8-KLeadership ChangesExhibits & Filings

Targa Resources Corp. 8-K Report, Executive Changes (Jul 18, 2013)

Filed July 18, 2013For Securities:TRGP

Summary

Targa Resources Corp. (TRGP) filed an 8-K on July 18, 2013, reporting on actions taken by its Compensation Committee on July 15, 2013, related to its 2010 Stock Incentive Plan. The primary focus of this filing is the approval of new forms for Restricted Stock Unit (RSU) and Restricted Stock Award agreements, as well as an amendment to existing outstanding restricted stock awards. These updates aim to govern future equity compensation awards and modify existing ones under the company's incentive plan. For investors, these changes are significant as they detail the terms under which executive and employee compensation will be structured through equity. Key features include service-based vesting schedules, acceleration of vesting upon death, disability, or change in control, and the inclusion of dividend equivalent rights for RSUs and dividend payments for restricted stock. These provisions are standard in executive compensation but provide insight into the company's approach to retaining and incentivizing its key personnel.

Key Highlights

  • 1Approval of new Restricted Stock Unit (RSU) Agreement form for future phantom stock awards.
  • 2Approval of a revised Restricted Stock Award Agreement form for future restricted stock grants.
  • 3Amendment to existing outstanding restricted stock awards to include alternative service-based vesting criteria.
  • 4Both RSU and Restricted Stock awards include service-based vesting requirements tied to continued employment.
  • 5Vesting acceleration for both award types is triggered by death, disability, or a change in control of the company.
  • 6RSUs will include dividend equivalent rights, paid in cash upon settlement, with forfeiture if the award is forfeited.
  • 7Restricted stock awards will include dividend payments, paid upon vesting, with forfeiture of dividends if the stock is forfeited.

Frequently Asked Questions

This 8-K filing details Targa Resources Corp.'s Compensation Committee's approval of new and amended equity award agreements under its 2010 Stock Incentive Plan. Specifically, it covers new forms for Restricted Stock Unit (RSU) and Restricted Stock Awards, and an amendment to existing restricted stock awards to provide for service-based vesting and other terms.

Both RSUs and Restricted Stock Awards will generally vest over a number of years, contingent on the awardee remaining continuously employed by the company through each vesting date, or meeting other specified service-related criteria. The Committee retains discretion in setting the specific vesting schedule for each award.

Vesting of both RSUs and Restricted Stock Awards accelerates in full in the event of the awardee's termination of employment due to death or disability, or upon a change in control of the company.

Yes, RSUs will have dividend equivalent rights, meaning a bookkeeping account will track dividends paid on common stock, which will be paid to the awardee in cash upon settlement. Restricted stock awards will also include dividend payments, which will be paid to the awardee when the restricted stock vests. In both cases, any accrued dividends or dividend equivalents are forfeited if the underlying award is forfeited.