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Black Stone Minerals (NYSE: BSM) unitholders approve directors, auditor and 2025 pay

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Black Stone Minerals, L.P. reported voting results from its 2026 annual meeting of limited partners held on June 11, 2026. Unitholders elected all twelve nominees to the Board of Directors of the general partner to serve until the 2027 annual meeting and until successors are elected.

Unitholders also ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026. In addition, they approved, on a non-binding advisory basis, the compensation of the general partner’s named executive officers for the fiscal year ended December 31, 2025.

Positive

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Auditor ratification votes for 133,664,053 votes Deloitte & Touche LLP for year ending December 31, 2026
Auditor ratification votes against 470,980 votes Deloitte & Touche LLP ratification
Say-on-pay votes for 73,430,230 votes 2025 executive compensation advisory approval
Say-on-pay votes against 2,962,917 votes 2025 executive compensation advisory approval
Say-on-pay broker non-votes 56,465,578 votes 2025 executive compensation advisory approval
Example director votes for 75,261,407 votes For nominee Thomas L. Carter, Jr.
Example director votes withheld 2,665,427 votes Withheld for nominee Thomas L. Carter, Jr.
non-binding advisory basis financial
"to approve, on a non-binding advisory basis, the compensation of the General Partner’s named executive officers"
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
independent registered public accounting firm financial
"to ratify the appointment of Deloitte & Touche LLP as the Partnership’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
broker non-vote financial
"Votes For | Votes Against | Votes Abstain | Broker Non-Vote 73,430,230 | 2,962,917 | 1,534,291 | 56,465,578"
annual meeting of limited partners financial
"held its 2026 annual meeting of limited partners (the “Annual Meeting”) on June 11, 2026"
emerging growth company regulatory
"Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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Understanding 8-K Material Events →
0001621434FALSE00016214342026-06-112026-06-11

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): June 11, 2026
Black Stone Minerals, L.P.

(Exact name of registrant as specified in its charter)
Delaware
001-37362
47-1846692
(State or other jurisdiction(Commission File Number)(I.R.S. Employer
of incorporation or organization) Identification No.)
 
1001 Fannin Street, Suite 2020
 
Houston,
Texas
77002
(Address of principal executive offices) (Zip code)
 
Registrant’s telephone number, including area code:

 Not Applicable
(Former name or former address, if changed since last report)

(713)
445-3200

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 classTrading Symbol(s)Name of each exchange on which registered
Common Units Representing Limited Partner Interests
BSM
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.

Black Stone Minerals, L.P. (the “Partnership”) held its 2026 annual meeting of limited partners (the “Annual Meeting”) on June 11, 2026 via live webcast for the following purposes: (1) to elect directors to the Board of Directors (the “Board”) of Black Stone Minerals GP, L.L.C., the Partnership’s general partner (the “General Partner”), each to serve until the 2027 annual meeting of limited partners and thereafter until such director’s successor shall have been duly elected and qualified, or until such director’s earlier death, resignation, or removal, (2) to ratify the appointment of Deloitte & Touche LLP as the Partnership’s independent registered public accounting firm for the year ending December 31, 2026, and (3) to approve, on a non-binding advisory basis, the compensation of the General Partner’s named executive officers for the fiscal year ended December 31, 2025.

Proposal 1 – Election of Directors

Each of the twelve nominees for director was duly elected by the Partnership’s unitholders, with votes as follows:

NomineeVotes ForVotes WithheldBroker Non-Vote
Thomas L. Carter, Jr.....................................................75,261,4072,665,42756,466,393
Fowler T. Carter...........................................................74,710,0473,217,28756,466,393
H. Taylor DeWalch......................................................75,387,3902,533,94456,466,393
Carin M. Barth.............................................................74,715,6443,215,34056,466,393
D. Mark DeWalch........................................................65,571,75212,360,91256,466,393
Anne L. Hamman.........................................................75,651,7942,575,03456,466,393
Jerry V. Kyle, Jr............................................................74,659,2703,296,71456,466,393
Michael C. Linn............................................................74,034,6143,580,52656,466,393
Ashley J. Longmaid......................................................74,528,3983,392,58656,466,393
William E. Randall.......................................................75,087,2132,833,77156,466,393
Alexander D. Stuart......................................................74,316,7763,604,20856,466,393
James W. Whitehead.....................................................74,727,1883,205,53856,455,151

Proposal 2 – Ratification of Appointment of the Partnership’s Independent Registered Public Accounting Firm

The appointment of Deloitte & Touche LLP as the Partnership’s independent registered public accounting firm for the year ending December 31, 2026 was ratified by the Partnership’s unitholders, with votes as follows:

Votes ForVotes AgainstVotes AbstainBroker Non-Vote
133,664,053470,980257,9830

Proposal 3 – Approval, on a Non-binding Advisory Basis, of the Compensation of the General Partner’s Named Executive Officers

The compensation of the General Partner’s named executive officers for the fiscal year ended December 31, 2025 was approved, on a non-binding advisory basis, by the Partnership’s unitholders, with votes as follows:

Votes ForVotes AgainstVotes AbstainBroker Non-Vote
73,430,2302,962,9171,534,29156,465,578





2

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.

 BLACK STONE MINERALS, L.P.
   
 By:Black Stone Minerals GP, L.L.C.,
its general partner
   
Date: June 16, 2026By:/s/ Steve Putman
  Steve Putman
  Senior Vice President, General Counsel, and Secretary

3

Exhibit Index
 
Exhibit Number Description
104Cover Page Interactive Data File (formatted as Inline XBRL).
4

Source: View Original Filing on SEC EDGAR

FAQ

What did Black Stone Minerals (BSM) announce from the 2026 annual meeting?

Black Stone Minerals reported the results of its 2026 annual meeting of limited partners. All twelve director nominees were elected, the external auditor was ratified for 2026, and executive compensation for 2025 was approved on a non-binding advisory basis.

Were all Black Stone Minerals director nominees elected at the 2026 meeting?

Yes, all twelve director nominees to the Board of the general partner were elected. Each will serve until the 2027 annual meeting of limited partners and until a successor is elected and qualified, or earlier death, resignation, or removal.

Which audit firm did Black Stone Minerals unitholders ratify for 2026?

Unitholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2026. The vote totaled 133,664,053 for, 470,980 against, and 257,983 abstentions, with no broker non-votes reported.

How did Black Stone Minerals unitholders vote on executive compensation?

Unitholders approved, on a non-binding advisory basis, the compensation of the general partner’s named executive officers for 2025. The vote recorded 73,430,230 votes for, 2,962,917 against, 1,534,291 abstentions, and 56,465,578 broker non-votes.

What was the purpose of Black Stone Minerals’ 2026 annual meeting?

The meeting aimed to elect directors to the Board of the general partner, ratify Deloitte & Touche LLP as auditor for 2026, and hold a non-binding advisory vote on 2025 compensation for named executive officers of the general partner.

Where and how was Black Stone Minerals’ 2026 annual meeting held?

The 2026 annual meeting of limited partners was held via live webcast on June 11, 2026. The filing lists the partnership’s principal executive offices at 1001 Fannin Street, Suite 2020, Houston, Texas 77002 as its primary corporate address.

Filing Exhibits & Attachments

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