8-KLeadership ChangesCorporate ChangesExhibits & Filings

ENTERPRISE PRODUCTS PARTNERS L.P. 8-K Report, Executive Changes (Feb 16, 2006)

Filed February 16, 2006For Securities:EPDEPDU

Summary

This Form 8-K filing from Enterprise Products Partners L.P. (EPD) on February 16, 2006, primarily details significant changes to the Board of Directors of its general partner, Enterprise Products GP, LLC. Five new directors were elected, while three existing directors resigned. The report also notes amendments to the Limited Liability Company (LLC) Agreement governing Enterprise Products GP, specifically concerning director independence requirements. Notably, while the company is a "controlled company" under NYSE listing standards, its board will no longer have a majority of independent directors as per the amended LLC agreement. This shift, along with the appointment of key management personnel to the board, reflects an internal reorganization aimed at aligning governance with operational leadership. Investors should pay attention to the composition of the new board and the implications of the reduced independent director requirement. The company's rationale for this change is linked to its status as a controlled entity, which exempts it from certain NYSE independence rules. The filing also includes a joint press release detailing these board reorganizations and director appointments across affiliated entities, providing context for the changes within the broader Enterprise Products structure.

Key Highlights

  • 1Five new directors (Ralph S. Cunningham, Michael A. Creel, Richard H. Bachmann, W. Randall Fowler, Stephen L. Baum) were elected to the board of Enterprise Products GP.
  • 2Three directors (O.S. Andras, W. Matt Ralls, Richard S. Snell) resigned from the board of Enterprise Products GP.
  • 3The Limited Liability Company (LLC) Agreement for Enterprise Products GP was amended to require at least three independent directors, down from a majority.
  • 4Enterprise Products Partners L.P. (EPD) will no longer have a majority of independent directors on its general partner's board due to its 'controlled company' status under NYSE rules.
  • 5Newly elected inside directors are current employees and executive officers of Enterprise Products GP and EPCO, with no compensation paid for their director roles.
  • 6Stephen L. Baum, a former CEO of Sempra Energy, was appointed as an independent director and will serve on the Audit and Conflicts Committee and the Governance Committee.
  • 7The filing includes an amended LLC Agreement and a joint press release detailing the board reorganizations across EPD, TEPPCO Partners, and Enterprise GP Holdings L.P.

Frequently Asked Questions

Five new directors were elected (Dr. Ralph S. Cunningham, Michael A. Creel, Richard H. Bachmann, W. Randall Fowler, and Stephen L. Baum), while three existing directors resigned (O.S. Andras, W. Matt Ralls, and Richard S. Snell). Additionally, some resigning directors took on roles with affiliated entities.

The LLC Agreement was amended to require at least three independent directors, rather than a majority of the board. This change, combined with the company's 'controlled company' status under NYSE rules, means the board will no longer comprise a majority of independent directors.

The newly elected inside directors are current employees and executive officers of Enterprise Products GP and EPCO. They will not receive separate compensation for their service as directors. Their compensation will be allocated as part of their executive officer roles, per an administrative services agreement.

The company, being a 'controlled company' under NYSE listing standards, is exempt from certain requirements, including the mandate for a majority of independent directors on the board. Therefore, this change does not put the company in violation of those specific NYSE rules.