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): March 1, 2010
DUNCAN
ENERGY PARTNERS L.P.
(Exact
name of registrant as specified in its charter)
| Delaware | 1-33266 | 20-5639997 | |
| (State or Other Jurisdiction of | (Commission File Number) | (I.R.S. Employer | |
| Incorporation or Organization) | Identification No.) |
|
1100
Louisiana, 10th Floor
Houston,
Texas 77002
(Address
of Principal Executive Offices, including Zip Code)
|
|
(713)
381-6500
(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 (see General Instruction A.2.):
¨ 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))
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(f) Specific bonus
information for 2009 (paid on February 26, 2010) was not calculable as of the
filing date of the Information Statement on Schedule 14C for Duncan Energy
Partners L.P. (the “Partnership”). This
information has been determined as disclosed in the Summary Compensation Table
below.
The following table presents total
compensation amounts paid, accrued or otherwise expensed by the Partnership with
respect to the years ended December 31, 2009, 2008 and 2007 for the Chief
Executive Officer, Chief Financial Officer and three other most highly
compensated executive officers of DEP Holdings, LLC, the general partner of the
Partnership (the “General Partner”), as
of December 31, 2009. Collectively, these five individuals were the
General Partner’s “named executive officers” for 2009.
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Cash
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Cash
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Unit
|
Option
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All
Other
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Name
and
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Salary
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Bonus
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Awards
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Awards
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Comp.
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Total
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Principal
Position
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Year
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($)
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($)
(1)
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($)
(2)
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($)
(3)
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($)
(4)
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($)
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Richard
H. Bachmann
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2009
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$ | 129,000 | $ | 190,000 | $ | 550,867 | $ | 133,080 | $ | 47,295 | $ | 1,050,242 | ||||||||||||
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(President
and Chief Executive Officer)
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2008
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159,688 | 106,250 | 972,925 | 35,700 | 59,055 | 1,333,618 | ||||||||||||||||||
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2007
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71,508 | 43,338 | 284,979 | 18,733 | 22,077 | 440,635 | |||||||||||||||||||
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W.
Randall Fowler
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2009
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55,781 | 95,625 | 262,684 | 65,416 | 21,660 | 501,166 | ||||||||||||||||||
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(Executive
Vice President and
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2008
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63,594 | 43,750 | 459,152 | 17,850 | 20,882 | 605,228 | ||||||||||||||||||
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Chief
Financial Officer)
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2007
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22,675 | 13,800 | 112,337 | 6,295 | 5,684 | 160,791 | ||||||||||||||||||
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A.
J. Teague (5)
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2009
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162,500 | 237,500 | 611,396 | 166,350 | 58,437 | 1,236,183 | ||||||||||||||||||
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(Executive
Vice President and
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Chief
Commercial Officer)
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William
Ordemann (6)
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2009
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63,232 | 49,600 | 262,919 | 90,552 | 35,275 | 501,578 | ||||||||||||||||||
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(Executive
Vice President)
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2008
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15,656 | 10,600 | 71,192 | 5,712 | 6,314 | 109,474 | ||||||||||||||||||
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Michael
J. Knesek
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2009
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50,700 | 27,625 | 158,996 | 54,064 | 17,099 | 308,484 | ||||||||||||||||||
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(Senior
Vice President, Controller
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2008
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61,800 | 26,000 | 185,478 | 14,280 | 21,200 | 308,758 | ||||||||||||||||||
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and
Principal Accounting Officer)
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2007
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22,089 | 9,000 | 69,381 | 6,030 | 5,814 | 112,314 | ||||||||||||||||||
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(1)
Amounts
represent discretionary annual cash awards accrued with respect to the
years presented. Cash awards are paid in February of the following
year (e.g., the cash awards for 2009 were paid in February
2010).
(2)
Amounts
represent the aggregate grant date fair value of restricted unit and
Employee Partnership profits interests awards granted during each year
presented. For information about assumptions made in the valuation of
these awards, see Note 5 of the Notes to Consolidated Financial Statements
included under Item 8 of the Partnership’s annual report for the year
ended December 31, 2009, which information is incorporated by reference
herein. Such annual report was filed with the U.S. Securities and
Exchange Commission on March 1, 2010.
(3)
Amounts
represent the aggregate grant date fair value of unit option awards
granted during each year presented. For information about assumptions
made in the valuation of these awards, see Note 5 of the Notes to
Consolidated Financial Statements included under Item 8 of the
Partnership’s annual report for the year ended December 31, 2009, which
information is incorporated by reference herein.
(4)
Amounts
primarily represent (i) matching contributions under funded, qualified,
defined contribution retirement plans, (ii) quarterly distributions paid
on incentive plan awards and (iii) the imputed value of life insurance
premiums paid on behalf of the officer.
(5)
Mr.
Teague was elected our Chief Commercial Officer in July 2008. Mr.
Teague devoted a minimal amount of his time to our business activities
during 2008 and instead indirectly supervised the activities of other
personnel who were more directly involved in our affairs.
(6)
Mr.
Ordemann devoted a minimal amount of his time to our business activities
during 2007 and instead indirectly supervised the activities of other
personnel who were more directly involved in our affairs. As a
result, Mr. Ordemann allocated a nominal amount of his compensation to us
in 2007.
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1
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.
| DUNCAN ENERGY PARTNERS L.P. | |
| By: DEP Holdings, LLC, | |
| its General Partner |
| Date: March 1, 2010 | By: /s/ Michael J. Knesek |
| Name: Michael J. Knesek | |
| Title: Senior Vice President, Controller and Principal | |
| Accounting Officer of DEP Holdings, LLC |
2