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): October 8, 2018

 

 

StoneMor Partners L.P.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-32270   80-0103159

(State or other jurisdiction

of incorporation)

 

(Commission

file number)

 

(I.R.S. Employer

Identification No.)

 

3600 Horizon Boulevard

Trevose, PA

  19053
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (215) 826-2800

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))

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Extension of Interim Strategic Executive

On October 8, 2018, StoneMor GP LLC (“StoneMor GP”), the general partner of StoneMor Partners L.P. (the “Partnership”), and Leo J. Pound modified the terms of the Agreement dated July 26, 2018 pursuant to which he serves as Interim Strategic Executive of StoneMor GP by extending the term of his service in such capacity through October 31, 2018. StoneMor GP also delegated to Joseph M. Redling, its President and Chief Executive Officer, the authority to extend such term for one additional month. During such additional period of service as Interim Strategic Executive, Mr. Pound will continue to receive a monthly fee of $50,000. Mr. Pound will defer his return to the Audit Committee of the Board of Directors of StoneMor GP until his service as Interim Strategic Executive ceases.

A summary of the oral agreement between Mr. Pound and StoneMor GP with respect to extension of the term of his service as Interim Strategic Executive of StoneMor GP is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Matters Pertaining to Lawrence Miller

On October 12, 2018, the Partnership and Lawrence Miller entered into a letter agreement (the “Agreement”) that resolved the number of units that vested upon Mr. Miller’s retirement as President and Chief Executive Officer in May 2017 pursuant to awards made under the Partnership’s 2014 Long-Term Incentive Plan (the “Plan”). The parties agreed that a total of 22,644 time-based units and 63,836 performance-based units vested under such awards in accordance with the terms of the Separation Agreement dated March 27, 2017 between Mr. Miller and StoneMor GP. The parties also agreed that a total of $340,751.40 will be paid to Mr. Miller pursuant to distribution equivalent rights with respect to those units.

In connection with entering into the Agreement, Mr. Miller resigned as a director of StoneMor GP. The Partnership will pay Mr. Miller the distribution equivalent rights within five business days, and will issue the vested units within five business days after it has filed all reports it is required to file under the Securities Exchange Act of 1934, as amended. The Agreement also included a customary release by Mr. Miller of any further claims with respect to the Plan, including the referenced awards, and any right to appoint a “Founder Director” under the terms of StoneMor GP’s Second Amended and Restated Limited Liability Company Agreement, as amended.

The foregoing summary of the Agreement is not intended to be complete and is qualified in its entirety by reference thereto, a copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein.

 

2

Item 9.01

Financial Statements and Exhibits

 

(d)

Exhibits.

 

Exhibit
Number

  

Description

10.1    Summary of Oral Agreement between StoneMor GP LLC and Leo J. Pound. 
10.2    Letter Agreement dated October 12, 2018 between StoneMor Partners L.P. and Lawrence Miller.

 

3

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.

 

Date: October 12, 2018     STONEMOR PARTNERS L.P.
    By:  

StoneMor GP LLC

its general partner

    By:   /s/ Austin K. So
     

Austin K. So

     

General Counsel, Chief Legal Officer & Secretary

EXHIBIT 10.1

Summary of Oral Agreement

between

StoneMor GP LLC and Leo J. Pound

On October 8, 2018, StoneMor GP LLC (“ StoneMor GP ”) and Leo J. Pound agreed to modify the terms of the Agreement dated July 26, 2018 pursuant to which Mr. Pound serves as Interim Strategic Executive of StoneMor GP by extending the term of his service in such capacity through October 31, 2018, and by agreeing that Joseph M. Redling, the President and Chief Executive Officer of StoneMor GP, had the authority on behalf of StoneMor GP to further extend such term for one additional month. During such additional period of service as Interim Strategic Executive, Mr. Pound will receive a monthly fee of $50,000.

Exhibit 10.2

 

LOGO

October 11, 2018

Lawrence Miller

1706 Rittenhouse Street, Apt. 801

Philadelphia, PA 19103

Dear Larry:

In connection with your retirement from the Board of Directors of StoneMor GP, LLC (the “General Partner”), and conditioned thereupon, this Letter Agreement (“Agreement”) sets forth the terms on which you and StoneMor Partners, L.P. (the “Partnership”) have agreed to resolve certain matters relating to your awards of time-based and performance-based units granted December 31, 2015 and July 5, 2016 (collectively, the “Awards”) under the Partnership’s 2014 Long-Term Incentive Plan (the “Plan”).

We have agreed that an aggregate of 22,644 previously unvested time-based units under the Awards (the “TVUs”) became vested on May 17, 2017, the date of your retirement as President and Chief Executive Officer of the General Partner (the “Separation Date”). We have also agreed that an aggregate of 63,836 previously unvested performance-based units under the Awards (the “PVUs” and, collectively with the TVUs, the “Vested Units”) became vested on the Separation Date. Finally, we have agreed that there is an aggregate of $340,751.40 in accrued distribution equivalent rights with respect to the Vested Units that is due to you (the “DER Payment”).

Within five (5) business days after you have submitted your written resignation as a director of the General Partner, we will pay you the DER Payment. Thereafter, within five (5) business days after the Partnership has filed all of its required reports under the Securities Exchange Act of 1934, it will issue the Vested Units to you.

Contingent upon the Partnership’s complete and timely performance of its obligations set forth herein, you hereby release, waive and extinguish all claims or causes of action of any kind against the Partnership and the General Partner, and their respective owners, directors, officers, employees, attorneys and agents, accruing through the execution of this Agreement and in any way relating to the Awards or the Plan or to your right to appoint a “Founder Director” to the General Partner’s Board of Directors under the General Partner’s Second Amended and Restated Limited Liability Company Agreement dated May 21, 2014, as amended. This release shall not extend to, or operate as a release of, any claims for breach of this Agreement or any rights, interests or claims not specifically described in the preceding sentence.

We agree that, except with respect to your resignation as a director and waiver of any further right to appoint a Founder Director, the terms of the Separation Agreement dated March 27, 2017 between you and the General Partner (the “Separation Agreement”) shall remain in full force and effect.

 

3600 Horizon Boulevard, Suite 100 – Trevose, PA 19053

Tel: 215.826.2800

If the foregoing accurately represents our agreement, please so indicated by signing where indicated below and returning one fully executed copy to my attention.

 

Sincerely,
/s/ Austin K. So
Austin K. So
General Counsel, Chief Legal Officer & Secretary

Accepted and Agreed to this

12 day of October, 2018:

/s/ Lawrence Miller
Lawrence Miller