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Black Stone Minerals, L.P.

For the period ended Jun 12, 2025. Filed Apr 30, 2025.

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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.

Jun 12, 2025 · Filed Apr 30, 2025

BSM$13.98-2.6%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

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

April 30, 2025

NOTICE OF ANNUAL MEETING OF LIMITED PARTNERS TO BE HELD ON JUNE 12, 2025

Dear Unitholders of Black Stone Minerals, L.P.:

Notice is hereby given that the 2025 annual meeting of limited partners (the “Annual Meeting”) of Black Stone Minerals, L.P. (the “Partnership”) will be held on June 12, 2025 at 12:00 p.m., Central Time, 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 general partner of the Partnership (the “General Partner” and such Board of Directors, the “Board”), each to serve until the 2026 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 Deloitte & Touche LLP (“Deloitte”) as the Partnership’s independent registered public accounting firm for the year ending December 31, 2025;
3.to approve, on a non-binding advisory basis, the compensation of the General Partner’s named executive officers for the year ended December 31, 2024;
4.to approve the adoption of the Black Stone Minerals, L.P. 2025 Long-Term Incentive Plan (the “2025 LTIP”); and
5.to transact such other business as may properly come before the Annual Meeting or any postponements or adjournments thereof.

You may attend the Annual Meeting via the Internet at https://web.lumiconnect.com/255252993. Because the Annual Meeting is completely virtual and being conducted via the Internet, you will not be able to attend the meeting in person.

The Board has fixed the close of business on April 14, 2025 as the record date for the Annual Meeting. Holders of record of the Partnership’s common units and preferred units as of the close of business on such date are entitled to notice of, and to vote at, the Annual Meeting.

Pursuant to the rules adopted by the Securities and Exchange Commission (“SEC”), the Partnership is providing access to its proxy materials primarily via the Internet, rather than mailing paper copies of these materials to each unitholder. On or about April 30, 2025, the Partnership began mailing a Notice of Internet Availability of Proxy Materials to its unitholders of record detailing how to access the proxy materials electronically and how to submit a proxy by telephone, Internet, or mail or vote during the Annual Meeting. The Notice of Internet Availability of Proxy Materials also provides instructions on how to request and obtain paper copies of the proxy materials.

If your units are held in street name, you will receive instructions from the holder of record detailing how to direct the voting of your units. Internet and/or telephone voting will also be offered to unitholders holding units in street name.

The Partnership urges you to review the proxy materials carefully and to submit your proxy or voting instructions as soon as possible so that your units will be represented at the Annual Meeting.

By Order of the Board,

/s/ Steve Putman

Steve Putman

Senior Vice President, General Counsel, and Secretary of Black Stone Minerals GP, L.L.C.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF

PROXY MATERIALS FOR THE ANNUAL MEETING OF LIMITED PARTNERS

The Notice of Annual Meeting, the Proxy Statement, a form of proxy card, and the Partnership’s Annual

Report on Form 10-K for the year ended December 31, 2024 are available at

http://www.astproxyportal.com/ast/20065

PROXY STATEMENT

FOR

ANNUAL MEETING OF LIMITED PARTNERS

GENERAL INFORMATION1
Purpose of the Annual Meeting1
Proposals to be Voted Upon at the Annual Meeting1
Recommendation of the Board2
Right to Vote2
Voting Procedures3
Attending the Annual Meeting4
Revoking Your Proxy5
Quorum5
Required Votes5
Solicitation of Proxies6
PROPOSAL 1—ELECTION OF DIRECTORS7
EXECUTIVE OFFICERS AND DIRECTORS8
GOVERNANCE MATTERS13
Corporate Governance Guidelines13
Board Leadership Structure13
Executive Sessions of Non-Management Directors13
Risk Oversight Procedures14
Director Independence14
Committees of the Board15
Board and Committee Meeting Attendance17
Director Attendance at Annual Meetings of Limited Partners17
Director Nominations17
Majority Voting Policy18
Communication with the Board18
Code of Ethics19
Environmental, Social, and Governance Matters19
Procedures for Review, Approval, and Ratification of Transactions with Related Persons19
Insider Trading Policy20
EXECUTIVE COMPENSATION AND OTHER INFORMATION21
COMPENSATION DISCUSSION AND ANALYSIS21
Pay and Partnership Performance Alignment21
Compensation Best Practices21
Compensation Strategy (Objectives of our Executive Compensation Program)22
Peer Group (Demonstrating the Competitive Market for Pay)23
Key Components of our Compensation Program and Compensation Mix23

i

ELEMENTS OF THE EXECUTIVE COMPENSATION PROGRAM25
Base Salary25
Short-Term Incentive Bonuses25
Long-Term Incentives26
LTI Restricted Units28
Post-Employment and Change in Control Benefits29
Other Benefits30
Say-on-Pay and Say-on-Frequency30
Process and Procedures for Determining Executive Compensation30
OTHER COMPENSATION ITEMS32
Tax and Accounting Implications32
Clawback Policy32
Unit Ownership and Retention Guidelines32
Risk Assessment33
COMPENSATION COMMITTEE REPORT34
EXECUTIVE COMPENSATION35
Summary Compensation Table35
Grants of Plan-Based Awards for the 2024 Fiscal Year36
Outstanding Equity Awards at 2024 Fiscal Year-End37
Option Exercises and Units Vested in the 2024 Fiscal Year39
Pension Benefits and Nonqualified Deferred Compensation39
Potential Payments Upon Termination or a Change in Control39
DIRECTOR COMPENSATION45
Director Compensation Table46
CEO PAY RATIO47
PAY VERSUS PERFORMANCE48
Disclosure of Most Important Performance Measures for 2024 Fiscal Year49
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT53
PROPOSAL 2—RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM55
General55
Change in Auditor55
Audit and Other Fees56
PROPOSAL 3—NON-BINDING ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION57
PROPOSAL 4—APPROVAL OF THE BLACK STONE MINERALS, L.P. 2025 LONG-TERM INCENTIVE PLAN58
Background58
Purpose of Proposal58
Consequences of Failing to Approve the 2025 LTIP59
Historical Award Information and Equity Use59
Description of the 2025 LTIP59
U.S. Federal Income Tax Consequences63
Tax Consequences to the Partnership64
New Plan Benefits64
Securities Authorized for Issuance Under Equity Compensation Plans65
Vote Required65
AUDIT COMMITTEE REPORT66
OTHER MATTERS67
PROPOSALS AND NOMINATION OF DIRECTOR CANDIDATES FOR THE 2026 ANNUAL MEETING67
APPENDIX A Black Stone Minerals, L.P. 2025 Long-Term Incentive PlanA-1

ii

PROXY STATEMENT

FOR

ANNUAL MEETING OF LIMITED PARTNERS

Unless the context clearly indicates otherwise, references to “we,” “our,” “us,” “the Partnership,” or like terms refer to Black Stone Minerals, L.P. and its subsidiaries.

This Proxy Statement is being furnished to you in connection with the solicitation of proxies by the Board of Directors of Black Stone Minerals GP, L.L.C., our general partner (the “General Partner” and such Board of Directors, the “Board”), for use at our 2025 annual meeting of limited partners (the “Annual Meeting”) to be held on June 12, 2025, at 12:00 p.m. Central Time, and at any adjournment or postponement thereof. We will hold the Annual Meeting virtually via live webcast on the Internet athttps://web.lumiconnect.com/255252993. On or about April 30, 2025, we began mailing a Notice of Internet Availability of Proxy Materials to our unitholders of record detailing how to access the proxy materials electronically and how to submit a proxy by telephone, Internet, or mail or vote during the Annual Meeting. The Notice of Internet Availability of Proxy Materials also provides instructions on how to request and obtain paper copies of the proxy materials.

If your units are held in street name, you will receive instructions from the holder of record detailing how to direct the voting of your units. Internet and/or telephone voting will also be offered to unitholders holding units in street name.

ContentsView on SEC.gov

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