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 22, 2015
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)
(I.R.S. Employer Identification No.)
 
 
 
 
19003 IH-10 West
San Antonio, Texas 78257
 
 
(Address of principal executive offices)
 
 
 
 
 
(210) 918-2000
 
 
(Registrant’s telephone number, including area code)
 
 
 
 
 
Not applicable
 
 
(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:
o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o    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 2015 Annual Meeting of Unitholders (the “Annual Meeting”) of NuStar GP Holdings, LLC (the “Company”) was held on April 22, 2015. A total of 36,152,449 of the Company’s common units were present or represented by proxy at the meeting, representing approximately 84% 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 one Class III director to serve until the 2018 annual meeting of unitholders or until his successor is elected and has been qualified. The results of the votes taken were as follows:

Class III Nominee
 
Votes For
 
Votes Withheld
 
Broker Non-Votes
James F. Clingman, Jr.
 
25,589,613
 
158,350
 
10,404,486


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, 2015. The results of the votes taken were as follows:

Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
36,067,596
 
52,650
 
32,203
 
0


Pursuant to the foregoing votes: (1) James F. Clingman, Jr. was elected as the Class III director to serve on the Company’s Board of Directors until the 2018 annual meeting of unitholders or until his successor is elected and has been qualified; and (2) the appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015 has been ratified.



2



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: April 24, 2015
By:
/s/ Amy L. Perry
 
Name:
Amy L. Perry
 
Title:
Senior Vice President, General Counsel - Corporate & Commercial Law and Corporate Secretary


3