Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On December 16, 2021, GIP III Stetson I, L.P., in its capacity as the sole
member of EnLink Midstream Manager, LLC (the "Manager"), the managing member of
EnLink Midstream, LLC ("ENLC"), increased the size of the Board of Directors of
the Manager (the "Manager Board") from eight to nine and elected and appointed
Tiffany ("TJ") Cepak as a director to serve on the Manager Board.
Ms. Cepak will serve as an independent director. As an independent director,
Ms. Cepak will be paid an annual retainer fee of $97,500 and receive an annual
equity award valued at $115,000. Directors do not receive an attendance fee for
each regularly scheduled quarterly board meeting or each additional meeting that
they attend. In addition, directors are reimbursed for out-of-pocket expenses
incurred in connection with service on the Manager Board. Ms. Cepak will serve
on the Audit Committee and on the Conflicts Committee of the Manager Board.
Ms. Cepak most recently served as the Chief Financial Officer of Energy XXI Gulf
Coast, Inc., an oil and natural gas development and production company, from
August 2017 until its sale in October 2018. Ms. Cepak also served as the Chief
Financial Officer of KLR Energy Acquisition Corp. (and, subsequent to its
business combination, Rosehill Resources Inc.) from January 2015 to June 2017
and as Chief Financial Officer of EPL Oil & Gas, Inc. from 2010 until June 2014,
when EPL was sold. Ms. Cepak previously held a number of other positions with
EPL, since joining them in 2001, including Treasurer, Director of Investor
Relations, and Director of Corporate Reserves. Ms. Cepak began her career as a
Senior Reservoir Engineer with Exxon Production Company and Exxon Mobil Company
with operational roles, including reservoir and subsurface completion
engineering. Ms. Cepak currently serves on the board of directors of Ranger Oil
Corporation, Patterson-UTI Energy, Inc., and California Resources Corporation.
Ms. Cepak also served as a director of Yates Petroleum Corporation, a privately
owned, independent oil and gas exploration and production company, from
October 2015 to October 2016. Ms. Cepak holds a B.S. in Engineering from the
University of Illinois and an MBA from Tulane University. Ms. Cepak was selected
to serve as a director due to, among other factors, her extensive experience in
the energy sector and her engineering, operational and finance experience.
Indemnification Agreement
ENLC has a practice of entering into indemnification agreements (the
"Indemnification Agreements") with each of the Manager's directors and executive
officers (collectively, the "Indemnitees"). In connection with her appointment
to the Manager Board, ENLC entered into an Indemnification Agreement with
Ms. Cepak. Under the terms of the Indemnification Agreements, ENLC has agreed to
indemnify and hold the Indemnitee harmless, subject to certain conditions, from
and against any and all losses, claims, damages, liabilities, judgments, fines,
taxes (including ERISA excise taxes), penalties (whether civil, criminal, or
other), interest, assessments, amounts paid or payable in settlements, or other
amounts and any and all "expenses" (as defined in the Indemnification
Agreements) arising from any and all threatened, pending, or completed claims,
demands, actions, suits, proceedings, or alternative dispute mechanisms, whether
civil, criminal, administrative, arbitrative, investigative, or otherwise,
whether made pursuant to federal, state, or local law, whether formal or
informal, and including appeals (each, a "proceeding"), in each case, in which
the Indemnitee may be involved, or is threatened to be involved, as a party, a
witness, or otherwise, including any inquiries, hearings, or investigations that
the Indemnitee determines might lead to the institution of any proceeding,
related to the fact that the Indemnitee is or was a director, manager, or
officer of ENLC or the Manager, or is or was serving at the request of ENLC or
the Manager, each as applicable, as a manager, managing member, general partner,
director, officer, fiduciary, trustee, or agent of any other entity,
organization, or person of any nature. ENLC has also agreed to advance the
expenses of an Indemnitee relating to the foregoing. To the extent that a change
in the laws of the State of Delaware permits greater indemnification under any
statute, agreement, organizational document, or governing document than would be
afforded under the Indemnification Agreements as of the date of the
Indemnification Agreements, the Indemnitee shall enjoy the greater benefits so
afforded by such change.
2
The foregoing description of the Indemnification Agreements does not purport to
be complete and is qualified in its entirety by reference to the complete text
of the Form of Indemnification Agreement, the form of which was filed
as Exhibit 10.1 to ENLC's Current Report on Form 8-K dated July 17, 2018,
filed with the Securities and Exchange Commission on July 23, 2018 , and which
is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On December 20, 2021, the Company issued a press release announcing the
appointment described in Item 5.02 of this Current Report on Form 8-K (the
"Current Report"). A copy of the press release is furnished as Exhibit 99.1 to
this Current Report. In accordance with General Instruction B.2 of Form 8-K, the
information set forth in this Item 7.01 and the attached exhibit shall be deemed
to be furnished and shall not be deemed to be "filed" for purposes of Section 18
of the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT
NUMBER DESCRIPTION
99.1 - Press release dated December 20, 2021.
104 - Cover Page Interactive Data File, formatted in Inline XBRL
(included as Exhibit 101).
3© Edgar Online, source Glimpses
ENLINK MIDSTREAM, LLC 
