Current Report Filing (8-k)
23 1월 2019 - 7:02AM
Edgar (US Regulatory)
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): January 17, 2019
TARGA RESOURCES PARTNERS LP
(Exact name of registrant as specified in its charter)
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Delaware
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001-33303
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65-1295427
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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811 Louisiana, Suite 2100
Houston, TX 77002
(Address of principal executive office and Zip Code)
(713)
584-1000
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act
(17 CFR
240.14a-12)
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Pre-commencement communications pursuant to
Rule 14d-2(b) under
the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to
Rule 13e-4(c) under
the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or
Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
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.
(e)
Targa Resources Corp. 2019 Annual Incentive
Compensation Plan
. On January 17, 2019, the Compensation Committee (the
Committee
) of the Board of Directors of Targa Resources Corp. (the
Company
), which is the indirect parent of the general
partner of Targa Resources Partners LP (the
Partnership
), approved the Companys 2019 Annual Incentive Compensation Plan (the
Bonus Plan
). The Bonus Plan is a discretionary annual cash bonus plan available
to all of the Companys employees, including its executive officers, who also serve as executive officers of the Partnerships general partner. The purpose of the Bonus Plan is to reward employees for contributions toward the
Companys business priorities (including business priorities with respect to the Partnership) approved by the Committee and to aid the Company in retaining and motivating employees. Under the Bonus Plan, the level of funding of the
discretionary cash bonus pool is based on the Companys achievement of certain business priorities, including strategic, financial and operational objectives.
The Committee has established the following eight key business priorities for 2019:
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execute on all business dimensions, including the 2019 business plan and public guidance,
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continue priority emphasis and strong performance relative to a safe workplace,
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reinforce business philosophy and mindset that promotes compliance in all aspects of the Companys business
including environmental and regulatory compliance,
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continue to attract and retain the operational and professional talent needed in the Companys businesses,
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continue to control all costsoperating, capital and general and administrativeconsistent with
existing business environment,
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execute on major capital and development projectsfinalizing negotiations, completing projects on time and
on budget, optimizing economics and capital funding, and staffing for the new facilities,
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pursue selected growth opportunities including gathering and processing build outs,
fee-based
capex projects, and potential purchases of strategic assets, and
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pursue commercial and financial approaches to achieve maximum value and manage risks, including contract, credit,
inventory, interest rate and commodity price exposures.
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The Committee has targeted a total cash bonus pool for
achievement of the business priorities based on the sum of individual employee market-based target bonus opportunities, which are based on a percentage of each employees eligible earnings. Generally, eligible earnings are an employees
base salary and overtime pay. Near or following the end of the year, the Chief Executive Officer (
CEO
) recommends to the Committee the total amount of cash to be allocated to the bonus pool based upon overall performance of the
Company relative to the established objectives, generally ranging from 0 to 2x the aggregate target bonus opportunities for all employees in the pool. Upon receipt of the CEOs recommendation, the Committee, in its sole discretion, determines
the total amount of cash to be allocated to the bonus pool. The Committee has discretion to adjust the cash bonus pool attributable to the achievement of business priorities based on accomplishment of the applicable objectives as determined by the
Committee and the CEO. Additionally, the Committee, in its sole discretion, determines the amount of the cash bonus award to each of the Companys executive officers, including the CEO. The executive officers determine the amount of the cash
bonus pool to be allocated to the Companys departments, groups and employees (other than the executive officers of the Company) based on performance and upon the recommendation of their supervisors, managers and line officers. A copy of the
Bonus Plan is filed as Exhibit 10.1 to this Form
8-K
and incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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Exhibit
Number
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Description
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Exhibit 10.1
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Targa Resources Corp. 2019 Annual Incentive Compensation Plan.
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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.
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TARGA RESOURCES PARTNERS LP
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By: Targa Resources GP LLC,
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its general partner
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Dated: January 22, 2019
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By:
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/s/ Jennifer R. Kneale
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Jennifer R. Kneale
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Chief Financial Officer Treasurer
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