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): February 14, 2014

ENBRIDGE ENERGY MANAGEMENT, L.L.C.

(Exact Name of Registrant as Specified in Charter)

DELAWARE	1-31383	61-1414604
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1100 LOUISIANA, SUITE 3300, HOUSTON, TEXAS 77002

(Address of Principal Executive Offices) (Zip Code)

(713) 821-2000

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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))

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

On February 14, 2014, Enbridge Energy Partners, L.P. (the “Partnership”) announced the resignation, effective March 1, 2014, of Stephen J. Wuori from the boards of directors of Enbridge Energy Company, Inc. (“EECI”), the general partner of the Partnership, and Enbridge Energy Management, L.L.C. (“EEM”), the delegate of EECI with respect to the management of the Partnership. Guy Jarvis has been elected, effective upon Mr. Wuori’s resignation, to replace Mr. Wuori on the boards of directors of each of EEM and EECI.

In addition, Mr. Wuori, currently the Executive Vice President - Liquids Pipelines, of each of Enbridge Management and EECI, and President, Liquids Pipelines & Major Projects of Enbridge Inc. (“Enbridge”), the ultimate parent of EECI, will no longer serve in such positions as of March 1, 2014. On that date he will assume a new role as Strategic Advisor, Office of the President and Chief Executive Officer of Enbridge.

Mr. Jarvis, currently Executive Vice President and Chief Commercial Officer, Liquids Pipelines of Enbridge, will assume responsibility for the leadership of Enbridge’s Liquids Pipelines business unit, including the appointment as Executive Vice President - Liquids Pipelines of each of EEM and EECI, when Mr. Wuori assumes his new role.

In connection with Mr. Jarvis’ role with Enbridge, EECI, EEM and its affiliates, we expect that Mr. Jarvis will enter into a new employment agreement with Enbridge or one of its affiliates. The details of the employment agreement have not been finally determined at this time.

Effective upon March 1, 2014, the date he assumes his new role, Mr. Jarvis will receive an annual base salary of $530,000 (subject to reassessment from time to time). Mr. Jarvis will also be eligible for, (1) subject to the terms of the Enbridge Short-Term Incentive Plan, short term incentive awards target of 65% of annual base salary, (2) subject to the terms of the Enbridge Performance Stock Option Plan, performance stock option grants of up to 67.5% of annual base salary, (3) subject to the terms of the Enbridge Incentive Stock Option Plan, incentive stock option grants of up to 78.75% of annual base salary, and (4) subject to the terms of the Enbridge Performance Stock Unit Plan, stock unit grants of up to 78.75% of annual base salary. Mr. Jarvis will also be eligible for a perquisite allowance of up to $35,000 per year. A portion of Mr. Jarvis’s compensation will be allocated to the Partnership based on the percentage of time he devotes to matters of the Partnership.

The press release announcing the foregoing is attached to this report as Exhibit 99.1, but is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and is not incorporated by reference into any Securities Act registration statements.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description of the Exhibit
99.1	Press release dated February 14, 2014

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, thereunto duly authorized.

	ENBRIDGE ENERGY MANAGEMENT, L.L.C. (Registrant)
Date: February 20, 2014	By:	/s/ Bruce A. Stevenson
		Bruce A. Stevenson Corporate Secretary (Duly Authorized Officer)

Index of Exhibits

Exhibit Number	Description
99.1	Press release dated February 14, 2014

EX-99.1

Exhibit 99.1

News Release

Enbridge Energy Partners, L.P. & Enbridge Energy Management, L.L.C. Announce Director and Officer Changes

HOUSTON - Feb. 14, 2014 - Enbridge Energy Partners, L.P. (the Partnership) (NYSE: EEP) and Enbridge Energy Management, L.L.C. (EEM) (NYSE: EEQ) today announced the resignation, effective March 1, 2014, of Stephen J. Wuori from the boards of directors of EEM and Enbridge Energy Company, Inc. (EECI), the general partner of the Partnership. Guy Jarvis has been elected, effective March 1, 2014, to replace Mr. Wuori on the boards of directors of each of EEM and EECI.

In addition, Mr. Wuori, currently the executive vice president, Liquids Pipelines, of each of EEM and EECI, and president, Liquids Pipelines & Major Projects, Enbridge Inc. (Enbridge), the ultimate parent of EECI, will no longer serve in such positions as of March 1, 2014. On that date he will assume a new role as strategic advisor, Office of the President and CEO of Enbridge.

Mr. Jarvis, currently executive vice president and chief commercial officer, Liquids Pipelines, Enbridge Inc., will assume responsibility for the leadership of Enbridge’s Liquids Pipelines business unit, including the appointment by EEM and EECI to the office of executive vice president - Liquids Pipelines, when Mr. Wuori assumes his new role.

In his role as strategic advisor, Mr. Wuori will provide advice and support with respect to strategic matters affecting Enbridge’s liquids pipelines and other businesses. Mr. Wuori has 34 years of experience with the Enbridge family of companies. He has also served as a board member and chair of both the Association of Oil Pipe Lines (AOPL) and the Canadian Energy Pipelines Association (CEPA).

Mr. Jarvis has more than 28 years of experience in the energy industry of which the last 14 years have been with Enbridge. Prior to his current role, he served as president, Gas Distribution, and previously lead Enbridge’s Liquids Pipelines business development group, among other roles of increasing responsibility.

“These changes position us well to continue to achieve our strategic priorities,” said Al Monaco, president and CEO of Enbridge Inc. “Guy is an experienced business unit leader and brings a strong background in operations, commercial management and business development from his previous roles within Liquids Pipelines.

“Steve is a tremendous contributor to Enbridge’s success and development of the Liquids Pipelines business unit, which he has led through both an unprecedented period of growth as well as an intense focus on achieving operational excellence. Through Steve’s new role, we will continue to benefit from his extensive knowledge of pipeline infrastructure and fundamentals while providing him with greater flexibility for personal and family interests.”

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About Enbridge Energy Management, L.L.C

Enbridge Energy Management, L.L.C. manages the business and affairs of Enbridge Energy Partners, L.P. (Enbridge Partners), and its sole asset is an approximate 19 percent limited partner interest in Enbridge Partners. Enbridge Energy Company, Inc., an indirect wholly owned subsidiary of Enbridge Inc. of Calgary, Alberta, (NYSE:ENB) (TSX:ENB) is the general partner of Enbridge Partners and holds an approximate 21 percent interest in Enbridge Partners together with all of the outstanding preferred interests in Enbridge Partners.

About Enbridge Energy Partners, L.P.

Enbridge Energy Partners, L.P. owns and operates a diversified portfolio of crude oil and natural gas transportation systems in the United States. Its principal crude oil system is the largest pipeline transporter of growing oil production from western Canada and the North Dakota Bakken formation. The system’s deliveries to refining centers and connected carriers in the United States account for approximately 17 percent of total U.S. oil imports. Enbridge Partners’ natural gas gathering, treating, processing and transmission assets, which are principally located onshore in the active U.S. Mid-Continent and Gulf Coast areas, deliver approximately 2.5 billion cubic feet of natural gas daily. Enbridge Partners is recognized by Forbes as one of the 100 Most Trustworthy Companies in America.

FOR FURTHER INFORMATION PLEASE CONTACT:

Investor Relations Contact:	Media Contact:
Sanjay Lad	Larry Springer
Toll-free: (866) EEP INFO or (866) 337-4636	Telephone: (877) 496-8142
E-mail: eep@enbridge.com	E-mail: usmedia@enbridge.com
Website: www.enbridgepartners.com

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