ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On
October 11, 2017, director John D. Chandler announced to the Board of Directors (the
GP Board
) of USA Compression GP, LLC (the
General Partner
), the general partner of USA Compression Partners, LP (the
Partnership
), his intent to resign from the GP Board effective October 15, 2017, and the GP Board accepted his resignation effective as of such date. Mr. Chandlers resignation is for personal reasons as he has accepted a position with another publically traded company and does not arise from any disagreement with the General Partner, its management or its Board of Directors on any matter relating to the General Partners, or the Partnerships, operations, policies or practices, the general direction of the General Partner or the Partnership, or Mr. Chandlers role on the Board of Directors.
On October 13, 2017, the Board of Managers of USA Compression Holdings, LLC (the
Holdings Board
), as sole member of the General Partner, appointed Jerry L. Peters to serve as a director on the GP Board to fill the vacancy created by Mr. Chandlers resignation, effective October 16, 2017. As Mr. Chandler served as the chairman of the Audit Committee, Mr. Peters was appointed by the GP Board to the Audit Committee of the GP Board (the
Audit Committee
) and to serve as the chairman of the Audit Committee. Mr. Peters qualifies as an independent director under the rules of the Securities and Exchange Commission and the New York Stock Exchange, and also qualifies as the audit committee financial expert. There are no arrangements or understandings between Mr. Peters and any other persons pursuant to which he will serve as a director. There are no relationships between Mr. Peters and the General Partner or any related person of the General Partner that would require disclosure pursuant to Item 404(a) of Regulation S-K.
In connection with Mr. Peters appointment to the GP Board, he is eligible to receive phantom unit grants under the USA Compression Partners, LP, 2013 Long-Term Incentive Plan. Mr. Peters will receive (i) an annual cash retainer of $75,000 for his services on the GP Board, (ii) an additional annual retainer of $15,000 for service as the chair of any standing committee, and (iii) meeting attendance fees of $2,000 per meeting attended.
On October 13, 2017, the Holdings Board also appointed Michael A. Wichterich to serve as a director on the GP Board to fill the vacancy created by Andrew W. Wards resignation on October 5, 2016, effective October 16, 2017. There are no arrangements or understandings between Mr. Wichterich and any other persons pursuant to which he will serve as a director. There are no relationships between Mr. Wichterich and the General Partner or any related person of the General Partner that would require disclosure pursuant to Item 404(a) of Regulation S-K.
Mr. Wichterich will not receive any compensation from us for his service as director of the GP Board.
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