Current Report Filing (8-k)
May 09 2018 - 5:32PM
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): May 8, 2018
BP Midstream Partners LP
(Exact name of registrant as specified in its charter)
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Delaware
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001-38260
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82-1646447
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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501 Westlake Park Boulevard
Houston, Texas
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77079
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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: (281)
366-2000
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 (
see
General Instruction A.2):
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☐
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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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☐
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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. ☐
Item 1.01
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Entry into a Material Definitive Agreement.
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Indemnification Agreement
The description of the Indemnification Agreement (as defined below) under Item 5.02 is incorporated in this Item 1.01 by reference. A copy of the
Indemnification Agreement is filed as Exhibit 10.1 to this Current Report on Form
8-K
and incorporated herein by reference.
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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Appointment of Director
Effective May 8,
2018, BP Midstream Partners Holdings LLC, in its capacity as the sole member of BP Midstream Partners GP LLC (the General Partner), appointed Michele F. Joy to the Board of Directors of the General Partner (the Board). The
Board has determined that Ms. Joy qualifies as an independent director under the director independence standards set forth in the rules and regulations of the Securities and Exchange Commission (the SEC) and the applicable listing
standards of the New York Stock Exchange. Ms. Joy was appointed to serve as a member of the Boards audit committee.
In connection with her
appointment, Ms. Joy entered into an indemnification agreement with the Partnership and the General Partner (the Indemnification Agreement), which requires the General Partner and the Partnership to indemnify her to the fullest
extent permitted under Delaware law against liability that may arise by reason of her service to the Partnership, and to advance expenses incurred as a result of any proceeding against them as to which she could be indemnified. The foregoing
description of the Indemnification Agreement is not complete and is qualified in its entirety by reference to the full text of the Indemnification Agreement, which is included as Exhibit 10.1 to this Current Report on Form
8-K
and incorporated into this Item 5.02 by reference.
In connection with her appointment, Ms. Joy will receive a
grant by the General Partner of 3,737 phantom units under the BP Midstream Partners LP 2017 Long-Term Incentive Plan (the LTIP). Ms. Joy will also receive an annual compensation package, initially consisting of $75,000 in cash
compensation and a grant of phantom units under the LTIP valued at approximately $75,000, and will be reimbursed for
out-of-pocket
expenses in connection with attending
meetings of the Board and committee meetings. The phantom units granted under the LTIP will vest on the first anniversary of the date of grant but shall not be settled until the second anniversary of such vesting date, provided Ms. Joy has
fulfilled certain service and other requirements.
There are no arrangements or understandings between Ms. Joy and any other persons pursuant to
which Ms. Joy was selected as a director. There are no relationships between Ms. Joy and the Partnership or any of its subsidiaries that would require disclosure pursuant to Item 404(a) of Regulation
S-K.
Item 9.01 Financial
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Statements and Exhibits.
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(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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BP MIDSTREAM PARTNERS LP
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By:
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BP Midstream Partners GP LLC, its general partner
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By:
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/s/ Hans F. Boas
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Hans F. Boas
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Chief Legal Counsel and Secretary
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Date: May 9, 2018
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