ENLINK MIDSTREAM PARTNERS, LP (NYSE:ENLK) 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.
On March3, 2017, the Board of Directors (the GP Board) of EnLink
Midstream GP, LLC (the General Partner), the general partner of
EnLink Midstream Partners, LP (the Partnership), and the Board of
Directors (the Manager Board and together with the GP Board, the
Boards) of EnLink Midstream Manager, LLC (the Manager), the
managing member of EnLink Midstream, LLC (ENLC and together with
the Partnership, EnLink), approved various modifications to
EnLinks short-term incentive program (the STI Program) based on
recommendations from the Committees (as defined below). EnLink
anticipates that bonus payments, when earned, will be made to
EnLinks named executive officers (such term is used herein as it
is defined by the federal securities laws) under the STI Program,
as so modified (the Modified STI Program).
All EnLink employees, including EnLinks named executive officers,
have been eligible to receive annual bonuses under the STI
Program since 2015 (and prior to that time, a different
short-term incentive program was applicable for such employees
and officers). As with the STI Program, bonuses under the
Modified STI Program will be awarded to employees and named
executive officers based on the achievement of certain metrics
established to measure EnLinks success and such bonuses are
subject to the discretion of the Boards and the Compensation
Committee of the GP Board (the GP Committee) and the Governance
and Compensation Committee of the Manager Board (the Manager
Committee and together with the GP Committee, the Committees).
These metrics have been updated as part of the Modified STI
Program. The updated metrics employed by the Modified STI Program
contemplate that bonuses may be earned based primarily upon the
achievement of certain core goals (collectively, the Primary
Bonus Components), which may change from year-to-year. As
reflected in the table below, a separate weighting is applied for
each of the Primary Bonus Components. The Primary Bonus
Components and associated information are as follows:
|
Component |
|
Description |
|
Weighting |
|
|
|
|
|
|
|
Financial |
Adjusted EBITDA and cost management to maximize EnLinks |
50% Adjusted EBITDA 10% Cost Management |
||
|
Growth |
Timely and cost-effective growth of EnLink to EnLinks |
10% |
||
|
Operational |
Efficient use of EnLinks systems, assets and equipment |
10% |
||
|
People |
Train and develop EnLinks workforce |
10% |
||
|
Environmental, Health Safety |
Minimize EnLinks safety incidents and improve safety |
10% |
Each year, EnLinks performance under the Primary Bonus
Components will be measured, as applicable, on an interpolated
threshold/target/maximum or does-not-meet/meets/exceeds basis.
Each year, a range of bonus pool values for the Modified STI
Program will be established to account for various levels of
performance under the Primary Bonus Components, as applied on a
weighted average basis. These bonus pool values are a framework
and are subject to the application of the discretion of the
Boards and the Committees to determine the bonus amounts that
are ultimately payable under the Modified STI Program, as
further described below.
The Committees and the Boards, with input from management, will
set the annual weightings used above and any additional
weightings that apply with respect to the features comprising a
particular Primary Bonus Component. In addition, the Committees
and the Boards, with input from management, will set, as
applicable, the threshold/target/maximum and the
does-not-meet/meets/exceeds standards that will apply to the
Primary Bonus Components. These standards will be based on a
number of considerations, including, but not limited to,
reasonable market expectations, internal company forecasts,
available growth opportunities, company performance, leading
indicators and industry standards.
The Committees and the Boards will oversee the Modified STI
Program. The Boards, based on recommendations of the
Committees, will initially establish the target bonus awards
that may be earned and will ultimately determine the final
bonus amounts, if any, that are payable under the Modified STI
Program for EnLinks named executive officers. Initial bonus
award amounts for consideration by the Committees and the
Boards for the named executive officers will be established by
multiplying (x)the relevant persons target bonus percentage by
(y)the relevant persons base salary (subject to certain
adjustments to account for, among other things, mid-year
changes in base salary or a mid-year hiring or termination) by
(z)an achievement percentage for the relevant year. For 2017,
the target bonus percentages for the named executive officers
under the Modified STI Program are the same as the target bonus
percentages that were established under the STI Program for
2016, as reported in the Partnerships Annual Report on Form10-K
for the fiscal year ended December31, 2016 (the 2016 ENLK
10-K). For 2017, the base salaries in effect for each named
executive officer are as reported in the 2016 ENLK 10-K. For
2017, the relevant achievement percentage will depend on
EnLinks results for 2017.
As with EnLinks prior annual bonus programs, the Modified STI
Program contemplates that the Boards retain discretion with
respect to establishing the target bonus awards and determining
the final bonus amounts, if any, that are payable to EnLinks
named executive officers. Similarly, the Committees retain
discretion to make recommendations to the Boards regarding the
recommended target bonus awards and the recommended final bonus
amounts for the named executive officers. In this regard, the
Committees may exercise such discretion to recommend a
reduction or increase of the target bonus or the bonus payable
for a particular named executive officer to reward or address
(among other things) extraordinary individual performance,
challenges and opportunities not reasonably foreseeable at the
beginning of a performance period, internal equities, and
external competition or opportunities. In addition, the
Committees will consider other factors (the Secondary Bonus
Components) in their discretion, with respect to all employees
other than the named executive officers, to increase or
decrease (and, with respect to the named executive officers, to
recommend that the Boards increase or decrease) the bonus
targets and final bonus amounts. Examples of the Secondary
Bonus Components may include, but are not limited to, the
execution of EnLinks Strategic Plan, market conditions,
management of EnLinks balance sheet and total shareholder
return.
About ENLINK MIDSTREAM PARTNERS, LP (NYSE:ENLK)
EnLink Midstream Partners, LP is a midstream energy services company. The Company operates in five segments: Texas, which includes its natural gas gathering, processing and transmission activities in north Texas and the Permian Basin in west Texas; Oklahoma, which includes its natural gas gathering, processing and transmission activities in Cana-Woodford and Arkoma-Woodford Shale areas; Louisiana, which includes its natural gas pipelines, natural gas processing plants and natural gas liquids (NGL) assets located in Louisiana; Crude and Condensate, which includes its Ohio River Valley (ORV) crude oil, condensate and brine disposal activities in the Utica and Marcellus Shales, its equity interests, crude oil operations in the Permian Basin and crude oil activities associated with the Victoria Express Pipeline, and related truck terminal and storage assets (VEX) located in the Eagle Ford Shale, and Corporate Segment. ENLINK MIDSTREAM PARTNERS, LP (NYSE:ENLK) Recent Trading Information
ENLINK MIDSTREAM PARTNERS, LP (NYSE:ENLK) closed its last trading session down -0.07 at 18.86 with 497,702 shares trading hands.