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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

SPH$17.18-0.2%Stored close · as of Nov 6, 2026
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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 MEETING1
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MEETING6
PROPOSAL 1 – ELECTION OF SUPERVISORS7
NOMINEES FOR ELECTION AS SUPERVISORS7
Vote Required and Recommendation of the Board of Supervisors11
INFORMATION ABOUT OUR EXECUTIVE OFFICERS12
PARTNERSHIP GOVERNANCE14
Board Committees14
ESG Strategy and Initiatives16
Supervisor Nominations and Criteria for Board Membership20
Supervisor Independence21
Attendance at Meetings22
Unitholder Communications with the Board of Supervisors22
Delinquent Section 16(a) Reports22
Code of Ethics and Code of Business Conduct and Ethics22
Corporate Governance Guidelines23
NYSE Annual CEO Certification23
REPORT OF THE AUDIT COMMITTEE23
COMPENSATION DISCUSSION AND ANALYSIS25
Compensation Governance25
Executive Compensation Philosophy28
Components of Compensation32
REPORT OF THE COMPENSATION COMMITTEE48
ADDITIONAL INFORMATION REGARDING EXECUTIVE COMPENSATION48
CEO PAY RATIO57
PAY VERSUS PERFORMANCE57
SUPERVISORS’ COMPENSATION65
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT66
PROPOSAL 2 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024 FISCAL YEAR68
Principal Accountant Fees and Services68
Vote Required and Recommendation of the Board of Supervisors68
PROPOSAL 3 – APPROVAL OF THE AMENDED AND RESTATED 2018 RESTRICTED UNIT PLAN69
Reasons for Adoption of the Amended Plan69
Summary of the Material Terms of the Amended Plan69
Securities Authorized For Issuance Under the 2018 Restricted Unit Plan73
New Plan Benefit73
Vote Required and Recommendation of the Board of Supervisors74
PROPOSAL 4 – ADVISORY VOTE ON EXECUTIVE COMPENSATION75
Vote Required and Recommendation of the Board of Supervisors76
APPENDICES77
Appendix AA-1

One Suburban Plaza

240 Route 10 West

Whippany, New Jersey 07981-0206

PROXY STATEMENT

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.