8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 11, 2023

CRESTWOOD EQUITY PARTNERS LP

(Exact name of Registrant as specified in its charter)

DELAWARE	001-34664	43-1918951
(State of incorporation or organization)	(Commission file number)	(I.R.S. employer identification number)

811 Main St., Suite 3400

Houston, TX 77002

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (832) 519-2200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered pursuant to Section 12(b) of the Act

Tile of each class	Trading Symbol(s)	Name of each exchange on which registered
Common units representing limited partner interests	CEQP	New York Stock Exchange
Preferred Units representing limited partner interests	CEQP-P	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).                          Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

The Board of Directors (the “Board”) of Crestwood Equity Partners LP (the “Company”) previously approved, subject to unitholder approval, the Third Amendment (the “Amendment”) to the Crestwood Equity Partners LP 2018 Long Term Incentive Plan (the “Plan”). As described further below in Item 5.07, the Company’s unitholders approved the Amendment at the Company’s 2023 Annual Meeting of Unitholders (the “Annual Meeting”) on May 11, 2023. The Amendment increased the number of units available for issuance under the Plan by 2,500,000 units, from 4,000,000 units to 6,500,000 units. The Amendment is effective as of April 1, 2023.

The material terms of the Amendment and the Plan are described in more detail in the section entitled “Proposal 4 – To Approve the Third Amendment to the Crestwood Equity Partners LP 2018 Long Term Incentive Plan” in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the United States Securities and Exchange Commission on March 31, 2023 and is incorporated by reference herein (the “Proxy Statement”). The foregoing description of the Amendment is intended to be general in nature and is qualified by the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company’s unitholders were requested to (i) elect three Class II members of the Board to serve until the Company’s 2026 annual meeting of unitholders; (ii) approve, on an advisory basis, the compensation of the Company’s named executive officers; (iii) ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023; and (iv) approve the Amendment. Each of these items is more fully described in the Proxy Statement.

The results of the matters voted upon at the Annual Meeting are as follows:

Proposal 1 — Election of Class II Directors: Votes regarding the persons elected as Class II directors were as follows:

Nominee	For		Withhold		Broker Non-Votes
David Lumpkins		42,565,504		23,498,193		22,943,895
Frances M. Vallejo		42,544,452		23,519,245		22,943,895
Gary D. Reaves		65,571,710		491,987		22,943,895

Proposal 2 — Advisory Vote to Approve Executive Compensation: The voting results were as follows:

For	Against	Abstain	Broker Non-Votes
64,401,215	1,114,077	548,404	22,943,895

Proposal 3 — Ratification of the Appointment of Independent Public Accounting Firm: The voting results were as follows:

For	Against	Abstain	Broker Non-Votes
88,571,018	279,453	157,120	0

Proposal 4 — Amendment to the Crestwood Equity Partners LP 2018 Long Term Incentive Plan: The voting results were as follows:

For	Against	Abstain	Broker Non-Votes
63,919,382	1,730,694	413,621	22,943,895

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number	Description
10.1	Third Amendment to the Crestwood Equity Partners LP 2018 Long Term Incentive Plan effective as of Apri1 1, 2023
104	Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101)

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.

	CRESTWOOD EQUITY PARTNERS LP
	By:	Crestwood Equity GP LLC, its General Partner,
Date: May 15, 2023	By:	/s/ Michael K. Post
		Michael K. Post
		Vice President, Associate General Counsel and Corporate Secretary

EX-10.1

Exhibit 10.1

THIRD AMENDMENT TO THE

CRESTWOOD EQUITY PARTNERS LP

2018 LONG TERM INCENTIVE PLAN

WHEREAS, Crestwood Equity GP LLC, a Delaware limited liability company (the “General Partner”), the general partner of Crestwood Equity Partners LP, a Delaware limited partnership (the “Partnership”) has previously adopted the Crestwood Equity Partners LP 2018 Long Term Incentive Plan (the “Plan”);

WHEREAS, the General Partner now desires to amend the Plan to increase the number of units available for issuance pursuant to the Plan;

WHEREAS, the Plan was previously amended pursuant to the First Amendment to the Plan which amendment was effective immediately prior to the closing of the acquisition by the Partnership of all of the outstanding limited liability company interests in the General Partner (the “First Amendment Effective Date”)

NOW, THEREFORE, the Plan shall be amended pursuant to this Third Amendment as follows effective April 1, 2023 (the “Amendment Effective Date”), subject to approval of the Partnership’s unitholders at the 2023 Annual Meeting:

1. The first sentence of Section 4(a) of the Plan shall be deleted and the following shall be substituted therefor:

“Subject to adjustment as provided in Section 4(c) and Section 7, the number of Units that may be delivered on and after the First Amendment Effective Date, with respect to Awards under the Plan is [6.5] million (which number is exclusive of the Units underlying Awards previously granted under the Plan immediately prior to the First Amendment Effective Date (“Prior Awards”)). For purposes of clarity, the delivery of Units with respect to Prior Awards on and after the Amendment Effective Date will not reduce the Unit pool set forth in this Section 4(a).”

2. As amended hereby, the Plan is specifically ratified and reaffirmed.

IN WITNESS WHEREOF, the undersigned has caused this Third Amendment to be on the Amendment Effective Date, effective for all purposes as provided above.

CRESTWOOD EQUITY GP LLC
By:	/s/ Robert G. Phillips
Name:	Robert G. Phillips
Title:	Founder, Chairman and Chief Executive Officer

XML

Document and Entity Information	May 11, 2023
Document And Entity Information [Line Items]
Entity Incorporation State Country Code	DE
Amendment Flag	false
Entity Central Index Key	0001136352
Document Type	8-K
Document Period End Date	May 11, 2023
Entity Registrant Name	CRESTWOOD EQUITY PARTNERS LP
Entity File Number	001-34664
Entity Tax Identification Number	43-1918951
Entity Address, Address Line One	811 Main St.
Entity Address, Address Line Two	Suite 3400
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77002
City Area Code	(832)
Local Phone Number	519-2200
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Units [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common units representing limited partner interests
Trading Symbol	CEQP
Security Exchange Name	NYSE
Preferred Units [Member]
Document And Entity Information [Line Items]
Security 12b Title	Preferred Units representing limited partner interests
Trading Symbol	CEQP-P
Security Exchange Name	NYSE