Current Report Filing (8-k)
May 23 2017 - 4:26PM
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 22, 2017
TARGA RESOURCES CORP.
(Exact name of registrant as specified in its charter)
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Delaware
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001-34991
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20-3701075
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(State or other jurisdiction of incorporation
or organization)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1000 Louisiana, Suite 4300
Houston, TX 77002
(Address of principal executive office and Zip Code)
(713)
584-1000
(Registrants 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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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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 (17 CFR §230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
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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As described below in this Form
8-K,
on May 22, 2017, at the annual meeting of stockholders
(Annual Meeting) of Targa Resources Corp. (Targa or the Company), the stockholders approved the adoption of the Amended and Restated Targa Resources Corp. 2010 Stock Incentive Plan (as amended and restated
effective May 22, 2017) (the Restated 2010 Plan). As a result, the Restated 2010 Plan became effective on May 22, 2017.
In addition to certain other administrative items that were updated within the plan, the approval of the Restated 2010 Plan resulted in the
increase in the number of shares of common stock available under the plan by an additional 10,000,000 shares (for an aggregate total of 15,000,000) and an extension of the term of the Restated 2010 Plan to May 22, 2027. Other updates to the
Restated 2010 Plan include a provision that generally requires a minimum vesting period of one year for 95% of the awards that may be granted pursuant to the Restated 2010 Plan, the addition of new award types such as stock appreciation rights, a
clawback provision, and updates to the plan that will allow the Company to grant performance-based awards that are compliant with Section 162(m) of the Internal Revenue Code of 1986, as amended.
A copy of the Restated 2010 Plan is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing summary is
qualified in its entirety by the complete terms and conditions of the Restated 2010 Plan. A description of the material terms of the Restated 2010 Plan was included in the Companys definitive proxy statement on Schedule 14A filed with the
Securities and Exchange Commission on March 29, 2017 (the
Proxy Statement
).
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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The Company held its Annual
Meeting on May 22, 2017. At the Annual Meeting, the Companys stockholders were requested to: (1) elect four Class I Directors to serve on the Companys Board of Directors for a term of office expiring at the Companys
2020 Annual Meeting of Stockholders; (2) ratify the selection of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for 2017; (3) approve, on an advisory basis, the compensation of the Companys
named executive officers; (4) approve, on an advisory basis, the frequency of future
non-binding
advisory votes on the compensation of the Companys named executive officers to occur every three
years, every two years or every year; (5) approve the adoption of the Restated 2010 Plan; and (6) approve the issuance of the Companys common stock upon conversion of the Companys Series A Preferred Stock and the exercise of
the Companys outstanding warrants. The following are the final voting results on proposals considered and voted upon at the meeting, each of which is more fully described in the Proxy Statement:
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1.
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Each of the four Class I directors that was up for
re-election
was elected for a term of three years. Votes regarding the election of these directors were as follows:
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NOMINEE
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VOTES FOR
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VOTES
AGAINST
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VOTES
ABSTAINED
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BROKER
NON-VOTES
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Charles R. Crisp
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152,564,686
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2,488,439
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87,281
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25,093,624
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Laura C. Fulton
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153,274,752
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1,780,078
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85,576
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25,093,624
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Michael A. Heim
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149,555,264
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5,496,385
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88,757
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25,093,624
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James W. Whalen
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149,349,638
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5,703,413
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87,355
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25,093,624
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2.
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PricewaterhouseCoopers LLP was ratified as the Companys independent registered public accounting firm for 2017. The voting results were as follows:
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VOTES FOR
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VOTES AGAINST
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VOTES ABSTAINED
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179,375,065
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682,865
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176,100
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3.
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The Board proposal seeking approval, on an advisory basis, of the compensation of the Companys named executive officers was approved. The voting results were as follows:
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VOTES FOR
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VOTES AGAINST
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VOTES ABSTAINED
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BROKER NON-VOTES
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150,424,245
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4,341,331
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374,830
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25,093,624
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4.
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The Board proposal regarding the frequency of future
non-binding
advisory votes to approve the compensation of the Companys named executive officers every three years, every
two years, or every year, was approved for every year. The voting results were as follows:
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THREE YEARS
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TWO YEARS
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ONE YEAR
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VOTES ABSTAINED
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BROKER NON-VOTES
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11,077,001
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7,994,125
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135,706,970
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362,310
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25,093,624
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In light of this vote and the Companys Board of Directors prior recommendation, the Companys
Board of Directors has determined that the Company will hold an annual
non-binding
advisory vote on executive compensation. Accordingly, the Company will request an advisory vote on executive compensation
every year in its future proxy materials until the next stockholder vote on the frequency of such votes. The Company will
re-evaluate
this determination in connection with its next stockholder
non-binding
advisory vote regarding the frequency of future
non-binding
advisory votes on executive compensation.
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5.
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The Board proposal seeking approval of the Amended and Restated 2010 Stock Incentive Plan was approved. The voting results were as follows:
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VOTES FOR
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VOTES AGAINST
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VOTES ABSTAINED
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BROKER NON-VOTES
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114,166,336
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40,549,897
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424,173
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25,093,624
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6.
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The Board proposal seeking approval of the issuance of the Companys common stock upon conversion of the Companys Series A Preferred Stock and the exercise of the Companys outstanding warrants was
approved. The voting results were as follows:
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VOTES FOR
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VOTES AGAINST
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VOTES ABSTAINED
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BROKER NON-VOTES
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150,092,038
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4,675,121
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373,247
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25,093,624
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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
Number
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Description of the Exhibits
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10.1
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Amended and Restated Targa Resources Corp. 2010 Stock Incentive Plan, as amended and restated effective May 22, 2017.
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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 thereunto duly authorized.
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TARGA RESOURCES CORP.
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Dated: May 23, 2017
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By:
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/s/ Matthew J. Meloy
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Matthew J. Meloy
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Executive Vice President and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
Number
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Description of the Exhibits
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10.1
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Amended and Restated Targa Resources Corp. 2010 Stock Incentive Plan, as amended and restated effective May 22, 2017.
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