Business Context and Reporting Period
This Form 8-K is a current report filed by USA Compression Partners, LP on March 15, 2013. The filing reports a corporate governance event that occurred on March 11, 2013, involving the Board of Directors of the company's General Partner.
Key Financial Metrics
This filing does not contain financial performance data. There are no disclosures regarding revenue, profit, cash flow, margins, debt, or liquidity in this document.
Material Changes
The material change reported is the expansion of the Board of Directors of the General Partner (GP Board) and the appointment of a new director:
- Board Expansion: The size of the GP Board was increased to eight members.
- New Appointment: Forrest E. Wylie was appointed as the eighth member of the GP Board, effective immediately.
- Committee Assignment: Mr. Wylie was appointed to the Audit Committee of the GP Board.
- Independence: Mr. Wylie qualifies as the General Partner's third independent director under SEC and NYSE rules.
Compensation and Governance Details
In connection with his appointment, Mr. Wylie received the following compensation arrangements:
- Phantom Units: Granted under the USA Compression Partners, LP, 2013 Long-Term Incentive Plan.
- Retainer Election: While eligible for a $75,000 annual cash retainer (payable quarterly), Mr. Wylie elected to receive this amount in additional phantom units vesting quarterly.
- Relationships: No arrangements or understandings exist between Mr. Wylie and other persons regarding his appointment, and no relationships requiring disclosure under Item 404(a) of Regulation S-K were identified.
Investor Verification Checklist
- Verify the effective date of Mr. Wylie's appointment (March 11, 2013).
- Confirm the total size of the GP Board is now eight members.
- Review the terms of the 2013 Long-Term Incentive Plan regarding phantom unit grants.
- Confirm Mr. Wylie's status as an independent director under NYSE listing standards.