8-K

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)

May 15, 2018

Commission File Number: 1-14222

SUBURBAN PROPANE PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

Delaware	22-3410353
(State or Other Jurisdiction	(IRS Employer
of Incorporation)	Identification No.)

240 Route 10 West

Whippany, New Jersey 07981

(973) 887-5300

(Registrant’s Telephone Number, Including Area Code)

N/A

(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 (see General Instruction A.2. below):

☐ 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))

         Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.07Submission of Matters to a Vote of Security Holders

On May 15, 2018, Suburban Propane Partners, L.P. (the “Partnership”) held its regular Tri-Annual Meeting (the “Meeting”) of its limited partners (“Unitholders”).

At the Meeting, the Unitholders re-elected to the Board of Supervisors, for a three-year term, all eight nominees proposed by the Board:

Nominee	For	Withheld
Harold R. Logan, Jr.	22,367,798	886,033
John Hoyt Stookey	22,148,867	1,104,964
Jane Swift	22,262,133	991,698
Lawrence C. Caldwell	22,274,600	979,231
Matthew J. Chanin	22,466,706	787,125
Terence J. Connors	22,509,341	744,490
William M. Landuyt	22,506,471	747,360
Michael A. Stivala	22,511,723	742,108

At the Meeting, the Unitholders also approved the following proposals:

The ratification of the appointment of PricewaterhouseCoopers LLP as the Partnership’s independent registered public accounting firm for the Partnership’s 2018 fiscal year:

For	Against	Abstain	Broker Non-Votes
53,681,531	833,391	575,647	-0-

The approval of the Partnership’s 2018 Restricted Unit Plan, authorizing the issuance of up to 1,800,000 Common Units pursuant to awards granted under that Plan:

For	Against	Abstain	Broker Non-Votes
20,360,348	2,214,892	678,591	31,836,738

The approval of an advisory resolution approving executive compensation (commonly referred to as “Say-on-Pay”):

For	Against	Abstain	Broker Non-Votes
20,477,392	2,064,445	711,994	31,836,738

Because the Partnership’s partnership agreement provides for Tri-Annual Meetings of the Unitholders (once every 3 years), no proposal regarding the frequency of Say-on-Pay resolutions was presented to the Unitholders at the Meeting.  The Partnership will, for so long as required by applicable law, include a Say-on-Pay proposal at each Tri-Annual Meeting.

Item 9.01Financial Statements and Exhibits

(d)	Exhibits
99.1		Press Release of Suburban Propane Partners, L.P. dated May 16, 2018 setting forth results of voting at Meeting.

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.

Date: May 16, 2018	SUBURBAN PROPANE PARTNERS, L.P.
	By:	/s/ PAUL ABEL
	Name:	Paul Abel
	Title:	Senior Vice President, Secretary and General Counsel

EX-99.1

Exhibit 99.1

News Release

Contact: Michael A. Kuglin

Chief Financial Officer & Chief Accounting Officer

P.O. Box 206, Whippany, NJ 07981-0206

Phone: 973-503-9252

_____________________________________________________________________________________

FOR IMMEDIATE RELEASE

Suburban Propane Partners, L.P. Announces Results

from Tri-Annual Meeting of Unitholders

Whippany, New Jersey, May 16, 2018 -- Suburban Propane Partners, L.P. (NYSE:SPH), a nationwide distributor of propane, fuel oil and related products and services, as well as a marketer of natural gas and electricity, today announced the results from its 2018 Tri-Annual Meeting of Unitholders held on May 15, 2018.

At the meeting, the Unitholders re-elected to the Board of Supervisors, for a three-year term, all eight nominees proposed by the Board:

Nominee

Harold R. Logan, Jr.

John Hoyt Stookey

Jane Swift

Lawrence C. Caldwell

Matthew J. Chanin

Terence J. Connors

William M. Landuyt

Michael A. Stivala

At the meeting, the Unitholders also approved: (1) the ratification of the appointment of PricewaterhouseCoopers LLP as the Partnership’s independent registered public accounting firm for the Partnership’s 2018 fiscal year; (2) the Partnership’s 2018 Restricted Unit Plan authorizing the issuance of up to 1,800,000 common units pursuant to awards granted under that Plan; and (3) an advisory amendment resolution approving executive compensation (commonly referred to as “Say-on-Pay”).

Because the Partnership’s agreement of limited partners provides for Tri-Annual Meetings of the Unitholders (once every three years), no proposal regarding the frequency of Say-on-Pay resolutions was presented to the Unitholders at the meeting.  The Partnership will, for so long as required by applicable law, include a Say-on-Pay proposal at each Tri-Annual Meeting.

A detailed report of Unitholder voting results at the Partnership’s 2018 Tri-Annual Meeting of Unitholders can be found on Suburban Propane’s website at

http://investor.suburbanpropane.com/tri-annual-meetingor in the Current Report on Form 8-K that the Partnership is filing with the Securities and Exchange Commission.

Suburban Propane Partners, L.P., is a nationwide distributor of propane, fuel oil and related products and services, as well as a marketer of natural gas and electricity, servicing approximately one million customers through 668 locations across 41 states.  It is proudly celebrating 90 years of innovation, growth and quality service in 2018. Dedication to safety, integrity, and an unwavering focus on outstanding customer service to its customers and the local communities it serves are cornerstones of its core values. Suburban Propane is a New York Stock Exchange listed limited partnership headquartered in Whippany, NJ. For additional information on Suburban Propane, please visit https://www.suburbanpropane.com/.

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