Here's a friendly note to
$TPL board of directors.
Dear Board of
$TPL,
Over the past 3 years, you have received a staggering number of stockholder proposals. Yet, you have a 100% record of recommending that shareholders vote against those proposals.
As you consider your board's culture in a post-Chairman🤡Barry world, perhaps you should completely rethink your relationship with shareholders, and set out on a new path that totally sheds that awful reputation.
It's not rocket science, but here is how things would be done if our positions were reversed:
1. If stockholders suggest good-governance changes, such as a declassified board, recommend FOR it, and then give it to them as quickly as possible!
2. If stockholders pass a proposal to act by written consent, give it to them!
3. If large shareholders propose important governance improvements, don't ever send them to the SEC for no-action requests. Instead, set up a call between those shareholders and the Governance Committee and discuss.
4. Once stockholder proposals have been submitted to the company to be included on the proxy, if there is not unanimous views of the proposals amongst board members, perhaps allow shareholders to vote on the proposals with no recommendation from the board on the proxy card.
5. Don't sue your largest shareholders, and don't pay for personal investigators to trail your shareholders.
6. Don't make fraudulent statements on proxy filings, particularly in such important issues such as share authorizations.
7. If a director falsifies SEC filings... remove them for cause (I know this one, in particular, is such a difficult call, right?)
We're now just a little over a month away from the 2023 Annual Meeting, and once again, we're facing a meeting in which there will be a handful of stockholder proposals to be voted on. Issues will cover important governance concerns: golden parachutes, written consent, voting procedures, and more. This is the board's chance to begin shedding that anti-stockholder reputation.
We can have more of the same 🤡show, or we can morph into a shareholder friendly company that respects their stockholders views. Since you're so delayed in filing your preliminary proxy, there's still time to do the right thing.
Your move
$TPL.
As we await the
$TPL Delaware Chancery Court ruling, there is an update on Stockholder proposals. Presumably, the delayed prelim proxy filing was due to TPL waiting and hoping that the SEC would allow TPL to exclude these proposals. However, the SEC responded this week IN SUPPORT of those stockholders!
Bulldog Investors:
sec.gov/files/corpfin/no-act…
Lion Long Term:
sec.gov/files/corpfin/no-act…
This is a nice small win for stockholders. But also more of the same: more dollars that needlessly flowed from TPL shareholders to the pockets of TPL's attorneys, and more egg on the face of TPL's directors who continue to misunderstand what good governance really means.