UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
(e) At its meeting on November 8, 2022, the Compensation Committee (the “Committee”) of the Board of Supervisors (the “Board”) of Suburban Propane Partners, L.P. (the “Partnership”) adopted the Suburban Propane Partners, L.P. 2022 Phantom Equity Plan (the “Phantom Equity Plan”), to be effective immediately.
The Phantom Equity Plan is designed to incentivize behaviors that will lead to the creation of long-term value for the Partnership’s unitholders by functioning as a cash-settled corollary plan to the Partnership’s Amended and Restated 2018 Restricted Unit Plan. The executive officers of the Partnership, the members of the Board, and other employees of the Partnership are eligible for awards of Phantom Units under the Phantom Equity Plan. The Committee will generally approve awards of phantom units under the Phantom Equity Plan at its first meeting each fiscal year following the availability of the financial results for the prior fiscal year; however, the Committee reserves the right to grant awards at other times of the year, particularly when the need arises to grant awards because of promotions and new hires. The standard vesting schedule for awards under the Phantom Equity Plan will be one third of each award on each of the first three anniversaries of the award grant date, subject to continuous employment or service from the grant date through the applicable payment date. The Committee retains the ability to deviate, at its discretion, from the standard vesting schedule with respect to particular Phantom Equity Plan awards. Unvested awards are subject to forfeiture in certain circumstances, as defined in the Phantom Equity Plan document and the applicable award agreements. Upon vesting, phantom units are automatically converted into cash equal to the average of the highest and lowest trading prices of the Partnership’s Common Units on the vesting date.
Under the Phantom Equity Plan, unvested awards are forfeited upon termination of employment, except in the event of the participant’s retirement, death or disability, or in certain circumstances, termination by the Partnership without “cause” or resignation by the participant for “good reason” (each as defined in the Phantom Equity Plan). In addition, awards under the Phantom Equity Plan are subject to the Partnership’s Incentive Compensation Recoupment Policy, which may be amended from time to time.
On November 8, 2022, the Committee granted the following unvested phantom units to the Partnership’s named executive officers under the Phantom Equity Plan:
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Quantity |
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Michael A. Stivala |
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11,612 |
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Michael A. Kuglin |
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19,557 |
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Steven C. Boyd |
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19,557 |
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Douglas T. Brinkworth |
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19,557 |
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Neil E. Scanlon |
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17,113 |
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In connection with the adoption of the Phantom Equity Plan, the Board amended the Partnership’s Distribution Equivalent Rights Plan (the “DER Plan”) to provide that Distribution Equivalent Rights (as defined in the DER Plan) will also give effect to the number of phantom units granted under the Phantom Equity Plan held by the recipient of a Distribution Equivalent Right.
The foregoing summary of the Phantom Equity Plan is qualified in its entirety by the full text of the plan and the form of award agreement thereunder, and the foregoing summary of the changes to the DER Plan is qualified in its entirety by the Amended DER Plan, copies of which are filed as Exhibits 10.1, 10.2, and 10.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
10.1 |
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Suburban Propane Partners, L.P. 2022 Phantom Equity Plan, effective November 8, 2022 |
10.2 |
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10.3 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
November 15, 2022 |
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SUBURBAN PROPANE PARTNERS, L.P. |
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By: |
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/s/ BRYON KOEPKE |
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Name: |
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Bryon Koepke |
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Title: |
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Vice President, General Counsel & Secretary |