8-KCorporate ChangesOther EventsExhibits & Filings

ENTERPRISE PRODUCTS PARTNERS L.P. 8-K Report, Bylaw Amendment (Aug 26, 2014)

Filed August 26, 2014For Securities:EPDEPDU

Summary

Enterprise Products Partners L.P. (EPD) filed an 8-K on August 25, 2014, reporting on two key events that occurred around August 20-21, 2014. The primary event was an amendment to the Partnership's Sixth Amended and Restated Agreement of Limited Partnership to adjust the definitions of "Available Cash" and "Minimum Quarterly Distribution." These changes were made in conjunction with a previously announced two-for-one common unit split, effective August 21, 2014. Notably, the General Partner determined that this amendment did not require limited partner approval. Additionally, the filing disclosed a new compensation package for non-management directors of the General Partner's Board, effective January 1, 2015. This new package will provide non-management directors with an annual retainer consisting of $85,000 in cash and $85,000 in EPD common units. Special additional retainers will be provided to the Chairmen of the Audit and Conflicts Committee ($20,000 cash) and the Governance Committee ($15,000 cash). This indicates a shift towards a more equity-based compensation structure for directors.

Key Highlights

  • 1Amendment to Partnership Agreement: EPD amended its governing agreement to reflect a two-for-one common unit split, altering definitions of 'Available Cash' and 'Minimum Quarterly Distribution'.
  • 2Unit Split Effective: The two-for-one common unit split was officially effected on August 21, 2014.
  • 3No Limited Partner Approval Needed: The General Partner determined that the amendment to the Partnership Agreement did not require a vote from limited partners.
  • 4New Director Compensation Package: A revised compensation structure for non-management directors will be effective January 1, 2015.
  • 5Director Compensation Details: Non-management directors will receive $85,000 cash and $85,000 in EPD common units annually.
  • 6Committee Chair Incentives: Additional cash retainers will be provided to the Chairmen of the Audit and Conflicts Committee ($20,000) and the Governance Committee ($15,000).

Frequently Asked Questions

The amendment was primarily to adjust the definitions of 'Available Cash' and 'Minimum Quarterly Distribution' within the Partnership Agreement to align with the company's previously announced two-for-one common unit split, which took effect on August 21, 2014.

Starting January 1, 2015, non-management directors will receive an annual compensation package consisting of $85,000 in cash and an annual grant of Enterprise Products Partners L.P. common units valued at $85,000.

No, the filing states that the General Partner determined that the amendment did not require the approval of any limited partner, as per Section 13.1(d) of the Partnership Agreement.

Yes, directors serving as Chairman of the Audit and Conflicts Committee will receive an additional annual cash retainer of $20,000, and directors serving as Chairman of the Governance Committee will receive an additional annual cash retainer of $15,000.