24 Hours – VOTE

Inside 24 hours now. As of this writing, I still haven’t received my proxy materials via USPS. Unconscionable. But what else should we expect?

Now is the time to vote. To do so, you have to call MacKenzie Partners at 800-322-2885. They will look up your shares and allow you to cast your vote.

Don’t wait for paper copies or an email from your broker. Neither are coming! Take that as the insult that it is.

Meeting Goes Virtual


DALLAS (December 23, 2021) – Texas Pacific Land Corporation (NYSE: TPL) (“TPL Corporation” or the “Company”) today announced that in light of the recent surge in COVID-19 cases associated with the Omicron variant of the virus, the Company will hold its upcoming Annual Meeting (the “Annual Meeting”) in an entirely virtual format. The Annual Meeting is scheduled to be held on December 29, 2021, at 2:00 p.m. Central time.

A live audio and video of the Annual Meeting will be transmitted via a virtual platform. Information about how to access the virtual meeting can be found in the Company’s revised proxy statement, which is available at SEC.gov. Stockholders will need to visit https://web.lumiagm.com/260628927 and enter the control number included in the Notice of Internet Availability or proxy card that they should receive by mail. Stockholders who access the Annual Meeting online will be able to watch and listen to the meeting and vote online.

Stockholders who wish to still vote their shares in person may do so at the Omni Dallas Hotel, 555 Lamar Street, Dallas, Texas 75202. A live audio and video feed will be available, but the meeting will not be held in person.

Stockholders who have questions or who need assistance in voting their shares or accessing the virtual platform should contact the Company’s proxy solicitor, MacKenzie Partners, at (212) 929-5500 or Toll-Free (800) 322-2885.

The Company intends to provide an opportunity for stockholders to meet in-person with members of the Board of Directors and management when it is safe to do so.

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

Injunction + Request for Immediate Seat

New court docs at HK site

See docs labeled 6/25.

Press Release

White card asks court for 1) immediate confirmation of Oliver as Trustee and 2) an injunction on Trustee activity in the absence of Oliver.

It is unclear to me why these two requests weren’t filed immediately post-election or along with the countersuit.  It looks like the time requested for trial (1yr from now) was cause to get moving.

Discovery sounds like it’s terrible so far.

I think a risk now is that the blue ribbon commission gets together and converts to a C-Corp very quickly and in doing so installs a very insular board. Maybe I’m crazy but (as we’ve seen) stranger things have happened.

From Press release.  Highlighting mine:

“In order to bring the Court case to a prompt resolution, the Investor Group has filed with the United States District Court for the Northern District of Texas a request for a declaratory judgment that (1) the vote at the May 22, 2019 special meeting was valid and Mr. Oliver has been duly elected a TPL Trustee, and (2) David Barry has never been duly elected a TPL Trustee, among other things.  To prevent any further abrogation of TPL shareholders’ rights in connection with the May 2019 election, the Investor Group has also requested that the Court issue a preliminary injunction prohibiting Mr. Barry and Mr. Norris from taking any action on TPL’s behalf without Mr. Oliver’s participation as a fully empowered Trustee.  The Investor Group has also requested that the Court schedule the hearing on their motion for August 5, 2019, or as soon thereafter as the Court is available. The Court filings are available here: https://horizonkinetics.com/tpl/.

“On June 14, 2019, Mr. Barry and Mr. Norris issued a press release stating they were “obliged to remind shareholders that the proxy solicitation is suspended while the litigation is pending.”  One week later, their counsel requested, in a Court filing, a trial on the merits of the lawsuit not commence until at least August 31, 2020.  These recent statements – in addition to the daunting discovery requests served last week by Incumbents’ counsel on the Investor Group, including Eric Oliver’s son and Allan Tessler’s two daughters – make clear TPL’s true motivations behind its lawsuit: (1) intimidate the Investor Group, (2) impose on over 15,000 shareholders at least a year-long delay, and (3) incur the costs of protracted litigation. All of these nefarious tactics were taken in an effort to dodge the shareholders’ election of Mr. Oliver as Trustee.  In the meantime, the Incumbents continue to illegally manage TPL without the necessary checks Mr. Oliver would bring as a duly elected Trustee.  All TPL shareholders should be aligned in asking TPL management to fully cooperate in the prompt resolution of these matters.”

From court docs on injunction:

Counterclaim Plaintiffs also respectfully move for the issuance of a preliminary injunction that:

1. Either (i) prohibits Counterclaim Defendants from taking any action on TPL’s behalf without Mr. Oliver’s participation as a fully empowered trustee; or (ii) prohibits Counterclaim Defendants from any further unauthorized postponement of the election by requiring the previously scheduled May 22, 2019 special meeting of shareholders be reconvened within five days of entry of the injunction to allow any additional votes to be cast and the official results be confirmed and announced by TPL via press release or securities filing; and

2. Prohibits Mr. Barry from directly or indirectly taking any action on TPL’s behalf until a new election can be held pursuant to the requirements of TPL’s Declaration of Trust.

As explained in the accompanying memorandum of law, the disputes between Incumbents and TPL’s shareholders are ripe for swift resolution by declaratory judgment because the key facts underlying the disputes are uncontroverted. In addition, all four relevant factors weigh in favor of the issuance of interim injunctive relief: Counterclaim Plaintiffs are substantially likely to prevail on the merits; they and other TPL shareholders will suffer irreparable harm if the preliminary injunction does not issue; the balance of harm weighs in their favor; and issuance of preliminary injunction will serve the public interest.