Business Context and Reporting Period
This Form 8-K is a current report filed by Lehigh Gas Partners LP (the Partnership) on March 12, 2013. The filing primarily addresses corporate governance changes, specifically the appointment of a new independent director to the Board of Directors of Lehigh Gas GP LLC (the General Partner).
Key Financial Metrics
The filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The only financial figures disclosed relate to director compensation:
- Annual Retainer: $20,000
- Annual Equity Grant: Common units with a fair market value of $20,000
- Meeting Fees: $1,000 per Board meeting; $500 per Audit or Conflicts Committee meeting
Material Changes
The material change reported is the expansion of the Board of Directors:
- Appointment: Melinda German was appointed as an independent director on March 12, 2013.
- Committee Assignments: Ms. German was appointed to the Audit Committee. She is expected to be appointed to the Conflicts Committee at the next Board meeting (expected March 20, 2013).
- Board Size: The Board size increased to eight members; the Audit Committee size increased to four members.
Guidance, Outlook, and Risks
The filing contains no management guidance, financial outlook, or discussion of operational risks. It notes that there are no undisclosed arrangements or transactions involving Ms. German requiring disclosure under Item 404(a) of Regulation S-K. A press release regarding this appointment was issued on March 14, 2013, but is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934.
Investor Verification Checklist
- Verify the effective date of Ms. German's appointment to the Conflicts Committee (expected March 20, 2013).
- Review the full text of the press release (Exhibit 99.1) for additional context on the appointment.
- Confirm the total number of Board and Committee members following this appointment.
- Note that this filing does not provide updated financial results for the Partnership.