Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 28, 2022, Rommel M. Oates was appointed to the board of directors
(the "Board") of Summit Midstream GP, LLC, the general partner (the "General
Partner") of Summit Midstream Partners, LP ("SMLP" or the "Partnership"), to be
effective on February 28, 2022 and to serve as a Class III director on the Board
until his successor is duly elected and qualified or until his earlier
resignation, removal or death.
There is no arrangement or understanding between Mr. Oates and any other persons
pursuant to which he was appointed. The Board considered the independence of Mr.
Oates under the NYSE listing standards and concluded that he is an independent
director under the applicable NYSE standards. There are no transactions in which
Mr. Oates has an interest that require disclosure under Item 404(a) of
Regulation S-K under the Securities Act of 1933, as amended (the "1933 Act").
In connection with Mr. Oates's appointment to the Board, the Partnership and Mr.
Oates entered into an offer letter (the "Offer Letter") pursuant to which Mr.
Oates will receive the following compensation for his service on the Board in
accordance with the General Partner's independent director compensation program:
(i) an $85,000 annual cash retainer; and (ii) approximately $100,000 in annual
unit compensation. Mr. Oates will also be covered by the Partnership's director
and officer insurance policy.
Pursuant to the Fourth Amended and Restated Agreement of Limited Partnership of
the Partnership, Mr. Oates will be fully indemnified for actions associated with
being a director to the extent permitted under the Delaware Revised Uniform
Limited Partnership Act.
Item 7.01. Regulation FD Disclosure.
On February 28, 2022, SMLP issued a press release announcing the matters
described in Item 5.02 of this report, a copy of which is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
The information furnished in this Item 7.01 shall not be deemed "filed" for
purposes of the Securities Exchange Act of 1934, as amended (the "1934 Act"),
and shall not be deemed incorporated by reference in any filing with the
Securities and Exchange Commission, whether or not filed under the 1933 Act or
the Securities Exchange Act of 1934, as amended, regardless of any general
incorporation language in such document.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
99.1 Press Release, dated as of February 2 8 , 2022.
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded
within the Inline XBRL document
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