8-KLeadership Changes

ENTERPRISE PRODUCTS PARTNERS L.P. 8-K Report, Executive Changes (Mar 23, 2005)

Filed March 23, 2005For Securities:EPDEPDU

Summary

This 8-K filing by Enterprise Products Partners L.P. (EPD) from March 23, 2005, primarily announces changes to the Board of Directors of its general partner, Enterprise GP, LLC. Two directors, Ralph S. Cunningham and Lee W. Marshall, Sr., have resigned. E. William Barnett has been appointed as a new director, bringing significant legal and corporate governance experience. Mr. Barnett's appointment is intended to strengthen the board's independence, and he will serve on the Audit and Conflicts Committee and chair the Governance Committee. These changes are being made to ensure compliance with NYSE director independence requirements. The company plans to appoint a fourth independent director by the end of the second quarter of 2005 to maintain a voting majority of independent directors, with the Chairman of the Board, Dan L. Duncan, to serve as a non-voting director until then. The filing also details committee assignments for existing directors and provides background information on Mr. Barnett, including his past affiliations and current directorships. It is noted that Mr. Barnett's former law firm, Baker Botts L.L.P., provided legal services to Enterprise in 2004 and will continue to do so.

Key Highlights

  • 1Ralph S. Cunningham and Lee W. Marshall, Sr. resigned from the Board of Directors of Enterprise GP.
  • 2E. William Barnett was appointed as a new director of Enterprise GP.
  • 3Mr. Barnett meets NYSE director independence requirements and will serve on the Audit and Conflicts Committee and chair the Governance Committee.
  • 4The board composition is being adjusted to meet independent director voting majority requirements.
  • 5Enterprise GP plans to appoint a fourth independent director by the end of Q2 2005.
  • 6Dan L. Duncan will serve as a non-voting director until the fourth independent director is appointed.
  • 7Mr. Barnett brings extensive legal and governance experience, including past leadership roles at Baker Botts L.L.P. and current directorships.

Frequently Asked Questions

The filing does not specify the reasons for the resignations of Ralph S. Cunningham and Lee W. Marshall, Sr., but it coincides with the appointment of a new director and the company's focus on meeting independent director requirements.

Mr. Barnett's appointment is significant because he meets NYSE director independence requirements and brings substantial legal and corporate governance experience. He will play key roles on the Audit and Conflicts Committee and as Chairman of the Governance Committee, strengthening the board's oversight and independence.

Enterprise GP is actively working to ensure a voting majority of independent directors. They plan to appoint a fourth independent director by the end of the second quarter of 2005. Until then, Chairman Dan L. Duncan will serve as a non-voting director to maintain the required independent majority.

The filing addresses this by stating that Mr. Barnett's former law firm, Baker Botts L.L.P., provided legal services to Enterprise at customary rates in 2004 and will continue to do so. Mr. Barnett himself is now retired from the firm and has been appointed as an independent director. The board has determined he meets independence requirements.