In addition, any other matters that properly come before the Annual Meeting or any
adjournments or postponements thereof will be considered. Management is not presently aware of any other business to properly come before the Annual Meeting.
Recommendation of the Board
The Board recommends that you vote
FOR ALL
the director nominees to the Board of the General Partner set forth in
this Proxy Statement (Proposal 1),
FOR
the ratification of the appointment of Ernst & Young as our independent registered public accounting firm for the year ending December 31, 2019 (Proposal 2), and
FOR
the approval, on a
non-binding
advisory basis, of the compensation of our named executive officers for the year ended December 31, 2018 (Proposal 3).
Right to Vote
Pursuant to the First Amended and Restated Agreement of Limited Partnership of Black Stone Minerals, L.P., dated May 6, 2015, as amended
(the Partnership Agreement), only holders of common units, subordinated units, and preferred units on the Record Date (as defined below) are entitled to notice of, and to vote at, the Annual Meeting. Such unitholders will vote together
as a single class. Holders of common units and subordinated units are entitled to one vote per unit at the Annual Meeting, and holders of preferred units are entitled to vote their preferred units on an
as-converted
basis.
If any person or group (other than the limited partners of BSMC
prior to the IPO; their transferees; persons who acquired their units with the prior approval of the Board of the General Partner; holders of Series B preferred units in connection with any vote, consent, or approval of the Series B preferred units
as a separate class; and persons who own 15% or more of any class as a result of any redemption or purchase of any other persons units or similar action by us or any conversion of the Series B preferred units at our option) beneficially owns
15% or more of any class of common units, subordinated units, or preferred units as of the Record Date, that person or group will not be entitled to notice of, and to vote at, the Annual Meeting.
In addition, solely with respect to the election of directors, the Partnership Agreement provides that we and the General Partner are not
entitled to vote our units, if any, and such units will not be counted when calculating the required votes for the election of directors and will not be deemed outstanding for purposes of determining a quorum for the Annual Meeting. These units will
not be treated as a separate class of partnership securities for purposes of the Partnership Agreement.
The Board has fixed the close of
business on April 18, 2019 as the record date (the Record Date) for the determination of unitholders entitled to notice of, and to vote at, the Annual Meeting. As of close of business on the Record Date, there were, outstanding and
entitled to vote, 109,382,957 common units held by 447 holders of record, 96,328,836 subordinated units held by 949 holders of record, and 14,711,219 Series B preferred units held by 1 holder of record (representing 14,711,219 common units on an
as-converted
basis). In the aggregate, as of the Record Date, there were outstanding and entitled to vote 220,423,012 units.
A list of holders of record as of the Record Date will be available for inspection during ordinary business hours at our offices located at
1001 Fannin Street, Suite 2020, Houston, Texas, 77002 from April 25, 2019 to the date of our Annual Meeting. A copy of this list will be provided to you at no charge upon written request to Investor Relations at Black Stone Minerals, L.P. at
the above listed address. The list will also be available for inspection by any unitholder present at the Annual Meeting.
Units held in
nominee or street name account will be voted by the broker or other nominee in accordance with the instruction of the beneficial owner unless the arrangement between the beneficial owner and his nominee provides otherwise.
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