Texas Pacific Land Trust (NYSE:TPL) (“TPL” or the “Trust”) today
announced that Institutional Shareholder Services (“ISS”), a leading
independent proxy advisory firm whose recommendations are followed by
hundreds of institutional investors, has recommended that TPL
shareholders vote FOR retired four-star General Donald “Don” G. Cook
using the BLUE proxy card.
“We are pleased that ISS recognizes that General Cook has the
experience, judgment and vision to continue the Trust’s record of value
creation and ensure that the Trust has the right corporate governance
for its next chapter,” said Trustee David E. Barry. “We encourage
all shareholders to follow the ISS recommendation by returning the BLUE
proxy card to vote FOR General Cook and discarding the dissident group’s
white proxy card.”
In its May 7, 2019 report, ISS stated1 that General Cook has:
“… a public track record that seems to reflect direct efforts to improve
the governance of the companies on whose boards he has served. Cook
brings substantial experience as a public company board member, as well
as chairman of the San Antonio chapter of the National Association of
Corporate Directors. In fact, he appears to have played an integral part
in the effort to de-classify the board of Crane [Co]. At Crane's first
annual meeting after Cook became the chairman of the Nominating and
Governance Committee, the company granted shareholders a vote on whether
to de-classify its board, which shareholders approved. Cook's track
record appears to reflect a willingness and ability to push for
corporate governance changes that benefit shareholders.”
ISS particularly noted that, “Cook has pledged publicly to serve as a
change agent for TPL's corporate governance, including resigning as a
trustee after no more than three years, to allow shareholders to
evaluate his performance and determine whether to retain him.”
Comparing General Cook to the dissident nominee Eric Oliver, ISS
observed that:
“Perhaps the most meaningful criticism of the dissident is the fact
that though its strongest argument revolves around TPL's governance
shortcomings, its nominee has no public corporate governance track
record at a company in any way comparable to TPL.”
“… there seem to be fewer concerns regarding Cook's public record than
that of the dissident nominee, particularly in regard to potential
conflicts of interest. On balance, Cook's public record as a director
suggests that his experience and abilities may be more suited to drive
changes that may be needed at TPL.”
ISS noted that:
For the five years ending on the unaffected date of March 14, 2019, the
last day before the dissident announced its intent to nominate Oliver,
TPL delivered TSR well above any of the peers. For every time period
ending on the unaffected date, TPL's TSR far exceeded the peer median
and an industry benchmark, the S&P Oil & Gas E&P Select Industry Index.
Crediting TPL management “for the strong TSR that TPL has generated,”
ISS cited as one example the formation of Texas Pacific Water Resources
in June 2017:
“Forming this company has increased TPL's ability to generate revenue
from the surface acres it owns and their accompanying water rights. This
strategically sound decision was enhanced by TPL's ability to persuade
two former executives from EOG Resources, a well-respected E&P company,
to lead this division.”
ISS concluded that:
“… nominee Cook – who has publicly acknowledged the need for TPL's
governance to evolve and has committed to resigning within three years
so that shareholders can assess his performance and vote on his
potential reelection – appears to have more relevant experience than the
dissident nominee as a public company director, particularly in the area
of corporate governance. Therefore, a vote FOR nominee Cook on the
management (BLUE) card is warranted.”
Make Your Voice Heard
A leading independent advisor has made its choice clear: General Don
Cook is the best candidate to serve as TPL’s next trustee. Now it’s
shareholders’ turn to make their voices heard by voting FOR
General Cook using the BLUE proxy
card. Shareholders can get more information on this important contest to
secure TPL’s future by visiting www.TrustTPL.com.
If you have any questions or need assistance in voting your shares,
please contact the Trust’s proxy solicitor:
MacKenzie Partners
1407 Broadway, 27th Floor
New York, New
York 10018
(212) 929-5500 or call Toll-Free (800) 322-2885
Email: proxy@mackenziepartners.com
Forward-Looking Statements
This release may contain statements that are “forward-looking
statements” within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. All statements contained in this release, other than
statements of historical fact, are “forward-looking statements” for
purposes of these provisions, including statements regarding Texas
Pacific’s future operations and prospects, the markets for real estate
in the areas in which Texas Pacific owns real estate, applicable zoning
regulations, the markets for oil and gas, production limits on prorated
oil and gas wells authorized by the Railroad Commission of Texas,
expected competitions, management’s intent, beliefs or current
expectations with respect to Texas Pacific’s future financial
performance and other matters. Texas Pacific cautions readers that
various factors could cause its actual financial and operational results
to differ materially from those indicated by forward-looking statements
made from time-to-time in news releases, reports, proxy statements and
other written communications, as well as oral statements made from time
to time by representatives of Texas Pacific. The following factors, as
well as any other cautionary language included in this release, provide
examples of risks, uncertainties and events beyond our control that may
cause Texas Pacific’s actual results to differ materially from the
expectations Texas Pacific describes in such forward-looking statements:
global economic conditions; market prices of oil and gas; the demand for
water services by operators in the Permian Basin; the impact of
government regulation; the impact of competition; the continued service
of key management personnel; and other risks and uncertainties disclosed
in Texas Pacific’s annual reports on Form 10-K and quarterly reports on
Form 10-Q. We undertake no obligation to update publicly or otherwise
revise any forward-looking statements, whether as a result of new
information, future events or other factors that affect the subject of
these statements, except where we are expressly required to do so by law.
____________________________
1 Permission to use quotes was neither sought nor obtained.
Emphasis added.
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