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
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 6, 2017, StoneMor GP LLC (“StoneMor GP”), the general partner of StoneMor Partners L.P. (the “Partnership”), appointed David Sheaffer as Vice President of Accounting, in which capacity he will serve as the principal accounting officer of StoneMor GP, effective immediately. Concurrently with Mr. Sheaffer’s appointment, Mark Miller ceased to serve as StoneMor GP’s principal accounting officer. Mr. Miller will continue to serve as Chief Financial Officer and Senior Vice President of StoneMor GP and as its principal financial officer.

Mr. Sheaffer, age 56, served as Chief Financial Officer from October 2015 until joining StoneMor GP for two affiliated privately held companies, PMI Lubricants, LLC, a distributor of industrial and commercial lubricants, and Synergy Environmental Inc., an environmental consulting firm. He was Chief Accounting Officer of the General Partner of Cross America Partners LP (“CAPL”), a wholesale distributor of motor fuels and owner of real estate engaged in the distribution of motor fuels, from June 2013 until the sale of its General Partner to CST Brands Inc. in October 2015. From November 2012 until June 2013, he was Director of Financial Reporting for the General Partner of CAPL. Mr. Sheaffer was Senior Manager of Financial Reporting for Graham Packaging Company, Inc., a publicly traded, specialty-packaging company, from June 2008 to November 2012 and was Senior Manager of Technical Accounting and Financial Reporting for Rite Aid Corporation, a publicly traded, pharmacy-retail chain, from March 2005 to June 2008. Mr. Sheaffer also has more than nine years of experience with public accounting firms. He holds a Bachelor of Science degree in Accounting from Elizabethtown College and is a Certified Public Accountant.

In connection with Mr. Sheaffer’s appointment as Vice President of Accounting, StoneMor GP and Mr. Sheaffer entered into an offer letter, dated November 6, 2017 (the “Offer Letter”). The Offer Letter contemplates that Mr. Sheaffer will be entitled to receive base salary of $240,000 (“Base Salary”) and, for each calendar year of employment, will have an opportunity to earn an annual incentive bonus with a target bonus equal to 25% of Base Salary. The actual incentive bonus awarded is discretionary and will be based on Company performance against performance targets established by the Compensation Committee of the Board of Directors of StoneMor GP (the "Compensation Committee”) as well as mutually agreed upon personal performance goals. In addition, Mr. Sheaffer will be eligible to receive, on an annual basis, long-term equity incentive awards, currently targeted at 25% of Base Salary, subject to the Compensation Committee’s approval. Half (50%) of any such awards will vest ratably over 3 years and the other half (50%) will vest based upon performance criteria to be determined by the Compensation Committee.

The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the complete text of the Offer Letter, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated by reference herein

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 3, 2017, StoneMor GP entered into Amendment No. 1 to Second Amended and Restated Agreement of Limited Partnership of the Partnership dated as of September 9, 2008 (the “Amendment”) to make certain revisions in response to changes to the Internal Revenue Code enacted by the Bipartisan Budget Act of 2015 relating to changes in partnership audit and adjustment procedures.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report and is incorporated herein by reference.

(d)Exhibits:

STONEMOR PARTNERS LP Exhibit
EX-3.1 2 exhibit31amendmentno1tosec.htm EXHIBIT 3.1 Exhibit Exhibit 3.1AMENDMENT NO. 1 TOSECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OFSTONEMOR PARTNERS L.P.This Amendment No. 1 (this “Amendment”) to Second Amended and Restated Agreement of Limited Partnership of StoneMor Partners L.P.,…
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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.