Item 5.07.
|
Submission of Matters to a Vote of Security Holders.
|
Black Stone Minerals, L.P. (the
Partnership) held its 2018 annual meeting of limited partners (the Annual Meeting) on June 14, 2018 in Houston, Texas for the following purposes: (1) to elect directors to the board of directors of Black Stone
Minerals GP, L.L.C., the Partnerships general partner (the General Partner), each to serve until the 2019 annual meeting of limited partners and thereafter until such directors successor shall have been duly elected and
qualified, or until such directors earlier death, resignation, or removal, (2) to ratify the appointment of Ernst & Young LLP as the Partnerships independent registered public accounting firm for the year ending
December 31, 2018, (3) to approve, on a
non-binding
advisory basis, the compensation of the General Partners named executive officers for the fiscal year ended December 31, 2017, 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 Partnerships proxy statement
filed with the Securities and Exchange Commission on April 27, 2018.
Proposal 1 Election of Directors
Each of the eleven nominees for director was duly elected by the Partnerships unitholders, with votes as follows:
|
|
|
|
|
|
|
|
|
|
|
Nominee
|
|
Votes For
|
|
|
Votes Withheld
|
|
Broker Non-Vote
|
|
William G. Bardel
|
|
|
119,420,376
|
|
|
96,121
|
|
|
18,308,209
|
|
Carin M. Barth
|
|
|
119,445,829
|
|
|
70,668
|
|
|
18,308,209
|
|
Thomas L. Carter, Jr.
|
|
|
119,434,669
|
|
|
81,828
|
|
|
18,308,209
|
|
D. Mark DeWalch
|
|
|
119,443,528
|
|
|
72,969
|
|
|
18,308,209
|
|
Ricky J. Haeflinger
|
|
|
119,446,554
|
|
|
69,943
|
|
|
18,308,209
|
|
Jerry V. Kyle, Jr.
|
|
|
119,446,454
|
|
|
70,043
|
|
|
18,308,209
|
|
Michael C. Linn
|
|
|
119,390,925
|
|
|
125,572
|
|
|
18,308,209
|
|
John H. Longmaid
|
|
|
119,420,376
|
|
|
96,121
|
|
|
18,308,209
|
|
William N. Mathis
|
|
|
118,338,572
|
|
|
1,177,925
|
|
|
18,308,209
|
|
William E. Randall
|
|
|
119,446,154
|
|
|
70,343
|
|
|
18,308,209
|
|
Alexander D. Stuart
|
|
|
119,421,910
|
|
|
94,587
|
|
|
18,308,209
|
|
Allison K. Thacker
|
|
|
119,443,828
|
|
|
72,669
|
|
|
18,308,209
|
|
Proposal 2 Ratification of Appointment of the Partnerships Independent Registered Public Accounting Firm
The appointment of Ernst & Young LLP as the Partnerships independent registered public accounting firm for the year ending
December 31, 2018 was ratified by the Partnerships unitholders, with votes as follows:
|
|
|
|
|
|
|
Votes For
|
|
Votes Against
|
|
Votes Abstain
|
|
Broker Non-Vote
|
137,789,079
|
|
22,946
|
|
12,681
|
|
|
2
Proposal 3 Approval, on a
Non-binding
Advisory Basis, of the
Compensation of the General Partners Named Executive Officers
The compensation of the General Partners named executive
officers for the fiscal year ended December 31, 2017 was approved, on a
non-binding
advisory basis, by the Partnerships unitholders, with votes as follows:
|
|
|
|
|
|
|
Votes For
|
|
Votes Against
|
|
Votes Abstain
|
|
Broker Non-Vote
|
115,822,831
|
|
201,287
|
|
3,492,379
|
|
18,308,209
|
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 Partnerships unitholders, with votes as follows:
|
|
|
|
|
|
|
|
|
Votes For Every
One Year
|
|
Votes For Every
Two Years
|
|
Votes For Every
Three Years
|
|
Votes Abstain
|
|
Broker Non-Vote
|
117,799,643
|
|
118,728
|
|
887,956
|
|
710,170
|
|
18,308,209
|
Based on the voting results for this proposal, the Partnership determined that a
non-binding,
advisory vote to approve the compensation of the General Partners named executive officers will be conducted every year, until the next advisory vote on this matter is held.
3