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
Date of Report (Date of earliest event reported): March 21, 2024
| (Exact name of registrant as specified in its charter) | ||
| (State or other jurisdiction | (Commission File Number) | (I.R.S. Employer | ||||||||||||||||||
| of incorporation or organization) | Identification No.) | |||||||||||||||||||
| (Address of principal executive offices) | (Zip code) | ||||||||||
Registrant’s telephone number, including area code: 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 | ||||||||||||
| 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
By letter dated March 21, 2024, John Longmaid notified Black Stone Minerals, L.P. (the “Partnership”) and Black Stone Minerals GP, L.L.C., the Partnership’s general partner (the “General Partner”), of his decision to resign as a director, effective as of the close of business on March 21. Mr. Longmaid’s decision to resign is not due to any disagreement with the Partnership or the General Partner on any matter relating to the Partnership’s or the General Partner’s operations, policies, or practices.
Effective March 25, 2024, the Board appointed AJ Longmaid to serve as a member of the Board and expects to appoint him as a member of the Compensation Committee of the General Partner. There are no arrangements or understandings between Mr. Longmaid and any other person pursuant to which Mr. Longmaid was appointed to serve on the Board. There are no family relationships between Mr. Longmaid and any other director or executive officer of the General Partner, and there have been no transactions between Mr. Longmaid and the General Partner or the Partnership in the last fiscal year, and none are currently proposed, that would require disclosure under Item 404(a) of Regulation S-K.
Mr. Longmaid will receive the standard compensation available to the General Partner’s current non-employee directors, which is discussed in the Company’s Proxy Statement filed with the Securities and Exchange Commission on May 1, 2023.
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: March 26, 2024 | By: | /s/ Steve Putman | ||||||||||||
| Steve Putman | ||||||||||||||
| Senior Vice President, General Counsel, and Secretary | ||||||||||||||
3