UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
As disclosed on Black Stone Minerals, L.P.’s (the “Partnership”) Form 8-K filed May 29, 2024, Evan Kiefer stepped down from his position of Senior Vice President, Chief Financial Officer, and Treasurer of Black Stone Minerals GP, L.L.C., the Partnership’s general partner (the “General Partner”), on May 28, 2024. On June 14, 2024, Black Stone Natural Resources Management Company (the “Employer”) and the General Partner entered into a Separation Agreement and General Release of Claims (the “Agreement”) with Mr. Kiefer substantially consistent with his existing severance agreement.
Pursuant to the Agreement, so long as Mr. Kiefer satisfies the terms and conditions of the Agreement, Mr. Kiefer will receive the following consideration in accordance with the terms of his severance agreement with the Employer and the applicable equity award agreements with the General Partner:
| • | a lump sum cash payment of $601,775; |
| • | for a period of up to 12 months (or until Mr. Kiefer is eligible to be covered under another employer’s group health plan), monthly reimbursement for the cost of COBRA continuation coverage; |
| • | accelerated vesting of a pro-rated portion of Mr. Kiefer’s outstanding restricted common units in the Partnership (the “Common Units”) in the amount of 3,628 Common Units; |
| • | accelerated vesting of a pro-rated portion of Mr. Kiefer’s outstanding performance units and associated distribution-equivalent rights, settled through the issuance of Common Units in the amount of 12,179 Common Units (before settlement of distribution-equivalent rights); and |
| • | elimination of employment-based forfeiture restrictions (but not performance-based forfeiture restrictions) with respect to 50,893 performance units relating to a 2022 aspirational performance award. |
Mr. Kiefer remains subject to the confidentiality, non-competition, non-solicitation and non-disparagement covenants set forth in his severance agreement with the Employer. In addition, pursuant to the Agreement, Mr. Kiefer has agreed to provide consulting services to the General Partner and its affiliates through November 30, 2024, or such earlier time as the consulting period terminates pursuant to the Agreement. In exchange for providing the consulting services, Mr. Kiefer will be compensated at a rate of $33,333.33 per complete calendar month, pro-rated for any partial calendar months.
The foregoing description does not purport to be complete and is qualified by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 hereto.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Partnership held its 2024 annual meeting of limited partners (the “Annual Meeting”) on June 13, 2024 via live webcast for the following purposes: (1) to elect directors to the Board of Directors of the General Partner, each to serve until the 2025 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, 2024, (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, 2023, and (4) to approve, on a non-binding advisory basis, the preferred frequency of advisory votes on executive compensation. Each of these items is more fully described in the Partnership’s proxy statement filed with the Securities and Exchange Commission on April 29, 2024.
Proposal 1 – Election of Directors
Each of the nine 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 |
100,772,940 | 535,477 | 59,382,639 | |||||||||
| Thomas L. Carter, Jr. |
100,895,012 | 413,405 | 59,382,639 | |||||||||
| D. Mark DeWalch |
99,070,664 | 2,237,752 | 59,382,640 | |||||||||
| Jerry V. Kyle, Jr. |
100,839,012 | 469,405 | 59,382,639 | |||||||||
| Michael C. Linn |
100,585,174 | 723,242 | 59,382,640 | |||||||||
| AJ Longmaid |
100,200,755 | 1,107,662 | 59,382,639 | |||||||||
| William N. Mathis |
99,197,262 | 2,111,155 | 59,382,639 | |||||||||
| William E. Randall |
100,478,013 | 830,404 | 59,382,639 | |||||||||
| Alexander D. Stuart |
100,811,608 | 496,808 | 59,382,640 | |||||||||
| James W. Whitehead |
100,918,224 | 390,189 | 59,382,643 | |||||||||
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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, 2024 was ratified by the Partnership’s unitholders, with votes as follows:
| Votes For |
Votes Against |
Votes Abstain |
Broker Non-Vote | |||
| 160,241,585 | 262,220 | 187,251 | 0 |
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, 2023 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 | |||
| 98,403,514 | 2,101,058 | 803,837 | 59,382,647 |
Proposal 4 – Approval, on a Non-binding Advisory Basis, of the Preferred Frequency of Advisory Votes on Executive Compensation
The frequency of advisory votes on executive compensation to occur every year was approved, on a non-binding advisory basis, by the Partnership’s unitholders, with votes as follows:
| Votes For Every |
Votes For Every |
Votes For Every |
Votes Abstain |
Broker Non-Vote | ||||
| 95,722,261 | 305,435 | 4,149,460 | 1,131,250 | 59,382,650 |
Based on the voting results for this proposal, the Partnership determined that a non-binding, advisory vote to approve the compensation of the General Partner’s named executive officers will be conducted every year, until the next advisory vote on this matter is held
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description of Exhibit | |
| 10.1 | Separation Agreement and General Release of Claims, dated as of June 14, 2024, by and among Evan Kiefer, Black Stone Natural Resources Management Company, and Black Stone Minerals GP, L.L.C. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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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 17, 2024 | By: | /s/ Steve Putman | ||||
| Steve Putman | ||||||
| Senior Vice President, General Counsel, and Secretary | ||||||