Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Director
On December 13, 2021, Mr. Glenn Vangolen resigned effective on December 17,
2021, from the Board of Directors (the "Board") of Western Midstream Holdings,
LLC ("WES GP"), the general partner of Western Midstream Partners, LP ("WES")
and a wholly owned subsidiary of Occidental Petroleum Corporation
("Occidental"), in connection with his retirement from Occidental. Western
Midstream Operating GP, LLC (the "General Partner"), the general partner of
Western Midstream Operating, LP (the "Partnership") is a wholly owned subsidiary
of WES. Mr. Vangolen, who served as Chairman of the Board, did not serve on any
Board committees, and his departure was not a result of any disagreement with
WES or the Partnership regarding any matter related to its operations, policies,
or practices. In connection with Mr. Vangolen's resignation, the Board elected
Mr. Peter J. Bennett as Chairman of the Board on December 14, 2021, effective
immediately.
Appointment of Director
Also effective on December 17, 2021, Frederick A. Forthuber is being appointed
to the Board. Mr. Forthuber will also be appointed as a member of the Board's
ESG Committee, taking Mr. Bennett's place on such committee. Mr. Forthuber
currently serves as President of Oxy Energy Services, LLC, a subsidiary of
Occidental.
Mr. Forthuber was not appointed to the Board pursuant to any arrangement or
understanding and does not have 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 his employment with Occidental.
Officers or employees of Occidental who also serve as directors of WES GP do not
receive additional compensation for their service as a director of WES GP.
Accordingly, Mr. Forthuber will not receive additional compensation for his
service as a director. Mr. Forthuber will have rights to indemnification by WES
and WES GP pursuant to the organizational documents of WES and WES GP, and an
Indemnification Agreement with WES GP, the form of which has been previously
filed by WES.
Departure of Officer
On December 15, 2021, WES announced that Mr. Charles G. Griffie, Senior Vice
President, Operations and Engineering of WES GP and the General Partner, will be
leaving WES GP and the General Partner. Mr. Griffie's departure was not the
result of any disagreement with WES or the Partnership regarding any matter
related to its operations, policies, or practices. In connection with his
departure, Mr. Griffie will receive payments and benefits consistent with those
described under the section titled "Executive Severance Plan" in Part II, Item 5
(Other Information) of WES's Form 10-Q for the quarterly period ended June 30,
2021. Mr. Griffie has entered into a Release and Separation Agreement ("Release
Agreement") with WES setting out the terms of his departure. The Release
Agreement also includes a release of claims, confidentiality and other
provisions customary for an agreement of this type.
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