Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Departure and Appointments
On August 6, 2019, EnLink
Midstream, LLC (“ENLC”) announced that Michael J. Garberding would depart ENLC, including his positions as President,
Chief Executive Officer, and director of EnLink Midstream Manager, LLC (the “Manager”), the managing member of ENLC,
and the same positions of EnLink Midstream GP (the “General Partner”), the general partner of EnLink Midstream Partners,
LP (“ENLK” and together with ENLC, “EnLink”), in each case, effective as of August 8, 2019. However, Mr.
Garberding will remain with EnLink in a non-executive capacity through September 1, 2019 in order to assist with transition matters.
Mr. Garberding’s departure did not result from a disagreement with the Manager or the General Partner.
On August 6, 2019, the
Board of Directors of the Manager (the “Manager Board”) appointed Mr. Davis as Chief Executive Officer of the Manager,
and the Board of Directors of the General Partner (the “General Partner Board”) appointed Mr. Davis as Chief Executive
Officer of the General Partner, in each case, effective as of August 8, 2019. In addition, Mr. Davis’ title of Executive
Chairman of the Manager Board and the General Partner Board was changed to Chairman as of the same date.
Also on August 6, 2019,
GIP III Stetson I, L.P., in its capacity as the sole member of the Manager, elected and appointed Thomas W. Horton to serve on
the Manager Board, effective as of August 8, 2019. Mr. Horton, as a Partner of Global Infrastructure Partners, will not receive
any separate compensation for his service as director. Mr. Horton will not sit on any committee of the Manager Board.
Biographical information
for each of Messrs. Davis and Horton is set forth below:
Barry E. Davis, 57, became Executive Chairman
of EnLink in January 2018, after serving as Chief Executive Officer of EnLink since the company was created in 2014. He led EnLink’s
predecessor, Crosstex Energy, from its founding in 1996 through the 2014 business combination of Crosstex with midstream assets
from Devon Energy Corp., which created EnLink. Under his leadership, EnLink has evolved into a leading, integrated midstream company
with a strong financial foundation and a diverse geographic footprint in several top U.S. basins. In addition to serving on the
Board of Directors for EnLink, Mr. Davis is a Trustee of Texas Christian University (TCU) and a board member of the Kirby Corp.
and several other civic and nonprofit organizations.
Thomas W. Horton, 57, is a Partner at Global
Infrastructure Partners (“GIP”). Prior to joining GIP, Mr. Horton was a senior advisor at Warburg Pincus, LLC, a private
equity firm from 2015 to 2019. Mr. Horton was the chairman of American Airlines Group, Inc., from 2013 to 2014, and chairman, president
and chief executive officer of American Airlines, Inc., and AMR Corporation from 2011 to 2013, after being named president of American
in 2010. Previously, he served as executive vice president and chief financial officer of AMR and American from 2006 to 2010, and
vice chairman and chief financial officer of AT&T Corporation from 2002 to 2006. Mr. Horton currently serves as a lead director
of General Electric Co. and Walmart Inc. He also serves on the executive board of the Cox School of Business at SMU. Mr. Horton
was selected to serve as a director due to, among other factors, his extensive executive and financial experience, business expertise
and leadership skills.
Mr. Garberding’s
departure will constitute a “Qualifying Termination” under the terms of his Amended and Restated Change in Control
Agreement, and under the terms of the outstanding restricted incentive units (including performance-based restricted incentive
units) granted to Mr. Garberding under the EnLink Midstream, LLC 2014 Long-Term Incentive Plan and the EnLink Midstream GP, LLC
Long-Term Incentive Plan.
Indemnification Agreement
ENLC has a practice of
entering into indemnification agreements (the “Indemnification Agreements”) with each of the Manager’s directors
and executive officers (collectively, the “Indemnitees”). In connection with his appointment to the Manager Board,
ENLC entered into an Indemnification Agreement with Mr. Horton. Under the terms of the Indemnification Agreements, ENLC agreed
to indemnify and hold each Indemnitee harmless from and against any and all losses, claims, damages, liabilities, judgments, fines,
taxes (including ERISA excise taxes), penalties (whether civil, criminal, or other), interest, assessments, amounts paid or payable
in settlements, or other amounts and any and all “expenses” (as defined in the Indemnification Agreements) arising
from any and all threatened, pending, or completed claims, demands, actions, suits, proceedings, or alternative dispute mechanisms,
whether civil, criminal, administrative, arbitrative, investigative, or otherwise, whether made pursuant to federal, state, or
local law, whether formal or informal, and including appeals, in each case, which the Indemnitee may be involved, or is threatened
to be involved, as a party, a witness, or otherwise, including any inquiries, hearings, or investigations that the Indemnitee determines
might lead to the institution of any proceeding, related to the fact that Indemnitee is or was a director, manager, or officer
of ENLC or the Manager, or is or was serving at the request of the ENLC or the Manager, each as applicable, as a manager, managing
member, general partner, director, officer, fiduciary, trustee, or agent of any other entity, organization, or person of any nature.
ENLC has also agreed to advance the expenses of an Indemnitee relating to the foregoing. To the extent that a change in the laws
of the State of Delaware permits greater indemnification under any statute, agreement, organizational document, or governing document
than would be afforded under the Indemnification Agreements as of the date of the Indemnification Agreements, the Indemnitee shall
enjoy the greater benefits so afforded by such change.
The foregoing description
of the Indemnification Agreements does not purport to be complete and is qualified in its entirety by reference to the complete
text of the Form of Indemnification Agreement, the form of which was filed as Exhibit 10.1 to ENLC’s Current Report on Form
8-K dated July 17, 2018, filed with the Securities and Exchange Commission on July 23, 2018, and which is incorporated herein by
reference.