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 27, 2011

 

 

NuStar GP Holdings, LLC

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-32940   85-0470977

State or other jurisdiction

Of incorporation

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

2330 North Loop 1604 West

San Antonio, Texas

  78248
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (210) 918-2000

 

(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))

 

 

 


Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2011 Annual Meeting of Unitholders (the “Annual Meeting”) of NuStar GP Holdings, LLC, a Delaware limited liability company (the “Company”), was held on April 27, 2011. A total of 36,631,883 of the Company’s common units were present or represented by proxy at the meeting, representing approximately 86.20% of all the votes entitled to be cast at the Annual Meeting. The matters submitted for a vote and the related results are as follows:

Proposal No. 1 – Election of two Class II directors to serve until the 2014 annual meeting of unitholders or until their respective successors are elected and have been qualified. The results of the votes taken were as follows:

 

Class II Nominee

   Votes For      Votes
Withheld
     Broker
Non-Votes
 

Curtis V. Anastasio

     23,646,276         48,892         12,936,715   

William B. Burnett

     23,650,188         44,980         12,936,715   

Proposal No. 2 – Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011. The results of the votes taken were as follows:

 

Votes For

   Votes Against    Votes
Withheld
   Broker
Non-Votes
36,494,704    88,322    48,857    0

Proposal No. 3 – Approval, by non-binding vote, of NuStar GP Holdings, LLC’s executive compensation. The results of the votes taken were as follows:

 

Votes For

   Votes Against    Votes
Withheld
   Broker
Non-Votes
23,094,536    176,238    424,394    12,936,715

Proposal No. 4 – Recommendation, by non-binding vote, of the frequency of NuStar GP Holdings, LLC’s future votes on executive compensation. The results of the votes taken were as follows:

 

1 Year

   2 Years    3 Years    Votes
Withheld
   Broker
Non-Votes
6,496,961    119,646    16,608,358    470,203    12,936,715

Pursuant to the foregoing votes: (i) the two Class II nominees listed above were elected to serve on the Company’s Board of Directors until the 2014 annual meeting of unitholders or until their respective successors are elected and have been qualified; (ii) the appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011 has been ratified; (iii) The Company’s executive compensation has been approved by non-binding vote; and (iv) the frequency of non-binding votes on executive compensation shall be every three years.


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.

 

  NuStar GP Holdings, LLC
Date: May 3, 2011   By:  

/s/ Amy L. Perry

  Name:   Amy L. Perry
  Title:   Corporate Secretary