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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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 |
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| Carin M. Barth |
109,443,988 |
325,765 |
42,808,656 |
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| Thomas L. Carter, Jr. |
109,448,704 |
321,049 |
42,808,656 |
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| D. Mark DeWalch |
109,458,130 |
311,623 |
42,808,656 |
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| Jerry V. Kyle, Jr. |
109,479,774 |
289,979 |
42,808,656 |
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| Michael C. Linn |
109,401,340 |
368,413 |
42,808,656 |
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| John H. Longmaid |
109,440,702 |
329,051 |
42,808,656 |
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| William N. Mathis |
109,123,832 |
645,921 |
42,808,656 |
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| William E. Randall |
109,464,717 |
305,036 |
42,808,656 |
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| Alexander D. Stuart |
109,448,353 |
321,400 |
42,808,656 |
|||||||||
| Allison K. Thacker |
109,471,106 |
298,647 |
42,808,656 |
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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, 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 |
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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 | ||||||