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 13, 2017

WESTERN GAS PARTNERS, LP

(Exact name of registrant as specified in its charter)

Delaware	001-34046	26-1075808
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

1201 Lake Robbins Drive

The Woodlands, Texas 77380-1046

(Address of principal executive offices) (Zip Code)

(832) 636-6000

(Registrant’s telephone number, including area code)

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.

(b) On February 13, 2017, Mr. Donald R. Sinclair resigned from his positions as President and Chief Executive Officer of our general partner. Mr. Sinclair also resigned as a member of the board of directors of our general partner. Mr. Sinclair’s resignation was not the result of any disagreement with us or our general partner. He will continue to provide services to us and our general partner in the future as a Senior Advisor.

(c) Also on February 13, 2017, the board of directors of our general partner announced that it had appointed Mr. Benjamin M. Fink to be President and Chief Executive Officer of our general partner. In addition, Anadarko Petroleum Corporation (“Anadarko”) announced that it has promoted Mr. Fink to Senior Vice President for Anadarko. Mr. Fink has served as the Senior Vice President and Chief Financial Officer of our general partner since May 2009, and will continue to serve as the principal financial and accounting officer of our general partner until a successor is appointed. Mr. Fink was also appointed to the board of directors of our general partner on February 13, 2017.

In addition, on February 13, 2017, the board of directors of our general partner announced that Mr. Craig W. Collins had been appointed Senior Vice President and Chief Operating Officer of our general partner. Anadarko also announced that Mr. Collins had been appointed Vice President — Midstream for Anadarko. Mr. Collins, age 44, previously served as Director, Midstream Engineering for Anadarko from July 2016 to February 2017, during which time he was responsible for the engineering and construction of midstream infrastructure for Anadarko and Western Gas Partners, LP. He joined the Anadarko midstream organization in November 2010, where he led commercial development activities in the Eagleford shale, and was promoted to General Manager in June 2013, with commercial responsibilities for midstream assets located in Texas, New Mexico, Kansas, Louisiana, and Pennsylvania. Since joining Anadarko in 2003, Mr. Collins has also held positions of increasing responsibility in Treasury and Corporate Development.

Also on February 13, 2017, the board of directors of our general partner announced that Mr. Philip H. Peacock had been promoted to Senior Vice President, General Counsel and Corporate Secretary of our general partner.

The expected portion of Mr. Fink’s compensation that will be allocable to us by Anadarko includes: (i) an annual base salary of approximately $418,000; (ii) a bonus target opportunity under Anadarko’s annual incentive program equal to 80% of his base salary; and (iii) a $675,000 equity award under Anadarko’s 2012 Omnibus Incentive Compensation Plan (the “Omnibus Plan”) based on Anadarko’s closing stock price on February 13, 2017, with such value delivered 40% in performance units, 35% in stock options and 25% in restricted stock units. Mr. Fink will receive no additional compensation for serving on the board of directors of our general partner. The expected portion of Mr. Collins’ compensation that will be allocable to us by Anadarko includes: (i) an annual base salary of approximately $165,000; (ii) a bonus target opportunity under Anadarko’s annual incentive program equal to 65% of his base salary; and (iii) a $500,000 equity award under the Omnibus Plan based on Anadarko’s closing stock price on February 13, 2017, with such value delivered 40% in performance units, 35% in stock options and 25% in restricted stock units. In addition, in connection with his appointment as Anadarko’s Vice President — Midstream, Mr. Collins will enter into a key employee change of control agreement with Anadarko that is standard for similarly situated officers at Anadarko. The performance period for Mr. Fink’s and Mr. Collins’ performance units will be January 1, 2017 through December 31, 2019. Mr. Fink’s and Mr. Collins’ stock options and restricted stock units will vest in one-third increments over three years, beginning on February 13, 2018.

Messrs. Fink, Collins and Peacock will be eligible to receive future equity awards under our and Anadarko’s compensation programs, as described under the heading “Executive Compensation — Compensation Discussion and Analysis — Elements of compensation” in our Form 10-K for the year ended December 31, 2015, as filed with the Securities and Exchange Commission on February 25, 2016 (the “2015 Form 10-K”). Messrs. Fink, Collins and Peacock are also eligible to participate in Anadarko’s other benefits, including welfare and retirement benefits, severance benefits and change of control benefits, compensation programs, and other benefits on the same basis as other eligible Anadarko employees, and we will bear the expenses related to the portion of such benefits allocable to us. Other than as described herein, there is no arrangement or understanding between Messrs. Fink, Collins or Peacock and any other person pursuant to which he was selected as an officer and director of our general partner.

Item 7.01 Regulation FD Disclosure.

On February 13, 2017, we and Western Gas Equity Partners, LP issued a press release regarding the matters referenced above. A copy of this release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release of Western Gas Partners, LP and Western Gas Equity Partners, LP issued February 13, 2017.

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.

		WESTERN GAS PARTNERS, LP
		By:	Western Gas Holdings, LLC, its general partner
Dated:	February 16, 2017	By:	/s/ Philip H. Peacock
			Philip H. Peacock Senior Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of Western Gas Partners, LP and Western Gas Equity Partners, LP issued February 13, 2017.

EX-99.1

EXHIBIT 99.1

WESTERN GAS ANNOUNCES

MANAGEMENT PROMOTIONS

FINK TO SUCCEED SINCLAIR AS CEO; COLLINS NAMED COO

HOUSTON, Feb. 13, 2017 – Western Gas Partners, LP (NYSE: WES) (“WES”) and Western Gas Equity Partners, LP (NYSE: WGP) (“WGP” and collectively the “Partnerships”) announced that effective today Benjamin M. Fink has been named President and CEO. Fink has served as the Sr. Vice President (SVP), Finance and CFO of WES since 2009 and of WGP since its formation in 2012. Don Sinclair, in anticipation of his ultimate retirement, has stepped down from his WES and WGP officer positions, as well as his role as SVP, Midstream at the Partnerships’ sponsor, Anadarko Petroleum Corporation (NYSE: APC) (“Anadarko”). Sinclair will continue to serve as Senior Advisor to Anadarko and the Partnerships. Fink also will replace Sinclair as a director of the Partnerships and will remain the Partnerships’ principal financial and accounting officer until his successor is named.

“Don has been a tremendous part of the success of both Western Gas partnerships since he joined us as President in 2009,” said Robert Gwin, Chairman of WES and WGP. “We thank him for his seven years of leadership and contributions, and are very happy that he has chosen to remain part of our organizations in an advisory capacity, as he possesses a unique combination of industry knowledge and commercial talent.

“We are very pleased that Ben will succeed Don, ensuring the continuity of our successful strategy and execution,” added Gwin. “Over the past seven years, Ben’s financial and tactical leadership has been a critical component of the exceptional performance that Western Gas has consistently delivered to its stakeholders, and I am confident that he, along with his talented leadership team, will advance Western Gas through its next stage of growth.”

In addition, Craig W. Collins has been named SVP, Operations and Chief Operating Officer of the Partnerships, and Philip H. Peacock has been named SVP, General Counsel and Corporate Secretary of the Partnerships. Peacock previously served as Vice President, General Counsel and Corporate Secretary beginning in 2012.

BENJAMIN M. FINK

Fink has 25 years of financial and operational experience and joined Anadarko in 2006. He holds a Bachelor of Science degree in Economics from the Wharton School of the University of Pennsylvania, and is a Chartered Financial Analyst.

CRAIG W. COLLINS

Collins joined Anadarko in 2003 and has held positions of increasing responsibility including general manager of midstream commercial development, and most recently as director of midstream engineering. He holds a Bachelor of Science degree in Chemical Engineering from Texas A&M University and a Master of Business Administration degree from Rice University.

PHILIP H. PEACOCK

Peacock joined Western Gas in 2012. Previously, he was a partner practicing corporate and securities law at the law firm of Andrews Kurth LLP, which he joined in 2003. Peacock holds a Bachelor of Arts degree from Princeton University, a Master of Arts degree from the University of Houston, and a Juris Doctor degree from the University of Virginia. He is licensed to practice law in the state of Texas.

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Western Gas Partners, LP (“WES”) is a growth-oriented Delaware master limited partnership formed by Anadarko Petroleum Corporation to acquire, own, develop and operate midstream energy assets. With midstream assets located in the Rocky Mountains, North-central Pennsylvania and Texas, WES is engaged in the business of gathering, compressing, treating, processing, and transporting natural gas, and gathering, stabilizing and transporting condensate, natural gas liquids and crude oil for Anadarko, as well as for other producers and customers.

Western Gas Equity Partners, LP (“WGP”) is a Delaware master limited partnership formed by Anadarko to own the following types of interests in WES: (i) the general partner interest and all of the incentive distribution rights in WES, both owned through WGP’s 100% ownership of WES’s general partner, and (ii) a significant limited partner interest in WES.

For more information about Western Gas Partners, LP and Western Gas Equity Partners, LP, please visit www.westerngas.com.

This news release contains forward-looking statements. Western Gas Partners and Western Gas Equity Partners believe that their expectations are based on reasonable assumptions. No assurance, however, can be given that such expectations will prove to have been correct. A number of factors could cause actual results to differ materially from the projections, anticipated results or other expectations expressed in this news release. These factors include the ability to meet financial guidance or distribution growth expectations; the ability to safely and efficiently operate WES’s assets; the ability to obtain new sources of natural gas supplies; the effect of fluctuations in commodity prices and the demand for natural gas and related products; the ability to meet projected in-service dates for capital growth projects; construction costs or capital expenditures exceeding estimated or budgeted costs or expenditures; and the other factors described in the “Risk Factors” sections of WES’s and WGP’s most recent Forms 10-K and Forms 10-Q filed with the Securities and Exchange Commission and in their other public filings and press releases. Western Gas Partners and Western Gas Equity Partners undertake no obligation to publicly update or revise any forward-looking statements.

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WESTERN GAS CONTACT

Jonathon E. VandenBrand

Director, Investor Relations

jon.vandenbrand@anadarko.com

832.636.6000

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