Form 8-K - Current report

false0001005210SUBURBAN PROPANE PARTNERS LP00010052102024-05-212024-05-21

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

May 21, 2024

Commission File Number: 1-14222

SUBURBAN PROPANE PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

Delaware		22-3410353
(State or Other Jurisdiction		(IRS Employer
of Incorporation)		Identification No.)

 

240 Route 10 West

Whippany, New Jersey 07981

(Address of principal executive offices, including zip code)

 

[phone]

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of exchange on which registered
Common Units	SPH	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

---

ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On May 21, 2024, Suburban Propane Partners, L.P. (the “Partnership”) held its regular Tri-Annual Meeting (the “Meeting”) of its limited partners (“Unitholders”).

 

At the Meeting, the Unitholders re-elected to the Board of Supervisors, for a three-year term, all eight nominees proposed by the Board:

 

Nominee	For	Withheld
Amy M. Adams	29,781,264	735,988
Matthew J. Chanin	29,527,774	989,478
Terence J. Connors	29,728,369	788,883
William M. Landuyt	29,803,998	713,254
Harold R. Logan, Jr.	29,483,910	1,033,342
Rommel M. Oates	29,816,080	701,172
Michael A. Stivala	29,655,098	862,154
Jane Swift	29,499,215	1,018,037

 

At the Meeting, the Unitholders also approved the following proposals:

 

The ratification of the appointment of PricewaterhouseCoopers LLP as the Partnership’s independent registered public accounting firm for the Partnership’s 2024 fiscal year:

 

For	Against	Abstain	Broker Non-Votes
49,264,839	799,903	353,489	-0-

 

The approval of the Partnership’s Amended and Restated 2018 Restricted Unit Plan:

 

For	Against	Abstain	Broker Non-Votes
27,773,159	2,264,711	479,382	19,900,979

 

The approval of an advisory resolution approving executive compensation (commonly referred to as “Say-on-Pay”):

 

For	Against	Abstain	Broker Non-Votes
28,169,102	1,699,005	649,145	19,900,979

 

Because the Partnership’s partnership agreement provides for Tri-Annual Meetings of the Unitholders (once every three years), no proposal regarding the frequency of Say-on-Pay resolutions was presented to the Unitholders at the Meeting. The Partnership will, for so long as required by applicable law, include a Say-on-Pay proposal at each Tri-Annual Meeting.

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

99.1		Press Release of Suburban Propane Partners, L.P. dated May 22, 2024 setting forth results of voting at Meeting.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

May 22, 2024		SUBURBAN PROPANE PARTNERS, L.P.
		By:		/s/ BRYON KOEPKE
		Name:		Bryon Koepke
		Title:		Vice President, General Counsel & Secretary

 

---

 

Exhibit 99.1

 

	News Release Contact: Michael A. Kuglin Chief Financial Officer P.O. Box 206, Whippany, NJ 07981-0206 Phone: [phone]

 

FOR IMMEDIATE RELEASE

 

 

Suburban Propane Partners, L.P. Announces Results

from Tri-Annual Meeting of Unitholders

 

Whippany, New Jersey, May 22, 2024 -- Suburban Propane Partners, L.P. (NYSE:SPH), today announced the results from its 2024 Tri-Annual Meeting of Unitholders held on May 21, 2024.

 

At the meeting, the Unitholders re-elected to the Board of Supervisors, for a three-year term, all eight nominees proposed by the Board:

 

Nominee

Matthew J. Chanin

Harold R. Logan, Jr.

Jane Swift

Terence J. Connors

William M. Landuyt

Amy M. Adams

Rommel M. Oates

Michael A. Stivala

At the meeting, the Unitholders also approved: (1) the ratification of the appointment of PricewaterhouseCoopers LLP as the Partnership’s independent registered public accounting firm for the Partnership’s 2024 fiscal year; (2) the Partnership’s Amended and Restated 2018 Restricted Unit Plan authorizing the issuance of up to an additional 2,650,000 common units pursuant to awards granted under that Plan; and (3) an advisory amendment resolution approving executive compensation (commonly referred to as “Say-on-Pay”).

 

Because the Partnership’s agreement of limited partners provides for Tri-Annual Meetings of the Unitholders (once every three years), no proposal regarding the frequency of Say-on-Pay resolutions was presented to the Unitholders at the meeting. The Partnership will, for so long as required by applicable law, include a Say-on-Pay proposal at each Tri-Annual Meeting.

 

A detailed report of Unitholder voting results at the Partnership’s 2024 Tri-Annual Meeting of Unitholders can be found on Suburban Propane’s website at http://suburbanpropane.com/triannual or in the Current Report on Form 8-K that the Partnership is filing with the Securities and Exchange Commission.

About Suburban Propane Partners, L.P.

Suburban Propane Partners, L.P. (“Suburban Propane”) is a publicly traded master limited partnership listed on the New York Stock Exchange. Headquartered in Whippany, New Jersey, Suburban Propane has been in the customer service business since 1928 and is a nationwide distributor of propane, renewable propane,

---

 

renewable natural gas (“RNG”), fuel oil and related products and services, as well as a marketer of natural gas and electricity and producer of and investor in low carbon fuel alternatives, servicing the energy needs of approximately 1 million residential, commercial, governmental, industrial and agricultural customers through approximately 700 locations across 42 states. Suburban Propane is supported by three core pillars: (1) Suburban Commitment – showcasing Suburban Propane’s 95-year legacy, and ongoing commitment to the highest standards for dependability, flexibility, and reliability that underscores Suburban Propane’s commitment to excellence in customer service; (2) SuburbanCares – highlighting continued dedication to giving back to local communities across Suburban Propane’s national footprint; and (3) Go Green with Suburban Propane – promoting the clean burning and versatile nature of propane and renewable propane as a bridge to a green energy future and investing in the next generation of innovative, renewable energy alternatives. For additional information on Suburban Propane, please visit www.suburbanpropane.com.

# # #

---

Document and Entity Information	May 21, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001005210
Document Type	8-K
Document Period End Date	May 21, 2024
Entity Registrant Name	SUBURBAN PROPANE PARTNERS LP
Entity Incorporation State Country Code	DE
Entity File Number	1-14222
Entity Tax Identification Number	22-3410353
Entity Address, Address Line One	240 Route 10 West
Entity Address, City or Town	Whippany
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07981(Address of principal executive offices, including zip code)
City Area Code	(973)
Local Phone Number	887-5300
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Units
Trading Symbol	SPH
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

---