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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 14, 2011
TARGA RESOURCES CORP.
(Exact name of registrant as specified in its charter)
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Delaware
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001-34991
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20-3701075 |
(State or other jurisdiction of
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(Commission
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(IRS Employer |
incorporation or organization)
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File Number)
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Identification No.) |
1000 Louisiana, Suite 4300
Houston, TX 77002
(Address of principal executive office and Zip Code)
(713) 584-1000
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
(c) On February 15, 2011, Mr. Chansoo Joung resigned from the Board of Directors (the
Board) of Targa Resources Corp. (the Company), effective February 16,
2011.
(d) In order to fill the vacancy created by Mr. Joungs resignation from the Board, the
remaining Board members elected Mr. Ershel C. Redd Jr. to serve on the Board, effective
February 16, 2011. Mr. Redd will serve as a Class II Director, with a term expiring in 2012.
Mr. Redd was appointed as a member of the Companys Audit Committee, Nominating and
Governance Committee and Conflicts Committee.
There are no understandings or arrangements between Mr. Redd and any other person
pursuant to which Mr. Redd was selected to serve as a director of the Company. There are no
relationships between Mr. Redd and the Company or any of its subsidiaries that would require
disclosure pursuant to Item 404(a) of Regulation S-K. As a non-employee director, Mr. Redd
will receive compensation in accordance with the Companys policies for compensating
non-employee directors, including awards under the Companys 2010 Stock Incentive Plan. On
February 17, 2011, the Committee made a bonus stock award under the Plan (as defined below)
of 2,310 shares to Mr. Redd.
(e) 2011 Annual Incentive Compensation Plan. On February 14, 2011, the Compensation
Committee (the Committee) of the Board of the Company, which is the indirect
parent of the general partner of Targa Resources Partners LP (the Partnership),
approved the Companys 2011 Annual Incentive Compensation Plan (the Bonus Plan).
The Bonus Plan is a discretionary annual cash bonus plan available to all of the Companys
employees, including its executive officers. The purpose of the Bonus Plan is to reward
employees for contributions toward the Companys business priorities (including business
priorities of the Partnership) approved by the Committee and to aid the Company in retaining
and motivating employees. Under the Bonus Plan, funding of a discretionary cash bonus pool
is expected to be recommended by the Companys chief executive officer (the CEO)
and approved by the Committee based on the Companys achievement of certain business
priorities, including strategic, financial and operational objectives. The Bonus Plan is
approved by the Committee, which considers certain recommendations by the CEO. Near or
following the end of the year, the CEO recommends to the Committee the total amount of cash
to be allocated to the bonus pool based upon overall performance of the Company relative to
these objectives, generally ranging from 0 to 2x the total target bonus for the employees in
the pool. Upon receipt of the CEOs recommendation, the Committee, in its sole discretion,
determines the total amount of cash to be allocated to the bonus pool. Additionally, the
Committee, in its sole discretion, determines the amount of the cash bonus award to each of
the Companys executive officers, including the CEO. The executive officers determine the
amount of the cash bonus pool to be allocated to the Companys departments, groups and
employees (other than the executive officers of the Company) based on performance and upon
the recommendation of their supervisors, managers and line officers.
The Committee has established the following eight key business priorities for 2011:
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continue to control all operating, capital and general and
administrative costs; |
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invest in our businesses; |
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continue priority emphasis and strong performance relative to a safe
workplace; |
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reinforce business philosophy and mindset that promotes compliance with
all aspects of our business including environmental and regulatory compliance; |
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continue to manage tightly credit, inventory, interest rate and
commodity price exposures; |
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execute on major capital and development projects, such as finalizing
negotiations, completing projects on time and on budget, and optimizing economics
and capital funding; |
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pursue selected growth opportunities, including new gathering and
processing build-outs leveraging our NGL logistics platform for development
projects, other fee-based capex projects and potential purchases of strategic
assets; and |
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execute on all business dimensions to maximize value and manage risks. |
The Committee has targeted a total cash bonus pool for achievement of the business
priorities based on the sum of individual employee market-based target percentages ranging
from approximately 3% to 100% of each employees eligible earnings. Generally, eligible
earnings are an employees base salary and overtime pay. The Committee has discretion to
adjust the cash bonus pool attributable to the business priorities based on accomplishment
of the applicable objectives as determined by the Committee and the CEO. Funding of the
Companys cash bonus pool and the payment of individual cash bonuses to employees are
subject to the sole discretion of the Committee.
2010 Stock Incentive Plan. On February 14, 2011, the Committee made the
following restricted stock awards under the Targa Resources Corp. 2010 Stock Incentive Plan
(the Plan) that will vest three years from the grant date: 7,690 shares to Mr.
Rene R. Joyce, 4,250 shares to Mr. Joe Bob Perkins, 4,250 shares to Mr. James W. Whalen,
3,770 shares to Mr. Michael A. Heim, 3,540 shares to Mr. Jeffrey J. McParland, and 1,260
shares to Mr. Matthew J. Meloy. The Plan is administered by the Committee.
This description of the Plan is qualified in its entirety by reference to the Plan, a
copy of which is filed as Exhibit 10.93 to the Companys Registration Statement on Form
S-1/A (File No. 333-160277), as amended, and is incorporated herein by reference. A copy of
the form of Restricted Stock Agreement to be used in connection with the February 2011 and
future awards under the Plan is filed as Exhibit 10.2 to this Current Report and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit |
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Number |
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Description |
Exhibit 10.1
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Form of Targa Resources Corp. 2010 Stock Incentive Plan
(incorporated by reference to Exhibit 10.93 to the
Companys Registration Statement on Form S-1/A (File No.
333-160277) field November 12, 2010). |
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Exhibit 10.2
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Form of Restricted Stock Agreement |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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TARGA RESOURCES CORP.
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Dated: February 18, 2011 |
By: |
/s/ Matthew J. Meloy
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Matthew J. Meloy |
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Senior Vice President, Chief Financial Officer
and Treasurer |
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EXHIBIT INDEX
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Exhibit |
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Number |
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Description |
10.1
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Form of Targa Resources Corp. 2010 Stock Incentive Plan
(incorporated by reference to Exhibit 10.93 to the Companys
Registration Statement on Form S-1/A (File No. 333-160277) filed
November 12, 2010). |
10.2
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Form of Restricted Stock Agreement |