Current Report Filing (8-k)
August 15 2017 - 9:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): August 11, 2017
SUNCOKE ENERGY PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
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Delaware
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001- 35782
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35-2451470
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(State of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1011 Warrenville Road, Suite 600
Lisle, Illinois
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60532
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(Address of principal executive offices)
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(Zip code)
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Registrants telephone number, including area code: (630) 824-1000
Not Applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers
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On August 11, 2017, SunCoke Energy Partners GP LLC (the
Company
), the general partner
of SunCoke Energy Partners, L.P. (the
Partnership
), appointed each of the following new independent directors to the Companys Board of Directors (the
Board
), effective September 1, 2017, to serve an
initial one-year term, or until their respective successors are elected and qualified: Alvin Bledsoe, Martha Z. Carnes and John W. Somerhalder, II.
Ms. Carnes and Mr. Somerhalder will constitute the Boards Conflicts Committee, which will be chaired by Mr. Somerhalder.
They also will serve as members of the Boards Audit Committee, which will be chaired by Mr. Bledsoe. In addition, Mr. Bledsoe will continue to serve in his current role as Chair of the Audit Committee of the Board of SunCoke Energy,
Inc. (
SunCoke
).
Ms. Carnes and Mr. Somerhalder will participate in the standard compensation program for the
Companys independent directors, as described on page 107 of the Partnerships 2015 Annual Report on Form 10-K (filed with the Securities and Exchange Commission on February 18, 2016). A description of this program is attached as
Exhibit 99.1 hereto and is incorporated herein by reference. Mr. Bledsoes compensation package also is described on Exhibit 99.1 hereto and also is incorporated herein by reference. Ms. Carnes and Messrs. Bledsoe and Somerhalder each
fill current vacancies on the Board. Their respective annual compensation will be prorated to reflect the commencement date of their service on the Board.
None of Mr. Bledsoe, Ms. Carnes or Mr. Somerhalder has any family relationship with any of the Companys directors or
executive officers or any persons nominated or chosen by the Company to be a director or an executive officer. In addition, none of them has any direct or indirect material interest in any transaction or proposed transaction required to be reported
under Item 404(a) of Regulation S-K or Item 5.02(d) of any Current Report on Form 8-K.
Also on August 11, 2017, in
connection with the appointment of Ms. Carnes and Messrs. Bledsoe and Somerhalder to the Board, the following independent directors each resigned from the Board, with such resignations to be effective September 1, 2017: C. Scott Hobbs,
Wayne L. Moore and Nancy M. Snyder. The departures of Ms. Snyder and Messrs. Hobbs and Moore were not due to any disagreement with the Company nor its management on any matter relating to the operations, policies or practices of the Company or
the Partnership.
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Item 7.01.
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Regulation FD Disclosure
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Attached as Exhibit 99.2 to this Current Report on Form 8-K, is a copy of the Partnerships press release
dated August 15, 2017, announcing the appointment of Ms. Carnes and Messrs. Bledsoe and Somerhalder to the Board of the Company. The press release is incorporated herein by this reference.
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Item 9.01
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Financial Statements and Exhibits
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(d)
Exhibits
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Exhibit
No.
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Description
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99.1
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SunCoke Energy Partners GP LLC Director Compensation Summary Sheet
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99.2
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SunCoke Energy Partners, L.P. press release (August 15, 2017)
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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SUNCOKE ENERGY PARTNERS, L.P.
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By:
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SunCoke Energy Partners GP LLC,
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its General Partner
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By:
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/s/ Fay West
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Fay West
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Senior Vice President and
Chief
Financial Officer
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Date: August 15, 2017
EXHIBIT INDEX
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Exhibit
No.
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Exhibit
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99.1
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SunCoke Energy Partners GP LLC Director Compensation Summary Sheet.
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99.2
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SunCoke Energy Partners, L.P. press release (August 15, 2017)
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Suncoke Energy Partners, L.P. Common Units Representing Limited Partner Interests (NYSE:SXCP)
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