Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 25, 2022, Michael N. Mears, Chairman of the Board, Chief Executive
Officer and President of Magellan GP, LLC (the "Company"), the general partner
of Magellan Midstream Partners, L.P. ("Magellan"), informed the board of
directors (the "Board") that he will retire from his positions effective April
30, 2022 (the "Retirement Date"). Following his retirement announcement, the
Company and Mr. Mears entered into a retirement agreement. The retirement
agreement contains a release of claims in favor of the Company and a
non-disparagement provision. In addition, the retirement agreement provides that
Mr. Mears is eligible to receive a full bonus under the Company's 2022 Annual
Incentive Program and full vesting of his unvested phantom units, in each case,
subject to the achievement of performance goals under such arrangements and his
continued employment with the Company through the Retirement Date. The Board
then elected Barry R. Pearl, currently the independent Lead Director, as
Chairman of the Board effective May 1, 2022.
On January 25, 2022, the Board elected Aaron L. Milford to replace Mr. Mears as
Chief Executive Officer and President and as a director of the Board effective
May 1, 2022, immediately upon Mr. Mears' retirement. Mr. Milford, 48, currently
serves as Chief Operating Officer of the Company and has served in such capacity
since 2019. He served as Senior Vice President and Chief Financial Officer from
2015 to 2019. Mr. Milford served as Vice President, Crude Oil Business
Development from 2014 to 2015. From 2013 through 2014, he served as Director,
Crude Oil Business Development, from 2011 through 2012, as Director, Commercial
Development, and from 2007 through 2010, as Director, Business Development.
Prior to joining Magellan in 2004, Mr. Milford worked for The Williams
Companies, Inc. and MAPCO, Inc. since 1995 in various staff and management
positions including the areas of financial planning, business development and
mergers and acquisitions. Mr. Milford has a Bachelor of Science in Accounting
and an M.B.A. from the University of Tulsa. He is also a Chartered Financial
Analyst.
Upon the effective date of his promotion, Mr. Milford will be eligible to
participate in the compensation and benefit plans described in the section
entitled "Compensation of Directors and Executive Officers" in Magellan's proxy
statement relating to its 2021 Annual Meeting of Limited Partners, as filed with
the Securities and Exchange Commission on February 18, 2021 (and such
descriptions, with the exception of the sub-section entitled "Compensation
Committee Report", are incorporated herein by reference). In addition, Mr.
Milford's base salary will be increased to $830,000 per year, his Annual
Incentive Program payout percentage will be increased to 125% and, under the
Magellan Midstream Partners' Long-Term Incentive Plan, his 2022
performance-based phantom unit award will be increased by 8,572 units and his
2022 retention-based phantom unit award will be increased by 8,571 units. There
are no arrangements or understandings between Mr. Milford and any other person
pursuant to which he was selected as an officer. There are no existing
relationships between Mr. Milford and Magellan or any of its subsidiaries that
would require disclosure pursuant to Item 404(a) of Regulation S-K or any
familial relationship that would require disclosure under Item 401(d) of
Regulation S-K.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On January 25, 2022, Magellan, acting as the sole member of the Company, entered
into Amendment No. 2 (the "LLCA Amendment") to the Third Amended and Restated
Limited Liability Company Agreement of the Company. The LLCA Amendment, which is
effective as of January 25, 2022, allows for the separation of the offices of
Chairman of the Board and Chief Executive Officer. The LLCA Amendment is filed
as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item 7.01. Regulation FD Disclosure.
On January 26, 2022, Magellan issued a press release regarding the matters set
forth in Item 5.02. The press release is furnished as Exhibit 99.1 hereto and is
incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") or otherwise subject to the liabilities of that
Section, nor shall it be deemed to be incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
Exhibit 3.1 Amendment No. 2 dated January 25, 2022 to Third Amended and
Restated Limited Liability Company Agreement of Magellan GP, LLC dated September
28, 2009.
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Exhibit 10.1 Retirement Agreement between Magellan GP, LLC and Michael N.
Mears dated January 28, 2022.
Exhibit 99.1 . Magellan's press release dated January 26, 2022.
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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