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): April 25, 2012

DCP MIDSTREAM PARTNERS, LP

(Exact name of registrant as specified in its charter)

DELAWARE	001-32678	03-0567133
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

370 17th Street, Suite 2775

Denver, Colorado 80202

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (303) 633-2900

(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 May 1, 2012, DCP Midstream Partners, LP (the “Partnership”) issued a press release announcing the resignations of Alan Harris, Donald Hrap and John Lowe from the Board of Directors (the “Board”) of the Partnership’s ultimate general partner, DCP Midstream GP, LLC (the “General Partner”), and the appointment of Timothy G. Taylor and Greg G. Maxwell as the Phillips 66 representatives to the Board and R. Mark Fiedorek as the Spectra Energy Corp. representative to the Board. Messrs. Harris and Lowe also resigned from the Compensation Committee of the Board of Directors of the General Partner. Messrs. Harris, Hrap and Lowe’s resignations were effective April 25, 2012 and there were no disagreements between Messrs. Harris, Hrap and Lowe and the General Partner or the Partnership regarding any matter or relating to the Partnership’s operations, policies or practices.

Mr. Taylor is currently the Executive Vice President, Commercial, Transportation, Business Development and Marketing for Phillips 66. Mr. Taylor’s appointment was effective April 25, 2012.

Mr. Maxwell is currently the Executive Vice President and Chief Financial Officer for Phillips 66. Mr. Maxwell’s appointment was effective April 25, 2012.

Mr. Fiedorek is currently the Group Vice President, Southeast U.S. Transmission and Storage for Spectra Energy Corp. Mr. Fiedorek’s appointment was effective April 25, 2012.

There are no arrangements or understandings between Messrs. Taylor, Maxwell or Fiedorek and any other person pursuant to which Messrs. Taylor, Maxwell or Fiedorek were selected as directors. None of Messrs. Taylor, Maxwell or Fiedorek has any family relationship with any director or other executive officer of the Partnership or any person nominated or chosen by the Partnership to become a director or executive officer. There are no transactions in which Messrs. Taylor, Maxwell or Fiedorek have an interest requiring disclosure under Item 404(a) of Regulation S-K. The Board has not named Messrs. Taylor, Maxwell or Fiedorek to any committees of the Board at this time.

The General Partner serves as the ultimate general partner of the Partnership, holding a general partner interest in the Partnership. DCP Midstream, LLC currently owns 100% of the General Partner, which allows it to control the Partnership, and owns a 26% limited partner interest in the Partnership. DCP Midstream, LLC is a joint venture equally owned by Spectra Energy Corp. and Phillips 66, following the May 1, 2012 separation of Phillips 66 and ConocoPhillips. For relationships between the Partnership, the General Partner, DCP Midstream, LLC and its affiliates, please read Item 13 “Certain Relationships and Related Transactions, and Director Independence”, which is incorporated herein by reference from the Partnership’s annual report on Form 10-K, filed with the Securities and Exchange Commission on February 29, 2012.

The press release announcing these changes is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
Exhibit 99.1	Press Release dated May 1, 2012

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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.

DCP MIDSTREAM PARTNERS, LP

By:	DCP MIDSTREAM GP, LP
	its General Partner

By:	DCP MIDSTREAM GP, LLC
	its General Partner

By:	/s/ Michael S. Richards
Name:	Michael S. Richards
Title:	Vice President, General Counsel and Secretary

May 1, 2012

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EXHIBIT INDEX

Exhibit Number	Description
Exhibit 99.1	Press Release dated May 1, 2012

4

EX-99.1

Exhibit 99.1

		News Release www.dcppartners.com
	MEDIA AND INVESTOR RELATIONS CONTACT:	Jonni Anwar
May 1, 2012	Phone:	303/605-1868
	24-Hour:	303/887-5419

DCP MIDSTREAM PARTNERS ANNOUNCES NEW MEMBERS TO ITS BOARD OF DIRECTORS

DENVER — DCP Midstream GP, LLC, the general partner of DCP Midstream Partners, LP (NYSE: DPM), or the “General Partner”, announced the appointments of Greg G. Maxwell and Timothy G. Taylor as Phillips 66’s representatives and R. Mark Fiedorek as Spectra Energy’s representative to its board of directors. Following Phillips 66’s separation from ConocoPhillips, Phillips 66 and Spectra Energy each own 50 percent of the owner of the General Partner, DCP Midstream, LLC. Mr. Maxwell will take the place of John Lowe, Mr. Taylor will take the place of Donald Hrap and Mr. Fiedorek will take the place of Alan Harris on the board. Following this change, the board members affiliated with the General Partner or its owners will be Tom O’Connor, Mark Borer, Tim Taylor, Mark Fiedorek and Greg Maxwell. The continuing independent directors of the board are Paul Ferguson, Frank McPherson, Tom Morris, and Steve Springer.

Mr. Maxwell is the executive vice president and chief financial officer for Phillips 66. Prior to being named to his current role, Mr. Maxwell served as senior vice president, chief financial officer and controller for Chevron Phillips Chemical Company, where he also previously served as vice president and controller from 2000. Prior to joining Chevron Phillips Chemical Company, Mr. Maxwell was at Phillips Petroleum Company since 1978 where he served in a number of staff accounting and corporate development positions with increasing responsibility.

Mr. Taylor is executive vice president, Commercial, Transportation, Business Development and Marketing for Phillips 66. Before being named to his current role, Mr. Taylor served as chief operating officer of Chevron Phillips Chemical Company. Prior to joining Chevron Phillips Chemical Company, Mr. Taylor was at Phillips Petroleum Company since 1980 where he served in a number of management positions including president of Phillips Pipeline Company. He began his career in the chemical industry with Eastman Chemical in Longview, Texas.

		News Release www.dcppartners.com
	MEDIA AND INVESTOR RELATIONS CONTACT:	Jonni Anwar
May 1, 2012	Phone:	303/605-1868
	24-Hour:	303/887-5419

Mr. Fiedorek is currently the group vice president of Spectra Energy’s Southeast U.S. Transmission and Storage, a position he has been in since 2007. Mr. Fiedorek also serves on the board of directors for Spectra Energy’s publicly traded partnership, Spectra Energy Partners. Mr. Fiedorek joined Spectra Energy in 1988 and has served in a number of management positions primarily in the supply, planning, operations and marketer services areas.

DCP Midstream Partners, LP (NYSE: DPM) is a midstream master limited partnership engaged in the business of gathering, compressing, treating, processing, transporting, storing and selling natural gas; producing, fractionating, transporting, storing and selling NGLs and condensate; and transporting, storing and selling propane in wholesale markets. DCP Midstream Partners, LP is managed by its general partner, DCP Midstream GP, LLC, which is wholly owned by DCP Midstream, LLC, a joint venture between Spectra Energy and Phillips 66. For more information, visit the DCP Midstream Partners, LP website at www.dcppartners.com

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