DE false 0001136352 0001136352 2023-05-11 2023-05-11 0001136352 ceqp:CommonUnitsMember 2023-05-11 2023-05-11 0001136352 ceqp:PreferredUnitsMember 2023-05-11 2023-05-11

 

 

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
Crestwood Equity Partners (NYSE:CEQP)
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