3 nominees · 3 ballot items.
Election of three managers to the Board of Managers (and appointment to the Advisory Committee); approval of Grant Thornton LLP as independent registered public accounting firm for 2026; and a non-binding advisory "Say-on-Pay" vote to approve the compensation paid to the Partnership’s named executive officers.
Elect three managers (Allen D. Lassiter, A. Troy Sturrock, and Sarah N. Wariner) to the Board of Managers who will also be appointed to the Advisory Committee, each to serve until the 2027 Annual Meeting of Limited Partners.
Approve Grant Thornton LLP as the Partnership’s independent registered public accounting firm for the year ending December 31, 2026.
Non-binding advisory vote to approve the compensation paid to the Partnership’s named executive officers as disclosed in the Compensation Discussion and Analysis and accompanying executive compensation disclosures.
This non-binding management proposal asks Unitholders to approve, on an advisory basis, the Partnership’s executive compensation disclosures and the compensation paid to its named executive officers as presented in the proxy. Management seeks approval to validate its compensation philosophy and practices—principally base salaries, discretionary cash bonuses, and equity-based awards including common units and notional units—intended to attract, retain, and align executives with Unitholder interests. The Partnership notes prior strong Unitholder support (over 92% in 2023) and has established a triennial cadence for Say-on-Pay votes, which explains the timing of this advisory vote in 2026. Key context includes the use of notional units that vest over three years for retention, discretion in setting bonuses and salaries through the CE O and Compensation Committee, and limited contractual severance or change-in-control protections. Management frames the program as market-competitive and tailored to the Partnership’s governance and reimbursement structure, and the Board emphasizes its review and oversight role while reserving discretion to adjust compensation. Because the vote is advisory, approval does not bind the Board, but the Board commits to consider the results when making future compensation decisions. Potential investor concerns include the subjective nature of bonus determinations, related-party reimbursements via the general partner and operating partnership structure, and the use of notional units which may affect realized pay depending on vesting and future unit value. The Board’s recommendation and the Partnership’s disclosure of pay-versus-performance metrics, prior voting outcomes, and details of equity award treatment are intended to mitigate governance risk and provide Unitholders with the information necessary to judge whether pay is aligned with performance.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | MORGAN STANLEY | 2.8% | 1,341,554 | $36M |
| 2 | Adams Asset Advisors, LLC | 1.8% | 888,264 | $24M |
| 3 | HORIZON KINETICS ASSET MANAGEMENT LLC | 1.8% | 860,226 | $23M |
| 4 | Hollow Brook Wealth Management LLC | 1.7% | 803,023 | $22M |
| 5 | ArchPoint Investors | 1.0% | 499,898 | $14M |
| 6 | MidFirst Bank | 1.0% | 494,153 | $13M |
| 7 | Meixler Investment Management, Ltd. | 0.8% | 384,769 | $11M |
| 8 | MORGAN STANLEY | 0.7% | 348,718 | $9M |
| 9 | ROYCE ASSOCIATES LP | 0.7% | 338,629 | $9M |
| 10 | Delta Investment Management, LLC | 0.6% | 285,042 | $8M |
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