StoneMor Partners L.P. (NYSE:STON) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Retirement of Lawrence Miller
On March27, 2017, Lawrence Miller informed StoneMor GP LLC
(StoneMor GP), the general partner of StoneMor Partners L.P. (the
Partnership), that he will retire and step down as Chairman,
President, Chief Executive Officer and Assistant Secretary of
StoneMor GP effective as of the earlier of (i)August31, 2017 or
(ii)the date on which Mr.Millers successor commences employment
with StoneMor GP (the Effective Date).
In connection with Mr.Millers retirement, StoneMor GP and
Mr.Miller entered into a Separation Agreement and General Release
(the Agreement). The Agreement provides, among other things, that
StoneMor GP will appoint Mr.Miller as Vice Chairman of the Board
of Directors of StoneMor GP (the Board) for the period commencing
on the Effective Date through the end of the period of time in
which Mr.Miller is eligible to receive Separation Benefits as
defined below (the Severance Period). Following the expiration of
the Severance Period, Mr.Millers continued service as a director
of StoneMor GP will be subject to the discretion of its sole
member, and Mr.Miller has agreed to resign as a director of
StoneMor GP following such expiration if requested by the
Chairman of StoneMor GP.
The Agreement also provides that, during the Severance Period,
StoneMor GP will engage Mr.Miller as a consultant and that, in
such capacity, his duties will include, but not be limited to the
following (the Consulting Services): (i)advising the Board and
management of StoneMor GP with respect to lobbying and other
efforts to oppose legislative initiatives in Pennsylvania seeking
to restrict preneed sales and preneed delivery of cemetery
merchandise and services; (ii)advising StoneMor GPs management
and the Executive Committee of the Board on the conversion of
cemetery preneed merchandise-and-services trust funds into
fully-paid life insurance securing the obligations to deliver
merchandise to and perform services for the purchasers thereof;
(iii)working with StoneMor GPs management to generally serve as
an ambassador for StoneMor GP within the death care industry; and
(iv)continuing to be StoneMor GPs liaison to the Archdiocese of
Philadelphia. StoneMor GP and Mr.Miller intend that the amount of
Consulting Services performed by Mr.Miller will be an average of
eight hours per week, and will, in all events be less than 20% of
the average level of services provided by Mr.Miller during the
36-month period immediately preceding the cessation of Mr.Millers
employment with StoneMor GP.
In addition, the Agreement provides, among other things, that
Mr.Miller will be entitled to the compensation and benefits set
forth in Section6.02(d) of the Amended and Restated Employment
Agreement between Mr.Miller and StoneMor GP, with an effective
date of January1, 2013, which include the following (the
Separation Benefits): (i)base salary earned but not paid prior to
the Effective Date; (ii)payment for all accrued but unused
vacation time up to the Effective Date; (iii)payment of any
earned bonus that was deferred; (iv)any bonus payable to any
bonus program, to the extent already earned but not paid in the
fiscal year ending December31, 2017; (v)an amount equal to
Mr.Millers base salary in effect on the Effective Date,
multiplied by a factor of 2.50, which amount is payable in
accordance with the regular payroll practices of StoneMor GP in
equal installments over two and one-half years, unless Mr.
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Miller is a specified employee (within the meaning of Section409A
of the Internal Revenue Code, as amended, and to the methodology
adopted by StoneMor GP) as of his termination of employment, in
which case such amount shall commence to be paid within 60 days
following the end of the six month period that begins on the date
of Mr.Millers termination of employment; (vi)immediate vesting of
and lapsing of restrictions on all unvested stock awards;
(vii)continued participation in StoneMor GPs medical, dental,
hospitalization and life insurance plans, programs and/or
arrangements in which Mr.Miller was participating on the
Effective Date until the earliest of (x)two years, (y)the date
Mr.Miller receives substantially equivalent coverage under the
plans, programs and/or arrangements of a subsequent employer or
(z)the date on which such plans are terminated, provided, however
that if such coverage is not allowed under StoneMor GPs plans,
Mr.Miller is entitled to a lump sum payment, less contributions,
in an amount equal to the amount that StoneMor GP would have
spent on Mr.Millers premiums for the same period, based on the
then-applicable premiums; and (viii)such additional benefits as
may be provided under existing plans and programs of StoneMor GP
(other than severance payments payable under any benefit plan).
The Agreement also includes provisions in the event Mr.Millers
employment is terminated prior to the Effective Date. In exchange
for the Separation Benefits, Mr.Miller agreed to remain employed
with StoneMor GP through the Effective Date and agreed to a
customary release and discharge of StoneMor GP, the Partnership
and each of the other Releasees (as defined in the Agreement)
from certain employment-related and other claims, liabilities and
causes of action, whether known or unknown. The Agreement also
contains other terms and conditions customary for an agreement of
this nature.
The foregoing summary of the Agreement is not intended to be
complete and is qualified in its entirety by reference to the
Agreement attached hereto as Exhibit 10.1 and incorporated by
reference herein.
Resignation of William Shane
On March27, 2017, William Shane resigned as a director of
StoneMor GP effective as of StoneMor GPs next quarterly Board
meeting currently scheduled for May 2017.
| Item7.01 | Regulation FD Disclosure. |
On March28, 2017, the Partnership issued a press release
announcing Mr.Millers retirement and certain other matters. A
copy of the press release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by
reference.
The information in this Item7.01, including Exhibit 99.1
incorporated by reference herein, is being furnished and shall
not be deemed to be filed for the purposes of Section18 of the
Securities Exchange Act of 1934, as amended (the Exchange Act),
or otherwise subject to the liabilities of that Section, nor
shall it be incorporated by reference into any filing made by the
Partnership to the Securities Act of 1933, as amended (the
Securities Act), or the Exchange Act, other than to the extent
that such filing incorporates any or all of such information by
express reference thereto.
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| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
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Exhibit Number |
Description |
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| 10.1 |
Separation Agreement and General Release, dated as of March27, 2017, by and between StoneMor GP LLC and Lawrence Miller. * |
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| 99.1 |
Press Release dated March28, 2017 announcing Lawrence Millers retirement. ** |
| * | Filed herewith. |
| ** | Furnished herewith. |
Cautionary Note Regarding Forward-Looking
Statements
Certain statements contained in this Current Report on Form 8-K,
including, but not limited to, statements concerning Mr.Millers
retirement and future payments, the expectation that Mr.Miller
will serve as Vice Chairman of the Board and as a consultant to
StoneMor GP, Mr.Millers duties under the Separation Agreement as
a consultant to StoneMor GP, and Mr.Shanes resignation are
forward-looking statements within the meaning of Section27A of
the Securities Act and Section21E of the Exchange Act. Generally,
the words believe, may, will, estimate, continue, anticipate,
intend, project, expect, predict and similar expressions identify
these forward-looking statements. These statements are based on
managements current expectations and estimates. These statements
are neither promises nor guarantees and are made subject to risks
and uncertainties that could cause actual results to differ
materially from those stated or implied by the forward-looking
statements, including, without limitation, risks relating to the
following: the Partnerships ability to identify a suitable
successor to Mr.Miller prior to the Effective Date, or at all;
and Mr.Millers ability or willingness to continue serving as a
director of and adviser to StoneMor GP following his retirement.
Except as required under applicable law, the Partnership assumes
no obligation to update or revise any forward-looking statements
made herein or any other forward-looking statements made by it,
whether as a result of new information, future events or
otherwise.
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About StoneMor Partners L.P. (NYSE:STON)
StoneMor Partners L.P. owns and operates cemeteries and funeral homes. The Company operates through two segments: Cemetery Operations and Funeral Homes. Its Cemetery Operations segment sells interment rights, caskets, burial vaults, cremation niches, markers and other cemetery related merchandise. Its Funeral Homes segment offers a range of services, including family consultation, final expense insurance products, the removal and preparation of remains, provision of caskets and related funeral merchandise, the use of funeral home facilities for visitation, worship and performance of funeral services, and transportation services. It sells cemetery products and services both at the time of death, which it refers to as at-need, and prior to the time of death, which it refers to as pre-need. It operates approximately 310 cemeteries in over 30 states and Puerto Rico, and approximately 100 funeral homes in over 20 states and Puerto Rico. StoneMor Partners L.P. (NYSE:STON) Recent Trading Information
StoneMor Partners L.P. (NYSE:STON) closed its last trading session down -0.33 at 8.91 with 329,711 shares trading hands.