Item 5.07 Submission of Matters to a Vote of Security Holders.
A special meeting of the unitholders (the unitholder meeting) of StoneMor Partners L.P. (StoneMor or the
Partnership) was held on December 20, 2019 to consider and vote on proposals (i) to adopt the Merger and Reorganization Agreement, dated as of September 27, 2018, as amended to date (the Merger Agreement) by
and among the Partnership, StoneMor GP LLC, a Delaware limited liability company and the general partner of the Partnership (GP), StoneMor GP Holdings LLC, a Delaware limited liability company and the sole member of GP (GP
Holdings), and Hans Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of GP (Merger Sub), and the transactions contemplated thereby, including among other things, GPs conversion from a Delaware
limited liability company into a Delaware corporation to be named StoneMor Inc. (the Company when referring to StoneMor Inc. subsequent to such conversion) and the Partnerships merger with and into Merger Sub with the Partnership
becoming a wholly owned subsidiary of the Company and the unitholders of the Partnership becoming shareholders in the Company (the Merger) and (ii) to approve the adjournment of the unitholder meeting, if necessary, to solicit
additional proxies if there are not sufficient votes to adopt the Merger Agreement and the transactions contemplated thereby, including the Merger, at the time of the unitholder meeting. The proposals are described in detail in the proxy
statement/prospectus filed with the Securities and Exchange Commission (SEC) by GP on November 15, 2019.
As of the close
of business on November 4, 2019, the record date for the unitholder meeting, there were a total of 42,636,311 Partnership common units outstanding and 49,043,953 Partnership preferred units outstanding, all of which were entitled to vote at the
unitholder meeting as a single class. At the unitholder meeting, holders of 70,082,633 Partnership units were present or represented by proxy, constituting a quorum. A summary of the voting results for the proposals is set forth below:
Proposal 1: Adoption of the Merger Agreement
Partnership
unitholders adopted the Merger Agreement. The following are the tabulated votes For and Against this proposal, as well as the number of Abstentions:
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FOR
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AGAINST
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ABSTENTIONS
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BROKER NON-VOTES
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69,941,727
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91,590
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49,316
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0
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67,608,849 of the 69,941,727 Partnership units voting For this proposal were held by Partnership unitholders other
than GP and its affiliates, constituting a majority of the unaffiliated unitholders.
Proposal 2: Adjournment of the Unitholder Meeting
Because Partnership unitholders adopted the Merger Agreement, the vote on the proposal to approve the adjournment of the unitholder meeting, if
necessary to solicit additional proxies if there are not sufficient votes to adopt the Merger Agreement at the time of the unitholder meeting was not called.