Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On December 29, 2022, Dan Duncan LLC, the sole member of Enterprise Products
Holdings LLC (the "General Partner"), the general partner of Enterprise Products
Partners L.P. (the "Partnership"), appointed a new slate of individuals together
constituting the entire board of directors (the "Board") of the General Partner,
with such appointment to become effective as of January 1, 2023. The new slate
of directors includes (a) the following existing members of the Board: Richard
H. Bachmann, Carin M. Barth, Murray E. Brasseux, W. Randall Fowler, James T.
Hackett, William C. Montgomery, John R. Rutherford, A. James Teague, Harry P.
Weitzel and Randa Duncan Williams and (b) the following new member of the Board:
Rebecca G. Followill.
Mrs. Followill, age 64, is a petroleum engineer with 38 years of energy industry
experience, including over 25 years providing analysis and assessing the
valuations and competitiveness of public and private companies as a securities
analyst. She retired from U.S. Capital Advisors in May 2022, most recently
serving as a Senior Managing Director. Prior to joining U.S. Capital Advisors in
December 2010, Mrs. Followill served in senior roles at Tudor, Pickering, Holt,
& Co. from 2007 to 2010, Howard Weil, Inc. from 2000 to 2007 and Merrill Lynch
from 1997 to 2000. She began her career as a reservoir engineer for Tenneco Oil
Company. Mrs. Followill serves on the board of the Texas A&M Petroleum Ventures
Program. She was also named to Hart Energy's list of 25 Influential Women of
Energy.
Mrs. Followill will receive compensation for her services as a director
consistent with that provided to the General Partner's other non-employee
directors, as previously disclosed in the Partnership's Annual Report on Form
10-K for the year ended December 31, 2021 (the "Annual Report"). There are no
arrangements or understandings between Mrs. Followill and any other person
pursuant to which she was appointed as a director. Also effective as of
January 1, 2023, Mrs. Followill was appointed to serve on the Board's Audit and
Conflicts Committee.
As previously disclosed, the Board has adopted the "Enterprise Products Partners
L.P. Governance Guidelines" (the "Governance Guidelines"), which address several
matters regarding the governance of the Partnership and the General Partner,
including qualifications for directors. The Governance Guidelines provide that a
non-management director will not be eligible for reappointment to the Board
after the end of the calendar year during which he or she reaches 80 years of
age (subject to limited exceptions). As a consequence, Richard S. Snell, who
reached 80 years of age during 2022 (and who served as a non-management director
prior to January 1, 2023), was not reappointed to the Board. Mr. Snell's
departure did not result from any disagreement with the Partnership, the General
Partner or its management on any matter relating to the Partnership's business
operations, policies or practices.
After giving effect to the appointment of the Board members, Mr. Snell was
appointed by the Board as an advisory director. Mr. Snell will receive
compensation for his services as an advisory director consistent with that
provided to the General Partner's other advisory directors, as previously
disclosed in the Annual Report.
Ms. Williams will continue to serve as the non-executive Chairman of the Board,
and Mr. Bachmann will continue to serve as the non-executive Vice Chairman of
the Board. In addition, Edwin E. Smith will continue to serve as an additional
advisory director, and O. S. Andras will continue to serve as an honorary
director. Advisory directors and honorary directors are not entitled to vote as
directors on any matters.
Effective January 1, 2023, in connection with the appointment of the new Board,
the Audit and Conflicts Committee, Governance Committee and Capital Projects
Committee of the Board consist of:
Audit and Conflicts Committee Governance Committee Capital Projects Committee
William C. Montgomery - Chairman James T. Hackett - Chairman A. James Teague - Co-Chairman
Murray E. Brasseux Carin M. Barth W. Randall Fowler - Co-Chairman
Rebecca G. Followill John R. Rutherford Richard H. Bachmann
Carin M. Barth
Murray E. Brasseux
James T. Hackett
Harry P. Weitzel
Randa Duncan Williams
On December 29, 2022, the Partnership issued a press release announcing the
addition of Mrs. Followill to the Board and the appointment of Mr. Snell as an
advisory director. A copy of the press release is attached as Exhibit 99.1 to
this report and is incorporated by reference herein.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release dated December 29, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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