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): October 2, 2009 (October 1, 2009)
WESTERN GAS PARTNERS, LP
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation or organization)
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001-34046
(Commission
File Number)
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26-1075808
(IRS Employer
Identification No.) |
1201 Lake Robbins Drive
The Woodlands, Texas 77380-1046
(Address of principal executive office) (Zip Code)
(832) 636-6000
(Registrants’ 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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), (c), (d) Effective October 1, 2009, the Board of Directors of our general partner, Western Gas
Holdings, LLC (the “General Partner”), appointed Donald R. Sinclair to serve as President and as a
director of the General Partner. Mr. Sinclair, age 51, most recently was a founding partner and
served as President of Ceritas Energy, LLC, a midstream energy company headquartered in Houston,
from February 2003 to September 2009. From April 1997 to September 1998 Mr. Sinclair was President
of Duke Energy Trading and Marketing LLC, and served as Chairman of the Energy Risk Committee for
Duke Energy Corporation. Prior to joining Duke, Mr. Sinclair served as Senior Vice President of
Tenneco Energy and as President of Tenneco Energy Resources. Previously, as one of the original
principals and officers at Dynegy Inc. (formerly NGC Corporation), he served for eight years in
various officer positions, including Senior Vice President and Chief Risk Officer, where he was in
charge of all risk management activities and commercial operations.
In addition, also effective October 1, 2009, Robert G. Gwin has been appointed as Chairman of the
Board and Chief Executive Officer of the General Partner. Danny J. Rea will continue in his role as
Senior Vice President and Chief Operating Officer of the General Partner but has ceased service as
a director, and R.A. Walker will continue as a director of the General Partner.
(e) In connection with Mr. Sinclair’s appointment, the expected portion of Mr. Sinclair’s
compensation that will be allocable to the Partnership by Anadarko includes: (i) an annual base
salary of approximately $225,000; (ii) a bonus opportunity under Anadarko’s annual incentive
program with a target amount equal to 60% of the above base salary; and (iii) an initial equity
award under the Western Gas Holdings, LLC Amended and Restated Equity Incentive Plan (the “Plan”)
of 20,000 Unit Appreciation Rights, 20,000 Unit Value Rights and 20,000 Distribution Equivalent
Rights, each of which generally vests in two equal installments, on the second and fourth
anniversaries of the date of the grant. Mr. Sinclair will also be eligible to receive future equity
awards in such amounts under our equity-based compensation programs, to be determined by the
General Partner’s Board of Directors, 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, 2008, as filed with the Securities and Exchange Commission on March 13, 2009.
Mr. Sinclair is 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 the Partnership will
bear the expenses related to the portion of such benefits allocable to the Partnership.
A copy of the news release relating to this disclosure is furnished herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
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Exhibit Title |
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99.1
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Western Gas Partners, LP Press Release, dated October 1, 2009. |