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 19, 2021

SPRAGUE RESOURCES LP

(Exact name of registrant as specified in its charter)

Delaware	001-36137	45-2637964
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

185 International Drive

Portsmouth, NH 03801

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (800) 225-1560

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Units Representing Limited Partner Interests	SRLP	New York Stock Exchange

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))

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 1.01 Entry Into a Material Definitive Agreement

On April 19, 2021, Ben Hennelly, currently a member of the board of directors (the "Board") of Sprague Resources GP LLC, the general partner (the "General Partner") of Sprague Resources LP (the “Partnership”), entered into an offer letter (the “Offer Letter”), under which Mr. Hennelly will serve as Chief Information Officer ("CIO") for the General Partner effective as of July 1, 2021.

Pursuant to the Offer Letter, the General Partner has agreed to pay Mr. Hennelly $265,000 annually with a discretionary, annual incentive compensation opportunity equal to 100% of base salary, of which 25% would be deferred and paid out over three successive years. The General Partner may terminate Mr. Hennelly with or without cause at any time.

The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by the full text of the Offer Letter, a copy of which is filed as Exhibit 10.1, and is incorporated by reference herein.

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

(b) On April 19, 2021, Ben Hennelly informed the General Partner that he intends to resign from the Board effective July 1, 2021. However, Mr. Hennelly may resign earlier as a result of the previously announced transaction with a subsidiary of Hartree Partners, LP. Mr. Hennelly's resignation is not the result of any disagreement with the Partnership on any matter relating to the Partnership's operations, policies, or practices.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. 

EXHIBIT    DESCRIPTION

10.1        Offer of Employment

104        Cover Page Interactive Data File (formatted in Inline XBRL)

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.

SPRAGUE RESOURCES LP
By:	Sprague Resources GP LLC, its General Partner
By:	/s/ Paul A. Scoff
	Paul A. Scoff
	Vice President, General Counsel, Chief Compliance Officer & Secretary

Dated: April 21, 2021

EX-10.1

Exhibit 10.1

March 18, 2021

Ben Hennelly

Dear Ben:

Sprague is delighted to offer you the full-time position of Chief Information Officer and Vice President, reporting to Dave Glendon, President and CEO, starting on or about July 1, 2021. Your salary will be $5,096.16 per week, which equates to $265,000.32 annually. You will be paid on a weekly basis. Sprague’s workweek begins on Monday and ends on Sunday. Payday is the Thursday following the close of the workweek.

Per the attached Synopsis of Benefits, Sprague offers a comprehensive benefits package. You are eligible to participate in Sprague’s medical, dental and retirement benefits on the first day of employment; eligibility for all other employee benefits afforded to Sprague employees shall be in accordance with the terms of the respective plans.

You are eligible to participate in Sprague’s discretionary incentive compensation program.  Your target annual incentive compensation opportunity is equal to 100% of your base salary, 25% of which is deferred and paid over three (3) successive years.  Under this program, the level of actual payouts will be determined based on overall company and individual performance. Incentive compensation payouts, if earned, typically are made in March or April of the following year and are prorated as of start date. Your time spent as a contractor in 2021 will be considered, resulting in your payout being prorated 75%. Sprague reserves the right to change the incentive compensation program at any time.

Included in your offer, you will receive relocation assistance for the transportation of all normal/reasonable household goods. Details can be arranged through Lauren Brassill in Human Resources.

As a Sprague employee, you accrue vacation at the rate of 3.08 hours per week, equivalent to 160 hours annually. For 2021, your vacation time will be pro-rated as of your start date. Future vacation will be earned as defined in the Sprague Vacation Policy. You will also be eligible for the remaining 2021 designated holidays in accordance with Sprague’s holiday schedule.

This offer is made subject to agreement to abide by all of Sprague’s Policies and Procedures and successful results from a pre-employment drug screen. Following acceptance, you will be provided instructions on how to complete the drug screen.

B. Hennelly

Page 2

To facilitate the payroll process, please complete the onboarding process as soon as possible. A link to that process, including all of the material referenced above, will be emailed to you once you complete your pre-employment drug screening. During that process, you will be required to complete an I-9 form. Please note, we are required to complete section 2 of the I-9 form and therefore must examine 1-2 forms of identification. The acceptable forms of identification are listed during the onboarding procedure and can be found on the attached List of Acceptable Documents. Please be sure to bring the documentation with you on your first day.

Sprague is an at-will employer, which means, "employment, having no specified term, may be terminated at the will of either party." Sprague respects the personal and professional choice of each individual to terminate his or her employment.  At-will employment includes Sprague’s business option to terminate your employment at any time, with or without cause. 

We are excited for you to join us, and we look forward to having you as part of the Sprague team. If you have any questions or if I can do anything to help, please do not hesitate to contact me. I look forward to working with you.

Sincerely,

/s/Barbara Arkwell

Barbra Arkwell

Managing Director, Human Resources

AGREED and ACCEPTED

/s/ Ben Hennelly_________________ _4/19/2021_

Ben Hennelly                Date

XML

Cover Page	Apr. 19, 2021
Cover [Abstract]
Entity Central Index Key	0001525287
Document Type	8-K
Document Period End Date	Apr. 19, 2021
Entity Registrant Name	SPRAGUE RESOURCES LP
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36137
Entity Tax Identification Number	45-2637964
Entity Address, Address Line One	185 International Drive
Entity Address, City or Town	Portsmouth
Entity Address, State or Province	NH
Entity Address, Postal Zip Code	03801
City Area Code	800
Local Phone Number	225-1560
Title of 12(b) Security	Common Units Representing Limited Partner Interests
Trading Symbol	SRLP
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false