Black Stone Minerals (BSM) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 12, 2025, to be held virtually, with record date set as April 14, 2025.

• Four main proposals: election of directors, ratification of Deloitte as auditor, advisory vote on executive compensation, and approval of a new long-term incentive plan.

• Board recommends voting in favor of all proposals.

• Proxy materials and annual report are available online, with options for electronic or paper voting.

Voting matters and shareholder proposals

• Election of ten directors to serve until the 2026 annual meeting.

• Ratification of Deloitte as independent auditor for 2025, replacing Ernst & Young.

• Advisory vote on executive compensation for 2024.

• Approval of the 2025 Long-Term Incentive Plan (LTIP), authorizing 6.7 million units for future grants.

• Board unanimously recommends voting for all proposals.

Board of directors and corporate governance

• Board consists of ten nominees, all currently serving, with diverse backgrounds in finance, law, energy, and investment.

• Carin M. Barth serves as Lead Director; majority of directors are independent under NYSE rules.

• Board committees: Audit, Compensation, Nominating & Governance, and ad hoc Conflicts Committee.

• Board held six meetings in 2024; all directors attended at least 75% of meetings.

• Majority Voting Policy requires directors to tender resignation if not elected by majority.

• Code of Ethics and insider trading policy in place.