Lion Long Term Partners LP, a Significant Stockholder of Texas Pacific Land Corporation Issues Open Letter to Stockholders and Proxy Advisors
15 Maggio 2023 - 4:28PM
Lion Long Term Partners LP, a significant Stockholder of 50,600
shares of Texas Pacific Land Corporation (NYSE: TPL) Issues Open
Letter to Stockholders and Proxy Advisors
Open Letter to Proxy Advisors and To Stockholders of Texas
Pacific Land Corporation
Stephen N. WalkerLion Long Term Partners LP
Stockholders and Proxy Advisors ofTexas Pacific Land
Corporation
May 11, 2023,
Dear Fellow Stockholders and Proxy Advisors,
On April 28th, following the release of the
transcript of the April 17th trial hearing in Delaware Chancery
Court, we wrote to Glass Lewis, Institutional Shareholder Services
and Egan Jones (the “Proxy Advisors”) urging them to review their
recommendation to vote “For” Proposal 4 (to amend the Company’s
Certificate of Incorporation to increase by sixfold the number of
authorized shares of common stock of the Company) at the adjourned
2022 Texas Pacific Land Corporation (“TPL” or the “Company”) Annual
Meeting, to be held May 18, 2023 solely to consider Proposal 4. We
also wrote to The New York Stock Exchange urging them to review
their classification of Proposition 4 as “Routine”.
Yesterday Glass Lewis announced that it
has changed its recommendation with respect to Proposal 4 to
“Against” and we urge the other Proxy Advisors to review their case
files and Glass Lewis’ detailed explanation of its change in
position and follow Glass Lewis in recommending an Against vote on
Proposal 4, and we urge the Stockholders of the Company who have
voted For Proposal 4 to reconsider their position.
In its May 9 update of its analysis of Proposal
4, Glass Lewis explains its change of recommendation as based on
its review of the documents filed in the Delaware Chancery Court
litigation initiated by the Company against the “Investor Group” of
the Company owning some 21% of the Company outstanding common
shares, and TPL’s April 25 supplemental proxy materials. (Lion Long
Term Partners is not a member of the Investor Group.)
Glass Lewis noted that the Investor Group
submitted proxies for the 2022 Annual Meeting to vote against
Proposal 4, and that at the Annual Meeting management had obtained
favorable votes from only 35.2% of the outstanding common shares,
well short of the simple majority required for approval of Proposal
4.
Glass Lewis further noted that the position of
the Investor Group is that the Company should be governed as it has
for most of its 135-year history operating as a liquidating trust
vehicle with no ability to issue new shares, let alone for the
purpose of pursuing external acquisitions, and that, if approved,
Proposal 4 would give management of the Company many billions of
dollars’ worth of unissued Company stock, effectively giving the
Company a blank check to dilute stockholders through acquisitions
with stock and equity compensation grants to management.
In its highly perceptive nine paragraph analysis
Glass Lewis argues strongly that Stockholders should vote against
Proposal 4 and it noted that Stockholders who have previously cast
votes in favor of Proposal 4 still have the ability to switch their
votes to AGAINST, which Glass Lewis now advises they do.
We do too.
Yours sincerely,
Stephen Nicholas WalkerYork GP Ltd.General Partner ofLion Long
Term Partners LP
THIS IS NOT A SOLICITATION OF AUTHORITY
TO VOTE YOUR PROXY. DO NOT SEND US YOUR PROXY CARD. LION LONG TERM
PARTNERS LP IS NOT ABLE TO VOTE YOUR PROXY, NOR DOES THIS
COMMUNICATION CONTEMPLATE SUCH AN EVENT. WE URGE TPL’S STOCKHOLDERS
TO VOTE AGAINST PROPOSAL 4 BY FOLLOWING THE INSTRUCTIONS PROVIDED
BY MANAGEMENT IN ITS PROXY MAILING.
THE VIEWS EXPRESSED ABOVE ARE THOSE OF
LION LONG TERM PARTNERS LP, YORK GP LTD., AND MR. WALKER. THE
INFORMATION PROVIDED IN THIS COMMUNICATION MAY NOT BE RELIED UPON
AS INVESTMENT ADVICE, NOR BE CONSIDERED AS A RECOMMENDATION TO BUY
OR SELL SHARES OF TPL. THIS COMMUNICATION IS FOR INFORMATIONAL
PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS A RESEARCH
REPORT.
Contact:
John Glenn GrauInvestorCom LLC(203) 295-7841
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