Tag: proxy

Proxy!

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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.

40 Days

tpltblogger3 Comments

At the time of this writing, TPL is well inside the 40 days required for electronic proxy notification. This is not a violation of rule, however, as the company can opt to print and deliver all materials (“full set”) within a more narrow deadline.

Put the printer’s bill on the expense line I guess.

https://dart.deloitte.com/USDART/home/accounting/sec/sec-material-supplement/small-entity-compliance-guides/shareholder-choice-regarding-internet-availability-proxy

2021 Proxy Statement

tpltblogger4 Comments

https://ir.stockpr.com/tpltrust/sec-filings-email/content/0001104659-21-122327/tm2129101d1_def14a.htm

One accounting firm, three board members, and four (4) comp proposals.

The proposals in the prior post didn’t make the cut. I suspect HQ will be up to their eyeballs in proposals next summer.

“The maximum aggregate number of shares of common stock that may be issued under the 2021 Plan is 75,000 shares, all of which can be issued pursuant to the exercise of incentive stock options.”

List Sharing

tpltblogger2 Comments

I’m told that communication from BLUE to sub-unit holders has occured.  Any calls from WHITE yet?

The last we heard about the sharing of the non-objecting beneficial owners list was in this letter from Trust counsel.

The Trust will provide to you a list containing the names of each holder of Certificates and the amount of Certificates registered in the name of each such holder as of the close of business on March 28, 2019 as required by Section Fourth of the Declaration of Trust, solely for the purposes specified in the Letter. This list is enclosed herein as Exhibit A.

As for the remaining materials you requested, the Trust is willing to provide such materials, provided that the Trust has the legal authority to share such information. As you will understand, the Trustees cannot share the private contact information of thousands of individual holders without their consent unless there is a legal authority to do so. In your Letter, you reference “common law” as the sole basis for your request. We assume your legal counsel has conducted extensive legal research in support of your claim and, in order to expedite your request and reduce costs for the Trust, please provide us with legal authority, such as case law or treatises, applicable to the Trust. We look forward to hearing from you on this.

Alternatively, we would like to point you to Rule 14a-7 under Regulation 14A promulgated under Section 14 of the Securities Exchange Act of 1934, as amended, which requires the Trust to mail any and all materials of yours upon your request. Please let us know should you be interested in submitting a demand under Rule 14a-7. We would promptly comply with any such demand.

So it appears as if WHITE got holder names but not contact info.

I’m no lawyer but it looks like courts have decided in the past that ALL shareholder NOBO information is elegible to be shared.  Again, I have no idea about the exact set of laws (NY? Texas?) to which the Trust is subject.  That said, there is precident for Deleware C Corps being compelled to share.  It appears to be common practice to request this information in proxy fights.

The Nevada Supreme Court has not ruled on this topic. Several cases from Delaware, however, are instructive. In Shamrock Assoc’s. v. Texas American Energy Corp., 517 A.2d 658 (Del.Ch.1986) the plaintiff had begun a proxy fight against the defendant’s incumbent management. In so doing, the plaintiff made a demand for the stock ledger, and also demanded access to the NOBO list which the corporation had acquired to contact its shareholders. The defendant refused to deliver the NOBO list, claiming among other things that Delaware law only required delivery of the stock ledger, and that any other material, such as a NOBO list, was merely ancillary, and need not be produced.

The Delaware court rejected this argument. In interpreting the relevant section of the Delaware Code, the court found it had repeatedly recognized that “the stock-list materials provided to a shareholder should include all of those forms of shareholder data readily available to the corporation.” Id., at 661. If the corporation were allowed to shield the names of the actual owners of the corporation from other shareholders, the court found, it would have an unfair advantage in the proxy solicitation battle. Id. (citing Hatleigh, supra, pg. 1146, at 354-55). By requiring the corporation to divulge all of the shareholder information in its possession, the court concluded that the goal of fairness in proxy solicitation would be effectuated. Therefore, the court ordered that the defendant allow the plaintiff access to any NOBO list which the corporation might have acquired in the course of proxy solicitation. In addition, the court impliedly held that the plaintiff would be allowed access to all other forms of ancillary shareholder information used by the corporation to contact its shareholders, such as Cede & Co. breakdowns and magnetic tapes. Id; see also Scott v. Multi-Amp Corp., 386 F. Supp. 44, 51 (D.N.J.1974); Hatleigh, supra, pg. 1146.

Based upon the preceding authority, it appears that Bryson is entitled to inspect all materials which Cenergy uses regularly to communicate with its shareholders. This would include the NOBO list, as well as any Cede & Co. breakdowns and computer records which Cenergy has in its possession. Cenergy argues, however, that the Court cannot read the Nevada statute as to allow this broader type of inspection rights, for the Nevada Supreme Court has given this statute a very narrow construction. In that the state’s highest court has narrowly construed the inspection *1148 rights, Cenergy argues that this Court must similarly construe them.

 

 

Two Cards, One Vote

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***Warning: I’m not a lawyer or a proxy expert.  Below are my conclusions based on research of similar cases.  I take no responsibility for your vote or the outcome.  Below is my opinion only.  I just write a blog.***

TL;DR:

We’re all going to get two proxy cards in either physical or electronic form (or both).  You do not need to vote both cards.

Vote only one card.

If you have a candidate that you prefer, I strongly suggest you specifically vote FOR that person using the card explicitly naming that person in the ballot question.

White = Oliver.  Blue = Cook.

An AGAINST vote for Oliver is not a FOR vote for Cook.  An AGAINST vote for Cook is not a FOR vote for Oliver.

It is my belief that the candidate with the most FORs win*. AGAINSTs are essentially non-votes and don’t contribute to the denominator of the tally*.

*My conclusion.  Could be wrong.

Any help in nailing this down definitively would be appreciated!  Also, feedback on my logic (or lack there of) is welcome.  Let’s get this right. 

Two Cards:

You will get two cards electronically or via mail.  I’ve personally received both via Fidelity.com (who uses proxyvote.com) but only one physical card (White) via snail mail.  I expect the physical Blue card will arrive at home in the coming few days.

The BLUE card is a solicitation to vote FOR or AGAINST General Cook.  The physical card received in the mail will be blue.  Electronic voting and the physical card will both have the language immediately below. blue

The WHITE card is a solicitation to vote FOR or AGAINST Eric Oliver.  The physical card received in the mail will be white.  Electronic voting and the physical card will both have the language immediately below. white

One Vote:

This PDF written by Fried Frank is a treasure for getting into the nitty gritty on proxy battles.  The following language on page 8 is relevant to our situation:

In the course of a proxy contest, investors may receive multiple proxy cards from each side, and may, intentionally or inadvertently, submit more than one proxy card. The latest dated proxy card revokes any prior proxy.

I take this to mean that your latest vote nullifies and earlier votes.  For instance, if you voted the WHITE card FOR Eric Oliver yesterday and then vote BLUE card AGAINST General Cook tomorrow, your second vote is the ultimately the one that counts.  In that instance, your counted vote would be a vote AGAINST General Cook which isn’t the same as a vote FOR Eric Oliver.  The reverse is also true.

It appears to me as if AGAINST votes are non-votes and effectively function the same as the ABSTAIN option.

To be safe, I suggest you ignore the card of the candidate you oppose.

What Now?:

If you are unsatisfied with your vote (for instance: you made an AGAINST vote instead of a FOR vote), I suggest you clear your current vote online (I can do this on Fidelity.com/proxyvote.com) or call your brokerage and have them assist you with clearing your vote.  After your vote is clear, find the FOR card that you support (White = Oliver, Blue = Cook) and vote FOR.

If you’ve responded via physical mail and want to amend your vote, contact your brokerage to have them assist you in doing so.

Of course, if the card you didn’t vote is the FOR card for the candidate you prefer, you can simply vote that card as FOR.  It will override your prior vote (assuming the plumbing works as expected).

Supporting Evidence and Miscellaneous:

If you inadvertently voted to support the current board with the White Proxy Card, it is not too late to change your vote. Simply vote for the Blue Proxy Card. The most recent vote sent before voting closes will be the only vote that counts.

  • Barron’s writes on the state of proxy voting.  Votes via brokerage houses get rolled down to the owner and then get rolled back up in a fairly ugly way.  This makes the case for voting once and doing so as directly and simply as you can (FOR).

For an annual meeting vote, DTC/Cede identifies the bank-broker participants that hold the stock as of the record date and sends them an omnibus proxy. Participants, in turn, send a proxy or a voting instruction form (VIF) to their own clients, such as institutions, individual investors, or respondent banks, which have accounts with a participant bank.

Cascades of proxies can follow. Respondent banks may have their own clients, which may include still other banks with shareholder clients. All will send out proxies or VIFs to their clients. As votes are cast, the proxies and VIFs reverse course, heading back up the chain until they reach the tabulator of the vote. This can be done by mail, email, or telephone, depending on the participant, the shareholder, and the third parties involved.

SoftVest Appeals to Better Judgement

tpltblogger1 Comment

SoftVest, L.P., Horizon Kinetics LLC, and ART-FGT Family Partners Issue Open Letter to Trustees of Texas Pacific Land Trust

SoftVest calls for an end to the proxy battle more than a few times in this open letter.

In fact, only yesterday Robert Packer, TPL’s Chief Financial Officer, e-mailed Kline D. Oliver, Vice-President of SoftVest Advisors LLC, requesting an updated list of drilled, completed and permitted wells on TPL non-participating royalty interest property that Mr. Oliver maintains based on his dedicated ongoing research.  Mr. Oliver provided the list to Mr. Packer this morning, even after being the target of a distasteful attack letter issued by you before the open of the market.

As we trust you know, Mr. Oliver has shared similar information in the past with TPL’s management at their request and at no cost – despite TPL’s offer to pay for such work.   

We see no reason why the Trustees cannot have a collaborative relationship with Mr. Oliver, much like TPL’s management has had and continues to have with him.  Mr. Oliver is, among other things, a source of deep expertise and knowledge about TPL and the industry which in our view will immensely enrich the Board.

It is time to put this proxy contest behind us: we call on you two Trustees to nominate Mr. Oliver, and avoid disrupting what has historically been a productive working relationship between him and TPL’s management.

 

However, one of the unescapable consequences of having a charter from the 19th century that limits your governing body to only three individuals is that each of them must bring core areas of competency needed for the success of TPL

 

Ultimately, we encourage you to put an end to this unnecessary and wasteful proxy contest. We ask that you endorse the nomination of Eric Oliver at the upcoming special meeting and allow him to work collaboratively with you both of you to create a better TPL.  The three of you can bring TPL into the 21st century, and transform our joint investment into a modern corporation with an expanded Board with modern fiduciary duties to all shareholders that can include honorable men like General Cook as part of a broader mosaic of skillsets.

If you insist on continuing this unnecessary proxy contest then at a minimum let’s have a town hall meeting where both nominees will have an opportunity to present their respective ideas to TPL’s shareholders, which we think would benefit all shareholders.

It is time for all of us to start working together for the good of TPL.

Proxy Vote Posted at Fidelity.com

tpltblogger2 Comments

I’m assuming it’s up at other brokerages or will be soon.

At Fidelity.com, one has to login and then select “statements” from the All Accounts menu at the top.  From there, click “proxy materials”.  Once you vote there is an option to get a confirmation sent to your email.

Posted deadline is May 21, 2019 11:59 Eastern

f1

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Notice the “OPPOSITION RECOMMENDATION: FOR” line.  I haven’t voted yet.  That was pre-populated by Fidelity or proxyvote.com.

My experience says to take your time when clicking.  The system takes 20+ seconds to move on to the next screen.  Click once and wait for the screen to update.

Note that there is a blue hyperlink in the top left of the voting screen that will allow you to vote in person.  If you select that option a Legal Proxy will be generated for you to carry to the meeting.

SoftVest Request Holders List

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EDGAR: Request to Inspect and Copy Certain Records

Yesterday, a reader of the blog indicated that they received a call from ‘TPL’ to discuss the proxy and presumably sell BLUE.  Team WHITE is requesting the list so that they may do the same.

Anyone else get a call yet?

I am writing to formally request that you make available for inspection and copying to me and my representatives, during TPL’s usual business hours, the list of certificate holders of TPL showing the name, address, email address (if available), and number of Shares registered in the name of each such holder as of the close of business on March 28, 2019, which is the record date for the upcoming special meeting of holders of Shares currently scheduled for May 22, 2019 (the “Special Meeting”). I make this request pursuant to the express terms of Section Fourth of the Declaration of Trust of TPL and common law.
Further, on the same basis, I hereby request that you make available for inspection and copying a copy of the Depository Trust Company Omnibus Proxy, omnibus proxies from banks and brokerage firms and the list of non-objecting beneficial owners of Shares that TPL has recently requested from Broadridge Financial Solutions, Inc. As you know, such “NOBO” list includes the names of beneficial owners of Shares who hold through brokers and other custodians that have given permission to their financial intermediary to release their identity. TPL management obviously intends to use such information to solicit proxies from holders of Shares in connection with the Special Meeting. From a corporate governance perspective, we assume you recognize how important it is for TPL investors that SoftVest not be denied the same ability to make its case that management enjoys.

White Proxy Finalized

tpltblogger4 Comments

SoftVest 14A

All SEC Filings

Overall very little change (that I can see) from the preliminary proxy materials filed on 4/5.

One add:

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting — This Proxy Statement and our WHITE proxy card are available at: www.ViewMaterial.com/TPL

 

The following, to me, is the most important part of the filing:

We are soliciting your support to elect Mr. Oliver at the Special Meeting because we expect that he, as a trustee and subject to his duties as such, will encourage the other trustees and the Trust to (1) explore the Conversion, as well as any other opportunities available to maximize value for holders of Shares and (2) be more transparent and frequent on updates to holders of Shares (e.g., drilling updates, drilled and uncompleted well updates, water production, water injection volumes, and engineering reports). In that regard, we understand that if elected Mr. Oliver will be only one of three trustees, such that effecting any of the foregoing will require the agreement of one or both of the other trustees.

Trust Who? New Proxy Statement from TPL

tpltblogger7 Comments

WTF is going on in Dallas?  A 4 star General at the buzzer?  Tony Romo throwing one deep in the end zone with seconds on the clock I guess.

BLUE Proxy

All Filings

General Donald Cook

New campaign website from management:  www.TrustTPL.com

#TrustTPL has been coined in the website.

May you live in interesting times.

 

Texas Pacific Land Trust Files Definitive Proxy Statement to Elect Four-Star General Donald G. Cook as Trustee

Urges Shareholders to Vote for General Cook Using the BLUE Proxy Card

Launches Campaign Website www.TrustTPL.com

Business Wire

DALLAS DALLAS — April 8, 2019

Texas Pacific Land Trust (NYSE:TPL) (the “Trust”) today filed its definitive proxy statement with the U.S. Securities and Exchange Commission (“SEC”) in support of the election of its highly-qualified nominee, retired Four-Star U.S. Air Force General Donald “Don” G. Cook, as Trustee. All votes must be received prior to the closing of polls at the Special Meeting of the shareholders scheduled for May 22, 2019. The Trust’s proxy statement will be mailed to all shareholders, along with the Trust’s BLUE proxy card.

“General Cook has the right experience, knowledge and judgment to help us continue to successfully execute the Trust’s core strategy and evaluate changes to the Trust’s corporate governance,” said Trustee David E. Barry. “We are proud and grateful that General Cook has accepted our nomination. In addition to his extensive public company board and corporate governance experience, shareholders will benefit from his decades of distinguished leadership, including service in numerous command and high-level staff assignments in the U.S. Air Force prior to his retirement in 2005 as a four-star general.”

General Cook was selected by the Trustees following a thorough review of over 15 candidates identified by outside advisors, including Spencer Stuart, one of the world’s leading global executive and board director search firms. Following the Trust’s previous nomination of another candidate with extensive commercial real estate experience to supplement the existing oil & gas expertise, the Trustees have listened to the views of shareholders who expressed a desire for a candidate with deep public company corporate governance experience. In response to shareholders’ feedback, the Trustees have decided to nominate the highly decorated General Cook. General Cook has had extensive experience on multiple public company boards in a range of committee roles, including on the board of Crane Corporation (where he chairs the nominating and governance committee) and on the board of Burlington Northern Santa Fe Railroad prior to its acquisition by Berkshire Hathaway in a $44 billion transaction. General Cook has also been the Chairman of the San Antonio chapter of the National Association of Corporate Directors (NACD), a group recognized as the authority on leading boardroom practices.

Separately, a group of dissident shareholders has nominated an alternative candidate as Trustee, Mr. Eric Oliver. Prior to nominating General Cook, the Trustees reached out to the dissident group several times and offered to find a mutually acceptable candidate to avoid a costly and distracting proxy contest. Unfortunately, the dissident group declined the Trust’s offer and responded on Saturday that “Eric [Oliver] is the only nominee that Horizon, ART-FGT and SoftVest will vote for.”

Trustee John R. Norris III said, “We appreciate the feedback of our shareholders and have taken their valued input into consideration in identifying General Cook as our nominee. While we have sought to resolve this contest, the dissident group has refused to come to the table and was not even interested in learning the names of potential compromise candidates.”

In connection with the election, the Trust today launched www.TrustTPL.com, a new website dedicated to support the election of General Cook. The site is part of the Trust’s effort to ensure investors have accurate information about why General Cook is the clear choice as Trustee. The website will be updated regularly in response to new developments. The Trust encourages all of its shareholders to review the information available on the website, which also provides information on how shareholders can vote their shares.

Shareholder will receive the Trust’s proxy statement along with a BLUE proxy card in the upcoming days. Shareholders are encouraged to discard any white proxy card distributed by the dissident group. Shareholders with any questions should contact the Trust’s proxy solicitors, MacKenzie Partners at (800) 322-2885 (toll free in the U.S.) or (212) 929-5500. You can also email questions to proxy@mackenziepartners.com.

Stifel is acting as financial advisor, Sidley Austin LLP is acting as legal counsel and MacKenzie Partners is acting as proxy solicitor to the Trust.

About General Donald G. “Don” Cook

General Don Cook, 72, is a retired four-star General of the United States Air Force. General Cook brings to TPL exemplary leadership and corporate governance skills.

General Cook currently serves on the board of Crane Corporation (since 2005), where he chairs the nominating and governance committee and is a member of the compensation and the executive committee, and of Cybernance, Inc. (since 2016). General Cook previously served on the boards of USAA Federal Savings Bank (from 2007 until 2018), U.S. Security Associates Inc., a Goldman Sachs portfolio company (from 2011 to 2018), and Hawker Beechcraft Inc. from (2007 to 2014). Moreover, General Cook served on the board of Burlington Northern Santa Fe Railroad for almost five years until it was sold to Berkshire Hathaway in 2010 in a transaction valued at $44 billion. He also consults for Lockheed Martin Corporation. In addition to his extensive corporate governance experience, General Cook has been the Chairman of the San Antonio chapter of the National Association of Corporate Directors (NACD), a group recognized as the authority on leading boardroom practices.

General Cook had numerous additional command and high-level staff assignments during his 36-year career with the Air Force and retired as a four-star General. He commanded the 20th Air Force (the nation’s nuclear Intercontinental Ballistic Missile force), two space wings, a flying training wing and Air Combat Command during Sept. 11. General Cook served as the Chief of the Senate Liaison Office and on the staff of the House Armed Services Committee in the U.S. House of Representatives. Prior to his retirement from the Air Force in August 2005, General Cook’s culminating assignment was Commander, Air Education and Training Command at Randolph Air Force Base in Texas, where he was responsible for executing the $8 billion annual budget and providing for the leadership, welfare and oversight of 90,000 military and civilian personnel in the command. He was twice awarded the Distinguished Service Medal for exceptional leadership.

General Cook holds a master of business administration (MBA) from Southern Illinois University, as well as a bachelor’s degree from Michigan State University. He is active with several civic organizations in the San Antonio, Texas, community.

About Texas Pacific Land Trust

Texas Pacific Land Trust is one of the largest landowners in the State of Texas with approximately 900,000 acres of land in West Texas. Texas Pacific was organized under a Declaration of Trust to receive and hold title to extensive tracts of land in the State of Texas, previously the property of the Texas and Pacific Railway Company, and to issue transferable Certificates of Proprietary Interest pro rata to the holders of certain debt securities of the Texas and Pacific Railway Company. Texas Pacific’s trustees are empowered under the Declaration of Trust to manage the lands with all the powers of an absolute owner.

Additional Information and Where to Find It

Texas Pacific has filed its definitive proxy statement on Schedule 14A and form of BLUE proxy card with the SEC in connection with the solicitation of proxies for the Special Meeting. Texas Pacific, its trustees and its executive officers are participants in the solicitation of proxies from holders of Texas Pacific sub-share certificates in connection with the matters to be considered at the Trust’s upcoming Special Meeting. Information regarding the names of the Trustees and executive officers and their respective interests in the Trust by security holdings or otherwise is set forth in the Texas Pacific’s definitive proxy statement. HOLDERS OF TEXAS PACIFIC SUB-SHARE CERTIFICATES ARE STRONGLY ENCOURAGED TO READ THE DEFINITIVE PROXY STATEMENT AND BLUE PROXY CARD AS THEY CONTAIN IMPORTANT INFORMATION. A free copy of the Texas Pacific’s definitive proxy statement and other relevant documents that Texas Pacific files with the SEC may be obtained through the SEC’s website at www.sec.gov or at Texas Pacific’s website at www.tpltrust.com as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC.

Forward-Looking Statements

This press release may contain statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this press release, other than statements of historical fact, are “forward-looking statements” for purposes of these provisions, including statements regarding Texas Pacific’s future operations and prospects, the markets for real estate in the areas in which Texas Pacific owns real estate, applicable zoning regulations, the markets for oil and gas, production limits on prorated oil and gas wells authorized by the Railroad Commission of Texas, expected competitions, management’s intent, beliefs or current expectations with respect to Texas Pacific’s future financial performance and other matters. Texas Pacific cautions readers that various factors could cause its actual financial and operational results to differ materially from those indicated by forward-looking statements made from time-to-time in news releases, reports, proxy statements and other written communications, as well as oral statements made from time to time by representatives of Texas Pacific. The following factors, as well as any other cautionary language included in this press release, provide examples of risks, uncertainties and events beyond our control that may cause Texas Pacific’s actual results to differ materially from the expectations Texas Pacific describes in such forward-looking statements: global economic conditions; market prices of oil and gas; the demand for water services by operators in the Permian Basin; the impact of government regulation; the impact of competition; the continued service of key management personnel; and other risks and uncertainties disclosed in Texas Pacific’s annual reports on Form 10-K and quarterly reports on Form 10-Q. We undertake no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events or other factors that affect the subject of these statements, except where we are expressly required to do so by law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20190408005408/en/

Contact:Media:
Abernathy MacGregor
Sydney Isaacs
(713) 343-0427
sri@abmac.com

Investor Relations:
MacKenzie Partners
Paul Schulman / David Whissel
(212) 929-5500 or (800) 322-2885
pschulman@mackenziepartners.com

-0- Apr/08/2019 11:22 GMT

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Updated Again

tpltblogger

PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION, DATED APRIL 5, 2019

Last one was updated on 4/4.  This is one day later.

Some changes/updates:

We do note that if the Trust were to hold annual elections of the entire Board, a party may have the ability to effect a change in control of the Trust at an annual meeting.

On water:

Mr. Oliver is not pre-judging any such approach, and believes each such option needs to be fully evaluated with proper outside consultants, in order to maximize value for holders of Shares.

Timeline update.  MLP idea is out due to new corp tax rate:

In 2016, SoftVest LP and ART-FGT suggested that the Trust actively consider converting some or all of its operations into a master limited partnership. This suggestion was driven by the belief that such structure could potentially result in increased distributions to investors due to the pass-through taxation treatment available to master limited partnerships. Written outlines of this alternative were delivered to the Trust on or about June 29, 2016 and October 25, 2016.

On or about December 15, 2016 SoftVest LP and ART-FGT submitted a further restructuring suggestion, which contemplated converting the Trust into a corporation and, thereafter, possibly into a master limited partnership.

Given various changes to US tax laws effected since 2016, including lower corporate tax rates, the Participants at this time are not suggesting that the Trust effect a conversion into a master limited partnership.

M&A possibilities:

On or about November 28, 2018, Mr. Tessler called Mr. Barry to convey that he had become aware that a certain oil and gas company (“Company A”) may be interested in discussing a possible negotiated business combination transaction with the Trust.

On or about January 22, 2019, Mr. Tessler sent an email to Mr. Barry regarding a potential business combination transaction with an oil and gas company (“Company B”), which is affiliated with Company A.

Mr. Oliver, if elected trustee, is committed to being open to any transaction that may create value for Trust investors, but he will only advocate for transactions that he believes will be in the best interest of Trust investors. At this time, Mr. Oliver and the other Participants do not have enough information to determine whether a transaction with Company A, Company B or another third party, if any of these is available, will be in the best interests of Trust investors.