Item 1.01 Entry into a Material Definitive Agreement.
On October 2, 2020, in connection with the appointment of David Kurt as Co-Chief
Operating Officer of BP Midstream Partners GP LLC (the "General Partner"), the
General Partner and BP Midstream Partners LP (the "Partnership"), entered into
an Indemnification Agreement with Mr. Kurt pursuant to which the General Partner
and the Partnership will be required to indemnify Mr. Kurt to the fullest extent
permitted under Delaware law against liability that may arise by reason of his
service to the General Partner and the Partnership and to advance him expenses
incurred as a result of any proceeding against him to which he could be
indemnified.
On October 8, 2020, in connection with the appointment of Jack Collins as a
director of the General Partner, the General Partner and the Partnership entered
into an Indemnification Agreement with Mr. Collins pursuant to which the General
Partner and the Partnership will be required to indemnify Mr. Collins to the
fullest extent permitted under Delaware law against liability that may arise by
reason of his service to the General Partner and the Partnership and to advance
him expenses incurred as a result of any proceeding against him to which he
could be indemnified.
The foregoing description is qualified in its entirety by reference to the full
text of the Indemnification Agreement, the form of which is filed as Exhibit
10.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by
reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Director and Chief Financial Officer
On October 2, 2020, Brian Smith informed the Secretary of the General Partner of
his intent to retire from his position as a director of the General Partner,
effective October 8, 2020. Mr. Smith's retirement was not due to any
disagreement with the Partnership on any matter relating to the Partnership's
operations, policies or practices.
Also on October 2, 2020, Craig Coburn informed the Secretary of the General
Partner that he will retire as a director and Chief Financial Officer of the
General Partner, with his departure to be effective February 2021. Mr. Coburn's
retirement was not due to any disagreement with the Partnership on any matter
relating to the Partnership's operations, policies or practices. It is
anticipated that Mr. Coburn will remain with the General Partner in the roles of
director and Chief Financial Officer until the effective date of his retirement,
and that upon such effective date and in connection with a thorough management
of change process, Mr. Collins would succeed Mr. Coburn as the General Partner's
Chief Financial Officer. Until such time, Mr. Coburn will continue to serve as
director and Chief Financial Officer of the General Partner. The appointment of
Mr. Collins as Chief Financial Officer of the General Partner is subject to
future Board approval.
Appointment of Director
Effective October 8, 2020, BP Midstream Partners Holdings LLC, sole member of
the General Partner, appointed Mr. Jack Collins as a director of the General
Partner.
Mr. Collins, 45, has served as President of BPX Energy since July 2020, prior to
which he served as Senior Vice President and Chief Financial Officer of BPX
Energy from December 2014. Prior to joining BPX Energy, Mr. Collins held various
executive roles in finance and investor relations, including at Denbury
Resources, Inc and PostRock Energy Corp. He has more than 20 years' experience
across the energy sector. Mr. Collins has a Bachelor of Arts in Economics from
the University of Colorado and completed the Advanced Management Program at
Harvard Business School.
There are no arrangements or understandings between Mr. Collins and any other
persons pursuant to which Mr. Collins was selected as a director. There are no
relationships between Mr. Collins and the General Partner or any of its
subsidiaries that would require disclosure pursuant to Item 404(a) of Regulation
S-K.
In connection with his appointment, Mr. Collins entered into an indemnification
agreement with the Partnership and the General Partner. The information included
in Item 1.01 of this Current Report on Form 8-K is incorporated by reference
into this Item 5.02 of this Current Report on Form 8-K.
Appointment of Co-Chief Operating Officer
Effective October 1, 2020, the Board of Directors of the General Partner
appointed David Kurt as Co-Chief Operating Officer of the General Partner. Mr.
Kurt shall have all responsibilities, duties and authority of the Chief
Operating Officer, to be executed in conjunction and coordination with Mr.
Gerald Maret. Upon the effective date of Mr. Maret's resignation as Chief
Operating Officer (previously announced), Mr. Kurt's title shall change to Chief
Operating Officer.
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Mr. Kurt, 52, has served as Refinery Manager of the Whiting Refinery, and is
responsible for all aspects of performance of BP plc's ("BP") largest refinery
("Whiting") since May 2020. Since 2004, Mr. Kurt has held various positions at
Whiting, including as Health, Safety, Security and Environment Manager from 2019
to 2020, Production Manager from 2017 to 2019, and Business Improvement Manager
from 2015 to 2017. Mr. Kurt joined BP in 1996 and has a Bachelor of Science in
Agricultural Engineering and a Master of Business Administration from Ohio State
University.
There are no arrangements or understandings between Mr. Kurt and any other
persons pursuant to which Mr. Kurt was selected as Co-Chief Operating Officer.
There are no relationships between Mr. Kurt and the General Partner or any of
its subsidiaries that would require disclosure pursuant to Item 404(a) of
Regulation S-K.
In connection with his appointment, Mr. Kurt entered into an indemnification
agreement with the Partnership and the General Partner. The information included
in Item 1.01 of this Current Report on Form 8-K is incorporated by reference
into this Item 5.02 of this Current Report on Form 8-K.
The Partnership is filing this Current Report on Form 8-K on the date which it
is first making a public announcement of the appointment described herein in
accordance with the instruction to paragraph (c) of Item 5.02 of Form 8-K. The
press release issued by the Partnership announcing the appointment of Mr. Kurt
as Co-Chief Operating Officer is attached as Exhibit 99.1 to this Current Report
on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Number Description
Form of Indemnification Agreement (incorporated by reference to Exhibit
10.6 to the Partnership's Registration Statement on Form S-1/A, File No.
10.1+ 333-220407, as filed on September 25, 2017).
99.1 Press Release dated October 8, 2020 issued by BP Midstream Partners LP
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+ Management contract or compensatory plan or arrangement.
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