Black Stone Minerals (BSM) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 11, 2026, with voting on director elections, auditor ratification, and executive compensation approval.

• Unitholders of record as of April 13, 2026, are eligible to vote, with detailed procedures for proxy submission and meeting attendance provided.

• The Board recommends voting for all director nominees, for Deloitte as auditor, and for the executive compensation package.

• The proxy materials, annual report, and voting instructions are primarily distributed electronically, with paper copies available upon request.

Voting matters and shareholder proposals

• Proposals include electing directors, ratifying Deloitte as auditor for 2026, and a non-binding advisory vote on executive compensation for 2025.

• AP Basileia SPV, LLC, the sole preferred unit holder, has agreed to vote in line with Board recommendations on all ordinary matters.

• Cumulative voting is allowed for director elections, and a majority of votes cast is required for auditor ratification and say-on-pay.

• The Board is not aware of any other business to be brought before the meeting.

Board of directors and corporate governance

• The Board consists of 13 directors, with a mix of executive and independent members, and a separation of CEO and Chairman roles.

• Committees include Audit, Compensation, Nominating & Governance, and ad hoc Conflicts Committee as needed.

• All non-management directors are independent under NYSE rules; Carin M. Barth serves as Lead Director.

• The Board holds regular executive sessions for independent directors and reviews governance guidelines periodically.

• Director nominations can be made by unitholders holding at least 10% of outstanding units, with a majority voting policy in place.