SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction
|(Address of principal executive offices)||(Zip Code)|
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 below):
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 Securities Exchange Act of 1934:
Title of Each Class
Name of Each Exchange
On Which Registered
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 December 29, 2022, Dan Duncan LLC, the sole member of Enterprise Products Holdings LLC (the “General Partner”), the general partner of Enterprise Products Partners L.P. (the “Partnership”), appointed a new slate of individuals together constituting the entire board of directors (the “Board”) of the General Partner, with such appointment to become effective as of January 1, 2023. The new slate of directors includes (a) the following existing members of the Board: Richard H. Bachmann, Carin M. Barth, Murray E. Brasseux, W. Randall Fowler, James T. Hackett, William C. Montgomery, John R. Rutherford, A. James Teague, Harry P. Weitzel and Randa Duncan Williams and (b) the following new member of the Board: Rebecca G. Followill.
Mrs. Followill, age 64, is a petroleum engineer with 38 years of energy industry experience, including over 25 years providing analysis and assessing the valuations and competitiveness of public and private companies as a securities analyst. She retired from U.S. Capital Advisors in May 2022, most recently serving as a Senior Managing Director. Prior to joining U.S. Capital Advisors in December 2010, Mrs. Followill served in senior roles at Tudor, Pickering, Holt, & Co. from 2007 to 2010, Howard Weil, Inc. from 2000 to 2007 and Merrill Lynch from 1997 to 2000. She began her career as a reservoir engineer for Tenneco Oil Company. Mrs. Followill serves on the board of the Texas A&M Petroleum Ventures Program. She was also named to Hart Energy’s list of 25 Influential Women of Energy.
Mrs. Followill will receive compensation for her services as a director consistent with that provided to the General Partner’s other non-employee directors, as previously disclosed in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “Annual Report”). There are no arrangements or understandings between Mrs. Followill and any other person pursuant to which she was appointed as a director. Also effective as of January 1, 2023, Mrs. Followill was appointed to serve on the Board’s Audit and Conflicts Committee.
As previously disclosed, the Board has adopted the “Enterprise Products Partners L.P. Governance Guidelines” (the “Governance Guidelines”), which address several matters regarding the governance of the Partnership and the General Partner, including qualifications for directors. The Governance Guidelines provide that a non-management director will not be eligible for reappointment to the Board after the end of the calendar year during which he or she reaches 80 years of age (subject to limited exceptions). As a consequence, Richard S. Snell, who reached 80 years of age during 2022 (and who served as a non-management director prior to January 1, 2023), was not reappointed to the Board. Mr. Snell’s departure did not result from any disagreement with the Partnership, the General Partner or its management on any matter relating to the Partnership’s business operations, policies or practices.
After giving effect to the appointment of the Board members, Mr. Snell was appointed by the Board as an advisory director. Mr. Snell will receive compensation for his services as an advisory director consistent with that provided to the General Partner’s other advisory directors, as previously disclosed in the Annual Report.
Ms. Williams will continue to serve as the non-executive Chairman of the Board, and Mr. Bachmann will continue to serve as the non-executive Vice Chairman of the Board. In addition, Edwin E. Smith will continue to serve as an additional advisory director, and O. S. Andras will continue to serve as an honorary director. Advisory directors and honorary directors are not entitled to vote as directors on any matters.
Effective January 1, 2023, in connection with the appointment of the new Board, the Audit and Conflicts Committee, Governance Committee and Capital Projects Committee of the Board consist of:
William C. Montgomery – Chairman
Murray E. Brasseux
Rebecca G. Followill
James T. Hackett – Chairman
Carin M. Barth
John R. Rutherford
A. James Teague – Co-Chairman
W. Randall Fowler – Co-Chairman
Richard H. Bachmann
Carin M. Barth
Murray E. Brasseux
James T. Hackett
Harry P. Weitzel
Randa Duncan Williams
On December 29, 2022, the Partnership issued a press release announcing the addition of Mrs. Followill to the Board and the appointment of Mr. Snell as an advisory director. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference herein.
|Item 9.01.|| |
Financial Statements and Exhibits.
|99.1||Press Release dated December 29, 2022.|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document).|
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.
|ENTERPRISE PRODUCTS PARTNERS L.P.|
Enterprise Products Holdings LLC,
|Date: December 29, 2022||By:|
|Name:||R. Daniel Boss|
|Title:||Executive Vice President – Accounting,|
|Risk Control and Information Technology|
FOLLOWILL ELECTED DIRECTOR OF ENTERPRISES GENERAL PARTNER
Houston, Texas (December 29, 2022) Enterprise Products Partners L.P. (Enterprise NYSE: EPD) today announced that Rebecca G. Becca Followill has been elected as a director on the board of Enterprises general partner, Enterprise Products Holdings LLC, effective January 1, 2023. Mrs. Followill has also been appointed to serve on the boards Audit and Conflicts Committee.
Mrs. Followill, a petroleum engineer, has thirty-eight years of energy industry experience, including twenty-five years providing analysis and assessing the valuations and competitiveness of public and private companies as a securities analyst. She recently retired from U.S. Capital Advisors as a Senior Managing Director. Prior to U.S. Capital Advisors, Mrs. Followill served in senior roles at Tudor, Pickering, Holt, & Co., Howard Weil, Inc. and Merrill Lynch. She began her career as a reservoir engineer for Tenneco Oil Company. Mrs. Followill serves on the board of the Texas A&M Petroleum Ventures Program. She was also named to Hart Energys list of 25 Influential Women of Energy.
We are pleased to add Becca to our board, said A. J. Jim Teague, co-chief executive officer of Enterprises general partner. Her knowledge of the energy industry spans from the wellhead to the burner tip, consistent with the breadth of our integrated midstream system. She will provide additional insights to the equity capital markets, which will be complementary to our board.
Enterprise also announced that Richard S. Snell has been appointed to serve as an advisory director. Mr. Snell previously served as a director on the board of Enterprises general partner and a member of its Audit and Conflicts Committee since 2011.
Enterprise Products Partners L.P. is one of the largest publicly traded partnerships and a leading North American provider of midstream energy services to producers and consumers of natural gas, NGLs, crude oil, refined products and petrochemicals. Our services include: natural gas gathering, treating, processing, transportation and storage; NGL transportation, fractionation, storage and marine terminals; crude oil gathering, transportation, storage and marine terminals; petrochemical and refined products transportation, storage and marine terminals and related services; and a marine transportation business that operates on key United States inland and intracoastal waterway systems. The partnerships assets include more than 50,000 miles of pipelines; over 260 million barrels of storage capacity for NGLs, crude oil, refined products and petrochemicals; and 14 billion cubic feet of natural gas storage capacity. Please visit www.enterpriseproducts.com for more information.
Randy Burkhalter, Investor Relations (713) 381-6812 or (866) 230-0745
Rick Rainey, Media Relations (713) 381-3635