USA Compression Partners, LP (NYSE:USAC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On October11, 2017, director John D. Chandler announced to the Board of Directors (the “GP Board”) of USA Compression GP, LLC (the “General Partner”), the general partner of USA Compression Partners, LP (the “Partnership”), his intent to resign from the GP Board effective October15, 2017, and the GP Board accepted his resignation effective as of such date. Mr.Chandler’s resignation is for personal reasons as he has accepted a position with another publically traded company and does not arise from any disagreement with the General Partner, its management or its Board of Directors on any matter relating to the General Partner’s, or the Partnership’s, operations, policies or practices, the general direction of the General Partner or the Partnership, or Mr.Chandler’s role on the Board of Directors.
On October13, 2017, the Board of Managers of USA Compression Holdings, LLC (the “Holdings Board”), as sole member of the General Partner, appointed Jerry L. Peters to serve as a director on the GP Board to fill the vacancy created by Mr.Chandler’s resignation, effective October16, 2017. As Mr.Chandler served as the chairman of the Audit Committee, Mr.Peters was appointed by the GP Board to the Audit Committee of the GP Board (the “Audit Committee”) and to serve as the chairman of the Audit Committee. Mr.Peters qualifies as an independent director under the rulesof the Securities and Exchange Commission and the New York Stock Exchange, and also qualifies as the audit committee financial expert. There are no arrangements or understandings between Mr.Peters and any other persons to which he will serve as a director. There are no relationships between Mr.Peters and the General Partner or any related person of the General Partner that would require disclosure to Item 404(a)of Regulation S-K.
In connection with Mr.Peters’ appointment to the GP Board, he is eligible to receive phantom unit grants under the USA Compression Partners, LP, 2013 Long-Term Incentive Plan. Mr.Peters will receive (i)an annual cash retainer of $75,000 for his services on the GP Board, (ii)an additional annual retainer of $15,000 for service as the chair of any standing committee, and (iii)meeting attendance fees of $2,000 per meeting attended.
On October13, 2017, the Holdings Board also appointed Michael A. Wichterich to serve as a director on the GP Board to fill the vacancy created by Andrew W. Ward’s resignation on October5, 2016, effective October16, 2017. There are no arrangements or understandings between Mr.Wichterich and any other persons to which he will serve as a director. There are no relationships between Mr.Wichterich and the General Partner or any related person of the General Partner that would require disclosure to Item 404(a)of Regulation S-K.
Mr.Wichterich will not receive any compensation from us for his service as director of the GP Board.