avoided with proof of ownership shared widely? You know, straightforward truth.

https://www.prnewswire.com/news-releases/texas-pacific-land-corporation-stockholder-responds-to-boards-attack-on-proposal-to-declassify-and-suit-for-inspection-of-company-records-301450144.html

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.” 

They Underestimate Your Resolve

“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

My Votes

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.

The Board Urges

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.

https://www.texaspacific.com/investors/news-events/press-releases/detail/122/texas-pacific-land-corporation-sends-letter-to-stockholders

ISS Says Yes on #7

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?

Trust and Transparency

“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

Letter to the Board

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. 

Open Questions from a Shareholder

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.

Proxy!

https://ir.stockpr.com/tpltrust/sec-filings-email/content/0001104659-21-147282/tm2134765d1_defr14a.htm

Question 7 is new. Some changes quoted below.

In addition to the addition of question #7, the other large item of note is Murray Stahl informing the board that he intends to vote against the election of Dana McGinnis. Didn’t see that one coming!

Post other observations in the comments please. What else caught your eye?

Proposal Seven: Approval of the stockholder proposal requesting that the Board take actions to declassify the Board requires the affirmative vote of a majority of the votes cast on the matter. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

What is the deadline for receipt of stockholder proposals to be presented at the next annual meeting of stockholders?  In order for any stockholder proposal submitted pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Company’s bylaws, to be included in the Company’s Proxy Statement to be issued in connection with the 2022 Annual Meeting of Stockholders, such stockholder proposal must be received by the Company no later than August 8, 2022. Any such stockholder proposal submitted, including any accompanying supporting statement, may not exceed 500 words, as per Rule 14a-8(d) of the Exchange Act. Any such stockholder proposals submitted outside the processes of Rule 14a-8 promulgated under the Exchange Act, which a stockholder intends to bring forth at the Company’s 2022 annual meeting of stockholders, will be untimely unless it is received between August 31, 2022 and September 30, 2022 in accordance with our bylaws and Rule 14a-4 of the Exchange Act. Any changes to such dates will be disclosed in our periodic reports on Form 10-Q or Form 10-K, or current reports on Form 8-K, filed with the Securities and Exchange Commission (“SEC”). Any such request should be directed to the Company’s Secretary at 1700 Pacific Avenue, Suite 2900, Dallas, Texas, 75201 or (214) 969-5530.

Murray Stahl, in violation of the Stockholders’ Agreement, has informed the Company in writing on December 2, 2021 that he intends to vote against the election of Dana F. McGinnis. 

PROPOSAL SEVEN

STOCKHOLDER PROPOSAL

The following non-binding, advisory proposal was submitted by Gabriel Gliksberg, a stockholder of the Company. Mr. Gliksberg has informed the Company that his address is 538 West Stratford Place, Chicago, Illinois 60657, and that he is the beneficial owner of 100 shares of Common Stock.

“Resolved: shareholders of the Company recommend that as soon as practicable the Board of Directors take all necessary steps within its legal power and in accordance with applicable law (and subject to shareholder approval) to declassify the Board of Directors and reorganize it into one class with each director subject to election each year. Implementation of this proposal will not affect the unexpired terms of directors elected prior to the implementation of the proposal from completing the term for which such director was elected.”

SUPPORTING STATEMENT SUBMITTED BY MR. GLIKSBERG

There seems to be virtually unanimous consensus in the institutional investment world that declassified boards are the preferred governance structure.

Per the Harvard law School forum on Corporate Governance website1;

declassified boards highlight how annual elections can increase accountability and responsiveness to shareholders. Over the past five years, corporations have seen a strong migration away from classified boards to annually elected boards with no director classes. Indeed, almost 90% of large-cap companies now have declassified boards, up from about two-thirds in 2011.

Per Institutional Shares Services’ (ISS) guidelines2;

General Recommendation: Vote Against proposals to classify (stagger) the board.

Vote for proposals to repeal classified boards and to elect all directors annually.

STATEMENT OF THE BOARD OF DIRECTORS RECOMMENDING A VOTE AGAINST THIS STOCKHOLDER PROPOSAL

The Board’s Nominating and Corporate Governance Committee regularly reviews the appropriate structure and composition of the Board and is committed to evaluate the classified structure with the intent to implement, contingent upon the Board’s review, a declassified board in the future. The Committee and Board will be thoughtful in their evaluations of Board structure and governance, consider input from all stockholders and the Board will share relevant changes to Board structure and governance with our stockholders as deemed appropriate.

However, especially in light of the Company’s unique circumstances, proper review must be undertaken to study the procedures required in accordance with rules and guidance from the SEC, Delaware law and the Company’s charter documents and other binding agreements. The Company is committed to beginning the process of undertaking such steps, but cannot support the stockholder proposal as submitted.

Accordingly, the Board of Directors recommends a vote AGAINST this stockholder proposal.