Texas Pacific Land Corporation (TPL)

[Enterprising Investor]

Texas Pacific Land Trust Responds to Dissident Group’s Actions (5/22/19)

Disputes Validity of Mr. Oliver’s “Meeting” and Purported Self-Election

DALLAS--(BUSINESS WIRE)--On May 21, 2019, Texas Pacific Land Trust (NYSE:TPL) (the “Trust”) gave notice that the special meeting scheduled to be convened today has been postponed to address Eric Oliver’s ongoing efforts to mislead the Trust’s shareholders by making materially misleading statements and failing to disclose material information related to his record and potential conflicts of interest.

Over the past several months, the Trustees have made every effort to resolve these issues amicably and to obtain the information necessary for all shareholders to evaluate Mr. Oliver’s fitness to serve as Trustee. As recently as last Thursday, May 16, the Trust’s counsel reached out in writing to Mr. Oliver’s personal attorney as part of these efforts. Mr. Oliver’s attorney never responded, forcing the Trust to take the step of postponing the meeting and filing a lawsuit in the U.S. District Court for the Northern District of Texas. In its lawsuit, the Trust has requested that the court compel Mr. Oliver to correct his misstatements and omissions as soon as possible so that all shareholders can vote on a fully-informed basis on all the candidates.

Unfortunately, the dissident group continues to mislead shareholders.

This morning, Mr. Oliver and his attorneys purported to convene a “meeting” that they have attempted to pass off as constituting a special meeting of the Trust’s shareholders. It was not. As the Declaration of Trust clearly provides, shareholder meetings may only be called after certain requirements are met, including providing notice and following other procedures. Mr. Oliver’s purported “meeting” was conducted in a secretly-booked conference room with no notice whatsoever provided to the vast majority of the shareholders.

During his “meeting,” Mr. Oliver refused to take questions from shareholders before purporting to hold a vote to elect himself as Trustee, even though fewer than half of the Trust’s outstanding shares were represented at Mr. Oliver’s “meeting.” In light of the Trust’s earlier announcements that the special meeting would be delayed, holders of millions of shares have not returned any proxies yet. It is disappointing that Mr. Oliver intends to disenfranchise all these shareholders. Equally disconcerting, we believe the dissident group’s disclosure of the highly confidential interim proxy tally constitutes another serious violation of federal securities laws.

The Trust will announce a new date for the special meeting once the claims and issues raised in litigation are resolved. As previously announced, all three independent proxy advisory firms – ISS, Glass Lewis and Egan-Jones – have recommended that shareholders vote FOR General Donald Cook.

https://www.businesswire.com/news/home/20190522005890/en/Texas-Pacific-Land-Trust-Responds-Dissident-Group’s