DEF 14A 1 def14a-54595_clmt.htm DEF 14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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December 23, 2021

To our unitholders:

You are cordially invited to attend a special meeting of the unitholders of Calumet Specialty Products Partners, L.P. (“Calumet”) to be held at Courtyard by Marriott Indianapolis West-Speedway, 6315 Crawfordsville Road, Indianapolis, IN 46224, on February 16, 2022 at 2:00 p.m., local time.

Details regarding the business to be conducted at the special meeting are described in the accompanying notice of the special meeting and proxy statement. We encourage you to carefully review these materials.

Your vote is very important. Even if you plan to attend the special meeting, we urge you to cast your vote promptly. You may vote your units in advance of the special meeting via the Internet, by telephone or by mail.

On behalf of the board of directors of our general partner, Calumet GP, LLC, I would like to express our appreciation for your continued support. We look forward to seeing you at the special meeting.

	/s/ Fred M. Fehsenfeld, Jr.
	Chairman of the Board of Directors
	Calumet GP, LLC

This proxy statement is dated December 23, 2021 and is first being sent or made available to Calumet unitholders on or about December 23, 2021.

NOTICE OF SPECIAL
MEETING OF UNITHOLDERS OF
CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.
TO BE HELD ON FEBRUARY 16, 2022

To our unitholders:

A special meeting of the unitholders of Calumet Specialty Products Partners, L.P. (“Calumet” or the “Partnership”) will be held on February 16, 2022 at 2:00 p.m., local time, at Courtyard by Marriott Indianapolis West-Speedway, 6315 Crawfordsville Road, Indianapolis, IN 46224, for the following purposes:

to consider and vote upon a proposal, which we refer to as the “LTIP Proposal,” to approve an amendment to the Calumet GP, LLC Amended and Restated Long-Term Incentive Plan to increase the number of common units that may be delivered pursuant to awards under such plan by 1,400,000 common units to an aggregate of 5,283,960 common units; and

to consider and vote upon a proposal, which we refer to as the “Adjournment Proposal,” to approve the adjournment of the special meeting to a later date or dates, if deemed necessary or appropriate by our general partner, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the LTIP Proposal.

Our board of directors has unanimously approved the LTIP Proposal and determined that it is in the best interests of us and our unitholders.

Accordingly, our board of directors unanimously recommends that you vote “FOR” the LTIP Proposal and “FOR” the Adjournment Proposal.

In order to constitute a quorum to conduct the proposed business at the special meeting, holders of a majority of our outstanding common units representing limited partner interests (including outstanding units deemed owned by our general partner) must be present in person or by proxy.

We have set the close of business on December 20, 2021 as the record date for determining which unitholders are entitled to receive notice of, and to vote at, the special meeting and any adjournments thereof. A list of unitholders of record will be available for inspection by any unitholder during the meeting.

As permitted by the Securities and Exchange Commission (the “SEC”), we are providing access to our proxy materials online under the SEC’s “notice and access” rules. As a result, unless you previously requested electronic or paper delivery on an ongoing basis, we are mailing to our unitholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of the proxy statement and a form of proxy card (together, the “proxy materials”). This distribution process is more resource- and cost-efficient. The Notice contains instructions on how to access the proxy materials online. The Notice also contains instructions on how unitholders can receive a paper copy of our proxy materials. If you elect to receive a paper copy, our proxy materials will be mailed to you.

We are actively monitoring the public health and travel safety concerns relating to the COVID-19 pandemic and the advisories or mandates that federal, state, and local governments, and related agencies, have issued and may issue. In the event it is not possible or advisable to hold our special meeting as currently planned, we will announce any additional or alternative arrangements for the meeting, which may include a change in venue or holding the meeting solely by means of remote communication. Please monitor our press releases and our filings with the SEC for updated information. Furthermore, we may impose additional procedures or limitations on meeting attendance based on applicable governmental requirements or recommendations or facility requirements. Such additional procedures or limitations may include, but are not limited to, thorough screenings of attendees (including temperature checks), limits on the number of attendees to promote social distancing and requiring the use of face masks.

By Order of the Board of Directors of Calumet GP, LLC, the general partner of Calumet.

	/s/ Stephen P. Mawer
	Chief Executive Officer

December 23, 2021

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to be Held on February 16, 2022: The Proxy Statement is available at www.envisionreports.com/CLMT.

TABLE OF CONTENTS

	Page
SUMMARY	1
Overview	1
Proposal One: The LTIP Proposal	1
Recommendation of our Board of Directors Regarding the LTIP Proposal	1
Proposal Two: The Adjournment Proposal	1
Recommendation of our Board of Directors Regarding the Adjournment Proposal	2
Information About the Special Meeting and Voting	2
Interests of Certain Persons in the Proposals	2
Material Federal Income Tax Consequences of the LTIP Proposal	2
PROPOSAL ONE: THE LTIP PROPOSAL	3
Consequences of Failing to Approve the Proposal	3
Description of the Amended LTIP	3
Interests of Directors and Executive Officers in the Amended LTIP	5
U.S. Federal Income Tax Consequences of the Amended LTIP	6
Awards Granted Under the LTIP	6
New Plan Benefits Under the Amended LTIP	7
Equity Compensation Plan Information (as of December 31, 2020)	7
Vote Required	8
Recommendation	8
EXECUTIVE AND DIRECTOR COMPENSATION	9
Overview	9
Summary Compensation Table	10
Outstanding Equity Awards at Fiscal Year-End	11
Narrative Disclosure to Summary Compensation Table and Outstanding Unit Awards Table	11
Transition and Separation Agreement	14
Severance Arrangements	15
Potential Payments Upon Termination or Change in Control	15
Compensation of Directors	17
PROPOSAL TWO: THE ADJOURNMENT PROPOSAL	19
INFORMATION ABOUT THE SPECIAL MEETING AND VOTING	20
Time, Date and Place	20
Purpose	20
Record Date	20
Holders Entitled to Vote	20
Unitholders of Record and Beneficial Owners	20
Vote Required	20
Broker Non-Votes	20
Quorum	21
Voting Prior to the Meeting	21
Attending and Voting at the Special Meeting	21
Revoking Your Proxy	22
Who to Call for Assistance	22
Proxy Solicitation	22
Adjournment	22
No Unitholder Proposals	22
Dissenters’ Rights	23
Voting Results	23
Householding Matters	23

TABLE OF CONTENTS (continued)

	Page
OTHER MATTERS FOR ACTION AT THE SPECIAL MEETING	24
WHERE YOU CAN FIND MORE INFORMATION ABOUT US	25
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS	26

Name and Principal Position	Phantom Units (1)
Stephen P. Mawer Chief Executive Officer	121,986
Timothy Go Former Chief Executive Officer	781,096
D. West Griffin Former Executive Vice President - Chief Financial Officer	316,851
Bruce A. Fleming Executive Vice President - Montana Renewables & Corporate Strategy	672,404
Scott Obermeier Executive Vice President - Specialty Products & Solutions	302,119
L. Todd Borgmann Executive Vice President and Chief Financial Officer	274,138
Marc Lawn Executive Vice President - Performance Brands	56,390
All current executive officers as a group	1,443,435
All current directors who are not executive officers as a group	776,707
Each associate of the above-mentioned directors or executive officers	0
Each other person who received or is to receive 5% of such phantom units	0
All employees (other than executive officers) as a group	4,067,989

	(a)	(b)	(c)
	Number of securities to be issued upon exercise of outstanding options, warrants and rights (2)	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders (1)	1,063,941	—	0
Equity compensation plans not approved by security holders	N/A	N/A	N/A
Total	1,063,941	—	0

	Summary Compensation Table for 2020
Name and Principal Position	Year		Salary		Bonus		Unit Awards (1)(2)		Non-Equity Incentive Plan Compensation (3)		Change in Non-Qualified Deferred Compensation Earnings		All Other Compensation (4)		Total
Stephen P. Mawer Chief Executive Officer		2020	$	543,750	$	—	$	61,270	$	—	$	—	$	70,019	$	675,039
		2020	$	304,830	$	—	$	—	$	—	$	—	$	79,405	$	384,235
Timothy Go		2019	$	600,000	$	—	$	435,000	$	435,000	$	—	$	16,139	$	1,486,139
Former Chief Executive Officer		2018	$	537,450	$	—	$	375,000	$	237,300	$	—	$	55,770	$	1,205,520
D. West Griffin Former Executive Vice		2020	$	—	$	—	$	—	$	—	$	—	$	1,067,315	$	1,067,315
President - Chief Financial		2019	$	424,368	$	—	$	—	$	—	$	—	$	187,386	$	611,754
Officer		2018	$	412,088	$	—	$	309,006	$	232,785	$	—	$	178,441	$	1,132,320
Bruce A. Fleming Executive Vice President -		2020	$	422,742	$	—	$	—	$	—	$	—	$	19,553	$	442,295
Montana Renewables &		2019	$	410,429	$	—	$	794,435	$	—	$	—	$	18,299	$	1,223,163
Corporate Strategy		2018	$	398,475	$	—	$	298,856	$	225,000	$	—	$	14,635	$	936,966
Scott Obermeier Executive Vice President - Specialty Products & Solutions		2020	$	333,000	$	100,000	$	1,120,126	$	—	$	—	$	11,980	$	1,565,106

	Stephen P. Mawer		Timothy Go		D. West Griffin		Bruce A. Fleming		Scott Obermeier
401(k) Plan Matching Contributions	$	21,771	$	21,855	$	82	$	14,727	$	11,750
Relocation Expenses		28,189		—		—		—		—
HSA Plan Matching Contributions		—		1,000		—		—		—
Commuting and Living Expenses (1)		20,059		—		—		—		—
Long-Term Disability Insurance		—		780		—		1,872		(281	)
Term Life Insurance		—		—		—		2,954		511
Severance		—		55,770		1,067,233		—		—
Equity Purchase Repayment		—		—		—		—		—
Total	$	70,019	$	79,405	$	1,067,315	$	19,553	$	11,980

	Outstanding Unit Awards
Name	Number of Units That Have Not Vested ^(#)(1)		Market Value of Units That Have Not Vested ^($)(2)		Equity Incentive Plan Awards: Number of Unearned Units That Have Not Vested ^(#)		Equity Incentive Plan Awards: Market Value of Units That Have Not Vested ^($)
Stephen P. Mawer		17,197	$	53,827		—	$	—
Timothy Go		—	$	—		—	$	—
D. West Griffin		—	$	—		—	$	—
Bruce A. Fleming		60,692	$	189,966		—	$	—
Scott Obermeier		277,019	$	867,069		—	$	—

Vesting Date	Stephen P. Mawer		Timothy Go		D. West Griffin		Bruce A. Fleming		Scott Obermeier
July 1, 2021		2,910		—		—		15,173		—
December 31, 2021		7,103		—		—		—		27,027
July 1, 2022		2,910		—		—		15,173		—
December 31, 2022		—		—		—		—		249,992
July 1, 2023		2,910		—		—		15,173		—
July 1, 2024		1,364		—		—		15,173		—
		17,197		—		—		60,692		277,019

	Director Compensation Table for 2020
Name	Fees Earned or Paid in Cash		Unit Awards (1)		Total
Fred M. Fehsenfeld, Jr.	$	—	$	203,349	$	203,349
James S. Carter	$	—	$	222,975	$	222,975
Robert E. Funk	$	47,752	$	162,469	$	210,221
Daniel J. Sajkowski	$	58,125	$	123,886	$	182,011
Amy M. Schumacher	$	—	$	203,349	$	203,349
Daniel L. Sheets	$	—	$	207,928	$	207,928
Paul C. Raymond III (2)	$	—	$	24,997	$	24,997

Name of Beneficial Owner	Common Units Beneficially Owned		Percentage of Total Units Beneficially Owned
The Heritage Group⁽¹⁾⁽²⁾		11,867,533		15.08%
Calumet, Incorporated⁽²⁾		1,934,287		2.46%
Adams Asset Advisors, LLC⁽³⁾		4,555,224		5.79%
Wasserstein Debt Opportunities Management, LP and related persons⁽⁴⁾		5,116,225		6.50%
Dorset Management Corporation and related persons⁽⁵⁾		4,292,200		5.46%
L. Todd Borgmann		47,994		*
James S. Carter		293,875		*
Fred M. Fehsenfeld, Jr.^(1)(2)(6)(7)		867,911		1.10%
Bruce A. Fleming		321,839		*
Robert E. Funk		246,145		*
Timothy Go		286,271		*
D. West Griffin		97,860		*
Marc Lawn		—		*
Scott Obermeier		27,967		*
Stephen P. Mawer		140,367		*
Daniel J. Sajkowski		151,036		*
Amy M. Schumacher^(1)(7)(8)		162,532		*
Daniel L. Sheets		27,816		*
Paul C. Raymond III		—		*
Jennifer G. Straumins		—		*
All directors and executive officers as a group (14 persons)		2,287,482		2.91%

	(1)	Twenty-nine grantor trusts indirectly own all of the outstanding general partner interests in The Heritage Group, an Indiana general partnership. The direct or indirect beneficiaries of the grantor trusts are members of the Fehsenfeld family. Each of the grantor trusts has five trustees, Fred M. Fehsenfeld, Jr., James C. Fehsenfeld, Nicholas J. Rutigliano, William S. Fehsenfeld and Amy M. Schumacher, each of whom exercises equivalent voting rights with respect to each such trust. Each of Fred M. Fehsenfeld, Jr. and Amy M. Schumacher, who are directors of our general partner, disclaims beneficial ownership of all of the common units owned by The Heritage Group, and none of these units are shown as being beneficially owned by such directors in the table above. Of these common units, 367,197 are owned by The Heritage Group Investment Company, LLC (“Investment LLC”). Investment LLC is under common ownership with The Heritage Group. The Heritage Group, although not the owner of the common units, serves as the Manager of Investment LLC, and in that

SEC Form DEF 14A filed by Calumet Specialty Products Partners, L.P.