UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):  February 23, 2023
 

GLOBAL PARTNERS LP
(Exact name of registrant as specified in its charter)

Delaware
001-32593
74-3140887
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

P.O. Box 9161
800 South Street
Waltham, Massachusetts 02454-9161
(Address of Principal Executive Offices)


(781) 894-8800
(Registrant’s telephone number, including area code)
 
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))
 
Securities registered pursuant to Section 12(b) of the Act:

Title of each class
  
Trading Symbol(s)
  
Name of each exchange on which registered
Common Units representing limited partner interests
  
GLP
  
New York Stock Exchange
         
9.75% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units representing limited partner interests
  
GLP pr A
  
New York Stock Exchange

       
9.50% Series B Fixed Rate Cumulative Redeemable Perpetual Preferred Units representing limited partner interests
  
GLP pr B
  
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company 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 5.02.          Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On February 23, 2023, the Members of Global GP LLC (the “Company”), the general partner of Global Partners LP (the “Partnership”), approved the appointment of Ms. Clare McGrory to the Company’s Board of Directors (the “Board”), commencing March 1, 2023 and continuing through December 31, 2023. Ms. McGrory was also appointed to serve on the Board’s Audit Committee, Compensation Committee and Conflicts Committee. As of February 24, 2023, the Board determined that Ms. McGrory qualifies as “independent” under the director independence standards set forth in the rules and regulations of the Securities and Exchange Commission and the applicable listing standards of the New York Stock Exchange.

Ms. McGrory has over twenty-five years of accounting and financial work experience with both public and private companies, including holding a variety of accounting, finance and investor relations roles during her thirteen-year combined employment by Sunoco, Inc., a publicly traded corporation which operated an integrated refining, fuel supply and retail network and Sunoco LP, a publicly traded MLP retail marketing and fuel distribution business. Since 2015, Ms. McGrory has served as Chief Financial Officer and Chief Compliance Officer for Atairos Management, L.P., a $6B private investment company focused on backing growth-oriented businesses across a wide range of industries. Ms. McGrory is a graduate of Villanova University and Villanova School of Business Executive MBA Program and is an adjunct professor at Villanova University.

Ms. McGrory will participate in the Company’s standard independent director compensation program. Pursuant to this program, Ms. McGrory will receive compensation in connection with her service on the Board and the Board’s Audit Committee, Compensation Committee and Conflicts Committee consistent with compensation received by the independent directors in respect of their 2022 service as disclosed in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2022.
 
Item 7.01.          Regulation FD Disclosure
 
On March 1, 2023, the Partnership issued a press release announcing the appointment of Ms. McGrory to the Board. A copy of the Partnership’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01 and in Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Partnership specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.

Item 9.01.          Financial Statements and Exhibits
 
           (d)            Exhibit


          104            Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
*            Furnished herewith
 
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 thereunto duly authorized.
 
 
GLOBAL PARTNERS LP
  
 
 
 
  
 
By:
Global GP LLC
  
 
 
its general partner
  
 
 
 
  
 
 
 
  
Dated:  March 1, 2023
By:
/s/ Sean T. Geary
  
 
 
Sean T. Geary
  
 
 
Chief Legal Officer and Secretary
  

Exhibit 99.1

Global Partners Announces the Appointment of Clare McGrory to its Board of Directors

CFO of Private Investment Firm Brings Strategic Growth and Operations Execution Experience, Aligning with the Partnership’s Goals

WALTHAM, Mass.--(BUSINESS WIRE)--March 1, 2023--Global Partners LP (NYSE: GLP) today announced the appointment of Ms. Clare McGrory to the Board of Directors of its general partner, Global GP LLC, effective March 1.

Ms. McGrory is the Chief Financial Officer (CFO) and Chief Compliance Officer (CCO) as well as a Partner at Atairos, a $6 billion independent strategic investment firm focused on backing growth-oriented businesses across a wide range of industries. Clare joined Atairos after 13 years of experience in the energy industry, including serving as the Chief Financial Officer, EVP, and Treasurer of Sunoco, LP (NYSE: SUN), a publicly traded retail marketing and fuel distribution business. Prior to becoming CFO, she served in various finance and investor relations roles at Sunoco.

“On behalf of the board and leadership team, I am delighted to welcome Clare to Global Partners,” said Eric Slifka, President and CEO of Global Partners and Vice Chairman of Global GP LLC. “Our board will benefit from Clare's strong leadership and diverse industry knowledge. Through her investment industry background as CFO and CCO, Clare understands how company operations contribute to overall value. Her experience in roles of increasing responsibility at Sunoco demonstrates a track record of creating and implementing long-term business growth initiatives, a skillset that makes her a perfect addition to our board.”

Ms. McGrory received a Bachelor of Science degree in accounting from Villanova University and a Master of Business Administration from the Villanova School of Business (VSB) Executive MBA Program. She is a member of VSB’s Dean’s Advisory Council, is an adjunct professor at Villanova University and serves on the Board of Directors for the Boys & Girls Clubs of Philadelphia.

The appointment of Ms. McGrory increases the number of Global Partners, LP directors to 7, of which 5 are independent.

About Global Partners LP

With approximately 1,700 locations throughout the Northeast and mid-Atlantic, Global is one of the region’s largest independent owners, suppliers and operators of gasoline stations and convenience markets. Global also owns, controls or has access to one of the largest terminal networks in New England and New York, through which it distributes gasoline, distillates, residual oil and renewable fuels to wholesalers, retailers and commercial customers. In addition, Global engages in the transportation of petroleum products and renewable fuels by rail from the mid-continental U.S. and Canada. For additional information, visit www.globalp.com.

Contacts

Investor Relations
Gregory B. Hanson
Chief Financial Officer
Global Partners LP
(781) 894-8800

Media
Catie Kerns
SVP, Corporate Affairs and Sustainability
Global Partners LP
(781) 894-8800