SUBURBAN PROPANE PARTNERS, L.P. (NASDAQ:SPH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

SUBURBAN PROPANE PARTNERS, L.P. (NASDAQ:SPH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item 5.02

Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

(d)At its regular meeting on November 15, 2016, the Board of
Supervisors of Suburban Propane Partners, L.P. (the Partnership),
to authority granted to the Board under the Partnerships Third
Amended and Restated Agreement of Limited Partnership (the
Partnership Agreement), and acting on the recommendation of the
Boards Nominating/Governance Committee, increased the size of the
Board from eight (8) Supervisors to nine (9) Supervisors,
effective as of January 1, 2017.At that same meeting, and again
to authority granted to the Board under the Partnership Agreement
and in accordance with the recommendation of its
Nominating/Governance Committee, the Board elected Messrs.
Terence J. Connors and William M. Landuyt to fill the two
vacancies on the Board following the increase in size of the
Board, effective as of January 1, 2017.Messrs. Connors and
Landuyt were each elected for a term due to expire at the next
Tri-Annual Meeting of Unitholders of the Partnership, currently
planned for Spring 2018.A copy of the Partnerships Press Release,
dated November 16, 2016, announcing the elections of Messrs.
Connors and Landuyt and describing their backgrounds, has been
furnished as Exhibit 99.1 to this Current Report.

There is no arrangement or understanding between either Mr.
Connors or Mr. Landuyt, on the one hand, and any other persons,
to which either such newly-elected Supervisor was elected to the
Board.

At this time neither Mr. Connors nor Mr. Landuyt has been named
to any Board committees.It is currently anticipated that the
Board will assign Messrs. Connors and Landuyt to committees at
its next regular meeting, currently scheduled for January 18,
2017.

There are no transactions, since the beginning of the
Partnership’s last fiscal year (September 27, 2015), or any
currently proposed transaction, in which the Partnership was or
is to be a participant and the amount involved exceeds $120,000,
and in which either Mr. Connors or Mr. Landuyt, or any immediate
family member of either of them, had or will have a direct or
indirect material interest.

to the Partnerships policies regarding Supervisor compensation,
non-employee Supervisors, other than the Chairman of the Board,
currently receive annual compensation of $90,000 from the
Partnership for their service as Supervisors, and are reimbursed
for their reasonable out-of-pocket expenses incurred in
connection with attending meetings of the Board.In addition, at
its meeting on November 14, 2016, the Compensation Committee of
the Board granted to each of Mr. Connors and Mr. Landuyt an award
of 9,560 restricted units under the Partnerships 2009 Restricted
Unit Plan (the Plan), effective as of January 1, 2017, each award
having a market value of $300,000 (calculated by multiplying said
number of restricted units by the average of the closing prices,
on the New York Stock Exchange, of one Common Unit of the
Partnership for the 20 trading days prior to November 15, 2016
($31.38)).Such restricted units will vest over time, with
one-third of the restricted units vesting on each of the first
three anniversaries of November 15, 2016.Upon vesting, restricted
units are automatically converted into Common Units of the
Partnership.

(e)At its regular meeting on November 14, 2016, the Compensation
Committee of the Partnerships Board of Supervisors amended the
2014 Long-Term Incentive Plan of the Partnership (the LTIP) to
revise the performance targets and associated level of vesting
that applies to awards made under the LTIP on or after September
25, 2016.

The following table summarizes the performance targets and
associated level of vesting that applies to awards made under the
LTIP prior to the amendment, based on the achievement level of
the Distribution Coverage Ratio (as that term is defined in the
LTIP):

Distribution Coverage Ratio

% of Award Earned

1.50 or higher (Maximum)

150%

1.20 (Target)

50%

1.00 (Entry)

50%

Less than 1.00

0%

Between entry and target performance, for every additional 0.01
increase in the Distribution Coverage Ratio, an additional 2.5%
of the award is earned.Between target and maximum performance,
awards are earned according to the following schedule:

Distribution Coverage Ratio

% of Award Earned

Distribution Coverage Ratio

% of Award Earned

1.50 or higher

150.0%

1.34

123.4%

1.49

148.4%

1.33

121.7%

1.48

146.8%

1.32

120.0%

1.47

145.1%

1.31

118.4%

1.46

143.4%

1.30

116.7%

1.45

141.8%

1.29

115.0%

1.44

140.1%

1.28

113.4%

1.43

138.4%

1.27

111.7%

1.42

136.7%

1.26

110.0%

1.41

135.1%

1.25

108.4%

1.40

133.4%

1.24

106.7%

1.39

131.7%

1.23

105.0%

1.38

130.1%

1.22

103.3%

1.37

128.4%

1.21

101.7%

1.36

126.7%

1.20

100.0%

1.35

125.1%

As a result of the amendment, for awards made on or after
September 25, 2016, the following table summarizes the
performance targets and associated level of vesting, based on the
achievement level of the Distribution Coverage Ratio:

Distribution Coverage Ratio

% of Award Earned

1.25 or higher (Maximum)

150%

1.10 (Target)

50%

1.00 (Entry)

50%

Less than 1.00

0%

As a result of this amendment, between entry and target
performance, for every additional 0.01 increase in the
Distribution Coverage Ratio, an additional 5% of the award will
be earned.Between target and maximum performance, awards will be
earned according to the following schedule:

Distribution Coverage Ratio

% of Award Earned

1.25 or higher

150.0%

1.24

146.7%

1.23

143.3%

1.22

140.0%

1.21

136.7%

1.20

133.3%

1.19

130.0%

1.18

126.7%

1.17

123.3%

1.16

120.0%

1.15

116.7%

1.14

113.3%

1.13

110.0%

1.12

106.7%

1.11

103.3%

1.10

100.0%

The amendment to the LTIP did not lower the minimum required
Distribution Coverage Ratio for participants to earn an
entry-level award.The Committees decision to reduce the
target-level and maximum-level award thresholds was to strike a
better balance between an award that is reasonably achievable,
yet not assured.

In addition, a corrective amendment to the existing LTIP document
was approved in order to properly reflect the original intent of
the change of control language contained in the Partnerships
successive long term incentive plans to provide for a payout of
the maximum threshold amount upon a change of control.When the
current LTIP was adopted effective 2014, the maximum payout
opportunity for participants under the LTIP was increased from
125% to 150%, but this increase was inadvertently not reflected
in the change of control provision of the LTIP.This amendment
simply aligns the change of control language to coincide with the
current maximum threshold.

The foregoing summary description of the amendment to the LTIP is
qualified in its entirety by the full text of the amended plan,
which is filed as Exhibit 99.2 to this Current Report and
incorporated herein by reference.

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS

(d)Exhibits.

99.1

Press Release of Suburban Propane Partners, L.P. dated
November 16, 2016 announcing the election of Terence J.
Connors and William M. Landuyt to its Board of
Supervisors.

99.2

2014 Long-Term Incentive Plan of Suburban Propane, L.P.,
as amended on November 14, 2016.


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