Deliberate in Secret

A far more important issue, though, is that the rules of the Charter you constructed require, among other philosophically interesting conditions, that the Committee members deliberate this topic in secret. Nor may they release any information, even after the conclusion of the Committee’s work, without your approval. Yet, that is contrary to the well and universally accepted principles of responsible and ethical corporate governance.

Sounds like the HK rep was being invited to a mob hit.

The Fine Print

Two items brought up by readers in the past 24 hours:

#1: White card lays down a footnote to make clear their opinion on where the vote stands.  We start with an excerpt from the letter that Barry and Norris sent to HK and Tessler:

While we were pleased to receive the recommendation from ISS yesterday, we understand that this will remain a close election.1

Here is the corresponding footnote.

1         SoftVest, L.P., Horizon Kinetics LLC and ART-FGT Family Partners disagree with this statement.


#2:  The following two statements can be found in the recently published 10-Q.  The two, when read together, indicate that the Trust didn’t repurchase any shares in all of April.  A few possibilities come to mind: 1) the Trust is somehow restricted on the stock due to the pending vote, 2) the Trust is dedicating marginal cash to PP&E, or 3) Trust management is avoiding further concentrating the ownership stakes of those that they consider dissidents.  Must be a pretty big deal to deviate from a capital return strategy that is decades/centuries in the making and we know the balance sheet is anything but cash poor.

Sub-share Certificates in Certificates of Proprietary Interest, par value $.03 1/3 each; outstanding 7,756,156 and 7,762,414 Sub-share Certificates as of March 31, 2019 and December 31, 2018, respectively

As of April 30, 2019, the Registrant had 7,756,156 Sub-share Certificates outstanding.

Hostage Situation: Day 1

Meeting postponed.

It’s ironic that the General, who bills himself as a pro-governance candidate, is allowing himself to be party to all of this.

“We have heard very clearly from shareholders their desire for the Trust to provide greater transparency,” said Trustee David E. Barry. “In that light, we believe it is especially important for all shareholders to have the opportunity to fully review the Proxy Supplement.”