1/ @GlassLewis published an excellent analysis on Proposal 8, which I submitted for the $TPL shareholder meeting.
There are serious #corporategovernance and #ESG implications here. The thread below has what I consider to be the best of Glass Lewis report.
But first, a meme:
2/ From Glass Lewis: "it's worth remembering that, without the active, dissenting involvement of Horizon and SoftVest in the first place, which the legacy board heavily resisted, the Company likely would not have taken the actions it has to modernize its structure and overall
3/ governance over the past three years. The investor group's prior efforts led to the conversion of the Company from a trust to a C-Corp, the expansion of the board to a more appropriate number of directors who must stand for re-election before shareholders on a regular basis,
4/ and ongoing momentum towards further improving the Company's governance and direction. In our view, given the relevant history of the Company on these matters, continuing to restrict the investor group's ability to potentially push for incremental changes to the board
5/ composition, or other strategic or governance changes, does not appear justified nor in the interests of other shareholders.
Moreover, we note that because of the existing Shareholders' Agreement, under Glass Lewis policies, we classify both Messrs. Oliver and Stahl as being
6/ affiliated directors and we question whether shareholders can reasonably consider these two directors to be independent, given that they have to vote all of their shares of TPL in accordance with the board’s recommendations.
7/ In our view, releasing these shareholders and current directors of their obligations under the Shareholders' Agreement would, on balance, result in a more independent board and other corporate governance enhancements. Here, we would also note that Messrs. Oliver and Stahl
8/ would still be required to stand before shareholders in order to be re-elected to the TPL board, should they continue to wish to serve as directors. At such time, we believe the Company's other shareholders could express any concern or dissatisfaction with these individuals
9/ serving on the board (including those raised by the Company above) by voting against their re-election, if deemed appropriate.
Therefore, in consideration of the foregoing factors, we believe this proposal is generally aligned with best practices in corporate governance and
10/ consistent with upholding the fundamental rights of all shareholders.
We recommend that shareholders vote FOR this proposal.
11/ If you missed it, here is a link to the full letter that I released this morning to stockholders:
Thread on my letter to shareholders to describe some of views on this year's vote:
In recent years, I have become increasingly concerned about the demonstrable poor condition of TPL’s corporate governance. I have tried to do something about it, including attempting to
2/ engage management in constructive dialogue, submitting a successful stockholder proposal at last year’s annual meeting recommending the Board declassify itself, litigating a Delaware 220 demand for books and records in order to understand whether or not misrepresentations
3/ were made by directors on multiple occasions, and also submitting stockholder Proposal 8 on this year’s ballot...
Stockholder democracy is only effective if individual stockholders make their voices heard to the Board and prudently exercise their right to vote on the matters.