SUBURBAN PROPANE PARTNERS LP
For the period ended Mar 25, 2024. Filed Mar 25, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Mar 25, 2024 · Filed Mar 25, 2024
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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
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Suburban Propane
240 Route 10 West
Whippany, NJ
07981-0206
www.suburbanpropane.com
Michael A. Stivala
President and Chief Executive Officer
March 25, 2024
Dear Fellow Suburban Propane Unitholder:
You are cordially invited to attend the Tri-Annual Meeting of the Limited Partners of Suburban Propane Partners, L.P. to be held on Tuesday, May 21, 2024, beginning at 9:00 a.m. E.T. at our executive offices at One Suburban Plaza, 240 Route 10 West, Whippany, New Jersey.
Whether or not you plan to attend in-person, it is important that your units be represented at the meeting. You may vote on the matters that come before the meeting by completing the enclosed proxy card and returning it in the envelope provided. Alternatively, you may also vote over the Internet or by telephone before the Tri-Annual Meeting.
Attendance at the Tri-Annual Meeting will be open to holders of record of common units as of the close of business on March 22, 2024. I look forward to greeting those of you who will be able to attend the meeting.
Sincerely yours,
Michael A. Stivala
President and Chief Executive Officer
NOTICE OF TRI-ANNUAL MEETING
TO BE HELD ON
May 21, 2024
The Tri-Annual Meeting of the Limited Partners of Suburban Propane Partners, L.P. (“Suburban”) will be held at 9:00 a.m. E.T. on Tuesday, May 21, 2024, at our executive offices at One Suburban Plaza, 240 Route 10 West, Whippany, New Jersey, for the following purposes:
To elect eight Supervisors to three-year terms;
To ratify our independent registered public accounting firm for our 2024 fiscal year;
To approve Suburban’s Amended and Restated 2018 Restricted Unit Plan;
To provide our Limited Partners with the opportunity to cast an advisory vote on the compensation of our named executive officers; and
To consider any other matters that may properly come before the meeting.
Only holders of record of common units as of the close of business on March 22, 2024 are entitled to notice of, and to vote at, the meeting.
By Order of the Board of Supervisors,
Bryon L. Koepke
Vice President, General Counsel & Secretary
March 25, 2024
IMPORTANT
Your vote is important. Whether or not you expect to attend the meeting virtually, we urge you to complete and return the enclosed proxy card at your earliest convenience in the postage-paid envelope provided, or vote using the Internet or by telephone prior to the virtual-only meeting.
TABLE OFCONTENTS
| PAGE | |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THE TRI-ANNUAL MEETING | 1 |
| IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MEETING | 6 |
| PROPOSAL 1 – ELECTION OF SUPERVISORS | 7 |
| NOMINEES FOR ELECTION AS SUPERVISORS | 7 |
| Vote Required and Recommendation of the Board of Supervisors | 11 |
| INFORMATION ABOUT OUR EXECUTIVE OFFICERS | 12 |
| PARTNERSHIP GOVERNANCE | 14 |
| Board Committees | 14 |
| ESG Strategy and Initiatives | 16 |
| Supervisor Nominations and Criteria for Board Membership | 20 |
| Supervisor Independence | 21 |
| Attendance at Meetings | 22 |
| Unitholder Communications with the Board of Supervisors | 22 |
| Delinquent Section 16(a) Reports | 22 |
| Code of Ethics and Code of Business Conduct and Ethics | 22 |
| Corporate Governance Guidelines | 23 |
| NYSE Annual CEO Certification | 23 |
| REPORT OF THE AUDIT COMMITTEE | 23 |
| COMPENSATION DISCUSSION AND ANALYSIS | 25 |
| Compensation Governance | 25 |
| Executive Compensation Philosophy | 28 |
| Components of Compensation | 32 |
| REPORT OF THE COMPENSATION COMMITTEE | 48 |
| ADDITIONAL INFORMATION REGARDING EXECUTIVE COMPENSATION | 48 |
| CEO PAY RATIO | 57 |
| PAY VERSUS PERFORMANCE | 57 |
| SUPERVISORS’ COMPENSATION | 65 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 66 |
| PROPOSAL 2 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024 FISCAL YEAR | 68 |
| Principal Accountant Fees and Services | 68 |
| Vote Required and Recommendation of the Board of Supervisors | 68 |
| PROPOSAL 3 – APPROVAL OF THE AMENDED AND RESTATED 2018 RESTRICTED UNIT PLAN | 69 |
| Reasons for Adoption of the Amended Plan | 69 |
| Summary of the Material Terms of the Amended Plan | 69 |
| Securities Authorized For Issuance Under the 2018 Restricted Unit Plan | 73 |
| New Plan Benefit | 73 |
| Vote Required and Recommendation of the Board of Supervisors | 74 |
| PROPOSAL 4 – ADVISORY VOTE ON EXECUTIVE COMPENSATION | 75 |
| Vote Required and Recommendation of the Board of Supervisors | 76 |
| APPENDICES | 77 |
| Appendix A | A-1 |
One Suburban Plaza
240 Route 10 West
Whippany, New Jersey 07981-0206
PROXY STATEMENT
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.