SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 15, 2023
NuStar Energy L.P.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of incorporation)||(Commission File Number)||(I.R.S. Employer Identification No.)|
19003 IH-10 West
San Antonio, Texas 78257
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
(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:
☐ 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(s)||Name of each exchange on which registered|
|Common units||NS||New York Stock Exchange|
|8.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units||NSprA||New York Stock Exchange |
|7.625% Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units||NSprB||New York Stock Exchange |
|9.00% Series C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units||NSprC||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 February 15, 2023, the Board of Directors (the “Board”) of NuStar GP, LLC (the “Company”), the general partner of the general partner of NuStar Energy L.P. (the “Partnership”), increased its size to 10 members and elected Suzanne Allford Wade as a member of the Board. There are no arrangements between Ms. Wade and any other person pursuant to which Ms. Wade was selected as a director. Ms. Wade has not been appointed to serve on any committee of the Board at this time.
As a non-employee director, Ms. Wade will participate in the Company’s non-employee director compensation program, as more fully described in the Partnership’s Proxy Statement filed with the Securities and Exchange Commission on March 10, 2022. Accordingly, Ms. Wade received a grant of 7,189 restricted common units of the Partnership upon her election to the Board, which are scheduled to vest in equal one-third increments annually over three years beginning on the first anniversary of the grant date. Ms. Wade is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K.
Item 9.01 Exhibits.
|Exhibit Number|| ||EXHIBIT|
|Exhibit 104||Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document|
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.
|NUSTAR ENERGY L.P.|
Riverwalk Logistics, L.P.
|its general partner|
NuStar GP, LLC
|its general partner|
|Date: February 16, 2023||By:|
/s/ Steve Gilbert
|Title:||Vice President, Assistant General Counsel and Corporate Secretary|