8-K

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)

April 18, 2023

Commission File Number: 1-14222

SUBURBAN PROPANE PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

Delaware	22-3410353
(State or Other Jurisdiction	(IRS Employer
of Incorporation)	Identification No.)

240 Route 10 West

Whippany, New Jersey 07981

(973) 887-5300

(Registrant’s telephone number, including area code)

N/A

(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 (see General Instruction A.2. below):

☐	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	Trading Symbol	Name of exchange on which registered
Common Units	SPH	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

(d) At its regular meeting on April 18, 2023, the Board of Supervisors (the “Board”) of Suburban Propane Partners, L.P. (the “Partnership”), pursuant to authority granted to the Board under the Partnership’s Third Amended and Restated Agreement of Limited Partnership, as amended (the “Partnership Agreement”), and acting on the recommendation of the Board’s Nominating/Governance Committee, increased the size of the Board from seven (7) Supervisors to nine (9) Supervisors, effective as of May 5, 2023. At that same meeting, and again pursuant to authority granted to the Board under the Partnership Agreement and in accordance with the recommendation of its Nominating/Governance Committee, the Board elected Ms. Amy M. Adams and Mr. Rommel M. Oates to fill the two vacancies on the Board following the increase in the size of the Board, effective as of May 5, 2023. Ms. Adams and Mr. Oates were each elected for a term due to expire at the next Tri-Annual Meeting of Unitholders of the Partnership, currently planned for May 2024. A copy of the Partnership’s Press Release, dated April 24, 2023, announcing the elections of Ms. Adams and Mr. Oates and describing their backgrounds, has been furnished as Exhibit 99.1 to this Current Report.

There is no arrangement or understanding between either Ms. Adams or Mr. Oates, on the one hand, and any other persons, pursuant to which either such newly-elected Supervisor was elected to the Board.

Ms. Adams and Mr. Oates have both been assigned to serve as members of the Board’s Nominating/Governance Committee. Ms. Adams will also serve as a member of the Board’s Compensation Committee. Mr. Oates will also serve as a member of the Board’s Audit Committee.

There are no transactions, since the beginning of the Partnership's last fiscal year (September 26, 2021), or any currently proposed transaction, in which the Partnership was or is to be a participant and the amount involved exceeds $120,000, and in which either Ms. Adams or Mr. Oates, or any immediate family member of either of them, had or will have a direct or indirect material interest.

Pursuant to the Partnership’s policies regarding Supervisor compensation, non-employee Supervisors, other than the Chairman of the Board, currently receive annual compensation of $95,000 from the Partnership for their service as Supervisors, and are reimbursed for their reasonable out-of-pocket expenses incurred in connection with attending meetings of the Board. In addition, commensurate with Ms. Adams and Mr. Oates joining the Board, the Compensation Committee of the Board has granted to each of Ms. Adams and Mr. Oates an award of restricted units under the Partnership’s 2018 Restricted Unit Plan (the “Plan”) that will each have a market value of $400,000 effective as of May 5, 2023 (the number of restricted units granted on May 5, 2023 will be calculated by dividing the market value of the restricted units granted by the average of the closing prices on the New York Stock Exchange of one Common Unit of the Partnership for the 20 trading days prior to May 5, 2023). Such restricted units will vest over time, with one-third of the restricted units vesting on each of the first three anniversaries of May 5, 2023. Upon vesting, restricted units are automatically converted into Common Units of the Partnership.

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

99.1	Press Release of Suburban Propane Partners, L.P. dated April 24, 2023, announcing the election of Amy M. Adams and Rommel M. Oates to its Board of Supervisors.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

April 24, 2023	SUBURBAN PROPANE PARTNERS, L.P.
	By:	/s/ BRYON KOEPKE
	Name:	Bryon L. Koepke
	Title:	Vice President, General Counsel & Secretary

EX-99

Exhibit 99.1

 

Contact: Ms. Sarah Cox-Stewart	Ms. Nandini Sankara
Regan Communications Group	Spokesperson, Suburban Propane
617-763-6728	973-503-9082
scox@regancomm.com	PR@suburbanpropane.com

____________________________________________________________________________________

FOR IMMEDIATE RELEASE

Suburban Propane Partners Appoints Amy M. Adams and Rommel M. Oates to an Expanded Board of Supervisors

Whippany, NJ – April 24, 2023 — Suburban Propane Partners, L.P. (NYSE: SPH), a nationwide distributor of propane, renewable propane, renewable natural gas, fuel oil and related products and services, as well as a marketer of natural gas and electricity and investor in low carbon fuel alternatives, today announced that, at its regular meeting held on April 18, 2023, the Partnership's Board of Supervisors unanimously approved an increase in the number of independent members of the Board of Supervisors from seven to nine, and elected Amy M. Adams and Rommel M. Oates to fill the two vacancies following the increase in the size of the Board. Both actions are effective as of May 5, 2023.

Ms. Adams and Mr. Oates were each elected for a term due to expire at the next Tri-Annual Meeting of Unitholders of the Partnership, currently planned for May 2024. At that meeting, under the current Partnership Agreement, all Supervisors will be elected by the Partnership's Common Unitholders.

Ms. Adams brings to the Board an extensive background in emerging energy solutions, including hydrogen fuel cell and electrolyzer technologies, and strategic growth and market development initiatives. Ms. Adams recently transitioned to Vice President of Government Partnerships and Funding at Cummins Inc., focused on private-public collaboration building in the zero emissions space. For the past three and a half years, she led hydrogen technology innovation as Vice President of Fuel Cell and Hydrogen Technologies at Cummins, building critical zero emission technical capabilities and partnerships to advance the green hydrogen economy globally and accelerate technology adoption. Under her leadership, the Fuel Cell and Hydrogen Technologies business achieved many global hydrogen technology “firsts,” expanded its footprint and capabilities across the world, and forged cutting edge partnerships with industry leading OEMs and energy companies. An engineer by trade, Ms. Adams has led several other global businesses since joining Cummins in 1995; including launching a new generation of emission solutions and identifying and penetrating target growth segments in Cummins’ European markets. Since 2021, Ms. Adams has served as Co-Chair of the Management Board of the Hydrogen Council, a global CEO-led initiative aimed at fostering the clean energy transition. She is also passionate about

nurturing the next generation of female leaders and innovators, and serves as a National Board Member for Girls Inc., a nonprofit that encourages and mentors young women as they work to navigate economic, gender and social barriers.

Mr. Oates brings to the Board a deep understanding of energy markets, renewable energy solutions, and over two decades of experience in hydrogen commercial and technical market development. Mr. Oates founded and serves as the Chairman and Chief Executive Officer of Oates Energy Solutions LLC, a privately-owned energy and technology value creation services company, and is Chief Executive Officer of Refinery Calculator Inc., which is a global refining, energy, chemicals, emissions and hydrogen market intelligence cloud-based software platform. From 2015 to 2018, Mr. Oates served True North Venture Partners (an Ahearn, Walton, Cox family limited partnership entity) in several executive leadership roles in sales, marketing and commercial development; including for one of their portfolio companies, Aquahydrex Pty Ltd. Prior to 2015, Mr. Oates held several leadership positions at Praxair Inc. (now Linde PLC) since joining the company in 2003, most recently as Global Director of Hydrogen and Carbon Monoxide product management, where he was accountable for the overall profitability management functions for large-scale hydrogen pipeline and storage assets, as well as carbon monoxide, liquid methane, methanol and formalin business units. Mr. Oates currently serves as an independent director and member of the Nominating, Governance and Sustainability Committee of the Board of Directors for Summit Midstream Partners, LP, which owns, develops and operates midstream energy infrastructure assets in the continental United States. Since 2014, Mr. Oates has also served as a board member for the International Association of Hydrogen Energy and he is the inventor of 16+ hydrogen technology, purification and storage patents.

In announcing these new appointments, Chairman of the Partnership's Board of Supervisors, Matthew J. Chanin, said, “We are extremely pleased to welcome Amy Adams and Rommel Oates to Suburban’s Board of Supervisors. Their collective expertise and leadership in renewable energy alternatives, and hydrogen markets, will be a tremendous asset to the Board and management as the Partnership continues to invest in the energy transition through the buildout of a renewable energy platform. Amy and Rommel bring complementary experience in renewable energy markets, both from the perspective of production and distribution, and through to the end-use applications.”

About Suburban Propane Partners, L.P.

Suburban Propane Partners, L.P. is a publicly traded master limited partnership listed on the New York Stock Exchange under the ticker symbol SPH. Headquartered in Whippany, New Jersey, Suburban has been in the customer service business since 1928 and is a nationwide distributor of propane, renewable energy and related products and services, as well as a marketer of natural gas and electricity and an investor in low carbon alternatives. The Partnership serves the energy needs of approximately 1 million residential, commercial, governmental, industrial and agricultural customers through approximately 700 locations across 42 states. The Partnership is supported by three core pillars: (1) Suburban Commitment – showcasing the Partnership's nearly 95-year legacy, and ongoing commitment to the highest standards for dependability, flexibility, and reliability that underscores the Partnership's commitment to excellence in customer service; (2) SuburbanCares – highlighting the Partnership's continued dedication to giving back to local communities across the Partnership's national footprint and (3) Go Green with Suburban Propane - promoting the clean burning and versatile nature of propane and renewable propane as a

solution to a green energy future and its commitment to investing in and developing the next generation of renewable energy. For additional information on Suburban Propane, please visit www.suburbanpropane.com.

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Entity Registrant Name	SUBURBAN PROPANE PARTNERS LP
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Security 12b Title	Common Units
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Entity Emerging Growth Company	false