8-K
false 0001621434 0001621434 2020-06-18 2020-06-18

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 18, 2020

 

Black Stone Minerals, L.P.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-37362

 

47-1846692

(State or other jurisdiction of
incorporation or organization)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification No.)

1001 Fannin Street, Suite 2020
Houston, Texas

 

77002

(Address of principal executive offices)

 

(Zip code)

Registrant’s telephone number, including area code: (713) 445-3200

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Units Representing Limited Partner Interests

 

BSM

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

 


Item 5.07. Submission of Matters to a Vote of Security Holders.

Black Stone Minerals, L.P. (the “Partnership”) held its 2020 annual meeting of limited partners (the “Annual Meeting”) on June 18, 2020 via live webcast for the following purposes: (1) to elect directors to the board of directors of Black Stone Minerals GP, L.L.C., the Partnership’s general partner (the “General Partner”), each to serve until the 2021 annual meeting of limited partners and thereafter until such director’s successor shall have been duly elected and qualified, or until such director’s earlier death, resignation, or removal, (2) to ratify the appointment of Ernst & Young LLP as the Partnership’s independent registered public accounting firm for the year ending December 31, 2020, and (3) to approve, on a non-binding advisory basis, the compensation of the General Partner’s named executive officers for the fiscal year ended December 31, 2019. Each of these items is more fully described in the Partnership’s proxy statement filed with the Securities and Exchange Commission on April 29, 2020.

Proposal 1 – Election of Directors

Each of the ten nominees for director was duly elected by the Partnership’s unitholders, with votes as follows:

Nominee

 

Votes For

   

Votes Withheld

   

Broker Non-Vote

 

Carin M. Barth

   

109,443,988

     

325,765

     

42,808,656

 

Thomas L. Carter, Jr.

   

109,448,704

     

321,049

     

42,808,656

 

D. Mark DeWalch

   

109,458,130

     

311,623

     

42,808,656

 

Jerry V. Kyle, Jr.

   

109,479,774

     

289,979

     

42,808,656

 

Michael C. Linn

   

109,401,340

     

368,413

     

42,808,656

 

John H. Longmaid

   

109,440,702

     

329,051

     

42,808,656

 

William N. Mathis

   

109,123,832

     

645,921

     

42,808,656

 

William E. Randall

   

109,464,717

     

305,036

     

42,808,656

 

Alexander D. Stuart

   

109,448,353

     

321,400

     

42,808,656

 

Allison K. Thacker

   

109,471,106

     

298,647

     

42,808,656

 

Proposal 2 – Ratification of Appointment of the Partnership’s Independent Registered Public Accounting Firm

The appointment of Ernst & Young LLP as the Partnership’s independent registered public accounting firm for the year ending December 31, 2020 was ratified by the Partnership’s unitholders, with votes as follows:

Votes For

 

Votes Against

 

Votes Abstain

 

Broker Non-Vote

151,402,684

 

66,379

 

1,109,346

 

—  

Proposal 3 – Approval, on a Non-binding Advisory Basis, of the Compensation of the General Partner’s Named Executive Officers

The compensation of the General Partner’s named executive officers for the fiscal year ended December 31, 2019 was approved, on a non-binding advisory basis, by the Partnership’s unitholders, with votes as follows:

Votes For

 

Votes Against

 

Votes Abstain

 

Broker Non-Vote

106,080,135

 

776,589

 

1,761,443

 

42,808,660

2


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

BLACK STONE MINERALS, L.P.

             

 

 

By:

 

Black Stone Minerals GP, L.L.C.,

 

 

 

its general partner

             

Date: June 24, 2020

 

 

By:

 

/s/ Steve Putman

 

 

 

Steve Putman

 

 

 

Senior Vice President, General Counsel, and Corporate Secretary

v3.20.1
Document and Entity Information
Jun. 18, 2020
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0001621434
Document Type 8-K
Document Period End Date Jun. 18, 2020
Entity Registrant Name Black Stone Minerals, L.P.
Entity Incorporation State Country Code DE
Entity File Number 001-37362
Entity Tax Identification Number 47-1846692
Entity Address, Address Line One 1001 Fannin Street
Entity Address, Address Line Two Suite 2020
Entity Address, City or Town Houston
Entity Address, State or Province TX
Entity Address, Postal Zip Code 77002
City Area Code (713)
Local Phone Number 445-3200
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Units Representing Limited Partner Interests
Trading Symbol BSM
Security Exchange Name NYSE
Entity Emerging Growth Company false