8-KLeadership ChangesExhibits & Filings

Targa Resources Corp. 8-K Report, Executive Changes (Dec 8, 2015)

Filed December 8, 2015For Securities:TRGP

Summary

Targa Resources Corp. (TRC) filed an 8-K on December 8, 2015, detailing an amendment to its Executive Officer Change in Control Severance Program, effective December 3, 2015. The primary change is the exclusion of the direct or indirect purchase of Targa Resources Partners LP (the Partnership) or its general partner (Targa Resources GP LLC) by TRC or its affiliates from the definition of a "Change in Control." This amendment significantly alters the conditions under which executive officers would be eligible for substantial severance packages. The amended program outlines that eligible executive officers experiencing a "Qualifying Termination" within 18 months of a defined Change in Control are entitled to a severance payment equal to three times their annual base salary plus target bonus. Additionally, they are eligible for continued medical and dental benefits for up to three years. The severance is contingent upon the execution of a release and includes provisions for potential excise tax implications under Section 280G of the Internal Revenue Code. This filing is important for investors to understand the executive compensation structure and potential liabilities in scenarios involving corporate control changes.

Key Highlights

  • 1Amendment to Executive Officer Change in Control Severance Program effective December 3, 2015.
  • 2Definition of 'Change in Control' amended to exclude TRC or its affiliates acquiring the Partnership or its General Partner.
  • 3Eligible executives receive 3x annual salary + target bonus upon a Qualifying Termination within 18 months of a Change in Control.
  • 4Extended medical and dental benefit coverage for up to three years post-termination.
  • 5Severance payments are conditional on executive signing a release agreement.
  • 6Provisions address potential excise taxes under Section 280G of the Internal Revenue Code, allowing for either reduction or full payment.
  • 7The amendment does not affect accelerated vesting of equity awards.

Frequently Asked Questions

The main purpose of this 8-K filing is to announce an amendment to Targa Resources Corp.'s Executive Officer Change in Control Severance Program, specifically altering the definition of a 'Change in Control'.

The amendment excludes situations where Targa Resources Corp. or its affiliates directly or indirectly purchase Targa Resources Partners LP or its general partner from being considered a 'Change in Control' event under the severance program.

If an eligible executive experiences a 'Qualifying Termination' within 18 months of a Change in Control, they are entitled to a severance payment equal to three times their annual base salary plus their target bonus. They also receive continued medical and dental benefits for up to three years.

Yes, the severance payments are contingent upon the executive signing and not revoking a release agreement in favor of Targa Resources Corp. and its affiliates.