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): April 28, 2020
NuStar Energy L.P.
(Exact name of registrant as specified in its charter)
19003 IH-10 West
| Delaware | 001-16417 | 74-2956831 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
San Antonio, Texas 78257
(Address of principal executive offices)
(210) 918-2000
(Registrant’s telephone number, including area code)
Not applicable
(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:
☐ 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(s) | Name of each exchange on which registered | ||
| Common units | NS | New York Stock Exchange | ||
| Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units | NSprA | New York Stock Exchange | ||
| Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units | NSprB | New York Stock Exchange | ||
| Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units | NSprC | 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.
NuStar Energy L.P. (the “Partnership”) held its 2020 Annual Meeting on April 28, 2020, with all members of the Board of Directors of the general partner of the Partnership’s general partner in attendance. As of the record date for the 2020 Annual Meeting, there were 109,179,234 common units and 23,246,650 Series D preferred units outstanding and entitled to vote together as a single class at the 2020 Annual Meeting (the “Voting Units”). A total of 116,918,552 of the Voting Units were present or represented by proxy at the 2020 Annual Meeting, representing approximately 88% of all votes entitled to be cast at the 2020 Annual Meeting. The matters submitted for a vote and the related results are as follows:
| • | Proposal No. 1 - Election of three Group II directors to serve until the 2023 annual meeting of unitholders or until their successors are elected and have been qualified. The results were as follows: |
| Class I Nominees | Votes For | Votes Withheld | Broker Non-Votes | |||
| William E. Greehey | 87,073,597 | 1,342,433 | 28,502,522 | |||
| Jelynne LeBlanc-Burley | 87,007,708 | 1,408,322 | 28,502,522 | |||
| Robert J. Munch | 86,565,825 | 1,850,205 | 28,502,522 | |||
| • | Proposal No. 2 - Ratification of the appointment of KPMG LLP as the Partnership’s independent registered public accounting firm for 2020. The results were as follows: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 115,248,529 | 817,346 | 852,677 | 0 | |||
Consistent with the foregoing votes: (1) each of William E. Greehey, Jelynne LeBlanc-Burley and Robert J. Munch has been elected as a Group II director to serve on the Board of Directors until the 2023 annual meeting of unitholders or until his or her successor is elected and has been qualified; and (2) the appointment of KPMG LLP to serve as the Partnership’s independent registered public accounting firm for 2020 has been ratified.
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.
| NUSTAR ENERGY L.P. | ||||
| By: | Riverwalk Logistics, L.P. | |||
| its general partner | ||||
| By: | NuStar GP, LLC | |||
| its general partner | ||||
| Date: April 29, 2020 | By: | /s/ Amy L. Perry | ||
| Name: | Amy L. Perry | |||
| Title: | Executive Vice President-Strategic Development and General Counsel | |||