8-KLeadership ChangesExhibits & Filings

Targa Resources Corp. 8-K Report, Executive Changes (Jan 19, 2012)

Filed January 19, 2012For Securities:TRGP

Summary

This Form 8-K filing by Targa Resources Corp. on January 19, 2012, details compensation and incentive plans approved by the Compensation Committee on January 12, 2012. Key developments include the approval of the 2012 Annual Incentive Compensation Plan, designed to reward employees, including executive officers, based on the achievement of specific business priorities. The plan allows for discretionary cash bonuses funded based on company performance relative to strategic, financial, and operational objectives. Additionally, the report discloses restricted stock awards granted under the 2010 Stock Incentive Plan to named executive officers, with a three-year vesting period. A significant new policy introduced is the Executive Officer Change in Control Severance Program, which outlines severance payments and benefits for executive officers in the event of a qualifying termination following a change in control. These initiatives collectively underscore the company's focus on employee motivation, retention, and executive compensation structure.

Key Highlights

  • 1Targa Resources Corp. approved its 2012 Annual Incentive Compensation Plan to reward employees, including executives, for achieving key business priorities.
  • 2The 2012 Bonus Plan is discretionary, with bonus pool funding recommended by the CEO and approved by the Committee based on performance against strategic, financial, and operational goals.
  • 3Restricted stock awards were granted under the 2010 Stock Incentive Plan to executive officers, with a three-year vesting schedule.
  • 4A new Executive Officer Change in Control Severance Program was adopted.
  • 5The Change in Control Program provides for severance payments (three times salary plus target bonus) and benefit continuation for eligible executives upon a qualifying termination within 18 months of a change in control.
  • 6Severance payments under the Change in Control Program may be reduced to avoid excise taxes under Section 280G of the Internal Revenue Code, with the company determining the most tax-efficient option for the executive.
  • 7The filing also lists incorporated exhibits related to the stock incentive plan and the change in control program.

Frequently Asked Questions

The primary purpose of the 2012 Annual Incentive Compensation Plan is to reward Targa Resources Corp.'s employees, including its executive officers, for their contributions towards the company's approved business priorities, and to aid in employee retention and motivation.

On January 12, 2012, restricted stock awards were granted to five executive officers under the 2010 Stock Incentive Plan. These awards vest three years from the grant date.

In the event of a qualifying termination within 18 months of a change in control, eligible executive officers will receive a severance payment equal to three times their annual salary plus a target annual cash incentive bonus. They will also receive continuation of medical and dental benefits for three years.

Yes, if the total payments exceed the amount allowed under Section 280G of the Internal Revenue Code, the payments may be reduced to avoid excise taxes. Targa Resources will determine the most tax-efficient option for the executive, but will not provide gross-up payments for these excise taxes.