Business Context and Reporting Period
This Form 8-K Current Report was filed by Suburban Propane Partners, L.P. on November 8, 2022. The filing reports on corporate governance actions taken by the Compensation Committee of the Board of Supervisors during a meeting held on that date.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on the adoption of a new equity incentive plan and does not contain financial performance data.
Material Changes
The primary material change reported is the adoption of the Suburban Propane Partners, L.P. 2022 Phantom Equity Plan, effective immediately. Key features include:
- Structure: A cash-settled plan functioning as a corollary to the 2018 Restricted Unit Plan.
- Eligibility: Executive officers, Board members, and other employees.
- Vesting: Standard schedule is one-third of each award on each of the first three anniversaries of the grant date, subject to continuous employment.
- Settlement: Upon vesting, phantom units convert to cash equal to the average of the highest and lowest trading prices of Common Units on the vesting date.
- Forfeiture: Unvested awards are forfeited upon termination, except in cases of retirement, death, disability, termination without "cause," or resignation for "good reason."
- DER Plan Amendment: The Distribution Equivalent Rights (DER) Plan was amended to include phantom units in the calculation of Distribution Equivalent Rights.
Guidance, Outlook, and Management Commentary
The filing does not contain financial guidance, outlook, or general management commentary regarding future business performance. The stated purpose of the Phantom Equity Plan is to incentivize behaviors leading to the creation of long-term value for unitholders.
Executive Compensation Awards
On November 8, 2022, the Committee granted the following unvested phantom units to named executive officers:
| Name | Quantity Granted |
|---|---|
| Michael A. Stivala | 11,612 |
| Michael A. Kuglin | 19,557 |
| Steven C. Boyd | 19,557 |
| Douglas T. Brinkworth | 19,557 |
| Neil E. Scanlon | 17,113 |
Investor Verification Checklist
- Review the full text of the 2022 Phantom Equity Plan (Exhibit 10.1) for specific terms regarding vesting acceleration and forfeiture conditions.
- Examine the Amended DER Plan (Exhibit 10.3) to understand how phantom units impact distribution equivalent rights calculations.
- Verify the Incentive Compensation Recoupment Policy referenced in the filing to understand clawback provisions applicable to these awards.
- Monitor future filings for the actual cash settlement values of these awards upon vesting.