Business Context and Reporting Period
This Form 8-K Current Report was filed by Suburban Propane Partners, L.P. on April 18, 2023, regarding corporate governance actions taken at a regular meeting of the Board of Supervisors held on the same date.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The report focuses exclusively on Board composition and compensation arrangements.
Material Changes
- Board Expansion: The Board of Supervisors increased its size from seven (7) to nine (9) members, effective May 5, 2023.
- New Appointments: Ms. Amy M. Adams and Mr. Rommel M. Oates were elected to fill the two new vacancies. Their terms expire at the next Tri-Annual Meeting of Unitholders, currently planned for May 2024.
- Committee Assignments:
- Both Ms. Adams and Mr. Oates joined the Nominating/Governance Committee.
- Ms. Adams was assigned to the Compensation Committee.
- Mr. Oates was assigned to the Audit Committee.
Compensation and Governance Details
Non-employee Supervisors (excluding the Chairman) receive an annual cash compensation of $95,000 plus reimbursement for reasonable out-of-pocket expenses. Upon joining the Board, Ms. Adams and Mr. Oates were each granted restricted units under the 2018 Restricted Unit Plan with a total market value of $400,000, effective May 5, 2023. These units vest in three equal installments over three years and convert to Common Units upon vesting. The filing confirms no material related-party transactions exceeding $120,000 involving the new Supervisors since September 26, 2021.
Investor Verification Checklist
- Verify the effective date of the Board expansion (May 5, 2023) and the specific committee assignments for the new Supervisors.
- Review the attached Press Release (Exhibit 99.1) for detailed biographical backgrounds of Ms. Adams and Mr. Oates.
- Confirm the vesting schedule and conversion mechanics of the $400,000 restricted unit awards granted to the new Supervisors.
- Note that this filing contains no financial results; refer to the most recent 10-Q or 10-K for financial metrics.