Management Purchase Deadline

Deadline for CEO and CFO required stock purchases is today though managment might be in “blackout” given the pending conversion.

Trustees + management own 1,300 shares or $625k in market value combined. Not a whole lot of skin in the game.

Cash Bonus. During the Employment Term, Employee shall be eligible for an annual cash bonus of up to 300% of the Base Salary for the same year (the “Cash Bonus”) as determined in accordance with reasonable and customary performance metrics to be developed annually by the Trustees in consultation with the Employee, but subject to the ultimate decision of the Trustees. With respect to the calendar year 2019 only, the Cash Bonus shall be determined as set forth in Exhibit A. The Cash Bonus, if any, shall be paid no later than March 15th of the year following the year in which the Bonus is earned (i.e., March 15, 2020 for the Cash Bonus earned in 2019), provided, however, that except as set forth in Sections 5 and 6 of this Agreement, Employee shall be eligible for the Cash Bonus for a year only to the extent he continued to be employed by the Trust through the end of that year; and provided further, that, until such time as Employee becomes eligible to participate in an equity compensation plan established by the Trust, Employee shall use no less than twenty-five percent (25%) of the value of the Cash Bonus (net of estimated taxes) to purchase shares of the Trust’s common stock; such purchase shall be completed no later than six (6) months after payment of the Cash Bonus has been completed unless, at that time Employee is in possession of material non-public information in which event the purchase shall occur as soon as practically available in accordance with Federal securities laws. The Trust’s exercise of its decision not to renew this Agreement voluntarily pursuant to the terms of Section 3 shall not affect Employee’s right to receive any calendar year bonus that has already accrued and remains to be paid. Further, the requirement upon Employee to use any portion of a Cash Bonus to purchase shares of the Trust’s common stock shall not apply in any situation where a Section 5 notice of termination has been issued

Updated Letter on Vote Games

Investor Group Reports On Latest Efforts By Trustees Of Texas Pacific Land Trust To Interfere With Shareholder Democracy

This link works.

Highlighting below is not mine.

To the TPL Trustees:

As you know, many brokers that hold TPL shares on behalf of beneficial owners outsource the function of distributing proxy materials and tabulating votes to a company called Broadridge Financial Solutions, Inc. (“Broadridge”).  Many TPL shareholders have returned their white voting instruction forms to Broadridge, which would ordinarily aggregate all the votes cast for Eric Oliver and deliver to us an official vote and proxy that we can bring with us to the special meeting on Wednesday, May 22, 2019.

We were recently advised that you and your advisors have instructed and demanded that Broadridge not issue to us an official vote and proxy in advance of the special meeting that will convene this Wednesday.  According to your instructions, Broadridge will not deliver to us an official vote and proxy until June 6, 2019.  In our view, this is simply unacceptable and unprecedented.

As we have previously stated, we believe that without a shareholder vote on May 22 you do not have the right or authority to adjourn, postpone or in any way delay the shareholder meeting you previously called to vote on the election of TPL’s third trustee.

The impact of your behind-the-scenes machinations at Broadridge are clear:  you are attempting to unilaterally disenfranchise every single TPL shareholder that has cast a vote for Eric Oliver through a Broadridge white voting instruction form, including tampering with the authority shareholders have legally granted to us to oppose any adjournment or delay effort.

Of course, as you know, even if Broadridge does not issue us a signed vote, we will know (through the daily reports received from Broadridge and other official records) exactly how many shares voted in favor of Eric Oliver as of the time shareholders convene on Wednesday.

We demand that you immediately instruct Broadridge to issue to us an official vote and proxy for votes cast so that we can bring it with us on May 22, 2019.  In your efforts to maintain your lifetime appointment as trustees, we believe you have gone yet another step too far going into dangerous territory by tampering with the integrity of the corporate voting system.  We encourage you to reconsider your actions in this regard.

Shareholders Deserve to be Heard at an Orderly May 22, 2019 Special Meeting

As we have previously disclosed, we intend to attend the May 22, 2019 meeting in person and oppose any efforts seeking to adjourn or otherwise delay a vote on the election of the third trustee.  We also intend to exercise our right as shareholders to otherwise address those present at the meeting.  Given the steps you have taken at Broadridge to continue to thwart the voice of shareholders, we now believe that you and your advisors are prepared to stop at nothing to impede the process of bringing the third trustee matter to a shareholder vote.

We are deeply concerned that you and your agents may go to even greater lengths to concoct an excuse to interrupt or disrupt the special meeting on May 22, 2019.  We hope the trustees put the gamesmanship aside and let the shareholders’ voice be heard.

We request that before this coming Wednesday you publicly disclose to shareholders all the steps you and your counsel (at whose offices the meeting will occur) have taken or will take to consider and provide for all potential “eventualities.”  For example, we expect you to disclose any written and oral instructions given to security personnel, including as to how they should handle disruptive shareholders and controversies, if any were to emerge, the number of in-person attendees you currently anticipate at the meeting, and the proactive steps you have taken to handle the need for any overflow at the meeting.

We look forward to promptly hearing from you.


SoftVest, L.P., Horizon Kinetics LLC and ART-FGT Family Partners

cc: Peter R. Gleason
President and CEO
National Association of Corporate Directors
1515 N. Courthouse Road, Suite 1200
Arlington, VA 22201