Ciner Resources LP (NYSE:CINR) 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.
as Director of Ciner Resource Partners LLC, the general partner
(the General Partner) of Ciner Resources LP (the Partnership),
effective as of April 27, 2017, in order to pursue other
opportunities. There were no disagreements between Ms. Pene and
the General Partner, the Partnership or any officer or director
of the General Partner which led to Ms. Penes decision.
Board of Directors of the General Partner, to serve until the
earlier of his removal in accordance with the provisions of the
Amended and Restated LLC Agreement of the General Partner, as
amended (the “GP LLC Agreement”), death or resignation.
not participate in the General Partners compensation program for
non-employee directors, described on page 93 of the Partnerships
annual report on Form 10-K for the year ended December 31, 2016,
filed on March 7, 2017. Mr. Pene, however, will be indemnified by
the General Partner to the GP LLC Agreement and by the
Partnership to the First Amended and Restated Agreement of
Limited Partnership of the Partnership, as amended, for actions
associated with being a director to the fullest extent permitted
under Delaware law.
Awards
approved a grant of 7,823 time-based restricted unit awards
(Restricted Unit Awards) and 7,823 performance awards based, in
part, on the value of Partnership’s common units (“Performance
Awards”) to Kirk H. Milling, Chairman of the Board and Chief
Executive Officer of the General Partner, and 14,744 Restricted
Unit Awards and 4,022 Performance Awards to Nicole C. Daniel,
Vice President, General Counsel and Secretary of the General
Partner, in each case, to the the General Partner’s 2013
Long-Term Incentive Plan (“LTIP”) and corresponding Restricted
Unit Award agreement and Performance Award Agreement, as
applicable.
and the forfeiture restrictions will lapse in substantially equal
one-third (1/3) increments on each of March 15, 2018, March 15,
2019 and March 15, 2020, so that the Restricted Unit Awards (and
any related restricted cash distributions) will be 50% vested on
March 15, 2020 so long as the award recipient remains
continuously employed by the Partnership Entities (as defined in
the corresponding Restricted Unit Award agreement) from the date
of grant through each applicable vesting date, unless otherwise
vesting earlier to the terms of the Restricted Unit Award with
regard to changes of control, death and disability.
performance cycle beginning on January 1, 2017 and ending
December 31, 2019. The vesting of the Performance Award, and
number of common units of the Partnership distributable to such
vesting, is dependent on the relative performance of the
Partnerships common units compared to an initial peer group
consisting of other publicly traded partnerships (provided that
the award recipient remains continuously employed with the
General Partner or its affiliates or satisfies other
service-related criteria through the end of the performance
period, except in certain cases of changes of control or the
award recipient’s death or disability). Vested Performance
Awards are to be settled in the Partnerships common units, with
the number of such units payable under the award to be calculated
by multiplying the target number provided in the Performance
Award Agreement by a performance percentage, which may range from
0% to 200%, depending on the relative performance of the
Partnerships common units over the performance period compared to
common units of each member of the peer group. In addition, upon
vesting of the Performance Award, the award recipient is entitled
to receive a cash payment equal to the distribution equivalents
accumulated with respect to the target number provided in the
Performance Award Agreement, multiplied by the performance
percentage described in the immediately preceding sentence.
Change in Fiscal Year.
(Amendment No. 3) to the First Amended and Restated Agreement of
Limited Partnership of the Partnership (as amended by Amendment
No. 1 thereto dated May 2, 2014, as amended by Amendment 2
thereto dated November 5, 2015, the Partnership Agreement) in
order to (i) modify the timing of distributions of Available Cash
(as defined in the Partnership Agreement) to require that
Available Cash be distributed within 60 days following the end of
each quarter, and (ii) reflect certain tax law updates. Prior to
the effectiveness of Amendment No. 3, the Partnership Agreement
required that Available Cash be distributed within 45 days
following the end of each quarter. The
accordance with Amendment No. 3 commencing with distributions
relating to the second quarter of 2017.
be complete and is qualified in its entirety by reference to the
complete text of Amendment No. 3, a copy of which is filed as
Exhibit 3.1 to this Current Report and is incorporated herein by
reference.
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Exhibit Number
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Description
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3.1
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Amendment No. 3, dated as of April 28, 2017, to the First
Amended and Restated Agreement of Limited Partnership of Ciner Resources LP dated as of September 18, 2013 |
About Ciner Resources LP (NYSE:CINR)
Ciner Resources LP, formerly OCI Resources LP, owns a controlling interest consisting of 51% membership interest in Ciner Wyoming LLC (Ciner Wyoming). Ciner Wyoming produces soda ash and serves a global market from its facility in the Green River Basin of Wyoming. The Company processes trona ore into soda ash, a raw material in flat glass, container glass, detergents, chemicals, paper and other consumer and industrial products. Its Green River Basin surface operations are situated on approximately 880 acres in Wyoming, and its mining operations consists of over 23,500 acres of leased and licensed subsurface mining area. The Company uses over six continuous mining machines and approximately 10 underground shuttle cars in its mining operations. Its processing assets consist of material sizing units, conveyors, calciners, dissolver circuits, thickener tanks, drum filters, evaporators and rotary dryers. The Company sells soda ash to American Natural Soda Ash Corporation (ANSAC). Ciner Resources LP (NYSE:CINR) Recent Trading Information
Ciner Resources LP (NYSE:CINR) closed its last trading session up +0.16 at 28.45 with 19,681 shares trading hands.
