TARGA RESOURCES CORP. (NYSE:TRGP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02

As described below in this Form 8-K, on May22, 2017, at the
annual meeting of stockholders (Annual Meeting) of Targa
Resources Corp. (Targa or the Company), the stockholders approved
the adoption of the Amended and Restated Targa Resources Corp.
2010 Stock Incentive Plan (as amended and restated effective
May22, 2017) (the Restated 2010 Plan). As a result, the Restated
2010 Plan became effective on May22, 2017.

In addition to certain other administrative items that were
updated within the plan, the approval of the Restated 2010 Plan
resulted in the increase in the number of shares of common stock
available under the plan by an additional 10,000,000 shares (for
an aggregate total of 15,000,000) and an extension of the term of
the Restated 2010 Plan to May22, 2027. Other updates to the
Restated 2010 Plan include a provision that generally requires a
minimum vesting period of one year for 95% of the awards that may
be granted to the Restated 2010 Plan, the addition of new award
types such as stock appreciation rights, a clawback provision,
and updates to the plan that will allow the Company to grant
performance-based awards that are compliant with Section 162(m)
of the Internal Revenue Code of 1986, as amended.

A copy of the Restated 2010 Plan is attached hereto as Exhibit
10.1 and is incorporated herein by reference. The foregoing
summary is qualified in its entirety by the complete terms and
conditions of the Restated 2010 Plan. A description of the
material terms of the Restated 2010 Plan was included in the
Companys definitive proxy statement on Schedule 14A filed with
the Securities and Exchange Commission on March29, 2017 (the
Proxy Statement).

The Company held its Annual Meeting on May22, 2017. At the Annual
Meeting, the Companys stockholders were requested to: (1)elect
four ClassI Directors to serve on the Companys Board of Directors
for a term of office expiring at the Companys 2020 Annual Meeting
of Stockholders; (2)ratify the selection of
PricewaterhouseCoopers LLP as the Companys independent registered
public accounting firm for 2017; (3) approve, on an advisory
basis, the compensation of the Companys named executive officers;
(4)approve, on an advisory basis, the frequency of future
non-binding advisory votes on the compensation of the Companys
named executive officers to occur every three years, every two
years or every year; (5)approve the adoption of the Restated 2010
Plan; and (6)approve the issuance of the Companys common stock
upon conversion of the Companys Series A Preferred Stock and the
exercise of the Companys outstanding warrants. The following are
the final voting results on proposals considered and voted upon
at the meeting, each of which is more fully described in the
Proxy Statement:

In light of this vote and the Companys Board of Directors prior
recommendation, the Companys Board of Directors has determined
that the Company will hold an annual non-binding advisory vote on
executive compensation. Accordingly, the Company will request an
advisory vote on executive compensation every year in its future
proxy materials until the next stockholder vote on the frequency
of such votes. The Company will re-evaluate this determination in
connection with its next stockholder non-binding advisory vote
regarding the frequency of future non-binding advisory votes on
executive compensation.