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 16, 2024
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Emerging growth company | ||||||||
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of May 16, 2024, the Board of Directors (the “Board”) of Summit Midstream GP, LLC, a Delaware limited liability company (the “General Partner”), the general partner of Summit Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), approved and adopted the First Amendment (the “Amendment”) to the Summit Midstream Partners, LP 2022 Long-Term Incentive Plan (the “Plan”). The Amendment amends the Plan to increase the number of common units representing limited partner interests in the Partnership (“common units”) that may be delivered with respect to awards granted under the Plan by 750,000 common units.
The Plan was originally adopted as of March 16, 2022 and authorizes the Compensation Committee of the Board, in its discretion, to grant awards of restricted units, phantom units, unit options, unit appreciation rights and other awards related to common units of the Partnership upon such terms and conditions as it may determine appropriate and in accordance with the terms of the Plan.
The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 5.02 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
| 10.1 | ||||||||
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document | |||||||
1
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.
| Summit Midstream Partners, LP | |||||||||||
| (Registrant) | |||||||||||
| By: | Summit Midstream GP, LLC (its general partner) | ||||||||||
| Dated: | May 22, 2024 | /s/ James D. Johnston | |||||||||
| James D. Johnston, Executive Vice President, General Counsel, Chief Compliance Officer and Secretary | |||||||||||
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Exhibit 10.1
FIRST AMENDMENT TO THE
SUMMIT MIDSTREAM PARTNERS, LP
2022 LONG-TERM INCENTIVE PLAN
THIS FIRST AMENDMENT (this “Amendment”) to the Summit Midstream Partners, LP 2022 Long-Term Incentive Plan, effective as of March 16, 2022 (the “Plan”), is effective May 16, 2024 (the “Effective Date”).
WHEREAS, Summit Midstream GP, LLC, a Delaware limited liability company (the “Company”), the general partner of Summit Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), previously adopted the Plan pursuant to which the Company is authorized to grant equity and equity-based incentive awards to certain employees, consultant and directors of the Company, the Partnership or their affiliates;
WHEREAS, Section 8(a) of the Plan provides that the Board of Directors of the Company (the “Board”) may amend the Plan from time to time, including to increase the aggregate maximum number of common units of the Partnership (“Common Units”) that may be issued under the Plan;
WHEREAS, the Board desires to amend the Plan to increase the aggregate maximum number of Common Units available for delivery with respect to awards under the Plan by 750,000 units; and
WHEREAS, the Board has determined that it is desirable and in the best interests of the Company and the Partnership to amend the Plan in the manner contemplated hereby.
NOW, THEREFORE, the Plan shall be amended as follows, effective as of the Effective Date:
1. The first sentence of Section 5(a) of the Plan shall be deleted in its entirety and the following substituted therefor:
“Subject to adjustment as provided in Section 5(c), the number of Units that may be delivered with respect to Awards under the Plan is 1,750,000, plus the number of Units that remain available for Awards under the Prior Plan as of May 10, 2022.”
2. This Amendment shall be and is hereby incorporated in and forms a part of the Plan, and, as amended hereby, the Plan is specifically ratified and reaffirmed.
3. All other terms and provisions of the Plan shall remain unchanged except as specifically modified herein.