Current Report Filing (8-k)
October 05 2020 - 9:16AM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): September 30, 2020
GLOBAL PARTNERS LP
(Exact name of registrant as specified in its charter)
Delaware
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001-32593
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74-3140887
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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P.O. Box 9161
800 South Street
Waltham, Massachusetts 02454-9161
(Address of Principal Executive Offices)
(781) 894-8800
(Registrant’s telephone number, including area code)
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:
☐ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Units representing limited partner interests
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GLP
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New York Stock Exchange
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9.75% Series A Fixed-to-Floating Cumulative Redeemable Perpetual Preferred Units representing limited partner interests
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GLP pr A
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New York Stock Exchange
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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 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 September 30, 2020, the Members of Global GP LLC (the “Company”), the general partner of Global Partners LP (the
“Partnership”), approved expanding the size of the Company’s Board of Directors (the “Board”) from seven to eight members and appointed Mr. Robert W. Owens to fill the newly created directorship serving on the Board’s Audit Committee,
Compensation Committee and Conflicts Committee, effective October 1, 2020 and continuing through December 31, 2021. As of October 1, 2020, the Board determined that Mr. Owens qualifies as “independent” under the director independence
standards set forth in the rules and regulations of the Securities and Exchange Commission (“SEC”) and the applicable listing standards of the New York Stock Exchange (“NYSE”).
Mr. Owens has over forty years of experience in the energy industry. He was appointed President and Chief Executive Officer of Sunoco LP
upon the company’s sale to Energy Transfer Partners, L.P. in 2012. Mr. Owens helped successfully grow Sunoco through a series of strategic transactions, including the acquisition of Susser Holdings Corporation. Mr. Owens joined Sunoco in 1997
and was responsible for Sunoco's branded business. Additional areas of responsibility were added over time, including supply and trading of crude and refined petroleum products, biofuels manufacturing and marketing, and petrochemicals.
During his tenure, Mr. Owens added renewable fuels, compressed natural gas and electric charging stations at strategic retail outlets to the Sunoco portfolio. Prior to Sunoco, Mr. Owens served in executive roles for Ultramar Diamond Shamrock
Corporation, Amerada Hess Corporation and Mobil Oil Corporation. Most recently, Mr. Owens served as a member of the Board of Directors of Philadelphia Energy Solutions, Inc. (PES) from 2012 through the sale of the PES refinery to Hilco
Redevelopment Partners in June 2020. Mr. Owens received a bachelor's degree in business administration from California Polytechnic State University and an MBA from the Kellogg Graduate School of Management at Northwestern University.
Mr. Owens will participate in the Company’s standard independent director compensation program. Pursuant to this program,
Mr. Owens will receive compensation in connection with his service on the Board and the Board’s Audit Committee, Compensation Committee and Conflicts Committee consistent with compensation received by the independent directors in 2020 as
disclosed in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2019.
Item 7.01.
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Regulation FD Disclosure
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On October 5, 2020, the Partnership issued
a press release announcing the appointment of Mr. Owens to the Board. A copy of the press release announcing the appointment of Mr. Owens to the Company’s
Board is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 7.01.
The
information furnished pursuant to Item 7.01 in this report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, unless the Partnership specifically states that the information is to be considered “filed” under the
Exchange Act or incorporates it by reference into a filing under the Securities Act of 1933 or the Exchange Act.
Item 9.01.
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Financial Statements and Exhibits
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* Furnished herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused treport to be
signed on its behalf by the undersigned thereunto duly authorized.
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GLOBAL PARTNERS LP
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By:
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Global GP LLC
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its general partner
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Dated: October 5, 2020
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By:
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/s/ Edward J. Faneuil
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Edward J. Faneuil
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Executive Vice President,
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General Counsel and Secretary
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