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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): December 31, 2009
ENTERPRISE PRODUCTS PARTNERS L.P.
(Exact name of registrant as specified in its charter)
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Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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1-14323
(Commission File Number)
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76-0568219
(I.R.S. Employer
Identification No.) |
1100 Louisiana, 10th Floor
Houston, Texas 77002
(Address of Principal Executive Offices, including Zip Code)
(713) 381-6500
(Registrants 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 (see General Instruction
A.2.):
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 8.01 Other Events.
Compensation of Non-Management Directors
On January 1, 2010, the Board of Directors (the Board) of Enterprise Products GP, LLC, a
Delaware limited liability company (the Company), which is the general partner of Enterprise
Products Partners L.P., a Delaware limited partnership (the Partnership), adopted and approved an
increased compensation package for non-management members of the Board for the period beginning on
January 1, 2010 and until revised by similar Board action.
Effective as of January 1, 2010, the compensation payable to each of the current
non-management directors and any non-management director who may be elected or appointed a director
(an Independent Director), as approved by the Board, consists of:
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(i) |
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an annual retainer in cash of $75,000; |
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(ii) |
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a meeting fee in cash of $1,500 for each meeting (including without limitation
any telephonic meeting) of the Board attended by such Independent Director; |
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(iii) |
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a meeting fee in cash of $1,500 for each meeting (including without limitation
any telephonic meeting) of a duly appointed committee of the Board (each a Committee)
attended by such Independent Director, provided that he or she is a duly elected or
appointed member of such Committee as of the time of such meeting; and |
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(iv) |
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an annual grant of common units representing limited partner interests (Common
Units) of the Partnership having a fair market value, based on the closing price of a
Common Unit of the Partnership on the New York Stock Exchange (or, in the event that
such Common Units are no longer listed for trading on the New York Stock Exchange, then
such other national securities trading market on which such Common Units shall be
listed for trading) on the trading day immediately preceding the date of grant, of
$75,000. |
Notwithstanding the foregoing, the compensation payable to an Independent Director who is also
a Chairman of a Committee shall also include (in addition to any compensation payable in accordance
with the immediately preceding paragraph) an annual retainer in cash of $15,000.
The cash portion of the compensation described above (i) will be payable quarterly, (ii) in
the case of the annual retainers described above, will be prorated for the number of days in a
calendar quarter that an individual serves as an Independent Director and/or as a Chairman of a
Committee, and (iii) in the case of the meeting fees described above, will be payable in arrears.
Equity Ownership Guidelines
On December 31, 2009, the Audit, Conflicts and Governance Committee of the Board recommended
to the Board, and effective on January 1, 2010, the Board adopted and approved, the following
equity ownership guidelines for directors and executive officers of the Company (as an amendment of
the equity ownership provisions of the Partnerships Governance Guidelines) in order to further
align the interests and actions of each of the directors and executive officers of the Company with
the interests of the Company, the Partnership and the Partnerships unitholders:
Non-Management Directors. Each non-management director of the Company shall be required to
own units representing limited partner interests of the Partnership (Partnership Units) having an
aggregate Value (as defined below) of three times the dollar amount of such non-management
directors aggregate annual cash retainer for service on the Board paid for the most recently
completed calendar year.
Management Directors and other Executive Officers. Each executive officer of the Company
shall be required to own Partnership Units having an aggregate Value of three times the dollar
amount of such executive officers aggregate annual base salary for the most recently completed
calendar year paid by Enterprise Products Company, a Texas corporation formerly named EPCO, Inc.,
and/or its successors-in-interest; provided, however, that (notwithstanding the foregoing) the
Value of any units representing limited partnership interests in Duncan Energy
Partners L.P., a Delaware limited partnership (DEP), or Enterprise GP Holdings L.P., a
Delaware limited partnership (EPE and together with DEP, the Affiliated MLPs and each an
Affiliated MLP), owned by an executive officer of the Company who is also an executive officer of
the general partner of such Affiliated MLP, shall be counted toward the equity ownership
requirements set forth above.
Deadline for Achieving Required Ownership Level. For each director and executive officer, the
deadline to achieve the applicable required ownership described above shall be the later of (a)
January 1, 2015 and (b) the fifth anniversary of (i) the election or appointment of such person to
the Board (in the case of a non-management director) or (ii) the election or appointment of such
person as an executive officer of the Company (in the case of a management director or other
executive officer).
For purposes of the Companys equity ownership guidelines, the Value of a unit owned by a
person means (i) for units that are purchased by such person, the price paid by such person at the
time of purchase or (ii) for units granted to such person by the Partnership or an Affiliated MLP
(including without limitation restricted units granted pursuant to a long-term incentive or other
equity ownership plan), the closing price of the relevant class of units as of the trading day
immediately preceding the date of such grant on the New York Stock Exchange (or, in the event that
such class of units is no longer listed for trading on the New York Stock Exchange, then such other
national securities trading market on which such class of units shall be listed for trading).
On January 4, 2010, the Partnership issued a press release announcing the adoption and
approval of the equity ownership guidelines described above. The press release is filed as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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99.1 |
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Press release dated January 4, 2010. |
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.
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ENTERPRISE PRODUCTS PARTNERS L.P.
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By: |
ENTERPRISE PRODUCTS GP, LLC, its General Partner
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Date: January 4, 2010 |
By: |
/s/ Michael J. Knesek
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Name: |
Michael J. Knesek |
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Title: |
Senior Vice President, Controller and Principal
Accounting Officer of Enterprise Products GP, LLC |
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Exhibit Index
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Exhibit No. |
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Description |
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99.1 |
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Press release dated January 4, 2010. |