UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 16, 2022, Calumet Specialty Products Partners, L.P. (the “Partnership”) held a special meeting (the “Special Meeting”) of its unitholders. At the Special Meeting, the Partnership’s unitholders approved an amendment to the Calumet GP, LLC Amended and Restated Long-Term Incentive Plan (as so amended, the “Amended LTIP”), which had previously been approved by the Board of Directors of the Partnership’s general partner, subject to unitholder approval. The Amended LTIP increases the number of common units that may be delivered pursuant to awards under such plan by 1,400,000 common units to an aggregate of 5,283,960 common units. The material terms of the Amended LTIP are summarized in the Partnership’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on December 23, 2021.
This description of the Amended LTIP is qualified in its entirety by the full and complete terms of the Calumet GP, LLC Amended and Restated Long-Term Incentive Plan and the first amendment thereto, which are included as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated by reference into this Item 5.02.
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On February 16, 2022, the Partnership held its Special Meeting. The final results for each proposal considered at the Special Meeting are set forth below:
1. | Proposal to approve an amendment to the Calumet GP, LLC Amended and Restated Long-Term Incentive Plan to increase the number of common units that may be delivered pursuant to awards under such plan by 1,400,000 common units to an aggregate of 5,283,960 common units. |
Number of Units | ||||
For |
44,728,811 | |||
Against |
2,115,629 | |||
Abstain |
117,596 | |||
Broker Non-Votes |
— |
2. | Proposal to approve the adjournment of the Special Meeting to a later date or dates, if deemed necessary or appropriate by the Partnership’s general partner, to solicit additional proxies if there were not sufficient votes at the time of the Special Meeting to approve Proposal 1. |
Number of Units | ||||
For |
45,349,090 | |||
Against |
1,490,743 | |||
Abstain |
122,203 | |||
Broker Non-Votes |
— |
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit |
Description | |
10.1 | Calumet GP, LLC Amended and Restated Long-Term Incentive Plan, effective as of December 10, 2015 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on December 11, 2015 (File No. 000-51734)). | |
10.2* | First Amendment to the Calumet GP, LLC Amended and Restated Long-Term Incentive Plan | |
104 | Cover Page Interactive Data File- the cover page XBRL tags are embedded within the Inline XBRL document. |
* | Filed herewith. |
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.
CALUMET SPECIALTY PRODUCTS PARTNERS, L.P. | ||||||
By: | CALUMET GP, LLC, its General Partner | |||||
February 22, 2022 | By: | /s/ L. Todd Borgmann | ||||
Name: | L. Todd Borgmann | |||||
Title: | Executive Vice President and Chief Financial Officer |