DALLAS–(BUSINESS WIRE)–Texas Pacific Land Trust (NYSE: TPL) (the “Trust”) today announced that,
in response to a comment by the Securities and Exchange Commission (the
“SEC”), the Trust will file and mail to shareholders a supplement to the
Trust’s proxy statement (the “Proxy Supplement”) in connection with the
special meeting (the “Special Meeting”) originally scheduled to be held
on May 22, 2019. To provide shareholders sufficient time to receive by
mail and review the Proxy Supplement in order to be able to cast their
votes on a fully informed basis, the Trust will convene the Special
Meeting before immediately adjourning – without conducting any business
– until June 6, 2019. The reconvened meeting will be held at the
originally scheduled location in Dallas, and the record date for the
Special Meeting will remain unchanged.
The Trust’s nominee for the Trustee position, retired four-star General
Donald “Don” G. Cook, has committed to resign after no more than three
years. General Cook would stand for reelection if he is renominated,
thus providing shareholders with the opportunity to evaluate his
performance as a Trustee. General Cook has submitted a formal letter of
resignation to that effect. The SEC advised the Trust that a supplement
to the Trust’s proxy statement is required because General Cook’s
commitment constitutes a fundamental change to the Trust’s proxy
solicitation. The dissident group’s candidate, Eric Oliver, has not
agreed to make a similar commitment.
“We have heard very clearly from shareholders their desire for the Trust
to provide greater transparency,” said Trustee David E. Barry. “In that
light, we believe it is especially important for all shareholders to
have the opportunity to fully review the Proxy Supplement.”
Shareholders who have voted do not need to recast their votes, and
proxies previously submitted will be voted at the adjourned meeting
unless properly revoked. Shareholders can revoke their proxy and/or
change their vote at any time prior to the closing of the polls at the
Special Meeting. Only the latest-dated proxy will be counted.
The Trust urges shareholders to follow the recommendation of leading
proxy advisory firm ISS and vote “FOR” General Don Cook using the BLUE
proxy card. Shareholders can also read more information by visiting www.TrustTPL.com.
If shareholders have any questions or need assistance in voting their
shares, they may 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:
[email protected]
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.
Contacts
Media:
Abernathy MacGregor
Sydney Isaacs / Jeremy Jacobs
(713)
343-0427 / (212) 371-5999
[email protected]
/ [email protected]
Investor Relations:
MacKenzie Partners
Paul Schulman /
David Whissel
(212) 929-5500 or (800) 322-2885
[email protected]
