Vote is In

Investor Group Comments On Results Of Special Meeting Of Texas Pacific Land Trust

Out of the 7,756,156 shares outstanding on the record date, a total of 3,660,812 shares voted for the election of Eric Oliver(including shares voted through Broadridge).  We have been advised by Broadridge that a total of 1,994,267 shares were voted in favor of the election of General Donald Cook.  

Although TPL’s representatives present at the meeting noted that they did not recognize the validity of the special meeting, we hope and expect, in light of the overwhelming support in favor of the election of Eric Oliver, that David Barry and John Norris will welcome Eric Oliver as a fellow trustee and work with him collaboratively to create value for all shareholders.  It is time to move forward.

CNBC recap

5/22 Meeting Notes

Trustees not present

Oliver opened

Sidley Austin lawyer interrupted. Her position is that the meeting isn’t lawful

Motion was made to not adjourn. DF King (proxy agent) seconded

Live ballots being voted now

Many folks/ lawyers/ arguing about validity of meeting whilst votes being collected

Official vote count not disclosed yet

Craig Hodges just came out strong for change

Lots of folks yelling over each other

Oliver reads statement that I couldn’t hear well

Vote to be announced this afternoon

Meeting adjourned

Q&A next

Oliver speaking about the value of our asset

Oliver states that he has no conflict of interest with TPL and maintains it will stay that way

Oliver wants more clarity on water. Where did the $35mm in capex go? Many options to take on water but can’t fully comment until he sees the detail

Oliver wonders why the Trust has stopped repurchasing shares

Q: How will you work w other Trustees? Oliver says he will insist on corporate governance. Says skin in the game is needed

Oliver: let’s ride this wave and buy units back. Let’s not screw it up

Oliver: path to a corporation is the quickest and easiest way to modernize governance. C Corp will buy back shares if that it is the best use of capital. Will not issue shares

51 minutes in. Still going. Personal opinion here: Oliver doing a great job in inspiring confidence. We’ll be in good hands if he becomes trustee.

Sidley lawyer says they don’t believe there is a quorum

Group asks why Oliver hasn’t filled out questionnaire. Oliver recounts timeline about PY getting the nod before a questionnaire was provided to Oliver. It’s pretty clear the Questionnaire was a gotcha.

Q&A adjourned

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.

Sincerely,

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

Trustees Accused of Slowplaying Vote Count

Trustees and Their Advisors are Preventing Votes Cast Through Broadridge from Being Delivered to Investor Group

^^link may not be working.  Text below.  Will fix link when time allows.  

Highlighting below is mine.  I’m not surprised.  Anyone following this saga closely had to assume there would be some games played in vote tabulation and delivery.

Investors Look Forward to Special Meeting on May 22, 2019

PR Newswire

DALLAS, May 20, 2019

DALLAS, May 20, 2019 /PRNewswire/ — SoftVest, L.P., Horizon Kinetics LLC and ART-FGT Family Partners, which collectively beneficially own over 25% of the outstanding shares of Texas Pacific Land Trust (NYSE: TPL), issued today the following statement:

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.

Sincerely,

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

***

Important Information

SoftVest, L.P. has filed a definitive proxy statement with the United States Securities and Exchange Commission (SEC) in connection with the solicitation of proxies for a special meeting of holders of the sub-share certificates of proprietary interests for the election of a new trustee of TPL. Investors are strongly advised to read the proxy statement because it contains important information. Investors may obtain a free copy of the proxy statement from the SEC’s website at www.sec.gov, or by contacting D.F. King, SoftVest LP’s proxy solicitor, by phone (212-269-5550) or e-mail (TPL@dfking.com).

CisionView original content: http://www.prnewswire.com/news-releases/investor-group-reports-on-latest-efforts-by-trustees-of-texas-pacific-land-trust-to-interfere-with-shareholder-democracy-300852988.html

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

Move to Adjourn; Not So Fast

Parliamentary proceedure says that a majority vote is needed to adjourn a meeting after a motion is made to do so.

Blue has said they will open and close the 5/22 meeting with no business taking place but my research (grain of salt alert) says there needs to be majority vote to ajourn.

The White Card has ammended it’s proxy to allow for voting on behalf of the proxied shares it controls.

As such, it looks like White will oppose any motion to adjourn and will then move to hold the Trustee vote.

I didn’t fully understand the nuances when I first posted this.

It is my guess that the vote happens on 5/22.

If you’re local, you might consider getting over there to witness it in person.

In light of the foregoing, to the extent that a holder of Shares has returned or returns a WHITE proxy card that is signed, dated and either marked “FOR” the election of Eric Oliver or not marked with respect to the Trustee Proposal, the persons named as proxies on the WHITE proxy card will vote such proxies:
 
in opposition of any (1) proposal or motion presented at the Special Meeting by any person (including the Trustees) to adjourn the Special Meeting, or (2) other proposal or motion that may be submitted to a vote of the holders of Shares at the Special Meeting that has the effect of delaying holding a vote on the Trustee Proposal; and
in favor of any proposal or motion that may be presented at the Special Meeting to a vote of holders of Shares that facilitates the submission of the Trustee Proposal to a vote of holders of Shares on May 22, 2019.
 
We do not believe that the incumbent Trustees have the power under the Trust’s Declaration of Trust to unilaterally postpone or cancel the Special Meeting, as it has already been properly called and noticed. Such postponement or cancellation requires prior approval of the holders of Shares.

It is our intent to take any appropriate action to submit the Election Proposal to a vote of the holders of Shares present in person or by proxy at the Special Meeting on May 22, 2019.  In that regard, and depending on actions that may be attempted to be taken by the incumbent Trustees at the Special Meeting, we may bring one or more procedural proposals or motions at the Special Meeting to, among other things, vote against any purported adjournment of the Special Meeting that is effected without a valid vote of holders of Shares, continue the Special Meeting, and elect a person from among the holders of Shares present to preside the Special Meeting if the incumbent Trustees cease to be present at the Special Meeting or otherwise refuse to preside the Special Meeting.
 
As we have previously noted, the proxy statement filed by the Trust in connection with the Special Meeting states that for purposes of the Special Meeting there will be a quorum if the holders of a majority of the outstanding Shares are present in person or by proxy.  We do not, however, believe that there is any basis in the Declaration of Trust or applicable law for the proposition that there is a quorum requirement at the Special Meeting.

We’ll See You in Dallas!

Investor Group Further Comments On Efforts Of Trustees Of Texas Pacific Land Trust To Delay Shareholder Vote

Strong statements from the White card who intends to make the vote happen on 5/22.

In your vehemence to win a proxy contest, you seem to have forgotten that as trustees of a 19th century-created trust, you can be held personally accountable for operating outside the narrow confines of the authority and delegation of power granted to you under a six-page deed from 1888.  By your own choice, you are not directors of a modern corporation with broad charter powers and expansive director exculpatory provisions.

Bottom line:

  • We believe there are no legitimate reasons for you to attempt to delay the shareholder vote on a new trustee — only excuses. 
  • Since March 4, 2019, when you nominated Preston Young, you have had an abundance of TIME to communicate your message to shareholders.
  • You have had an abundance of MONEY — the bank of shareholder capital expended for the most part in an impermissible manner in our view — to protect your lifetime trustee appointments. 
  • You have WITHHELD the NOBO list and directed your solicitors to bombard shareholders with evening solicitation phone calls. That was not enough.
  • You continue to SPEND lavishly on social media—Google, Twitter and Facebook ads—, on lawyers, ad agents, solicitors and private investigators, to spread your vicious character attacks on us, long-term shareholders who wish to propose more open governance. Your own senior executives have privately expressed their embarrassment at your tactics.
  • We believe most shareholders are simply tired of your messages and are ready to have their votes counted. 
  • We will see you at 10 am on May 22, 2019 in Dallas, Texas, and we intend that the holders present in person or by proxy at the special meeting will have a final say on this matter.