Buckeye Partners, L.P. (NYSE:BPL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
(e)
Amendment of 2013 LTIP
On April12, 2017, the board of directors of Buckeye GP LLC, the
general partner (the General Partner) of Buckeye Partners, L.P.
(the Partnership), adopted, upon recommendation of the
compensation committee of the board of directors of the General
Partner (the Compensation Committee), amendments to the Buckeye
Partners, L.P. 2013 Long-Term Incentive Plan (the 2013 LTIP),
subject to unitholder approval. At the annual meeting of
unitholders of the Partnership held on June6, 2017, the
amendments to the 2013 LTIP were approved and became effective.
Below is a brief description of the material terms of the 2013
LTIP (as amended by the amendment), which is qualified in its
entirety by the detailed description of the 2013 LTIP included in
the Partnerships definitive proxy statement filed on April19,
2017, and the amended 2013 LTIP, which is being filed herewith as
Exhibit10.1.
Purpose of Amendment
The 2013 LTIP was amended to (a)authorize 1,000,000 additional
limited partner interests in the Partnership (LP Units) for
issuance under the 2013 LTIP, (b)remove the limitation on the
number ofLP Units that may be issued to any one individual in a
calendar year, (c)add a limitation on the number ofLP Units that
can be granted annually to the independent directors of the
General Partner, (d)add a prohibition on option re-pricing,
(e)extendthe term of the 2013 LTIP through June6, 2027, and
(f)make other administrative and conforming changes.
Material Terms of the 2013 LTIP
The 2013 LTIP provides for the grant of options, phantom units,
performance units, and in certain cases distribution equivalent
rights which provide the participant with a credit on each
payment date based on the payment of distributions made by the
Partnership.
Administration. The 2013 LTIP is administered by the
Compensation Committee or one or more subcommittees as the
Compensation Committee delegates. Subject to the provisions of
the 2013 LTIP, the Compensation Committee is authorized to
interpret the 2013 LTIP, to prescribe, amend and rescind rulesand
regulations relating to the 2013 LTIP, to determine the terms and
provisions of restrictions relating to grants under the 2013 LTIP
and to make all other determinations necessary or advisable for
the orderly administration of the 2013 LTIP.
Eligibility. Persons eligible to receive grants under
the 2013 LTIP are (i)employees of the General Partner or an
affiliate of the General Partner who perform services directly or
indirectly for the benefit of the Partnership, (ii)non-employee
members of the board of directors of the General Partner, and
(iii)consultants or advisors who provide bona fide services to
the Partnership, the General Partner or an affiliate; provided,
that, such services are not in connection with the offer and sale
of securities in a capital-raising transaction and the consultant
or advisor must not directly or indirectly promote or maintain a
market for the Partnerships
securities.
LP Units Available for Grants. Subject to certain
adjustments as set forth in the 2013 LTIP, the number of LP
Units that may be issued under the 2013 LTIP may not exceed
4,000,000 in the aggregate, plus (i)the number of LP Units
subject to outstanding grants under the Buckeye Partners, L.P.
2009 Long-Term Incentive Plan (2009 LTIP) as of June4, 2013
that did not vest or become paid under the 2009 LTIP, plus
(ii)the number of LP Units remaining available for issuance
under the 2009 LTIP as of the date of June4, 2013. With regard
to grants, to any non-employee director of the board of
directors of the General Partner, the number of LP Units that
may be issued under the 2013 LTIP will not exceed 8,000.
Vesting. Options, phantom units and performance units
will vest, be forfeited or become exercisable, as applicable,
in accordance with the terms and conditions determined by the
Compensation Committee and set forth in the applicable grant
letter. Options, phantom units and performance units may vest
or become exercisable, as applicable, based on the satisfaction
of time-based service requirements, achievement of performance
goals or other conditions as the Compensation Committee may
determine.
Amendment or Termination. The Compensation Committee
may amend or terminate the 2013 LTIP at any time and may amend
outstanding awards issued under the 2013 LTIP as long as such
termination or amendment would not adversely affect the rights
of a participant with respect to awards at the time outstanding
under the 2013 LTIP, unless the participant consents.
Item 5.07 Submission of Matters to a
Vote of Security Holders.
The annual meeting of the unitholders of the Partnership was
held on June6, 2017, at which the following matters were voted
upon by the Partnerships unitholders: (i)the election of four
ClassI directors to serve on the board of directors of the
General Partner, until the Partnerships 2020 annual meeting of
unitholders, (ii)the approval of certain amendments to the 2013
LTIP, as described in response to Item 5.02 above and in the
Partnerships definitive proxy statement, (iii)the ratification
of the selection of Deloitte Touche LLP as the Partnerships
independent registered public accounting firm for the year
2017, (iv)the approval, in an advisory vote, of the
compensation of the Partnerships named executive officers, as
described in the Partnerships definitive proxy statement, and
(v)the vote, on an advisory basis, on the frequency of the
advisory vote on the compensation of the named executive
officers.
All nominees for director were elected, with voting as detailed
below:
|
|
For |
|
Withheld |
|
BrokerNon-Votes |
|
|
1. Barbara J. Duganier |
89,582,244 |
554,922 |
40,784,832 |
|||
|
2. Joseph A. LaSala,Jr. |
89,473,355 |
663,810 |
40,784,832 |
|||
|
3. Larry C. Payne |
89,463,652 |
673,514 |
40,784,832 |
|||
|
4. Martin A. White |
89,443,893 |
693,273 |
40,784,832 |
The amendments to the 2013 LTIP were approved, with voting as
detailed below:
|
For |
|
Against |
|
Abstain |
|
BrokerNon-Votes |
|
87,606,333 |
2,053,200 |
477,630 |
40,784,834 |
The selection of Deloitte Touche LLP as the Partnerships
independent registered public accounting firm for the year 2017
was ratified, with voting as detailed below:
|
For |
|
Against |
|
Abstain |
|
BrokerNon-Votes |
|
128,548,219 |
2,007,751 |
366,027 |
|
The advisory vote on the compensation of the Partnerships named
executive officers resulted in an approval of executive
compensation, with voting as detailed below:
|
For |
|
Against |
|
Abstain |
|
BrokerNon-Votes |
|
80,236,395 |
9,337,573 |
563,195 |
40,784,834 |
The advisory vote on the frequency of the advisory vote on the
compensation of the Partnerships named executive officers
resulted in the approval that such advisory vote be held every
year, with voting as detailed below:
|
Every1Year |
|
Every2Years |
|
Every3Years |
|
Abstain |
|
BrokerNon-Votes |
|
85,316,939 |
3,590,201 |
870,078 |
359,942 |
40,784,837 |
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits.
10.1 Buckeye Partners, L.P. 2013 Long-Term Incentive Plan (As
Amended and Restated, effective as of June6, 2017)
(Incorporated by reference to ExhibitA of Buckeye Partners,
L.P.s Definitive Proxy Statement filed April19, 2017)
About Buckeye Partners, L.P. (NYSE:BPL)
Buckeye Partners, L.P. (Buckeye) owns and operates a network of integrated assets providing midstream logistic solutions, primarily consisting of the transportation, storage and marketing of liquid petroleum products. The Company operates through three segments: Domestic Pipelines & Terminals, Global Marine Terminals and Merchant Services. It is also an independent terminalling and storage operator in the United States in terms of capacity available for service. The Company’s terminal network comprises approximately 120 liquid petroleum products terminals with aggregate storage capacity of over 110 million barrels across its portfolio of pipelines, inland terminals and marine terminals located primarily in the East Coast and Gulf Coast regions of the United States and in the Caribbean. The Company’s marine terminal in The Bahamas, Bahamas Oil Refining Company International Limited (BORCO) provides an array of logistics and blending services for petroleum products.