Business Context and Reporting Period
This Form 8-K Current Report was filed by Kimbell Royalty Partners, LP on May 5, 2017. The filing addresses corporate governance matters, specifically the approval of a form of Restricted Unit Agreement under the Kimbell Royalty GP, LLC 2017 Long-Term Incentive Plan.
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 executive compensation arrangements and does not contain financial performance data.
Material Changes
The primary material change reported is the approval by the Conflicts Committee and the Board of Directors of the General Partner to grant restricted units to directors, executive officers, consultants, and employees. The grants are contingent upon the filing of a Registration Statement on Form S-8, which the Partnership plans to file during the second quarter of 2017.
Guidance, Outlook, and Management Commentary
Management commentary is limited to the terms of the new incentive plan. Key provisions include:
- Vesting Schedule: Restricted units vest in one-third installments on each of the first three anniversaries of the grant date, subject to continuous service.
- Change in Control: All unvested units vest immediately upon a change in control.
- Termination: Unvested units are forfeited upon termination for reasons other than death or disability. In cases of death or disability, all unvested units become fully vested.
The filing lists the following specific grants approved under the plan:
| Grantee | Restricted Units |
|---|---|
| Robert D. Ravnaas | 22,637 |
| R. Davis Ravnaas | 22,637 |
| Ben J. Fortson | 22,637 |
| Brett G. Taylor | 22,637 |
| Mitch S. Wynne | 22,637 |
| Jeff McInnis | 8,166 |
| Peter Alcorn | 5,716 |
| Matthew S. Daly | 2,858 |
Investor Verification Checklist
- Verify the filing of the Registration Statement on Form S-8 in the second quarter of 2017 to confirm the issuance of the restricted units.
- Review the full text of the Restricted Unit Award Agreement (Exhibit 10.1) for specific performance conditions or clawback provisions not detailed in the summary.
- Monitor future filings for the actual vesting dates and any subsequent changes to the Long-Term Incentive Plan.