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): December 18, 2019
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) |
(IRS Employer Identification No.) |
|
3600 Horizon Boulevard Trevose, Pennsylvania |
19053 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (215) 826-2800
(Former name or former address, if changed since last report): Not applicable
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 Class of Securities to be Registered |
Trading Symbol(s) |
Name of each exchange on which registered |
||
| Common Stock, $0.01 par value per share | STON | 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 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 18, 2019, StoneMor GP LLC (the “General Partner”), the general partner of StoneMor Partners L.P. (the “Partnership”), approved the first amendment (the “First Amendment”) to the StoneMor Amended and Restated 2019 Long-Term Incentive Plan (the “Plan”), which increased the number of common units of the Partnership reserved for delivery under the Plan by 4,500,000 common units and removed the authority of the board of directors of the General Partner to increase the number of common units of the Partnership reserved for delivery under the Plan by 100,000 common units on an annual basis. Prior to the adoption of the First Amendment, the Plan had approximately 1,600,899 common units that remained available for issuance. The First Amendment was made effective as of December 18, 2019. A description of the material terms of the Plan was included in the Partnership’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 2, 2019. In addition, the foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the First Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits:
|
Exhibit
|
Description |
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| 10.1 | First Amendment to the StoneMor Amended and Restated 2019 Long-Term Incentive Plan | |
1
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.
| STONEMOR PARTNERS L.P. | ||
| By: | StoneMor GP LLC | |
| its general partner | ||
| By: |
/s/ Austin K. So |
|
| Name: | Austin K. So | |
| Title: | SVP, CLO & Secretary | |
Date: December 19, 2019
Exhibit 10.1
FIRST AMENDMENT TO THE
STONEMOR
AMENDED AND RESTATED
2019 LONG-TERM INCENTIVE PLAN
THIS FIRST AMENDMENT (the “First Amendment”) to the StoneMor Amended and Restated 2019 Long-Term Incentive Plan, as amended from time to time (the “Plan”), has been adopted by StoneMor GP LLC, a Delaware limited liability company, the general partner (“General Partner”) of StoneMor Partners L.P., a Delaware limited partnership (the “Partnership”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Plan.
W I T N E S S E T H:
WHEREAS, the General Partner previously adopted the Plan;
WHEREAS, Section 7(a) of the Plan provides that the board of directors of the Company (the “Board”) or the Compensation, Nominating and Governance Committee of the Board may amend the Plan from time to time without the consent of any partner, Participant, other holder or beneficiary of an Award, or any other person;
WHEREAS, the Plan has approximately 1,600,899 common units of the Partnership (“Units”) remaining available for issuance and the Board now desires to amend the Plan to increase the number of Units reserved for delivery under the Plan by 4,500,000 Units and remove the authority of the Board to increase the number of Units reserved for delivery under the Plan by 100,000 Units on an annual basis; and
WHEREAS, the Board has determined that the First Amendment shall be made effective as of December 18, 2019 (the “Amendment Effective Date”).
NOW, THEREFORE, the Plan shall be amended as of the Amendment Effective Date, as set forth below:
The first sentence of Section 4(a) of the Plan is hereby deleted and replaced in its entirety with the following:
“Subject to adjustment as provided in Section 4(c) and Section 7, the number of Units that may be delivered with respect to Awards under the Plan is 8,500,000 Units, and the aggregate of all such Units shall be available for the issuance of Units upon the exercise of ISOs.”
RESOLVED FURTHER, that except as amended hereby, the Plan is specifically ratified and reaffirmed.
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