Item 5.01. Changes in Control of Registrant.
The information set forth in the Introductory Note of this Current Report on
Form 8-K is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information set forth under Item 5.01 of this Current Report on Form 8-K is
incorporated into this Item 5.02 by reference.
Departure of Directors
On October 5, 2020, in connection with the consummation of the Merger, the
directors of the General Partner listed below resigned from their position(s)
set forth opposite their respective names, effective as of October 5, 2020.
Name Position(s)
Kenneth M. Fisher Chairman of the Board
Thomas H. Walker Director
Rachel G. Clingman Director
Brent J. Smolik Chief Executive Officer and Director
Appointment of Directors
In connection with the vacancies created by the resignations described above, on
October 5, 2020, the sole member of the General Partner of the Partnership
appointed Alana K. Knowles, Stephen W. Green, Colin E. Parfitt and Andrei F.B.
Behdjet as members of the board of directors of the General Partner (the
"Board"). Additionally, Mr. Parfitt was appointed as Chairman of the Board.
Officers or employees of Chevron who also serve as directors of the General
Partner do not receive additional compensation for their service as a director
of the General Partner. Accordingly, none of Ms. Knowles or Messrs. Green,
Parfitt or Behdjet will receive additional compensation for their respective
service as a director of the General Partner.
None of Ms. Knowles or Messrs. Green, Parfitt or Behdjet has had any direct or
indirect material interest in any transaction or series of similar transactions
contemplated by Item 404(a) of Regulation S-K other than through her or his
employment with Chevron. In addition, there are no arrangements or
understandings between such newly-appointed directors and any other person
pursuant to which they were appointed.
Subsequent to the transactions described above, the General Partner currently
has 8 directors: Alana K. Knowles, Stephen W. Green, Colin E. Parfitt, Andrei
F.B. Behdjet, Robin H. Fielder, Hallie A. Vanderhider, Martin Salinas, Jr. and
Andrew E. Viens. Hallie Vanderhider, Martin Salinas, Jr. and Andrew Viens are
independent as defined under the independence standards established by the
Nasdaq Global Select Market and the Securities Exchange Act of 1934. The
composition of the Audit and Conflicts Committees of the Board are unchanged.
Departure and Appointment of Officers
Also on October 5, 2020, in connection with the consummation of the Merger, the
Board appointed Robin H. Fielder, age 40, as President and Chief Executive
Officer of the General Partner, to succeed Brent J. Smolik in such role.
Ms. Fielder has no family relationships with any director, executive officer or
person nominated or chosen to become a director or executive officer of the
Partnership or the General Partner. There are no arrangements or understandings
between Ms. Fielder and any other person pursuant to which she was appointed as
President and Chief Executive Officer. Her appointment is effective as of
October 5, 2020.
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Ms. Fielder previously served as Chief Operating Officer of the General Partner
from January 2020 to October 2020 and currently serves as a director of the
General Partner. Prior to that, Ms. Fielder served as President, Chief Executive
Officer and Director of the general partners of Western Midstream Operating LP
(formerly Western Gas Partners LP) and Western Midstream Partners LP (formerly
Western Gas Equity Partners LP) from January 2019 to August 2019, and as
President and Director of the general partners from November 2018 to January
2019. She also served as Senior Vice President, Midstream of Anadarko Petroleum
Corporation ("Anadarko") from November 2018 to August 2019. Prior to these
positions, Ms. Fielder served in positions of increasing responsibility at
Anadarko, including Vice President, Investor Relations from September 2016 to
November 2018, Midstream Corporate Planning Manager from December 2015 to
September 2016, Director, Investor Relations from June 2014 to December 2015 and
General Manager, Carthage/North Louisiana from June 2013 to June 2014. Prior to
serving in these roles, she held various exploration and operations engineering
positions at Anadarko in both the U.S. onshore and the deepwater Gulf of Mexico.
Ms. Fielder holds a Bachelor of Science in petroleum engineering from Texas A&M
University and is a registered Professional Engineer in the state of Texas and a
member of the Society of Petroleum Engineers.
Pursuant to the terms of Ms. Fielder's offer letter, she will be entitled to
participate in Chevron Corporation's compensation programs and, in conjunction
therewith, will receive, effective October 5, 2020:
• an annual base salary of $415,000;
• an incentive bonus range of 45%-75% of her annual base salary based on
individual performance (effective January 1, 2021);
• a long-term incentive program ("LTIP") target opportunity of 145% of her
salary grade mid-point, with her 2021 and 2022 LTIP awards to be made at
203% of her salary grade mid-point (effective January 1, 2021); and
• a $200,000 sign-on bonus.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Document Description
99.1 Press Release dated October 5, 2020.
104 Cover page Interactive Data File (embedded within the Inline XBRL
document).
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