Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Crestwood Equity Partners LP ("Crestwood" or the "Partnership") issued a press
release on August 15, 2022 announcing that the board of directors (the "Board")
of Crestwood Equity GP LLC (the "General Partner"), the general partner of the
Partnership, promoted John Black to Executive Vice President and Chief Financial
Officer of the Partnership effective as of August 11, 2022. As a result of
Mr. Black's promotion, Robert Halpin, who previously served as President and
Chief Financial Officer, will continue to serve as President.
Mr. Black, age 34, formerly Senior Vice President - Finance, has been with the
Partnership since November 2014, and in his time with Crestwood has played an
integral role in the development and execution of its corporate and financial
strategy. In his new role, Mr. Black will serve as the principal financial
officer of the Partnership.
In connection with Mr. Black's appointment as Executive Vice President and Chief
Financial Officer, Crestwood Operations LLC and Mr. Black entered into an
Amended and Restated Employment Agreement (the "Employment Agreement"). The
initial term of the Employment Agreement expires on December 31, 2022, with
automatic extensions for additional one-year periods unless either party
provides at least thirty days' advance written notice of non-renewal.
Mr. Black will receive a base salary of $400,000, a target bonus of 90% of base
salary and a target equity award consisting of restricted units and performance
units of 240% of base salary for the 2023 fiscal year.
With respect to the disclosure required by Item 401(d) of Regulation S-K, there
are no family relationships between Mr. Black and any director or executive
officer of the Partnership. With respect to Item 404(a) of Regulation S-K, there
are no relationships or related transactions between Mr. Black and the
Partnership that would be required to be reported.
Under the terms of the Mr. Black's Employment Agreement dated as of , if
Mr. Black's employment is terminated without "employer cause" or Mr. Black
resigns due to "employee cause" or Mr. Black's employment terminates as a result
of death or permanent disability, Mr. Black will be entitled to receive
severance equal to two times the sum of his base salary and average annual bonus
for the prior two years, payable in equal installments over an 18-month period
following termination.
The foregoing description of the Employment Agreement is subject to, and is
qualified in entirety by, the full text of the Employment Agreement, which is
attached hereto as Exhibit 10.1 and incorporated by reference into this Item
5.02.
Item 7.01 Regulation FD Disclosure.
A copy of the press release announcing the executive officer appointments is
furnished as Exhibit 99.1 to this Current Report and is incorporated herein by
reference.
The information in this Item 7.01 (including the exhibit) shall not be deemed to
be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject
to the liabilities of that section and is not incorporated by reference into any
filing under the Securities Act of 1933, as amended, or the Exchange Act.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Exhibit Description
10.1 Employment Agreement between John Black and Crestwood
Operations LLC, dated August 15, 2022
99.1 Press Release issued on August 15, 2022
104 Cover Page Interactive Data File (embedded within the Inline
XBRL document)
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