SEC Says Maybe

We have some updates on outstanding shareholder proposals via the SEC No-Action Chart.

First, it appears as if the SEC has sided on behalf of TPL in concurring that there is basis to exclude the proposals of Special Opportunities Fund, Inc and Robert Zaccheo, Jr. 

BUT, there is some light for the Declassify-the-Board proposal of Gabriel Gliksberg. The SEC chart indicates there is a revision that could be undertaken that would, in their eyes, make the proposal ineligible for exclusion.  

ATG/Gliksberg took to Twitter to elaborate by posting the full reply from the SEC. The letter, dated 11/23, states that Gliksberg can cure the one basis for exclusion found by the SEC by modifying some language in the proposal that would allow for elected directors to not have their terms shortened should the proposal be successful. Gliksberg has a week to act.  

I don’t remember electing any directors, but that’s beside the point.  

Let’s say Gliksberg modifies the language. That gets us to 11/30. From there, the proposal gets into the new updated proxy which then goes right to the printer. Maybe it arrives in your mailbox in the second week of December? 

Come for the investment. Stay for the show. Never a dull moment.

But seriously, Happy Thanksgiving! We have much to be thankful for. (Including my poor grammar). 

They have to include it, right? 

Public Call for Declassification

In light of the above, TPL’s current Board structure is clearly out-of-step with corporate governance best practices and the consensus policies of the public company community. What is more, the Board’s resistance to modernizing its structure by declassifying is both unexplained and, frankly, inexplicable. If the Board honestly believes as faithful corporate fiduciaries that there are good reasons for retaining its antiquated classification scheme, then one would have expected it to invite a vigorous debate with its shareholders on the question at the upcoming Annual Meeting.

Hard to argue with a call for modern governance.

Why does it have to come to this? Elliot just got two seats on DUK’s board with 0.2% ownership but we can’t vote on proposals from passionate, long term shareholders? Something isn’t right.

When will the board align itself with shareholders?

New Proposal – Declassify the Board

First, an update on two proposals of which we are aware:

Update on proposal of Special Opportunities Fund, LLC

Update on proposal of Robert J. Zaccheo, Jr

To no one’s surprise, management is pushing back on both. TPL’s team has branded both as “micromanaging”. The authors of both proposals have responded to TPL’s response. Now we wait.

Now, to the newest proposal:

Proposal of Gabriel Gliksberg

It is hard to argue against modern corporate governance standings but, predictably, TPL has found a way. Would suggest that shareholders read this proposal and management’s response in its entirety.


At this point it is fair to say that TPL management holds the shareholders in very low regard. We appear to have an HBS-case-magnitude agency problem on our hands. I will respond in turn and vote no or abstain on all director and currently known proposal votes.

If you would like to follow along at home, the SEC search page is a handy tool. As are the No-Action Response List, the No-Action Response Chart, and the Incoming No-Action Response List.

SEC is “Unable to Concur”

The link above will take you to a list of “shareholder proposal no action responses” from the SEC.  The SEC issues these responses after a company has contacted the Commission with a request to validate their reasoning for excluding a shareholder proposal in its proximity materials.

TPL management appears to have contacted the SEC in regards to two seperate proposals

Proposal of Robert J. Zaccheo, Jr 

Proposal of Special Opportunities Fund, Inc 

In both instances, TPL management claims that the proposals were received late and aren’t eligible for inclusion.  In both instances, the SEC states that it is “unable to concur” that the grounds claimed for exclusion are legitimate.

Only a court can truly decide whether the exclusion of a proposal is legitimate so be sure scout the materials to see if the proposals above made the cut.

At the very least, this is a sneak peak into the things that shareholders care about, namely a contination of TPL’s historic legacy of share repurchases and high profit margins.