Current Report Filing (8-k)
December 15 2022 - 05:11PM
Edgar (US Regulatory)
0001549922FALSE00015499222022-12-092022-12-09
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): December
9, 2022
Summit Midstream Partners, LP
(Exact name of registrant as specified in its charter)
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Delaware |
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001-35666 |
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45-5200503 |
(State or other jurisdiction |
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(Commission |
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(IRS Employer |
of incorporation) |
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File Number) |
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Identification No.) |
910 Louisiana Street, Suite
4200
Houston, TX 77002
(Address of principal executive office) (Zip Code)
(Registrant’s telephone number, including area
code): (832) 413-4770
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)) |
Securities registered pursuant to Section 12(b) of the Securities
Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Units |
SMLP |
New York Stock Exchange |
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).
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Emerging growth company
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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. o
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
As previously disclosed, on November 29, 2022, the Compensation
Committee (the “Compensation Committee”) of 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”), approved a compensation program pursuant to which
each member of the Partnership’s senior management, including the
Partnership’s executive officers, were given the opportunity to
elect to forfeit none, 50% or 100% of each vesting tranche of his
or her previously disclosed outstanding retention cash component
awards granted in each of 2020, 2021 and 2022 under the Summit
Midstream Partners, LP 2012 Long-Term Incentive Plan in exchange
for phantom units to be granted under the Summit Midstream
Partners, LP 2022 Long-Term Incentive Plan (the “Plan”). The
Compensation Committee made available a maximum of 300,000 phantom
units for the program.
On December 9, 2022, the program concluded, with the elections made
on December 6, 2022 for phantom units in the aggregate for all
senior management participants exceeding the 300,000 maximum. After
proportional reductions to electing participants and rounding down
for fractional units, a total of 299,981 phantom units were granted
at a volume weighted average price of $18.9935 per unit for the
three trading days ending on and including December 9,
2022.
Below is a summary of phantom units granted and held for certain
executive officers of the General Partner that participated in the
cash for phantom unit exchange.
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Name and Title |
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Cash retention forfeited |
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Phantom units granted |
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Total phantom and common units held prior to December 9,
2022 |
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Total phantom and common units held at the end of day December 9,
2022 |
J. Heath Deneke, President, Chief Executive Officer and
Director |
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$ |
3,332,106 |
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175,434 |
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237,256 |
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412,690 |
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William J. Mault, Executive Vice President and Chief Financial
Officer |
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$ |
637,441 |
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33,561 |
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23,372 |
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56,933 |
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James Johnston, Executive Vice President, General Counsel and Chief
Compliance Officer |
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$ |
505,151 |
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26,596 |
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57,672 |
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84,268 |
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number |
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Description |
104 |
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Cover Page Interactive Data File – the cover page XBRL tags are
embedded within the Inline XBRL document |
SIGNATURES
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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Summit Midstream Partners, LP |
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(Registrant) |
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By: |
Summit Midstream GP, LLC (its general partner) |
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Dated: |
December 15, 2022 |
/s/ William J. Mault |
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William J. Mault, Executive Vice President and Chief Financial
Officer
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