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
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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 |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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(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. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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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 INFORMATION | 1 |
|---|---|
| Purpose of the Annual Meeting | 1 |
| Proposals to be Voted Upon at the Annual Meeting | 1 |
| Recommendation of the Board | 2 |
| Right to Vote | 2 |
| Voting Procedures | 3 |
| Attending the Annual Meeting | 4 |
| Revoking Your Proxy | 5 |
| Quorum | 5 |
| Required Votes | 5 |
| Solicitation of Proxies | 6 |
| PROPOSAL 1—ELECTION OF DIRECTORS | 7 |
| EXECUTIVE OFFICERS AND DIRECTORS | 8 |
| GOVERNANCE MATTERS | 13 |
| Corporate Governance Guidelines | 13 |
| Board Leadership Structure | 13 |
| Executive Sessions of Non-Management Directors | 13 |
| Risk Oversight Procedures | 14 |
| Director Independence | 14 |
| Committees of the Board | 15 |
| Board and Committee Meeting Attendance | 17 |
| Director Attendance at Annual Meetings of Limited Partners | 17 |
| Director Nominations | 17 |
| Majority Voting Policy | 18 |
| Communication with the Board | 18 |
| Code of Ethics | 19 |
| Environmental, Social, and Governance Matters | 19 |
| Procedures for Review, Approval, and Ratification of Transactions with Related Persons | 19 |
| Insider Trading Policy | 20 |
| EXECUTIVE COMPENSATION AND OTHER INFORMATION | 21 |
| COMPENSATION DISCUSSION AND ANALYSIS | 21 |
| Pay and Partnership Performance Alignment | 21 |
| Compensation Best Practices | 21 |
| 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 Mix | 23 |
i
| ELEMENTS OF THE EXECUTIVE COMPENSATION PROGRAM | 25 |
|---|---|
| Base Salary | 25 |
| Short-Term Incentive Bonuses | 25 |
| Long-Term Incentives | 26 |
| LTI Restricted Units | 28 |
| Post-Employment and Change in Control Benefits | 29 |
| Other Benefits | 30 |
| Say-on-Pay and Say-on-Frequency | 30 |
| Process and Procedures for Determining Executive Compensation | 30 |
| OTHER COMPENSATION ITEMS | 32 |
| Tax and Accounting Implications | 32 |
| Clawback Policy | 32 |
| Unit Ownership and Retention Guidelines | 32 |
| Risk Assessment | 33 |
| COMPENSATION COMMITTEE REPORT | 34 |
| EXECUTIVE COMPENSATION | 35 |
| Summary Compensation Table | 35 |
| Grants of Plan-Based Awards for the 2024 Fiscal Year | 36 |
| Outstanding Equity Awards at 2024 Fiscal Year-End | 37 |
| Option Exercises and Units Vested in the 2024 Fiscal Year | 39 |
| Pension Benefits and Nonqualified Deferred Compensation | 39 |
| Potential Payments Upon Termination or a Change in Control | 39 |
| DIRECTOR COMPENSATION | 45 |
| Director Compensation Table | 46 |
| CEO PAY RATIO | 47 |
| PAY VERSUS PERFORMANCE | 48 |
| Disclosure of Most Important Performance Measures for 2024 Fiscal Year | 49 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 53 |
| PROPOSAL 2—RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 55 |
| General | 55 |
| Change in Auditor | 55 |
| Audit and Other Fees | 56 |
| PROPOSAL 3—NON-BINDING ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | 57 |
| PROPOSAL 4—APPROVAL OF THE BLACK STONE MINERALS, L.P. 2025 LONG-TERM INCENTIVE PLAN | 58 |
| Background | 58 |
| Purpose of Proposal | 58 |
| Consequences of Failing to Approve the 2025 LTIP | 59 |
| Historical Award Information and Equity Use | 59 |
| Description of the 2025 LTIP | 59 |
| U.S. Federal Income Tax Consequences | 63 |
| Tax Consequences to the Partnership | 64 |
| New Plan Benefits | 64 |
| Securities Authorized for Issuance Under Equity Compensation Plans | 65 |
| Vote Required | 65 |
| AUDIT COMMITTEE REPORT | 66 |
| OTHER MATTERS | 67 |
| PROPOSALS AND NOMINATION OF DIRECTOR CANDIDATES FOR THE 2026 ANNUAL MEETING | 67 |
| APPENDIX A Black Stone Minerals, L.P. 2025 Long-Term Incentive Plan | A-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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.