FGPR Ferrellgas Partners LP (PK)

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): July 31, 2024

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Registrant’s telephone number, including area code: 816-792-1600

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Registrant’s telephone number, including area code: 816-792-1600

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Registrant’s telephone number, including area code: 816-792-1600

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Registrant’s telephone number, including area code: 816-792-1600

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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))

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).

Ferrellgas Partners, L.P.

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. ☐

Ferrellgas Partners Finance Corp.

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. ☐

Ferrellgas, L.P.

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. ☐

Ferrellgas Finance Corp.

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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Securities registered pursuant to Section 12(b) of the Act:

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Expiration of Executive Chairman Agreement and Resumption of James E. Ferrell as Chairman

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As previously disclosed, on April 24, 2024, James E. Ferrell commenced a temporary leave of absence from his duties as Executive Chairman of Ferrellgas, Inc., the general partner (the “General Partner”) of Ferrellgas Partners, L.P. and Ferrellgas, L.P. (collectively, the “Company”), due to health reasons.  During his leave of absence, Mr. Ferrell remained as a member of the Board of Directors (the “Board”) of the General Partner, with Michael F. Morrissey, the presiding director for non-management executive sessions of the Board, presiding at all Board meetings.  During his temporary leave of absence, Mr. Ferrell has remained in regular communication with Mr. Morrissey.

On July 31, 2024, the Executive Chairman Agreement dated as of August 1, 2023 (the “Executive Chairman Agreement”), between Mr. Ferrell and the General Partner ended by its terms, thereby concluding Mr. Ferrell’s employment as Executive Chairman.

On August 2, 2024, Mr. Ferrell informed the Board that he is ending his temporary leave of absence and ready to resume all responsibilities with the Board. Effective August 5, 2024, following the termination of Mr. Ferrell’s Executive Chairman Agreement, the Board re-appointed Mr. Ferrell to serve as Chairman of the Board.

In connection with Mr. Ferrell’s re-appointment as Chairman, the Board (i) appointed Mr. Morrissey to serve as a Vice Chairman of the Board, with the power and authority to act as the Chairman of the Board in the absence of the Chairman, and (ii) established an Office of the Chair as a newly constituted committee of the Board, consisting of Michael Morrisey, Pamela A. Breuckmann and Edward Newberry, with the power and authority to provide advice to the Chairman as to strategic, operational and governance matters and to provide information to the Chairman in the intervals between meetings of the full Board.

Item 9.01 Financial Statements and Exhibits

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(d) Exhibits.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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