Business Context and Reporting Period
Company: Kinetik Holdings Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: February 28, 2024
Reporting Period: Event date of February 28, 2024.
Context: The filing discloses the adoption of new severance plans for executives and employees by the Compensation Committee of the Board of Directors.
Key Financial Metrics
This filing does not contain financial performance data. There are no reported values for revenue, profit, cash flow, margins, debt, or liquidity in this document.
Material Changes
The material change reported is the adoption of two new compensation arrangements on February 28, 2024:
- Kinetik Holdings Inc. Executive Severance Plan: Provides severance benefits to executives upon termination without cause or for good reason.
- Kinetik Holdings Inc. Employee Severance Plan: Provides severance benefits to general employees.
Guidance, Outlook, and Management Commentary
Plan Details: Under the Executive Plan, eligible participants may receive:
- A lump sum cash payment based on annualized base salary, target bonus, and years of service (enhanced in change of control scenarios).
- A prorated annual cash bonus based on actual performance (also payable in cases of death or disability).
- Accelerated vesting of unvested equity-based awards.
- Lump sum payments for health coverage and 401(k) contributions for a specified period post-termination.
Excise Tax Provision: If benefits trigger an excise tax under Section 4999 of the Internal Revenue Code, payments will be adjusted to maximize the participant's net receipt (either reduced to avoid the tax or paid in full subject to the tax).
Risks and Contingencies: The filing notes that benefits are subject to the execution of a release of claims and compliance with restrictive covenants. No other risks or contingencies are detailed in this specific report.
Investor Verification Checklist
- Review the full text of the Executive Severance Plan (Exhibit 10.1) to understand specific eligibility thresholds and payout formulas.
- Examine the Form of Participation Agreement (Exhibit 10.2) for restrictive covenants and release requirements.
- Verify the potential financial impact of these plans on future compensation expenses, particularly in the event of a change in control.
- Confirm that the filing does not contain updated financial guidance, as this 8-K is strictly for the disclosure of the severance plan adoption.