Business Context and Reporting Period
Company: Suburban Propane Partners, L.P.
Filing Type: Form 8-K (Current Report)
Date of Report: November 7, 2005
Event Date: November 2, 2005
Context: The filing reports the entry into material definitive agreements regarding amendments to executive compensation and benefit plans to ensure compliance with Section 409A of the Internal Revenue Code.
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.
Material Changes Versus Prior Period
The filing details amendments to four specific agreements approved by the Board of Supervisors on November 2, 2005:
- CEO Employment Agreement: Added a gross-up provision for Mark A. Alexander to offset any 20% federal excise tax under Section 409A.
- Severance Protection Plan: Added a gross-up provision for key employees to offset any 20% federal excise tax under Section 409A.
- Compensation Deferral Plan: Prohibited new deferrals after December 31, 2004, and eliminated participant discretion to comply with Section 409A.
- Long Term Incentive Program (LTIP): Mandated distribution of previously vested amounts by December 31, 2005; required future vested amounts to be distributed within 30 days of vesting; and prohibited new deferrals after December 31, 2004.
Guidance, Outlook, and Risks
Management Commentary: The primary purpose of these amendments is to ensure that the Deferral Plan and LTIP operate in compliance with Section 409A of the Internal Revenue Code.
Risks and Contingencies: The amendments address the risk of incurring a 20% federal excise tax on non-compliant deferred compensation payments. The filing does not provide forward-looking financial guidance or discuss other operational risks.
Investor Verification Checklist
- Verify the specific impact of the gross-up provisions on the company's future compensation expenses.
- Confirm the timeline for the distribution of previously vested LTIP amounts (deadline: December 31, 2005).
- Review the full text of the amended plans to understand the cessation of new deferrals effective December 31, 2004.
- Note that this filing contains no financial results; refer to the most recent 10-Q or 10-K for financial metrics.