WESTERN REFINING LOGISTICS, LP (NYSE:WNRL) Files An 8-K Changes in Registrant’s Certifying Accountant

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WESTERN REFINING LOGISTICS, LP (NYSE:WNRL) Files An 8-K Changes in Registrant’s Certifying Accountant

Item4.01

Changes in Registrants Certifying
Accountant.

Effective June 1, 2017, Deloitte Touche LLP (Deloitte) resigned
as the Companys certifying accountant and auditor. Deloitte
asserts that its decision to resign is not the result of any
disagreement with the Company or its management during the
Companys two most recent fiscal years or any subsequent interim
period preceding the termination. In connection with the audits
of the Companys financial statements for the fiscal year ended
December 31, 2016 and through the date of this Current Report,
there were: (i) no disagreements with Deloitte on any matters of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which
disagreement(s), if not resolved to the satisfaction of Deloitte,
would have caused it to make reference to the subject matter of
the disagreement(s) in connection with its reports, and (ii) no
reportable events of the type described in Item 304(a)(1)(v) of
Regulation S-K. Deloitte, as the Companys independent registered
public accountant firm, did not provide an adverse opinion or
disclaimer of opinion to our financial statements, nor modify its
opinion as to uncertainty, audit scope or accounting principles.

Deloitte provided to the Company a letter addressed to the
Securities and Exchange Commission stating that Deloitte agrees
with the statements made herein. A copy of such letter, dated
June 1, 2017, is filed as Exhibit 16.1 to this Form 8-K.

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Item5.01. Changes in Control of Registrant.

The information set forth in the Introductory Note of this
Current Report on Form 8-K is incorporated herein by reference.

Item5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

Director Resignations and Elections

In connection with the Merger, Paul L. Foster, Jeff A. Stevens
and Scott D. Weaver resigned as members of the Board of Directors
(the Board) of the General Partner.

Effective June1, 2017, following the closing of the Merger,
Gregory J. Goff, Steven M. Sterin, Keith M. Casey and Stephan
E.Tompsett were elected as members of the Board. Messrs. Goff,
Sterin, Casey and Tompsett are compensated by Tesoro for their
service as officers of Tesoro, and will not receive any
additional compensation for their service on the Board.

The independent directors of the Board, Andrew L. Atterbury,
David D. Kinder and Michael C. Linn, will continue to serve on
the Board.

Officer Resignations and Appointments

Effective June1, 2017, the Board removed each officer of the
General Partner, concurrent with the closing of the Merger.

Effective June1, 2017, following the closing of the Merger, the
Board appointed Mr.Goff, 60, as Chairman and Chief Executive
Officer of the General Partner. Mr.Goff was named President and
Chief Executive Officer of Tesoro in May 2010 and Chairman of
Tesoros Board of Directors in December 2014. Mr.Goff also serves
as Chief Executive Officer and Chairman of the Board of Directors
of Tesoro Logistics GP, LLC (TLGP), the general partner of Tesoro
Logistics LP. Since March 2015, Mr.Goff has served as Chairman of
the Board of the American Fuel Petrochemical Manufacturers.
Before joining Tesoro, he served as Senior Vice President,
Commercial for ConocoPhillips Corporation, an international,
integrated energy company, from 2008 to 2010. Mr.Goff held
various positions at ConocoPhillips from 1981 to 2008, including
Managing Director and CEO of Conoco JET Nordic from 1998 to 2000;
Chairman and Managing Director of Conoco Limited, a UK-based
refining and marketing affiliate, from 2000 to 2002; President of
ConocoPhillips Europe and Asia Pacific downstream operations from
2002 to 2004; President of ConocoPhillips specialty businesses
and business development from 2006 to 2008; and President of
ConocoPhillips specialty businesses and business development from
2006 to 2008. Mr.Goff serves as Chairman of the Board of the
American Fuel and Petrochemical Manufacturers trade association
and on the National Advisory Board of the University of Utah
Business School. Previously, Mr.Goff served on the board of
Chevron Phillips Chemical Company and was a member of the
upstream and downstream committees of the American Petroleum
Institute. In addition, Mr.Goff has public company experience
from his prior service on the board of directors of DCP Midstream
GP, LLC. Mr.Goff received a Bachelors degree in Science and
Masters degree in Business Administration from the University of
Utah.

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Mr.Goff is compensated by Tesoro and is not expected to receive
any additional compensation for his service as an officer of the
Company.

Effective June1, 2017, following the closing of the Merger, the
Board appointed C. Douglas Johnson, 52, as President of the
General Partner. Mr.Johnson previously served as Western
Refinings Senior Vice President, Supply and Trading since August
2012, and as Vice President, Trading from May 2007 to August
2012.Mr.Johnson joined Western Refining in July 2004 as Director,
Product Trading.Prior to joining Western Refining, Mr.Johnson
served in various commercial and marketing roles with
ConocoPhillips, an international, integrated energy company,
Tosco Corporation, an independent petroleum refining and
marketing company, and BP, a multinational oil and gas company.

In connection with his new position, Mr.Johnson will receive an
initial base salary of $320,000 and will be eligible to
participate in Western Refinings annual performance bonus plan
with a target bonus opportunity equal to 75% of his base salary.
His actual bonus will be based on actual performance relative to
corporate and business unit goals established under the plan.

Effective June1, 2017, following the closing of the Merger, the
Board appointed Mr.Sterin, 45, as Executive Vice President and
Chief Financial Officer of the General Partner. Since August
2014, he has served as Executive Vice President, Chief Financial
Officer of Tesoro. He also serves as President and Chief
Financial Officer of Tesoro Logistics since May 2017, having
served as Executive Vice President, Chief Financial Officer and a
member of TLGPs Board since April 2016, and prior to that as Vice
President, Chief Financial Officer and a member of TLGPs Board
since August 2014. Prior to Tesoro, Mr.Sterin was Senior Vice
President and Chief Financial Officer for Celanese Corporation, a
global technology and specialty material company, from July 2007
until May 2014 and continued to serve as an employee until August
2014. From December 2010 through January 2013, he was also
president of Celaneses Advanced Fuel Technologies business.
Mr.Sterin joined Celanese in 2003 as Director of Finance and
Controller for Celaneses chemical business and also served as
Corporate Controller and Principal Accounting Officer before
being appointed CFO. Before Celanese, Mr.Sterin spent six years
with global chemicals company Reichhold, Inc. in a variety of
financial positions, including Director of Tax and Treasury in
the Netherlands, Global Treasurer and Vice President of Finance
for one of Reichholds divisions in North Carolina. Mr.Sterin
holds a Master of Professional Accounting degree and a Bachelor
of Business Administration degree in accounting, which he earned
concurrently at the University of Texas at Austin. He is also a
certified public accountant in Texas.

Mr.Sterin is compensated by Tesoro and is not expected to receive
any additional compensation for his service as an officer of the
General Partner.

Effective June1, 2017, following the closing of the Merger, the
Board appointed Blane W. Peery, 50, as Vice President and
Controller of the General Partner. Mr.Peery has served as Vice
President and Controller of both Tesoro and TLGP since November
2016. Prior to that, he

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served as Vice President, Process Excellence and Chief
Information Officer of Tesoro from February 2015 through October
2016. Mr.Peery has experience leading global accounting
organizations, business planning and analysis functions, supply
chain groups, global shared services including finance, human
resources, information technology, and mergers and acquisitions
integration.

From March 2014 to February 2015, Mr.Peery served as VP, Global
Business Services at Mylan N.V., a leading global pharmaceutical
company. Prior to that he worked for Celanese Corporation, a
global technology and specialty materials company, for over 20
years in roles with increasing responsibility, including
positions as its Vice President, Global Business Services from
October 2012 to March 2014, its Vice President, Supply Chain from
October 2011 to October 2012 and its first-ever Global Accounting
Director. Mr.Peery began his career as an auditor for
PricewaterhouseCoopers and is a Certified Public Accountant
(CPA). Mr.Peery holds a Bachelor of Business Administration
degree in accounting, which he earned at the University of Texas
at Austin.

Mr.Peery is compensated by Tesoro and is not expected to receive
any additional compensation for his service as an officer of the
General Partner.

Item9.01 Financial Statements and Exhibits

(d) The following exhibits are being filed as part of this
Report.

16.1 Letter from Deloitte Touche LLP

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About WESTERN REFINING LOGISTICS, LP (NYSE:WNRL)

Western Refining Logistics, LP owns, operates, develops, and acquires logistics and related assets and businesses to include terminals, storage tanks, pipelines and other logistics assets related to the terminaling, transportation, storage and distribution of crude oil and refined products. The Company’s segments are the logistics segment and the wholesale segment. The Company operates its logistics business and wholesale business under commercial and service agreements with Western Refining, Inc. (Western). The Company’s logistics assets consist of pipeline and gathering infrastructure and terminaling, transportation and storage assets in the Southwestern portion of the United States, including approximately 685 miles of pipelines and over 8.2 million barrels (bbls) of active storage capacity, as well as other assets. The Company’s wholesale segment business consists of fuel distribution, crude trucking and lubricants distribution.